FREE Canadian Employee Confidentiality, Non Competition and Non Solicitation Agreement

EMPLOYEE CONFIDENTIALITY, NON- COMPETITION AND NON SOLICITATION AGREEMENT



THIS EMPLOYEE CONFIDENTIALITY, NON- COMPETITION AND NON SOLICITATIONAGREEMENT (the "Agreement") dated [Date] is made by and between:

[Name of the Company] a corporation established under the laws of [Province], Canada, having its registered office at [Address] (the "Employee") OF THE FIRST PART

AND

[Name of the Employee] having his registered address at [Address] (the "Employee")OF THE SECOND PART.

WHEREAS:

The Employee is employed as an employee with the Company for the position of [Position of the Employee]. In addition to this responsibility or position (the "Employment"), this Agreement also covers any position or responsibility now or later held with the Company.As a condition of the Company engaging the Employee in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

Non-Solicitation

Any attempt on the part of the Employee to induce others to leave the Company’s employment or services, or any effort by the Employee to interfere with the Company’s relationship with his other employees or retainers or contractors would be harmful and irreparably damaging to the Company. The Employeeagrees that during the term of the Employment with the Company and for a period of one (1) year:

a. induce or attempt to induce any employee or contractor or retainer of the Company to quit employment or retainer or services with the Company;

b. otherwise interfere with or disrupt Company’s relationship with his employees or contractors or retainers;

Non-Competition

It is agreed and understood by the Employee that other than through employment with a bona-fide independent party, or with the express written consent of the Company, which will not be unreasonably withheld, the Employee will not, during the continuance of this Agreement or within one (1) year after the termination or expiration, as the case may be, of this Agreement, be directly or indirectly involved with a business which is in direct competition with the particular business line of the Company that the Employee was working during any time in the last year of employment with the Company.

Confidentiality: It is agreed by the Employee that course of this Agreement, the Employee shall receive from the Company, or develop on the behalf of the Company, various Confidential Information on behalf of the Company as a result of this Employment (the 'Permitted Purpose').

Employee agrees that any and all knowledge or information that may be obtained in the course of the employment with respect to the conduct and details of the business of the Company and with respect to the secret processes, formulas, machinery, etc. used by the Company in manufacturing its products or services will be forever held inviolate and be concealed from any competitor and all other persons.

The Confidential Information will not include information that:

. is generally known in the industry of the Company;

i. is now or subsequently becomes generally available to the public through no wrongful act of the Employee.

ii. the Employee rightfully had in his possession prior to receiving the Confidential Information from the Company;

iii. is independently created by the Employee without direct or indirect use of the Confidential Information; or;

iv. the Employee rightfully obtains from a third party who has the right to transfer or disclose it.

Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Company and will only be used by the Company for the permitted purpose. The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Employee in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination.

Ownership and Title:

The Employee acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of the Company. The Employee does hereby waive any moral rights that the Employee may have with respect to the Confidential Information.

This Agreement will not apply in respect of any intellectual property, process, design, development, creation, research, invention, know-how, trade names, trade-marks or copyrights for which:

Governing Law:

This Agreement will be governed by the laws in effect in [Province], Canada.

IN WITNESS WHEREOF THE PARTIES hereto have hereunto set and subscribed their respective hands on the day and date first hereinabove mentioned.



Company Employee

_________________ ____________________

Date: Date: