Employment Contract
The following is a copy of the contract you will be required to sign when beginning your employment with Bongia.
Please read the document carefully, and ensure that you understand everything included in it. If you have any questions, please ask your supervisor.
You will be provided with an exact copy of this contract in person, with specific information related to you. You will be required to sign that document. It will have the same information listed here.
1. DEFINITIONS AND INTERPRETATION
1.1 In this Employment Agreement (the “Agreement”) the following words and expressions shall have the following meanings:
- “Act” means An Act Respecting Labour Standards, CQLR c N-1.1;
- “Business”: the retail sale of smoking accessories and paraphernalia, including but not limited to screens, grinders, lighters, torches, ashtrays, posters, scales, baggies, rolling machines, detox products, charcoal, incense, incense accessories, essential oils, shirts, caps, flags and belt buckles.
- “Commencement Date”: the date mutually agreed on by the parties.
- “Probation Period”: a period of three (3) months beginning at the commencement date.
- “Statutory Holidays”:
- January 1st (New Year’s Day);
- Good Friday or Easter Monday (at the Company’s choice);
- The Monday preceding May 25th (National Patriots’ Day);
- June 24th (National Holiday);
- July 1st (If this date falls on a Sunday: July 2nd);
- The 1st Monday in September (Labour Day);
- The 2nd Monday in October (Thanksgiving);
- December 25th (Christmas Day).
1.2. In this Agreement (unless the context requires otherwise):
- any reference to any statute or statutory provision shall be construed as including a reference to any modification, re-enactment or extension of such statute or statutory provision for the time being in force or to any subordinate legislation made under the same.
- Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires;
- Any reference to a Clause is to a Clause of this Agreement, and
- All dollars amount in this Agreement are in Canadian dollars.
1.3. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
2. APPOINTMENT AND DUTIES
2.1 Company hereby employs Employee, and Employee hereby accepts employment with Company upon the terms and conditions hereinafter set forth. The duties of Employee shall be as set forth on Exhibit “A” (the “Duties”), as such Duties may be changed, altered, or amended by the President or by the Company. Employee shall further perform such other duties related to the business of Company as may from time to time be reasonably requested of him by Company. Employee shall report to the President or to such other person as may be designated by Company. Employee shall devote all of his skills, time, and attention solely and exclusively to said position and in furtherance of the business and interests of Company. Employee further agrees to act in accordance with all policies and procedures of Company.
2.2 The Employee warrants that by entering into these or any other arrangements made or to be made between the Company and the Employee, the Employee will not be in breach of any express or implied terms of any contract with or other obligation to any third binding on him, including without limitation the provisions of any restrictive covenants or confidentiality obligations, arising out of any employment with any other employer or former employer.
3. TERM OF THE AGREEMENT
3.1. The term of this Agreement is for either:
- A determined period of time, starting on the Commencement Date and ending on ___________________________; or
- An undetermined period of time, starting on the Commencement Date;
3.2. This Agreement shall terminate in accordance with Clause 4.
4. NOTICE AND TERMINATION
4.1. This Agreement shall automatically terminate in any of the following events:
- Dissolution or liquidation of the Company;
- Resignation of the Employee;
- Death of the Employee;
- Upon expiration of the term of this Agreement.
4.2. In any of the following events, which the Employee acknowledges constitute serious reasons and/or just cause, the Company shall be entitled in its discretion to terminate this Agreement effective immediately, without any further notice or delay, subject to the application of the Act;
- the failure or refusal of the Employee to comply with the standard policies and/or regulations which may be established or amended by the Company from time to time;
- the Employee becomes unable to fulfill his obligations provided for herein due to illness, physical disability or any other reason whatsoever, subject to any applicable laws;
- for any just and sufficient cause and/or serious reason including, without limiting the generality of the foregoing:
- alcohol and/or drug abuse;
- Insubordination;
- condemnation for a criminal act (whether or not in the course of his employment) showing a moral attitude incompatible with the responsibilities of the Employee, for fraud or for any dishonest action;
- if the Employee has breached any legal statute which has a direct effect on his ability to undertake his stated duties, and/or on the desired characteristics of his position.
4.3 During the Probation Period, the Company may terminate this Agreement without notice, for any reason whatsoever with or without cause.
