Employment Agreement STEFANIE

APPENDIX A

Job Description

Conducting market research to identify new business opportunities and industry trends.

Generating qualified leads through outbound prospecting efforts, including cold calling, email outreach, and social selling.

Assisting in the creation of sales collateral, presentations, and proposals to effectively showcase our products/services.

Supporting the sales team in managing the sales pipeline, tracking progress, and identifying areas for improvement

Building and maintaining relationships with prospective clients through personalized communication and follow-up

Staying up to date on industry developments and best practices to continuously enhance sales and marketing strategies.

APPENDIX B

Confidentiality and Proprietary Rights Agreement

This Confidentiality and Proprietary Rights Agreement is entered into by and between MinimalBiz Inc., a corporation, incorporated under the laws of the Province of New Brunswick (the "Employer") and [STEFANIE LANDRY], of [DIEPPE] (the "Employee").

WHEREAS the Employer seeks to employ the Employee in the position of [Sales and Marketing Associate]. (the "Purpose");

AND WHEREAS in the course of employment, the Employee may receive or have access to certain information relating to the business of the Employer that is non-public, confidential or proprietary in nature, the disclosure of which may be detrimental to the best interests of the Employer;

AND WHEREAS the employment of the Employee by the Employer is conditional upon the Employer receiving covenants relating to non-disclosure of confidential information and assignment of intellectual property rights from the Employee;

NOW, THEREFORE, for the consideration set out in the letter from MinimalBiz Inc. to [STEFANIE LANDRY] dated [FEBRUARY 15^TH 2024], the sufficiency of all of which is hereby acknowledged, the Parties agree as follows:

1. Definitions.
   • In this Agreement, the following terms have the following meanings:
     • "Confidential Information" means all information, data, documents, agreements, files and other materials in whatever form (including, without limitation, in written, oral, visual or electronic form), which is disclosed or otherwise furnished by the Employer to the Employee, or created by the Employee in the course of the Employee's employment, whether or not such information is marked confidential, that relates directly or indirectly to the Employer's business, products, services, Intellectual Property and trade secrets, including, without limitation:
       • any information about existing and prospective products or services, including information about unpatented inventions or unpublished patent applications, inventive ideas, industrial designs, experimental processes and results, technical data, trade secrets, formulas, software programs, data files source code and product designs, and other confidential Intellectual Property;
       • all or any portion of analysis, notations, plans compilations, reports, forecasts, studies, samples, statistics, summaries, interpretations and other documents created, developed, prepared, received, obtained, or generated or derived from such information, data, documents, agreements, files or other materials by the Employee in connection with the Employee's employment; and
       • other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used;
     • "Copies" means copies or records of any Confidential Information in whatever form including without limitation, notations, extracts, analysis, studies, plans, compilations or any other way of representing, recording or recalling information which contains, reflects, or is derived or generated from Confidential Information; and
     • "Intellectual Property" means Confidential Information, copyright works, trade-marks, industrial designs, design rights, inventions (whether patentable or not), unpublished patent applications, inventive ideas, discoveries, innovations, developments, or improvements thereto, or any other intellectual property rights relating to any of the foregoing, whether registered or non-registered, whether or not reduced to written form or practice, within the scope of the Employer's business activities.

Other terms not specifically defined in this Section 1 shall have the meanings given to them elsewhere in this Agreement.

2. Employee Obligations.
   • The Employee shall only use the Confidential Information or Copies for the Purpose of the Employee's employment and shall not directly or indirectly, without the authorization of the Employer, either during the employment or at any time after termination of the employment, howsoever arising:
     • use any Confidential Information or make or use any Copies for the Employee's own benefit or purposes, or for the benefit or purposes of any other person, company or organization whatsoever; or
     • disclose any Confidential Information or Copies to any person, company or other organization whatsoever.
   • The restriction in Section 1 does not apply to any Confidential Information which:
     • is or becomes generally available to and known by the public, other than as a result of the Employee's unauthorized disclosure or material breach of this Agreement;
     • was already in the Employee's possession or available to the Employee on a non-confidential basis before the Employee's employment commenced;
     • becomes available to the Employee on a non-confidential basis from a source not bound by a confidentiality obligation or agreement with the Employer; or
     • has been or is independently developed by the Employee without violating any of the obligations under this Agreement or without use of, or reference to, the Confidential Information or Copies.
   • The Employee shall be responsible for protecting the confidentiality of the Confidential Information and shall:
     • keep the Confidential Information and Copies strictly confidential as long as they remain confidential;
     • use the Employee's best endeavors to prevent the use or communication of any Confidential Information or Copies by any person, company or organization (except for the Purpose of the Employee's employment, or as authorized by the Employer); and
     • inform the Employer immediately on becoming aware or suspecting that any unauthorized person, company or organization knows or has used any Confidential Information or Copies.

3. Disclosure Required by Law.
   • If, either during or after the Employee's employment, the Employee is compelled or required to disclose any Confidential Information or Copies by law or court order or pursuant to any requirement, request or process of any legal, regulatory or governmental authority, the Employee shall:
     • give the Employer prompt prior notice of such requirement, request or process so that the Employer may seek, at its sole cost and expense, an appropriate protective order or other remedy; and
     • cooperate with the Employer, at the Employer's sole cost and expense, to obtain such protective order or other remedy.

