EMPLOYMENT AGREEMENT OF KENDALL D. GILL

Exhibit 10.2

Xxxxxxx X. Xxxx / Intellinetics Employment Agreement

EMPLOYMENT AGREEMENT OF XXXXXXX X. XXXX

This Agreement is made on September 24, 2012, “ Effective Date” between Globalwise Investments, Inc. (hereinafter, “Employer”) at 0000 Xxxxxxxx Xxxxx, xx xxx Xxxx xx Xxxxxxxx, Xxxxxx of Franklin, State of Ohio 43228, and Xxxxxxx X. Xxxx, 000 Xxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxx 00000 (hereinafter, “Employee”).

Recitals

A. Employer is engaged in the development, marketing, sales and support of software applications, automation services and business solutions.

B. Employee is willing to be employed by Employer, and Employer is willing to employ Employee, on the terms, covenants, and conditions set forth in this agreement and Employer’s Offer of Employment of Employee September 24,, 2012, which is hereby incorporated by reference into this Agreement.

In consideration of the mutual covenants and promises of the parties, Employer and Employee covenant and agree as follows:

Section I Nature and Place of Employment

Employer does hire and employ Employee as Chief Financial Officer (“CFO”) with responsibilities that are generally customary for a CFO. Additionally, Employee will perform ancillary and incidental duties that are normally performed by a CFO. Employee does accept and agree to such hiring and employment. Employee is also subject to the supervision, orders, advice, and directions of Employer.

Section II Manner of Performance of Employee’s Duties

Employee agrees to perform, at all times faithfully, industriously, and to the best of Employee’s ability, experience, and talent, all of the duties that may be required of and from Employee pursuant to the express and implicit terms of this agreement, to the reasonable satisfaction of Employer. Such duties shall be rendered at the corporate office, 0000 Xxxxxxxx Xxxxx, Xxxxxxxx, XX 00000 and at such other place or places as Employer shall in good faith require or as the interests, needs, business, and opportunities of Employer shall require or make advisable. A performance review may be conducted as determined by the Employer. Employee can invite a performance review at any time.

Section III Duration of Employment

The term of this agreement shall be for an indeterminate period and will commence on September 24, 2012. Either party may terminate this agreement at any time with or without cause. The parties stipulate and agree that the Employee is an “At Will” employee under Ohio Law.

Section IV Compensation and Benefits

Employer shall pay Employee, and Employee agrees to accept from Employer a base salary of One Hundred and Forty-five Thousand Dollars ($145,000.00) per year, payable biweekly each month during which this agreement shall be in force. Additionally, Employee shall receive Equity, Benefits and Bonuses as set forth in the above referenced Offer of Employment. Additionally, Employee is eligible for prospective discretionary bonuses as determined by the compensation committee of the Board of Directors of the Employer.

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Exhibit 10.2

Xxxxxxx X. Xxxx / Intellinetics Employment Agreement

EMPLOYMENT AGREEMENT OF XXXXXXX X. XXXX

In the event that either party terminates this Agreement at any time and for any reason (or without assigning a reason) the Employee shall be paid for all work performed and for accrued unused annual vacation days.

Section V Professional Employee Development-Continuing Education

Employer recognizes the mutual benefit for Employer and Employee of professional employee development. Professional education and/or training therefore may be offered and supported at the discretion of Employer.

Section VI Devotion by Employee of Full Time to Business

Employee shall devote all Employee’s time, attention, knowledge, and skill solely and exclusively to the business and interest of Employer and Employer shall be entitled to all of the benefits, emoluments, profits, intellectual property, business process improvements, software, trade secrets or other benefits or thing of value arising from or incident to any and all work, services, and advice of Employee, and Employee expressly agrees that during the term of this agreement Employee will not be interested, directly or indirectly, in any form, fashion or manner, as partner, officer, director, stockholder, advisor, employee, or in any other form or capacity, in any other business similar to employer’s business or any allied trade; provided, however, that nothing shall be deemed to prevent or limit the right of Employee to invest any of Employee’s funds in the capital stock or other securities of any corporation whose stock or securities are publicly owned or are regularly traded on any public exchange, nor shall anything be deemed to prevent Employee from investing or limit Employee’s right to invest his funds in real estate.

Section VII Nondisclosure of Trade Secrets and Proprietary Information.

Employee understands that in the performance of his job duties with the Employer, he will be exposed to the Employer’s Trade Secrets and Proprietary Information. “Trade Secrets and Proprietary Information” means information or material that is commercially valuable to Employer and not generally known in the industry. This includes but is not limited to:

(a) any and all versions of the Employer’s proprietary computer software (including source code and object code ), hardware, firmware and documentation;

(b) technical information concerning the Employer’s products and services, including product data and specifications, diagrams, flow charts, drawings, test results, know-how, processes, inventions, research projects and product development;

(c) sales information, accounting and unpublished financial information, business plans, markets and marketing methods, customer lists and customer information, purchasing techniques, supplier lists and supplier information and advertising strategies;

(d) information concerning the Employer’s employees, including their salaries, strength, weaknesses and skills;

(e) information submitted by or about Employer’s projects, teaming partners, customers, suppliers, employees, consultants or co-venturers; and

(f) any other information not generally known to the public which, if misused or disclosed, could reasonably be expected to adversely affect the Employer’s business.