4.4 The Company may also terminate this Agreement at will and for any reason whatsoever by giving to the Employee a notice which shall be the greater of three (3) weeks or the notice required by the Act.
4.5 The Employee may in his discretion terminate this Agreement for any reason whatsoever by giving notice of three (3) weeks to the Company.
4.6 For the purpose of the application of Clauses 4.4 and 4.5, the Company may, at any time before or after the notice period mentioned above, terminate this Agreement effective immediately, if the Employee receives compensation for the duration or the remainder of said notice period, by the payment of an amount equal to the gross salary the Employee would have been entitled to if he had remained in the employment of the Company for the duration or the remainder of said notice period.
4.7 In the event of termination of this Agreement for any reason whatsoever, by the Employee and/or by the Company, the parties hereto agree that Clauses 7, 8 and 9 shall continue to be in force and to have full effect notwithstanding the termination of this Agreement.
5. SCHEDULE, SALARY AND HOLIDAYS
5.1 The Company shall pay to the Employee by way of remuneration for his services under this Agreement a salary at one of the rates indicated hereunder, subject to applicable statutory deductions:
- $ ____ per annum; or
- $ ____ per week; or
- $ ____ per hour.
5.2 The remuneration described in subsection 5.1 hereinabove shall be:
- paid weekly or by-weekly, at the Company’s discretion, and will be payable by cash, cheque, direct deposit or credit transfer to a Bank of the Employee’s choice;
- reviewed by the Company annually and the Company may at its sole and unfettered discretion grant a salary increase. All salary increases are based on the job performance of an Employee together with Company profitability.
5.3 The Employee will have a variable work schedule and will work approximately ______ (__) hours per week. Should the Employee work more than five (5) hours in a row, they will be entitled to a meal break in accordance with the standards set forth in An Act Respecting Labour Standards, CQLR c N-1.1.
5.4 Notwithstanding subsection 5.3 hereinabove, the Company reserves the right to request from the Commission des normes, de l'équité, de la santé et de la sécurité du travail its authorization for the Company to stagger the working hours over several weeks for the purposes of calculating overtime. The authorization must be posted in the workplace of the employees affected.
5.5 In addition to the usual Statutory Holidays, the Employee shall be entitled to the following vacation and indemnity, based on the length of uninterrupted service from Employees’ Commencement Date:
5.6 Vacations and additional holidays are to be taken at such time or times as may be approved or required by the Company. This approval must be obtained in advance to ensure that maximum efficiency and minimum staffing levels are maintained and vacations and additional holidays are coordinated with the needs of the Company. Any entitlement to vacations and additional holidays remaining at the end of any calendar year shall lapse without entitlement to payment in lieu thereof.
5.7 Should the Employee require an unpaid day off, they must give notice to the Company at lease forty-eight (48) hours in advance and must receive approval to take said day off. This approval must be obtained in advance to ensure that maximum efficiency and minimum staffing levels are maintained and vacations and additional holidays are coordinated with the needs of the Company.
6. INCAPACITY TO WORK
6.1 Except if entitled to benefits provided by An Act Respecting Industrial Accidents and Occupational Diseases, CQLR c A-3.001, during absence of illness (which includes injury or other disability), Employee will not be entitled to receive a sick pay allowance.
7. CONFIDENTIAL INFORMATION
7.1 Employee acknowledges that in the performance of his duties hereunder, Employee may from time to time have access to and be provided with “Proprietary Information” (as hereinafter defined). Employee agrees that he will not, directly or indirectly, disclose, publish, disseminate or use any Proprietary Information except as authorized herein. Employee may use Proprietary Information to perform the Services but in doing so will only allow dissemination of Proprietary Information to a third party on a strict need-to- know basis (provided such third parties are first informed of the confidential nature of such information and directed to use or disclose it only as permitted herein). If disclosure of any Proprietary Information is required by law, a court or agency of the government, then Employee may make such disclosure after providing the Company with reasonable notice (to the extent legally permissible) so that the Company may seek protective relief.
