THIS AGREEMENT made as of the ___ day of ________________, 2013, between ----------------. (the “Employer”) and ------, of the City of -------, Province of British Columbia (the “Employee”), and -----------, of the City of ---------.
A. The Employer is engaged in the business of trading and investing;
B. The Employer and the Employee have agreed to enter into an employment relationship for
their mutual benefit;
C. Bo Zhang is the sole shareholder in the Employer.
NOW THEREFORE THIS AGREEMENT WITNESSES that in exchange for the mutual
promises contained herein, and in consideration of the sum of $10, now paid by each party herein to the other, the parties agree as follows:
(1) The Employee will be employed by the Employer in the position of Chief Financial Officer. The Employee agrees to be bound by the terms and conditions of this agreement. In carrying out his or her duties the Employee will comply with all reasonable instructions as may be given by members of management of the Employer. The employee’s responsibilities shall include (but not be limited to) controllership duties, treasury duties, and formulation of economic strategy.
(2) The Employee agrees that the employment relationship will be governed by the standards and terms established by the Employer’s policies as implemented and amended from time to time and
agrees to comply with the terms of such policies so long as they are not inconsistent with any provisions of this agreement. The Employer undertakes to inform the Employee of the details of such policies and amendments thereto as and when they arise.
(3) The Employee agrees that the first 90 days of his or her employment shall constitute a probationary period, during which time the Employer may terminate the Employee’s
employment as set out in clause 8(3) of this agreement.
(4) The Employee acknowledges that he or she will be employed on a part-time basis for the Employer, and agrees that his or her hours of work will vary and may be irregular and will be those hours required to meet the objectives of his or her employment.
2. Remuneration and Benefits
(1) In consideration of the Employee’s performance of the obligations contained in this agreement, the Employer will pay the Employee a starting salary of $1,500 per month, subject to
all required tax withholdings and statutory deductions.
(2) Upon execution of this Agreement the Employer shall loan the Employee the sum of $20,000, which shall not bear interest, and which shall be repayable on demand.
(3) Upon execution of this Agreement Bo Zhang shall transfer 5% of the issued and outstanding shares in Sunshine Wave Investment Corp. to the Employee (the “Shares”). Bo Zhang and the Employee shall sign a Shareholders Agreement in a form to be approved by the parties prior to or at the time of such transfer. A term of such agreement shall specify that upon termination of the Employee’s employment with the Employer for any reason whatsoever, the Employee shall
transfer the Shares back to Bo Zhang on demand.
Things change over time. As circumstances change, the Employer may also make changes. For example, and without limitation, the Employer may change the Employee’s reporting
relationships duties or responsibilities, and the geographic location of the Employee’s employment. In addition, the Employer reserves the right to change any Employer rules, regulations and policies. Finally, the Employer reserves the right to change any of the Employee Benefits or any other of the Employee’s compensation arrangements. However, the Employer
will only make such changes after providing the Employee with 90 days of advance written notice (unless the change(s) are not material, or are permitted to be made without advance notice under applicable law). The Employee understands and agrees that any such changes shall not constitute a constructive dismissal of his or her employment and will not affect the application of this agreement.
4. Confidential Information
(1) The Employee acknowledges and agrees that as Chief Financial Officer and in such other positions as the Employee may hold with the Employer, the Employee will acquire information about certain matters which are confidential to the Employer, which confidential information is the exclusive property of the Employer, including but not limited to, the following:
(a) trade secrets;
(b) lists of present and prospective customers and buying habits;
(c) purchase requirements;
(d) pricing and sales policies and concepts;
(e) financial information; and
(f) business plans, forecasts and market strategies
(collectively, the “Confidential Information”).
(2) The Employee acknowledges that the Confidential Information could be used to the detriment of the Employer and that the disclosure could cause irreparable harm to the Employer. Accordingly, the Employee undertakes to treat confidentially all Confidential Information and not to disclose it to any third party or to use it for any purpose either during the Employee’s
employment, except as may be necessary in the proper discharge of the Employee’s duties, or after termination of his or her employment for any reason, except with the written permission of the Employer.
