FORTUNET INC. EXEMPT EMPLOYMENT AGREEMENT
Exhibit
10.1
FORTUNET
INC.
EXEMPT
THIS
AGREEMENT is made and entered into
effective the 15 day of October, 2007 by and between FortuNet
Inc. (“Company”) a Nevada Corporation having a principal place of business
located at 0000 X. Xxxxxxxx Xx Xxx X, Xxx Xxxxx, XX 00000
and Xxxxx X Xxxx an individual residing
at ___________ (“Employee”).
WITNESSETH:
WHEREAS,
Company desires to employ Employee in
the position of Director of Finance / Controller, and Employee
is willing to work for Company in that position.
NOW,
THEREFORE, Company and Employee, in
consideration of the premises and mutual covenants contained herein, including
but not limited to the increase in salary set forth in paragraph 3, agree as
follows:
1.
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Current
Employment: Company agrees to employ Employee and Employee
agrees to serve Company in the position set forth above and/or to
perform
such services for Company as may be assigned by Company management
or
officers, in accordance with the terms herein set
forth.
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2.
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Exclusive
Service and Best Efforts: Except as otherwise provided in
writing, Employee shall devote his or her full time and best efforts
to
the performance of Employee’s duties for Company, and shall faithfully
adhere to Company’s business policies and procedures. During
the term of this Agreement, Employee shall not, at any time or place,
either directly or indirectly, provide services in Employee’s professional
capacity to any extent whatsoever except under the terms of this
Agreement. All fees or other income attributable to services by
Employee in Employee’s professional capacity during the term of this
Agreement shall belong to and inure to the benefit of
Company.
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3.
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Salary:
Unless otherwise agreed to in writing, Company will compensate Employee
for Employee’s service as follows: Company will pay Employee
biweekly a salary of Five Thousand Three Hundred Eighty Four &
62 cents ($5,384.62). Upon successful completion of the 90 day
introductory period, Company will pay Employee biweekly a salary
of
Five Thousand Seven Hundred Sixty Nine & 24 cents
($5,769.24).
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4.
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Expenses: Company
shall reimburse Employee for reasonable expenses incurred by Employee
on
behalf of the Company in the performance of Employee’s duties, if and to
the extent approved by an appropriate officer of
Company. Employee shall furnish Company with the appropriate
documentation required by the Internal Revenue Code and Regulations
in
connection with such expenses.
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5.
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Benefits: Employee
shall be entitled to participate in any employee benefit plans
which are maintained or established by Company for its
employees, the terms and duration of which shall be determined at
the
discretion of the Company.
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6.
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Vacations:
Employee shall be entitled to vacation in accordance
with Company policy.
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7.
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Termination
of Employment: This Agreement may be terminated
immediately at the option of and by notice from Company or
Employee. Unless previously terminated, this Agreement shall be
terminated by Employee’s death. Upon the termination of this
Agreement, regardless of the reason, all rights and obligations of
Company
and Employee under this agreement shall be terminated, except that
all of
the obligations of Employee set forth in paragraphs 8, 9, 10,
11, and 12 hereof shall continue in effect for their full duration,
as
specified below.
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8.
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Nondisclosure: Employee
recognizes and acknowledges that during the course of his or her
employment by Company, Employee will gain access to confidential
information of Company, and that irreparable harm to Company would
result
if such confidential information came to be known by the Competitors
of
Company. For the purpose of this paragraph, confidential
information is any information that the Company endeavors to keep
confidential, including but not limited to: financial, organizational,
or
operational information; customer lists; marketing plans;
employee lists; trade secrets; proprietary information; or any such
information provided by a third party to Company in
confidence. In view of the above, Employee will not, at any
time before or after the termination of this Agreement, either directly
or
indirectly, make known, reveal, divulge, make available, furnish
or use
any confidential information of Company, except in furtherance of
Employee’s duties on behalf of Company. Upon Company’s demand,
Employee will provide to Company any records, including all copies,
in
Employee’s possession containing Company’s confidential information, or
records which are the property of
Company.
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9.
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Non-competition: During
the term of this Agreement and for two (2) years thereafter,
Employee
shall not, without the prior written consent of Company, either directly
or indirectly, operate, perform any advisory or consulting services
for,
invest in (other than stock in a publicly-held corporation which
is traded
on a recognized securities exchange or over-the-counter, provided
that the
ownership of such equity interest does not give Employee the right
to
control or substantially influence the policy or operational decisions
of
such corporation), or otherwise become associated with in any capacity
any
company, proprietorship, or other entity which develops, manufactures,
sells, or distributes bingo or lottery products or performs bingo
or
lottery services in competition with Company within market
areas that are, or were at any time during the most recent two years
of Employees employment with Company, within Employee’s area of
responsibility.
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10.
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Non-solicitation
and Noninterference: Employee shall not, at any time
during the term of this agreement or for two (2) years thereafter,
without
the prior written consent of Company, directly or indirectly, solicit,
encourage or induce any employee, agent, or other representative
or
associate of Company to terminate its relationship with Company,
or in any
way, directly or indirectly, interfere or act to the detriment of
such a
relationship or any relationship between Company and any of its suppliers
or customers.