7.2 For purposes of this Section 7, the following terms shall have the following meanings:
- “Confidential Information” shall mean the confidential data or information belonging to or pertaining to Company other than “Trade Secrets” (as defined below), which is of tangible or intangible value to the Company and that is not generally known but is generally known only to the Company and those of its employees, independent contractors or agents to whom such information must be confided for business purposes, including, without limitation, information regarding Company’s customers, suppliers, partners and affiliates, gained by Employee as a result of his affiliation with Company.
- “Proprietary Information” shall mean Confidential Information and Trade Secrets.
- “Trade Secrets” shall mean information, without regard to form, including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, source code, know how, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers which is not commonly known by or available to the public and which information:
- derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and
- is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
- To the extent that the above definitions contained in subsection 7.2 are inconsistent with definitions of “confidential information” and “trade secrets” mandated under applicable law, the foregoing definitions shall be deemed amended to the degree necessary to render them consistent with applicable law.
7.3. The following shall not be considered to be Proprietary Information:
- any information that was in the public domain through no fault or act of Employee prior to the disclosure thereof to Employee;
- any information that comes into the public domain through no fault or act of Employee;
- any information that is disclosed without restriction to Employee by a third party (which term shall not include any equity holder, affiliate, or counsel, accountants and other non-employee representatives of affiliated entitles, or of any of their respective equity holders, affiliates or related Persons) having the legal right to make such disclosure.
7.4. On the Termination Date, or when earlier requested by the Company, Employee will deliver promptly to the Company all tangible Proprietary Information and all other files, customer lists, management reports, drawings, memoranda, forms, financial data and reports and other materials or documents and equipment provided to, or obtained or created by Employee in connection with the Services (including all copies of the foregoing, and including all notes, records and other materials of or relating to the Company or its customers) in his possession or control and shall destroy all other Proprietary Information in its possession but in no event shall Employee be required to return any of his personal files.
7.5. The Employee acknowledges that any unauthorized disclosure of Proprietary Information or any breach of this clause would cause considerable harm and irreparable damages to the business of the Company.
7.6. Should the Employee fail to fulfill the undertakings described above, the Employee acknowledges that the Company shall be entitled to require from him an amount of fifteen thousand dollars ($15,000.00) as penalty, without prejudice to any other recourse in damages or action which the Company may have or institute against the Employee, including injunction proceedings. To that effect, the Employee expressly acknowledges that injunction proceedings constitute the appropriate remedy in the event of a breach of his obligations, notwithstanding the existence and/or enforcement of the penalty and/or of a recourse in damages or otherwise.
7.7. The Employee acknowledges and represents that the confidentiality clause provided for in this Agreement is strictly reasonable and is necessary to protect the legitimate interests of the Company. Should a tribunal rule that the foregoing confidentiality undertaking is unreasonable as to its scope or duration, the parties hereby expressly agree to grant the tribunal the necessary powers to reduce such scope or duration to a level it shall deem reasonable rather than declare null such confidentiality clause. In such an eventuality, the provisions of this confidentiality clause shall be deemed to have been amended by the parties retroactively to the date of signature of this Agreement and the confidentiality undertaking so amended shall be ipso facto enforceable against the Employee.
8. NON-COMPETITION AND NON-SOLICITATION
8.1. Covenant Not To Compete. During the term of his employment, and for a period of two (2) years after the termination of his Employment, the Employee shall not, on his own behalf or on behalf of another, either alone or in combination with others, directly or indirectly, in any capacity whatsoever (including, without limitation, as employer, employee, principal, agent, joint venturer, partner, shareholder or other equity holder, independent contractor, licensor, licensee, franchisor, franchisee, distributor, consultant, supplier or trustee):
- engage anywhere in the province of Quebec (hereinafter the "Territory") in any aspect of the Business;
- have any ownership or equity interest in any business, firm, corporation, joint venture, partnership or other entity engaged in any aspect of the Business in the Territory; or
- consult with or assist any person, moral or physical (other than the Company) who or which is engaged in any aspect of the Business in the Territory.