Employee will keep the employer’s Trade Secrets and Proprietary Information, whether or not prepared or developed by employee, in the strictest confidence. Employee will exercise due care to protect and maintain the confidentiality of Employer’s trade secrets during the term of this contract and for a period of Five (5) years after the termination of this contract. Employee will not use or disclose such secrets to others without the Employer’s written consent, except when necessary to perform employee’s duties. Any breach of the terms of this paragraph is a material breach of this agreement. However, Employee shall have no obligation to treat as confidential information which:

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Exhibit 10.2

Xxxxxxx X. Xxxx / Intellinetics Employment Agreement

EMPLOYMENT AGREEMENT OF XXXXXXX X. XXXX

(a) was in Employee’s possession or known to Employee, without an obligation to keep it confidential, before such information was disclosed to Employee by the Employer;

(b) is or becomes public knowledge through a source other than Employee and through no fault of Employee; or

(c) is or becomes lawfully available to Employee from a source other than the Employer.

Section VIII Return of Materials

When Employee’s employment with the Employer ends, for whatever reason, Employee will promptly (within five calendar days) deliver to the Employer all originals and copies of all documents, records, software programs, media and other materials containing any of Employer’s trade secrets and Proprietary Information. Employee will also return to Employer all equipment, files, software programs and other property belonging to Employer.

Section IX Confidentiality Obligation Survives Employment

Employee understands that Employee’s obligation to maintain the confidentiality and security of Employer’s trade secrets remains with Employee even after Employment with Employer ends and continues for so long as such material remains a trade secret.

Section X Nonsolicitation of Customers/Clients

Employee covenants and agrees that all times while employed by Employer and for a further period of two (2) years after the termination of this Agreement, irrespective of when and in what manner said Agreement may be terminated, Employee will not for himself or any other person or entity, directly or indirectly, by stock or other ownership, investment, management, consultation, employment or otherwise, or in any relation whatsoever in any manner solicit, interfere or endanger relationships between Employer and customers/clients. Employee acknowledges that failure to comply with provisions of the preceding will cause irreparable damage therefore Employer entitled to an injunction prohibiting such activities on the part of Employee and all persons acting in concert with Employee.

Section XI Noncompetition

Employee shall not engage in any employment or business activity in the State of Ohio that directly competes with that of Employer for a period of Six (6) months after termination of his / her employment with Employer.

Section XII Commitments Binding on Employer Only on Written Consent

Anything contained in this agreement to the contrary notwithstanding, it is understood and agreed that Employee shall not have the right to make any contracts or commitments for or on behalf of Employer without the written consent of Employer.

Section XIII Contract Terms to Be Exclusive

This written Agreement contains the sole and entire Agreement between the parties and shall supersede any and all other agreements between the parties. The parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this agreement or any representations inducing its execution and delivery except such

representations as are specifically set forth in this writing and the parties acknowledge that they have relied on their own judgment in entering into the same. The parties further acknowledge that any statements or representations that may have been made by either of them to the other, other than in this Agreement, are void and of no effect and that neither of them has relied on such statements or representation in connection with this Agreement.

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Exhibit 10.2

Xxxxxxx X. Xxxx / Intellinetics Employment Agreement

EMPLOYMENT AGREEMENT OF XXXXXXX X. XXXX

Section XIV Waiver or Modification Ineffective Unless in Writing

It is agreed that no waiver or modification of this Agreement or of any covenant, condition, or limitation contained in it shall be valid unless it is in writing and duly executed by the party to be charged with it, and that no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this agreement, or the rights or obligations of any party under it, unless such waiver or modification is in writing, duly executed as above. The parties agree that the provisions of this paragraph may not be waived except by a duly executed writing.

Section XV Contract Governed by Law of State of Ohio

The parties agree that it is their intention and covenant that this agreement and performance under it and all suits and special proceedings relating to it be construed in accordance with and under and pursuant to the laws of the State of Ohio and that in any action, special proceeding, or other proceeding that may be brought arising out of, in connection with, or by reason of this agreement, the laws of the State of Ohio, exclusive of the choice of laws rules, shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction on which any action or special proceeding may be instituted.

Section XVI Survivorship of Benefits

This agreement shall be binding on and inure to the benefit of the Employer’s successors and assigns.

Section XVII Execution of Documents

Both while employed by the Employer and afterwards, Employee agrees to execute and aid in the preparation of any papers that Employer may consider necessary or helpful to obtain or maintain any patents, copyrights, trademarks or other proprietary rights at no charge to Employee, but at Employer’s expense. Employee agrees that any intellectual property, business process, technique or improvement that employee develops, creates or contributes toward creating during the time that Employee is employed shall be and remain the property of the Employer. Employee shall execute such assignments or other documents that are helpful or necessary to vest ownership of any and all such property in the Employer.

Employee acknowledges that failure to comply with provisions of the preceding will cause irreparable damage therefore Employer is entitled to an injunction prohibiting such activities on the part of Employee and all persons acting in concert with him.

Section XVIII Enforcement

Employee agrees that in the event of a breach or threatened breach of this Agreement, money damages would be an inadequate remedy and extremely difficult to measure. Employee agrees, therefore, that the Employer shall be entitled to an injunction to restrain Employee from such breach or threatened breach. Nothing in this Agreement shall be construed as preventing the Employer from pursuing any remedy at law or in equity for any breach or threatened breach.

Section XIX Severability

If any provision of this Agreement is determined to be invalid or unenforceable, the remainder shall be unaffected and shall be enforceable against both the Employer and Employee.

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Exhibit 10.2

Xxxxxxx X. Xxxx / Intellinetics Employment Agreement

EMPLOYMENT AGREEMENT OF XXXXXXX X. XXXX

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below.

Globalwise Investments, Inc.:	Employee: Xxxxxxx X. Xxxx, CPA
/s/ Xxxxxxx X. Xxxxxxxx	/s/ Xxxxxxx X. Xxxx
Xxxxxxx X Xxxxxxxx, President & CEO	Xxxxxxx X. Xxxx
Date: 9/24/2012	Date: 9/24/2012

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