October 20, 2017

International Agent Agreement

AGENT AGREEMENT

THIS AGREEMENT becomes effective on October 20, 2017 and replaces any previous
agreement signed with the College.
Between:
LAMBTON COLLEGE OF APPLIED ARTS & TECHNOLOGY (hereinafter called “the
College”); and Safeway Educational Consultants (hereinafter called “the Agent”)

WHEREAS: the College wishes to attract international applicants to apply to and enroll at the
College;

AND WHEREAS: the Agent has the capacity and capability to promote and market the College
to potential students in the Republic of India;

AND WHEREAS: the College wishes to retain the services of the Agent on the terms and
conditions set out herein and the Agent agrees to provide such services,

THEREFORE in consideration of the mutual covenants and agreements herein, and for other
good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged)
the parties hereby covenant and agree as follows:

AGENT SERVICES
1. The College grants the Agent the non-exclusive right to represent the College for the
purpose of recruiting international applicants for admission to the College in Canada.
2. The Agent accepts the foregoing appointment and agrees to provide promotion, marketing
and recruitment services to actively and accurately promote the College within the
Territory (as defined below) for the purpose of recruiting international applicants to the
College (the "Services").
3. The Agent shall use best efforts and diligently perform the Services and conduct itself in a
competent and wholly professional manner at all times. The Agent shall ensure that all of
its employees, agents and representatives are duly qualified and competent to provide the
Services and shall comply with all terms of this Agreement. The Agent shall recruit only
those applicants whom it believes can meet the academic and admission requirements of
the College.
4. In performing the Services pursuant to this Agreement, the Agent shall comply with all
instructions and specifications of the College and shall adhere to the standards,
confidentiality, policies and procedures of the College, as they may change from time to
time. The Agent shall ensure each applicant has met in full the conditions of their
acceptance prior to visa submission. These conditions include (but are not limited to)
receiving a full unconditional acceptance letter from the College and making a fee payment
per the terms of the acceptance letter.

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International Agent Agreement

5. The Agent shall not subcontract or delegate the Services to any other person or entity
(except its employees for which it is responsible for by law) without the prior written
consent of the College.

DELIVERY OF THE SERVICES

6. This Agreement shall be in effect for a period of two (2) years from the date of execution
of this Agreement.
7. The Agent will deliver the Services in the location of the Republic of India (the territory).
The Agent acknowledges and agrees that its rights to the Territory are non-exclusive and
the College may, in its sole discretion, appoint another agent or agent(s) to perform similar
or identical services in the Territory or any part thereof at any time.
8. The College agrees to provide marketing material to the Agent and to provide updated
materials on an annual basis and to provide additional copies upon request. All such
materials are subject to change without notice. Notwithstanding the foregoing, it is the
Agent's responsibility to ensure it has all complete, up-to-date and accurate information
and materials from the College in order for it to perform the Services at all times.
9. All expenses and costs incurred by the Agent in providing the Services shall be the sole
responsibility of the Agent, including without limitation all salaries, wages, benefits,
advertising, and other amounts owing to its employees, agents and representatives. The
Agent shall provide and supply at its own expense all office facilities, equipment, materials
and supplies required to perform the Services.

AGENT’S RESPONSIBILITIES
10. The College shall provide core marketing materials to the Agent. The Agent shall use such
marketing materials in its performance of the Services. If Agent wishes to use other
marketing materials not provided by the College, the Agent must submit such materials to
the College for its prior written approval. The Agent shall make any changes to such
materials as the College may advise in its discretion. The College shall have the right to
use any marketing materials produced by the Agent for its advertising or marketing
purposes at any time upon request.
11. The Agent shall keep records of its promotion and marketing activities, including the
location of its activities and the names and contact information of potential students. The
Agent shall provide regular market updates of its activities in the Territory (including
reasonable details) to the College upon request.
12. The Agent shall submit all applications directly to the College through their online portal
account for admissions consideration.
13. As part of the Services, the Agent shall assist applicants with completing their
applications to the College, visa applications, making payments to the College, and
provide any other assistance relating to the applicant’s application to and enrollment at the
College. The Agent shall pre-screen all applicants to ensure their eligibility to enter
Canada on a study permit.
14. The agent will ensure that prospective students send pre-payment tuition deposits direct to

