EXHIBIT 10.15
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is by and between Intira
Corporation, a Missouri corporation, having its principle offices at 000 Xxxxxxx
Xxxxxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000 ("Intira"), and Xxxxx Xxxxx, an individual
residing at 0000 Xxxxxx Xxxx, Xxxxxxxxxxxx, XX 00000 ("Employee") and is
effective November 1, 1999 (fill in start date).
1. In consideration of your employment by Intira and other good and valuable
consideration, you agree to devote your full business time and attention to
the business and affairs of Intira and to faithfully perform the duties
enumerated in this Agreement or in any exhibit attached hereto.
2. Intira shall pay you an annual base salary of $200,000, payable in equal
bi-monthly installments of $8333.33, subject to customary withholding taxes
and other employment taxes as required. Intira will pay or reimburse you
for reasonable travel and other expenses incurred by you in the performance
of your duties, upon presentation of expense statements, vouchers or such
other reasonable supporting information as is generally required by Intira
in accordance with its expense account policies. Annual review and salary
adjustment
3. You shall be entitled to participate in any health insurance, life
insurance or benefit plans that Intira may offer to its employees on the
same basis and under the same terms as similarly situated employees
4. You understand and agree that your employment at Intira is not for any
specified term and that either Intira or you may terminate the employment
relationship with or without notice or cause at any time. The relationship
established hereunder is employment at will. If terminated for any reason
but cause standard severance will be provided.
5. In order for Intira to reasonably protect its interests against the
competitive use of any of Intira's Confidential Information, you agree both
during your employment with Intira and at all times thereafter, to keep all
Confidential Information in the strictest confidence and not to discuss,
publish, communicate, transmit, disclose reproduce, or otherwise use such
Confidential Information, in any manner whatsoever, in whole or in part,
without Intira's prior written consent. For purposes of this Agreement,
"Confidential Information" shall mean any communication disclosed to you or
known by you as a consequence of or through your past, present or
prospective employment or business relationship with Intira, not generally
known and available in Intira's industry, which constitutes Intira's
proprietary and non-public method(s) of doing business, including, but not
limited to, any information related to trade secrets, pricing formulas,
know-how, test data, customer lists, vendor lists, training and operating
manuals, software, and reporting systems.
6. In order for Intira to reasonably protect its interests against the
competitive use of any of Intira's Confidential Information or business
relationships, you agree that during your employment and for a period of
one year after the termination of employment, for whatever reason, you
shall not, within a 100 mile radius of any city where you provided or
marketed services to or on behalf of Intira or to or on behalf of any
customer or potential customer of Intira, engage directly or indirectly,
acting alone or with others, voluntarily or involuntarily in any of the
following conduct:
a. solicit or attempt to solicit customers or potential customers of
Intira with a view towards diverting or attempting to divert from
Intira any business which Intira has enjoyed, to you or to any other
individual, firm, corporation, partnership, association or other
entity other than Intira who or which is competitive with Intira or
engaged in a business competitive with Intira's Business.
b. solicit any person or persons employed by or otherwise associated with
Intira for the purpose of terminating said employee's or person's
employment relationship or association with Intira.
c. own, operate, engage in, be interested in, control through stock
ownership or otherwise, or become employed by, work for, advise, be
connected with, consult with or represent in any capacity or in any
manner whatsoever in any role, an individual, firm, corporation,
partnership, association or other entity other than Intira who or
which is engaged in a business competitive with Intira or with
Intira's Business.
7. You acknowledge Intira's exclusive right to ownership, possession and title
to all papers, documents, tapes, drawings, notebooks, formulas, customer
lists, software, hardware, trademarks, trade names, service marks,
processes, data, intellectual property, or other records, information, or
products prepared by you during your employment with Intira or provided by
Intira, or which otherwise come into your possession by reason of
employment with Intira. You agree not to make or permit to be made, except
in pursuit of your duties hereunder, any copies of such items. You further
agree to deliver to Intira upon request all such items in your possession
and without request to immediately deliver such items upon the termination,
voluntarily or involuntarily, of your employment. Palm Pilot, date book
excluded
8. You agrees to promptly disclose all ideas, inventions, and discoveries,
whether patentable, copyrightable, or not, relating to any present or
prospective business of Intira, including but not limited to software,
algorithms, designs, devices, processes, methods, formulae, techniques,
software, data storage systems, networks, servers, and any improvements to
the foregoing ("Inventions"). All Inventions made or conceived by you,
whether or not during the hours of your employment or with the use of
Intira facilities, materials, or personnel, either solely or jointly with
others, during the term of your employment by Intira shall be and remain
the sole and absolute property of Intira.
