Blu Codes Inc. (Operating as Owl Mentors)
Effective Date: March 1st, 2026
This Independent Contractor Agreement (“Agreement”) is entered into by and between: Blu Codes Inc., operating as Owl Mentors, a corporation duly incorporated under the laws of Canada (“Company”, “Owl Mentors”), AND the undersigned Instructor (“Instructor”, “Contractor”). Collectively referred to as the “Parties.”
1.1 Instructor is engaged as an independent contractor.
1.2 Nothing herein creates employment, partnership, franchise, agency, fiduciary, or joint venture relationship.
1.3 Instructor has no authority to bind the Company.
1.4 Instructor is solely responsible for:
1.5 Instructor waives any claim to:
2.1 Instructor warrants compliance with all applicable laws in their country of residence, including:
2.2 Instructor is solely responsible for ensuring legal eligibility to provide services cross-border.
3.1 Instructor shall provide online educational services as assigned.
3.2 Company may assign, remove, or reassign students at its sole discretion.
3.3 No minimum hours, income, or exclusivity is guaranteed.
3.4 Company may modify curriculum, pricing, or service structure at any time.
4.1 Compensation shall be per session/hour as agreed separately.
4.2 Payment is conditional upon:
4.3 Company may withhold payment in cases of:
4.4 Instructor bears all banking, transfer, and currency conversion fees.
5.1 Instructor shall not, directly or indirectly:
5.2 Applies worldwide during term and for 36 months after termination.
5.3 Breach results in:
To the maximum extent permitted by applicable law, Instructor shall not provide substantially similar services to competing online mentorship platforms serving Company-introduced clients for 12 months post-termination. If unenforceable in a jurisdiction, the clause shall be modified to the maximum enforceable extent.
Instructor shall keep confidential all:
Obligation survives indefinitely.
8.1 Instructor agrees to comply with all applicable international data protection laws including but not limited to:
8.2 Instructor shall:
8.3 Instructor shall indemnify Company for privacy violations caused by Instructor.
9.1 All materials created during engagement are “work made for hire.”
9.2 Instructor irrevocably assigns worldwide intellectual property rights to Blu Codes Inc.
9.3 Instructor waives moral rights to the extent permitted by law.
9.4 Company retains ownership of:
Instructor consents to:
Company owns all recordings globally.
Instructor warrants that:
False representation is grounds for immediate termination and damages.
To the maximum extent permitted by law, Company shall not be liable for:
Maximum liability shall not exceed total fees paid to Instructor in the 30 days preceding the claim.
Instructor shall indemnify, defend, and hold harmless Blu Codes Inc., its directors, officers, shareholders, affiliates, and agents from any claims arising out of:
This obligation survives termination.
Company may require Instructor to maintain professional liability insurance.
Failure to maintain required insurance may result in suspension.
15.1 Company may terminate at any time, with or without cause.
15.2 Immediate termination for:
15.3 No compensation is owed post-termination except for approved completed sessions.
Company is not liable for failure due to:
17.1 This Agreement shall be governed exclusively by the laws of British Columbia, Canada, without regard to conflict of law principles.
17.2 Any dispute, claim, or controversy arising out of or relating to this Agreement shall be:
17.3 Instructor irrevocably waives:
17.4 Instructor agrees not to participate in class action or collective proceedings.
If any provision is unenforceable, it shall be modified to the maximum enforceable extent, without affecting remaining provisions.
This Agreement supersedes all prior communications and constitutes full understanding between Parties.
The following sections shall survive termination or expiration of this Agreement indefinitely:
Survival shall apply regardless of the reason for termination.
21.1 Any arbitration proceedings, including their existence, filings, evidence, testimony, rulings, and awards, shall be strictly confidential.
21.2 The Parties agree not to disclose:
Except where disclosure is required by law, to legal counsel, or for enforcement of the award.
21.3 Breach of this confidentiality obligation shall constitute material breach and entitle Company to injunctive relief and damages.
22.1 Instructor agrees to undergo background verification at Company's discretion, including but not limited to:
22.2 Instructor authorizes Company to obtain such reports globally.
22.3 Instructor represents and warrants that:
22.4 Failure to pass background screening or misrepresentation shall result in immediate termination without notice or compensation.
23.1 Company may use artificial intelligence systems for:
23.2 Instructor consents to AI-assisted monitoring and analysis of sessions and communications.
23.3 Instructor shall not use AI tools in a manner that:
23.4 Company may implement AI-driven compliance monitoring without prior notice.
24.1 Instructor shall maintain reasonable cybersecurity safeguards including:
24.2 Instructor shall not:
24.3 Any suspected breach must be reported within 24 hours.
24.4 Instructor shall be liable for damages arising from negligence in data protection.
25.1 Instructor agrees to comply with all applicable export control and trade regulations including but not limited to:
25.2 Instructor shall not provide services, technology, or materials to restricted or embargoed countries in violation of applicable laws.
25.3 Instructor represents that they are not located in, or ordinarily resident in, any jurisdiction subject to comprehensive trade sanctions.
26.1 Instructor represents that they are not:
26.2 Company reserves the right to immediately suspend or terminate engagement if sanctions risk is identified.
26.3 Instructor shall indemnify Company for any penalties arising from Instructor's sanctions violations.
27.1 Company reserves the right to claw back previously paid compensation in cases of:
27.2 Clawback may occur via:
27.3 Company may suspend payment pending investigation.
28.1 Instructor shall not engage in conduct that may reasonably harm the reputation, goodwill, or public image of Blu Codes Inc. or Owl Mentors.
28.2 This includes but is not limited to:
28.3 Company reserves the right to terminate engagement where Instructor conduct may cause reputational harm.
29.1 Instructor agrees not to make any false, misleading, or defamatory statements about:
29.2 This obligation applies during engagement and indefinitely after termination.
29.3 Breach shall entitle Company to:
30.1 Instructor agrees to complete any mandatory training required by the Company, including but not limited to:
30.2 Instructor shall complete such training within the timeframe specified by the Company.
30.3 Failure to complete mandatory training may result in:
30.4 Instructor acknowledges that compliance with Company policies is a material condition of engagement.
31.1 To the maximum extent permitted by applicable law, Instructor irrevocably waives any right to claim moral damages, reputational damages, emotional distress damages, or similar non-economic damages against the Company arising from:
31.2 This waiver applies globally and survives termination.
32.1 To the fullest extent permitted by law, Instructor waives any right to recover:
32.2 In any dispute, recovery shall be limited strictly to direct, provable damages subject to the liability cap stated in this Agreement.
33.1 The dispute resolution and jurisdiction provisions of this Agreement shall supersede any conflicting law, rule, or regulation that might otherwise grant jurisdiction in another country.
33.2 Instructor irrevocably agrees that:
33.3 Instructor waives any right to claim that Vancouver is an inconvenient or improper forum.
33.4 This clause applies regardless of Instructor's country of residence.
34.1 This Agreement is drafted in the English language.
34.2 If translated into any other language, the English version shall prevail in the event of conflict or inconsistency.
34.3 Instructor acknowledges understanding of the English language and waives any claim based on translation interpretation.
Blu Codes Inc operating as Owl Mentors. Copyright 2026