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International Agent Agreement

Lambton College and will not collect any pre-payment of fees from students on behalf of
Lambton College.
15. The Agent shall ensure that all information it provides to applicants is true, accurate,
complete and not misleading or false in any way. The Agent shall not, directly or
indirectly, make any misrepresentation or mislead applicants about whether or not the
College will accept the applicant, the nature of the courses and programs offered by the
College or any other matter concerning the College and the applicant’s application thereto.
The Agent shall not make any representation or statement that is inconsistent with or
contrary to the College’s policies and procedures in any way. The Agent shall disclose to
applicants that they may apply directly to the College without the assistance of the Agent.
16. The Agent acknowledges that the College retains full and complete discretion about
whether or not to accept an applicant for enrollment. The Agent shall not make any
representations or statements that an applicant has been accepted by the College unless the
College has provided formal notice of acceptance to an applicant. The Agent shall have no
authority to accept an applicant or guarantee an applicant’s acceptance by the College.

PAYMENT TERMS AND CONDITIONS

17. If the College accepts any of the Agent’s applicants for admission to the College (each, a
“Student”), the College shall pay the Agent a commission as provided below.
18. Agent shall be eligible to receive commissions for post-secondary training in accordance
with the provisions contained herein.
19. For each of the Students who are recruited by the Agent and who successfully apply,
enroll and pay in full for at least one semester of study during a given Academic Year, the
College shall pay the Agent a commission as follows:
a. For post-secondary academic programs, a commission of CAD$1,000 will be paid
per student for their first year studies, to a maximum of two semesters (30+ weeks;
as published in the College Calendar, excluding all incidentals, health insurance
and other student fees).
20. For the purposes of this agreement, the term “Academic Year” shall mean the academic
year from May 1 to April 31, which period includes one summer, fall and winter semester
at the College.
21. The Agent shall submit to the College, no earlier than 30 days and no later than 60 days
after the latest withdrawal date for study at a semester at the College, an invoice listing the
commission owed to the Agent for that semester in accordance with this Agreement. The
invoice shall be submitted through the Agent’s online portal per the instructions of the
College. If the agent defaults on the terms for submission of invoice as specified above,
the College has the right to decline payments.
22. If there is a dispute about an invoice, the College shall be entitled to withhold the
commission until the dispute is resolved to the satisfaction of the College. The Agent shall
provide all such other records and documentation requested by the College to substantiate
the invoice.
23. The commission shall be paid to the Agent within 45 days of receipt of an invoice from

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the Agent. The standard practice of the College is that the commission will be paid to the
account the College has on file for the Agent. All costs (such as bank charges) are to be
absorbed by the agent. If the Agent’s invoice contains its registered business number, the
College shall also pay to the Agent Harmonized Sales Taxes (HST) and other applicable
taxes in accordance with the applicable legislation. It is the Agent’s responsibility to
collect and remit such taxes to Canada Revenue Agency. All payments made by the
College shall be without statutory deductions in respect of Income Tax, Canada Pension
Plan, Employment Insurance and the Ontario Employers’ Health Tax.
24. The commission shall be based on tuition fees actually received by the College. The
commission shall not be payable in respect of a Student if the Student does not pay their
tuition fees in full for a semester. The commission shall not apply to Students who
withdraw from study from the College.

TERMINATION
25. The College may terminate this Agreement at any time upon the following:
a. upon any loss of status of or restriction on the Agent’s ability to carry on business
or perform the Services (including but not limited to insolvency, bankruptcy
proceedings, court order, winding-up or liquidation);
b. upon any breach of any term or condition of this Agreement by the Agent or any
of its employees, agents or representatives, and which breach is not cured within
30 days’ notice of such breach;
c. if the College determines, in its sole discretion, that the Agent is not performing
the Services to the satisfaction of the College or the Agent is adversely affecting
the status or reputation of the College;
d. if the Agent has failed to successfully recruit a minimum of 5 registered Students
to the College during the first six months of the Agreement; or,
e. upon 30 days’ notice to the Agent.
26. Upon termination or expiration of the Term, the Agent shall promptly return to the
College or destroy, at the College’s option, all property of the College that is in Agent’s
possession or control, including core marketing materials, College Calendars and
Confidential Information (as defined below), whether in hard copy or in electronic form.
27. Upon termination or expiration of the Term, the Agent shall cease providing the Services
and cease representing itself as an agent of the College, and shall pay all amounts owing
(if any) to the College immediately.
28. The College shall not be responsible for paying commissions to the Agent in respect of
Students whose application is received by the College following the date of termination or
expiration of the Term.

