THIS AGREEMENT made the ___ day of _________, 2018.

BETWEEN:

THE WINNIPEG SYMPHONY ORCHESTRA INC.,

(hereinafter referred to as the "WSO")

- and -

DANIEL RAISKIN,

(hereinafter referred to as "Raiskin" or "Music Director")

WHEREAS the Board of Directors of the WSO (the "Board") has the power by virtue of
its Bylaw #1 to engage the Music Director of the WSO, to fix his remuneration, to confer upon
him such powers and assign to him such duties as may be deemed expedient and to fix his
tenure of office;

AND WHEREAS the WSO has agreed to contract with Raiskin for professional services
of a music director, and he has agreed to provide the services as defined in this Agreement (the
"Agreement");

NOW THEREFORE for valuable consideration, including the foregoing recitals and the
covenants and conditions herein set forth, the parties hereto agree as follows:

ARTICLE I - APPOINTMENT AND TERM

1.1 Engagement

Raiskin agrees to provide the services of a music director of the WSO (the "Music
Director") upon the terms and conditions hereinafter provided.

1.2 Relationship of the Parties (Status)

The parties acknowledge and agree that the Music Director shall be an independent
contractor to the WSO, and nothing herein contained shall be construed so as to
constitute the parties, partners, employees, agents or legal representatives of the other
nor any other legal relationship whereby one bears liability for the acts or omissions of
the other.

1.3 Term of Engagement

(a) Subject to the provisions herein set out, the engagement of the Music Director Commented [FS1]: In 1.13 (a) lijkt jaar 4 te ontbreken, klopt
shall commence on the 1st day of August, 2018 and shall continue for a period of dat wel? Gelet op de geel gemarkeerde zin denk ik dat ook
jaar 4 reeds een vooral bepaalde vergoeding zou moeten
four (4) years (the "Term"). The Term may be extended by mutual agreement of inhouden

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the parties for one (1) year, on the same terms and conditions as set out herein.
The parties will indicate whether or not they wish to exercise the option no later
than July 31, 2021, failing which the Agreement will expire on July 31, 2022. The
option year will extend the Term until July 31, 2023.

(b) This Agreement may be renewed beyond July 31, 2023, on such terms and
conditions as the parties may mutually agree upon in writing. Should the parties
wish to do so they must inform the other of their intent no later than
July 31, 2022, failng which the Agreement will expire on July 31, 2023.

1.4 Efforts of the Music Director - General

The Music Director shall use his best efforts to promote and maintain the success and
interests of the WSO during the Term and shall use such best efforts to promote the
artistic, financial and long-range planning objectives of the WSO as from time-to-time
decided and set by the Board of Directors (the "Board") of the WSO. Commented [FS2]: Heb je hierin enige vorm van inspraak?
Ik zie dat niet terug
1.5 Services of the Music Director

(a) The Music Director shall have the responsibility for carrying out such duties, and
shall have such authority, as are from time to time conferred upon him by the
Board, and as are consistent with the duties and responsibilities normally
associated with the position of music director of a symphony orchestra (the
"Duties").

(b) Without limiting the generality of the foregoing, the Music Director shall have the
authority and responsibility, jointly with the WSO, and subject to the approved
budget restrictions of the WSO as from time to time promulgated by the Board, to
carry out the duties as set out in Sections 1.6, 1.7 and 1.8 herein.

