EXHIBIT A - FORM OF EMPLOYMENT AGREEMENT
UC HUB, Inc.
00000 Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx Xxxxxxxxx, XX 00000
6/1, 2004
Xxxxx Kong
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00 Xxxxxxx Xxxxxx Xxxx
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Xxxxxxxx, XX 00000
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[Name and Address of Employee]
Dear Xxxxx:
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UC HUB, Inc. (the "Company") is pleased to offer you employment on the
following terms:
1. POSITION. You will serve in a full-time capacity as President, of
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eSAFE Cards, Inc. a Nevada wholly owned subsidiary of UC HUB. You will report to
Xxxxx Xxxxxx, CEO or his assigns. By signing this letter agreement, you
represent and warrant to the Company that you are under no contractual
commitments inconsistent with your obligations to the Company.
2. SALARY; EQUITY INCENTIVE. You will be paid a salary at the annual
rate of $150,000, payable in monthly installments in accordance with the
Company's standard payroll practice far salaried employees. This salary will be
subject to adjustment pursuant to the Company's employee compensation policies
in effect from time to time. During the initial six (6) months of employment
hereunder, you and the Company will negotiate in good faith and document an
incentive/bonus program based upon the Company's performance.
3. FRINGE BENEFIT. You will be covered by the Company's group medical
program upon satisfaction of the programs minimum waiting period. Except as
provided herein, there will be no other benefits provided to you by the Company
other than the six weeks of vacation, and an employee Option Plan and your bonus
stock and, incentives contingent upon performance that will be negotiated in
good faith.
4. PROPRIETARY INFORMATION AND INVENTION AGREEMENT. Like all Company
employees, you will be required, as a condition to your employment with the
Company, to sign the Company's standard Proprietary Information and Inventions
Agreement, a copy of which is attached hereto as Exhibit A.
5. PERIOD OF EMPLOYMENT. Your employment with the Company will be "at
will," meaning that either you or the Company will be entitled to terminate your
employment at any time and for any reason, with or without cause. Any contrary
representations which may have been made to you are superseded by this offer.
This is the full and complete agreement between you and the Company on this
term. Although your job duties, title, compensation and benefits, as well as the
Company's personnel policies and procedures, may change from time to time, the
"at will" nature of your employment may only be changed in an express written
agreement signed by you and a duly authorized officer of the Company.
6. OUTSIDE ACTIVITIES. While employed by the Company on a full-time
basis, you will not engage to any other gainful employment, business or activity
without the written consent of the Company. While you render services to the
Company, you also will not assist any person or organization in competing with
the Company, in preparing to compete with the Company or in hiring any employees
of the Company.
7. WITHHOLDING TAXES. All forms of compensation referred to in this
letter are subject to reduction to reflect applicable withholding and payroll
taxes.
INITIALS
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Employment Letter
June 1, 2004
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8. ENTIRE AGREEMENT. This letter and the Exhibit attached hereto
contain all of the terms of your employment with the Company and supersede any
prior understandings or agreements, whether oral or written, between you and the
Company.
9. AMENDMENT AND GOVERNING LAW. This letter agreement may not be
amended or modified except by an express written agreement signed by you and a
duly authorized officer of the Company. The terms of this letter agreement and
the resolution of any disputes will be governed by California law and the venue
is Los Angeles County.
We hope that you find the foregoing terms acceptable. You may indicate your
agreement with these terms and accept this offer by signing and dating both the
enclosed duplicate original of this letter and the enclosed Proprietary
Information and Inventions Agreement and returning them to me. As required by
law, your employment with the Company is also contingent upon your providing
legal proof of your identity and authorization to work in the United States.
Upon acceptance of this offer, your employment will commence on 6/1, 2004.
Very truly yours.
UNITED COMMUNICATIONS HUB, INC.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, President/CEO
I have read and accept this employment offer:
Not legible
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[Signature of Employee]
Date: 6/1/2004
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EXHIBIT A - FORM OF PROPRIETARY INFORMATION AND
INVENTIONS AGREEMENT
This Proprietary Information and Inventions Agreement ("PHA) (i) confirms
an agreement between me Xxxxx Kong, and AllCom USA, Inc., a Nevada corporation
(the "Company"), (ii) is attached as Exhibit A to that certain Employment Letter
Agreement dated as June 1, 2004, between such parties, and (iii) is a material
part of the consideration for my employment by Company:
1. I have not entered into, and I agree I will not enter into, any
agreement either written or oral in conflict with this Proprietary Information
and Inventions Agreement or my employment with Company. I will not violate any
agreement with or rights of any third party or, except as expressly authorized
by Company in writing hereafter, use or disclose my own or any third party's
confidential information or intellectual property when acting within the scope
of my employment or otherwise on behalf of Company. Farther, I have not retained
anything containing any confidential information of a prior employer or other
third party, whether or not created by me.
2. Company shall own all right, title and interest (including patent
rights, copyrights, trade secret rights, mask work rights, sui generis database
rights and all other intellectual and industrial property rights of any sort
throughout the world) relating to any and all inventions (whether or not
patentable), works of authorship, mask works, designs, know-how, ideas and
information made or conceived or reduced to practice, in whole or in part, by me
during the term of my employment with Company to and only to the fullest extent
allowed by California Labor Code Section 2870 (which is attached as Appendix
A-1) (collectively "Inventions") and I will promptly disclose all Inventions to
Company. I will also disclose anything I believe is excluded by Section 2870 so
that the Company can make an independent assessment, I hereby make all
assignments necessary to accomplish the foregoing. I shall further assist
Company, at Company expense, to further evidence, record and perfect stick
assignments, and to perfect, obtain, maintain, enforce, and defend any rights
specified to be so owned or assigned, I hereby irrevocably designate and appoint
Company as its agents and attorneys-in-fact to act for and in my behalf to
execute and file any document and to do all other lawfully permitted acts to
further the purposes of the foregoing with the same legal force and effect as if
executed by me. If anything created by me prior to my employment relates to
Company's actual or proposed business, I have listed it on Appendix A-2. If I
use or disclose my own or any third party's confidential information or
intellectual property when acting within the scope of my employment on otherwise
on behalf of Company, Company will have and I hereby grant Company a perpetual,
irrevocable, worldwide royalty-free, non-exclusive, sub-licensable right and
license to exploit and exercise all such confidential information and
intellectual property rights.
