EMPLOYMENT CONTRACT FOR XXXXX XXXXX
THIS AGREEMENT is made at the City of Fort Lauderdale, County of Broward, State
of Florida, between A.D.S. Advertising Corp., a Florida Corporation d/b/a The
Xxxxx Agency (wholly_owned subsidiary of QUIKBIZ INTERNET GROUP, INC., a
publicly traded Nevada Corporation) hereinafter "The Xxxxx Agency" or
"Employer," and XXXXX XXXXX, hereinafter "Employee" or "Xxxxx Xxxxx";
WHEREAS, Employer is engaged in the advertising services industry and maintains
a business in the City of Fort Lauderdale, County of Broward, State of Florida;
and
WHEREAS, 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
WHEREAS, it is the intent of Employer to obtain an Employee with integrity and
requisite qualifications to act in an executive management function with the
company, and it is the intent of Employee to fulfill the intent of Employer and
be compensated for such employment;
THEREFORE, in consideration of the mutual covenants and promises of the parties,
Employer and Employee covenant and agree as follows:
SECTION ONE: Employer does hire and employ Employee as President of The Xxxxx
Agency, and Employee does accept and agree to such hiring and employment.
Subject to the supervision and pursuant to the orders, advice, and directions of
Employer, Employee shall direct all phases of said company, subject only to the
final direction of Employer, and shall perform such other duties as are
customarily performed by one holding such position in other similar businesses
or enterprises as that engaged in by Employer, and shall also additionally
render such other and unrelated services and duties as may be assigned to
Employee from time to time by Employer.
SECTION TWO: Employee agrees to perform, at all times faithfully, industriously,
and to the best of his ability, experience, and talent, all of the duties that
may be required of and from him pursuant to the express and implicit terms of
this agreement and Exhibit "A" attached hereto, to the reasonable satisfaction
of Employer. Such duties shall be rendered at Employer's Fort Lauderdale place
of business. Employer reserves the right to designate such other place or
places, adjust the Employee's duties and/or title as Employer shall in good
faith require or as the interests, needs, business and opportunities of Employer
shall require or make advisable.
SECTION THREE: Except as otherwise provided in this Agreement, the term of
employment shall commence upon the full execution of this Agreement and
terminate precisely three (3) years later.
SECTION FOUR: Employer shall pay Employee and Employee agrees to accept from
Employer, for Employee's services under this agreement, compensation at a gross
rate of ONE HUNDRED AND TWENTY THOUSAND DOLLARS ($120,000) per year for
performing the services called for under this Agreement ("Salary"). Said Salary
shall be paid on an every other week basis. . The Employer shall provide an
additional $10,000 for non_accountable expenses, payable bi_monthly for the
first year of this agreement. This non_accountable expense allowance shall cease
one_year from date of this agreement.
The Employer shall issue Employee $40,000 of S-8 stock 30 days from the full
execution of this agreement and in conjunction with the filing of a "Form X-0
Xxxxxxxxxx Xxxxxxxxx". Stock price shall be the average "Closing" price of QBIZ
common stock, five days prior to the issuance of S-8 stock. This stock is
considered an inducement for employment.
SECTION FIVE: Employer shall provide individual health insurance to Employee
with no contribution required from Employee.
SECTION SIX: Employer shall provide a company vehicle 1999 BMW 325, or the
financial equivalent at Employee's option, to Employee and provide all
maintenance, insurance, repair and fuel to said vehicle. Employer shall provide
a company cell phone during term of employment.
SECTION SEVEN: Employer shall provide three (3) weeks annual paid vacation and
one (1) week annual paid sick leave to Employee. In addition to vacation and
sick days, the Employee shall have the following designated holidays: New Year's
Day, Birthday of Xxxxxx Xxxxxx Xxxx, Xx., Lincoln's Birthday, Washington's
Birthday, Good Friday, Memorial Day, July 4th, Labor Day and the following
Friday, and Christmas Day (Note: Should any of the above dates fall on Saturday
or Sunday, the following Monday shall be deemed as a holiday). Employee shall
not take more than two (2) weeks of vacation and/or sick leave within any two
(2) month period. Unused Sick time or vacation time will not accrue from year to
year.
