Supervisor Contract and Terms of Use

This version in effect since January 7th, 2008.

This Contract made and entered into

BETWEEN	BOATEREXAM.COM, with its registered office at 203-1568 Carling Ave in the City of Ottawa, ON (hereinafter referred to as the "BOATEREXAM")
AND	, residing at in the City of , (hereinafter referred to as the "SUPERVISOR")

WHEREAS BOATEREXAM is in the business of Educating Boaters and issuing Pleasure Craft Operator Cards.

AND WHEREAS BOATEREXAM wishes to retain the SUPERVISOR to perform certain services for BOATEREXAM;

AND WHEREAS BOATEREXAM and the SUPERVISOR wish to set out the terms and conditions upon which the SUPERVISOR will perform such services.

NOW THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES CONTAINED IN THIS CONTRACT, THE PARTIES AGREE AS FOLLOWS:

1. TERM

This Contract shall become effective on the date of signature by the SUPERVISOR ("Effective Date"), and shall continue unless terminated according to the terms of this Contract for 1 year (the "Contract Term").

2. SERVICES AND EXAM ADMINISTRATION

The SUPERVISOR will act as an agent of BOATEREXAM and shall supervise Pleasure Craft Operator proficiency exams (the "Exam") on behalf of BOATEREXAM as per the "Exam Protocol" and will enforce the following rules:

1. The SUPERVISOR will not be related to the person taking the Exam (the "Candidate").
2. The SUPERVISOR will be present at all times during the Exam.
3. The SUPERVISOR will only administer the Exam at a valid "Test Site".
4. The SUPERVISOR will ensure that the age and identity of the Candidate are verified correctly.
5. The SUPERVISOR will give clear instructions before the Exam as to the maximum duration of the Exam, the passing grade, and the procedures to be followed to complete the test.
6. The SUPERVISOR will ensure that the Candidate does not communicate with any persons other than the SUPERVISOR.
7. The SUPERVISOR will ensure that the Candidate does not have access to any documentation other than the Exam and the instructions that relate to it.
8. The SUPERVISOR will ensure that the Candidate does not attempt to reproduce, save, print, or copy the exam or its components.
9. The SUPERVISOR will ensure that the Candidate does not consume any alcoholic beverages.
10. The SUPERVISOR will ensure that the Candidate does not take the Exam more than once in one day.

3. THE TEST SITE

1. The Test Site must be under the control of the SUPERVISOR and must in no way be under the control of the Candidate.
2. For the duration of the Exam, the Test Site must be designed solely for the use of the SUPERVISOR and the Candidate and, if applicable, agents of the Department of Transport.
3. The SUPERVISOR must allow access to any agents of the Department of Transport to the Test Site while the Exam is in progress.

4. LOGIN IDS AND PASSWORDS

The SUPERVISOR will be issued a login ID and password (collectively "Codes") by BOATEREXAM. The Codes remain the property of BOATEREXAM and may be cancelled or suspended at any time by BOATEREXAM in its discretion without any notice or liability to you or any other person.

BOATEREXAM may in its discretion at any time require proof of the identity of any person seeking to access and use the Exam, and may deny access to and use of the Exam if BOATEREXAM is not satisfied with such proof.

1. The SUPERVISOR is fully responsible and liable for the security of the Codes and any and all use and misuse of the Codes
2. The SUPERVISOR will keep the Codes secure and confidential at all times and not disclose the Codes to any other person or permit any other person to use the Codes.
3. The SUPERVISOR will ensure that all uses of the Codes comply with this Agreement.
4. Once the SUPERVISOR has logged-on to the Exam using the Codes, the SUPERVISOR will not leave the computer terminal used to access the Exam unless and until the session has been terminated.
5. The SUPERVISOR will immediately notify BOATEREXAM by telephone if any Codes have been lost or stolen or become known to or used by any other person.

5. NO ASSIGNMENT

The duties of the SUPERVISOR contained in this Contract are personal and the SUPERVISOR may not assign this Contract.

6. COMPENSATION

It is understood that during the Contract Term the SUPERVISOR will not be compensated by BOATEREXAM, its agents, affiliates, service providers, suppliers, or other persons.

7. WARRANTY

The SUPERVISOR warrants as follows:

That the services he or she renders shall be performed in a competent, professional manner, in accordance with current industry standards. The SUPERVISOR also assumes full responsibility for performing the assigned tasks within the framework and time schedule of the project(s) as established by BOATEREXAM. If the SUPERVISOR must be replaced during the Contract Term, the SUPERVISOR shall assume full financial responsibility for any charges levied on BOATEREXAM as a result.

