EMPLOYMENT AGREEMENT
VIEW SYSTEMS, INC.
This Agreement (hereinafter "Agreement") is entered into between
View Systems, Inc.,
whose principal place of business is 0000 Xxxxx Xxxxx
Xxxxxxxxx, XX 00000 ("Employer")
and
Xxxxxxx X. Xxxxx ("Consultant")
In consideration of the employment or continued employment of Employee by
Employer, Employer and Employee agree as follows:
1. Employment, Complete Agreement and Modification
Commencing January 01, 2003, Employer agrees to employ or continue to
employ Consultant and Consultant agrees to be employed by Employer on the
terms and conditions set forth herein. This Agreement supersedes all previous
correspondence, promises, representations, and agreements, if any, either
written or oral. No provision of this Agreement may be modified except by a
writing signed both by Employer and Consultant.
2. Duties
Consultant shall function as Director of Client Services / Strategic
Alliances specifically in charge of government contract administration and
technology due diligence. In his capacity the duties shall be to evaluate
opportunities for alliances and contractual commitments. When in the
Consultant's performance of duties there should arise the occasion to commit
personally and financially, the company will indemnify and defend Consultant's
commitments in any adverse personal transaction.
Consultant shall perform any and all duties now and hereafter assigned to
Consultant by Employer, or performed by Consultant whether or not assigned to
Consultant. Consultant agrees to abide by Employer's rules, regulations, and
practices, including those concerning work schedules, vacation and sick leave,
as they may from time to time be adopted or modified.
3. Termination of Employment
This Consultant is employed at will. Employer may terminate Consultant at
any time with or without cause. Consultant may terminate Consultant's
employment at any time with or without cause. Employer shall provide
Consultant either thirty (30) days prior written notice of termination or
severance pay in an amount equal to Consultant's salary on the date of
termination for thirty (30) days. Consultant shall provide Employer thirty
(30) days prior written notice of his or her termination.
4. Compensation, Health Insurance and other Considerations
The annual salary shall be $24,000 paid in semi-monthly increments on the
15th of the month. In addition, Consultant shall receive 10,000 shares of
common stock per month, non-dilutive to capital stock or share restructuring.
Effective September 1, 2002, Consultant may, at the Consultant's option,
receive a group health benefit from Employer as determined by the Management
of the company. The company can provide this health insurance coverage through
either a plan maintained by its subsidiaries or affiliates, or a plan
maintained by Employer.
-----------------------------------------
For instance: performance bonds, lines of credit, personal guaranties,
etc.
The term of this initial employment shall be one year.
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5. Duty to Devote Full time and to Avoid Conflict of Interest
Consultant agrees that during the period of employment, Consultant shall
devote full-time efforts to his or her duties as an Consultant of Employer.
During the period of employment, Consultant further agrees not to (i) solely
or jointly with others undertake or join any planning for or organization of
any business activity which would directly compete with the business
activities of Employer; and (ii) directly or indirectly, engage or participate
in any other activities in conflict with the best interest of Employer.
6. Information Disclosed Remains Property of Employer
All ideas, concepts, information, and written material disclosed to
Consultant by Employer acquired from a customer or prospective customer of
Employer, are and shall remain the sole and exclusive property and proprietary
information of Employer, or such customers, and are disclosed in confidence by
Employer or permitted to be acquired from such customers in reliance on the
Consultant's agreement to maintain them in confidence and not o use or
disclose them to any other person except in furtherance of Employer's
business.
7. Inventions and Creations Belong to Employer
Inventions, discoveries, improvements, or creations (collectively
"Creations") which Consultant has conceived or made or may conceive or make
during the period of employment, or the period of employment by any
subsidiary/corporate affiliates of Employer, directly connected with
Employer's business (including the business of its subsidiaries/corporate
affiliates) shall be the sole and exclusive property of Employer. Consultant
agrees that all copyrightable works created by Consultant or under Employer's
direction in connection with Employer's business are "works made for hire" and
shall be the sole and complete property of Employer and that any and all
copyrights to such works shall belong to Employer. To the extent such works
are not deemed to be "works made for hire," Consultant hereby assigns all
proprietary rights, including copyright, in these works to Employer without
further compensation.
As related to View products, Consultant further agrees to (i) disclose
promptly to Employer all such Creations which Consultant has made or may make
solely, jointly or commonly with others; (ii) assign all such Creations to
Employer; and (iii) execute and sign any and all applications, assignments or
other instruments which Employer may deem necessary in order to enable it, at
its expense, to apply for, prosecute, and obtain copyrights, patents or other
proprietary rights in the United States and foreign countries or in order to
transfer to Employer all right, title, and interest in said Creations.
