EMPLOYMENT AGREEMENT 
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by and between , a corporation incorporated under the laws of Canada with registered office address at 510-1869 Upper Water St, Halifax, NS, B3J 1S7 (the "Employer") and Wanda Brown, currently residing in Halifax, Nova Scotia (the "Employee").

WHEREAS the Employer desires to employ the Employee on the terms and conditions set forth herein and the Employee desires to be employed by the Employer on such terms and conditions.

NOW, THEREFORE, for the consideration set forth herein, the parties agree as follows:

Employment.
The Employee will be employed for a fixed period, beginning on • and ending automatically on • (the "Term").
 Employment may be renewed under the terms of this Agreement, including the terms of any documents incorporated herein by reference, if the parties agree to such renewal, in writing, prior to the expiry of the Term.
The Employee shall be employed by the Employer as •. The Employee's duties are set out in the job description, attached as Appendix A, and may be amended by the Employer from time to time. 
During the Term of the employment, the Employee shall serve the Employer with honesty, good faith and fidelity and shall use the Employee’s best efforts to promote the interests of the Employer. The Employee will perform the Employee’s duties in accordance with the rules, policies and guidelines of the Employer and those of the client for whom the Employee will be providing services on behalf of the Employer.
During the Term of the employment, the Employee shall diligently perform all duties associated with the employment position and comply with all reasonable and lawful directions given by the Employer to the Employee.
The Employee warrants and represents that the performance of the terms of this Agreement and the employment of the Employee with the Employer do not and will not breach any confidentiality, non-competition, non-solicitation or proprietary rights agreement entered into by the Employee with any third party prior to the Employee's employment with the Employer.
Reasonable changes in position, responsibilities, salary or benefits, Employer policies, procedures and directives pertaining to the employment conditions may be implemented by the Employer from time to time and will not invalidate any provision in this contract nor be deemed to be a constructive or actual dismissal.
Remuneration. 
The Employee will be paid $25 per hour, based on a 35.5-hour work week, less applicable statutory withholdings and deductions. The Employee's salary will be paid on a biweekly basis in arrears, or in such other manner as the Employer may determine, by direct deposit. 
The Employee is entitled to any group benefits plan.
The Employee is entitled to 10 days paid vacation during the Term.
The vacation days can not be carried over and any unspent vacation days are nulled by December 31th of every year.

