Professional Documents
Culture Documents
Confidentiality Agreement - Temp Placement Assignees (Interactive)
Confidentiality Agreement - Temp Placement Assignees (Interactive)
The undersigned (the “Agency Employee”) agrees, in consideration for Agency Employee’s (i) engagement
with Peace Naturals Project Inc. (the “Company”) through the Agency Employee’s temporary placement agency,
and (ii) receipt of confidential information from the Company, Cronos Group Inc. and their respective affiliates and
related entities (together, the “Group”), to be bound by the covenants and restrictions contained in this
Confidentiality and Intellectual Property Agreement (this “Agreement”).
1. Confidentiality
(a) During the Agency Employee’s engagement with the Company, the Agency Employee may be given
access to or become acquainted with confidential and proprietary information of the Group and third
parties to which the Group may have obligations of non-disclosure or confidentiality, including but
not limited to: trade secrets; know-how; Intellectual Property (as defined below); Worker Inventions
(as defined below), Invention Records (as defined below), existing and contemplated work product
resulting from or related to projects performed or to be performed by or for the Group; programs and
program modules; processes; algorithms; design concepts; system designs; production data; test data;
research and development information; information regarding the acquisition, protection,
enforcement and licensing of proprietary rights; business, accounting, engineering and financial
information and data; marketing and development plans and methods of obtaining business;
forecasts; future plans and strategies of the Group; pricing, cost, billing and fee arrangements and
policies; quoting procedures; special methods and processes; lists and identities of customers,
suppliers, vendors and contractors; the type, quantity and specifications of products and services
purchased, leased, licensed or received by the Group or any of their customers, suppliers, or vendors;
personal information about employees, contractors or other staff members of the Group or any
individual, corporation (including not-for-profit), general or limited partnership, limited liability
company, joint venture, association, joint-stock company, estate, trust, organization, governmental
authority or other entity of any kind or nature (“Person”) with which the Group enters a strategic
alliance or any other partnering arrangements; vendor and supplier information; the identity or nature
of relationship of any Person associated with or engaged as consultants, advisers, agents, distributors
or sales representatives (the “Confidential Information”).
(b) Disclosure or use of Confidential Information, other than in connection with the Group’s business or
as specifically authorized by the Company, would be highly detrimental to the business and interests
of the Group and could result in serious loss of business. Accordingly, the Agency Employee agree
to hold all Confidential Information in strictest confidence and not to, without the Company’s prior
written consent, disclose, divulge or reveal to any Person, or use for any purpose other than for the
exclusive benefit of the Group, any Confidential Information; provided that the foregoing will not
apply to information (except for personal information about identifiable individuals) that: (i) was
known to the public prior to its disclosure to the Agency Employee; (ii) becomes generally known
to the public subsequent to disclosure to the Agency Employee other than by reason of the Agency
Employee’s breach of this Agreement; (iii) becomes available to the Agency Employee from a source
independent of the Group; or (iv) the Agency Employee is specifically required to disclose by
applicable law or legal process (provided that the Agency Employee provides the Group with prompt
advance written notice of the contemplated disclosure, where legally permitted to do so, and
cooperates with the Group in seeking a protective order or other appropriate protection of such
information).
(c) Immediately upon termination of the Agency Employee’s engagement with the Company, or at any
time that the Company so requests, the Agency Employee will deliver to the Company any and all
documents, files, notes, lists, memoranda, models, databases, computer files and other computer
1
programs containing Confidential Information. The Agency Employee further agrees not to make,
for the Agency Employee’s personal use or that of any other Person, reproductions or copies of any
of the materials containing Confidential Information.
(d) For the avoidance of doubt, nothing in this Agreement limits, restricts or in any other way affects the
Agency Employee communicating with any governmental authority or entity concerning matters
relevant to the governmental authority or entity. No confidentiality or other obligation that the
Agency Employee owes to the Group prohibits the Agency Employee from reporting possible
violations of law or regulation to any governmental authority or entity under any applicable
whistleblower protection provision of applicable Canadian Federal, Canadian Provincial, U.S.
Federal or U.S. State law or regulation (including Section 21F of the Securities Exchange Act of
1934 or Section 806 of the Sarbanes-Oxley Act of 2002) or requires the Agency Employee to notify
the Group of any such report.
