Contrat de services (Québec)

A Quebec Service Agreement (Contrat de services) is a legally binding contract governed by articles 2098 to 2129 of the Code civil du Québec (CCQ). This agreement establishes the terms and conditions under which a service provider (prestataire de services) undertakes to perform specific work for a client in exchange for compensation. A fundamental characteristic of the Quebec service contract is that the service provider maintains complete autonomy in choosing the means and methods of execution, as explicitly stated in article 2099 of the CCQ. This independence distinguishes the service contract from an employment contract (contrat de travail, arts. 2085-2097 CCQ), where a subordination relationship exists between employer and employee. The service provider under a Quebec service contract is responsible for their own tax obligations to both Revenu Québec and the Canada Revenue Agency, and is not entitled to employment benefits such as vacation pay, statutory holidays, or contributions to the Commission des normes, de l'équité, de la santé et de la sécurité du travail (CNESST).

You need a Quebec Service Agreement whenever you engage an independent service provider in the province of Quebec to perform specific work without establishing an employment relationship. Common situations include hiring a consultant for management advice, engaging a marketing agency for promotional campaigns, contracting an IT professional for software development, retaining a graphic designer for branding work, engaging an accountant for financial services, hiring a legal consultant for specialized advice, contracting a translator for document translation, engaging a photographer or videographer, retaining a web developer for website creation, or any professional engagement where the provider operates independently. This Quebec-specific agreement is essential because misclassification of an employee as an independent service provider can result in significant legal and financial consequences, including liability for CNESST contributions, employment standards benefits, and tax penalties. The CCQ's articles 2098-2129 provide the legal framework for these relationships in Quebec.

Key elements of a Quebec Service Agreement include the clear identification of both parties and their legal status, a detailed description of the services to be performed and expected deliverables, the contract duration with start and end dates, and comprehensive compensation terms including payment amounts, schedules, and tax obligations. The agreement must explicitly state that the service provider maintains independence in choosing the means of execution per article 2099 CCQ, establishing that no subordination relationship exists. Intellectual property ownership must be clearly assigned to either the client, the provider, or shared jointly. A confidentiality clause protects sensitive business information exchanged during the engagement. Termination provisions should address both termination with notice and termination for cause, noting the client's right to unilateral termination under article 2125 CCQ with obligation to compensate the provider. The good faith clause references article 1375 CCQ as a mandatory requirement of Quebec civil law. Liability provisions address the provider's responsibility under article 2100 CCQ. The governing law clause specifies Quebec law and Quebec court jurisdiction. Additional standard provisions include entirety of agreement, modification requirements, severability, and assignment restrictions.