Termination. 
The Employer may terminate the employment of the Employee at any time for just cause, without prior written notice or compensation of any kind except accrued compensation and any minimum payments or other entitlements required in the circumstances by Nova Scotia’s Labour Standards Code. The term "just cause" includes a material breach of the provisions of this Agreement, such as material inducement pursuant to Section 8 of this Agreement, and any action or omission that may constitute just cause at common law.
The Employer may terminate the employment of the Employee at any time, without just cause, upon providing the Employee with only the amounts required by the Labour Standards Code for notice or pay in lieu of notice and any other payments or entitlements that are required by the Labour Standards Code.
Successors and Assigns. This Agreement enures to the benefit of the Employer and its respective affiliates, subsidiaries and parent companies and each of their respective successors. This Agreement is personal to the Employee and shall not be subject to voluntary or involuntary assignment or transfer by the Employee. 
Intellectual Property
The Employee agrees that the Employer acquires, by virtue of its relationship with the Employee, all intellectual property rights to any and all inventions, processes, procedures, systems, discoveries, designs, configurations, technology, works of authorship (including but not limited to computer programs and integrated circuit drawings and designs), trade secrets and improvements (whether or not patentable, whether or not they are made, conceived, or reduced to practice during working hours or using the Employer’s data or facilities) (collectively, the “Inventions”).  Included are those Inventions which the Employee makes, conceives, reduces to practice, or otherwise acquires during the Employee’s employment with the Employer (either solely or jointly with others), and which are related to the Employer’s present or planned business, services or products.  The Employee will, without further consideration, disclose immediately any and all Inventions to the Employer or to any other person designated by the Employer to receive such information.
All Inventions shall be the sole property of the Employer and shall at all times and for all purposes be regarded as acquired and held by the Employee in a fiduciary capacity for the sole benefit of the Employer.  If and to the extent the Employee may, under applicable law, be entitled to claim any ownership interest in the materials, reports, and other data or materials generated or developed under this Employment Agreement, the Employee hereby transfers, grants, conveys, assigns, and relinquishes exclusively to the Employer all of the Employee's right, title, and interest in and to such materials, under patent, copyright, trade secret, and trademark law, in perpetuity or for the longest period otherwise permitted by law.
All Inventions that consist of works of authorship capable of protection under patent, trademark or copyright laws shall be prepared by the Employee as works made for hire, with the understanding that the Employer shall own all of the exclusive rights to such works of authorship under the Canadian patent, trademark or copyright laws and all international patent, trademark or copyright conventions and foreign laws.  The Employee hereby assigns to the Employer, without further compensation, all such Inventions and any and all patents, copyrights, trademarks, trade names or applications therefore, in , the , and elsewhere, relating thereto.  The Employee shall assist the Employer in obtaining, modifying, defending, transferring and enforcing for its own benefit patents and copyright registrations on such inventions in all countries.  Upon request, the Employee shall execute all applications, assignments, instruments and papers and perform all acts, such as the giving of testimony in the interference proceedings and infringement suits or other litigation, necessary or desired by the Employer to enable the Employer and its successors, assigns and nominees to secure and enjoy the full benefits and advantages of such Inventions.
The provisions of this Section shall apply to any Inventions following the termination of the Employee’s employment with the Employer, if and to the extent that the Invention results from any work for the Employer, any use of the Employer’s premises or property, or any use of the Employer’s Confidential Information (as defined in Section 6.1 below).
Confidentiality
The Employee acknowledges that the Employee has and will acquire information about certain matters and things which are confidential to the Employer, and which confidential information and trade secrets are the exclusive property of the Employer, including, but not limited to, all information with respect of: existing and contemplated businesses, sales, products, technology, manufacturing techniques, engineering processes, formulae, marketing, sales methods, technical service expertise, employees, lists of actual or potential customers, actual  and potential customer usage and requirements, business and financial records, proprietary knowledge and data, trade secrets and confidential methods of operations as they may exist from time to time and which relate to the business of  the Employer as conducted or planned, or of entities with which the Employer is or is expected to be affiliated with during such periods (collectively, the “Confidential Information”).
The Employee acknowledges that the Confidential Information could be used to the detriment of the Employer.  Accordingly, the Employee agrees to treat confidentially all such information and to not, for any reason whatsoever, use for the Employee’s own purpose or disclose any such information to any third party at any time either during or after the Employee’s employment with the Employer.
Sections 6.1 and 6.2 must survive termination of this Agreement.
Upon termination of the Employee’s employment with the Employer for any reason, or at any other time that the Employer may request, the Employee shall promptly deliver to the Employer any Confidential Information in the Employee’s possession, and any originals or copies of any books, papers, sketches, plans, customer or client contracts, customer lists, files, computer programs and data bases, books of account, notes and other documents and data, or other writings, tapes, or records concerning, relating to or owned by the Employer, regardless of form, format or media, which were made, compiled or maintained by or in the possession of the Employee.  All of these items shall be and remain at all times the property of the Employer.
Non-Competition and Non-Solicitation
