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Review thesample employment contract between The Sports Organization Inc. (TSO) and Jordan Smith. Is Jordan an employee or an independent contractor? What indicia make it

Review thesample employment contract between The Sports Organization Inc. ("TSO") and Jordan Smith.

  1. Is Jordan an employee or an independent contractor? What indicia make it clear that he is one or the other?
  2. Section 3 of the contract explains that there is a probationary period. If Jordan's contract is terminated during the probationary period, how much notice is TSO required to give him under theEmployment Standards Act(ON)? What if he is terminated after working at TSO for 7 years?
  3. Based on the nature of his contract, what factors, if present, might assist Jordan in increasing his reasonable notice period at common law?
  4. Is there anything missing from this contract that you would want to include? Please answer this question from both the employer's and the employee's perspectives.

PRIVATE AND CONFIDENTIAL

November 1, 2022

Jordan Smith

555 Old Mill Lane, Toronto, ON

Dear Mr. Smith:

Further to our recent discussions, we are pleased to offer you employment as aMarketing DirectorwithThe Sports Organization Inc.("TSO"). You will commence your employment withTSO on December 1, 2022(the "Effective Date"). This letter Agreement ("Agreement") shall set forth our mutual understanding regarding your employment with the Company pursuant to the following terms and conditions.

  1. POSITION AND TERM

Your employment withTSOwill commence on upon the Effective Date and will continue indefinitely until it is terminated in accordance with the terms set forth in this Agreement (the "Term"). You shall perform those duties and responsibilities necessary or incidental to perform the functions ofMarketing Director. You will report toJulie Childs, Chief Operating Officer. A description of the duties ofMarketing Director is attached hereto at Schedule "A".

Your assignments, duties, responsibilities and reporting arrangements may change from time to time at the sole discretionTSO. You agree that any changes which may occur pursuant to this paragraph will not affect or change any other part in this Agreement.

You represent and warrant that you are not subject to an agreement, including, without limitation, a non-competition agreement, which precludes you from being employed by TSO.

You agree to devote appropriate attention and energy to the business and affairs of TSO and to perform your duties to the best of your skill and ability. You agree to not engage or be engaged or otherwise interested in any other business during your employment with TSO without providing full disclosure of that business to TSO and obtaining prior written approval of TSO which approval may be refused at TSO's sole discretion.

  1. POLICIES

It is a term and condition of your employment that you agree to comply with the policies and procedures of TSO.

  1. PROBATIONARY PERIOD

The first three (3) months of your employment shall be considered a probationary period (the "Probationary Period").

Your supervisor, Julie Childs, will conduct a performance review at the conclusion of your Probationary Period. During the Probationary Period, your employment may be terminated by the Company for any reason whatsoever, without any notice of termination or pay in lieu thereof.

  1. CRIMINAL REFERENCE CHECK, IDENTIFICATION AND ELIGIBILITY TO TRAVEL

This offer is conditional pending the successful completion of TSO's pre-employmentCriminal background screening check.

For identification purposes, we will require a copy of your Social Insurance Card, and a copy ofone piece of government issued photo identification on your first day of work.

During your employment, your duties and responsibilities may require you to travelto client sites, both domestically and internationally. If prior to or during your employment withTSO, youbecome subject to travel restrictions which prevent from you from attending clientsites, TSO may terminate your employment in accordance with Article 10 of this Agreement.

  1. COMPENSATION AND BENEFITS

Annual Salary

You will receive an annual base salary of $100,000.00, payable in equal semi-monthly installments (less applicable deductions, remittances, and withholdings as required by law) as per TSO's regular payroll practices.

Bonus

Upon successful completion of the Probationary Period, you will be eligible for an annual bonus potential of up to $5,000 payable annually. This bonus will be based on a combination of your annual sales targets, individual measurable goals as agreed to by TSO, and the company's overall profitability. To receive your bonus, you must be employed with TSO on the day of payout. All changes to this plan or any bonus plan are at the full discretion of the Company.

Benefits

You will be entitled, to the extent that you are eligible, to participate in TSO's benefit plans and programs which may be available to employees of TSO, from time to time. Benefit coverage is subject to the terms and conditions of the applicable benefit plan and policy and may be reduced, modified, or cancelled by TSO at any time.There is a standard three (3) months waiting period before eligible benefit participation will be provided.