9. You hereby assign and agree to assign to Intira all of your rights to such
Inventions and to all proprietary rights therein, based thereon or related
thereto, including, but not limited to,
applications for United States and foreign letters patent and resulting
letters patent. At the Intira's request and expense, you shall execute such
documents and provide such assistance as may be deemed necessary by Intira
to apply for, defend, protect or enforce any United States and foreign
letters patent based on or related to such Inventions.
10. You acknowledge and agree that all copyrightable Inventions are "works made
for hire" and consequently Intira owns all copyrights thereto. Intira shall
have the sole and exclusive right to register the copyright(s), or its
assignees, in all such work in its name as the owner and author of such
work and shall have the exclusive rights conveyed under all federal, state
and local laws including, but not limited to, the right to make all uses of
the works in which attribution or integrity rights may be implicated.
Additionally, without in any way limiting the foregoing, you hereby assign,
transfer and convey to Intira, its successors, heirs and assigns, any and
all right, title or interest that you may now have, or may acquire in the
future, to the work including, but not limited to, all ownership, patent
(United States and foreign letters patent), trade secret, trade names and
trademarks, copyright moral, attribution and/or integrity rights.
11. You acknowledge and agree that the covenants and agreements contained in
this Agreement are reasonable, and that you shall not raise any issue of
their reasonableness in any proceeding to enforce such covenants and
agreements. You further agree that any violation or breach by you and/or
your representatives of this Agreement would cause immediate and
irreparable harm to Intira, the exact amount of which will be impossible to
ascertain, and for that reason further agrees that Intira shall be
entitled, as a matter of right, to an injunction out of any court of
competent jurisdiction, restraining any further violation or breach of this
Agreement, such right to an injunction being cumulative and in addition to
whatever remedies Intira may have under applicable law and/or this
Agreement. You further agree to reimburse Intira for all costs and
expenses, including attorneys' fees, incurred by Intira in enforcing the
terms of this Agreement if Intira is the prevailing party.
12. Your execution and performance of this Agreement is not restricted or
prohibited by any agreement to which you are subject.
13. If the scope of any provision contained in this Agreement is deemed too
broad to permit enforcement of such provision to its full extent, then such
provision shall be enforced to the maximum extent permitted by law, and you
hereby consent that such provision may be reformed or modified accordingly,
and enforced as reformed or modified.
14. This Agreement shall be construed and enforced in accordance with the laws
of the State of Missouri, and the Parties hereby irrevocably and
unequivocally consent to the jurisdiction of the court sitting in the
County of St. Louis, State of Missouri, and waive any defense of an
inconvenient forum to the maintenance of any action or proceeding brought
in such court in connection with this Agreement, any objection to venue
with respect to any such action, and any right of jurisdiction on account
of the place of residence or domicile of any party to such action.
15. If any provision or part thereof of this Agreement is declared invalid,
illegal or unenforceable in any respect, the validity, legality or
enforceability of the remaining provisions of this Agreement, and any other
application thereof, shall not in any way be affected or impaired, and the
Agreement shall be construed in all respects as if such invalid, illegal or
unenforceable provisions are omitted.
16. This writing contains the agreement of the parties with respect to the
employment contemplated herein. No amendments or variations of the terms or
conditions of this Agreement shall be valid unless in writing and signed by
the parties hereto.
17. The waiver by either Party of a breach or violation of any provisions of
this Agreement shall not operate as or be construed to be a waiver of any
subsequent breach hereof.
18. This Agreement shall inure to the benefit of and be binding upon the
Parties hereto, their successors and assigns.
INTIRA CORPORATION:
By: /s/ Xxxxxx Xxxxxxxxx /s/ Xxxxx Xxxxx
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Name: Xxxxxx Xxxxxxxxx Xxxxx Xxxxx
Title: CEO/President
Date: Date 10/15/99
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