8.2. Covenant of Non-Solicitation. During the term of his Employment, and for a period of two (2) years after the termination of his Employment, the Employee shall not, on his own behalf or on behalf of another, either alone or in combination with others, directly or indirectly, in any capacity whatsoever (including, without limitation, as an employer, employee, principal, agent, joint venturer, partner, shareholder, or other equity holder, independent contractor, licensor, licensee, franchisor, franchisee, distributor, consultant, supplier or trustee):
- solicit or assist any third party to solicit any employees of the Company to become an officer, director, employee or agent of the Employee or such third party, or otherwise entice away from the employment of the Company any employee of the Company; or
- canvass or solicit (or procure or assist the canvassing or the soliciting of) any client or supplier of the Company for purposes which are competitive with the Business as conducted by the Company; or
- accept (or procure or assist the acceptance of) any business from any client of the Company for purposes which are competitive with the Business as conducted by the Company.
8.3. Should the Employee fail to fulfill the undertakings described above, the Employee acknowledges that the Company shall be entitled to require from him an amount of eighteen thousand dollars ($18,000.00) as penalty, without prejudice to any other recourse in damages or action which the Company may have or institute against the Employee, including injunction proceedings. To that effect, the Employee expressly acknowledges that injunction proceedings constitute the appropriate remedy in the event of a breach of his obligations, notwithstanding the existence and/or enforcement of the penalty and/or of a recourse in damages or otherwise.
8.4. The Employee acknowledges and represents that the non-competition and non-solicitation clauses provided for in this Agreement are strictly reasonable and are necessary to protect the legitimate interests of the Company without preventing the Employee from reasonably earning a living. Should a tribunal rule that the foregoing non-competition and non- solicitation undertakings are unreasonable as to their duration, extent of territory or nature of forbidden activities, the parties hereby expressly agree to grant the tribunal the necessary powers to reduce such duration, extent of territory and/or nature of forbidden activities to a level it shall deem reasonable rather than declare null such non-competition and non- solicitation clauses. In such an eventuality, the provisions of these non-competition and non- solicitation clauses shall be deemed to have been amended by the parties retroactively to the date of signature of this Agreement and the non-competition and non-solicitation undertakings so amended shall be ipso facto enforceable against the Employee.
9. INTELLECTUAL PROPERTY AND DISCLOSURE OF INNOVATIONS BY EMPLOYEE
9.1. The Employee acknowledges that the Company is the sole owner of all intellectual property rights of any nature whatsoever pertaining to sketches, designs, plans, trade secrets, calculations, reports, data, computer graphs, diagrams, know-how, methods and processes, programs, modules, software, algorithms, source codes, specifications, documents, technical or user manuals and patents which may be designed, manufactured, invented, discovered, made or performed by the Employee, alone or in concert with any other persons, in the course of his employment. The Employee also waives all of the moral rights he may have in the foregoing, the term “moral rights” being used within the meaning of the Copyright Act (Canada). The Employee also acknowledges that he shall not obtain and shall not claim to have obtained any rights with respect to any sketches, designs, plans, trade secrets, calculations, reports, data, computer graphs, diagrams, know-how, methods and processes, programs, modules, software, algorithms, source codes, specifications, documents, technical or user manuals and patents designed, developed, invented, discovered, made or performed by the Employee (alone or in concert with other persons) as consultant, sub-contractor or agent acting on behalf of the Company, its subsidiaries or its affiliated companies or related business either before or after his employment.
9.2. In order for the Company to establish and protect its intellectual property rights, the Employee will cooperate with the Company at its request and execute all documents and do all things necessary for the Company to establish and protect its rights, whether or not the Employee is then employed by the Company.
9.3. The Employee agrees to immediately inform the Company of any situation which may involve an existing or potential intellectual property right in favour of the Company.
9.4. The Employee will notify the Company promptly of all inventions, discoveries, improvements, modifications, programs, software, algorithms or source codes (whether patented or not) which he makes or discovers either himself or jointly with others while employed by the Company, or which arise from whatever work the Employee may have executed during the period of his employment.
9.5. The Employee acknowledges and agrees that all such inventions, discoveries, improvements, modifications, designs, programs, software, algorithms or source codes shall be the sole property of the Company or any other entity designated by it, and he will assign to the Company all rights, title and interest therein and any patents or patent applications which pertain to a business in which the Company is engaged, is reasonably expected to engage in or in which it has previously expressed an intention to enter. The Company or nay other entity designated by it shall be the sole owner of all domestic and foreign rights pertaining to such inventions, discoveries, improvements, modifications, programs, software, algorithms or source codes.
