Independent Instructor  Agreement (Stand Alone)

This Independent Instructor  Agreement (this “Instructor License Agreement”) is entered into by and between:


Just BGRAPHIC Inc. (the “Organization”), and


 (the “Instructor”)



The Organization and the Instructor may, from time to time, enter into engagements under which the Instructor will provide services to the Organization.  The Organization and the Instructor have agreed that the terms and conditions contained in this Independent Instructor  Agreement will govern all such engagements.


Now Therefore, The Organization And The Instructor Agree As Follows:

  1. Engagements
    If the Organization and the Instructor agree to enter into an engagement, the Organization will provide the Instructor with the specific terms of the engagement via email as a booking or order confirmation.  If the Instructor accepts the terms set out in the booking or order confirmation, will confirm the booking or order confirmation. Each engagement will be the subject of separate engagement terms and conditions.

  2. Relationship Of The Organization And The Instructor
    The Instructor will act as an independent Instructor under each of the engagement terms and conditions entered into under this Instructor License Agreement.  Neither the Instructor nor any employee or agent or contract personnel of the Instructor is, or will in any way be deemed to be, an employee of the Organization.  The Instructor shall have no claim against the Organization for vacation pay, sick leave, retirement benefits, health or disability insurance, or any other employee benefits of any kind.

  3. Term Of Agreement
    This Agreement and any or all engagements under this Agreement may be terminated by the Organization at any time on ten (10) days’ written notice to the Instructor or by the Instructor on 30 days’ written notice to the Organization.

    The Organization may immediately terminate this Agreement and/or any or all engagements under this Agreement upon written notice to the Instructor if the Instructor breaches its obligations under this Agreement or under any engagement under this Agreement.  For the avoidance of doubt, if the Instructor breaches its obligations in connection with one engagement under this Agreement, the Organization shall be entitled to terminate any or all engagements under the Agreement.

  4. Expenses / Incurred Costs
    The Organization is not obligated to reimburse costs incurred when developing  the programs or service offerings. The Instructor will be responsible for the cost of any police record or background checks required to access the locations where the services are to be provided. Instructors are responsible to notify the Organization of anticipated costs to have participants complete in the program or service offerings, such as software purchases, material purchases etc. Instructors will be responsible for their own Canada Pension Plan, Employment Insurance, Employer Health Tax, Workplace Safety and Insurance and Income Tax contributions, all statutory deductions, taxes, premiums or contributions.

  5. Insurance
    The organization is responsible for ensuring that we are in full compliance with any insurance coverage requirements in connection with any engagement entered into under this Agreement.

  6. Payment For Services
    The specific payment terms for each engagement will be specified in the commissions report provided by the organization, which is available in your vendor dashboard. Invoices must be submitted to the Organization's accounts payable via email to at least one week before your first scheduled payment.

  7. Indemnity / Limitation Of Liability
    The Instructor agrees that it will, to the fullest extent permitted by law, indemnify and hold harmless the Organization against any and all losses, expenses and/or penalties, including counsel fees, that may arise out of any action for damages to property or persons in connection with the performance of services by the Instructor under any engagement under this Agreement.

  8. Record-Keeping
    The Instructor agrees to keep appropriate records as reasonably required by the Organization and agrees to provide such records to the Organization for review upon request. Records include, but are not limited to booking confirmations, signed contracts and project agreements.

  9. Confidential Information
    The Instructor acknowledges that all information about intellectual property, data, marketing and strategic plans, student lists, contact lists and private corporate and financial information about the Organization is proprietary to the Organization. The Instructor agrees not to disclose any of such information to any person outside of the Organization, except with the prior consent of the Organization.  The Instructor agrees that this obligation of confidentiality shall survive the termination of this Agreement.

  10. Conflicts Of Interest
    The Instructor confirms that, except as disclosed to the Organization, it has no contractual, financial, business or other interest that would conflict in any manner with the Instructor’s performance of its obligations under this Agreement and/or any engagement under this Agreement.  The Instructor agrees that if any conflict of interest shall arise after the date of this Agreement, the Instructor shall immediately disclose the nature of such conflict to the Organization.

  11. Noncompetiton Agreement
    The Instructor agrees during the duration of this Agreement and for a period of three (3) calendar months from the date of termination of this Agreement, the Instructor will not, directly or indirectly, solicit any school board clients of the Organization for the purpose of offering a service similar to that offered by the Organization, whether or not such client is still a client of the Organization.

  12. Organization’s Property Rights
    All work product of the Instructor  creates in connection with the services provided under the engagements will be the sole and exclusive property of the instructor. The organization owns the platform, network,  interface and mobile application in which the user engages with your programming. 

  13. Assignment
    The Instructor may not assign its rights and obligations under this Agreement or the engagements under this Agreement to anyone without written agreement between the two parties.

  14. Notices
    Any notice or other communication to be made under this Agreement or in respect of the engagements under this Agreement will be made to the email address ordinarily used by each party in connection with this Agreement or by mail to the address set out at the beginning of this Agreement.

  15. Governing Law And Forum
    This Agreement and all Engagement Terms and Conditions under this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.

  16. Total Agreement
    This Agreement, together with all Engagement Terms and Conditions subsequently signed by the Organization and the Instructor, contains the entire agreement between the Organization and the Instructor, superseding any prior agreement as to the services to be provided.  This Agreement may be amended from time to time by the Organization upon ten (10) days’ written notice to the Instructor; provided however, that any such amendments shall not apply to any engagements already in existence on the day of such amendment unless agreed to in writing by the Instructor.

  17. Severability
    If any part of this Agreement is invalid, illegal or unenforceable for any reason, the Organization and the Instructor agree that such provision shall, to the extent required, be deleted from this Agreement without affecting the validity or enforceability of the balance of the Agreement.

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Signed by Kayode Brown
Signed On: January 4, 2024

Signature Certificate
Document name: Independent Instructor  Agreement (Stand Alone)
lock iconUnique Document ID: 21d2bf71f07a06d5b03443a14324770855b7fed6
Timestamp Audit
December 21, 2022 2:56 pm ESTIndependent Instructor  Agreement (Stand Alone) Uploaded by Kayode Brown - IP