2023-09-08_elizabeth.kachur_Printable Canada-Quebec Caregiver Employment Agreement.docx

employment agreement

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into

BY AND BETWEEN:

TheKey Montréal (The "Company")

AND:

_______________________ (“I,” or “Employee”)

(Company and Employee are each a “Party” and collectively, the “Parties”)

This Agreement sets out the terms and conditions of your employment. Please review this Agreement carefully as your execution of this Agreement will confirm your acceptance of the following terms and conditions.

TERM

This is an agreement of indefinite duration, commencing as noted in your confirmation email, and terminating in accordance with the Termination of Employment Section in the Addendum.

EMPLOYMENT

The Employee will be employed as, and will perform such duties, and will have such responsibilities, as the Company may assign from time to time, in its sole discretion. A current job description is attached hereto as Schedule A. The operational requirements of the Company may require amendment to the Employee’s job description from time to time at the Company’s discretion. The Employee acknowledges and agrees that any such changes will not constitute a breach or termination of this Agreement.

The Employee will at all times faithfully and diligently perform the job, duties and responsibilities to the Company’s satisfaction.

The Employee confirms that the Employee has reviewed and is bound by the policies and procedures of the Company as may be amended by the Company from time to time in its sole discretion. In the event of a conflict or inconsistency between the Company’s policies and procedures and this Agreement, this Agreement shall prevail and apply. The Employee understands and agrees that the Company has the right to change these policies and procedures from time to time in its sole discretion and that in doing so, the Company will not be in breach of this Agreement. The Employee also agrees to be bound by all policies, rules and procedures implemented or maintained by the Company from time to time.

The Employee will be subject to performance reviews from time to time, as determined by the Company, and in the form and manner as established by the Company.

This Agreement and the Employee’s employment with the Company is contingent upon satisfactory results of pre-employment checks, including criminal background check, education verification (if applicable), and employment references.

During the Employee’s employment with the Company, the Employee may be required to undergo further criminal background checks in accordance with the Company’s policies and legal requirements that may be in place from time to time.

COMPENSATION AND BENEFITS

The Employee will be paid less applicable deductions or deductions made with the Employee’s consent and will be paid bi-weekly through direct deposit.

We are offering you an hourly wage of _____________ (“the Wage Rate”), less statutory deductions required by law, payable up to a maximum of twelve (12) compensable hours per day, regardless of hours actually worked beyond twelve (12) by legislation of the province you are hired as amended from time to time by (“the Employment Standards Act”).

Your work hours are part-time, and the schedule may vary from week to week, based upon the Employer’s needs. You will be paid on a bi-weekly basis by direct deposit to the bank account designated by you. The above Wage Rate may be subject to periodic review by the Employer provided that the Employer shall be under no obligation to increase your Wage Rate at the time of any review.

CONFIDENTIALITY

The confidentiality obligations of the Employee as set forth in this Article continue during the term of this Agreement, and indefinitely thereafter.

“Confidential Information” means information, material and facts (including Personal Information) or other property of any kind that is confidential relating to the business or proprietary to the Company or its affiliates including its clients whether or not such information or facts

are reduced to writing such as employee, customer or client information, supplier lists and information, actual or contemplated business plans, financial information, business practices, marketing data and plans, instructional or informational material, promotional materials or manuals, or internal services, operational, or employment manuals;

technical information, including but not limited to, any and all object code and source code to software, methodologies, procedures, processes, specialized knowledge, formulae, innovations and inventions (whether patented or not), instructions, descriptions, studies, reports, test results, computer programs (including computer data, computer software and applications), computer systems, and specialized techniques; and

any other information, the disclosure of which could be reasonably expected to adversely affect the Company or its affiliates.

were created or originated by an employee or the Employee.

are designated or marked as “confidential” or “proprietary” or some other designation or marking.

Confidential Information includes, but is not limited to, all information which becomes known to the Employee as a result of the Employee’s employment by the Company, which the Employee, acting reasonably, believes or ought to believe is confidential or proprietary information from its nature, or from the circumstances surrounding its disclosure to the Employee.

Confidential Information does not include information that:

is in the public domain and already known to the Employee at the date of this Agreement as shown by the Employee’s records; or

is publicly available by other than unauthorized disclosure.

As a consequence of the Employee’s employment with the Company and of the Employee learning of the Confidential Information, the Employee occupies a position of trust and confidence with respect to the affairs and business of the Company. Accordingly, it is reasonable and necessary for the Employee to agree:

that all Confidential Information is confidential, is the exclusive property of the Company, and is subject to protection;

that disclosure of the Confidential Information would be highly detrimental to the Company and would severely damage the Company’s interests; and

to hold in strictest confidence, take all necessary precautions against unauthorized disclosure of, and not to use or disclose to any person, firm or Company, any of the Confidential Information.