  1. VACATION

You will be entitled to fifteen (15) paid vacation days per year. Paid vacation cannot be taken until the equivalent vacation earnings have accrued. Vacation time should be planned as far as possible in advance and approved by your Manager. Vacation accrued for any calendar year must be taken by June 30th of the following calendar year. TSO reserves the right to impose a specific vacation schedule for its employees.

  1. TIME OFF

TSO reserves the right to require you to take up to ten (10) days of time off without pay during the December 'Holiday' period between the dates of December 15 to 31 of any calendar year. You may choose to take any paid vacation accrued to that point during that period.You acknowledge that this is not a constructive dismissal of your employment with TSO either at common law or under the Employment Standards Act, 2000 (the "ESA").

  1. HOURS AND LOCATION OF WORK

Your regular work hours will vary and will be those hours required to meet the objectives of your employment and as may reasonably be necessary for the proper performance of your duties for TSO. In your position, you are not eligible for overtime pay.

Location of your work week hours may be from your home office, other TSO employee's home offices or another location as approved by your Manager.

  1. EXPENSES

TSO shall reimburse you for all reasonable travel expenses actually and properly incurred by you in the performance of your duties under the Agreement, such reimbursement to be made in accordance with, and subject to, the policies of TSO from time to time. You are required to keep proper accounts and to furnish invoices and/or other supporting documents to TSO within thirty (30) days of incurring the expense, failing which you will not receive reimbursement. Any expenditure over $500.00requires prior written authorization.

  1. TERMINATION

Resignation

You may resign your employment with TSO at any time upon providing two (2) weeks' written notice (the "Resignation Notice Period"). If TSO does not wish to employ you until the expiry of the Resignation Notice Period, TSO may, at its sole discretion, waive in whole or in part its decision to continue to employ you until the expiration of the Resignation Notice Period.

Termination For Cause

TSO may terminate your employment at any time for cause at common law or in accordance with the Ontario ESA without payment of any kind, including notice of termination or payment in lieu thereof, or severance pay, if applicable save and accept accrued and outstanding salary and vacation pay and any owing expenses.

Termination Without Cause

TSO may terminate your employment in its sole discretion for any reason whatsoever without cause by providing you with notice of termination or payment in lieu thereof, or a combination of both, and severance pay, if applicable, pursuant to the ESA.In addition, the company will continue to pay its share of your benefits, if any, for the duration of the notice of termination period, pursuant to the ESA. TSO will also provide you any accrued and outstanding salary and vacation pay.

You agree that such notice is fair and reasonable and further acknowledge that you understand and agree that such payments are the only monies owing by TSO to you for notice of termination, or pay in lieu thereof, and/or severance pay, if applicable, of any kind upon the termination of your employment, including any claim for payments or entitlements for reasonable notice at common law.

  1. RETURN OF PROPERTY

Upon termination of your employment under this Agreement, or at the request of TSO, you will immediately deliver or cause to be delivered to the company all books, electronics, equipment, supplies, effects, money, securities, or other property belonging to the TSO or for which TSO is liable to others.

All documentation, whether in writing or stored in electronic or other media, prepared by Employee or provided to Employee by the Company or by one of its customers or suppliers or otherwise coming into Employee's possession during his or her employment with the Company and relating to the Company or the Company's business, including but not limited to all records, plans, drawings, specifications, data, blueprints, notes, memoranda, and analyses, and any and all copies thereof, whether or not containing Confidential Information, are and shall remain the exclusive property of the Company and shall not be removed by Employee from the Company's premises without assuring that a copy is safely stored at the Company's premises. Upon termination of his or her employment with the Company for any reason, Employee shall deliver to the Company all such documentation and all copies thereof that are in Employee's possession.

