6.Paid Time Off. You will be entitled to four (4) weeks of Vacation Leave and five (5) days of Sick Leave per calendar year, prorated as applicable, which shall accrue and be useable by you in accordance with Greenbrook policies in place, from time to time, and with due regard to the performance of your duties and responsibilities. Additionally, on the Commencement Date and on the first calendar day of each year thereafter, you will be eligible for the Greenbrook nine (9) paid holidays, one Wellness Day, and one Birthday Holiday. The Greenbrook paid holidays include New Year’s Day, Martin Luther King Jr. Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Thanksgiving Friday, Christmas Eve, and Christmas Day.
7.Office and Communications Equipment. We will provide you, for business use, with a laptop computer and smartphone to be used in accordance with Greenbrook policies in place, from time to time.
8.Termination of Employment. Your employment with the Company will be at-will, meaning that you or the Company may terminate the employment relationship at any time with or without cause and with or without notice.
9.Non-Competition. In order to protect the Company Group’s Confidential Information, you will not, during the period of your employment with the Company Group, and for a period of twelve (12) months after your employment is terminated for any reason (the “Non-Competition Restricted Period”), directly or indirectly, for yourself or any third party other than the Company Group, provide services of any kind (whether medical, administrative, or otherwise, and whether as a partner, advisor, consultant, employee, contractor or otherwise) for any person or entity engaged in, or planning to engage in, the Business (as defined below), within the Geographic Area (as defined below) and (i) which involves the same or similar types of services you performed for the Company Group at any time during the last two years of your employment with the Company Group or (ii) in which you could reasonably be expected to use or disclose Confidential Information (as defined below).
For purposes of this Agreement, the term “Business” means any business or part thereof that develops, manufactures, markets, licenses, sells or provides any product or service that competes with any product or service developed, manufactured, marketed, licensed, sold or provided by the Company, in each case at any time during your employment with the Company Group, specifically including, but not limited to, Transcranial Magnetic Stimulation services and/or esketamine nasal spray therapy, whether for the treatment of depression or any other condition or affliction.
For purposes of this Agreement, the term “Geographic Area” means each city, county, state, territory and country in which (i) you provided services or had a material presence or influence at any time during the last two years of your employment or engagement with the Company, or (ii) the Company Group operates, is engaged in or has plans to engage in the Business as of the termination of your employment or engagement with the Company Group.
If the scope of any restriction contained in this Section 10 is too broad to permit enforcement of such restriction to its full extent, then such restriction shall be enforced to the maximum extent permitted by law, and you hereby consent and agree that such scope may be modified accordingly in any proceeding brought to enforce such restriction.
10.Absence of any Non-Solicitation and/or Non-Compete Agreements. In consideration for our offer of employment, pursuant to the terms and conditions of this Offer, you represent and warrant to us that you are not a party to, or bound by, any non-competition covenant that would be triggered by this employment offer.
11.Confidentiality. During your employment with Greenbrook, you will have possession of, or access to, proprietary information, information treated as confidential by the Company or its affiliates, and information not generally known to the public, concerning the Company Group, its business, its patients and its suppliers, including, without limitation; patient medical records, writings, sales literature and data, operations, reports, manuals, financial statements, financial data and information, business plans, contact persons, prices, pricing lists and policies, inventory lists, wages, arrangements with suppliers or product information programs, systems, software, source code, object code, algorithms, formats, formulas, data bases, electronically stored or compiled data, plans, projects, designs, methodologies, service marks, procedures, technology, concepts and techniques, know-how, ideas, advances over general common knowledge, copyrights, trade secrets or other materials embodying trade secrets, managerial or business information of the Company Group. All such information is referred to collectively as “Confidential Information”. You hereby acknowledge that the disclosure of any Confidential Information to a person or entity other than the Company or any of its affiliates or to the general public would be highly detrimental to the interests of the Company Group.