1.6 Artistic Planning Duties

The Music Director shall:

(a) provide artistic vision and guidance for the WSO, establish and implement the
artistic policies for the WSO, and be responsible for maintaining and developing
the artistic quality of the WSO and for attaining the highest possible standard of
musical performance in all programs;

(b) with the assistance of the Executive Director, select programs, guest artists and
guest conductors subject to the constraints of the WSO’s budget, such approval
not to be unreasonably withheld;

(c) subject to the terms and conditions of the WSO’s Collective Agreement with The
Winnipeg Musicians Association, and Local 190 of the American Federation of
Musicians, be responsible for the selection, development, seating, termination
and tenure of all members of the WSO. Specifically, but without limiting the
generality of the foregoing, Music Director shall (i) adjudicate auditions for
orchestra players, (ii) participate in meetings with orchestra players,
(iii) determine orchestra seating, (iv) make administrative decisions concerning
orchestra personnel including rotation and leave requests, (v) make
recommendations to the Executive Director regarding tenure, termination,

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disciplinary or other actions governed by the collective bargaining agreement,

and (vi) participate in hearings, depositions, and arbitrations; and

(d) collaborate with the Board of Directors, the Executive Director, volunteers and
other personnel in every way possible to make the WSO a highly successful
artistic endeavor and to provide artistic leadership to the WSO and the
community.

1.7 Additional Duties

The Music Director shall:

(a) participate in the promotional and public relations activities of the WSO including
but not limited to: print and electronic media interviews both in person and,
especially when away from Winnipeg, by telephone; meetings with support
organizations and community, civic, and student groups; pre-concert lectures;
articles for publication in newspapers; and development of promotional strategies
including providing helpful information to the marketing and public relations
department necessary for the effective promotion of WSO concerts;

(b) assist the Executive Director and Vice President for Development in the
cultivation and solicitation of key donors and volunteers through his presence at
meetings, receptions, benefits for other organizations, and other social events;

(c) work as a partner with the Executive Director for the benefit of the WSO and
perform his duties hereunder in cooperation with the Executive Director. Should a
vacancy in the position of Executive Director occur during the Term, Music
Director shall be a member of the WSO’s committee formed for the purpose of
conducting a search for a new Executive Director;

(d) conduct himself in a manner befitting the position of Music Director of the WSO,
acting as an advocate of the WSO and the community at all times;

(e) attend meetings of the Board of Directors and staff as requested by the
Executive Director; and

(f) direct, supervise, and assist in the preparation of edited concert recordings for
broadcast or other electronic media outlet as well as grant applications.

1.8 Associate and Assistant Conductors

The Music Director shall have the following authority and responsibility with respect to
staff conductors of the WSO:

(a) subject to the approval of the Executive Director, the selection, hiring, review,
renewal and termination of staff conductors;

(b) the supervision of staff conductors’ work during the Term;

(c) the development, jointly with the Executive Director, of staff conductors’ duties;
and

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(d) commitment to the professional and artistic growth of staff conductors as

musicians, conductors and colleagues.

1.9 Other Provisions

(a) All financial matters including wages, salaries, and working conditions of
musicians and employees, expenditures of any kind, or decisions concerning the
operation of the WSO are hereby reserved to the Executive Director. Commented [FS3]: Belangrijk is dat je met hem/haar goed
overweg kunt, want deze neemt alle zakelijke beslissingen

(b) At no time is the Music Director authorized to enter into any contract or
agreement, or to incur any financial commitment or other obligation (including but
not limited to the use of overtime), on behalf of or binding upon the WSO.

(c) Subject to the interpretation of the Executive Director, the Music Director will
adhere to and abide by applicable rules and regulations of all Unions having
jurisdiction over performances of the WSO and its ensembles.

(d) The Executive Director shall consult with and keep the Music Director abreast of
labor negotiations with The Winnipeg Musicians Association and Local 190,
American Federation of Musicians.

1.10 Agreed Rehearsal and Conducting Commitments

(a) A week shall be defined as a period of time during the season (being June 1 -
May 31 - "Season"), made up of eight (8) to ten (10) services ("Services"), as
that term is commonly used and understood in the context of the normal work
week of the orchestra (as defined by its Collective Agreement). In a Masterworks
week those eight (8) Services would be used within one (1) calendar week from
Monday through Sunday inclusive, and for some of the other community
Services, education programs, or pops program weeks, the services may be
spread out over several different week periods, but will not be more than eight (8)
to ten (10) Services.