Within five (5) days of termination of employment, regardless of the reason for termination, or upon request, the Employee will turn over all copies of the Confidential Information, along with all other property belonging to the Company.

PROBATIONARY PERIOD

It is understood and agreed by the Employee that the first 90 days (3 months) of employment shall constitute a probationary period during which period the Company may, in its absolute discretion, terminate the Employee's employment, for any reason without notice or cause.

HOURS OF WORK

The Employee shall report to work on a casual basis as required to meet business needs. The specific days and hours of work for the Employee’s position will be based on the business requirements of Company and the specific client assignments that are available from time to time (as determined by the Company in its sole discretion) and may vary from week to week.

EXPENSES

The Company shall reimburse the Employee for all reasonable out of pocket expenses actually and properly incurred by the Employee in connection with the Employee’s duties hereunder. The Employee shall furnish the Company with statements, receipts or other reasonable documentation evidencing such expenses.

OWNERSHIP AND PROPRIETARY RIGHTS

In this Agreement the term “Intellectual Property Rights” means any and all legal protection recognized by law (whether by statute, common law or otherwise, in Canada and all other countries worldwide) in respect of the Works and Confidential Information, including trade secret and Confidential Information protection, patents, copyright and copyright registration, industrial design registration, trade dress and trade-marks and trade-mark registrations and other similar registrations or grants of rights analogous thereto, including all past, present, and future causes of action, rights of recovery, and claims for damage, accounting of profits, royalties, or other relief relating, referring, or pertaining to any of the foregoing.

The term “Works” includes all inventions, discoveries, designs, ideas, works, creations, developments, algorithms, drawings, compilations of information, analysis, experiments, data, reports, know-how, formulas, methods, processes, techniques, prototypes, products, samples, equipment, tools, machines, software and all associated documentation, flowcharts, specifications and source code listings, whether patentable or not, including any modifications or improvements thereto which:

are conceived, developed, created, generated or reduced to practice by the Employee (whether alone or with others inside or outside the Company) during the Employee’s employment with the Company whether before or after the Start Date;

result from tasks assigned to the Employee by the Company; or

result from the use of the property (including equipment, supplies or Confidential Information) owned, leased or licensed by the Company;

The term “Pre-Existing Works” means all inventions, methods, processes, discoveries, designs, ideas, works, creations, developments, algorithms, drawings, compilations of information, analysis, experiments, data, reports, know-how, techniques, products, samples, tools, machines, software and all associated documentation, flowcharts, specifications and source code listings, whether patentable or not, including without limitation any modifications or improvements thereto which the Employee owned and developed prior to the Start Date and which such pre-existing knowledge and ownership can be demonstrated by the Employee, whether through documentation or otherwise.

The term “3P Works” means all inventions, methods, processes, discoveries, designs, ideas, works, creations, developments, algorithms, drawings, compilations of information, analysis, experiments, data, reports, know-how, techniques, products, samples, tools, machines, software and all associated documentation, flowcharts, specifications and source code listings, whether patentable or not, including without limitation any modifications or improvements thereto which are owned by a person other than the Employee or the Company.

The Employee will disclose all Works promptly and fully to the Company. The Employee will maintain at all times adequate and current records relating to the Works, which records will be and remain the property of the Company. All documents, records, work papers, notes, memoranda and similar records of Confidential Information or Works made or compiled by the Employee at any time or made available to the Employee during the performance of their obligations under this Agreement, whether before, on or after the Start Date, including all copies thereof, are the property of the Company and will be delivered to the Company by the Employee upon the termination of this Agreement or at any other time upon request by the Company.

Notwithstanding anything else contained in this Agreement, the Company will have sole and exclusive right, title and interest, worldwide, in and to all Works, including all associated Intellectual Property Rights, which right, title and interest will continue after termination of this Agreement. Accordingly, the Employee hereby irrevocably assigns and, in the case of Works created after the Start Date, the Employee irrevocably assigns, (and to the extent such assignment can only be made in the future, hereby agrees to promptly assign without the need for any further remuneration or consideration), to the Company all worldwide right, title and interest of any nature whatsoever in and to all Works, including all associated Intellectual Property Rights. The Employee agrees that this assignment includes a present conveyance to the Company of all Works and associated Intellectual Property Rights that are not yet in existence.

The Employee hereby waives (and in the case of Works created after the Start Date, agrees to waive) all moral rights arising under the Copyright Act (Canada) and any rights to similar effect in any country or at common law (“Moral Rights”) that the Employee have in respect of the Works or Pre-Existing Works, and acknowledge that such waiver may be invoked by any person authorized by the Company.