(3) The Employee acknowledges that the Employer owns all discoveries, inventions, research and development, formulas and technology (the “Works”) that may be developed by the Employee during the course of employment with the Employer and agrees to waive all moral rights to any such Works, including, but not limited to, the right to the integrity of the Works, the right to be associated with the Works as its author by name or under a pseudonym and the right to remain anonymous.
(4) All notes, data, tapes, reference items, sketches, drawings, memoranda, records, diskettes and other materials in any way relating to any of the Confidential Information, the Works or the Employer’s business, produced by the Employee or coming into the Employee’s possession by or through the Employee’s employment, shall belong exclusively to the Employer and the Employee agrees to turn over to the Employer all copies of any such materials in the Employee’s possession or under the Employee’s control, forthwith, at the request of the Employer or, in the absence of a request, on the termination of his or her employment with the Employer.
(1) The Employee acknowledges and agrees that as Chief Financial Officer for the Employer he or she will gain a knowledge of and a close working relationship with the Employer’s customers, which would injure the Employer if made available to a competitor or used for competitive purposes.
(2) The Employee agrees with and for the benefit of the Employer that for a period of 12 months from the date of termination of his or her employment (whether such termination is occasioned by the Employee, by the Employer with or without cause, or by mutual agreement) within the geographical area of British Columbia and Alberta either as an individual or as a partner or joint venturer or as an employee, sales representative, principal, consultant, agent, shareholder, officer or director, for any person, firm, association, organization, syndicate, company or corporation, or in any other manner whatsoever, directly or indirectly, the Employee will not: carry on, be engaged in, concerned with, interested in, advise, lend money to, guarantee the debts or obligations of, or permit the Employee’s name or any part thereof to be used or employed in a
business which is the same as or competitive with the business of the Employer, including, but not limited to, any business relating to the investment in and distribution and trade of natural resources from Canada to foreign countries.
(1) The Employee agrees with and for the benefit of the Employer that for a period of 12 months following the date of termination of his or her employment (whether such termination is occasioned by the Employee, by the Employer with or without cause, or by mutual agreement) the Employee will not, for any reason whatsoever, directly or indirectly, solicit or accept business with respect to products in which the Employee traded on behalf of the Employer from
any of the Employer’s clients or customers, wherever situated, with whom the Employee had direct contact in the 12 months preceding the termination of his or her employment.
(2) The Employee further agrees that during his or her employment pursuant to this agreement and for a period of 12 months following termination of his or her employment (whether such termination is occasioned by the Employee, by the Employer with or without cause, or by mutual agreement), the Employee will not hire or take away or cause to be hired or taken away any employee of the Employer, for the purposes of employment in any business related to or competitive with the business of the Employer.
7. Injunctive Relief
(1) The Employee acknowledges and agrees that the Employer has a material interest in preserving the relationships it has developed with its customers against impairment by competitive activities of a former employee. Accordingly, the Employee agrees that the restrictions and covenants contained in clauses 4, 5 and 6 above, are reasonably required for the protection of the Employer and its goodwill and that the Employee’s agreement to same by execution of this agreement are of the essence to this agreement and constitute a material inducement to the Employer to enter into this agreement and to employ the Employee, and that the Employer would not enter into this agreement absent such an inducement.
(2) The Employee acknowledges and agrees that the restrictions and covenants contained in clauses 4, 5 and 6 above, shall each be construed as independent of any other portion of this agreement, and the existence of any claim or cause of action by the Employee against the Employer (whether predicated on this agreement or otherwise), shall not constitute a defence to the enforcement by the Employer of such covenants and restrictions.
(3) The Employee acknowledges and agrees, without prejudice to any and all other rights of the Employer, that in the event of the Employee’s violation or attempted violation of any of the covenants contained in clauses 4, 5 and 6 above, an injunction or other like remedy shall be the only effective method to protect the Employer’s rights and property as set out, and that an
interim injunction may be granted immediately on the commencement of any suit.