(b) For an agreed upon week, the Music Director shall rehearse as scheduled and
conduct all concerts of the WSO during said week.

(c) In Year 1, the Music Director will conduct for thirteen (13) weeks, at times agreed
upon with the Executive Director.

(d) In subsequent years, he will conduct for a minimum of twelve (12) weeks.

(e) Further weeks/performances may be added by mutual agreement between the

WSO and the Music Director, at the standard fee for that Season, or on special
terms if appropriate and agreed.

(f) If the Music Director is unable to conduct one or more of the scheduled weeks,
for any reason not caused by the WSO, the conducting fees related to that week
will not be paid. Commented [FS4]: Ik neem aan dat je zelf een
ziektenkostenverzekering hebt

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 5

1.11 Location

In addition to the weeks required to rehearse and conduct during each Season as
specified, the Music Director shall be present in Winnipeg and devote such time as may
be necessary to carry out all of the duties and responsibilities outlined in this Agreement.

1.12 Residence

The Music Director specifically agrees to maintain residency in Winnipeg, commencing

not later than September 1, 2018, and to continue to do so during the Term of the
Agreement. Commented [FS5]: Zoals het er nu staat lijkt het erop dat je
permanent in Winnipeg moet wonen voor de duur van de
overeenkomst, dat lijkt mij niet de bedoeling. Ik zou
1.13 Fees and Benefits toevoegen: Raiskin is not under the obligation to maintain
permanent residency during the Term of the Agreement. Moet
je hier zelf voor zorgen? Of moet je iets huren waar je het hele
(a) Fees jaar voor moet betalen?

Pre-commencement: $5,000.00

Year 1:

 Music Director Fee: $50,000.00

 Weekly Rehearsal and Conducting Fee : $14,500.00

Year 2:

 Music Director Fee: $51,000.00

 Weekly Rehearsal and Conducting Fee : $15,000.00

Year 3:

 Music Director Fee: $52,000.00

 Weekly Rehearsal and Conducting Fee : $15,500.00

Years 4 and 5:

 To be negotiated at the end of Year 3.

(b) Raiskin will provide the WSO with invoices on a monthly basis. Annual fees will
be made payable to the Music Director in twenty-six (26) equal bi-weekly
payments throughout the Season as noted above. All of the above fees are
inclusive of all applicable GST.

(c) Benefits

 In lieu of health care benefits, which cannot extend to an independent

contractor, the WSO will make an additional monthly payment of
$250/month ($3,000 per year)

 Parking at MCCC.

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 6

 Cell phone allowance - $80/month.

 Four (4) tickets per concert, upon request.

1.14 Expenses

(a) Travelling Expenses

The WSO shall pay all of the Music Director’s travelling expenses from Winnipeg
in connection with any engagement of the WSO outside the Greater Winnipeg
area. Such travelling expenses shall include the reasonable cost of transportation
from Winnipeg and hotel accommodations if required, and all reasonable living
expenses. Commented [FS6]: Ik mis een reiskostenvergoeding voor
'woon-werk verkeer' Amsterdam-Winnipeg
(b) Other Expenses

i. The Music Director shall be reimbursed for all authorized out-of-pocket

expenses actually and properly incurred by him in connection with the
Music Director's duties hereunder with the WSO ("allowable expenses").
These expenses shall be paid upon presentation of a detailed accounting,
vouchers and receipts in compliance with Board approved budget
restrictions and procedure. Authorization shall be by the Board through
the Board Chair.

ii. Should the Music Director be required to attend any event in the course of
his duties, any reasonable fees and/or travel expenses for that event will
be included in allowable expenses.

iii. Should the Music Director be required to entertain for the benefit of the
WSO, the reasonable pre-approved costs of such entertainment shall be
included in the allowable expenses.