2. Intellectual Property
(a) The Agency Employee agrees to promptly disclose to the Company all ideas, suggestions,
discoveries, designs, works, developments, improvements, processes, formulas, data, techniques,
know-how, Confidential Information, trade secrets, inventions and improvements, and whether or
not any of the foregoing are registrable as patents, industrial designs, copyrights, trademarks or plant
breeder rights (collectively, “Intellectual Property”), which the Agency Employee may author,
make, conceive, develop, discover, or reduce to practice, solely, jointly or in common with
employees, contractors or other staff members of the Group, during the Agency Employee’s
engagement with the Company, and which relate to the business activities of the Company (“Worker
Inventions”). The Agency Employee agrees to maintain as confidential any Worker Inventions, and
not to make application for registration of rights in respect of such unless it is at the request and
direction of the Company. Intellectual Property within the scope of the business of the Company
made and/or developed by the Agency Employee during the Agency Employee’s engagement with
the Company, whether or not conceived or made during regular working hours and whether or not
the Agency Employee is specifically instructed to make or develop the same, shall (i) be for the
benefit of the Company, (ii) be considered to have been made pursuant to this Agreement, (iii) be
deemed Worker Inventions, and (iv) immediately become exclusive property of the Company. The
Agency Employee must keep, maintain, and make available to the Company complete and up-to-
date records relating to any such Intellectual Property, and agrees that all such records are the sole
and absolute property of the Company.
(b) The Agency Employee will assign and transfer to the Company the Agency Employee’s entire right,
title and interest in and to any and all Intellectual Property and will execute and deliver to the
Company any and all instruments necessary or desirable to accomplish the foregoing and, in addition,
to doing all lawful acts which may be necessary or desirable to assist the Company to obtain and
enforce protection of Intellectual Property. The Agency Employee will, at the request and cost of the
Company, and for no additional compensation or consideration from the Company, sign, execute,
make and do all such deeds, documents, acts and things as the Company and its duly authorized
agents may reasonably require to: (i) apply for, obtain and vest in the name of the Company alone
(unless the Company otherwise directs) letters patent, copyrights, plant breeders rights, or other
analogous protection in any country throughout the world and when so obtained or vested to renew
and restore the same; (ii) perfect or evidence ownership by the Company or its designees of any and
all Worker Inventions, in form suitable for recordation in the United States, Canada, and any other
patent office; (iii) defend any opposition proceedings of any type whatsoever in respect of such
applications, and any opposition proceedings or petitions or applications of any type whatsoever for
revocation of such letters patent, copyright or other analogous protection, whether such proceedings
are brought before a court or any administrative body; and (iv) defend and/or assert the Company’s
rights in any Intellectual Property against any third party. For greater certainty, all materials related
2
to Worker Inventions (including notes, records and correspondence, whether written or electronic)
(collectively, “Invention Records”) are the property of the Company, which the Agency Employee
shall provide to the Company upon request. Invention Records shall not be removed from Company
premises without the prior written consent of the Company.
(c) By signing below, the Agency Employee hereby assigns and transfers to the Company all Worker
Inventions (including all associated Intellectual Property), and the Agency Employee further waives
all moral rights over any Intellectual Property and all work the Agency Employee produces during
the Agency Employee’s engagement with the Company.
(d) The Agency Employee represents and warrants that the Agency Employee does not possess any
Intellectual Property of any third party, including but not limited to any competitor of the Company,
and the Agency Employee shall not acquire and/or use the Intellectual Property of any third party in
the course of performing any services for the Company.
3. Return of Company Property. Upon a termination of the Agency Employee’s engagement with the
Company, the Agency Employee agrees to immediately return all Company property in the Agency
Employee’s possession or directly or indirectly under the Agency Employee’s control, including any
computers, smartphones and office equipment, and all documents, files, notes, lists, memoranda, models,
databases, computer files and other computer programs containing Confidential Information. The Agency
Employee agrees to provide the Company with all passwords to any hardware and electronic systems or data
the Agency Employee delivers to the Company.