The Employee acknowledges that the Employee has and will become familiar with the proprietary aspects of the business of the Employer, including its Confidential Information, and agrees that during the Employee’s employment and for a period of six (6) months from the date of termination of this Agreement, for any reason whatsoever:
the Employee will not for themselves, or on behalf of any other person, contact any supplier, client or entity involved in a strategic relationship with the Employer, directly or indirectly, or aid, abet or assist any other person or entity in contacting any supplier, client or entity involved in a strategic relationship with the Employer, for the purpose of initiating, engaging in or furthering Competition with the Employer, where Competition is defined as the business, conduct or activity engaged in or planned by the Employer, or its subsidiary, during and at the time of termination of the Agreement; and
the Employee shall refrain from soliciting any employee to terminate the Employee’s employment or from hiring any employee of the Employer or any of its subsidiaries,
and during the Employee’s employment and for a period of six (6) months from the date of termination of this Agreement, for any reason whatsoever:
the Employee shall not accept employment with or directly or indirectly organize or participate in the organization of any firm, partnership, limited partnership, association, syndicate, corporation with or without share capital, joint venture, sole proprietorship or other business entity in the Territory (as defined below) if such entity is engaged or to be engaged in the business, conduct or activity that relates to the development, marketing and/or sale of data masking software,  or other similar software and/or software related services being performed or contemplated by the Employer from time to time during the term of this Agreement.
the Employee shall not, directly or indirectly, either individually or as an employee, consultant, partner, owner, officer or stockholder, or in any other capacity whatsoever with respect to any person or entity in the Territory, except as a shareholder for investment purposes holding less than a 5% interest in a corporation whose shares are traded on a securities exchange or on an over-the-counter market, engage in or aid, assist or abet others in engaging in any business, conduct or activity that relates to the development, marketing and/or sale of data masking software, or other similar software and/or software related services being performed or contemplated by the Employer from time to time during the term of this Agreement.
"Territory" in this Section 7 means any country in which the Employer, or its subsidiaries, carry on or is contemplating carrying on business at the date of termination of this Agreement.
Acknowledgement of Material Inducement
The Employee understands and agrees that the restrictions and covenants contained in Sections 5, 6, and 7 hereof constitute a material inducement to the Employer to enter into this Employment Agreement and to employ the Employee, and that the Employer would not enter into this Employment Agreement absent such inducement.  The Employee agrees that the restrictions and covenants contained in these paragraphs shall be construed independent of any other provision of this Employment Agreement, and that the existence of any claim or cause of action by the Employee against the Employer, whether predicated under this Employment Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of the said restrictions and covenants contained in these paragraphs.
General Terms.
The paragraphs of this Agreement are separate and distinct covenants, severable from each other. If a covenant is determined to be invalid or unenforceable, such invalidity or unenforceability shall apply to the covenant only to the extent of that invalidity or unenforceability and shall not affect the validity or enforceability of any other covenant.
For the purposes of this Agreement, words in the singular include the plural, words in the plural include the singular, words importing the use of any gender include all genders where the context or party referred to require, and the rest of the provision is to be construed as if the necessary grammatical and terminological changes had been made.
The headings in this Agreement identifying various sections, paragraphs, subsections and clauses are inserted for convenience or reference only and are in no way intended to describe, interpret, define, affect the construction of or limit the scope, extent or intent of this Agreement or any provision of this Agreement.
This Agreement and any attachments or schedules hereto constitute[s] the entire agreement of the parties hereto and supercedes all prior agreements and understandings, both written and oral, with respect to the subject matter hereof and may be modified and amended only in writing, signed by both parties, unless otherwise specified within this Agreement. Any amendment to this Agreement must be in writing and executed by both parties. No waiver of any provision in this Agreement shall be deemed or constitute a waiver of any other provision.
All dollar amounts specified herein are in Canadian Dollars unless otherwise indicated.
The laws of Nova Scotia shall govern this Agreement, and the parties agree to the jurisdiction of the courts of Nova Scotia in relation to the enforcement of this Agreement. 
Nothing in this Agreement shall be interpreted so as to limit any obligations owing by the Employee to the Employer as a matter of common law. 
Any waiver by any party, whether express or implied, of any breach of any term, covenant or condition of this Employment Agreement shall not constitute a waiver as to any subsequent breach of the same or of any other term, covenant or condition thereof. Failure of a party to declare any breach upon the occurrence thereof, or any delay by any party in taking action with respect to any breach, shall not waive any such breach.
Independent Legal Advice. The Employee acknowledges that the Employee has obtained or has had ample opportunity to obtain independent legal advice in connection with this Employment Agreement, and further acknowledge that the Employee has read, understands, and agrees to be bound by all of the terms and conditions contained herein and that the Employee has received a copy of same.

IN WITNESS WHEREOF, the Employee, Wanda Brown, has executed this Agreement on August 2, 2021 in Halifax, Nova Scotia.


IN WITNESS WHEREOF, the Employer, GALAXIA Mission Systems Inc., by its duly authorized representatives, has executed this Agreement on August, 2021 in Halifax, Nova Scotia.


Appendix A – Job Description