Financial Advisor Non Solicitation Agreement for Canada

Financial Advisor Non Solicitation Agreement Template for Canada

A comprehensive legal agreement used in the Canadian financial services sector to protect financial institutions' client relationships and confidential information when engaging with financial advisors. The document establishes clear parameters around post-employment restrictions on client solicitation, ensuring compliance with provincial securities regulations, privacy laws, and employment standards. It includes specific provisions for duration, geographical scope, and permitted activities while maintaining alignment with Canadian regulatory requirements and common law principles regarding restrictive covenants.

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What is a Financial Advisor Non Solicitation Agreement?

The Financial Advisor Non-Solicitation Agreement is a critical document used by Canadian financial institutions to protect their legitimate business interests when hiring financial advisors who will have access to valuable client relationships and confidential information. This agreement becomes particularly important in the context of Canada's highly regulated financial services industry, where client relationships represent significant business value and are subject to various regulatory requirements including provincial securities laws and IIROC regulations. The document typically includes specific provisions regarding the scope of restricted activities, duration of restrictions, geographical limitations, and confidentiality obligations, all while ensuring compliance with Canadian employment law principles regarding reasonable restrictive covenants. It's designed to balance the employer's need to protect client relationships with the advisor's right to earn a living in their profession.

What sections should be included in a Financial Advisor Non Solicitation Agreement?

1. Parties: Identification of the employer/firm and the financial advisor, including their respective addresses and legal status

2. Background: Context of the agreement, including the advisor's role and access to confidential information and client relationships

3. Definitions: Key terms including 'solicitation', 'clients', 'confidential information', 'competing business', and 'restricted period'

4. Scope of Non-Solicitation: Detailed description of prohibited solicitation activities, including both direct and indirect approaches to clients

5. Duration and Geographic Area: Specific timeframe and geographical boundaries for the non-solicitation restrictions

6. Client Protection: Provisions regarding existing client relationships and handling of client information post-employment

7. Confidentiality Obligations: Requirements for maintaining confidentiality of client information and business secrets

8. Acknowledgment of Reasonableness: Advisor's acknowledgment that restrictions are reasonable and necessary

9. Return of Property: Obligations regarding return of client files, contact lists, and other company property

10. Breach and Remedies: Consequences of violation and available remedies including injunctive relief

11. Survival: Provisions that continue after employment termination

12. Governing Law: Specification of applicable Canadian provincial law and jurisdiction

13. General Provisions: Standard clauses including severability, entire agreement, and amendments

What sections are optional to include in a Financial Advisor Non Solicitation Agreement?

1. Garden Leave: Provisions for paid leave during notice period to protect client relationships, used when immediate departure poses high risk

2. Client Communication Protocol: Procedures for communicating departure to clients, included when advisor has significant client contact

3. Compensation during Restriction: Terms of any payment during the restricted period, used when offering consideration for non-solicitation

4. Recruitment Restrictions: Additional provisions preventing recruitment of other employees, used for senior advisors

5. Dispute Resolution: Alternative dispute resolution procedures, included when parties prefer mediation/arbitration over litigation

6. Training Cost Recovery: Provisions for recovering training investments, included when significant training costs are involved

What schedules should be included in a Financial Advisor Non Solicitation Agreement?

1. Schedule A - Protected Client List: List of specific clients covered by the non-solicitation provisions

2. Schedule B - Restricted Activities: Detailed description of specific activities considered as solicitation

3. Schedule C - Compensation Details: Details of any compensation during restriction period if applicable

4. Appendix 1 - Confidential Information: Comprehensive list of types of confidential information covered

5. Appendix 2 - Compliance Requirements: Specific regulatory and compliance obligations during and after employment

6. Appendix 3 - Return of Property Checklist: Detailed list of items and information to be returned upon termination

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Canada

Publisher

Genie AI

Document Type

Advisor Agreement

Cost

Free to use
Relevant legal definitions
Relevant Industries

Financial Services

Wealth Management

Investment Banking

Insurance

Asset Management

Private Banking

Investment Advisory

Financial Planning

Securities Trading

Portfolio Management

Relevant Teams

Legal

Compliance

Human Resources

Wealth Management

Private Banking

Investment Advisory

Portfolio Management

Risk Management

Operations

Client Services

Regulatory Affairs

Relevant Roles

Financial Advisor

Investment Advisor

Wealth Manager

Portfolio Manager

Investment Consultant

Financial Planner

Private Banker

Relationship Manager

Senior Financial Consultant

Investment Representative

Wealth Planning Specialist

Client Relationship Officer

Investment Counselor

Securities Broker

Financial Services Representative

Industries
Securities Act (Provincial): Regulates securities trading and provides framework for financial advisor obligations and client relationships. Each province has its own Securities Act.
Personal Information Protection and Electronic Documents Act (PIPEDA): Federal privacy law governing the collection, use, and disclosure of personal information in commercial activities, crucial for handling client data in non-solicitation contexts.
Investment Industry Regulatory Organization of Canada (IIROC) Rules: Self-regulatory organization rules governing investment dealers and trading activity in debt and equity markets, including conduct rules for financial advisors.
Common Law Principles on Restrictive Covenants: Case law establishing principles for enforcement of non-solicitation agreements, including reasonableness of duration, geographic scope, and scope of restricted activities.
Competition Act: Federal legislation that may impact the scope and enforceability of non-solicitation provisions, particularly regarding anti-competitive practices.
Provincial Employment Standards Acts: Provincial laws governing employment relationships and potentially affecting the enforceability of restrictive covenants in employment contracts.
Mutual Fund Dealers Association (MFDA) Rules: Regulatory requirements for mutual fund dealers and their representatives, including obligations regarding client relationships and business conduct.
Canadian Charter of Rights and Freedoms: Constitutional document that may affect the interpretation and enforceability of restrictive covenants in relation to mobility rights and freedom to work.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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