2022-04-13_cterlesky_Confidentiality, Non-Solicitation & Non-Comp Agreement_Nicole St. Eve.docx

CONFIDENTIALITY, NON-SOLICTATION & NON-COMPETITION AGREEMENT

THIS AGREEMENT made as of the      16    day of     March  , 2022.

BETWEEN:

2004437 ALBERTA LTD. O/A Home Care Assistance, a corporation incorporated under the laws of the Province of Alberta (the “Corporation”)

- and -

Nicole St. Eve an individual residing in the City of Calgary, in the Province of Alberta (the “Employee”)

RECITALS:

WHEREAS the Corporation is involved in the business of providing home care assistance services (the “Business”);

AND WHEREAS the Corporation has hired the Employee and the Employee has agreed to be an employee of the Corporation, subject to the conditions set out in this agreement (the “Agreement”);

AND WHEREAS the parties wish to set out certain terms and conditions relating to Employee’s employment with the Corporation of information relating to such discussions;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) and the sum of ten ($10.00) dollars, the parties hereby agree as follows:

ARTICLE I

CONFIDENTIALITY

1.1	Prohibition on Use of Confidential Information. The Employee agrees not to, directly or indirectly, disclose or use at any time, either during or subsequent to their employment by the Corporation and any of its subsidiaries or affiliates (which obligation will survive indefinitely) any code software, technology, trade secrets, know-how, processes, procedures or other information, knowledge, or data possessed, used, developed or licensed by the Corporation or to which the Employee gains access in connection with their employment and which the Corporation deems confidential, proprietary or protected under grant of license or which the Employee has reason to believe is confidential, proprietary or protected under grant of license, except as such disclosure or use may be required in connection with their work for the Corporation or unless the Employee first secures the written consent of the Corporation (the “Confidential Information”). Upon termination of the Employee’s employment, the Employee will promptly return to the Corporation all originals and all copies of all property, assets and Confidential Information of the Corporation created or obtained by the Employee as a result of or in the course of or in connection with their employment with the Corporation which are in the Employee's possession or control, whether confidential or not, including, but not limited to, computer files, software programs, computer equipment, correspondence, notes, memoranda, notebooks, drawings, customer lists or documents delivered to the Employee concerning any idea, product, procedure, practice, apparatus, invention or process manufactured, used, developed, investigated, or marketed by the Corporation during the period of their employment.

1.2	Return of Confidential Information. The Employee agrees that upon request by the Corporation and in any event upon termination of employment, the Employee shall turn over to the Corporation all Confidential Information in the Employee's possession or under their control which was created pursuant to, in connection with or derived from the Employee's services to the Corporation, or which is related in any manner to the Corporation's activities or research and development efforts, whether or not such materials are in the Employee's possession as of the date of this Agreement.

1.3	Non-Solicitation.  Upon termination of the Employee's employment with the Corporation for any reason, the Employee will not, for a period of 24 months commencing on the date the Employee's employment with the Corporation is terminated, directly or indirectly, as a shareholder, Corporation, employee, partner, proprietor, director, officer, principal, agent, advisor or through the medium of any firm, corporation or other entity or in any other capacity whatsoever, induce, solicit, or attempt to induce or solicit (a) any employee or independent contractor of the Company to terminate their relationship with the Corporation, or (b) any customer of the Business to terminate their relationship with the Corporation.

1.4	Non-Competition. The Employee covenants and agrees that during the course of their employment and for a period of Three (3) Months after the date of Employee’s termination, for any cause, either individually or in partnership or jointly or in conjunction with any person or persons, including but without limitation, any individual, firm, association, syndicate, company, corporation or other business enterprise, as principal, agent, shareholder, officer, employee, consultant or in any other manner whatsoever, not to carry on or be engaged in or be concerned with or be interested in or advise, consult, lend money to, or guarantee the debts or obligations of or permit their name to be used or be employed by any person or persons, including without limitation, any individual, firm, association, syndicate, company, corporation, or other business enterprise engaged or concerned with, providing home care assistance services within a Ten (10) kilometer radius of the Corporation’s premises (located at 10333 Southport Rd SW #107
Calgary, AB, T2W 3X6).

1.5	Obligations Survive the Agreement. The obligation of confidentiality, non-competition and non­solicitation set forth in this Article 1 shall continue notwithstanding the termination of Employee’s employment for any reason.

ARTICLE II

REMEDIES

2.01	Injunctive Relief – If the Employee breaches any provision of Article I, the Corporation shall be entitled to an injunction restraining the Employee from committing or from continuing to commit the breach without the Corporation being required to prove any actual damages sustained by the Corporation.

Remedies

If the Employee is in breach of any of the terms of this Agreement they hereby agree that they will, forthwith upon being given notice by the Corporation of such breach, cease and desist from carrying on those activities which constitute the breach. Should the Employee at any time subsequent to receipt of a notice hereunder, fail to forthwith cease and desist from carrying on the activities in question, then the Corporation may exercise any and all remedies available to the Corporation at law or in equity as against the Employee.

The parties recognize that a breach by the Employee of any of the covenants contained in this Agreement or disclosure of any Confidential Information would result in damage to the Business of the Corporation and that the Corporation would not adequately be compensated for such damage by monetary award alone. Accordingly, the Employee agrees that in the event of such breach, in addition to all other remedies available to the Corporation at law or in equity, the Corporation shall be entitled as a matter or right to apply to a court of competent jurisdiction for such relief by way of restraining order, injunction, decree or otherwise as may be appropriate to ensure compliance by the Employee with the provisions of this Agreement.

If the Employee breaches Section 1.4 of this Agreement, the Employee shall be liable for liquidated damages in the amount of $3,000.00 for each breach of Section 1.4 they commit.

ARTICLE III

GENERAL CONDITIONS

3.01	Governing Law & Jurisdiction – The provisions of this Agreement will be construed and interpreted under the laws of the Province of Alberta. The parties hereto attorn to the exclusive jurisdiction of the courts of the Province of Alberta to settle any disputes arising pursuant to this Agreement.

3.02	Severability – If any provision of this Agreement as applied to any party or to any circumstance should be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the invalidity of that provision shall in no way affect (to the maximum extent permissible by law) the application of such provision under circumstances different from those adjudicated by the court, the application of any other provision of this Agreement become or be deemed invalid, illegal or unenforceable in any jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision will be stricken and the remainder of this Agreement shall continue in full force and effect.

3.03	Independent Legal Advice – The Employee acknowledges that they have read and understand this Agreement and acknowledge that they have had the opportunity to retain independent legal advice with respect to this Agreement prior to the execution hereof. The Employee therefore waives any claim or right of defense which they may have based on their failure to obtain such legal advice should a dispute arise with respect to this Agreement.

IN WITNESS WHEREOF the parties hereto have signed this contract effective the date first above written.

2004437 ALBERTA LTD.				EMPLOYEE

Per: _____Charles Terlesky_______________		______Nicole St. Eve __________________										PRINT NAME

________________________________			_______________________________________

Witness						SIGNITURE