Aside from Moral Rights, if the Employee has any Intellectual Property Rights that cannot be assigned to the Company, the Employee hereby unconditionally and irrevocably grants and, in the case of such Intellectual Property Rights created after the Start Date hereby unconditionally and irrevocably grants (and to the extent such grant can only be made in the future, will promptly grant) to the Company an exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license with rights to sub-license all such Intellectual Property Rights for the full duration of such rights and any renewals or extensions thereof. Further, aside from Moral Rights, if the Employee has any Intellectual Property Rights that cannot be so assigned or licensed, the Employee hereby unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against the Company, its licensees, successors and assigns with respect to such rights. The Employee agrees, at the Company’s request and expense, to consent to and join in any action by the Company to enforce such rights against any third parties.

In performing the Employee’s obligations under this Agreement, if the Employee wishes to use, integrate or otherwise rely on any Pre-Existing Works, the Employee will first:

compile and provide to the Company a list of all such Pre-Existing Works to be so used, integrated or otherwise relied upon; and

obtain the express written consent of the Company for the use of such Pre-Existing Works in the performance of the Employee’s work tasks (including the creation of Works).

Provided that the Company provides such consent in writing:

the Employee may use, integrate or otherwise rely on any such Pre-Existing Works in the manner and to the extent consented to by the Company in writing; and

the Employee grants and will grant to the Company a perpetual, irrevocable, royalty-free, sub-licensable, non-exclusive, transferable, worldwide license to all of the Employee’s Pre-Existing Works to the extent required for the Company’s use, modification or other exercise of its rights in the Works, whether in whole or in part.

In performing the Employee’s obligations under this Agreement, if the Employee wishes to use, integrate or otherwise rely on any 3P Works, the Employee will first:

compile and provide to the Company a list of all such 3P Works to be so used, integrated or otherwise relied upon, together with the license terms applicable to such 3P Works; and

obtain the express written consent of the Company to use such 3P Works in performing the Employee’s obligations under this agreement.

Provided that the Company provides such consent in writing, the Employee may use, integrate or otherwise rely on any 3P Works in performing their obligations under this Agreement in the manner and to the extent consented to by the Company in writing and in accordance with the license terms applicable to the 3P Works.

The Employee will execute and deliver to the Company whenever requested by the Company, any and all further documents and assurances that the Company may deem necessary or expedient to effect the purposes and intent of the provisions of this Section 6. If the Employee refuses or fails to execute any further documents and assurances when requested by the Company, this Agreement will form a power of attorney granting to the Company the right to execute and deliver on the Employee’s behalf all such further documents and assurances that the Company may deem necessary or expedient to effect the purposes and intent of the provisions of this Section 6 on the Employee’s behalf.

NON-SOLICITATION

Your employer is Company, not the client.

9.1 Quebec Employees

Non-Solicitation: Employee shall not, during the Agreement and for a period of twelve (12) months immediately following termination of this Agreement, either directly or indirectly, call on, solicit, or take away, or attempt to call on, solicit, or take away, any of the customers or clients of Company with whom Employee was in contact on behalf of Company or with whom Employee has worked in the course of his or her duties for Company during the terms of this Agreement, either for their own benefit, or for the benefit of any other person, firm, corporation or organization.

Restrictions on hire or provision of services to a client: During the term of this Agreement and for a period of six (6) months following the conclusion of Employee’s services to a client of Company, the Employee agrees not to perform, directly or indirectly, for said client, services, tasks or duties similar to those he or she performed at Company as a caregiver, i.e., home care and support services. This restriction is applicable within a territory consisting of a radius of 50 kilometers from Company’s establishment located at 4464 Saint-Catherine West, Westmount, Quebec, H3X 1R7.

9.2 All Other Provinces Employees

Non-Solicitation: Employee shall not, during the Agreement and for a period of twelve (12) months immediately following termination of this Agreement, either directly or indirectly, call on, solicit, or take away, or attempt to call on, solicit, or take away, any of the customers or clients of Company with whom Employee was in contact on behalf of Company or with whom Employee has worked in the course of his or her duties for Company during the terms of this Agreement, either for their own benefit, or for the benefit of any other person, firm, corporation or organization.

Restrictions on hire or provision of services to a client: During the term of this Agreement and for a period of twelve (12) months following the conclusion of Employee’s services to a client of Company, the Employee agrees not to perform, directly or indirectly, for said client, services, tasks or duties similar to those he or she performed at Company as a caregiver, i.e., home care and support services.