SECTION EIGHT: Employer shall compensate Employee with a "Performance Incentive
Bonus" equal to 10% of the "net profits" of The Xxxxx Agency as reported by the
company's CPA on the company's "audited financial statement" at the end of each
fiscal year. Excluded from "net profits" for the purpose of calculating the 10%,
will be any charges imposed by QBIZ upon Employer which are not incurred
expenses in the ordinary course of business or supported by sound business
judgment. The Employee may receive this bonus in cash and/or S_8 stock in
conjunction with the filing of a "Form X-0 Xxxxxxxxxx Xxxxxxxxx". The bonus will
be given upon the filing of the year_end 10K unless otherwise approved by the
Employer. There shall be a cap on the total amount of Performance Incentive
Bonus paid to the Employee. In no event, shall the Employee receive more than
$250,000 for the Performance Incentive Bonus during any fiscal year (prorated if
Employee is only employed for part of that fiscal year).
SECTION NINE: Notwithstanding anything in this agreement to the contrary,
Employer has the option to terminate this agreement in the event that during its
term Employee shall become permanently disable as the term permanently disabled
is defined below. Such option shall be exercised by Employer giving notice to
Employee by registered mail. Upon, the giving of such notice, Employee's
employment come to an end on the last day of the month in which the notice is
mailed, with the same force and effect as is that day were originally set forth
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as the termination date. For the purposes of the agreement, Employee shall be
deemed to have become permanently disabled if, during any year of the term of
this agreement, because of ill health, physical or mental disability, or for
other causes beyond his control, he shall have been continuously unable or
unwilling or have failed to perform his duties under this contract for thirty
(30) consecutive days, or if, during any year of the term of this agreement, he
shall have been unable or unwilling or have failed to perform his duties for a
total period of sixty (60) days, either consecutive or not. For the purposes of
this agreement, the term "any year of the term of this agreement" is defined to
mean any period of twelve (12) consecutive calendar months.
SECTION TEN: As a condition of his employment and continued, the Employee must
sign a Non_Compete/Non_Disclosure Agreement (the "Non_Compete") in a form
acceptable to Employer, which Employer may modify from time to time. Employee's
failure to execute the Non_Compete or abide by its terms shall constitute a
breach of this Employment Contract. A breach of this Employment Contract by
Employer shall not affect Employee's obligations under the Non_Compete, unless
so provided in the Non-Compete.
SECTION ELEVEN: Employee shall devote his full time, attention, knowledge, and
skill to the business and interest of Employer, and Employer shall be entitled
to all of the benefits, emoluments, profits, intellectual property rights or
other issues or product 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 he 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 his 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. Employer expressly
acknowledges that Employee is a involved with Profiles & Opportunity Concept
Program, and that Employee will not function in any day_to_day activities and/or
be involved in any of its business during Employees normal working hours for
Employer ("Permitted Activities"). Employee shall not cause or allow those
Permitted Activities to: (i) materially interfere with the diligent performance
of Employee's duties hereunder; (ii) deprive Employer or divert from Employer,
of any corporate or economic opportunity; (iii) cause third parties to believe
that the Permitted Activities are being performed by, in conjunction with or
sanctioned by Employer; or (iv) expose Employer to any civil or criminal
liability or to increase the likelihood of such exposure. The Employee shall
devote his full time and attention to the Employer's business. During the term
of this agreement except as otherwise provided herein, the Employee shall not
engage in any other business activity, regardless of whether it is pursued for
gain or profit which in the reasonable judgment of the Board, materially
interferes with the performance of the Employee's responsibilities hereunder.
