EXECUTIVE CONFIDENTIALITY, NON-COMPETE, NON-SOLICITATION, AND INVENTION ASSIGNMENT AGREEMENT
THIS EXECUTIVE CONFIDENTIALITY, NON-COMPETE, NON-SOLICITATION, AND INVENTION ASSIGNMENT AGREEMENT (the "Agreement") is between you and Vision Management Services, LLC (the "Employer"), a subsidiary of Green Thumb Industries Inc. (together, along with their subsidiaries, affiliates, successors and assigns, referred to herein as the "Company"). This Agreement is effective as of the date you sign it.
The Company is engaged in the nationwide operation of medical and/or adult-use cannabis cultivation, processing and retail, and desires to retain your services. You acknowledge and agree that while the Company's business may be legal under certain state laws, the Company's business is illegal under federal law, and there are certain risks that you could face as a result of working for the Employer. Notwithstanding, you are willing to enter into this Agreement with the Employer and be subject to its terms, in exchange for your employment or continued employment, the payment of wages and benefits, your access to Confidential Information (defined below in Section 1.3) and other good and valuable consideration.
You and the Employer agree as follows:
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3.1 You acknowledge and agree that all inventions; genetically-engineered material; compositions and methods for making and using cannabis plants and compositions derived thereof; strains with distinctive ratios of cannabinoids; prototypes; written works, published material, ideas conceived, produced, created, or reduced to practice; personas created; developments; derivatives and improvements; copyrights; copyright designs; trade secrets; trademarks; mask work rights; processes; discoveries; enhancements; software; source code; database rights; catalogues; prints; business applications; plans; writings; and other developments or improvements and all other intellectual property and proprietary rights and any derivative works based thereon ("Inventions") and all works of original authorship or images that are fixed in any tangible medium of expression and all copies thereof ("Works"), whether or not copyrightable, patentable or otherwise protectable, which are designed, created, conceived, developed or reduced to practice, writing or publication by you, either solely or jointly with others, during your employment with the Employer, including those developed on your own time, which related to or are useful in the Company's business (collectively, with the Inventions and Works, the "Intellectual Property"), are made and conceived for the benefit of the Company and are the exclusive property of the Company.
3.2 You recognize and acknowledge that all Works shall be done as "work made for hire" as defined and used in the Copyright Act of 1976, 17 U.S.C. § I, et seq., as may be amended from time to time, with the Company being considered the author for copyright purposes and the owner of the copyright and all other rights whether now known or hereafter recognized. You hereby waive the benefits of any provision of law known as the "droit moral" or any similar law or principle in any country throughout the world. To the extent that any Works are not considered "works made for hire," you hereby assign and agree to assign to the Company or its nominee any and all interest that you may have in any Intellectual Property. You shall promptly notify the Company or its nominee upon the design, creation or development of any and all Inventions and Works. At the Company's or Employer's request, you shall execute and deliver to the Company and/or the Employer as applicable all documents or instruments that may be necessary to secure or perfect the Company's title to or interest in the Inventions and Works, including but not limited to United States and foreign applications for letters of patents and extensions, continuations or reissues thereof, applications for copyrights and documents or instruments of assignments or transfer. Such obligations shall continue beyond the termination of employment with respect to Works and Inventions designed, created or developed by you during the period of employment hereunder, and shall be binding upon your heirs, assigns, executors, administrators and other legal representatives. You shall render all assistance that the Company and/or the Employer may require in any registration, proceeding or litigation, including at the United State Patent and Trademark Office or the United States Copyright Office, involving such Inventions or Works, without charge to the Company and/or the Employer, other than a reasonable payment for time involved in the event you are no longer employed by or engaged by the Employer.
3.3 Notwithstanding the foregoing, you understand and acknowledge that, pursuant to the Employee Patent Act, Illinois Public Act 83-493 (to the extent applicable to your employment), the Employer has informed you that the provisions of this Section 3 will not apply to any Inventions for which no equipment, supplies, facility or trade secret information of the Company was used and which were developed entirely on your own time, unless: (a) the Invention relates (i) to the business of the Company, or (ii) to actual or demonstrably anticipated research or development of the Company; or (b) the Invention results from any work performed by you for the Employer.