RETURN OF PROPERTY

On the Date of Termination, the Employee shall promptly surrender to the Company all information in whatever form (including all Confidential Information) and any other documents, materials, property, information and equipment belonging to the Company or relating to the Company’s business in the Employee’s possession, custody or control, and the Employee shall not thereafter retain or deliver to any other person any of the foregoing or any summary or memorandum thereof.

MISCELLANEOUS

Any notice required to be given under this Agreement must be in writing. Service on the Employee will be effective if served personally or to the Employee’s last known electronic or mailing address. Service by mail is effective if addressed to the party at the last known address for that party. Either party may change its address for service by notice to the other party.

The provisions of this Agreement which require their performance by either party after the termination of this Agreement will survive the termination of this Agreement, howsoever occasioned, and remain enforceable.

If any provision of this Agreement is at any time held to be unenforceable or invalid for any reason, it will be severable from the remainder of this  Agreement and, in its application at that time, this Agreement will be construed as though such provision was not contained herein and the remainder will continue in full force and effect and be construed as if this Agreement had been executed without the invalid or unenforceable provision.

This Agreement, including any Addendum and Schedule, constitute the entire Agreement between the Employee and the Company with respect to the Employee’s employment with the Company, and there are no representations, warranties, collateral terms or conditions, express or implied, other than as set out in this Agreement. This Agreement will supersede all prior and contemporaneous negotiations, understandings, representations, warranties and agreements between the Employee and the Company (both written and oral) with respect to the Employee’s employment with the Company.

The Employee acknowledges having reviewed and understood the terms of this Agreement, having been provided an adequate and reasonable opportunity to seek independent legal advice with respect to it, and either having done so, or voluntarily electing not to do so.

The Employee agrees that the Company may assign this Agreement at any time, without prior notice, and that all the covenants and obligations of the Employee will be assigned to the benefit of any successor or assignee. The Employee may not assign any rights or delegate any duties or obligations under this Agreement.

No waiver by the Employee or the Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach by the other party. No delay or failure by the Employee or the Company of exercising any right under this Agreement will be construed as a waiver of that right or any other right.

This Agreement may be executed in any number of counterparts and may be delivered by delivering original signed copies or electronic copies in portable document format (“PDF”), and each such original or PDF copy when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Execution may be accomplished by wet ink signing, insertion by the signatory of an image of a wet ink signature, or by means of an electronic signature.

This Agreement, and all disputes arising from or in connection with this Agreement, will be governed by and construed in accordance with the laws of the province in which the Employee works. Each party submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province where the Employee works for any action or proceedings arising out of or relating to this Agreement.

IN WITNESS WHEREOF each of the parties has duly executed this Agreement as of the date first written above.

Company:

Hiring Manager :_____________________________

Hiring Manager Job Title : ______________________

Today's Date : ____________________

Québec Addendum

OVERTIME

Any eligible overtime with be calculated and paid in accordance with the Employment Standards Code (Quebec) and must be pre-approved by the Company.

Any overtime incurred will be paid in accordance with the CNESST Employment Standards Act.

VACATION

You are eligible for the following time off:

Fifteen (15) vacation days per year, accrued from your date of hire and available for use, subject to supervisor approval. In no case will you receive less than your vacation entitlements under applicable labour standards legislation.

TERMINATION OF EMPLOYMENT

Your employment with the Company may come to an end in accordance with the provisions set out below.

Resignation: You may resign your employment at any time with two (2) weeks’ notice. The Company can accept your resignation at any earlier date within that two-week period by providing you with your normal pay for the remainder of the two (2) week resignation notice period.

Serious reason: Company may terminate your employment at any time without notice or pay in lieu thereof for a serious reason, pursuant to article 2094 of the Civil Code of Quebec.

Without a serious reason: Company may terminate your employment at any time without a serious reason by providing you with reasonable notice of termination or pay in lieu thereof, in accordance with the Civil Code of Quebec.

Temporary Layoffs: Due to the nature of the business, there may be slowdowns in work during various times throughout the year and Company may be required to provide you with a temporary layoff during those periods.

You acknowledge and agree that such temporary layoffs, so long as they are in accordance with the Act respecting Labour Standards shall not constitute a termination of or constructive dismissal from your employment.

Language under Quebec’s Bill 96:  You recognize that a French version of this employment agreement was provided by the Company. Vous reconnaissez qu’une version française du contrat d’emploi présent vous a été fournie.

I confirm that I have read and understand the contents of this Addendum and I agree to be bound by the same. Moreover, I hereby ask my employer to grant my vacation entitlement by anticipation during the current reference year. I understand that the anticipated vacation cannot be paid to me twice, and that my right to vacation time and pay will be reduced accordingly throughout the years to come.