8. COVENANT OF CONFIDENTIALITY

1. The SUPERVISOR acknowledges that he or she will acquire information about certain matters and things which are confidential to BOATEREXAM, and which information is the exclusive property of BOATEREXAM, including:
   1. names and addresses of present and prospective clients, names of other sub-contractors and suppliers or customers of BOATEREXAM;
   2. pricing and sales policies, techniques and concepts;
   3. trade secrets; and
   4. other confidential information concerning the business operations of BOATEREXAM.
2. The SUPERVISOR acknowledges the information as referred to in this Paragraph 8 could be used to the detriment of BOATEREXAM. Accordingly, the SUPERVISOR shall not disclose any such information to any third party either during the Contract Term, or after the termination of this Contract, however caused, except with the prior written permission of BOATEREXAM.
3. The SUPERVISOR acknowledges and agrees that, without prejudice to any other rights of BOATEREXAM, in the event of any violation or attempted violation of any of the covenants contained in this Paragraph 8, an injunction or any other like remedy shall be the only effective remedy to protect BOATEREXAM rights and property as set out in this paragraph, and that an interim injunction may be granted immediately on the commencement of any suit or legal proceeding.

9. TERMINATION OF THE CONTRACT

1. Termination for Cause. BOATEREXAM may terminate this Contract "for cause" at any time and without notice to the SUPERVISOR. For the purposes of this Contract without restricting the generality of the foregoing, "for cause" includes but is not limited to the following:
   1. fraudulent misrepresentation as to qualifications;
   2. serious misconduct;
   3. breach of duty of fidelity;
   4. conflict of interest
   5. failure to obey a lawful direction of BOATEREXAM;
   6. fraud or dishonesty;
   7. theft;
   8. gross negligence;
   9. willful breach or habitual neglect of significant and material duties the SUPERVISOR is required to perform;
   10. breach of a covenant in this Contract; and
   11. failure to carry out the work under this contract personally.
2. Termination with Notice. Notwithstanding anything contained herein, BOATEREXAM may terminate this Contract if the SUPERVISOR has not performed its duties to the satisfaction of BOATEREXAM.
3. Termination Upon Mutual Agreement. This Contract may be terminated at any time by mutual agreement of the parties.

10. RETURN OF PROPERTY

On termination of this Contract for any reason the SUPERVISOR shall immediately (and in no event later than five calendar days thereafter) return to BOATEREXAM all writings, plans, specifications and materials whatsoever which contain information which is confidential or proprietary to BOATEREXAM or its clients, including all copies thereof, as well as, all application design, training manuals, equipment, documents prepared under this Contract, credit or charge cards, computer disks, CD-ROMs, computer software and hardware, portable telephone, notes, plans, specifications, papers, keys, customer or client lists, technical information and data, reports, manuals, financial information, and any other information (including copies, summaries and excerpts) belonging to or relating to the business of BOATEREXAM, which are in the SUPERVISOR's possession or control and the SUPERVISOR shall certify in writing to BOATEREXAM that all such materials have been returned.

11. INDEMNITY TO BOATEREXAM

The SUPERVISOR covenants with BOATEREXAM to promptly indemnify and save harmless BOATEREXAM for any and all liabilities, damages, costs, claims, suits or actions of any nature or kind including the full cost to BOATEREXAM in resisting or defending the same to which BOATEREXAM shall or may become liable or suffer arising out of or by reason of:

1. any breach, violation or non-performance by the SUPERVISOR of any of its covenants and obligations to the clients of BOATEREXAM;
2. any damage to the clients of BOATEREXAM or any property belonging to the clients of BOATEREXAM; and
3. any injury to any invitee, licensee, agent, servant or employee of the SUPERVISOR, including death resulting at any time there from, occurring on or about the property of the clients of BOATEREXAM (unless caused by the negligence or misconduct of BOATEREXAM).

12. WAIVER

No waiver by either party of any delay, default, or omission by the other party shall affect or impair the rights of the non-defaulting party in respect of any subsequent delay, default, or omission of the same or different kind.

13. SURVIVAL

Paragraphs 8, 10 and 11 shall survive any termination or expiry of this Contract.

14. SEVERABILITY

If any covenant or provision of this Contract is determined to be void or unenforceable in whole or part, it shall not be deemed to affect or impair the validity of any other covenant or provision.

15. APPLICABLE LAW

This Contract shall be governed by and construed in accordance with the laws of the PROVINCE OF ONTARIO , Canada , and the courts of that Province shall have jurisdiction over all matters arising hereunder.

16. ENTIRE CONTRACT

This Contract, including all Schedules attached hereto, replaces any previous contract between the parties and sets forth the entire Contract between the parties pertaining to the services to be provided by the SUPERVISOR to BOATEREXAM, and no modification, variation or amendment of it shall be binding upon the parties unless it is in writing and signed by both parties. The parties acknowledge that there are no collateral agreements, representations, warranties, arrangements, understandings or otherwise, written or oral, pertaining to the subject matter of this Contract.

17. LANGUAGE

Each of the parties hereto acknowledges that it has required that this document and all other documentation related to this Contract be drawn up in the English language. Chacune des parties aux présentes reconnaît qu'on a exigé que ce contrat et tout document y afférent soient redigés en langue anglaise.

18. ACKNOWLEDGEMENT

The parties hereto each acknowledge that he or she:

1. has read the Contract in its entirety and has full knowledge of the contents;
2. understands his or her respective rights and obligations under the Contract, its nature and the consequences of signing it; and
3. is signing this Contract voluntarily.