GENERAL TERMS
29. The College and the Agent acknowledge and agree that the relationship of the Agent to
the College is that of an independent contractor. Nothing herein shall be construed so as to

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place the parties in the relationship of partners, principal/agent or employer/employee.

The Agent shall have no authority to act for or bind the College or enter into any contract
or commitment on behalf of the College, nor shall the Agent hold itself out as having such
authority. The Agent shall indemnify and hold the College harmless from and against any
liability resulting from a breach of this Section. The Agent and its employees, agents and
representatives shall not be entitled to any benefits whatsoever otherwise made available
to College employees.
30. The Agent represents and warrants and acknowledges that the College is relying upon the
same, that: (a) it has corporate authority and capacity to perform the Services and carry on
business, (b) there is no legal proceeding in progress, pending, threatened or affecting the
Agent that involves a possibility of a material judgment or restriction against the Agent, or
its performance of the Services, and (c) there are no prior agreements or commitments
affecting the Agent that would adversely affect the Agent or its ability to perform the
Services.
31. The Agent shall indemnify and hold harmless the College and the officers, directors and
employees of the College (the “Indemnified Parties”) from all actions, claims,
proceedings, losses, costs, expenses, injuries and damages (including legal fees) incurred
by or suffered by any of the Indemnified Parties arising directly or indirectly or as a result
of any breach, non-performance or negligence of the Agent, or any of its employees,
agents and representatives, of the terms of this Agreement, including without limitation
any such claims brought against the Indemnified Parties by applicants who receive the
Agent’s Services. The Agent further agrees to indemnify and hold harmless the
Indemnified Parties from any liability incurred or suffered by any of the Indemnified
Parties by reason of the Agent’s failure to pay to the appropriate tax authority any taxes,
interest or penalty applicable to the Services hereunder. The College shall in no way be
responsible for the personal injury and liability insurance of the Agent arising from
performance of the Services hereunder, including any coverage under the provincial
Workers Safety & Insurance Act.
32. The College shall have no liability for any act or omission of the College or its directors,
officers, employees and agents in connection with or related to this Agreement or the
failure to provide materials to the Agent, or any costs, losses, damages or expenses arising
from the Agent’s performance of the Services under this Agreement. The Agent agrees
that it shall not bring any claim or join in any proceeding against the College for any
costs, losses, damages or expenses suffered in connection with this Agreement.
33. The Agent shall comply with all applicable laws, regulations, rules and orders in the
performance of its obligations under this Agreement, including all such laws and
regulations applicable in the Territory and any other jurisdiction where the Agent carries
on business, as well as laws and regulations applicable to the College.
34. The Agent acknowledges that a breach or threatened breach by Agent of any of the
provisions of the Agent’s Responsibilities (Section 10 - 16) would cause the College
irreparable harm not compensable in damages alone. The Agent further acknowledges
that it is essential to the effective enforcement of this Agreement that, in addition to any
other remedies to which the College may be entitled at law or in equity or otherwise under
this Agreement, the College be entitled to seek and obtain, in a summary manner, interim,