SECTION TWELVE: Employee further specifically agrees that he will not, without
Employer's prior written consent, at any time, in any manner, either directly or
indirectly, communicate to any person, firm, entity or corporation any
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information of any kind concerning any matters affecting or relating to the
business of Employer, including, without limiting the generality of the
foregoing, the names of any of its customers, the prices it obtains or has
obtained or at which it sells or has sold its products, or any other information
of, about, or concerning the business of Employer, its manner of operation, its
plans, processes, or other data of any kind, nature, or description without
regard to whether any or all of the foregoing matters would be deemed
confidential, material, or important. The parties stipulate that as between
them, all such matters are important, material, and confidential and gravely
affect the effective and successful conduct of the business of the Employer, and
its goodwill, and that any breach of the terms of this paragraph is a material
breach of this agreement.
SECTION THIRTEEN: Anything contained in this agreement to the contrary
notwithstanding, it is understood and agreed that Employee shall not have the
right to make any contract or commitments for or on behalf of Employer without
the written consent of Employer. The Employee will take direction from and
reported to any of the following persons who have the authority to speak for and
on behalf of the Employer: (i) any of the executive officers of Quikbiz Internet
Group, Inc., including without limitation, Xxxxx Xxxxxxxx and Xxxxxx Xxxxx;
and/or (ii) the directors of Quikbiz Internet Group, Inc. and/or A.D.S.
Advertising Corp. d/b/a The Xxxxx Agency.
SECTION FOURTEEN:
(a) The Employee may be terminated for cause. For the purpose of this
Section, "cause" shall mean (i) material breach of any agreement, covenant,
representation or warranty of the Employee or Seller set forth in this
Employment Contract, the Non-Compete/Non-Disclosure Agreement (of even date
herewith) or the August 20, 1999 Asset Purchase Agreement (or any instruments
executed in connection therewith) provided Employee is first given ten (10) days
notice and an opportunity to cure said breach; (ii) the commission or
participation by the Employee in an injurious act of fraud or dishonesty against
the Employer, (iii) the commission or participation by the Employee in any other
injurious act or omission wantonly, willfully, recklessly or in a manner which
was grossly negligent against the Employer, (iv) Employee's engaging in a
criminal enterprise involving moral turpitude, (v) Employee's engaging through
act or omission, in conduct amounting to personal dishonesty, incompetence,
breach of fiduciary duty or willful violation of any law, rule, regulation or
order of court or direction of the Employer that has an adverse effect on
Employer's business; or (vi) Employee failing or refusing to comply with the
reasonable policies, standards or regulations of the Employer from time to time
established.
(b) Notwithstanding anything to the contrary contained in this
agreement, the Employer may terminate Employee's employment if Employee dies,
whereupon, all further Employee compensation under this agreement shall cease.
(c) Upon termination of employment (for whatever reason), Employee
shall be entitled to his accrued salary and commissions earned through the date
of termination, less any prepaid sums or other rights of setoff belonging to
Employer at the date of termination. any company owned vehicle, cell phone and
other company property, also Employer shall be released from further liability
to Employee for Salary, bonus, non_accountable expense allowance, insurance or
any other compensation or benefits provided for in this agreement, unless
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Employer improperly terminates Employee's employment, in which event Employee
shall be entitled to continued periodic payment of his Salary through the end of
the then pending term of this agreement.
(d) The Employee may terminate his employment hereunder if: (i)
Employer shall fail to pay any amount due to Employee when such amount becomes
due provided that Employer shall be entitled to thirty (30) days written notice
and an opportunity to cure such default; or (ii) Employer shall breach any
material agreement, covenant, representation or warranty made by the Employer in
this Employment Contract or the Asset Purchase Agreement, provided that Employer
shall be entitled to thirty (30) days written notice and an opportunity to cure
such default.
SECTION FIFTEEN: This written agreement and any other specifically referenced
herein (E.g. the Non_Compete and the Asset Purchase Agreement) contain 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 (or those
referenced herein) and the parties acknowledge that they have had the
opportunity to have legal counsel of their choice review this agreement prior to
entering into the same. Both parties hereto shall execute and deliver such other
instruments and do such other acts as may be necessary to carry out the intent
and purposes of this agreement.
