Leader's Compensation Agreement
This Compensation Agreement is made as of [month, date, year]
[Full Name of Leader], [address] (“First Name, Surname”);
Green Party of Canada Fund, a not-for-profit corporation incorporated under the Canada Not-for-profit Corporations Act with offices at 116 Albert Street, suite 812, Ottawa, Ontario K1P 5G3 acting in its capacity as the Chief Agent of the Green Party of Canada (the “Fund”).
- The Green Party of Canada (“GPC”) is a registered political party under the Canada Elections Act;
- The Leader of the GPC is a party functionary;
- GPC members have elected First Name, Surname as “Leader”;
- Federal Council has agreed that the Fund shall compensate First Name, Surname for performing the duties of Leader until the termination of this Compensation Agreement; and
- The Fund shall pay First Name, Surname the remuneration set out below.
It is agreed that:
- Responsibilities: On June 14, 2022 Federal Council approved the Job Description set out in the Annex to this Compensation Agreement. First Name, Surname agrees to be bound by the Job Description, as well as any amendments to the Job Description made from time to time by (a) Federal Council motion or (b) GPC members at a general meeting.
- Remuneration: For the duration of this Compensation Agreement, First Name, Surname shall be paid a maximum of $120,000 annually, inclusive of taxes. First Name, Surname acknowledges that the fee is a gross fee and that the Fund will not be deducting and remitting income tax or other statutory amounts on behalf of First Name, Surname.
- Expenses: First Name, Surname acknowledges that the Fund, as Chief Agent of the GPC, is responsible for approving and paying pre-approved, reasonable expenses. The Fund is also responsible for determining the nature of expense reports. Federal Council determines the nature of the expenses that the Fund will approve.
- Independent contractor: In relation to the performance of First Name, Surname’s obligations under this Agreement, First Name, Surname is an independent contractor with the Fund and not:
an employee of the Fund or the Green Party of Canada;
an agent of the Fund or the Green Party of Canada; or
a person with the authority to bind the Fund or the Green Party of Canada to legal contracts or any other legal obligations.
First Name, Surname must not act or purport to act contrary to this section. In particular, First Name, Surname must not purport to negotiate contracts or approve expenses on behalf of the Fund or the Green Party of Canada.
- Performance review: First Name, Surname agrees that the review of First Name, Surname’s performance as Leader is the responsibility of Federal Council. Federal Council may delegate that responsibility to an individual or individuals, as appropriate.
- The term of this Compensation Agreement begins on the date of its execution and continues until (a) such time as Federal Council advises the Fund, by written notice, to terminate the contract, or (b) the date of the election of First Name, Surname as a Member of Parliament. First Name, Surname will not receive any remuneration beyond the date that the Compensation Agreement is terminated.
- Support services: First Name, Surname acknowledges that a purpose of the Fund is to support activities of the GPC and the Leader by engaging employees, contractors, functionaries, and volunteers, as well as providing other services such as information technology services. It is agreed that First Name, Surname is entitled as Leader to draw on these support services. However, the extent of those services, the manner in which those services are delivered, and the oversight of any such services is a matter for discussion and planning between Federal Council, the Fund and First Name, Surname.
- No Conflicting Obligations or Conflicting Interests: In entering into this Compensation Agreement, the Fund is relying on First Name, Surname’s representation that First Name, Surname is not in breach of any non-disclosure, proprietary rights, or non-competition covenants, or any other covenant in favour of any other person or organization. Further, First Name, Surname agrees not to provide any services to any person or organization in circumstances which, in the reasonable opinion of Federal Council, could give rise to such a breach or to any conflict of interest.
- Confidentiality: In the performance of this Agreement, First Name, Surname will acquire knowledge of the operations, processes, documents, and other confidential information of both the GPC and the Fund. First Name, Surname will not use or disclose, either during or after the term of this contract, confidential information of any kind which in good faith and good conscience ought to be treated as confidential, and which relates to the GPC or the Fund’s operations, employees, members, functionaries or Federal Council without the prior written consent of the Fund. First Name, Surname must make reasonable security arrangements to protect confidential information from unauthorized access, collection, use, disclosure, alteration or disposal.
- Return of Property: Upon any termination of this Compensation Agreement, First Name, Surname must at once deliver or cause to be delivered to the Fund all data, equipment (including computer, external hard drives, telephone and mobile/smartphone/tablet computer), books, documents, effects, money, credit cards, security or other properties belonging to the Fund or for which the Fund is liable to others, which are in the possession, charge, control or custody of First Name, Surname.
- Entire Agreement: First Name, Surname agrees that this Compensation Agreement is the entire agreement between the parties and replaces all prior agreements or understandings. First Name, Surname further agrees that no other compensation agreement exists between First Name, Surname and (a) the GPC or (b) the Fund. In particular, there is no term, condition, warranty or representation, collateral or otherwise, that may govern the contractual relationship between First Name, Surname, the GPC or the Fund, other than those contained in this Compensation Agreement. Without limiting the foregoing, this paragraph includes any term, condition, warranty or representation in the Green Party of Canada constitution. Any modifications or amendments to this Compensation Agreement shall be made in writing and signed by both parties.
- Independent Legal Advice: First Name, Surname acknowledges that they have read and understood this Compensation Agreement, and have been given an opportunity to seek independent legal advice with respect to its terms.
- Assignment: First Name, Surname shall not assign this Compensation Agreement, in whole or in part, under any circumstances.
- Severability: If any section, subsection, paragraph or sub-paragraph of this Compensation Agreement is found to be void or unenforceable in any legal proceeding, said provision shall be deemed to be severed from the remainder of this Compensation Agreement for the purposes only of the particular proceeding. The Compensation Agreement shall, in all other respects, continue in full force and effect.
- Dispute Resolution: In the event of any dispute between the parties arising out of or in connection with this Agreement, the following dispute resolution process will apply unless the parties otherwise agree in writing:
- the parties must initially attempt to resolve the dispute through collaborative negotiation;
- if the dispute is not resolved through collaborative negotiation within 14 business days of the collaborative negotiation starting, the parties must attempt to resolve the dispute through mediation; and
- if the dispute is not resolved through mediation within 28 business days of the commencement of mediation the dispute must be resolved, consistent with paragraph 16 below, in the appropriate forum.
- Governing Law: This Compensation Agreement shall be governed by and interpreted in accordance with applicable laws of the province of Ontario and the federal laws of Canada. The parties hereby irrevocably attorn to the jurisdiction of the courts of Ontario.