SPECIAL ADVISOR AGREEMENT
Dear Intern Name:
It gives me pleasure to offer you a Type position at Company Name (the “Company”). In addition to confirming the offer, this letter will describe the terms and conditions of your Type.
Title: Your title will be Position Title and you will report to Reports-To or as otherwise directed by the Company CEO.
Duties: You will assist with:Duties
Effective Date: Your Role will begin on StartDate
Nature of Type: By signing below, you acknowledge that you have consented to participate in this unpaid Role. Note all approved expenses incurred will be reimbursed, they have to be acknowledged by the PM and CEO prior.
You further acknowledge that: (1) you are not entitled to wages or other compensation other than your experience and learning for the time spent as an Type for the Company; and (2) you agree that the Type does not create an "employment" relationship under the Employment Standards Act ("ESA") or any other definition, and the ESA's minimum wage and overtime provisions do not apply; (3) all compensation will be determined at the discretion of the management team at a later date, based on criteria defined by said team.
At-Will Agreement: Your Type with the Company is “At-Will.” Accordingly, this letter is not to be construed or interpreted as containing any guarantee of any particular level or nature of compensation or future employment. As such, the recitation of certain time periods in this letter is solely for the purpose of defining this Role. At any time, you or the Company can end this agreement by giving written notice (including by email) to the other party. Whenever this agreement ends, the Confidentiality & Copyrights Assignments section below will continue to apply indefinitely.
Representations: You represent that: (1) you are not a party to any agreement that would prohibit you from entering into Role or employment with the Company; (2) no trade secret or proprietary information belonging to your previous employers will be disclosed by you at the Company and that no such information, whether in the form of documents, memoranda, software, drawings, etc., will be retained by you or brought with you to the Company; and (3) you have brought to the Company’s attention and provided it with a copy of any agreement, order of any court or administrative body or any other similar item that may impact your Role at the Company, including but not limited to any non-disclosure, non-competition, non-solicitation, privately owned patent or proprietary rights, either domestic or foreign or invention assignment agreements containing future work restrictions.
Confidentiality & Copyrights Assignments: During your Role and (if your Role is discontinued for any reason whatsoever) thereafter, you agree to hold in strictest confidence, and not to use, except for the benefit of the Company to the extent necessary to perform obligations to the Company, and not to disclose to any person, firm, corporation or other entity, without written authorization from the Company in each instance, any Confidential Information (as defined below) that you obtain, access or create during the term of the Role, whether or not during working hours, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of yours or of others who were under confidentiality obligations as to the item or items involved. You further agree not to make copies of such Confidential Information except as authorized by the Company and that you will not reverse engineer or attempt to derive the composition or underlying information, structure or ideas of any Confidential Information. The foregoing does not grant you a license in or to any of the Confidential Information.
“Confidential Information” means information and physical material not generally known or available outside the Company and information and physical material entrusted to the Company in confidence by third parties. Confidential Information includes, without limitation: (i) Company Inventions (as defined below); (ii) technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, developments, inventions, laboratory notebooks, processes, formulas, techniques, biological materials, mask works, engineering designs and drawings, hardware configuration information, lists of, or information relating to, employees, Types and consultants of the Company (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such Types, employees and consultants), lists of, or information relating to, suppliers and customers (including, but not limited to, customers of the Company on whom you called or with whom you became acquainted during the Role), price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed to you by the Company either directly or indirectly, whether in writing, electronically, orally, or by observation.
“Inventions” means discoveries, developments, concepts, designs, ideas, know how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable. You understand this includes, but is not limited to, any new product, machine, article of manufacture, biological material, method, procedure, process, technique, use, equipment, device, apparatus, system, compound, formulation, composition of matter, design or configuration of any kind, or any improvement thereon. You understand that “Company Inventions” means any and all Inventions that you may solely or jointly author, discover, develop, conceive, or reduce to practice during the period of the Role.
You further agree to assign to the Company, or its designee, all right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, drawings, discoveries, algorithms, formulas, computer code, ideas, trademarks, or trade secrets, whether or not patentable or registrable under patent, copyright or similar laws, related to the Company’s business, which you solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, with the use of Company’s equipment, supplies, facilities, assets, or Company Confidential Information, or which may arise out of any research or other activity created in the scope of this Role.
In consideration for your Role at the Company, and disclosure of the information, you also agree that: (1) on the end of your association with the Company, you will promptly return all Proprietary Information and all copies, extracts, and other objects or items in which it may be contained or embodied; (2) you will promptly notify the Company of any unauthorized release of Proprietary Information within your control; (3) you agree to follow the Company’s strict policy that employees and Types must not disclose, either directly or indirectly, any information, including any of the terms of this letter, regarding compensation to any person, including other employees and Role of the Company; provided, however, that you may discuss the terms of this letter with members of your immediate family and any legal, tax or accounting specialists who provide you with individual legal, tax or accounting advice; and (4) you understand and agree that any breach by you of the provisions in this section could cause the Company to suffer irreparable harm and no adequate remedy at law would be available in respect thereof. Accordingly, you agree that upon any such breach, the Company shall be entitled to seek equitable relief, as well as such further relief as may be granted by a court of competent jurisdiction.
Choice of Law: You hereby agree that this Agreement shall be construed in accordance with the laws of the Province of Ontario.
Miscellaneous: (1) If any term or provision of this Agreement shall be held illegal, unenforceable, or in conflict with any law governing this Agreement the validity of the remaining portions shall not be affected thereby; (2) the failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights; (3) neither party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other party; (4) this letter reflects the entire agreement regarding the terms and conditions of your Role. Accordingly, it supersedes and completely replaces any prior oral or written communication on this subject; and (5) this letter may not be modified or amended except by a written agreement, signed by the Company and by you.
To confirm your acceptance of this offer, please sign this document by Date.
Acknowledged and Agreed:
Full Legal Name