1.15 Termination

Either party may terminate this Agreement in the event of a breach by the other party of
a material obligation under this Agreement, provided that the party claiming a breach
has occurred gives the other party written notice of same and the notified party fails to
cure the default to the satisfaction of the other party, acting reasonably, within five (5)
days of receipt of notice of such breach communicated to it pursuant to the notice Commented [FS7]: Dat lijkt mij een nogal korte termijn, ik
provisions contained herein. zou denk aan tien dagen, maar is geen belangrijk issue

1.16 Termination by WSO for Cause

The WSO may at any time during the Term terminate the Agreement without notice or
pay in lieu of notice for cause. For the purposes of this Agreement, "cause" shall
include, but not be limited to:

(a) a material breach by Raiskin of any provision of this Agreement;

(b) insubordination, dishonesty, fraud, incompetence, neglect of duty, failure to

diligently and properly perform the Duties, failure to devote his time, attention,
effort and ability to his duties as required hereunder, failure to honour fiduciary

2080205\4\11513.14
 7

duties, engaging in conduct prejudicial to the WSO’s operations, business,

goodwill or reputation, immoral conduct or conviction for an offence under a
criminal statute or any act or omission which constitutes intentional misconduct
or a knowing violation of the law on the part of Raiskin;

(c) the death of Raiskin;

(d) the incapacity of Raiskin by reason of illness or mental or physical disability,

whereby Raiskin has been unable or unwilling to perform his duties under this
Agreement for six (6) consecutive months or for an aggregate of nine (9) months
in any period of twelve (12) months during the Term, provided that nothing
contained in this Section 1.16(d) shall disqualify Raiskin from any illness or
disability benefits to which Raiskin would otherwise be entitled under any private
plan of insurance he might have, or

(e) If at any time during the course of this Agreement Music Director is involved in
any situation or occurrence which subjects him to public scandal, disrepute,
widespread contempt, public ridicule, [or which is widely deemed by members of
the general public, to embarrass, offend, insult or denigrate individuals or
groups,] or that will tend to shock, insult or offend the community or public morals Commented [FS8]: Hier zou ik niet mee akkoord gaan, dit
or decency or prejudice the WSO in general, then WSO shall have the right, in its maakt je kwetsbaar voor de publieke opinie, te meer omdat dit
kan leiden tot contract beeindiging
sole discretion, to take any action it deems appropriate, including but not limited
to terminating the Agreement for cause.

1.17 Covenant of the Music Director

The Music Director agrees that he shall not accept any conducting engagement
in Winnipeg during the Term without first obtaining the written approval of the
WSO, which approval may be withheld by the WSO for any reason.

1.18 Publicity Rights

The Music Director grants to the WSO the right to use and to authorize others to use his
approved visual likeness and approved biographical material in all forms and media in all Commented [FS9]: By Raiskin or somebody else?
manner, including print, electronic (social media or otherwise) and video representations
(the "Media"), for information, marketing and promotional purposes, and to publicize and
advertise the WSO and all performances of the WSO, all without further compensation to
Raiskin, and Raiskin further waives any right to inspect or approve the finished product Commented [FS10]: Ik zou denken dat je toch wel enige
that may be created in connection therewith, provided however, that such use shall not inspraak moet hebben in het definitieve product.
include an endorsement of any party’s product or service. The WSO shall have the
world-wide right to call the Music Director its “Music Director” during the Term. The
Music Director’s name and title may, at the discretion of the WSO, appear on all printed
programs and publicity. Raiskin hereby releases WSO and saves WSO harmless, from
any reasonable expectation of privacy or confidentiality in connection with the Media,
and further waives any of his moral or personality rights which may exist at any time, in
connection with the Media. Commented [FS11]: Ik neem aan dat hier bedoeld wordt 'a
waiver towards WSO'
1.19 Recording

(a) The Music Director shall receive no extra payment or compensation for his
participation in non-commercial broadcasts from the WSO provided that the
musicians also receive no additional compensation. The terms of any commercial

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 8

recordings are subject to negotiation and agreement with Music Director. Any
commercial recordings intended for broadcast in whatever format known or not
yet known, are subject to Music Director’s prior approval.

