Employment Agreement - BC

[Note: Print on company letterhead or insert company name and address here.]

PRIVATE & CONFIDENTIAL

Employee's Name Street Address City, Region Postal Code Country

Dear ,

Re:

(the "Company") is pleased to offer you employment as , reporting to , , on the terms set out in this letter agreement ("Agreement"), as follows:

1. Start Date and Probation Period. Your employment will start on . The first three months of your employment, until , will be a probation period (the "Probation Period").
2. Duties. You will perform such duties as are consistent with the position of and such other duties as the Company reasonably assigns to you. You will not put your personal interest or activities in conflict with the best interests of the Company.
3. Salary. Your annual salary will be less statutory deductions ("Salary"). The Company will pay you semi-monthly [OR: every two weeks], and in the Company's sole discretion, may make the payment either by direct deposit or by cheque.
4. Benefits and Bonus.
   1. Effective , you will participate in the Company's benefit plans, subject to the terms of those plans which may be amended by the Company from time to time, in its sole discretion. Currently, the Company's benefit plans include: To the extent a benefit plan requires employee payment of its premiums, you agree that the Company may deduct those premiums from your Salary. [OR, if the company has no benefits plans, replace the provision with the following: The Company does not have a benefits plan. You may wish to arrange for your own coverage for medical, dental, life, extended health and disability insurance.]
   2. The Company may pay you a bonus of up to annually. The basis for the amount and timing of the payment of the bonus will be agreed on between you and the Company, at least annually. The payment of the bonus will be conditional on the Company's successful financial performance, as determined by the Company in its sole discretion. Payment of the bonus in any given year will not necessarily entitle you to the bonus in subsequent years. [THIS IS AN OPTIONAL CLAUSE - delete if you do not wish to have a bonus available]
5. Vacation. You are entitled to weeks of vacation annually, after 1 year of employment, and increasing to weeks after years of employment. The Company must approve the scheduling of your vacation, and will take its business needs into account when doing so.
6. Change in Employment. The Company may, from time to time and in its sole discretion, change your title, duties, reporting, and bonus without requiring a written amendment to this Agreement, and without causing termination or breach of this Agreement, as long as the change is not a fundamental change to your employment – that is, as long as the change does not constitute a constructive dismissal at law. The Company may, with your agreement, change your Salary without requiring a written amendment to this Agreement. When such changes are made to this Agreement, all other aspects of this Agreement will remain in effect.
7. Policies and Procedures. You are required to comply with the Company's policies and procedures as published and amended by the Company from time to time in its sole discretion. In the event of a conflict between the Company's policies and procedures and this Agreement, this Agreement will take precedence.
8. Resignation. During the Probation Period, you may end your employment at any time without notice. Once you have completed the Probation Period, you must give the Company weeks’ notice of your resignation. On receiving notice, the Company may, in its sole discretion, pay you for the resignation notice period and ask you not to go to work.
9. Just cause. Despite any other provision in this Agreement, the Company may end your employment at any time for just cause, without notice or pay in lieu of notice. Just cause includes:
   1. your wilful failure to follow the Company's instructions or to perform the reasonable duties assigned to you by the Company;
   2. your wilful misconduct or fundamental breach of any of the provisions of this Agreement;
   3. any conduct by you that tends to bring you or the Company into disrepute; and
   4. any other matter constituting just cause at common law.
10. Ending of Employment.
    1. The Company may end your employment:
       1. during the Probation Period, without notice or pay in lieu of notice; and
       2. after the Probation Period, by giving you written notice of termination equal to weeks plus weeks for every full calendar year of employment, up to a maximum notice period of weeks (the "Notice Period").

    At any time during the Notice Period, the Company may, in its sole discretion, end your employment immediately by paying to you an amount equal to the Salary you would have earned between the date of termination and the end of the Notice Period.

    2. You understand and agree that by complying with section (a) above, the Company satisfies its entire obligation to give you notice, or pay in lieu of notice, in the event your employment is ended.
11. Confidentiality.
    1. "Confidential Information" means all information (whether in oral, written or electronic form) relating to the business, technology, personnel, marketing, customers, finances, products or services of the Company, and includes confidential information received by the Company from third parties, but excludes any information that:
       1. was lawfully in your possession before receiving it from the Company;
       2. is provided in good faith to you by a third party without breaching any rights of the Company or any other party;
       3. is or becomes generally available to, or accessible by, the public through no fault of your own; or
       4. is independently developed by you without use of the disclosed Confidential Information.
    2. You may use the Confidential Information only as reasonably required to perform your duties as an employee. You will not use the Confidential Information for any other purpose without the explicit written approval of the Company.
    3. You will keep the Confidential Information confidential. You will not disclose the Confidential Information to any third party, nor the fact that you have obtained the Confidential Information, without the explicit written approval of the Company.
    4. You will use conscientious efforts to maintain the confidentiality of the Confidential Information and to protect it from unauthorized access, use or disclosure to third parties.
    5. If you receive notice indicating that you may or will be legally required to disclose any of the Confidential Information, you will notify the Company promptly in writing so that the Company may seek a protective order or other appropriate remedy, or waive compliance with this Agreement. If a protective order or other remedy is not obtained for whatever reason, or if the Company waives compliance with this Agreement, you will disclose no more than that portion of the Confidential Information required to be disclosed.
12. Intellectual Property. Except as specified in section 15, you agree that the Company will have exclusive ownership of all tangible and intangible information and material that you conceive or produce during your employment with the Company (the "Work Product"), including all ideas, discoveries, inventions, formulas, algorithms, software code, techniques, processes, know-how, trade secrets and other intellectual property, and regardless of whether or not the Work Product:
    1. can be protected by copyright, patent, industrial design, trade mark or other similar legal protection,
    2. was conceived or produced by you during or outside your regular working hours, or
    3. was conceived or produced by you alone or jointly with others.
13. Disclosure. You will promptly disclose all Work Product to the Company in writing.
14. Assignment and Moral Rights. You hereby assign to the Company all rights, title and interest you may now or in the future have in and to the Work Product. You waive your moral rights to any and all copyrights subsisting in the Work Product. If required by the Company, you also agree to sign any applications or other documents the Company may reasonably request:
    1. to obtain or maintain patent, copyright, industrial design, trade-mark or other similar protection for the Work Product,
    2. to transfer ownership of the Work Product to the Company, and
    3. to assist the Company in any proceeding necessary to protect and preserve the Work Product.

    The Company will pay for all expenses associated with preparing and filing such documents.

15. Exception. Sections 12, 13 and 14 will not apply to any Work Product you develop outside your regular working hours, if the Work Product:
    1. was not developed in the ordinary course of your employment,
    2. was developed without the use of Confidential Information, and
    3. was developed without the use of any of the Company’s corporate resources.
16. Governing Law. This Agreement will be governed by the laws in effect in British Columbia.
17. Legal advice. You confirm that the Company has encouraged you to obtain independent legal advice regarding this Agreement and its effect. You affirm that you have obtained independent legal advice or have declined to do so.

* * *

We are pleased to have you join our team. If you have any questions about our offer of employment, please contact me at or .

Sincerely,