LB204 - Session 10 - Employment Agreement

Background
You are an associate at a major commercial law firm in
Bangkok, Big Law Co., Ltd. Your boss is a Senior Partner
called Chuck McGill. You receive an email from him with
the following instructions:

“Hi, great work on that Trademark licence! That was a nice

big of work, and I am so impressed with how quickly you are
able to get to grips with all these different types of work. In fact,
your versatility will come in handy on the next job. Know
anything about employment law?
As you probably remember from that Hire of Machinery
Agreement we did a few weeks ago, Palladium Co., Ltd
(registered address 106 Dokmai Road, Bang Phli, Bangkok 10920)
make bottles and things for the beverage industry. They want to
significantly upgrade all their processes and systems and take
advantage of automation. It’s all the rage these days: I shouldn’t
be surprised if your job was taken by a robot in a few years time,
lol!
Anyway, they want to employ a few foreigners who have
experience with automation to help them transition, and they
want us to draft an employment agreement for the first of them,
in English. I think they will use this as a template for other
foreigners they will employ in the future, so we should make it
as good and comprehensive as possible.
The details of the employee and the terms they have
offered him are as follows: Craig Kettleman: Unit 1504, The
Resistance, Soi 58 Sukhumvit Road, Bangkok 10280. His job title
will be an instrumentation and automation technician. He will
start work on 1 May 2020 and his salary will be 44,000 per
month. His work days and times are Mon-Fri, 8:30-4:30, 1 hour
lunch break. He will get 20 days’ paid holiday per year.
That associate who recently left sent a draft standard
English language employment contract to Palladium, just before
they left the firm. Palladium have a few questions on it, which I
will send through. Answer their questions when you send back
the new draft. I’ll call them later and see what they think - we
might need to include other bits and pieces. I’ll let you know.
Thanks!
Chuck”
 Employment Agreement - Exercises

Instructions
Use the precedent on the following page to complete
the exercises below. Make amendments by marking up
by hand, using the conventions discussed in the first
week of the course.

Exercise 1
Chuck has passed on Palladium’s questions about the
draft employment agreement as follows:
1. How long does the agreement last, and how is it
terminated?
2. Can we ask Craig to do other types of work?
3. Can Craig work for other companies at the same
time?
4. What are the obligations on Craig about
disclosure of our confidential business information?
5. What happens to confidentiality obligations and
any of Craig’s notes/process designs etc. after the
agreement is terminated?

Insert the details from Chuck’s email into the draft

agreement and answer Palladium’s questions
Exercise 2
Chuck emails you after he has spoken to Palladium. The
relevant parts of his email are as follows:

“We need to include a 12 week probationary period. This

probationary period can be extended, if Palladium wishes to
further assess Craig’s capability or suitability. To do this,
Palladium should notify Craig in writing. During probation,
Palladium may terminate the employment without giving reason
or any notice period. They also shouldn’t have to pay any
compensation (unless the law requires them to do so).
Palladium will want some further specifics about Craig’s
place of work and his travel, as they will likely need him to
travel to different factories to train staff. We should state clearly
that his normal place of work is Palladium’s registered address,
but that he will work at Palladium’s other sites whenever
required to do so. Also we should be clear that he may be
required to travel and accept temporary or permanent postings,
in other parts of the country or abroad - wherever Palladium
(reasonably) requires.
Finally, we need to include some more detail about
vacation. First, we need to make clear that during the first year
of Craig’s employment, his vacation time will accrue evenly
each complete month. So, after 6 months, for example, he will
be entitled to take 10 days’ holiday. Second, unused vacation
can’t be carried forward from one year to the next, and no
payments will be made if Craig taken his full vacation
entitlement for the year. Use it or lose it!”
Amend the draft agreement to incorporate the new
information

Exercise 3
After seeing the next draft, Chuck calls you with some
final comments. Your notes of your conversation are as
follows:

“We need some more detail concerning the standard of

work and disciplinary action.

First, Craig should agree to conduct himself in compliance

with laws, regulations etc. This should include current rules etc.,
but also those that are made later. Should include Palladium’s
internal rules and regulations.
Second, we need some more detail about dismissal in cases
of misconduct or incompetence. In serious cases, the employee
should be dismissed without any notice or warning first. In other
cases of misconduct/incompetence, there should be an oral
warning for a first offence, a written warning for a subsequent
offence, and then dismissal. During investigations of alleged
misconduct/incompetence, suspension without pay - but if
found to be not at fault, then should be paid for the period of
suspension.
Also, we should include an agreement by Craig to be
examined by a general medical practitioner or specialist chosen
by Palladium. Palladium will pay. Should consent to
examination to check his health and fitness for work when the
company runs medical screening or health surveillance in
connection with its duties for employee work health and
safety.”

