ASSIGNMENT OF CONTRACT RECEIVABLES
FOR VALUE RECEIVED, the undersigned Assignor hereby assigns, transfers
and sets over to (Assignee) all rights, title and interest held by the
Assignor in and to the following described contract
The Assignor warrants and represents that said contract is in full
force and effect and is fully assignable.
The Assignee hereby assumes and agrees to perform all the remaining
and executory obligations of the Assignor under the contract and
agrees to indemnify and hold the Assignor harmless from any claim or
demand resulting from non-performance by the Assignee.
The Assignee shall be entitled to all money remaining to be paid
under the contract, up to 4000.00 which rights are also assigned hereunder.
The Assignor warrants that the contract is without modification, and
remains on the terms contained.
The Assignor further warrants that it has full right and authority to
transfer said contract and that the contract rights herein transferred
are free of lien, encumbrance or adverse claim.
This assignment shall be binding upon and inure to the benefit of the parties, their successors and assigns.
Signed this day day of month, year.
____________________________ ____________________________
Assignor Big Ben Inc Assignee - Jettison
Jettison cannot terminate a commercial lease (a lease for a storage facility is a commercial lease) before the lease term is over without facing liability unless there is a provision in the lease which allows for early termination. Commercial leases are usually leases for duration of years, such as 5 years, called a fixed term lease. Here, the fixed term was for two years. A tenant, such as Jettison who agrees to a fixed term lease must meet all of the obligations under the lease until the lease ends. This is so, even if the business fails or the premises are vacated. The fact that there was a side deal with respect to snowmobiles is irrelevant because it was not in writing (Of course, at a legal proceeding, it is always worth raising the issue so that damages may be reduced). The only way to break this lease without incurring damages is if there is a break lease clause within the lease the parties have agreed to modify the terms of the lease with respect to the term of the lease the lease is assigned (in which case someone else takes over the lease or if there has been a breach of the lease by either party.
Additionally, in a commercial lease, because damages can be difficult to assess, there is usually a liquidated damages clause which specifically details the remedies available to the person who is damaged as a result of the termination of the lease. Usually the liquidated damages is a set sum of money. Here, the lease is not specific as to the liquidated damages and as such Jettison may be forced to pay the balance of the lease. A commercial lease also usually specifies what venue the dispute will be resolved in and also provides for attorneys to be paid by the breaching party. Finally, commercial leases often provide for acceleration of any other obligations that the breaching party may have. The breaching party may well be forced to perform the other duties under the lease at the time of the breach.
Sara Student should ask for a letter of intent, which will stop the prospective employer from hiring other people during seven days that she is considering the offer. Further, she should ask for an employment contract which will not only cover her duties but also cover her rights as well. If she does not get a contract, then she runs the risk of becoming an at will employee and as the term implies, she may be fired at the whim of the employer. Furthermore, she would also be obligated to sign a covenant not to compete clause which is typical in an employment contract because it insures that Sara will not share trade secrets with a competitor. Accordingly, below is the type of employee contract that she would be presented with.
THIS AGREEMENT, made as of the ____ day of ____ , 2009.
Between Big Bucks., a company incorporated pursuant to the laws of the state of_______________
(hereinafter referred to as the Employer) OF THE FIRST PART-- and -- Sara Student, of the City of __________ in the state of _____
(hereinafter referred to as the Employee) OF THE SECOND PART
WHEREAS the Employee and the Employer wish to enter into an employment agreement governing the terms and conditions of employment
THIS AGREEMENT WITNESSETH that in consideration of the premises and mutual covenants and agreements hereinafter contained, and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by the parties hereto), it is agreed by and between the parties hereto as follows
1. Term of Employment
The employment of the Employee shall commence the date hereof and continue for an indefinite term until terminated in accordance with the provisions of this agreement.
2. Probation
The parties hereto agree that the initial six (6) month period of this agreement is probationary in the following respects
a. the Employer shall have an opportunity to assess the performance, attitude, skills and other employment-related attributes and characteristics of the Employee
b. the Employee shall have an opportunity to learn about both the Employer and the position of employment
c. either party may terminate the employment relationship at any time during the initial six month period without advance notice or justifiable reason, in which case there will be no continuing obligations of the parties to each other, financial or otherwise.
