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EXHIBIT 3(8)
SERVICE AGREEMENT
BETWEEN:
NEURO-BIOTECH INC., a corporation incorporated under the Laws of the
Province of Quebec and having its head office at 1020, route de
l'Eglise, bureau 600, Sainte-Foy (Quebec) G1V 3V9, duly represented
hereby by its president, Mrs. Andree G. Roberge, Ph.D.
Hereafter called: (NEURO-BIOTECH)
AND:
, residing at , ,
Hereafter called: (THE EMPLOYEE)
THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE 1. OBJECT
1.1 Subject to the terms and conditions hereinafter set forth,
Neuro-Biotech hereby retains the services of the employee to
act as .
1.2 In general, the obligations of the employee with respect to
Neuro-Biotech are also applicable to any subsidiary
corporation to the extent that such is possible.
1.3 The job description and functions of the is further described
in the classification plan of Neuro-Biotech Inc. Such
description may be modified from time to time according to the
needs of Neuro-Biotech.
ARTICLE 2. TERM
2.1 This agreement is for an undetermined period and renewable
upon further agreement between the parties.
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2.2 This agreement shall become effective as of 1997.
ARTICLE 3. SUPERVISION
3.1 Subject to the right of Neuro-Biotech to modify the hierarchy
relation between the parties, the employee shall accomplish
his work under the direct authority of the President,
Mrs. Andree G. Roberge, Ph.D.
3.2 During the accomplishment of his work, the employee shall
follow the directives and instructions that may be given from
time to time by Neuro-Biotech.
3.3 Among other things, the employee agrees to comply with the
different policies applicable at Neuro-Biotech, and in
particular to comply with the management policies enterprise.
ARTICLE 4. EXCLUSIVE AGREEMENT
4.1 During the term of this agreement, the employee agrees to work
and to exercise his expertise for Neuro-Biotech only, except
if duly authorized by the Board of Directors of Neuro-Biotech.
4.2 During his employment, the employee shall not render
professional services to any other person or enterprise and
shall not be permitted to use, outside his actual job at
Neuro-Biotech his professional knowledge and expertise unless
authorized by Neuro-Biotech.
ARTICLE 5. WORK SCHEDULE
5.1 The position occupied by the employee is a top management
level job. The hours of work are in relation to the work that
has to be accomplished. The employee shall accordingly provide
whatever time is necessary in order to perform and meet the
responsibilities associated with the job.
5.2 No additional compensation, in time or in money, shall be paid
to the employee if the work load necessitates working
supplementary hours.
ARTICLE 6. SALARY
6.1 The annual remuneration of the employee is __________ dollars
($______)
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6.2 The annual salary is revisable by the Board of Directors after
twelve (12) months of service.
6.3 The annual salary is paid in twenty-six (26) installments, by
bank transfer directly to the financial institution chosen by
the employee. The payment will be made on Thursday, at two (2)
weeks interval, for the pay period ending the preceding
Sunday. If Thursday is an official holiday, payment will be
mad the preceding day. A pay slip, containing the following
information, shall be remitted to the employee on pay-day:
a) Name of the employee;
b) Date and period of pay;
c) Salary;
d) Deductions;
e) Net amount;
f) Cumulative amounts of each of the foregoing items.
ARTICLE 7. REPRESENTATION AND TRAVELLING EXPENSES
7.1 The employee shall benefit from the policies and plan of
Neuro-Biotech that relate to representation and travelling
expenses, for which policies and plan can be modified from
time to time.
ARTICLE 8. ANNUAL HOLIDAY AND INDEMNITY
8.1 The employee shall have the right to an annual holiday of ten
(10) days, to be taken during periods previously agreed
between Neuro-Biotech and the employee. The year of reference
is a period of twelve (12) consecutive months during which the
employee progressively acquires rights to his holidays. This
period is in conformity with the "LOI SUR LES NORMES DU
travait and start on May 1s, of the preceding year up to April
301h of the actual year.
8.2 On April 301h of the actual year, the authorized number of
days of annual holiday is determined and the corresponding
indemnity for each working day is equal to 1/5 of the weekly
remuneration.
8.3 The annual holiday can be divided in more than two (2) periods
if the employee so request, after agreement with
Neuro-Biotech.
8.4 The employee shall be entitled to know the date of his annual
holiday at least four (4) weeks in advance.
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8.5 The annual holiday shall be taken within twelve (12) months of
the year of reference, except in cases of illness or
authorization by Neuro-Biotech.