Amend the draft agreement to incorporate the new

information
 Employment Agreement

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made on ____________

between

Parties

(1) [●] (the “Company”); and

(2) [●] (the “Employee”).

IT IS HEREBY AGREED as follows.

1. Definitions

In this Agreement, the following words and phrases shall have the following
meanings unless the context otherwise requires:

Business Day Any day on which banks are open for business in
Thailand
Commencement Date [●]

2. Engagement and term of employment

2.1 The Company shall employ the Employee and the Employee shall serve the
Company as a [●], for which role the Company shall pay to the Employee the
sum of [●], to be paid on the last Business Day of each calendar month.

2.2 The Employee’s employment shall continue from the Commencement Date until
terminated in accordance with the terms of this Agreement.

2.3 The Employee’s employment may be terminated by either party with prior
written notice of the following periods:

2.3.1 by the Employee, with at least one month’s notice in writing to the
Company; and

2.3.2 by the Company, with at least three months’ notice in writing to the
Employee

3. Scope, place and hours of work

3.1 The Employee’s job title does not define or limit the work for which the
Employee is employed, and the Employee may be required to do any work
within his or her capacity which the Company from time to time requires
 including transfers between departments and work for the Company’s
subsidiary, holding or other associated companies.

3.2 The Employee’s normal hours of work will be [●]. The Employee will work such
additional hours at such times as are reasonably necessary for the performance
of his or her duties. The Employee will not be entitled to receive any additional
remuneration for work performed outside of his or her normal hours.

4. Vacation

4.1 The vacation year is from 1 January to 31 December.

4.2 The Employee is entitled to take [●] days paid vacation in each year. The days
are to be taken at times agreed at least one month in advance by the Company.
The Company reserves the right to refuse a particular time of vacation if it
conflicts with vacation times reserved by other employees and the Company
would lack cover in the relevant period.

4.3 If the Employee’s employment ends during a vacation year, the Employee will
not be entitled to any payment in lieu of vacation days (if any) not taken in that
vacation year but will not be required to make any refund in respect of vacation
days taken in that year in excess of his or her accrued entitlement.

5. Standard of work, regulations and disciplinary action

5.1 The Employee must devote the whole of his or her time, attention and skill in his
or her working hours to the business and interests of the Company in a proper
and efficient manner and use his or her best endeavours to develop, maintain
and extend that business and act loyally and faithfully to the Company.

5.2 The Employee may not directly or indirectly carry on or assist in carrying on or be
employed or engaged in any other business or work of any kind except with the
written consent of the Company.

5.3 The Employee must not use or otherwise turn to his or her advantage knowledge
of or any connection with any of the customers or suppliers to the Company so
as to take any direct or any indirect advantage of the business and other
connections of the Company except for its advantage.

6. Confidentiality

6.1 In this Clause 6, “Confidential Information” means all confidential information

relating to the organisation, finances, processes, specifications, methods,
designs, formulae, technology and business activities of and concerning the
Company and its customers and suppliers.
6.2 Except as authorised or required by his or her duties, the Employee shall keep
secret and shall not use or disclose and shall use his or her best endeavours to
prevent the use or disclosure by or to any person of any of the Company’s
Confidential Information which comes to his or her knowledge during his or her
employment.

6.3 The restriction in Clause 6.2 shall apply during and after the termination of the
Employee’s employment without any time limit but shall cease to apply to
information or knowledge which the Employee establishes has become public
knowledge otherwise than through any unauthorised disclosure or other breach
on his or her part of that restriction.

6.4 All records in any medium (whether written, computer readable or otherwise)
including accounts, documents, drawings and private notes about the Company
and all copies and extracts of them made or acquired by the Employee in the
course of his or her employment shall be the property of the Company, used for
the purpose of the Company only, returned to the Company at any time on
demand, and returned to the Company without demand on termination of the
Employee’s employment

6.5 This Clause 6 shall survive the termination of this Agreement.

[Boilerplate]
[Signatures]