(b) If during the Term any musical piece is given a world premier by the WSO then
the Music Director shall not record it with any other orchestra without giving the
right of first refusal to the WSO.

1.20 Immigration Status

This Agreement is subject to the Music Director being granted the documents or
authorization required by Immigration, Refugees and Citizenship Canada (or successor
department) to enter Canada under the Immigration and Refugee Protection Act (as
amended from time to time) for the purpose of being engaged by the WSO for the Term.
In the event the Music Director is not granted such documents or authorization, [which
will allow him or her to be so engaged], both the WSO and the Music Director shall be
relieved of their respective obligations under this Agreement. The Music Director and
the WSO shall both make their best efforts to obtain such documents or authorization,
but the final responsibility for ensuring legal employment status in Canada rests with the
Music Director.

1.21 Artistic Personnel

(a) The Music Director will be consulted on the appointment of any artistic staff
member, such as the VP of Artistic Operations, Personnel Manage and Librarian.

(b) The Music Director will not be entitled to hire additional artistic personnel or incur
unbudgeted expenses without prior approval of the Board.

ARTICLE II – GENERAL

2.1 Defined Terms

In this Agreement, unless there is something in the context or subject matter inconsistent
therewith, the following words and expressions shall have the following meanings:

(a) "Business Day" means a day other than a Saturday, a Sunday or a statutory
holiday;

(b) "Musician’s Association" means Local 190 of the American Federation of

Musicians of the United States and Canada;

(c) "Season" means the regular concert season of the WSO commencing with the
first rehearsal for the first concert of the WSO of one year and ending with the
last concert of the WSO of the following year.

2.2 Currency

All dollar amounts referred to in this Agreement are in Canadian funds. Commented [FS12]: Heb je nagedaacht over eventuele
valuta risico's? Als je deels in Euro's wordt betaald ligt het
risico ook bij hen

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2.3 Notices

Any notice or other communication required or permitted hereunder shall be in writing

and shall be sufficiently given to any party if mailed in Canada or the United States by
prepaid registered mail, addressed:

(a) In the case of the WSO to:

Suite 2100 – One Lombard Place

Winnipeg, MB R3B 0X3
Attention: Executive Director

With a copy to:

Pitblado LLP
2500 – 360 Main Street
Winnipeg, MB R3C 3Z3
Attention: Michael D. Kay

(b) In the case of the Music Director:

________________________

________________________

or, if personally delivered to such party or such other agent at the Music Director may
state at such address, and each party shall be entitled to specify a different address by
giving written notices as aforesaid to the other party. Subject as hereinafter provided,
any such notice sent by mail as aforesaid shall be deemed to have been given on the
seventh Business day following the date of such mailing.

No notice sent by mail at any time when a threatened or actual stoppage exists in any
post office in Canada or in the United States of America shall be effective unless and
until received.

2.4 Waiver

No waiver by any party hereto of any breach of any of the covenants, provisos,
conditions or stipulations herein contained, whether express or implied, or negative or
positive in form, by any party hereto, shall have any effect or be binding upon such party
unless the same be in writing under the authority of such party for whose benefit the
covenant, proviso, condition or stipulation was to be performed, and any waiver
whatsoever shall extend to the particular breach so waived only, and shall not limit of
affect the rights of any party hereto with respect to any other or future breach.

2.5 Indemnity

(a) Raiskin shall exonerate, indemnify and hold harmless the WSO and its
successors, officers, directors, agents, affiliates and employees from and against
any and all liability, loss, cost, expense, damages, claims, fines, penalties,
assessments or demands, on account of injuries (including death) or other losses
or damages to Raiskin, and any and all liability (in the same terms as noted

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 10

above), to the WSO, arising out of or resulting in any manner from or occurring in
connection with the performance of the Duties including but not limited to any
claims for overtime pay, vacation pay, public holiday pay, notice of termination of
employment (or termination pay in lieu of such notice), severance pay, wrongful
dismissal, constructive dismissal, unjust dismissal, mental distress, wages,
benefits, bonus, incentive compensation, disability, health, life, or other insurance
premium payments or benefits, pension, interest, or any claims under any
applicable laws relating to employment standards, labour relations, human rights,
pay, equity, employment equity, occupational health and safety and workers’
compensation.

