EXHIBIT 10.2
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Employee Non-Competition Agreement
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In consideration of ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Technologies Inc., or any of its
affiliates, including ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Inc. (collectively "SmartSources"):
$ making an offer of employment to me
(the receipt and sufficiency whereof is hereby acknowledged) and for other good
and valuable consideration, I, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ acknowledge and agree:
I. No Competition
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1. That I will not:
(a) during the course of my employment with SmartSources, and
(b) and for a period of 3 months after termination of my employment with
SmartSources within the Greater Vancouver area (the "Area");
directly or indirectly, as owner, investor, partner, officer, employee, advisor
or consultant, engage in any business that is in competition with any business
activity conducted by SmartSources. For greater certainty I confirm that the
prohibition on competition as set out in this Agreement shall survive any
termination of my employment with SmartSources including the early termination
of my employment by SmartSources regardless of whether SmartSources does, or
does not, have just cause for such termination.
3. I acknowledge that during the term of my employment with SmartSources I
shall act in a senior capacity in relation to SmartSources, and that my
personal contacts made on behalf of SmartSources are a significant asset of
SmartSources and that SmartSources would suffer harm in the event that I went
to work for a competitor of SmartSources after termination of this Agreement
and before the end of the period determined by Paragraph 1(b) above. I further
acknowledge that I have fiduciary obligations to act in the best interest of
SmartSources, and agree that my obligations under this Agreement are in
addition to such fiduciary obligations.
II. Enforcement
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4. I agree that all restrictions in this Agreement are necessary and
fundamental to the protection of the business of SmartSources and such
restrictions are therefore reasonable and valid, and all defences to the strict
enforcement thereof are hereby waived by me. I further recognize that a breach
by me of the covenants herein contained will result in damages to SmartSources
which can not adequately be compensated for in damages or a monetary award.
Accordingly, I agree that in the event of any such breach, in addition to all
other remedies available at law or in equity, SmartSources shall be entitled as
a matter of right to apply to a Court of competent equitable jurisdiction for
relief by way of restraining order, injunction, decree or otherwise, as may be
appropriate to ensure compliance with the provisions of this Agreement.
5. If, in any jurisdiction, any provision of this Agreement or its
application in any circumstance is restricted, prohibited or unenforceable,
such provisions shall, as to such jurisdiction, be ineffective only to the
extent of such restriction, prohibition or unenforceability and shall, to the
extent possible, be given effect to in reduced form without invalidating the
remaining provisions hereof and without affecting the validity or
enforceability of such provision in any other jurisdiction or without affecting
its application to other parties or circumstances. If any provision of this
Agreement is finally determined by a court of competent jurisdiction to be
unenforceable (the "Offending Restriction"), and so often as same shall occur,
SmartSources, and I agree that this Agreement shall be deemed to be amended to
refer to such lesser time, scope of activity or geographical area (the "Lesser
Restriction") as the court has said is reasonable, or if the Court has not so
said, such Lesser Restriction as SmartSources, and I, acting reasonably, agree,
and SmartSources, and I agree that this Agreement shall be deemed to be amended
by the substitution of the Lesser Restriction for the Offending Restriction,
with retroactive effect to the date of this Agreement.
6. I further agree that my covenants and representations contained in this
Agreement shall survive and continue to bind me following the termination of
any contract for my employment with SmartSources regardless of the reason for
such termination.
III. Governing Law
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7. This Agreement will be governed by the laws of the Province of British
Columbia.
ACCEPTED AND AGREED TO THIS __________ DAY OF ________, 200__. I HAVE READ AND
UNDERSTAND THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT.
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Signature of Employee