ARTICLE 9. GROUP INSURANCE
9.1 Neuro-Biotech shall offer to the employee a group insurance
plan that includes life insurance, spouse life insurance,
short and long term salary insurance and hospital and medical
insurance. A pamphlet containing the relevant information
shall be remitted to the employee on request. The insurance
plan can be modified according to the policies and the needs
of Neuro-Biotech. The cost of the insurance plan shall be
divided equally between Neuro-Biotech and the employee.
9.2 Neuro-Biotech shall assume the salary for the first five (5)
days is a claim for an indemnity is made with respect to the
salary insurance short term. These five (5) days of sick leave
are non-payable and non-cumulative.
ARTICLE 10. OFFICIAL HOLIDAY
10.1 The employee shall benefit of the following paid official
holiday:
a) All workable days included in the period starting
December 25th up to January 2nd inclusively;
b) Easter Monday, The Quebec National Holiday,
Confederation Day, Labour Day.
10.2 In order to benefit from these paid official holiday, the
employee shall be present the preceding workable day and the
next day following the official holiday or to have obtained
the authorization of Neuro-Biotech.
10.3 FAMILY HOLIDAY
The employee shall be entitled to a leave of absence of five
(5) days for the birth of his child or for the adoption of a
child. The first two (2) days of the leave of absence are paid
by Neuro-Biotech.
10.4 The employee shall be entitled to a leave of absence of five
(5) days per year, without pay, for reasons related to child
custody, babysitting, health and education of children of
minor age, if the presence of the employee is necessary by
reasons of circumstances out of his control.
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ARTICLE 11. PRODUCTIVITY
11.1 The employee shall accomplish his work with competence so as
to meet the legitimate expectations of Neuro-Biotech; he shall
execute his work with prudence and diligence and must at all
times act in good faith towards Neuro-Biotech.
11.2 The employee agrees to subscribe to a total quality program
established by Neuro-Biotech and also consents to an annual
evaluation of his productivity.
ARTICLE 12. CONFIDENTIALITY
12.1 The employee recognizes that as ____________ he has access to
information, data, and documents unknown to the public and
which relates to the business of Neuro-Biotech and which are
confidential and are the exclusive property of Neuro-Biotech.
More particularly, but without limiting the generality of the
foregoing, the employee has access to information, documents,
data concerning innovations, research, drafts, plans,
schedules, methods, systems, concepts, products, prototypes,
list of employees, of subcontractors, list of clients and list
of suppliers, list of costs, list of prices and also different
agreements and contracts involving Neuro-Biotech (hereinafter
referred to as (commercial secrets)).
12.2 The employee recognizes that the commercial secrets of
Neuro-Biotech constitute an asset of great value and that any
usage or disclosure of such commercial secrets could be
detrimental to the interest of Neuro-Biotech.
12.3 During the term of his employment with Neuro-Biotech, the
employee agrees to use for the exclusive and sole benefit of
Neuro-Biotech any information that relates to commercial
secrets of Neuro-Biotech and agrees also not to reveal at any
time to any person any information concerning the business of
Neuro-Biotech, except to persons that have the right to know
such information.
12.4 The employee agrees to take all necessary precautions in order
for the commercial secrets of Neuro-Biotech to remain
confidential and also agrees not to discuss publicly or in
group or in circumstances where individuals, who are not
entitled to know such commercial secrets, may hear such
discussions. The employee shall also make sure that any
documents containing any information with respect to the
commercial secrets are kept confidential and away from the
view of any such person.
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12.5 For a period of five (5) years after the end of his employment
with Neuro-Biotech, the employee agrees not to use to its own
benefit or to the benefit of any other person, in any manner
whatsoever, and agrees also not to disclose or make available
in any way possible any information concerning commercial
secrets of Neuro-Biotech, except if the employee is duly
authorized in writing by Neuro-Biotech.
12.6 At the end of his employment with Neuro-Biotech, the employee
agrees to immediately remit to Neuro-Biotech any written
material, printed or registered, that he has in his possession
and which concerns the commercial secrets of Neuro-Biotech or
which concerns the business of Neuro-Biotech. The employee
also agrees not to keep in his possession not to remit or
transmit to any other person any copy of the above
information.
