Dear Sir/Madam:

Re: Services Contract with SSA LOGISTICS INC. (the “Company”)

This letter will confirm that you will provide the services set forth in Schedule “A” attached (the “Services”) effective as of the day of the application in the manner determined by the Company in consultation with you.

1. Services

1. You have advised that you have the required skills and experience to provide the Services in accordance with the terms and conditions of this agreement.

2. It is understood and agreed that in entering into this agreement and in providing the Services pursuant to it you are an independent contractor and not under the control and supervision of the Company and nothing contained in this agreement shall contemplate or constitute you as an employee, agent, partner, or representative of the Company for any purpose.

It is further understood and agreed that in the course of providing the Services pursuant to this agreement, you shall be fully and solely responsible for any damages and/or injuries caused to yourself and/or any third parties.

3. You acknowledge that in addition to or in substitution for working the usual hours during the business day the Company may require you to work evenings, weekends or both, as well as such other times as extraordinary circumstances may require.

2. Confidential information

4. You acknowledge that in the course of providing the Services you will acquire information about certain matters which are confidential to the Company, which information is the exclusive property of the Company, including without limitation:

1. “know how”, trade secrets, processes and procedures;
2. customer lists and contacts;
3. machines, apparatus, devices, discoveries, ideas, inventions (whether patentable or not) and improvements;
4. computer and cellphone software and hardware;
5. business plans, policies, systems, marketing strategies and methods;
6. any other private or confidential information or trade secrets of the Company or its affiliates;

and that the information could be used to the detriment of the Company. You agree to undertake to treat confidentially all information and not, either during the term of this agreement or thereafter, except in the proper course of providing the Services, divulge to any person whomsoever, and shall use your best efforts to prevent the publication or disclosure of any information concerning the customers, business or finances of the Company or concerning any other Company for which you are directed to perform the services hereunder or of any of their dealings, transactions or affairs which may come to your knowledge during the term of this agreement.

5. You further represent that the execution and performance of this Agreement does not conflict with or breach any contractual, fiduciary or other duty or obligation to which you are bound. You agree not to accept any work order or tasks from any other business or entities, other than the Company, which would be detrimental to the Company’s business interests.

3. Non-Competition

Other than through employment with a bona-fide independent party, or with the express written consent of the Company, which will not be unreasonably withheld, the Employee will not, from the date of this Agreement until one year after the end of the this agreement, be directly or indirectly involved with a business which is in direct competition with the particular business line of the Company that the Employee was working during any time in the last year of retainer with the Company.

4. Remuneration

6. The Company shall pay you as follows:

7. a Fee proportional to the Services provided, the basis for the calculation of which is outlined in detail in Schedule “A”. This fee is payable within 3 business days of your delivering an invoice to the Company outlining the specific invoiced periods, Services provided and the fee payable.

8. provided the Company has been provided with your HST/GST. registration number, all goods and services tax payable in respect of the amounts payable by the Company to you for the services provided by you pursuant to this agreement.

7. Changes in the Fee once accepted by you will not affect the application of this agreement.

8. In addition no deductions will be made from any monies paid to you on account of income tax, unemployment insurance, or Canada Pension Plan and payments to Canada Customs & Revenue Agency on account of income tax and HST/GST are to be your sole responsibility.

5. Contracts - Unless expressly included in Schedule “A”, you shall not without prior written approval of the Company negotiate or enter into any contract on behalf of the Company in respect of any capital expenditures or for anything else, whatsoever.

6. Customers - In the course of providing Services pursuant to this agreement, you may come into direct interaction with customers of the Company. Through these interactions, you may become aware of the existence of potential follow-up work or additional opportunities (“Future Opportunities”) specifically related to the Services that you are providing. In the event of such Future Opportunities becoming known to you, you agree to disclose such information to the Company as soon as practicable.

7. Termination

9. This agreement may be terminated by either party with seven (7) days’ advance notice to the either party.

10. This agreement may be terminated unilaterally by the Company without notice in the event of:

9. any material breach of the provisions of this agreement by you; or

10. any mental or physical disability or illness which results in your being unable to provide the Services in accordance with this agreement for a period of thirty (30) days in any one hundred and eighty

(180) day period. Failure by the Company to rely on this provision at any time or times shall not constitute a precedent or be deemed a waiver.

