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A Division of Adecco Employment Services Limited
#1250, 800 6th Ave SW
Calgary, AB T2P 3G3
Tel: (403) 264-3283, Fax: (403) 264-3298
E-mail to ymaik@roevin.ca

INDEPENDENT CONTRACTOR AGREEMENT

THIS AGREEMENT (the Agreement) is made as of the 19
th
day of August, 2013 between Company- TBA
(Independent Contractor) and Roevin Technical People, a division of Adecco Employment Services
Limited (Roevin). Roevin and the Independent Contractor are sometimes hereinafter collectively referred to
as the Parties.

In consideration of the mutual covenants contained in this Agreement and other good and valuable
consideration, the Parties agree as follows:

1. Services. Roevin is retaining the Independent Contractor to provide services to the Roevin client indicated
in the attached Schedule A (the Client) in accordance with the terms and conditions contained in this
Agreement, and Independent Contractor agrees to be so retained. The Independent Contractor agrees to
provide services in a professional, business-like manner in accordance with applicable law and, if
applicable, Clients workplace policies.

The Contractor shall diligently perform the services to the satisfaction of the Client. During the Term of this
Agreement, the Contractor shall devote its full time and attention to performance of the services as and
when required by the Client, and shall perform the services diligently and faithfully to the best of its abilities
and in the best interests of the Client.

2. Term. The term of this Agreement (the Term) will start and end on the dates indicated in Schedule A,
Termination of the Agreement will end the business relationship, but the Agreement will continue to govern
the parties rights and obligations with respect to the business done and the services performed before
termination of the Agreement.

3. Independent Contractor. The Independent Contractors relationship with Roevin as created by this
Agreement is that of an independent contractor for the purposes of the federal Income Tax Act, any similar
provincial taxing and employment standards legislation and the common law.

4. Fees. Roevin will pay the Independent Contractor a fee as established in Schedule A to this Agreement or
as agreed upon by the parties via email at the time of assignment. Stated fees are exclusive of all federal
and provincial sales tax, and are for the hours actually worked by the Independent Contractor and
approved by the Client. For greater certainty, neither Roevin nor the Client shall be liable to provide or pay
for any health and dental insurance coverage, pension contributions, vacation time or vacation pay,
overtime pay, sick leave or emergency leave on account of the Independent Contractor or termination or
severance pay, and the Independent Contractor acknowledges that it is not entitled to any of the foregoing.

5. Business Expenses. Roevin shall reimburse the Independent Contractor for only those reasonable and
necessary expenses incurred by the Independent Contractor which have been pre-authorized by Client.
For greater certainty, Roevin will not reimburse Independent Contractor for expenses related to a home
office, tools and equipment, travel or any other business operating costs unless the Client or Roevin
provides written authorization in advance of incurring the expense.

6. Journey to Zero. In entering into the Agreement and in the performance of the services, the Independent
Contractor shall adhere to Suncors Journey to Zero safety program, based upon the following principles:

i) all injuries are preventable;
ii) Suncor must have safety excellence to achieve operational excellence;
iii) Suncor holds safety as a core value and shall not let it be compromised;

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iv) striving for safety excellence is a visible demonstration of our care and concern for one another;
v) working safely is a condition of the entering into the Agreement;
vi) to prevent the recurrence of incidents, all parties must investigate, understand and correct the
causes of incidents;
vii) involvement in safety activities by everyone builds understanding, commitment and ownership;
viii) everyone is responsible for a safe workplace;
ix) the parties must continuously improve by measuring, benchmarking and communicating our safety
performance; and
x) a safety mindset while on the Suncor site reaps benefits for all.
7. Compliance with Client Policies. The Independent Contractor shall comply with the Clients internal
policies know as Suncors Standards of Business Conduct, copies of which are located at
www.suncor.com under Business With Us, as amended by Suncor from time to time. While on the
clients premises, the Independent Contractor shall at all times comply with worksite policies and practices,
including without limitation, policies and practices regarding environmental, health and safety, site security
and workplace harassment.