  1. CONFIDENTIAL INFORMATION

"Confidential Information" refers to all information, whether or not originated by you, that relates to the business or affairs of TSO and its clients, including, but not limited to,existing or contemplated products, services, technology, procedures, know-how, designs, processes, software programs, algorithms, formulae, research, source code, trade secrets, know-how, manufacturing processes, marketing plans, sales plans, advertising, distribution and sales methods, sales and profit figures, customer and client lists and relationships, potential customers, budget costs, prices, vendorlists and TSO's financial affairs howsoever received by you from, through or relating to TSO and in whatever form (whether oral, written, machine readable or otherwise), provided, however, that the phrase "Confidential Information" shall not include the following:

  1. information which was in the public domain prior to the date of receipt of the information by you, not due to any unauthorized act or omission of you;

  1. information which becomes part of the public domain by publication or otherwise, not due to any unauthorized act or omission ofyou; or

  1. information which you are required by law to disclose, provided that, unless prohibited by law, you first notify TSO that you are required to disclose such Confidential Information and allows TSO a reasonable period of time to contest the disclosure of such Confidential Information.

You hereby acknowledge that the Confidential Information as described above is of a confidential and secret nature and is valuable to TSO and its customers and clients. You agree not to disclose Confidential Information to any third party either during or after the Term without the express written consent of TSO. You acknowledge that the services under the Agreement are for the benefit of TSO and agrees that you shall have no right, title or interest in any records and/or information obtained by you in the course of your employment with TSO.

On the earlier of either the termination of your employment with TSO for any reason whatsoever or at the written request of TSO, you shall return or destroy (at TSO's direction) all Confidential Information, including all copies (and all notes and documents that may incorporate same) and still in your possession (and otherwise under your control or in the possession of other persons to whom it has been provided as permitted hereunder) and, if requested by TSO, shall provide written confirmation to TSO to that effect.

You will immediately notify TSO if you lose or make unauthorized disclosure of any of the Confidential Information. You undertake to take all reasonable steps necessary to retrieve the lost or improperly disclosed the Confidential Information.

Your obligations under Article 12 hereof shall survive the termination of the Agreement and remain in effect thereafter.

  1. NON-SOLICITATION

Any attempt on your part to induce others to leave TSO's employ, or any effort by you to interfere with TSO's relationship with its clients, customers or contractors would be harmful and damaging to TSO. You shall not, during the Term and for a period of six (6) months immediately thereafter, for any reason, on your own behalf or on behalf of or in connection with any other person or organization, without the prior written consent of TSO, directly or indirectly, in any capacity whatsoever, alone, through or in connection with any person or organization:

  1. canvass, solicit, or procure or assist in the canvassing or soliciting of the business of any business or patronage from any person or organization who is or which is a customer or client of TSO, for any purpose which is competitive with TSO;
  2. offer employment or engagement to or solicit the employment or engagement of or otherwise entice away from the employment or engagement of TSO, any individual who is employed or engaged by TSO, whether such individual would commit any breach of your contract or terms of employment or engagement by leaving the employ or the engagement of TSO; or
  3. assist any person or organization to employ, engage, offer employment or engagement, or solicit the employment or engagement of any individual who is employed or engaged by TSO or otherwise entice away from the employment or engagement of TSO any such individual.
  4. NON-COMPETITION

You shall not, during the Term and for a period of six (6) months immediately thereafter for any reason, on your own behalf or on behalf of or in connection with any person or organization, directly or indirectly, in any capacity whatsoever, alone, through or in connection with any person or organization, carry on, participate in, or be engaged in or have any financial or other interest in or be otherwise commercially involved in sports marketing sales.

Your obligations under Article 14 shall survive the termination of the Agreement and remain in effect thereafter.

  1. REMEDIES

You hereby recognize and expressly acknowledge that TSO would be subject to irreparable harm should any of the provisions of Articles 12, 13 or 14 be infringed, or should any of your obligations thereunder be breached by you, and that damages alone will be an inadequate remedy for any breach or violation thereof and that TSO, in addition to all other remedies, shall be entitled to seek equitable relief, including temporary or permanent injunction to restrain such breach.

  1. CONSIDERATION

You acknowledge that in exchange for your undertakings under the Agreement, you have received appropriate consideration, both in the form the provision of your employment and the monies and other benefits set out herein.

  1. NOTICE

This Agreement shall not be altered, modified, amended, or terminated unless evidenced in writing by TSO.