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11.
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Remedy
for Certain Breaches: Employee acknowledges that the
obligations set forth in paragraphs 8, 9 and/or 10 hereof are required
for
the reasonable protection of Company. Employee further
acknowledges and agrees that a breach of those obligations and agreements
will result in immediate and irreparable damage to Company for which
there
will be no adequate remedy at law, and agrees that in the event of
any
breach of said obligations, Company, and its successors and assigns,
shall
be entitled to injunctive relief (including but not limited to an
ex parte
temporary restraining order) and to such other and further relief
as is
proper in the circumstances.
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12.
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Rights:
Employee acknowledges and agrees that any procedure, design
feature,
schematic, invention, improvement, development, discovery,
know how, idea,
concept, or the like (whether or not patentable, registerable
under
trademark or copyright laws, or otherwise protectable under
similar laws)
that Employee may conceive of, suggest, make, invent, develop
or
implement, during the course of service pursuant to this Agreement
(whether individually or jointly with any other person or persons),
relating in any way tot he business of Company or to the general
industry
of which company is a part, as shall all physical embodiments
and
manifestations thereof, and all patent rights, trademarks,
copyrights (or
applications thereof) and similar protections therein (all
of the
foregoing referred to as “Work Product”), shall be the sole, exclusive and
absolute property of Company. All Work Product shall be deemed
to be works
for hire, and to the extent that any Work Product may not constitute
a
work for hire, Employee hereby assigns to Company all right,
title and
interest in, to and under such Work Product, including without
limitation,
the right to obtain such patents, trademark registrations,
copyright
registrations or similar protections as Company may desire
to obtain.
Employee will immediately disclose all Work Product to Company
and agrees,
at any time, upon Company’s request and without additional compensation,
to execute any documents and otherwise to cooperate with Company
respecting the perfection of its right, title and interest
in, to and
under such Work Product, and in any litigation or controversy
in
connection therewith, all expenses incident thereto to be borne
by
Company.
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13.
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Reformation
of Agreement: Severability: In the event that any provision
in paragraphs 8, 9, 10, 11 and/or 12 shall be found by a court of
competent jurisdiction to be invalid or unenforceable, such court
shall
exercise its discretion in reforming such provision to the end that
Employee shall be subject to nondisclosure, non-competition,
non-solicitation, and noninterference covenants that are
reasonable under the circumstances and enforceable by
Company. In the event that any other provision of this
Agreement is found to be invalid or unenforceable to any extent for
any
reason, it is the agreed-upon intent of the parties hereto that all
remaining provisions of this Agreement shall remain in full force
and
effect to the maximum extent permitted and that this Agreement shall
be
enforceable as if such invalid or unenforceable provision had never
been a
part hereof.
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14.
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Assignment: This
Agreement and the obligations hereunder may not be assigned or transferred
by Employee without the prior written consent of Company, which may
be
unreasonably withheld. Company may not assign or transfer this
Agreement and the obligations hereunder except to any of its parent,
subsidiary, or other affiliated or related corporations or business
entities, or when such assignment or transfer is made pursuant to
the
sale, transfer, merger, or consolidation of such corporations or
a
business segment thereof.
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15.
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Notice: Any
notice required to be given under the provisions of this Agreement
shall
be in writing and sent by certified mail to the recipient’s last known
address. All notices to Company
should be addressed to the attention of the Legal
Department. Such notice shall be effective when
mailed.
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16.
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Entire
Agreement; Amendments; Waivers: This Agreement
contains the entire agreement between the parties, and supersedes
any and
all prior agreements, understandings or representations, oral or
written. It may not be changed orally, but only by express
terms, in writing, signed by each of the parties and approved by
the
President of the Company. The covenants of paragraphs 8, 9, 10,
11 and/or 12 of this Agreement may be waived only by written instrument
specifically referring to this Agreement, and executed by the party
waiving compliance. The failure of Company at any time or from
time to time to require performance of any of Employee’s obligations under
this Agreement shall in no manner affect Company’s right to enforce any
provisions of this Agreement at a subsequent time, and the waiver
by
Company of any right arising our of any breach shall not be construed
as a
waiver of any right arising our of any subsequent
breach.
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17.
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Construction: This
Agreement shall be governed in all respects, whether as to validity,
construction, capacity, performance, or otherwise, by the laws of
the
State of Nevada. The paragraph headings used in this Agreement
are solely for convenience and shall not affect, or be used in connection
with, the interpretation of this
Agreement.
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I,
Xxxxx X. Karo , having read and understood this Employment
Agreement and agreeing to fully comply with the same, do hereby accept this
offer of employment.
DATED
this
15th day of October, 2007.
/s/
Xxxxx
X. Karo____ Employee
/s/
Yuri
Itkis______ Xxxx Xxxxx, as President of FortuNet,
Inc.
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