4. Proprietary Ownership of Intellectual Property.
   • The Employee acknowledges and agrees that:
     • all rights, title and interest in any Intellectual Property, and any improvements thereto, that the Employee conceives, develops, invents, authors, creates or contributes to the creation or improvement of, in whole or in part, during the term of the Employee's employment are, will be and shall remain the exclusive property of the Employer;
     • the Employee shall have no interest in any Intellectual Property, including without limitation, no interest in copyright, inventions, patents, patent applications, industrial design, industrial design applications, trade-marks, trade secrets, Confidential Information and any other form of intellectual property, notwithstanding that the Employee may have conceived, developed, authored, created or contributed to the creation or improvement of the same, solely or jointly with others, at any time during the term of the Employee's employment; and
     • Section 1(b) does not apply in respect of any invention or copyright for which no equipment, supplies, facility, Intellectual Property or Confidential Information of the Employer was used, which was developed entirely on the Employee's own time, and which does not:
       • relate to the business of the Employer;
       • relate to the Employee's actual or demonstrably anticipated processes, research or development; or
       • result from any work performed by the Employee for the Employer.
     • The Employee agrees to:
       • immediately disclose to the Employer all Intellectual Property that the Employee conceives, develops, invents, authors, creates or contributes to the creation or improvement of, in whole or in part, during the term of the Employee's employment;
       • assign to the Employer any right, title or interest the Employee has or may have in the future in such Intellectual Property that the Employee conceives, develops, invents, authors, creates or contributes to the creation or improvement of, in whole or in part, including any inventions, patents, patent applications, copyright works, industrial designs or any other form of intellectual property;
       • irrevocably and unconditionally waive and not assert any and all moral rights that the Employee may now have or may have in the future to any such Intellectual Property, including but not limited to, the right to the integrity of any copyright works, the right to be associated with any copyright work as its author by name or under a pseudonym, and the right to remain anonymous; and
       • execute any instruments or documents and perform all acts deemed necessary by the Employer, both during and after the Employee's employment ends, to permit and assist the Employer, at the Employer's expense, to draft, prepare, obtain, maintain, defend and enforce any patents, copyrights, industrial designs and other intellectual property rights resulting from such Intellectual Property.
     • The Employee warrants and represents that the performance of the terms of this Agreement and the employment of the Employee with the Employer do not and will not breach any confidentiality, non-competition, non-solicitation or proprietary rights agreement entered into by the Employee with any third party prior to the Employee's employment with the Employer.

5. Return of Confidential Information.
   • All Confidential Information and Copies are the property of the Employer. On termination of the Employee's employment, or at the request of the Employer at any time during the Employee's employment, the Employee shall:
     • immediately return all Confidential Information and Copies to the Employer; and
     • immediately irretrievably delete and destroy any and all Confidential Information and Copies stored on any electronic means of storage, including personal computer networks, personal e-mail accounts or personal accounts on websites, and all matter derived from such sources which is in the Employee's possession or under the Employee's control.

6. Remedies. The Employee acknowledges and agrees that monetary damages might not be a sufficient remedy for any breach of this Agreement by the Employee and that, in addition to all other remedies available at law, the Employer shall be entitled to seek injunctive or other equitable relief as a remedy for any such breach.
7. Severability. Each paragraph of this Agreement is a separate and distinct covenant, severable from each other. If a covenant is determined to be invalid or unenforceable, such invalidity or unenforceability shall apply to the covenant only to the extent of that invalidity or unenforceability and shall not affect the validity or enforceability of any other covenant.
8. Headings. The headings in this Agreement identifying various sections, paragraphs, subsections and clauses are inserted for convenience or reference only and are in no way intended to describe, interpret, define, affect the construction of or limit the scope, extent or intent of this Agreement or any provision of this Agreement.
9. Amendment. Any amendment to this Agreement must be in writing and executed by both parties. No waiver of any provision in this Agreement shall be deemed or constitute a waiver of any other provision.
10. Governing Law. This Agreement is governed by, and construed in accordance with, the laws of the Province of New Brunswick, and the federal laws of Canada applicable in that Province and the parties agree to the jurisdiction of the courts of the Province of New Brunswick in relation to the enforcement of this Agreement.
11. Successors and Assigns. This Agreement ensures to the benefit of the Employer and its respective affiliates, subsidiaries and parent companies and each of their respective successors. This Agreement is personal to the Employee and shall not be subject to voluntary or involuntary assignment or transfer by the Employee.
12. Survival of Obligations. The Employee's obligations and the Employer's rights set out under this Agreement shall survive and remain in effect, notwithstanding any changes to the terms of the Employee's employment or the termination of Employee's employment, whether the termination is initiated by the Employee, by the Employer on a with or without just cause basis, or by mutual agreement, or whether the termination is lawful or unlawful.
13. Independent Legal Advice. The Employee acknowledges that the Employer has provided the Employee with a reasonable opportunity to obtain independent legal advice regarding this Agreement, and that the Employee has reviewed and understands its terms.
14. Common Law Obligations Preserved. Nothing in this Agreement shall be interpreted so as to limit any obligations owing by the Employee to the Employer as a matter of common law. Nothing contained in this Agreement shall be construed to reduce or limit the Employer's right, title or interest in any Intellectual Property so as to be less in any respect than the Employer would have had in the absence of this Agreement.