The Employee agrees that he/she will at all times faithfully, industriously, and to the best of his/her skill, ability, experience and talents, perform all of the duties required of his/her position. In carrying out these duties and responsibilities, the Employee shall comply with all Company policies, procedures, rules and regulations, both written and oral, as are announced by the Company from time to time. It is also understood and agreed to by the Employee that assignments, duties and responsibilities and reporting arrangements may be changed by the Company at its sole discretion without causing termination of this agreement.
2. PROVISION OF SERVICE
The employee is required to perform the tasks and duties set forth in their job description and undertake such responsibilities in a professional manner.
3.1The Company hereby undertakes to compensate the Employee for the provision of their services to the Company during the term of this Agreement.
3.2The Employee agrees that the terms of the compensation under this Agreement are confidential between the parties.
The Employee agrees that during the term of this Agreement and for a period of twelve (12) months following the last payment of remuneration to the Employee, the Employee will not, whether as principal, agent, Employee, consultant, employer, director, officer, shareholder or in any other individual or representative capacity, solicit or attempt to retain, gain employment, or consult in any way whatsoever any of the clients, employees, or contractors of the Company or its subsidiaries or affiliates without the express prior written approval of the Company. The Employee also agrees not to start a similar marketing agency for a period of twelve (12) months following the last payment of remuneration to the Employee.
The Employee will:
5.1keep all Company and client information in strict confidence;
5.2protect (by exercising the same standard of care used by the Company to protect its own confidential information of a similar nature, but in any event, not less than reasonable care) the Company and clients’ confidential information from all harm, loss, theft, unauthorized reproduction, access and disclosure while in its possession or under its control;
5.3ensure such confidential information is not disclosed, published, released, transferred or otherwise made available in any form to, for the use or benefit of, any person except as provided in this Agreement, without the Company’s prior written approval; and
5.4not copy or reproduce any of the Company or clients’ confidential information except as is reasonably necessary for the permitted use.
The Employee hereby agrees to assign and transfer to the Company, and does transfer and assign, all right, title, and interest in and to its copyrights in the documentation, presentation, programming, web design and other materials related thereto (collectively, the “Materials”), including any and all renewals and extensions of such copyrights that may be secured under the laws now or hereafter applying in Canada or in any other country.
7. INTELLECTUAL PROPERTY RIGHTS
The Employee hereby assigns and transfers to the Company all right, title, and interest in and to its Intellectual Property Rights in the work product subject to this Agreement. For purposes of this Agreement, “Intellectual Property Rights” means intellectual property rights including (i) any patent, patent application (whether registered or unregistered), patentable invention, copyright (whether registered or unregistered), copyright application (whether registered or unregistered), trade secret, trademark (whether registered or unregistered), trademark application, trade name, service mark (whether registered or unregistered), service mark application, confidential information, know-how, process, technology, development tool, ideas, concepts, design right, database right, methodology, algorithm or invention, (ii) any right to use or exploit any of the foregoing, and (iii) any other proprietary right, whether arising under the laws of Canada or any other country. The Employee hereby permanently and irrevocably waives all moral rights it may have in the Intellectual Property and as against the Company and any person authorized by the Company who may hereafter use, modify or in any way deal with the Materials.
8. REPRESENTATIONS AND WARRANTIES
The Employee represents and warrants that: (i) the Materials assigned hereunder are the Employee’s original work and the Employee has the power and authority to assign and/or waive its Intellectual Property Rights to the Materials in accordance with this Agreement; (ii) the Employee has no knowledge of any third party intellectual property infringement claims, lawsuits, or demands arising under or in connection with the Materials; (iii) the Employee has the right, authority and power to enter into this Agreement; (iv) no third party consents, assignments or licenses are necessary to perform under this Agreement; and (v) the Employee has no obligations that could in any way prohibit the Employee from assigning the Materials to the Company. The Employee agrees to immediately notify the Company in writing if any facts or circumstances arise that would make any of the representations in this Agreement inaccurate in any way.
9.1The Employee may at any time terminate this agreement and his employment by giving not less than two weeks written notice to the Company
9.2The Company may terminate this Agreement and the Employee’s employment at any time, without notice or payment in lieu of notice, for sufficient cause.
9.3The Company may terminate the employment of the Employee at any time without the requirement to show sufficient cause pursuant to (b) above, provided the Employer pays to the Employee an amount as required by the Employment Standards Act 2000 or other such legislation as may be in effect at the time of termination. This payment shall constitute the Employee’s entire entitlement arising from said termination.
9.4The Employee agrees to return any property of the Company at the time of termination.
10. COOPERATION FOLLOWING EXECUTION
Following the execution of this Agreement, each party shall deliver to the other such further information and documents and shall execute and deliver to the other such further instruments and agreements as the other party shall reasonably request to consummate or confirm the transactions provided for in this Agreement, to accomplish the purpose of this Agreement or to assure to the other party the benefits of this Agreement. This shall include but not be limited to Assignments of Intellectual Property in which any employee, contractor or agent of the Employee that has contributed Intellectual Property to this Project shall assign their Intellectual Property related to this Agreement to the Company. The Employee shall ensure that all persons and bodies mentioned in this paragraph are: (i) made aware of the assignment provisions of this Agreement, which the Employee shall ensure are enforced; and (ii) bound by terms of assignment at least as strict as those in this Agreement.
11. LIMITATION OF LIABILITY
The Employee agrees that any legal action brought by the Employee against Company shall be brought within one (1) year of the occurrence of the damage, and no later. In the event that the Employee is awarded any damages as compensation for any breach of this Agreement, a breach of any covenant contained in this Agreement (whether express or implied by either law or fact), or any other cause of action based in whole or in part on a breach of any provision of this Agreement or related in any way to the Employee's engagement hereunder, such damages shall be limited to strictly compensatory contractual damages and may not include punitive damages and any other type of tort damages resulting from any such breach of any such term, covenant or condition of the Agreement or resulting from the relationship between the Employee and the Company.
12. GOVERNING LAW
This Agreement shall be governed by the laws of the Province of Alberta, Canada. Disputes shall be adjudicated at Calgary, Alberta.
If any provisions of this Agreement should be deemed to violate time or geographical limitations, or any other limitations, permitted by applicable law in any jurisdiction, such provisions shall be deemed reformed in such jurisdiction so as to continue to apply to the maximum permitted by applicable law and this Agreement shall continue in full force and effect with regard to all other provisions.
14. ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the Employee and the Company with respect to the subject matter hereof and supersedes all oral or written communications or other agreements between the parties with respect to such subject matter hereof.