Canadian Commission Agreement

This Commission Agreement (the "Agreement") made and entered into this _ _ _ _ _ _ _ _ _ _ _ _ _ (the "Execution Date"),

BY AND BETWEEN:

BACKGROUND:

1. _ _ _ _ _ _ _ _ _ _ _ _ _ is engaged in the business of _ _ _ _ _ _ _ _ _ _ _ _ _. _ _ _ _ _ _ _ _ _ _ _ _ _ will primarily perform the job duties at the following location: _ _ _ _ _ _ _ _ _ _ _ _ _.
   

2. _ _ _ _ _ _ _ _ _ _ _ _ _ desires to have the services of _ _ _ _ _ _ _ _ _ _ _ _ _.

3. _ _ _ _ _ _ _ _ _ _ _ _ _ is willing to be employed by _ _ _ _ _ _ _ _ _ _ _ _ _.

EMPLOYMENT

1. _ _ _ _ _ _ _ _ _ _ _ _ _ shall employ _ _ _ _ _ _ _ _ _ _ _ _ _ as a(n) _ _ _ _ _ _ _ _ _ _ _ _ _. _ _ _ _ _ _ _ _ _ _ _ _ _ shall provide to _ _ _ _ _ _ _ _ _ _ _ _ _ the services described on the attached Exhibit A, which is made a part of this Agreement by this reference.

   _ _ _ _ _ _ _ _ _ _ _ _ _ accepts and agrees to such employment, and agrees to be subject to the general supervision, advice and direction of _ _ _ _ _ _ _ _ _ _ _ _ _ and _ _ _ _ _ _ _ _ _ _ _ _ _'s supervisory personnel.

BEST EFFORTS OF EMPLOYEE

2. _ _ _ _ _ _ _ _ _ _ _ _ _ agrees to perform faithfully, industriously, and to the best of _ _ _ _ _ _ _ _ _ _ _ _ _'s ability, experience, and talents, all of the duties that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction of _ _ _ _ _ _ _ _ _ _ _ _ _. Such duties shall be provided at such place(s) as the needs, business, or opportunities of _ _ _ _ _ _ _ _ _ _ _ _ _ may require from time to time.

COMMISSION PAYMENTS

3. _ _ _ _ _ _ _ _ _ _ _ _ _ will make commission payments to _ _ _ _ _ _ _ _ _ _ _ _ _ based on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. This commission will be paid monthly on the _ _ _ _ _ _ _ _ _ day of the following month.
CONFIDENTIALITY

4. _ _ _ _ _ _ _ _ _ _ _ _ _ recognizes that _ _ _ _ _ _ _ _ _ _ _ _ _ has and will have information regarding the following:

   1. _ _ _ _ _ _ _ _ _ _ _ _

   and other vital information items (collectively, "Information") which are valuable, special and unique assets of _ _ _ _ _ _ _ _ _ _ _ _ _. _ _ _ _ _ _ _ _ _ _ _ _ _ agrees that _ _ _ _ _ _ _ _ _ _ _ _ _ will not at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate any Information to any third party without the prior written consent of _ _ _ _ _ _ _ _ _ _ _ _ _. _ _ _ _ _ _ _ _ _ _ _ _ _ will protect the Information and treat it as strictly confidential. A violation by _ _ _ _ _ _ _ _ _ _ _ _ _ of this paragraph shall be a material violation of this Agreement and will justify legal and/or equitable relief.

UNAUTHORIZED DISCLOSURE OF INFORMATION

5. If it appears that _ _ _ _ _ _ _ _ _ _ _ _ _ has disclosed (or has threatened to disclose) Information in violation of this Agreement, _ _ _ _ _ _ _ _ _ _ _ _ _ shall be entitled to an injunction to restrain _ _ _ _ _ _ _ _ _ _ _ _ _ from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed. _ _ _ _ _ _ _ _ _ _ _ _ _ shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT

6. The confidentiality provisions of this Agreement shall remain in full force and effect for a period of _ _ _ _ _ _ _ _ _ _ _ _ after the termination of _ _ _ _ _ _ _ _ _ _ _ _ _'s employment. During such period, neither party shall make or permit the making of any public announcement or provincement of any kind that _ _ _ _ _ _ _ _ _ _ _ _ _ was formerly employed by or connected with _ _ _ _ _ _ _ _ _ _ _ _ _.

NON-COMPETE AGREEMENT

7. _ _ _ _ _ _ _ _ _ _ _ _ _ recognizes that the various items of Information are special and unique assets of the company and need to be protected from improper disclosure. In consideration of the disclosure of the Information to _ _ _ _ _ _ _ _ _ _ _ _ _, _ _ _ _ _ _ _ _ _ _ _ _ _ agrees and covenants that during employment and for a period of _ _ _ _ _ _ _ _ _ _ after the termination of employment for any reason, whether such termination is voluntary or involuntary, _ _ _ _ _ _ _ _ _ _ _ _ _ will not directly or indirectly engage in any business with the following competitor(s):

   _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

   This covenant shall apply to the geographical area that includes all of the province of Alberta.

   Directly or indirectly engaging in any competitive business includes, but is not limited to:

   1. engaging in a business as owner, partner, or agent,

   2. becoming an employee of any third party that is engaged in such business,

   3. becoming interested directly or indirectly in any such business, or

   4. soliciting any customer of _ _ _ _ _ _ _ _ _ _ _ _ _ for the benefit of a third party that is engaged in such business. _ _ _ _ _ _ _ _ _ _ _ _ _ agrees that this non-compete provision will not adversely affect _ _ _ _ _ _ _ _ _ _ _ _ _'s livelihood.

TERM/TERMINATION

8. _ _ _ _ _ _ _ _ _ _ _ _ _'s employment under this Agreement shall be for an unspecified term on an "at will" basis. If _ _ _ _ _ _ _ _ _ _ _ _ _ is in violation of this Agreement, _ _ _ _ _ _ _ _ _ _ _ _ _ may terminate employment without notice and with compensation to _ _ _ _ _ _ _ _ _ _ _ _ _ only to the date of such termination. The compensation paid under this Agreement shall be _ _ _ _ _ _ _ _ _ _ _ _ _'s exclusive remedy.

NOTICES

9. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or on the third day after being deposited in the Canada mail, postage paid, addressed as follows:

   1. Employer:

      _ _ _ _ _ _ _ _ _ _ _ _ _

      _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

      
      

   2. Employee:

      _ _ _ _ _ _ _ _ _ _ _ _ _

      _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

   Such addresses may be changed from time to time by either party by providing written notice in the manner set forth above.

ENTIRE AGREEMENT

10. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

AMENDMENT

11. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

SEVERABILITY

12. If any provision(s) of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provision(s) shall continue to be valid and enforceable. If a court finds that any provision(s) of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

WAIVER OF CONTRACTUAL RIGHT

13. The failure of either party to enforce any provision(s) of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

APPLICABLE LAW

14. This Agreement shall be governed by the laws of the province of Alberta.

SIGNATORIES

15. This Agreement shall be signed by _ _ _ _ _ _ _ _ _ _ _ _ _ on behalf of _ _ _ _ _ _ _ _ _ _ _ _ _ and by _ _ _ _ _ _ _ _ _ _ _ _ _ in an individual capacity. This Agreement is execution as of the date first above written.