Any demand, notice or other communication (the "Notice") to be given in connection with the Agreement shall be given in writing on a Business Day and may be given by personal delivery or by transmittal by facsimile addressed to the recipient as follows:

TSO: Julie Childs

Chief Operating Officer

123 Albion Road

Toronto, ON

You: Jordan Smith

555 Old Mill Lane

Toronto, ON

  1. ENTIRE AGREEMENT

This Agreement constitutes the complete understanding between you and TSO with respect to your employment, and no statement, representation, warranty, or covenant has been made by you or TSO with respect to this Agreement except as expressly set forth herein. By signing this letter, you acknowledgethat you have not been induced by any representations whatsoever that have not been expressed in writing and made a part of this offer.

  1. SEVERABILITY

If any term or other provision of the Agreement is determined to be invalid, illegal, or incapable of being enforced for any reason, all other terms and provisions of the Agreement shall nevertheless remain in full force and effect.

  1. GOVERNING LAW

The Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. By way of the Agreement, both you and TSO attorn to the jurisdiction of the courts of Ontario with respect to any matter arising hereunder or pursuant to your employment.

  1. INDEPENDENT LEGAL ADVICE

You acknowledge that you have been given the opportunity to obtain independent legal advice with respect to the nature and consequences of entering into this Agreement.

Yoursignature below indicates that you have read and understood this letter.

To confirm your acceptance of this letter,please sign in duplicate the Agreement in the space indicated below and return one copy of each to the undersigned by October 31, 2022, retaining the second copy for your records.

I would like to take this opportunity to welcome you as a member of theTSO team and wish you every success in your career with us.

Sincerely,

Julie Childs

COO

TSO Ltd.

I have read, understand, and voluntarily accept the foregoing terms and conditions of my employment with TSO.

IN WITNESS WHEREOF the Parties have executed the Agreement.

  1. __________________________ __________________________
  2. Jordan Smith Witness
  3. THE SPORTS ORGANIZATION INC.
  4. By: ________________________

  1. Name:

Title:

SCHEDULE "A"

EMPLOYEE JOB DESCRIPTION

The Company shall employ the Employee in the capacity / position of:Review thesample employment contract between The Sports Organization Inc. ("TSO") and Jordan Smith. Applying your knowledge of the contents of this unit, consider the following questions:

  1. Is Jordan an employee or an independent contractor? What indicia make it clear that he is one or the other?
  2. Section 3 of the contract explains that there is a probationary period. If Jordan's contract is terminated during the probationary period, how much notice is TSO required to give him under theEmployment Standards Act(ON)? What if he is terminated after working at TSO for 7 years?
  3. Based on the nature of his contract, what factors, if present, might assist Jordan in increasing his reasonable notice period at common law?
  4. Is there anything missing from this contract that you would want to include? Please answer this question from both the employer's and the employee's perspectives.

PRIVATE AND CONFIDENTIAL

November 1, 2022

Jordan Smith

555 Old Mill Lane, Toronto, ON

Dear Mr. Smith:

Further to our recent discussions, we are pleased to offer you employment as aMarketing DirectorwithThe Sports Organization Inc.("TSO"). You will commence your employment withTSO on December 1, 2022(the "Effective Date"). This letter Agreement ("Agreement") shall set forth our mutual understanding regarding your employment with the Company pursuant to the following terms and conditions.

  1. POSITION AND TERM

Your employment withTSOwill commence on upon the Effective Date and will continue indefinitely until it is terminated in accordance with the terms set forth in this Agreement (the "Term"). You shall perform those duties and responsibilities necessary or incidental to perform the functions ofMarketing Director. You will report toJulie Childs, Chief Operating Officer. A description of the duties ofMarketing Director is attached hereto at Schedule "A".

Your assignments, duties, responsibilities and reporting arrangements may change from time to time at the sole discretionTSO. You agree that any changes which may occur pursuant to this paragraph will not affect or change any other part in this Agreement.

You represent and warrant that you are not subject to an agreement, including, without limitation, a non-competition agreement, which precludes you from being employed by TSO.