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MUTUAL EXECUTIVE ARBITRATION AGREEMENT
The Covered Claims under this Agreement are any statutory or common law legal claims, asserted or unasserted, brought by you against the Employer and/or the Company, or brought by the Employer and/or Company against you, that relate to and arise out of your employment with the Employer, including but not limited to any claimed breach of any agreement between you and the Employer and/or the Company (except with regard to injunctive relief).
You understand and agree that arbitration is the only litigation forum for resolving Covered Claims, and that the Employer, the Company and you are waiving the right to a trial before a judge or jury in federal or state court in favor of arbitration.
The Arbitrator shall have the authority to award the same damages and other relief that would have been available in court pursuant to the law governing your Covered Claim(s).
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The party desiring to pursue a legal dispute must prepare a written demand setting forth the claim(s). Upon request, the Employer will provide a Demand for Arbitration form which you may use for this purpose, and additional filing forms may be required by JAMS, the organization administering arbitration. If your claim relates to a statutory employment claim, you will be required to provide a check to JAMS as a filing fee, for the lesser of $400, or the applicable federal or state court filing fee where you work(ed) for the Employer. If your claim alleges a breach of your Executive Employment Agreement, including agreements incorporated therein, you will be responsible for sharing all administrative costs of arbitration, as provided by JAMS rules.
The JAMS Employment Arbitration Rules and Procedures effective at the time of filing will apply to statutory employment claims. The current version can be found here: http://www.jamsadr.com/rules-employment-arbitration/. The JAMS Comprehensive Arbitration Rules will apply if your claim alleges breach of your Executive Employment Agreement, including agreement incorporated therein. The current version can be found here: https://www.jamsadr.com/rules-comprehensive-arbitration/. Each of these rules is modified by the terms of this Agreement as follows:
by JAMS. From that list, Employer and you will each have the opportunity to strike up to three names and "rank" our preference for the remaining names, and JAMS shall select a neutral arbitrator that is highest ranked by both parties and not stricken by either party.
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11. Amendment. Employer and you may enter into a revised agreement in writing with immediate effect if signed by
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both parties. In addition, you understand and agree that the Employer may change or terminate this agreement after giving you 60 days' written or electronic notice, but such change or termination shall not apply to a pending claim nor to any claim that accrued or was known to you prior the amendment, except as may be required by applicable law.
12. Savings Clause & Conformity Clause. If any provision of this Agreement is determined to be unenforceable or in conflict with a mandatory provision of applicable law, it shall be construed to incorporate any mandatory provision, or the unenforceable or conflicting provision shall be automatically severed and the remainder of the Agreement shall not be affected. Provided, however, that if the Waiver of Class and Collective Claims is found to be unenforceable, then any claim brought on a class, collective, or representative action basis must be filed in a court of competent jurisdiction, and such court shall be the exclusive forum for such claims.
13. Controlling Law. You agree that this agreement is made pursuant to and shall be governed under the Federal Arbitration Act. In the event a court of competent jurisdiction rules that the Federal Arbitration Act is inapplicable to this Agreement, the Illinois Uniform Arbitration Act shall control.
Executive Employer
Signed: ___________________________ Signed: __________________________________
Name: ___________________________ Date: __________________________________
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CAUTION - READ BEFORE SIGNING; THIS IS A BINDING LEGAL DOCUMENT. BY SIGNING BELOW, YOU AGREE THAT YOU HAVE VOLUNTARILY AND KNOWINGLY ENTERED INTO THIS AGREEMENT, AGREEING TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.
EMPLOYER
By: ___________________________________
Name: _______________________ Title:_________________________ Date: ________________________
EXECUTIVE
By: _________________________
Name: ______________ Date: _____________________
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