HEALTH SURVEILLANCE

THIS QUOTE FOR OCCUPATIONAL HEALTH SERVICES (this “Agreement”) is made as of the date indicated in such (the “Effective Date”), between Wellpoint Health Ltd. (“Wellpoint”) and Client (the “Client).

​

WHEREAS the parties wish to enter into this Agreement to provide for the provision of occupational health services by Wellpoint to the Client upon the terms and conditions set forth herein;

​

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

​

1. Services. Wellpoint shall provide to the Client the occupational health services detailed in the Quote for Occupational Health Services provided to the Client, as same may be supplemented from time to time upon the written agreement of the parties (the “Services”). The Services are to be delivered in accordance with the frequency and timing set out in the Quote for Occupational Health Services. 
    

2. Fees. The Client agrees to pay Wellpoint for the Services on a fee-for-service basis in accordance with the fee schedule set out in the Quote for Occupational health Services. Wellpoint may amend this fee schedule with the Client’s consent, which consent shall not be unreasonably withheld. All fees are exclusive of applicable taxes.
    

3. Invoicing and Payment Terms. The Client shall pay all Fees and any other amounts due and payable to Wellpoint within thirty (30) days of the date of Wellpoint’s invoice. The Client agrees to pay interest on any overdue invoice at a rate of 1% per month (being 12.68% per annum). The Client shall also reimburse Wellpoint for all reasonable costs incurred in collecting any late payments, including, without limitation, legal fees. In addition to any all other remedies available under this Agreement or at law, Wellpoint may withhold Services from the Client should any invoice remain unpaid, in whole or in part, for a period of sixty (60) days.
    

4. Insurance. Throughout the Term, Wellpoint shall maintain the following insurance and shall provide evidence of such insurance as and when requested by Client, acting reasonably:

   1. Workers’ Compensation insurance as required by applicable law;

   2. Commercial General Liability insurance, with a minimum limit of $1,000,000; and

   3. Professional Liability insurance, with a minimum limit of $1,000,000.
       

5. Term. This Agreement shall be deemed to commenced as of and from the Effective Date and shall continue until terminated in accordance with Section 11 of this Agreement (such period being referred to herein as the “Term”).
    

6. Confidentiality.  For the purposes of this Agreement, “Confidential Information” means any information disclosed or otherwise made available by the Client to Wellpoint in furtherance of the Services and which is marked as confidential or which, by its nature, is reasonably treated by the Client as confidential, and for all purposes shall include personal information and personal health information.   

   1. Wellpoint agrees to hold all Confidential Information in confidence and not to disclose any such information to any person or use any Confidential Information for any purposes other than in furtherance of the Services.  Without limiting the generality of the forgoing, Wellpoint acknowledges and agrees that it has certain obligations pursuant to the Personal Information Protection and Electronic Documents Act (Canada) and applicable provincial legislation dealing with collection, disclosure and storage of personal information and personal health information, and it agrees to comply with such obligations.

   2. Notwithstanding anything to the contrary herein, Wellpoint shall be entitled to disclose Confidential Information under compulsion of law, provided that such disclosure is limited to that which is so required by law to be disclosed.

   3. This obligation of confidentiality shall survive the termination of this Agreement.
       

7. Wellpoint’s Proprietary Information. Wellpoint has developed and uses certain proprietary processes, protocols, procedures, materials and information in respect of the provision of the Services. The Client acknowledges that any and all of such proprietary processes, protocols, procedures, material and information are the sole and exclusive property of Wellpoint and the Client shall not acquire any right, title or interest therein other than the right to use and access same during the Term. For greater certainty, the Client is specifically prohibited from reproducing or recreating any such proprietary processes, protocols, procedures, materials and information, either during the Term or at any time thereafter.
    

8. Non-Solicitation/Non-Engagement Covenant. The Client agrees that it shall not, during the Term and for a period of twelve (12) months after the termination of this Agreement, directly or indirectly, solicit, hire or otherwise engage any person who have performed any of the Services during the previous twenty-four (24) month period or take any action which is intended to persuade or entice any such person to leave their employment or engagement with Wellpoint or terminate any agreement, commitment, engagement or other relationship that they have with Wellpoint.
    

9. Reasonableness.  The Client acknowledges and agrees that its covenants and obligations contained in this Agreement, including, without limitation, Sections 7 and 8 are reasonable and are supported by good and adequate consideration and are necessary to protect the legitimate proprietary and business interests of Wellpoint. The Client further acknowledges and agrees that any default or threatened default by the Client of Section 7 and/or 8 will cause serious and irreparable harm to Wellpoint which cannot be adequately compensated for by monetary damages. Accordingly, the Client irrevocably consents to an order specifically enforcing the provisions of Sections 7 and/or 8, or an order of injunction being issued against it restraining it from any further default or threatened default of such provisions. The provisions of this Section shall not derogate from any other remedy which Wellpoint may have at law or in equity in the event of such default or threatened default. The provisions of this Section shall survive the expiry or termination of this Agreement.
    