You agree to devote appropriate attention and energy to the business and affairs of TSO and to perform your duties to the best of your skill and ability. You agree to not engage or be engaged or otherwise interested in any other business during your employment with TSO without providing full disclosure of that business to TSO and obtaining prior written approval of TSO which approval may be refused at TSO's sole discretion.

  1. POLICIES

It is a term and condition of your employment that you agree to comply with the policies and procedures of TSO.

  1. PROBATIONARY PERIOD

The first three (3) months of your employment shall be considered a probationary period (the "Probationary Period").

Your supervisor, Julie Childs, will conduct a performance review at the conclusion of your Probationary Period. During the Probationary Period, your employment may be terminated by the Company for any reason whatsoever, without any notice of termination or pay in lieu thereof.

  1. CRIMINAL REFERENCE CHECK, IDENTIFICATION AND ELIGIBILITY TO TRAVEL

This offer is conditional pending the successful completion of TSO's pre-employmentCriminal background screening check.

For identification purposes, we will require a copy of your Social Insurance Card, and a copy ofone piece of government issued photo identification on your first day of work.

During your employment, your duties and responsibilities may require you to travelto client sites, both domestically and internationally. If prior to or during your employment withTSO, youbecome subject to travel restrictions which prevent from you from attending clientsites, TSO may terminate your employment in accordance with Article 10 of this Agreement.

  1. COMPENSATION AND BENEFITS

Annual Salary

You will receive an annual base salary of $100,000.00, payable in equal semi-monthly installments (less applicable deductions, remittances, and withholdings as required by law) as per TSO's regular payroll practices.

Bonus

Upon successful completion of the Probationary Period, you will be eligible for an annual bonus potential of up to $5,000 payable annually. This bonus will be based on a combination of your annual sales targets, individual measurable goals as agreed to by TSO, and the company's overall profitability. To receive your bonus, you must be employed with TSO on the day of payout. All changes to this plan or any bonus plan are at the full discretion of the Company.

Benefits

You will be entitled, to the extent that you are eligible, to participate in TSO's benefit plans and programs which may be available to employees of TSO, from time to time. Benefit coverage is subject to the terms and conditions of the applicable benefit plan and policy and may be reduced, modified, or cancelled by TSO at any time.There is a standard three (3) months waiting period before eligible benefit participation will be provided.

  1. VACATION

You will be entitled to fifteen (15) paid vacation days per year. Paid vacation cannot be taken until the equivalent vacation earnings have accrued. Vacation time should be planned as far as possible in advance and approved by your Manager. Vacation accrued for any calendar year must be taken by June 30th of the following calendar year. TSO reserves the right to impose a specific vacation schedule for its employees.

  1. TIME OFF

TSO reserves the right to require you to take up to ten (10) days of time off without pay during the December 'Holiday' period between the dates of December 15 to 31 of any calendar year. You may choose to take any paid vacation accrued to that point during that period.You acknowledge that this is not a constructive dismissal of your employment with TSO either at common law or under the Employment Standards Act, 2000 (the "ESA").

  1. HOURS AND LOCATION OF WORK

Your regular work hours will vary and will be those hours required to meet the objectives of your employment and as may reasonably be necessary for the proper performance of your duties for TSO. In your position, you are not eligible for overtime pay.

Location of your work week hours may be from your home office, other TSO employee's home offices or another location as approved by your Manager.

  1. EXPENSES

TSO shall reimburse you for all reasonable travel expenses actually and properly incurred by you in the performance of your duties under the Agreement, such reimbursement to be made in accordance with, and subject to, the policies of TSO from time to time. You are required to keep proper accounts and to furnish invoices and/or other supporting documents to TSO within thirty (30) days of incurring the expense, failing which you will not receive reimbursement. Any expenditure over $500.00requires prior written authorization.

  1. TERMINATION

Resignation

You may resign your employment with TSO at any time upon providing two (2) weeks' written notice (the "Resignation Notice Period"). If TSO does not wish to employ you until the expiry of the Resignation Notice Period, TSO may, at its sole discretion, waive in whole or in part its decision to continue to employ you until the expiration of the Resignation Notice Period.

Termination For Cause

TSO may terminate your employment at any time for cause at common law or in accordance with the Ontario ESA without payment of any kind, including notice of termination or payment in lieu thereof, or severance pay, if applicable save and accept accrued and outstanding salary and vacation pay and any owing expenses.

