FRG US/Canadian Supplier Terms and Conditions

Last modified: March 2024

The following terms and conditions shall apply in the event Client engages a Supplier located in Canada.

1. The definition of “Contractor” shall include an Onboarding Agency (defined below) and any Supplier, contractor or employee of the Onboarding Agency.

2. After Client selects a Supplier located in Canada, a third-party Canadian onboarding agency (the “Onboarding Agency”) shall onboard such Supplier and the Parties shall execute a Canadian Supplier Assignment Schedule. The Onboarding Agency will be expressly named on the Assignment Schedule.

3. FRG may Refer Contractors who are, or if selected by Client for an Assignment, may become T-4 employees of Onboarding Agency strictly for employment and payrolling purposes (the “T-4 Employee”). If Client selects a T-4 Employee for an Assignment, the Parties shall execute a T-4 Assignment Schedule naming Onboarding Agency and the T-4 Employee where indicated. T-4 Employee Expenses shall be reimbursed by pursuant to the T-4 Expense Policy.

4. Unless otherwise specified on the Assignment Schedule, all rates exclude sales, GST and any other applicable taxes.

5. In addition to indemnity obligations in the Agreement, Client shall indemnify, defend and hold harmless the Onboarding Agency from liability to third parties directly related to any Claim arising from the gross negligence, wilful misconduct, fraud or violation of applicable law of Client, except to the extent that the Claim arises from any act or omission of the Onboarding Agency or its customers, or their respective employees, agents, contractors or subcontractors.