SECTION SIXTEEN: 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 SEVENTEEN: The parties agree that it is their intention and covenant
that this agreement and performance under it and all suits relating to it be
construed in accordance with and under and pursuant to the laws of the State of
Florida, with venue for any lawsuit situate in Broward County. In the event of
any dispute between the parties in any way related to this Agreement, the
prevailing party shall be awarded its reasonable attorneys' fees and costs
through all trial and appellate levels.
SECTION EIGHTEEN: This agreement shall be binding on and inure to the benefit of
the respective parties and their executors, administrators, heirs, personal
representatives, successors and assigns. The Employee acknowledges that his
services are unique and personal. Accordingly, the Employee may not assign his
rights or delegate his duties or obligations under this Agreement. The
Employer's rights and obligations under this employment agreement shall inure to
the benefit of and shall be binding upon the Employer's successors and assigns.
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SECTION NINETEEN: Severability. Should any portion of this agreement be found to
be unenforceable at law or in equity, the remaining provisions of this agreement
are to remain in full force and effect.
SECTION TWENTY: Unless otherwise specifically provided herein, all notices to be
given hereunder shall be in writing and sent to the parties by certified mail,
return receipt requested, which shall be addressed to each party's respective
address set forth herein or to such other address as such party shall give to
the other party hereto by notice given in accordance with this Section and
except as otherwise provided in this agreement, shall be effective when
deposited in the United States mail, properly addressed and postage prepaid. If
such notice is sent other than by the United States mail, such notice shall be
effective when actually received by the party being noticed.
SECTION TWENTY-ONE: Employee will disclose promptly to Employer and does assign
and agrees to assign to Employer, without additional compensation to Employee,
all of Employee's right, title, and interest in and to any and all inventions,
discoveries, improvements, modifications, extensions or advancements made,
conceived, devised, developed or perfected by Employee during the term of
Employee's employment, whether on duty or off, and in and to all proprietary
rights therein or based thereon, which (i) uses equipment, supplies, facilities
or trade secrets of Employer, or (ii) uses the time for which Employee was
compensated by Employer, or (iii) which relates to the business of Employer or
to its actual or demonstrable anticipated research and development, or (iv) that
results, in whole or in part, from work performed by Employee for Employer and
its assigns. The Employee agrees to sign all instruments necessary for filing
and prosecution of any application for patent, trademark or copyright of the
United States or any foreign country or the renewing of any of the aforesaid
rights or applications, and to sign all instruments necessary for the filing and
prosecution of any continued, divisional and reissue applications which may be
necessary to render the aforesaid intellectual property effective and in full
force.
SECTION TWENTY-TWO: Fearing the Employee to be in violation of this Agreement,
Employer may request, in writing, that Employee provide Employer with an
affidavit specifically denying each and every feared violation alleged in
Employer's written request and do so within ten (10) days of the date of
Employer's written request ("Adequate Assurances"). Employee's failure to
appropriately respond to or deny any such allegation within the ten (10) day
period shall be deemed an admission of that allegation.
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EMPLOYER: EMPLOYEE: Xxxxx Xxxxx _
A.D.S. ADVERTISING CORP., a Florida 0000 X.X. 0 Xxxxx
corporation, d/b/a THE XXXXX AGENCY Deerfield Beach, Florida
5310 N.W. 33rd Avenue, Suite 212 33441
Ft. Xxxxxxxxxx, Xxxxxxx 00000
/s/ Xxxxxx X. Xxxxx 8/31/99 /s/ Xxxxx Xxxxx 8/31/99
BY:___________________________ ___________________________________
Dated Dated
WITNESSES:
___________________________________ ___________________________________
GUARANTY OF QUIKBIZ
QUIKBIZ INTERNET GROUP, INC., a publicly traded Nevada Corporation
hereby guaranties The Xxxxx Agency's obligations under this Employment Contract
for Xxxxx Xxxxx.
GUARANTOR: Quikbiz Internet Group, Inc.,
a Nevada Corporation authorized to transact
business in Florida
/s/ Xxxxx Xxxxxxxx 8/31/99
By: ________________________________________
Xxxxx Xxxxxxxx, CEO, ____________ Date
