HDS Refresher Practicum Agreement

THIS HDS REFRESHER PRACTICUM AGREEMENT BETWEEN:

CanScribe Career Centre, Inc.
dba CanScribe Career College

(Hereinafter referred to as "The Company")

-and-

WHEREAS The Company is a host organization engaged in the business of providing transcription related services; the nature of this business being further outlined herein;

AND WHEREAS to fulfill its corporate objectives and to discharge its responsibilities The Company desires to engage the services of the HDS Refresher Practicum Student for a practicum;

AND WHEREAS The Company and the HDS Refresher Practicum Student mutually desire to agree upon the terms of the HDS Refresher Practicum Student’s practicum services with The Company and in addition thereto, to agree as to certain terms of the said relationship;

NOW THEREFORE the parties hereto agree as follows:

The Company hereby engages the said HDS Refresher Practicum Student upon the following terms and conditions, which the HDS Refresher Practicum Student hereby accepts, namely:

1. Term

This agreement ("Agreement") shall be effective as of the commencement date specified on this contract and shall remain in force until terminated. This contract may be terminated by either party as described in section 5 of this contract.

2. Payment for Services Rendered

There are no fees payable to the HDS Refresher Practicum Student while they are involved in the practicum.

3. Duties

1. The HDS Refresher Practicum Student has been engaged to provide transcription services for a maximum of 50 hours. The HDS Refresher Practicum Student agrees to perform all of the required transcription within the specified Turn Around Times (with time allowed for Quality Assurance) and follow all procedures as specified for the practicum. The HDS Refresher Practicum Student is to commit a minimum of 20 hours per week to the practicum.
2. In general, The HDS Refresher Practicum Student shall perform diligently and conscientiously those services requested under this contract. The HDS Refresher Practicum Student agrees to perform the services prescribed to the best of its ability and to the satisfaction of The Company and its clients.
3. It is further agreed by the HDS Refresher Practicum Student that The Company is authorized to release information regarding their Practicum Assessments during and upon completion of the Practicum.
4. The Practicum Student shall directly perform services requested under this contract and at no time shall the HDS Refresher Practicum Student subcontract services to a third party.

4. Termination

1. The Contract may be terminated by The Company only in the following manner and only in the following circumstances:
1. At any time, The Company may notify The Practicum Student that the contract is terminated immediately without recourse, for cause.  No notice of Termination is required to be given.  For the purpose of this paragraph "cause" shall include but shall not be limited to the following:
1. Any material breach by the HDS Refresher Practicum Student of the provisions of this agreement or The Company’s written policies
2. Failure to meet the weekly production minimums
3. Failure to meet the quality standards established by the company’s clients
4. The commission by the HDS Refresher Practicum Student of any act of dishonesty such as embezzlement or theft whether or not it involves The Company
5. Misappropriation of proprietary company information
6. Any breach of confidentiality agreements incorporated into this Contract
7. Any breach of any confidentiality agreements the HDS Refresher Practicum Student may sign with any of the clients’ of the company
8. Any breach of patient confidentiality as specified in the Personal Information Protection and Electronic Documents Act, (“PIPEDA”)
9. Any breach of patient confidentiality as specified in the Health Insurance Portability and Accountability Act (“HIPAA”)
2. Upon termination of the contract pursuant to paragraphs 4.a.i above, the HDS Refresher Practicum Student shall have no claim against The Company for any loss or damage for notice or pay in lieu regardless of the length of time The Practicum Student had a relationship with The Company.
5. Survival

If this Agreement, or any part hereof, is terminated for any reason, paragraphs 8, 9, 11 and 12 shall survive the cancellation of the Contract and shall continue to have force and effect as shall any other provision of this Agreement which by its nature or by implication was intended to continue to have effect after any termination of the Contract. Further, cancellation of this Contract, or any part thereof, will not discharge either party from performing any obligation due or becoming due by reason of cancellation.

6. Definitions
1. Creations mean any new or useful art, discovery, contribution, finding, idea, improvement or work, whether or not protectable by patent, copyright, trade-mark or trade secret, and all related proficiency.  Creations include, but are not limited to, literary, dramatic, musical and artistic works, computer programs, designs, discoveries, formulae, processes, manufacturing techniques, business plans, computer software, inventions, improvements, and ideas.  Creations include all Creations which currently exist and those which come into existence after the date of execution of this Agreement;
2. "The Company Creations" mean those Creations which the HDS Refresher Practicum Student may solely or jointly conceive, develop, fix or reduce to practice during the period of its relationship with The Company
1. which relate, at the time of creation, development, fixation or reduction to practice of the Creation, to the Company’s Business and/or actual or demonstrably anticipated research or development;
2. which were developed, in whole or in part while providing services to The Company or with the use of any of The Company’s  equipment, supplies, facilities or trade secret information; or
3. which resulted from any work the HDS Refresher Practicum Student performed for The Company.
3. "The Company’s Business" shall mean those activities which The Company is engaged in, has been engaged in, or may become engaged in and these activities will expand as the business develops.  At the time of signing this Agreement, The Company’s Business includes transcription training and services, voice recognition-based transcription systems and generally all products and services related to voice to text transcription. Further, the HDS Refresher Practicum Student acknowledges that anything that it does or is asked to do, in the course of the Contract, is part of The Company’s Business.
4. "Confidential Information" refers to any information, not generally or publicly known, which was obtained from The Company, or which was learned, discovered, developed, conceived, originated or prepared by The Practicum Student in the scope or course of its relationship with The Company.  Such confidential Information includes, but is not limited to, software, procedural, technical and business information relating to The Company’s inventions, products, services, research, and development, production processes, manufacturing, engineering, and service processes, machines and equipment, finances, customers, marketing, production and future business plans and any other information which is identified as confidential by The Company.  It also includes third party information which is received by The Company in confidence, including information received from clients, customers, potential business partners, buyers and others. Confidential information also includes any and all patient information that the HDS Refresher Practicum Student is exposed to in the course of providing transcription services.
7. Confidentiality
1. The HDS Refresher Practicum Student will maintain in confidence and will not disclose or use, either during or after the term of its relationship with The Company, Confidential Information belonging to The Company or its clients, whether or not in written form, except to the extent required to perform duties on behalf of The Company.
2. Upon cancellation of the contract, the HDS Refresher Practicum Student will deliver to The Company all written tangible material, including materials in electronic and machine readable format, in its possession incorporating the Confidential Information or otherwise relating to The Company’s Business.
3. These obligations with respect to Confidential Information extend to information belonging to clients, customers and suppliers of The Company who may have disclosed such information to the HDS Refresher Practicum Student, directly or through The Company, as a result of its status as a HDS Refresher Practicum Student of The Company.
4. The HDS Refresher Practicum Student acknowledges and agrees to comply with the Personal Information Protection and Electronic Documents Act, (“PIPEDA”); the Health Insurance Portability and Accountability Act (“HIPAA”); and/or additional client confidentiality agreements The Company may have the HDS Refresher Practicum Student sign and attach to this Contract.  The HDS Refresher Practicum Student further acknowledges and agrees to comply with all client security and privacy policies and any Federal, Provincial or State privacy legislation applicable in the jurisdiction of any of the Company’s clients that the HDS Refresher Practicum Student performs services for.
8. The Company’s Materials

