7810 Keele Street
Concord, ON L4K 0B7
(289) 582-9930
October 31, 2026
Signatory nameSignatory titleClient legal nameClient address
Dear Signatory name:
Re: Engagement Letter for Professional Services
Thank you for engaging IT Rapid Support Inc. ("ITRS", "we" or "us") to provide services to Client legal name (the "Client" or "you"). This letter sets out the terms of the engagement. The Mutual Non-Disclosure Agreement in Schedule A forms part of it. If it reflects your understanding, please sign where indicated and return a copy.
1. Scope and Approach
ITRS will provide the following services to the Client (the "Services"): services selected below. The scope, deliverables and timing of each assignment are set out in the applicable Statement of Work or quote.
No assignment begins until the Client approves its scope and fee estimate in writing; approval by email is sufficient. A senior ITRS lead is responsible for the work. ITRS may assign a junior technician, working under the lead's supervision, to suitable tasks.
2. Nature of the Services
ITRS is a technology and cybersecurity firm, not a law firm, and nothing in this engagement is legal advice. AI tools can produce errors, so automated outputs that affect customers, staff, money or records will be designed for review by Client staff before they are relied on. The Client remains responsible for its business decisions and for approving each automation before it goes live.
3. Fees and Billing
Fees are as set out in the applicable Statement of Work or quote, in Canadian dollars, plus 13% HST. Time-based work is billed in 15 minute increments, and each entry is assigned to a category on the statement based on the predominant activity.
Rates are fixed for 12 months from the date of this letter; after that, ITRS will give 60 days written notice of any change. At the end of each month ITRS issues an itemized statement showing the date, person, task, time and rate for each entry, payable within 15 days. Travel time to and from the Client's premises is billed at one half of the applicable rate. After hours, emergency and incident response work carries a one hour minimum per call. Amounts unpaid 30 days after a statement bear interest at 1% per month (12.68% per year), and ITRS may suspend the Services after giving ten business days written notice to pay.
4. Hardware, Software and Subscriptions Not Included
The fees cover ITRS's time only. Hardware, software licences, AI platform and other subscriptions, usage or API charges and other third-party costs are not included. They are the Client's cost, either purchased by the Client in its own name or billed separately at cost with the Client's prior written approval. ITRS will tell you about any such cost before recommending a tool that requires it.
5. Access, Data and AI Tools
ITRS will access the Client's systems only through named accounts issued by the Client, protected by multi-factor authentication and limited to the privileges needed; the Client may revoke access at any time. Client data is processed only in tools and accounts the Client has approved in writing, and ITRS will not use Client data to train public AI models. Schedule A governs confidentiality and data handling.
6. Work Product
(a) On payment of the related fees, ITRS assigns to the Client all rights, including copyright, in each deliverable prepared specifically for the Client, including automations, workflows, integrations, prompt templates, code and documentation (the "Deliverables"). (b) ITRS keeps all rights in its pre-existing tools, code, templates and methods, its general know-how, and generic improvements that contain no Client Confidential Information ("ITRS Materials"), and may use them for any purpose. (c) To the extent ITRS Materials are part of a Deliverable, ITRS grants the Client, on payment for that Deliverable, a perpetual, non-exclusive, irrevocable (except for non-payment), royalty-free and fully paid-up licence to use, copy, modify and maintain them as part of that Deliverable for the Client's internal business purposes. The Client's staff, contractors and any later IT provider may exercise this licence for the Client, but the Client may not sell or sublicense ITRS Materials to others as a standalone product. (d) Third-party software and platforms are governed by their own terms. (e) This Section survives termination. Despite Schedule A, neither the Client nor ITRS must return or destroy the Deliverables or ITRS Materials, but each keeps the other's Confidential Information confidential.