12.7 The expression (commercial secrets) of Neuro-Biotech also
includes amongst other things, the following:
a) The technical knowledge and the work methods, the
quality control procedures, the laboratory procedures,
the electronic data systems and programs, the
manufacture and trial procedures, any plans and drafts,
and any report concerning the assays and trials;
b) The equipments, instruments, tools and the accessories;
c) Any financial information, any data concerning
production costs, market and marketing strategies, the
supply of raw products, suppliers list, clients lists,
and any information that pertains to such lists, any
techniques and sales policies, and any data concerning
sales and distribution;
d) The research, the experiences, the inventions,
developments, discoveries, improvements, ideas and
business secrets;
e) Any of the above that may become patented according to
the Law.
ARTICLE 13. CONFLICTS OF INTEREST
13.1 During the term of his employment, the employee agrees not to
have any financial interest or be involved commercially in
identical or substantially identical activities or business
enterprises, which are similar to the projects, activities or
business of Neuro-Biotech.
13.2 The employee agrees to disclose in writing any situation or
conflict of interest that he may have with Neuro-Biotech.
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ARTICLE 14. NON COMPETITION CLAUSE
14.1 During the term of his employment and for a period of five (5)
years afterwards, the employee, directly or indirectly,
whether in partnership with any other person or through any
other corporation, shall not compete with Neuro-Biotech, nor
exercise or have a similar job. The employee shall not be
permitted to solicit or accept any job offer from a person
that carries on a business, produce, sell, supply, directly or
indirectly, any research for commercial purposes in similar
areas of activities that are carried on by Neuro-Biotech.
14.2 Neuro-Biotech shall no be able to use the non competition
clause provided in Section 14.1 hereabove if it has
terminated, without any serious motive, the service agreement
or if it has given to the employee such motive of termination.
14.3 During the term of his employment and for a period of five (5)
years afterwards, the employee, directly or indirectly,
through any association, partnership or through corporation,
cannot solicit or try to solicit, divert or try to divert any
clients of Neuro-Biotech without the express and written
consent of Neuro-Biotech.
14.4 During the term of his employment and for a period of five (5)
years afterwards, the employee, directly or indirectly,
through any association, partnership or through any
corporation, cannot solicit or try to solicit, divert or try
to divert any employee of Neuro-Biotech with the purpose of
making this employee leave his job at Neuro-Biotech.
14.5 The restrictions provided in Section 14 cover the territory of
Canada and the United States of America.
ARTICLE 15. INTELLECTUAL PROPERTY
15.1 The employee assign to Neuro-Biotech all of its rights in any
inventions, discoveries, developments, improvements and ideas
already made or conceived or that could be made or conceive
during the term of his employment, whether such rights are own
jointly with other persons or solely, for a period of five (5)
years following the end of the employment in as much as these
inventions, discoveries, developments, improvements and ideas
result or come from any work executed for Neuro-Biotech while
working for Neuro-Biotech and which concern any matter related
to the business of Neuro-Biotech.
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15.2 The employee shall disclose to Neuro-Biotech, without delay
and to the full extent, all innovations and inventions,
discoveries, developments, improvements and ideas provided for
in the preceding Section 15.1 and shall not in any way reveal
to any other person any information with respect to such
innovations and inventions, discoveries, developments,
improvements and ideas without first obtaining the express
authorization of Neuro-Biotech.
15.3 During the term of the employment, the employee shall sign,
acknowledge and deliver, the cost of such being the
responsibility of Neuro-Biotech, and without any other
compensation, any documents required in order to permit
Neuro-Biotech to protect such inventions, innovations
developments, improvements or ideas, whether by patent or
otherwise, whether in one or several countries. The employee
shall assign to Neuro-Biotech any such rights and shall
provide Neuro-Biotech with all the help necessary in order to
contest any claim or procedure or litigation with the Patent
Officer or with any other Administrative Tribunals.
15.4 To the extend applicable, the employee hereby declares in
Schedule (1) of these presents any such inventions,
developments, innovations and improvements conceived by the
employee before joining Neuro-Biotech. In the absence of any
such list or schedule, the employee hereby declares that he
has not invented or conceived any such material, prior to his
employment at Neuro-Biotech, and for which a patent could be
applied.
15.5 The employee hereby renounce to patrimonial or
extrapatrimonial rights relating to any inventions,
discoveries, developments, innovations, improvements and ideas
that could be created during the term of his employment.
15.6 The employee shall collaborate during the term of his
employment and subsequently, as the case may be, with
Neuro-Biotech to the defence against any claim for violations
of any patent rights, royalties or any other ownership rights
of Neuro-Biotech by virtue of these presents.
15.7 The obligations contained hereabove shall be binding upon the
successors, assigns and other representatives of the employee.