Termination Without Cause

TSO may terminate your employment in its sole discretion for any reason whatsoever without cause by providing you with notice of termination or payment in lieu thereof, or a combination of both, and severance pay, if applicable, pursuant to the ESA.In addition, the company will continue to pay its share of your benefits, if any, for the duration of the notice of termination period, pursuant to the ESA. TSO will also provide you any accrued and outstanding salary and vacation pay.

You agree that such notice is fair and reasonable and further acknowledge that you understand and agree that such payments are the only monies owing by TSO to you for notice of termination, or pay in lieu thereof, and/or severance pay, if applicable, of any kind upon the termination of your employment, including any claim for payments or entitlements for reasonable notice at common law.

  1. RETURN OF PROPERTY

Upon termination of your employment under this Agreement, or at the request of TSO, you will immediately deliver or cause to be delivered to the company all books, electronics, equipment, supplies, effects, money, securities, or other property belonging to the TSO or for which TSO is liable to others.

All documentation, whether in writing or stored in electronic or other media, prepared by Employee or provided to Employee by the Company or by one of its customers or suppliers or otherwise coming into Employee's possession during his or her employment with the Company and relating to the Company or the Company's business, including but not limited to all records, plans, drawings, specifications, data, blueprints, notes, memoranda, and analyses, and any and all copies thereof, whether or not containing Confidential Information, are and shall remain the exclusive property of the Company and shall not be removed by Employee from the Company's premises without assuring that a copy is safely stored at the Company's premises. Upon termination of his or her employment with the Company for any reason, Employee shall deliver to the Company all such documentation and all copies thereof that are in Employee's possession.

  1. CONFIDENTIAL INFORMATION

"Confidential Information" refers to all information, whether or not originated by you, that relates to the business or affairs of TSO and its clients, including, but not limited to,existing or contemplated products, services, technology, procedures, know-how, designs, processes, software programs, algorithms, formulae, research, source code, trade secrets, know-how, manufacturing processes, marketing plans, sales plans, advertising, distribution and sales methods, sales and profit figures, customer and client lists and relationships, potential customers, budget costs, prices, vendorlists and TSO's financial affairs howsoever received by you from, through or relating to TSO and in whatever form (whether oral, written, machine readable or otherwise), provided, however, that the phrase "Confidential Information" shall not include the following:

  1. information which was in the public domain prior to the date of receipt of the information by you, not due to any unauthorized act or omission of you;

  1. information which becomes part of the public domain by publication or otherwise, not due to any unauthorized act or omission ofyou; or

  1. information which you are required by law to disclose, provided that, unless prohibited by law, you first notify TSO that you are required to disclose such Confidential Information and allows TSO a reasonable period of time to contest the disclosure of such Confidential Information.

You hereby acknowledge that the Confidential Information as described above is of a confidential and secret nature and is valuable to TSO and its customers and clients. You agree not to disclose Confidential Information to any third party either during or after the Term without the express written consent of TSO. You acknowledge that the services under the Agreement are for the benefit of TSO and agrees that you shall have no right, title or interest in any records and/or information obtained by you in the course of your employment with TSO.

On the earlier of either the termination of your employment with TSO for any reason whatsoever or at the written request of TSO, you shall return or destroy (at TSO's direction) all Confidential Information, including all copies (and all notes and documents that may incorporate same) and still in your possession (and otherwise under your control or in the possession of other persons to whom it has been provided as permitted hereunder) and, if requested by TSO, shall provide written confirmation to TSO to that effect.

You will immediately notify TSO if you lose or make unauthorized disclosure of any of the Confidential Information. You undertake to take all reasonable steps necessary to retrieve the lost or improperly disclosed the Confidential Information.

Your obligations under Article 12 hereof shall survive the termination of the Agreement and remain in effect thereafter.