(b) WSO shall not withhold federal, provincial or other taxes and premiums from any
amounts payable to Raiskin. Raiskin shall be solely responsible for paying, and
agrees to pay, such taxes in accordance with applicable laws and regulations.
Raiskin hereby exonerates, indemnifies and holds WSO and its successors,
officers, directors, agents and employees harmless from Raiskin’s failure to
comply with any of the obligations required under this Agreement including any
liability, loss, cost, expense, damages, claims, fines, penalties, assessments or
other actions asserted against WSO relating to the non-payment or late payment
of such taxes or its failure to comply with federal, provincial and municipal laws.
Such indemnification shall include without limitation any liability, loss, cost,
expense, damages, claims, fines, penalties or assessments and WSO's
expenses (including reasonable legal fees) associated with its defence of any
such actions.

(c) Raiskin shall be solely responsible for all physical injuries (including death) to
persons (including but not limited to employees of WSO) or damage to property
(including but not limited to property of WSO or Raiskin) resulting from the
negligent acts of Raiskin, and shall indemnify and hold WSO harmless from loss
and liability in respect of any and all claims on account of such injuries or
damage.

2.6 Severability

Each and every term, condition and provision of this Agreement is and shall be
severable one from the other, and in the event that any term, condition or provision
hereof is at any time declared by a tribunal of competent jurisdiction to be void, invalid or
unenforceable, the same shall not extend to invalidate, make void or make
unenforceable any other term, condition or provision of this Agreement.

2.7 Laws of Manitoba

This Agreement shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the laws of the Province of Manitoba. Each of the
parties hereto irrevocably attorns to the jurisdiction of the courts of the Province of
Manitoba.

2.8 Headings

The insertion of headings and the division of this Agreement into articles and sections
are for convenience of reference only and shall not affect the construction or
interpretation of this Agreement.

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 11

2.9 Further Assurances

Each party hereto covenants and agrees to do all things and execute all such
documents, instruments and assurances as may be reasonably required in order to
properly and validly effectuate this Agreement.

2.10 Prohibited Assignment and Enurement

No party hereto shall be entitled to assign this Agreement without the prior written
consent of the other party. The Music Director acknowledges and agrees that his
services hereunder are personal services, and that it is reasonable for the WSO to
withhold consent to any assignment, in its sole and unfettered discretion. This
Agreement shall ensure to the benefit of and be binding upon the parties hereto and
their respective heirs, executors, administrators, successors and permitted assigns.

2.11 Preamble

The preamble hereto is incorporated herein and shall form an integral part hereof.

2.12 Entire Agreement

This Agreement, together with the agreements and other documents to be delivered
pursuant hereto and thereto, constitutes the entire agreement between the parties
pertaining to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions, whether written or oral, with respect to
the subject matter hereof.

2.13 Confidentiality

Each of the parties agrees to keep the terms of this Agreement confidential and shall not
disclose the terms hereof to any person without the prior written consent of the other
party or as required by applicable law. Notwithstanding the foregoing, the parties may
disclose the terms of this Agreement to their respective professional advisors to the
extent required to obtain professional advice, provided that any such disclosure shall be
made subject to a requirement on the recipient thereof to keep the information disclosed
confidential.

IN WITNESS WHEREOF the parties have signed this Agreement.

Dated this ____ day of ___________________, 2018.

SIGNED AND DELIVERED )

in the presence of: )
) DANIEL RAISKIN
)
)
Witness

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THE WINNIPEG SYMPHONY ORCHESTRA INC.

Per:
TERENCE SARGEANT
President, Board of Directors

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