11. The Company reserves the right to postpone or terminate this agreement without notice and remuneration to you if the project for which the Services are required is postponed or cancelled.

8. Notices - Any notice required or permitted to be given to either party must be delivered personally (personal delivery to include commercial couriers) to the party’s address last known to the other party and will be deemed to be received on the date of personal delivery to that address.

9. General

12. Either party may (in writing only) unilaterally waive any obligation of or restriction upon the other party under this agreement. No acceptance by a party of a payment by the other and no failure, refusal or neglect of a party to exercise any right under this agreement or to insist upon full compliance by the other party with its obligations under this agreement shall constitute a waiver of any provision of this agreement. This agreement may not be assigned in any way by you without the prior written consent of the Company.
13. All payment and services fee received from the company are final payment including HST and other fee. No deduction or compensation will be made from any monies paid to you on account of income tax, unemployment insurance, or Canada Pension Plan and payments to Canada Customs and Revenue Agency on account of income tax and GST/HST are to be your sole responsibility.
14. You agree, as an independent contractor, any accident or physical injury causing by your is solely personal responsibility, and liability of yourself. In no event shall the company be liable for any liability, loss, injury or risk (including, without limitation, incidental and consequential damages, personal injury/wrongful death, lost profits or damages).
15. This agreement shall ensure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. This agreement constitutes the entire agreement between the parties with respect to the subject-matter of this agreement and supersedes all proposals, oral and written, and all previous negotiations and communications between the parties with respect to the subject-matter of this agreement. This agreement may not be modified except by an agreement in writing signed by both parties and shall be governed by and construed in accordance with the laws of the Province accordingly.

10. Policies and Regulations

16. Lateness / Absent: Each delivery driver can freely schedule their own time of delivery. You are required to check-in in the system on time. You agree that thirty minutes of in-activity after scheduled time will be considered as late by the system, and forty five minutes of in-activity will be considered as absent by the system. Failure to check-in on time will result in late/absent penalty.
17. Asking for tips or charge extra fee unreasonably: All fees are calculated by system before order placement. It is absolutely prohibited from asking for tips and charge extra fee from customers. Doing so is violating our policies and regulations, which will damage reputation of the company and our customer’s experiences.
18. Negative / Disrespectful Manner: As a service base company, we are emphasizing great service manner to customers, restaurant staffs, and co-workers. Any negative or rude comment to others is considered as violation of our policies and regulations.
19. Working equipment: For a better service experience, you agree to equip professional while working, including car magnet, uniform vest, and food container.

20. Order delay: Delay order will damage user experience and company reputation significantly. Late delivery causing by personal issue will be compensated to customer, and all direct cost of compensation will be covered by driver.

We look forward to a long and successful association. If the foregoing satisfactorily sets out the terms governing our relationship would you please sign the additional copy of this letter and return it to us in due course.

Yours very truly,

SSA LOGISTICS INC.

Per:

Schedule ‘A’ Services Contract between

SSA LOGISTICS INC. and          

dated          

Pursuant to the aforementioned Services Contract, the Services that you will be providing under the terms of the Services Contract is more specifically described as follows:

• The primary Service you shall provide for SSA LOGISTICS INC. (the “Company”) shall be the delivering and re-selling of food orders within the designated geographic area.

• You shall not be authorized to solicit any additional monetary compensation (i.e. “tips”) from customers of the Company under any circumstances, unless such monetary compensation is voluntarily offered by the customer and authorization to accept such compensation has already been granted by the Company.

• You shall maintain good manners and a positive customer service attitude at all times in the course of performing the Services. Any confrontation, argument or conflict between you and customer(s) of the Company may constitute a violation of this agreement unless such situation has been brought to the immediate attention of the Company.

• You agree to submit a lump sum deposit (the “Deposit”) in the amount of one hundred Dollars ($100.00) as general security to be held by the Company, in which $50.00 is counted as equipment deposit and $50.00 will be security deposit. Once complete 100 orders of delivery, you will be getting full refund when terminating the agreement, otherwise, the system will only return $50.00 at the point of termination. In entering to this Agreement, you irrevocably agree and authorize the Company to deduct from the Deposit any penalties incurred as a result of absence, lateness, and or any other irresponsible action which would violate the rules and regulations (policies and regulations) of the Company. The balance of this Deposit shall be returned to you by the Company upon the termination of this Agreement.