4. Reasonableness of Restrictions and Covenants. The Agency hereby confirms and agrees that the covenants
and restrictions contained in this Agreement are reasonable and valid and the Agency Employee further
acknowledges and agrees that the Group may suffer irreparable injury in the Agency Employee breaches any
of the obligations under any such covenant or restriction. Accordingly, the Agency Employee hereby
acknowledges and agrees that damages would be an inadequate remedy at law in connection with any such
breach and that the Company shall therefore be entitled, in addition to any other right or remedy that it may
have at law, in equity or otherwise, to temporary and permanent injunctive relief enjoining and restraining
the Agency Employee from any such breach. Notwithstanding the termination of the Agency Employee’s
engagement with the Company for any reason, the aforementioned covenants and restrictions contained in
this Agreement shall survive and continue in force to the extent set out in this Agreement.
5. Entire Agreement. This is the entire agreement between the Company and the Agency Employee on the
subject matters addressed herein. There are no representations, warranties or collateral agreements, whether
written or oral, outside of this Agreement. This Agreement supersedes and replaces any prior understandings
or discussions between the Agency Employee and the Company regarding the Agency Employee’s
engagement with the Company. Any changes to this Agreement must be made in writing and signed by both
the Company and the Agency Employee.
6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the
Province of Ontario (the “Province”) and the laws of Canada applicable in the Province. The Agency
Employee irrevocably submits to the exclusive jurisdiction and venue of the courts located in the Province
in any legal suit, action or proceeding arising out of or based upon this Agreement.
7. Severability. If any provision in this Agreement is determined to be invalid or unenforceable, such provision
will be severed from this Agreement, and the remaining provisions will continue in full force and effect.
8. Independent Legal Advice. The Agency Employee acknowledges that the Agency Employee is encouraged
to obtain independent legal advice regarding the execution of this Agreement, and that the Agency Employee
has either obtained such advice or voluntarily chosen not to do so, and hereby waives any objections or claims
3
the Agency Employee may make resulting from any failure on the Agency Employee’s part to obtain such
advice.
9. Waiver. No waiver of any of the provisions of this Agreement shall be effective or binding, unless made in
writing and signed by the party purporting to give the same. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions, whether or not similar, nor
shall such waiver constitute a continuing waiver, unless expressly stated otherwise.
10. Electronic Transmission. Delivery of an executed signature page to this Agreement by electronic
transmission, including in portable document format (.pdf), shall be deemed as effective as delivery of an
original executed Agreement.
By my signature below, I confirm that I have read, understand and agree with the foregoing terms, that I have been
afforded a reasonable opportunity to consult with independent legal counsel with respect to the foregoing terms before
affixing my signature below, and that I sign this agreement freely and voluntarily and without any pressure, duress
or undue influence. I have not relied on any representations or statements, oral, written or otherwise, that are not
contained in this Agreement.
Print Name
Signature
4
ACKNOWLEDGMENT
• I have received a copy of the Cronos Group’s Onboarding Materials - Temporary Help Agency
Assignment Employees (the “Policies”) dated December 2023, including: the Code of Business
Conduct and Ethics (Appendix A), the Health and Safety Policy - Canada (Appendix B) and the
Electronic Monitoring Policy (Appendix C)
• By my signature below, I hereby certify that I have read, understand, and agree to abide by the Policies.
I understand and agree that it is a condition of my engagement that I abide by the Policies, and that
failure to do so may result in disciplinary action up to and including termination of my engagement. I
further certify and confirm that I am not aware of any violations of the Code of Business Conduct and
Ethics.
• I acknowledge that I have had an opportunity to ask any questions that I may have in respect of the
Policies, and that it is my responsibility to understand its contents. I understand and agree that should
any questions arise in the future regarding the topics covered by the Policies, I shall direct those
questions to Human Resources or the Head of Business Conduct and Ethics, as directed by the
applicable policy, for clarification.
Date Name
Signature
5
Photo Release
I, _______________________, hereby give my employer, Peace Naturals Project Inc., consent to record,
videotape and photograph my image and/or voice to be used in the following ways:
• Company email account and correspondence
• Printed employee newsletter
• Printed client/customer newsletter
• Promotional material and publications, including web-based
I understand that no special compensation will be provided to me for use of my image and that I may not
be informed in advance of the specific use of my image.
I further understand that providing my consent is not a condition of my employment.
__________________________________
Employee Name (Please Print)
____________________________ ____________________
Employee Signature Date