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interlocutory, and permanent injunctive relief, specific performance and other equitable
remedies. The Agent agrees that the restrictions in Section 10 - 16 are fair and reasonable
and are reasonably required for the protection of the College, and that the Agent is being
reasonably compensated for the imposition of such restrictions.
35. The Agent acknowledges that it has received Confidential Information of College, which
means all information relating to the College and its admission policies, curricula,
programs and courses, administration, policies and procedures, business and marketing
plans, student information, financial information, supplier and vendor information, and
any other information that is confidential in nature, whether marked confidential or not.
The Agent agrees that it will keep in strict confidence and not use disclose the
Confidential Information to any other person except only as reasonably required for the
performance of the Services. The Agent shall limit access and use of the Confidential
Information to those employees that have a need to know in order to perform the Services.
The Agent shall be responsible for ensuring that its employees are aware of and agree to
adhere to the confidentiality obligations set out herein. In addition, the existence of and
terms and conditions of this Agreement form part of the Confidential Information and are
to be kept mutually and strictly confidential by the parties at all times. The obligations of
the Agent under this Section remain in effect in perpetuity and shall exist and continue in
full force and effect notwithstanding the termination or expiration of this Agreement or
the breach or alleged breach by the College of this Agreement.
36. The College grants the Agent a non-exclusive, non-transferable license to use certain
trade-marks, logos, trade names or other intellectual property of the College as the College
may specify to the Agent from time to time (the “College IP”) solely and exclusively for
the purposes of the Agent performing the Services. The Agent shall have no right or
interest to the College IP except as expressly provided herein. The College may revoke the
license in this Section at any time. The Agent shall submit all documents, advertisements
or other materials using any of the College IP to the College for approval prior to usage.
Upon the termination or expiration of this Agreement, the Agent shall immediately cease
using all College IP for any purpose whatsoever.
37. The Agent shall comply with all applicable privacy legislation at all times. The Agent
shall collect, use and disclose all applicants’ personal information which it obtains in
relation to this Agreement, and maintain the confidentiality and privacy of such
information, in accordance with the provisions of the Personal Information Protection
and Electronics Document Act (PIPEDA). The Agent acknowledges that the College is
subject to privacy legislation including Freedom on Information and Protection of Privacy
Act (FIPPA) and Personal Information Protection and Electronics Document Act
(PIPEDA) and shall assist the College in complying with all applicable privacy legislation
as it relates to the Services performed as part of this Agreement including any disclosure
requirements.
38. The Agent shall obtain and maintain, at its own expense, insurance policies appropriate to
the business and liabilities of the Agreement with reputable insurers with terms and limits
acceptable to the College.
39. All notices and other communications required or permitted to be given in this Agreement
shall be in writing and shall be given to the parties at the following addresses or at such

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other address as a party shall specify by like notice:

Agent: Safeway Educational Consultants

Address: 5-6-260, Second Floor, Above Central Bakery Café,
Hyderabad, Telangana 500001
Phone: 00918019137488, 009104024809332
E-mail: safeway.educonsult@gmail.com

COLLEGE: Lambton College

1457 London Road
Sarnia, Ontario
N7S 6K4
519-542-7751
Any notice sent pursuant to this Agreement shall be sent by courier or by facsimile, and
shall be deemed to have been received on the date of actual receipt if sent by courier or at
the time sent if sent by facsimile.
40. This written instrument constitutes the entire agreement between the parties and shall be
interpreted and construed in accordance with the laws of Ontario and the federal laws of
Canada applicable therein. This agreement supersedes and replaces all previous
agreements as such there are no other agreements, understandings, representations or
warranties collateral, oral or otherwise. Any amendments to this Agreement shall have no
force or effect unless made in writing and executed by both parties. Pursuant to the
College’s policies, this Agreement will not take effect until authorized by the College’s
Dean of International.
41. If any provision of this Agreement shall to any extent be declared illegal or unenforceable
by a duly authorized court of competent jurisdiction, then the remainder of this
Agreement, or the application of such provision in circumstances other than those as to
which it is so declared illegal or unenforceable, shall not be affected thereby and each
other provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.
42. Provisions of sections which, by their nature, must remain in effect beyond the
termination or expiry of this Agreement survive the termination or expiry of this
Agreement for any reason.
43. This Agreement is personal to the Agent and Agent may not assign this Agreement or any
part thereof without the prior written consent of the College, which consent may be
withheld at the College’s discretion. This Agreement shall be binding upon the Agent and
its successors and permitted assigns.
44. The Agent acknowledges that the Agent has been advised to obtain full and adequate
independent legal advice with respect to this Agreement and has executed this Agreement
freely, voluntarily, without duress and with full knowledge and understanding of its terms
and conditions.

Signed this October 20, 2017. This agreement expires on October 19, 2019.
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International Agent Agreement

If Agent is a corporation:

Per: _____________________ Name: ___________________________

Title: ___________________________

If Agent is an individual:

_________________________ __________________________
[Agent name] Witness

LAMBTON COLLEGE OF APPLIED ARTS AND TECHNOLOGY

Per: ______________________ Name: Christopher Slade

Title: Dean of International Education

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