Key Person Agreement Template for Canada

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Key Requirements PROMPT example:

Key Person Agreement

"I need a Key Person Agreement for our Chief Technology Officer based in Toronto, who has access to critical proprietary technology and oversees a team of 50 developers; the agreement should include stock options and special provisions for protecting our AI-related intellectual property."

Document background
The Key Person Agreement is essential for organizations seeking to secure the continued service of employees who are vital to their operations or possess unique skills, knowledge, or relationships critical to the company's success. This agreement, governed by Canadian federal and provincial laws, goes beyond standard employment contracts by incorporating specialized provisions for retention, protection, and compensation. It is particularly important during periods of business transition, succession planning, or when protecting intellectual property and client relationships. The document typically includes key person insurance provisions, special compensation arrangements, detailed confidentiality and non-competition clauses, and specific termination provisions. It's commonly used in situations where the departure of the employee could significantly impact the company's operations, value, or stability.
Suggested Sections

1. Parties: Identification of the employer company and the key employee

2. Background: Context of the agreement, importance of the employee's role, and general purpose of the arrangement

3. Definitions: Key terms used throughout the agreement including 'Cause', 'Good Reason', 'Change of Control', etc.

4. Term and Position: Duration of the agreement and description of the employee's role and responsibilities

5. Compensation and Benefits: Base salary, bonuses, and standard benefits package

6. Retention Bonus: Details of any special bonuses or incentives for remaining with the company

7. Termination Provisions: Circumstances and consequences of termination, including notice periods and severance

8. Confidentiality: Protection of company confidential information and trade secrets

9. Restrictive Covenants: Non-competition, non-solicitation, and non-disparagement provisions

10. Protection of Intellectual Property: Assignment of IP rights and related obligations

11. Insurance: Key person insurance requirements and beneficiary arrangements

12. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments

Optional Sections

1. Change of Control: Special provisions triggered by company ownership changes - include when the key person is crucial during potential M&A activities

2. International Travel: Terms related to international assignments or travel - include when role requires significant international work

3. Equity Participation: Stock options or share purchase arrangements - include when offering equity-based compensation

4. Special Benefits: Additional perks such as car allowance, club memberships - include for executive-level agreements

5. Succession Planning: Requirements for training successors - include when planning for eventual transition

6. Board Position: Terms related to board membership - include when key person serves on company board

7. Performance Metrics: Specific KPIs and performance expectations - include when bonus/retention payments are performance-based

Suggested Schedules

1. Schedule A - Compensation Details: Detailed breakdown of all compensation elements including formulae for variable compensation

2. Schedule B - Benefits Package: Comprehensive list of benefits and terms of each benefit

3. Schedule C - Position Description: Detailed role description, responsibilities, and reporting relationships

4. Schedule D - Restrictive Covenant Terms: Specific details of non-compete and non-solicit terms including geographic scope and duration

5. Schedule E - Insurance Specifications: Details of required insurance coverage, premiums, and beneficiary arrangements

6. Appendix 1 - Approved Outside Activities: List of pre-approved board positions, consulting arrangements, or other external commitments

7. Appendix 2 - Performance Metrics: Detailed performance criteria and measurement methodologies for bonus calculations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

Professional Services

Energy

Biotechnology

Mining

Telecommunications

Research and Development

Pharmaceuticals

Entertainment

Aviation

Consulting

Relevant Teams

Executive Leadership

Research and Development

Product Development

Sales Leadership

Technical Architecture

Scientific Research

Business Development

Investment Management

Operations Leadership

Medical Direction

Engineering Leadership

Client Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Technology Officer

Chief Operating Officer

Head of Research and Development

Senior Software Architect

Principal Scientist

Managing Director

Key Account Executive

Lead Product Designer

Head of Sales

Chief Medical Officer

Principal Engineer

Senior Research Scientist

Technical Director

Vice President of Operations

Head of Business Development

Chief Investment Officer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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