15.8 The employee shall nevertheless keep any author rights on the
publications that will be publish during the term of his
employment to the extent that such publications are not
related to any rights which has been assigned by these
presents. However, the employee shall, before disclosing or
publishing any material or any results from any research,
obtain by writing the authorization of Neuro-Biotech.
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ARTICLE 16. CANCELLATION FOR CAUSE, WITHOUT NOTICE
16.1 Neuro-Biotech or the employee shall be able, for a serious
motive of an administrative nature and non-imputable to the
employee, cancel unilaterally, without notice and without any
indemnity, the present service agreement.
16.2 More particularly and without limiting the generality of the
foregoing Section 16.1, Neuro-Biotech shall be able to cancel
unilaterally, without notice and without any indemnity, the
present service agreement in the following cases :
16.2.1 Lack of productivity from the employee;
16.2.2 When the employee does not respect and is in default
with respect to any of his obligation by virtue of
these presents and which is detrimental and
prejudicial to Neuro-Biotech;
16.2.3 If the employee is negligent and incompetent in his
work;
16.2.4 When the employee is insubordinate with respect to
Neuro-Biotech;
16.2.5 When the conduct or the attitude of the employee is
incompatible with his position and is prejudicial to
the reputation of Neuro-Biotech or of any of its
subsidiary;
16.2.6 If Neuro-Biotech discover that the employee has made
any false declaration or has knowingly hidden certain
facts which, if they had been known at that time by
Neuro-Biotech, would have prevented his employment
with Neuro-Biotech.
ARTICLE 17. CANCELLATION FOR ADMINISTRATIVE REASONS
17.1 Neuro-Biotech shall be able, for serious motive of an
administrative nature and non-imputable to the employee,
cancel unilaterally the present service agreement.
17.2 If the cancellation is for a motive of an administrative
nature, the employee that has at least one (1) year of service
has the right to a notice before the end of his employment.
17.3 The notice mentioned in Section 17.2 is equal to one (1) month
per year of service at Neuro-Biotech, without however
exceeding six (6) months or
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the remaining terms of the agreement, the lesser period being
the actual notice to be given to the employee.
17.4 If Neuro-Biotech does not give the notice as provided
hereabove, it shall pay the employee an indemnity which is
equal to his salary, for the period that correspond to the
notice as determined by Section 17.3 hereabove.
17.5 The employee agrees that the payment of the indemnity provided
by these presents is to prevent litigation in case of the
termination of the employment. The acceptance of this
indemnity is equivalent and is in compensation of a reasonable
delay and hereby constitutes a complete and final acquittance
and discharge of any claim against Neuro-Biotech concerning
the employment or the termination of the employment of the
employee.
ARTICLE 18. DECLARATION OF THE EMPLOYEE
18.1 The employee hereby declares that the signature of the present
service agreement is not in contravention to any other non
competition clause that he may have signed in the past,
whether as an employee or shareholder of another enterprise.
The employee further declare that his work and job within
Neuro-Biotech does not contravene to any other confidentiality
clause or agreement with any other institution, company,
person, or with any other public or private body with whom the
employee may have had any relations in the past. The employee
further declares that the intellectual property and the
technical knowledge that he will use in the execution of his
functions and his work do not belong to any other institution,
business, person, other than Neuro-Biotech.
18.2 The employee declares that he has all the qualifications
described in his (CURRICULUM VITAE) that he has given to
Neuro-Biotech before his employment.
ARTICLE 19. AMENDMENTS
19.1 This agreement may only be amended in writing by the signature
of a duly authorized officer of Neuro-Biotech and of the
employee.
ARTICLE 20. SCHEDULE AND OTHER DOCUMENTS OR REFERENCE
20.1 Any schedule or documents to which this agreement refers was
presented to the employee, and thus is an integral part of the
present service agreement.
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ARTICLE 21. SHARE PURCHASE OPTION
21.1 Subject to the adoption by Neuro-Biotech and its shareholders
of a By-Law and resolution creating a Stock Option Plan, the
employee shall be offered, at the discretion of the Board of
Directors of Neuro Biotech, a share purchase option, the
number of share and the price of which being decided by the
Directors of Neuro-Biotech according to the productivity and
performance of the employee.
21.2 The partieshere to have expressly required that this agreement
be drafted in English language. Les parties aux presentes ont
expressement exige que la presente convention soit redigee en
langue anglaise.
IN WITNESS WHEREOF, the parties have duly executed this agreement as of 1998.
NEURO BIOTECH
Per:
______________________________ ___________________________________
The employee DR. ANDREE G. ROBERGE, P.D.G.
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