3. To the extent allowed by law, paragraph 2 includes all rights of
paternity, integrity, disclosure and withdrawal and any other rights that may be
known as or referred to as "moral rights," "artist's rights," "droit moral," or
the like (collectively "Moral Rights"). To the extent I retain any such Moral
Rights under applicable law, I hereby ratify and consent to any action that may
be taken with respect to such Moral Right by or authorized by Company and agree
not to asset any Moral Rights with respect thereto I will confirm any such
ratifications, consents and agreements from time to time its requested by
Company.
4. I agree that all inventions and all other business, technical and
financial information (including, without limitation, the identity of and
information relating to customers, employees, consultants, vendor/suppliers of
products and/or services, strategic partners and/or investors) I develop, learn
or obtain during the term of my employment that relate to Company or the
business or demonstrably anticipated business of Company or that are received by
or for Company in confidence, constitute "Proprietary Information." I will hold
in confidence and not disclose or, except within the scope of my employment, use
any Proprietary Information. However, I shall not be obligated under this
paragraph with respect to information I can document is or becomes readily
publicly available without restriction through no fault
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Employment Letter
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of mine. Upon termination of my employment, I will promptly return to Company
all items containing or embodying Proprietary Information (including all
copies), except that I may keep my personal copies of (i) my compensation
records, and (ii) this PIAA. I also recognize and agree that I have no
expectation of privacy with respect to Company's telecommunications, networking
or information processing systems (including, without limitation, stored
computer files, e-mail messages and voice messages) and that my activity and any
files or messages on or using any of those systems may be monitored at any time
without notice.
5. Apart from, and independent of, my obligations to the Company
pursuant to paragraph 4 above, for a period of one (1) year alter the Term of
my employment, I will not solicit or engage in any business relationship of any
kind or for any reason with any customer or employee, and/or investor of the
Company
6. I agree that during the Term of my employment with Company (whether
or not during business hours), I will not engage in any activity that is in any
way competitive with the business or demonstrably anticipated business of
Company, and I will not assist any other person or organization in competing or
in preparing to compete with any business or demonstrably anticipated business
of Company. To the extern permitted by applicable law, I also agree to be bound
by the restrictions of this paragraph 6 during the one (1) year period following
the Term of my employment with the Company.
7. I agree that my obligations under paragraphs 2, 3, 4 and 5 of this
PIAA shall continue in effect after terminations of my employment, regardless of
the reason or reasons for termination, and whether such termination is voluntary
or involuntary on my part and that Company to entitled to communicate my
obligations under this PIAA to any future employer or potential employer of
mine. My obligations under paragraphs 2, 3 and 4 also shall be binding upon my
heirs, executors, assigns, and administrators and shall insure to the benefit of
Company, its subsidiaries, successors and assigns.
8. Any dispute in the meaning, effect or validity of this PIAA shall
be resolved in accordance with the laws of the State of California without
regard to the conflict of laws provisions thereof. I further agree that if one
or more provisions of this PIAA are held to be illegal or unenforceable under
applicable California law, such illegal or unenforceable portion(s) shall be
limited or excluded from this PIAA to the minimum extent required so that this
PIAA shall otherwise remain in full force and effect and enforceable
in accordance with its terms. I also understand that any breach of this PIAA
will cause irreparable harm to Company for which damages would not be a adequate
remedy, and, therefore, Company will be entitled to injunctive relief with
respect thereto in addition to any other remedies.
I HAVE READ THIS PIAA CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS
WHICH IT IMPOSES UPON ME WITHOUT RESERVATION, NO PROMISES OR REPRESENTATIONS
HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS PIAA. I SIGN THIS PIAA
VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT ONE
COUNTERPART WILL BE RETAINED BY COMPANY AND THE OTHER COUNTERPART WILL BE
RETAINED BY ME.
As of 6/1, 2004
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Accepted and Agreed to:
UNITED COMMUNICATIONS HUB, INC.
By: /s/ Xxxxx Xxxxxx
-------------------------- /s/ Not legible
Xxxxx Xxxxxx, President/CEO -----------------------
[Signature of Employee]
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APPENDIX A-1
CALIFORNIA LABOR CODE SECTION 2870 APPLICATION OF PROVISION PROVIDING THAT
EMPLOYEE SHALL ASSIGN OR OFFER TO ASSIGN RIGHTS IN INVENTION TO EMPLOYER.
(a) Any provision in an employment agreement which provides that an
employee shall assign, or offer to assign, any of his or her rights in an
invention to his or her employer shall not apply to an invention that the
employee developed entirely on his or her own time without using the employer's
equipment, supplies, facilities, or trade secret information except for those
inventions that either:
(1) Relate at the time of conception or reduction to practice of the
invention to the employer's business, or actual or anticipated research or
development of the employer; or
(2) Result from any work performed by the employee for his employer.
(b) To the extent a provision in an employment agreement purports to
require an employee to assign an invention otherwise excluded from being
required to be assigned under subdivision (a), the provision is against the
public policy of this state and is unenforceable.
APPENDIX A-2
PRIOR MATTER
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