  1. NON-SOLICITATION

Any attempt on your part to induce others to leave TSO's employ, or any effort by you to interfere with TSO's relationship with its clients, customers or contractors would be harmful and damaging to TSO. You shall not, during the Term and for a period of six (6) months immediately thereafter, for any reason, on your own behalf or on behalf of or in connection with any other person or organization, without the prior written consent of TSO, directly or indirectly, in any capacity whatsoever, alone, through or in connection with any person or organization:

  1. canvass, solicit, or procure or assist in the canvassing or soliciting of the business of any business or patronage from any person or organization who is or which is a customer or client of TSO, for any purpose which is competitive with TSO;
  2. offer employment or engagement to or solicit the employment or engagement of or otherwise entice away from the employment or engagement of TSO, any individual who is employed or engaged by TSO, whether such individual would commit any breach of your contract or terms of employment or engagement by leaving the employ or the engagement of TSO; or
  3. assist any person or organization to employ, engage, offer employment or engagement, or solicit the employment or engagement of any individual who is employed or engaged by TSO or otherwise entice away from the employment or engagement of TSO any such individual.
  4. NON-COMPETITION

You shall not, during the Term and for a period of six (6) months immediately thereafter for any reason, on your own behalf or on behalf of or in connection with any person or organization, directly or indirectly, in any capacity whatsoever, alone, through or in connection with any person or organization, carry on, participate in, or be engaged in or have any financial or other interest in or be otherwise commercially involved in sports marketing sales.

Your obligations under Article 14 shall survive the termination of the Agreement and remain in effect thereafter.

  1. REMEDIES

You hereby recognize and expressly acknowledge that TSO would be subject to irreparable harm should any of the provisions of Articles 12, 13 or 14 be infringed, or should any of your obligations thereunder be breached by you, and that damages alone will be an inadequate remedy for any breach or violation thereof and that TSO, in addition to all other remedies, shall be entitled to seek equitable relief, including temporary or permanent injunction to restrain such breach.

  1. CONSIDERATION

You acknowledge that in exchange for your undertakings under the Agreement, you have received appropriate consideration, both in the form the provision of your employment and the monies and other benefits set out herein.

  1. NOTICE

This Agreement shall not be altered, modified, amended, or terminated unless evidenced in writing by TSO.

Any demand, notice or other communication (the "Notice") to be given in connection with the Agreement shall be given in writing on a Business Day and may be given by personal delivery or by transmittal by facsimile addressed to the recipient as follows:

TSO: Julie Childs

Chief Operating Officer

123 Albion Road

Toronto, ON

You: Jordan Smith

555 Old Mill Lane

Toronto, ON

  1. ENTIRE AGREEMENT

This Agreement constitutes the complete understanding between you and TSO with respect to your employment, and no statement, representation, warranty, or covenant has been made by you or TSO with respect to this Agreement except as expressly set forth herein. By signing this letter, you acknowledgethat you have not been induced by any representations whatsoever that have not been expressed in writing and made a part of this offer.

  1. SEVERABILITY

If any term or other provision of the Agreement is determined to be invalid, illegal, or incapable of being enforced for any reason, all other terms and provisions of the Agreement shall nevertheless remain in full force and effect.

  1. GOVERNING LAW

The Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. By way of the Agreement, both you and TSO attorn to the jurisdiction of the courts of Ontario with respect to any matter arising hereunder or pursuant to your employment.

  1. INDEPENDENT LEGAL ADVICE

You acknowledge that you have been given the opportunity to obtain independent legal advice with respect to the nature and consequences of entering into this Agreement.

Yoursignature below indicates that you have read and understood this letter.

To confirm your acceptance of this letter,please sign in duplicate the Agreement in the space indicated below and return one copy of each to the undersigned by October 31, 2022, retaining the second copy for your records.

I would like to take this opportunity to welcome you as a member of theTSO team and wish you every success in your career with us.

Sincerely,

Julie Childs

COO

TSO Ltd.

I have read, understand, and voluntarily accept the foregoing terms and conditions of my employment with TSO.

IN WITNESS WHEREOF the Parties have executed the Agreement.

  1. __________________________ __________________________
  2. Jordan Smith Witness
  3. THE SPORTS ORGANIZATION INC.
  4. By: ________________________

  1. Name:

Title:

SCHEDULE "A"

EMPLOYEE JOB DESCRIPTION

The Company shall employ the Employee in the capacity / position of:

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