(1) The Employee may terminate his or her employment pursuant to this agreement by giving at least 90 days’ advance notice in writing to the Employer. (The Employer may waive such notice,
in whole or in part and if it does so, the Employee’s entitlement to remuneration and benefits pursuant to this agreement will cease on the date it waives such notice.)
(2) The Employee’s employment shall be terminated upon the death of the Employee.
(3) The Employer may terminate the Employee’s employment at its sole discretion, without notice or pay in lieu of notice and without cause, during the 90-day probationary period referred to in clause 1(3) of this agreement.
(4) The Employer may terminate the Employee’s employment pursuant to this agreement without notice or payment in lieu thereof, for “cause”. For the purposes of this agreement “cause” shall include:
(a) any material breach of the provisions of this agreement by the Employee;
(b) consistent poor performance on the Employee’s part, after being advised as to the
(c) any intentional or grossly negligent disclosure of any Confidential Information by
(d) the Employee’s violation of any local, provincial or federal statute, including,
without limitation, an act of dishonesty such as embezzlement or theft;
(e) conduct on the Employee’s part that is materially detrimental to the business or
the financial position of the Employer;
(f) personal conduct on the Employee’s part which is of such a serious and
substantial nature that it would injure the reputation of the Employer if the
Employee is retained as an employee; or
(g) any and all omissions, commissions or other conduct which would constitute
cause at law, in addition to the specified causes.
(5) After the Employee has completed the probationary period, the Employer may terminate the Employee’s employment pursuant to this agreement at its sole discretion for any reason, without cause, upon providing to the Employee 90 days notice of termination (or, at the Employer’s
option, pay in lieu of such notice).
(6) Pay in lieu of notice shall be subject to all tax withholdings and statutory deductions.
(7) The termination provisions set out above will apply throughout the Employee’s employment,
even if the Employee’s position, duties and compensation change significantly during the Employee’s employment.
Any notice required or permitted to be given to either party must be delivered by hand or personally to the party’s address last known to the other party and will be deemed to be received
on the date of hand delivery or personal delivery to such address. Personal delivery shall include delivery by a commercial courier.
The Employee’s obligations contained in clauses 4, 5 and 6 shall survive the termination of this
In the event that any provision of this agreement is found to be void, invalid, illegal or unenforceable by a court of competent jurisdiction, such finding will not affect any other
provision of this agreement. If any provision of this agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.
The waiver by either party of any breach or violation of any provision of this agreement shall not operate or be construed as a waiver of any subsequent breach or violation.
13. Entire Agreement
This agreement constitutes the entire agreement between the parties with respect to the employment of the Employee and any and all previous agreements, written or oral, express or implied between the parties or on their behalf relating to the employment of the Employee by the Employer are terminated and cancelled and each of the parties releases and forever discharges the other of and from all manner of actions, causes of action, claims or demands whatsoever under or in respect of any agreement.
14. Modification of Agreement
Any modification of this agreement must be in writing and signed by both the Employee and the Employer or it shall have no effect and shall be void.
The headings utilized in this agreement are for convenience only and are not to be construed in any way as additions or limitations of the covenants and agreements contained in this agreement.
16. Independent Legal Advice
The Employee acknowledges and agrees:
(a) that the Employee has read and understood this agreement;
(b) that the Employee has had the opportunity to obtain legal advice about it; and
(c) that the Employee accepts employment on the terms and conditions set out in this
agreement, including but not limited to, those which deal with termination of his
or her employment.
17. Governing Law
This agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia.
IN WITNESS WHEREOF the parties have duly executed this agreement this ________ day of ____________, 2013, in the City of Victoria, Province of British Columbia.
------------------------------------------------------. ) c/s
by its authorized signatory: )
SIGNED, SEALED AND DELIVERED ) By ) in the presence of: )
SIGNED, SEALED AND DELIVERED )
in the presence of: )