7. Term and Termination
The engagement begins on the date of this letter. Either party may end it on 30 days written notice. ITRS will deliver current technical documentation for each workflow, automation or system it builds when that project or phase is completed, update it whenever ITRS makes changes, and store it in the Client's own environment (such as its SharePoint or Google Drive) so that the Client holds it at all times. On termination, the Client pays for Services performed and approved costs incurred to the end date, and ITRS returns or securely destroys the Client's data and access credentials as Schedule A provides and gives the Client all current documentation for each paid Deliverable.
8. Standard of Care and Liability
ITRS will perform the Services with reasonable skill, care and diligence. ITRS's total liability in connection with this engagement is limited to the fees paid by the Client in the 12 months before the claim, and neither party is liable to the other for indirect or consequential loss, lost profit or lost data. These limits do not apply to a breach of Schedule A, fraud or wilful misconduct.
9. General
During the engagement and for 12 months after it ends, neither party will solicit for employment any employee of the other who worked on the engagement without the other's written consent. This letter is governed by the laws of Ontario and the federal laws of Canada applicable in Ontario. With Schedule A it is the entire agreement on its subject matter, may be amended only in writing signed by both parties, and may be signed electronically and in counterparts.
If these terms are acceptable, please sign below and return a copy. We look forward to working with you.
This agreement is between IT Rapid Support Inc., 7810 Keele Street, Vaughan, Ontario ("ITRS"), and Client legal name, Client address (the "Client"), and is effective October 31, 2026. Each party may disclose Confidential Information (the "Discloser") to the other (the "Recipient") for the purpose of evaluating, performing and receiving the engagement described in the accompanying engagement letter (the "Purpose").
1.Confidential Information. "Confidential Information" means non-public information disclosed by or for the Discloser, in any form and whether or not marked, that a reasonable person would understand to be confidential, including business processes and policies, customer, supplier, pricing and financial information, personal information, system configurations, credentials and security information, and any data, prompts, workflows and AI outputs derived from it.
2.Exclusions. Confidential Information does not include information that (a) is or becomes public other than through the Recipient's breach; (b) the Recipient already knew without a duty of confidence; (c) the Recipient develops independently without use of the Discloser's information; or (d) the Recipient lawfully receives from a third party without a duty of confidence. If the Recipient is required by law or court order to disclose Confidential Information, it will, where lawful, give the Discloser prompt notice and disclose only what is required.
3.Use and protection. The Recipient will use Confidential Information only for the Purpose, protect it with at least the care it uses for its own confidential information and no less than reasonable care, and disclose it only to its employees and contractors who need it for the Purpose and are bound by confidentiality duties no less protective than these. Each party is responsible for any breach by those people.
4.Client data and AI. ITRS will process Client data only in tools and accounts the Client has approved in writing, will use available settings to switch off vendor training and retention, and will not use Client data or outputs derived from it to train or improve public or third-party AI models. ITRS will collect and handle the minimum personal information needed, in line with applicable Canadian privacy law, and will notify the Client within 48 hours of becoming aware of any security incident affecting Client data.
5.Term. This agreement covers disclosures made during the engagement. The obligations in it continue for three years after the date of the last disclosure, and for trade secrets and personal information for as long as they remain such.
6.Return or destruction. On the Discloser's written request or at the end of the engagement, the Recipient will return or securely destroy the Discloser's Confidential Information, including copies held in AI tools and working files, and confirm this in writing within 30 days. Copies kept in routine backups that cannot reasonably be deleted remain subject to this agreement until destroyed.
7.No licence. All Confidential Information remains the Discloser's property. No licence or other right is granted except the limited right to use it for the Purpose, and it is provided as is.
8.Equitable relief. A breach of this agreement may cause harm that damages cannot adequately remedy, so the Discloser may seek an injunction or other equitable relief, in addition to any other remedy, without proving actual damages.
9.General. This agreement is governed by the laws of Ontario and the federal laws of Canada applicable in Ontario, and the parties submit to the courts of Ontario. It prevails over the engagement letter on confidentiality, except as provided in Section 6 of the engagement letter, may be amended only in writing signed by both parties, and may be signed electronically and in counterparts.