2022-04-13_corosa_Confidential Information and Non-Solicitation - FINAL.docx

Confidential Information, Non-Competition, and Non-Solicitation Agreement

In consideration of my employment with Orofresh Enterprises, Inc., their / its subsidiaries, affiliates, successors or assigns, doing business as Greater Vancouver Home  Care Assistance (the “Company”), I,   ________________                                                                                                                      (referred  to hereinafter  as “Employee” or “I”),  agree to the following Confidential  Information, Non-Competition, and Non-Solicitation Agreement  (the “Agreement”):

1.   COMPANY’S OWNERSHIP OF CLIENTS AND CLIENT INFORMATION

1.01	The Employee understands that while employed by the Company, she will be required to solicit and acquire clients for the Company as well as service clients and develop client relationships.

1.02	For the purposes of this Agreement, the term “Client” means any person or entity whose business relating to their home care assistance needs the Employee solicited, acquired, developed, or serviced on the Company’s behalf during the most recent 5 years of her employment with the Company.

1.03	For the purposes of this Agreement, “Prospective Client” means any person or entity with whom or with which the Employee was seeking or sought to conduct business relating to home care assistance services on the Company’s behalf, during the most recent 2 years of her employment with the Company.

1.04	The Employee acknowledges and agrees that the goodwill and business developed or flowing from any Client or Prospective Client is the sole and exclusive property of the Company.

1.05	The Employee acknowledges and agrees that any documentation and correspondence received, or created and transmitted by the Employee during the course of the Employee’s employment and which relates to the business of the Company is the sole and exclusive property of the Company.

2.  CONFIDENTIAL INFORMATION

2.01	For the purposes of this Agreement, “Confidential Information” means any information not generally known to the public pertaining to the business of the Company and the affairs of Clients and Prospective Clients. Such information includes, but is not limited to: the Company’s database, files relating to Clients and Prospective Clients, work in progress, billings, research, reports, policies, procedures, techniques, marketing strategies, and practices and/or strategies applicable to files pertaining to Clients or Prospective Clients.

2.02	The Employee understands and acknowledges that during the course of her Employment with the Company, she will:

be exposed to Confidential Information;

gain information concerning the business practices and resulting home care assistance needs of Clients and Prospective Clients due to the Employee’s position as their Case Manager;

be introduced by the Company to Clients or Prospective Clients; and

use the Company’s Confidential Information to solicit, acquire, and develop relationships with Prospective Clients and/or Clients to enable the Company to provide home care assistance services to Prospective Clients or Clients.

2.03	The Employee acknowledges that the Confidential Information is a valuable and significant economic asset of the Company and that unauthorized disclosure of Confidential Information as described in Article 2.04 below would cause damage to the Company.

2.04	Employee covenants and agrees that she will during her employment or at any time following the end of her employment howsoever ended:

keep all Confidential Information in the strictest confidence;

hold all Confidential Information in trust for the Company;

not use the Confidential Information for any business other than the business of the Company and during the course of the Employee’s employment; and

not to directly, indirectly or in any other manner:

publish or in any way participate or assist in the publishing of any Confidential Information; and

disclose or assist in the disclosure of any Confidential Information to any person, firm or corporation.

2.05	The Employee shall not take away or retain any Confidential Information in any form whatsoever and nor shall the Employee make copies of any Confidential Information for her own use or for the use of third parties.

2.06	Upon termination of the Employee’s employment howsoever ended, the Employee shall promptly return to the Company all Confidential Information that the Employee has in her possession or control.

2.07	This Agreement will not apply to Confidential Information if and when it:

is made subject to an order by judicial or administrative process requiring the Employee to disclose any or all of the Confidential Information, provided, however, that the Employee shall promptly notify the Company and allow the Company reasonable time to oppose such process before disclosing any of the Confidential Information;

is published or becomes available to the general public other than through a breach of this Agreement;

is obtained by the Employee from a third party with a valid right to disclose it, provided that the third party is not under a confidentiality obligation to the Company;

was possessed by the Employee prior to receipt from the Company, other than through prior disclosure by the Company, as evidenced by the Employee’s business records.

2.08	If any of the Confidential Information provided to the Employee falls under one of the exceptions noted in Paragraph 2.07 of this Agreement, the Employee shall notify the Company in writing at least 7 days prior to making the disclosure of such Confidential Information and provide evidence of the grounds for exception.

3.	NON-SOLICITATION

3.01	The Employee covenants and agrees that during her employment, and for a period of 12 months following the termination of her employment, regardless of how the employment was terminated or which party terminated it, the Employee shall not, directly or indirectly, whether individually or in partnership or jointly or in conjunction with any other person(s), as principal, agent or shareholder, officer, employee or in any other capacity:

approach, solicit, induce or attempt to induce any Prospective Client or Client with the intent to conduct consulting business with that Prospective Client or Client or to induce or persuade any Client to transfer its home care assistance business away from the Company to any other person or entity;

approach, solicit, induce or attempt to induce any Prospective Client to bring its home care assistance business to a person or entity that is not the Company;

disclose, directly or indirectly, or make known to anyone, the identities, names, telephone numbers, email addresses or physical addresses of any Prospective Clients or Clients;

hire or cause to be hired any person who was an employee of the Company at any time during the period that the Employee was employed by Company for the purpose of employing that person in a business that is related to or competitive with the business of the Company.