Upon termination of the Contract with The Company or at any other time upon The Company’s request, the HDS Refresher Practicum Student will promptly deliver to The Company, without retaining any copies, all documents, software, hardware, equipment and other materials, including those in electronic and machine readable format, furnished to it by The Company or prepared by the HDS Refresher Practicum Student for The Company, or which the HDS Refresher Practicum Student otherwise obtained by virtue of its relationship with The Company. Failure to return The Company’s material will result in payment for the cost of material upon The Company’s request.

9. Non-Solicitation

During the term of the Contract with The Company and for a period of two (2) years thereafter, the HDS Refresher Practicum Student will not solicit or encourage, any employees of The Company to terminate their employment with The Company.

10. No Conflicting Obligations

The HDS Refresher Practicum Student warrants that performance of this Contract and as a HDS Refresher Practicum Student of The Company does not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by it prior to its Contract with The Company.  The HDS Refresher Practicum Student will not disclose to The Company, or induce The Company to use, any confidential or proprietary information or material belonging to any previous client or entity.  The HDS Refresher Practicum Student warrants it is not a party to any other agreement which will interfere with it full compliance with this Contract.  The HDS Refresher Practicum Student will not enter into any agreement, whether written or oral, in conflict with the provisions of this Contract.

11. Notice

Any notice, report, direction, request or other documentation required or permitted to be given to any party hereto shall be in writing and shall be given by personal delivery at the work place or by personal service, facsimile, or by mailing by prepaid mail addressed as follows:

1. To: CanScribe Career College, 340-1632 Dickson Avenue, Kelowna, BC V1Y 7T2
2. To: The HDS Refresher Practicum Student, at the address specified with at the end of this contract

Either party may by notice in writing advise of a new address for notice, which shall then be used by the party to whom it is addressed.

Any notice, report, direction, request or other document delivered personally, or by facsimile in accordance herewith shall be deemed to have been received by and given to the addressee on the day of delivery or transmission.  Any notice, report, direction, request or other document mailed as aforesaid shall be deemed to have been received by and given to the addressee on the third (3^rd) business day following the date of mailing, provided that for such purposes no day which there shall be a strike or other occurrence which shall interfere with normal mail service shall be considered a business day.

12. Specific Performance

A breach of any of the promises or agreements contained in paragraphs 8, 9 and 11 will result in irreparable and continuing damage to The Company for which there will be no adequate remedy in law, and The Company shall be entitled to injunctive relief and/or a degree for specific performance, and such other relief as may be proper (including monetary damages if appropriate).

13. Severability

In the event that any provision or part of this Agreement shall be deemed void or invalid by a Court of competent jurisdiction, the remaining provisions, or parts of it shall be and remain in full force and effect.

14. Entire Agreement

This Agreement constitutes the entire Contract between the Parties with respect to their relationship and any and all previous agreements, written or oral, explicit or implied between the Parties or on their behalf relating to the relationship are terminated or cancelled and each of the Parties forever releases and discharges the other of and from all manner of actions, causes of action, claims or demands whatsoever under or in respect of any such earlier agreement.

15. Modifications

Any modification to this contract must be in writing and be signed by the Parties hereto.

16. Governing Law

This Agreement shall be governed by the laws of the Province of British Columbia and the Parties agree that they will attorn to the jurisdiction of the Courts of British Columbia.

17. Assignment

This Agreement is personal to the HDS Refresher Practicum Student hereto and shall not be assigned by the HDS Refresher Practicum Student without the written consent of The Company. The Company may assign, without any consent of the HDS Refresher Practicum Student being required, all or any part of its interest in this Agreement at any time.

18. General
1. Time shall be of the essence of this Contract and every part thereof.
2. This Contract shall be binding upon and endure to the benefit of the parties hereto, administrators and assigns.

IN WITNESS WHEREOF the parties hereto have executed this Contract:

SIGNED, SEALED AND DELIVERED