8. Confidentiality
a. Definition. During the term of employment with Employer,
Consultant will have access to and become acquainted with various trade
secrets and other proprietary and confidential information which are owned by
Employer and which are used in the operation of Employer's business. "Trade
secrets and other proprietary and confidential information" consist of, for
example, and not intending to be inclusive, (i) software (source and object
code), algorithms, computer processing systems, techniques, methodologies,
formulae, processes, compilations of information, drawings, proposals, job
notes, reports, records and specifications; and (ii) information concerning
any matters relating to the business of Employer any of its customers,
customer contact, licenses, the prices it obtains or has obtained for the
licensing of its software products and services or hardware, or any other
information concerning the business of the Employer and Employer's good will.
b. No Disclosure. Consultant shall not disclose or use in any manner,
directly or indirectly, any such trad secrets and other proprietary and
confidential information either during the term of this Agreement or for a
period of 3 years after termination, except as required in the course of
employment with Employer or by Order of a Court of competent jurisdiction over
Consultant. Consultant shall use his best efforts in complying with this
obligation.
9. Return of Material
Consultant agrees that, upon request of Employer or upon termination of
employment, Consultant shall turn over to Employer all documents, disks or
other computer media, or other material in his or her possession or under his
or her control that (i) may contain or be derived from ideas, concepts,
Creations, or trade secrets and other proprietary and confidential information
as set forth, or (ii) are connected with or derived from Consultant's services
to Employer,
Inciting Employees to Leave Employer; Employment of Employees
Any attempt on the part of Consultant to incite others to leave
Employer's employ, or the Consultant of Employer's subsidiaries or corporate
affiliates, or any effort by Consultant to interfere with Employer's
relationship
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with the other Consultants would be harmful and damaging to Employer.
Consultant agrees that during the term of employment and for a period of
twelve (12) months thereafter, Consultant will not in any way, directly or
indirectly (i) induce or attempt to induce any employee of Employer (or its
subsidiaries, corporate affiliates) to quite employment Employer's
subsidiaries, corporate affiliates); (ii) otherwise interfere with or disrupt
Employer's (or Employer's subsidiaries, corporate affiliates) relationship
with its Consultants'; (iii) solicit, entice, or hire away any Consultant of
Employer (or Employer's subsidiaries, affiliates.
10. Non-solicitation of Business
For a period of twelve (12) months from the date of termination of
employment, Consultant will not divert or attempt to divert from Employer (or
its subsidiaries, corporate affiliates) any business Employer (or its
subsidiaries, corporate affiliates) had enjoyed or settled from its customers
during the twelve (12) months prior to termination of his or her employment.
11. Remedies - Injunction
In the event of a breach or threatened breach by Consultant of any of the
provisions of this Agreement, Consultant agrees that Employer - in addition to
an not in limitation of any other rights, remedies, or damages available to
Employer at law or in equity shall be entitled to a permanent injunction in
order to prevent or restrain any such breach by Consultant or by Consultant's
partners, agents, representatives, servants, employees and/or any and all
persons directly or indirectly acting for or with Consultant.
12. Severability
In the event that any of the provisions of this Agreement shall be held
to be invalid or unenforceable to whole or in part, these provisions to the
extent enforceable and all other provisions shall nevertheless continue to be
valid and enforceable as though the invalid or unenforceable parts had not
been included in the Agreement. In the event that any provisions relating to
the time period or scope of a restriction shall be declared by a court of
competent jurisdiction to execute the maximum time period or scope such court
deems reasonable and enforceable, then the time period or scope of the
restriction deemed reasonable and enforceable by the court shall become and
thereafter be the maximum time period or the applicable scope of the
restriction.
13. Governing Law
This Agreement shall be construed and enforced according to the laws of
the State of Maryland.
14. Agreement Read, Understood and Fair
Consultant has carefully read and considered all provisions of this
Agreement and agrees that all of the restrictions set forth are fair and
reasonable and are reasonably required for the protection of the interest of
Employer.
View Systems, Inc. Xxxxxxx X. Xxxxx
EMPLOYER: EMPLOYEE:
/s/ G. Than /s/ Wm. X. Xxxxx
Signature Signature
Xxxxxxx Than X. X. Xxxxx
Chief Executive Officer Consultant
Sept 02 September 1, 2002
Date Date
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