3. Compensation and Benefits
In consideration of the services to be provided by him hereunder, the Employee, during the term of his employment, shall be paid a base salary in equal semi-monthly installments, in arrears, less applicable statutory deductions. In addition, the Employee is entitled to receive benefits in accordance with the Employers standard benefit package, as amended from time to time.
4. Duties and Responsibilities
The Employee shall be employed in the capacity, the current duties and responsibilities of which are set out in Schedule A annexed hereto and forming part of this agreement. These duties and responsibilities may be amended from time to time in the sole discretion of the Employer, subject to formal notification of same being provided to the Employee.
5. Termination of Employment
Subsequent to completion of the probationary term of employment referred to in paragraph 2 herein, the Employer may terminate the employment of the Employee at any time
a. for just cause at common law, in which case the Employee is not entitled to any advance notice of termination or compensation in lieu of notice
b. without just cause, in which case the Employer shall provide the Employee with advance notice of termination or compensation in lieu of notice equal to
1 month plus 2 weeks per year of completed service with the Employer, to a maximum of fifteen (15) months.
The Employee may terminate his employment at any time by providing the Employer with at least eight (8) weeks advance notice of his intention to resign.
6. Restrictive Covenant
Following the termination of the employment of the Employee by the Employer, with or without cause, or the voluntary withdrawal by the Employee from the Employer, the Employee shall, for a period of one year following the said termination or voluntary withdrawal, within the Province of Ontario refrain from either directly or indirectly soliciting or attempting to solicit the business of any client or customer of the Employer for his own benefit or that of any third person or organization, and shall refrain from either directly or indirectly attempting to obtain the withdrawal from the employment by the Employer of any other Employee of the Employer having regard to the same geographic and temporal restrictions. The Employee shall not directly or indirectly divulge any financial information relating to the Employer or any of its affiliates or clients to any person whatsoever.
7. Confidentiality
The Employee acknowledges that, in the course of performing and fulfilling his duties hereunder, he may have access to and be entrusted with confidential information concerning the present and contemplated financial status and activities of the Employer, the disclosure of any of which confidential information to competitors of the Employer would be highly detrimental to the interests of the Employer. The Employee further acknowledges and agrees that the right to maintain the confidentiality of such information constitutes a proprietary right which the Employer is entitled to protect. Accordingly, the Employee covenants and agrees with the Employer that he will not, during the continuance of this agreement, disclose any of such confidential information to any person, firm or corporation, nor shall he use same, except as required in the normal course of his engagement hereunder, and thereafter he shall not disclose or make use of the same.
8. Assignment
This agreement shall be assigned by the Employer to any successor employer and be binding upon the successor employer. The Employer shall ensure that the successor employer shall continue the provisions of this agreement as if it were the original party of the first part. This agreement may not be assigned by the Employee.
9. Severability
Each paragraph of this agreement shall be and remain separate from and independent of and severable from all and any other paragraphs herein except where otherwise indicated by the context of the agreement. The decision or declaration that one or more of the paragraphs are null and void shall have no effect on the remaining paragraphs of this agreement.
10. Notice
Any notice required to be given hereunder shall be deemed to have been properly given if delivered personally or sent by pre-paid registered mail as follows
a. to the Employee address
b. to the Employer address
and if sent by registered mail shall be deemed to have been received on the 4th business day of uninterrupted postal service following the date of mailing. Either party may change its address for notice at any time, by giving notice to the other party pursuant to the provisions of this agreement.
11. Interpretation of Agreement
The validity, interpretation, construction and performance of this agreement shall be governed by the Laws of the Province of Ontario. This agreement shall be interpreted with all necessary changes in gender and in number as the context may require and shall enure to the benefit of and be binding upon the respective successors and assigns of the parties hereto.
IN WITNESS WHEREOF the parties hereto have caused this agreement to be executed as of the 1st day of January 1992.
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