8. Invoices. The Independent Contractor agrees to invoice Roevin for payment of fees in addition to
submitting hours via email or fax directly to Roevins time capture system. The invoice will set out the
number of hours worked, the total fees payable and the GST/HST, along with the GST/HST registration
number. Expense receipts must be signed by the Client, and must be submitted with the invoice in order
for the Independent Contractors to receive payment.

9. Date of Payment. The Independent Contractors invoices will be paid within ten (10) days of the
Independent Contractors submittal of hours via Roevins time capture system (although the first payment
may take up to 25 days). Notwithstanding anything to the contrary in this Agreement or in any payment
terms listed on Independent Contractors invoices, Independent Contractor agrees that Roevin payment to
Independent Contractor is conditional upon Clients acceptance and payment for services performed by
Independent Contractor. In the event of Clients delay, failure, refusal or inability to pay Roevin for the
services performed by Independent Contractor, Roevin shall have no obligation to pay Independent
Contractor for such services. It is further agreed that if Roevin has processed and advanced payment to
the Independent Contractor and Client subsequently refuses to make payment, the Independent Contractor
shall reimburse Roevin for such payment, or agrees that such amount may be offset from other amounts
owing to Independent Contractor.

10. Statutory Obligations. The Independent Contractor agrees to take full responsibility for payment and
remittance of any employer health tax levy amounts, Canada or Quebec Pension Plan contributions,
income tax deductions and Employment Insurance premiums (collectively the Payments) at its own
expense to the extent required by law, and the Independent Contractor further agrees that it shall
indemnify and save harmless Roevin, Client and their respective officers, directors, employees, agents and
representatives from and against any and all claims for such Payments, as well as any interest or penalties
thereon.

11. Workers Compensation. The Independent Contractor acknowledges that it is not protected by Roevins
workers compensation insurance and neither Roevin nor Client will be assuming any liability for injuries
that the principal or any employees of the Independent Contractor may sustain while providing services to
Clients. Independent Contractor understands that it must carry its own workers compensation insurance
for the full period of its assignment with Client. In the event that workers compensation insurance lapses
during its assignment with Client, Independent Contractor will forthwith be removed from assignment until
such insurance is brought back into good standing. Independent Contractor agrees to release Roevin and
Client and their respective officers, agents, and associates from any responsibility or liability with respect to

Initial Here

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any injury that the principal or any employees of the Independent Contractor sustain while providing
services to Client.

12. Binding Authority. The Independent Contractor agrees that it does not have the authority and cannot
commit or bind Client or Roevin to any matter, contract or negotiation on behalf of the Client or Roevin
unless such authority has expressly been granted to the Independent Contractor in writing.

13. Termination of Agreement. Both parties hereto agree that this Agreement may be terminated by any of
the following events:

i) notice by the Independent Contractor to Roevin, to be provided one (1) week in advance of the
effective date of termination;

ii) 7 days notice by Roevin (or Roevins authorized designate) to the Independent Contractor,
provided that the Client is satisfied with Independent Contractors services. If Client, acting in its
sole discretion, determines that Independent Contractor fails to perform its work in accordance
with the Clients specifications or at the degree of technical and professional skill reasonably
expected by the Client, Roevin may terminate this Independent Contractor Agreement with
immediate effect;

iii) upon the bankruptcy or insolvency of either Party; or

iv) upon the death or incapacity of the principal of the Independent Contractor.

14. Intellectual and Proprietary Rights. Subject to any rights, title or interests expressly granted by this
Agreement, neither party shall acquire any right, title, or interest in or to any intellectual property rights
(including without limitation patents, copyright and trade secrets) of the other party. In the event the
Independent Contractor contributes to any new technology or patentable invention as a result of providing
services to the Client, such new technology or patentable invention shall be the exclusive property of the
Client and Client shall have the exclusive right to file patent applications in respect of the same in the name
of the Client and the Independent Contractor shall provide all necessary assistance in the filing and
prosecution of such patent applications. All products of the services, including without limiting the
generality of the foregoing, all drawings, documents, engineering and process data, design calculations
and materials prepared or provided by the Independent Contractor in the course of, or as a result of,
performing services shall be the property of the Client absolutely and all property rights therein, including
copyright, shall be vested in the Client, and may be used by the Client for any purpose whatsoever. The
Independent Contractor shall defend or settle at its sole cost, risk and expense all legal and other
proceedings whatsoever brought against itself and/or the Client alleging an infringement of patent or
copyright by the Independent Contractor in performing its services and the Independent Contractor shall
indemnify and save harmless the Client from and against any and all actions, suits, claims and demands
whatsoever by any person, firm or corporation arising out of or resulting from such proceedings.

15. Confidentiality. "Confidential Information" means all information (including information in writing and
transmitted orally, visually or by other means) which the Independent Contractor directly or indirectly,
acquires from the Client or through performance of the Services (including information regarding the
Services) or any other information concerning or relating to the Client, including without limitation its
business, affairs, financial position, assets, operations, activities, prospects, trade secrets, technology,
technical information or information regarding the Project, together with all compilations, notes, or other
documents prepared by the Independent Contractor containing or based upon such information, but shall
not include: (a) information which is or becomes available to the public, other than as a result of disclosure
by the Independent Contractor or (b) information which the Independent Contractor can prove was, at the
time of disclosure, already in the possession of the Independent Contractor on a non-confidential and
lawful basis.

The Independent Contractor agrees to receive and maintain all Confidential Information in the strictest
confidence and shall not disclose the Confidential Information in any manner whatsoever and shall not use
the Confidential Information, directly or indirectly, for any purpose whatsoever, other than on the Clients
behalf. In the event the Independent Contractor is required by law to disclose any of the Confidential

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Information, the Independent Contractor shall provide the Client with prompt written notice of same so that
the Client may seek either a protective order or other appropriate remedy.

It is understood that neither this Agreement nor disclosure of any Confidential Information to the
Independent Contractor shall be construed as granting to the Independent Contractor any license or rights
in respect of all or any part of the Confidential Information. The Independent Contractor, when requested

by the Client, shall promptly return or destroy all Confidential Information then in possession of the
Independent Contractor.

16. Privacy. To the extent that Client or its employees or agents provide any personal information to the
Independent Contractor, the Independent Contractor shall only use such personal information for the
purposes necessary to fulfill its obligations under the contract, and shall not disclose such personal
information except as authorized by the Client or required by law. The Independent Contractor shall at all
times use appropriate security measures to protect such personal information against unauthorized use
and disclosure. In the event the Independent Contractor receives from a third party any requests for access
to such personal information, or any complaints in respect of the use or disclosure of such personal
information, the Independent Contractor shall promptly advise the Client and shall not take any action in
respect of such requests or complaints without the prior written authorization of the Client. The
Independent Contractor shall promptly return to the Client or, if requested by the Client, destroy all such
personal information upon the earlier of completion or termination of the contract. The Independent
Contractor shall obtain written consent from each of its employees, consultants and representatives who
may be engaged in the work under the contract to the collection and use by the Independent Contractor or
the Client of the consenting persons personal information in connection with the Independent Contractors
performance of its obligations under the contract, and the Independent Contractor shall require its
subcontractors to obtain similar consents form their employees, consultants and representatives. The
Independent Contractor shall upon request provide the Client with copies of all such consents.

17. Indemnification. The Independent Contractor agrees to indemnify, defend and save harmless Roevin and
Client, their affiliates and their respective directors, officers, employees, agents and other representatives
from and against any and all losses, claims, or expenses (including legal fees and disbursements) or
liability of any kind whatsoever resulting from:

(a) damages to persons or property, personal injury or death caused by the negligent or wilful
acts or omissions of the Independent Contractor and its agents arising in connection with this
Agreement;
(b) without limiting the generality of the foregoing, in the case of Independent Contractors use of
Client or Roevin owned or leased vehicles, the Independent Contractor agrees to indemnify
Roevin or the Client (as the case may be) and hold each of the aforesaid harmless against all
losses, damage, cost and expenses incurred by either or both of them in connection with the
use of such vehicle by the Independent Contractor, whether such loss, damage, cost or
expense arises in connection with an insured risk or otherwise;
(c) any and all breaches by the Independent Contractor of any representations, warranties,
covenants, terms or conditions of this Agreement;
(d) any claim of the Client that services performed by the Independent Contractor or any Work
Products or other deliverables provided to the Client as part of such services constitute an
infringement, violation or misappropriation of any third partys right, including any intellectual
property right; except to the extent that any such claim or resulting liability is based upon
materials or information provided by Roevin or the Client, or is the result of changes by the
Client or any third party subsequent to performance by the Independent Contractor under this
Agreement; and
(e) any employee source deduction, employer contribution, notice or pay in lieu thereof arising
from the termination of this Agreement or other employer/employee obligation, including
interest and penalties thereon, that Roevin and/or the Client may be assessed or otherwise
may incur as a result of a federal or provincial governmental department or agency, authority
or competent tribunal determining that the principal or any other employees of the

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Independent Contractor is considered an employee
of Roevin or the Client for the purposes of this
Agreement.

18. Subcontractor. The Independent Contractor agrees that the Client is the client of Roevin and that the
Independent Contractor is providing services required by the Client as an independent subcontractor only.

19. Injunctive Relief. The Independent Contractor further acknowledges and agrees that Roevin has
expended monies, effort, and time to obtain a contract with the Client and that Roevin has a right to protect
its goodwill and proprietary interest in the Client. Accordingly, Roevin shall be entitled as a matter of right,
and in addition to all other rights and remedies it may have in law, to obtain an injunction or other relief to
prevent a breach by the Independent Contractor of this in the Agreement.

20. Restrictions. The Independent Contractor covenants and agrees that it will not, directly or indirectly, either
during the Term or for a period of six months following the termination of this Agreement:

(a) enter into an arrangement with a competing business of Roevin to provide substantially
similar services to the Client as those being provided under this Agreement; or

(b) solicit, induce or attempt to induce any person who is employed by or under contract to
Roevin or the Client to terminate their employment or their contract with Roevin or the
Client.

Independent Contractor and Roevin acknowledge that, subject to the foregoing, the Independent
Contractor has the right to provide services of any kind to any other persons so long as the provision of
such services does not conflict with the provision of services by the Independent Contractor to the Client.

21. Guarantor. The principal of the Independent Contractor covenants and guarantees the terms and
conditions of this Agreement in consideration for Roevin entering into this Agreement with Independent
Contractor, and shall personally perform the services hereunder.

22. Right to Work in Canada. The principal of the Independent Contractor hereby confirms that he/she and
any employees of the Independent Contractor are eligible to work in Canada and will provide proof of
status if Roevin so requires.

23. No Conflict. The Independent Contractor represents and warrants to Roevin that in entering into this
Agreement it is not in violation of any restrictive covenant or other legal obligation which may prohibit it
from performing services pursuant to this Agreement.

24. Severability. If any provision of this Agreement is determined to be invalid or unenforceable by a court of
competent jurisdiction, such determination shall not invalidate the rest of this Agreement and the remainder
of the Agreement shall be valid and enforceable.

25. Entire Agreement. This Agreement represents the entire Agreement between the Parties, and supersedes
all other negotiations, understandings and agreements between the Parties, either oral or written. No
amendment to this Agreement shall be binding without the written consent of both Parties. No waiver of
any breach of this Agreement shall be effective or binding unless made in writing.

26. Assignment. This Agreement shall be binding upon the Parties hereto, their respective heirs, executors,
administrators, successors, and assigns. This Agreement is not assignable by the Independent Contractor
without Roevins prior written consent.

27. Governing Law. The Parties agree that this Agreement shall be governed by the laws of the Province of
Alberta.

28. Bound by terms. The Independent Contractor acknowledges that it has read and understands the terms
and conditions contained in this Agreement and agrees to be bound by them.

29. Allowances, if applicable, are to be pro-rated based on days worked for the first and last month of work


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IN WITNESS WHEREOF the Parties have executed this Agreement on the date first written above.





Independent Contractor Date



Yaryna Maik August 19, 2013
Administrative Coordinator Date
Roevin Technical People, a division of
Adecco Employment Services Limited