9.6. The Employee further agrees that either during or at any time after the termination of this employment with the Company, Employee will, at the request and expense of the Company, complete and return to the Company all documents necessary for the preparation and filing of patent applications covering the said inventions, discoveries or improvements in the United States, Canada and all foreign countries as well as perform all other acts which the Company may deem necessary or advisable for the procurement, maintenance and enjoyment of the rights granted or intended to be granted hereunder, and the Employee will assign to the Company all of the rights, title and interest in same, together with any and all patents and patent applications related thereto throughout the world.
10. DOCUMENTS
10.1. The Employee shall be prohibited from keeping in the Employee’s private possession any documents and/or correspondence and/or other data carriers and/or copies thereof or equipment or tools, that are the property of the Company, except insofar as and as long as this is necessary for the performance of his duties for the Company all documents and copies of documents (whether or not lawfully obtained), keys, security passes, telephones, faxes, cars, credit cards and other property of the Company or its subsidiaries and/or affiliated companies or related business or any of their respective customers or clients in his possession or under his control and the Employee shall not retain any copies of the Company’s documents and the Employee shall at the Company’s request delete all Confidential information from any re-usable medium.
11. CONFLICTS OF INTEREST
11.1. The Employee shall not without the previous written consent of the Company during the course of his employment: directly or indirectly engage or be interested in any business and act other than pursuant to this Agreement without prior written consent and authorization from the Company; directly or indirectly engage or be interested in any other business undertaking or action which would or might reasonably be expected to compete or conflict with the business or interests for the time being of the Company or any subsidiaries and/or affiliated companies or related business; or hold any directorship of any company. The Employee may however (but without prejudice to Section 9 hereinabove) be interested as a holder or beneficial owner solely for investment purposes of less than five per cent of any securities of any company whose securities are listed or quoted on any recognized investment exchange.
12. MISCELLANEOUS
12.1. All notices, letters of demand or other communications required under this Agreement shall be made in writing and send by prepaid registered mail or by courier to the other party to the addresses mentioned hereinabove, or any other address which one of the parties shall have previously indicated to the other party in writing in accordance with the procedure set out in this clause. Any notice, petition, demand letter or other communication shall be deemed to have been received on the fifth (5th) working day following mailing thereof or on the day of personal delivery. If postal service is interrupted for any reason whatsoever, the date of receipt shall be the date on which the notice, letter of demand or other communication is actually received by the addressee.
12.2. The Employee undertakes, in the event of the termination of this Agreement in accordance with Clause 4, to hand over immediately any documents and/or samples in his possession, such documents and/or samples having only been provided to the Employee upon hiring and throughout his employment with the Company in order to facilitate the work of the Employee on behalf of the Company and such documents and/or samples remaining at all times the exclusive property of the Company.
12.3. This Agreement may only be amended by a written agreement signed by the parties.
12.4. If any provision of this Agreement is unenforceable or invalid, for any reason whatsoever, such unenforceability or invalidity will not affect the enforceability or validity of the remaining provisions of this Agreement and such provision will be severable from the remainder of this Agreement.
12.5. Any failure by either party at any time or from time to time to endorse or require the strict performance of any of the terms or conditions of this Agreement shall not constitute a waiver of such terms or conditions and shall not affect or impair such terms or conditions in any way or the right of either party at any time to take advantage of such remedies as may be available for any breaches of such terms and conditions.
12.6. The Company and the Employee acknowledge and declare that they have received a copy of this Agreement, which was negotiated in good faith by both parties. Furthermore, the Employee expressly acknowledges that he has read, understood and had explained to him the effects of this Agreement.
12.7. This Agreement shall be governed by construed in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein.
12.8. The parties to this Agreement submit to the exclusive jurisdiction of the Courts of the province of Quebec, Judicial District of Montreal as regards any claim, dispute or matter arising out of or relating to this Agreement.
12.9. The parties hereto acknowledge that they have requested and are satisfied that the foregoing be drawn up in English. / Les parties aux présentes reconnaissent qu’elles ont exigé que ce qui précède soit rédigé en anglais et s’en déclarent satisfaites.
I have read and understood the contract written above. I understand that this will be the same contract I will receive in person with personalized information such as names and dates. By signing here, I confirm that I have read and understood the contract.
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