4.	NON-COMPETITION

4.01	The Employee covenants and agrees that during her employment, and for a period of 12 months following the termination of her employment, regardless of how the employment was terminated or which party terminated it, the Employee shall not, directly or indirectly, whether individually or in partnership or jointly or in conjunction with any other person(s), as principal, agent or shareholder, officer, employee or in any other capacity own or maintain a business the same as or similar to the Company’s business within a twenty (25) kilometer radius of the Company’s two locations at: Suite 250, 2411 – 160th Street, South Surrey, V3S OC8; and 1861 Marine Drive, West Vancouver, B.C., V7V 1J7.

5. 	REMEDIES AND RELIEF.

5.01.	In the event that the Employee breaches Articles 3.01(a), (b) and/or (c) with the result that a Client transfers all or part of its home care assistance business to a person or entity with whom the Employee is associated directly or indirectly, the Employee shall pay the Company liquidated damages in an amount equivalent to 2 times the preceding fiscal year’s gross home care assistance fees received by the Company for the home care assistance business of that Client.

5.02	In the event of a breach of any other covenant in this Agreement, the Employee agrees that it would be impossible or inadequate to measure the damages that would be caused to the Company. The Employee agrees that the Company will be immediately and irreparably harmed in the event of such a breach.

5.03	The Employee further agrees that in the event of a threatened, prospective, or actual breach of the covenants apart from 3.01 (a), (b), and/or (c) of this Agreement, the Company shall be entitled to obtain an injunction or an order for specific performance from a Court of competent jurisdiction.

5.04	The Employee hereby consents to the issuance of such an injunction or an order of specific performance. Such relief shall be in addition to any other remedies available to the Company and do not constitute an election of remedies. Such relief shall not be in lieu of any other legal or equitable remedies, damages, or legal fees and costs available to the Company.

5.05	In the event of a breach of any term of this Agreement, the Employee agrees to pay for damages caused to the Company resulting from the breach. In addition, the Employee shall also be liable for any solicitors’ fees, expenses and costs incurred by the Company in relation to proving, prosecuting, defending, or enforcing any matter which is the subject of this Agreement.

6. 	GENERAL PROVISIONS

Waiver

6.01	No consent or waiver, express or implied, by any party to this Agreement or any breach or default by any other party in the performance of its obligations under this Agreement or of any of the terms, covenants or conditions of this Agreement shall be deemed or construed to be a consent or waiver of any subsequent or continuing breach or default in such party’s performance or in the terms, covenants or conditions of this Agreement. The failure of any party to this Agreement to assert any claim in a timely fashion for any of its rights or remedies under this Agreement shall not be construed as a waiver of any such claim and shall not serve to modify, alter or restrict any such party’s right to assert such claim at any time thereafter.

Applicable Law

6.02	This Agreement shall be governed by and construed in accordance with the laws of the province of British Columbia. The parties hereto hereby attorn to the jurisdiction of the courts of British Columbia.

Severability

6.03	If any provision of this Agreement for any reason is declared invalid, such declaration shall not affect the validity of any remaining portion of the Agreement, which remaining portion shall remain in full force and effect as if this Agreement had been executed with the invalid portion thereof eliminated and it is hereby declared the intention of the parties that they would have executed the remaining portions of this Agreement without including therein any such part, parts or portion which may, for any reason, be hereafter declared invalid.

Entire Agreement

6.04	This Agreement constitutes the entire Agreement between the parties hereto with respect to the subject matter of this Agreement and there are no representations or warranties, express or implied, statutory or otherwise other than set forth in this Agreement and there are no Agreements collateral hereto other than as are expressly set forth or referred to herein.  This Agreement supersedes any prior agreements, written or oral in respect of the Employee’s employment with the Company.  This cannot be amended or supplemented except by a written agreement executed by all parties hereto.

Counterpart

6.05	This Agreement may be executed in counterpart and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution shall be deemed to bear the date as set out on the first page of this Agreement.

Independent Legal Advice

6.06	The Employee acknowledges that this Agreement has been prepared by the Employee’s solicitors and acknowledges that the Employee has had sufficient time to review this Agreement thoroughly, that she has read and understood the terms of this Agreement and that the Employee has been given the opportunity to obtain independent legal advice concerning the interpretation and effect of this Agreement prior to its execution.

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the 	 day of February, 2014.

Orofresh Enterprises Inc., dba Greater Vancouver Home Care Assistsance | Orofresh Enterprises Inc., dba Greater Vancouver Home Care Assistsance

Per:

Per: | Authorized Signatory

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