10. LIMITATION OF LIABILITY.  EXCEPT AS A DIRECT RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NONE OF WELLPOINT, ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR CONTRACTORS SHALL BE LIABLE TO THE CLIENT OR ANY OTHER PERSON FOR ANY TYPE OF DAMAGE  WHICH ARISES FROM OR IS DIRECTLY OR INDIRECTLY RELATED TO THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL WELLPOINT, ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR CONTRACTORS BE LIABLE TO ANY PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR IS DIRECTLY OR INDIRECTLY RELATED TO THE SERVICES EVEN IF SUCH PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
     

11. Termination. This Agreement may be terminated by either party as follows:

    1. by the mutual written agreement of the parties; or

    2. by Wellpoint or the Client, for any reason, upon not less than (60) days’ prior written notice to the other party; or

    3. by Wellpoint or the Client immediately upon written notice to the other party, where the other party has failed to observe or perform any of its obligations under this Agreement, and such failure has not been remedied to the reasonable satisfaction of the non-defaulting party within fifteen (15) days of providing written notice to the defaulting party detailing the nature of such failure and requiring that such failure be remedied.; or

    4. by Wellpoint or the Client immediately upon written notice to the other party, where the other party becomes insolvent or admits its inability to pay its debts generally as they become due; or

    5. by Wellpoint or the Client immediately upon written notice to the other party, where the other party becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) days or is not dismissed or vacated within forty-five (45) days after filing; or

    6. by Wellpoint or the Client immediately upon written notice to the other party, where the other party is dissolved or liquidated or takes any corporate action for such purpose; or

    7. by Wellpoint or the Client immediately upon written notice to the other party, where the other party makes a general assignment for the benefit of creditors; or

    8. by Wellpoint or the Client immediately upon written notice to the other party, where the other party has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
        

12. Assignment. Neither party may assign their respective rights and obligations under this Agreement without first obtaining the written consent of other party, provided, however, that either party may assign this Agreement to an affiliate or the successor of its business upon written notice to the other party.. This Agreement shall enure to the benefit of, and be binding upon. the parties and their respective successors (including any successor by reason of amalgamation, merger or statutory arrangement of any party) and permitted assigns.
     

13. Entire Agreement. This Agreement, including Schedule “A” attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, negotiations, discussions, arrangements, promises, undertakings, statements, representations, warranties and understandings, whether written or oral, with respect to the subject matter hereof and thereof.
     

14. Independent Contractor. The parties agree that Wellpoint is acting as an independent contractor in performing the Services under this Agreement and nothing contained herein shall be construed so as to create an agency relationship, partnership or joint venture between Wellpoint and the Client. Wellpoint, including its employees, agents or subcontractors, have no authority to bind the Client and no such person shall be considered employees of the Client.
     

15. Notices. Unless otherwise indicated, each notice to be given to a party under this Agreement must be given in writing and delivered personally, by prepaid courier with tracking facilities, or by prepaid registered mail to the party as follows:​
    
    In the case of a notice to Wellpoint, addressed to it at:
    Wellpoint Health Ltd.
    586 Argus Road, Suite 104
    Oakville, ON L6J 3J3
    Attention: Chief Executive Officer
    
    In the case of a notice to the Client, addressed to it at most recent contact information received by Wellpoint.
    
    Each notice so delivered shall be deemed to have been received on the date so delivered, provided that is such day is a Saturday, Sunday or Statutory Holiday in Ontario, or such delivery occurs after 5:00 p.m. (local time of the recipient), such delivery shall be deemed to have occurred on the next day that is not Saturday, Sunday or Statutory Holiday in Ontario. Either party may change its address for notice by written notice delivered to the other party in accordance with this Section.
     

16. Amendment and Waiver. Except as otherwise specifically provided herein, neither this Agreement nor Schedule A may be amended, modified or supplemented except by written agreement signed by both parties. No waiver of any provision of this Agreement is binding unless it is in writing and signed by the party providing the waiver. It is further understood and agreed that no failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement.
     

17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Each party attorns to the exclusive jurisdiction of the courts sitting in Ontario with respect to any matter arising hereunder or related hereto.
     

18. Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, the invalidity, illegality or unenforceability of that provision shall not affect the legality, validity or enforceability of the remaining provisions of this Agreement. Should there be a discrepancy between the terms and conditions of this Agreement and those contained in Schedule “A” attached hereto, the terms and conditions in Schedule “A” shall govern.
     

19. Time of Essence. For every provision of this Agreement, time is of the essence.
     

20. Currency. All references to dollars herein are to lawful money of Canada.
     

21. Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts. Each executed counterpart shall be deemed to be an original. All executed counterparts taken together shall constitute one and the same agreement. This Agreement may be transmitted by facsimile or such other electronic device, and the production of a party’s signature by such device shall be binding as if original.
     

22. Force Majeure. Wellpoint shall not be liable or responsible to the Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent that such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Wellpoint, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or other employee restrictions, compliance with any law or governmental order, rule, regulation or direction, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of [insert time period], the Client shall be entitled to give notice in writing to Wellpoint to terminate this Agreement.