Exhibit 10.10
EMPLOYMENT AGREEMENT
between
AVENUE A GLOBAL RESOURCES, INC.
and
XXXX XXXXXX
Dated as of June 1, 2000
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement"), dated as of June 1, 2000, is
between Avenue A Global Resources, Inc., ("Global Resources") a wholly owned
subsidiary of Avenue A, Inc. ("Avenue A"), both Washington corporations, and
Xxxx Xxxxxx ("Executive").
W I T N E S S E T H:
WHEREAS, Executive will be serving Global Resources as its President,
International and Global Resources desires to retain the services of Executive
upon the terms and conditions set forth herein; and
WHEREAS, Executive is willing to provide services to Global Resources upon
the terms and conditions set forth herein;
A G R E E M E N T S:
NOW, THEREFORE, for and in consideration of the foregoing premises and for
other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, Global Resources and Executive hereby agree as follows:
1. EMPLOYMENT
During Executive's employment, Executive shall serve Global Resources
faithfully and to the best of his ability, devoting substantially all his
working time, attention and energies to the business of Global Resources. Unless
specifically agreed otherwise by Avenue A's CEO Executive shall not engage in
any other business activity (except the management of personal investments and
charitable and civic activities which in the aggregate do not interfere with the
performance of Executive's duties hereunder).
1.1 Summary of Responsibilities
During Executive's employment he will be responsible to lead, establish,
direct, and expand the international DMS business of Avenue A and Global
Resources, including but not limited to business operations in Europe, Asia,
Australia and Latin America. Executive will be expected to travel to and spend
as much time as is needed and appropriate in countries around the world where
Avenue A or Global Resources conducts business or where business opportunities
for Avenue A or Global Resources exist. While the international headquarters
will initially be based in London, England, Executive will likely spend
increasing proportions and then a majority of his time travelling to and working
in countries outside the United Kingdom. The preceding serves as a general
summary of responsibilities; other duties and/or projects may be assigned.
1.2 Duration of Employment
The assignment of Executive will be for a period of up to three (3) years
beginning on June 1, 2000 (although this is not a guarantee of continuing
employment during this period). The parties may extend Executive's employment by
mutual agreement.
1.3 Compensation
During his employment, and commencing on June 1, 2000, Global Resources
will pay Executive an annual salary of not less than $325,000 paid monthly by
direct transfer to Executive's bank account. This salary includes appropriate
and agreed upon expatriate allowances and adjustments to reflect the cost of
living and income tax differences between the Unites States and the United
Kingdom. Executive will be entitled to participate in any incentive bonus
compensation scheme that Avenue A or Global Resources may decide to initiate.
Executive's compensation will be reviewed annually in accordance with Avenue A
policy.
2. BENEFITS
2.1 General Benefits
During his employment, Executive will be entitled to participate (subject
to any legal limitations) in all employee benefit plans in which executives of
Avenue A may participate. Executive will also be entitled to participate
(subject to any legal limitations) in any benefit plans implemented for
executive-level employees of Avenue A or Global Resources residing in the United
Kingdom. This provision is intended to apply only to benefit plans generally
applicable to executives and does not apply to specific perquisites or specific
employment agreements offered to other executives of Avenue A or Global
Resources.
2.2 Dependent Tuition Benefits
Global Resources will pay all tuition and school fees for Executive's son,
Xxxxx Xxxxxx, at the American School in London, England from the date of this
Agreement so long as Executive remains employed in the United Kingdom with
Global Resources or Avenue A.
2.3 Tax Advice
Global Resources will pay for advice in relation to Executive's tax
position in the United Kingdom and the United States of America including
preparation of any annual tax return required in either jurisdiction.
2.4 Holiday Airfare
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Global Resources will pay airfare for two round trip tickets each year for
Executive, his wife and son to return to any city in the United States (or such
other city in the world at a cost no greater than that to the United States).
Travel will be according to Avenue A's then current travel policy for
executives.
3. RELOCATION
3.1 Relocation Costs
Global Resources will pay to move Executive, his wife and dependent
family, as well as Executive's personal effects, to London, England. The move
will include the cost of packing, shipping and insurance. Global Resources will
provide Executive with temporary accommodation in London until Executive's
family arrives in August 2000. Upon completion or termination of Executive's
employment or transfer back to the US, Global Resources will pay to move
Executive, his wife and dependent family as well as Executive's personal effects
back to the United States. The move will include the cost of packing, shipping
and insurance.
3.2 Sale of Seattle Residence
Global Resources will pay out of pocket expenses associated with the sale
of Executive's Seattle, WA home as well as the purchase of a new residence in
London, England. Out of pocket expenses include items such as sales and/or
purchase commissions. Payment of these expenses will be in lieu of any on-going
housing and/or rental allowance, which may be customary during the full length
of other expatriate assignments.
3.3 Income Tax Adjustment
To the extent that any benefit paid under Sections 2.2, 2.3 and 3.1 - 3 is
taxable to Executive under UK law or US law, then Company will pay such taxes on
a grossed up basis.
4. TERMINATION
Employment of Executive pursuant to this Agreement may be terminated as
follows:
4.1 By Global Resources
With or without cause, Global Resources may terminate the employment of
Executive at any time upon giving Notice of Termination (as defined below).
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4.2 By Executive
Executive may terminate his employment at any time, for any reason, upon
giving Notice of Termination.
4.3 Automatic Termination
This Agreement and Executive's employment hereunder shall terminate
automatically upon the death or total disability of Executive. The term "total
disability" as used herein shall mean Executive's inability to perform the
duties set forth in paragraph 1 hereof for a period or periods aggregating
ninety (90) calendar days in any 12-month period as a result of physical or
mental illness, loss of legal capacity or any other cause beyond Executive's
control, unless Executive is granted a leave of absence. Executive and Global
Resources hereby acknowledge that Executive's ability to perform the duties
specified in paragraph 1 hereof is of the essence of this Agreement. Termination
hereunder shall be deemed to be effective (a) at the end of the calendar month
in which Executive's death occurs or (b) immediately upon a determination by the
Board of Directors of Avenue A of Executive's total disability, as defined
herein.
4.4 Notice
The term "Notice of Termination" shall mean at least thirty (30) days'
written notice of termination, by either party, of Executive's employment,
during which period Executive's employment and performance of services will
continue; provided, however, that Global Resources may, upon notice to Executive
and without reducing Executive's compensation during such period, excuse
Executive from any or all of his duties during such period. The effective date
of the termination (the "Termination Date") of Executive's employment hereunder
shall be the date on which such 30-day period expires.
5. PAYMENTS UPON TERMINATION
In the event of termination of the employment of Executive, all
compensation and benefits set forth in this Agreement shall terminate except
Global Resources shall pay Executive any unpaid annual base salary at the rate
of pay in effect at the time of termination (hereinafter "Base Salary") through
the Termination Date. Such payment will be made on the Termination Date or
within 15 days thereafter.
6. CONFIDENTIALITY, NONCOMPETITION AND
NONSOLICITATION AGREEMENT
Executive is subject to the terms of the Confidentiality Agreement entered
into concurrently with this Agreement and the terms of the Confidentiality
Agreement shall survive the termination of Executive's employment with Global
Resources or Avenue A.
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7. REPRESENTATIONS AND WARRANTIES; NO VIOLATION
In order to induce Global Resources to enter into this Agreement,
Executive represents and warrants to Global Resources that neither the execution
nor the performance of this Agreement by Executive will violate or conflict in
any way with any other agreement by which Executive may be bound, or with any
other duties imposed upon Executive by corporate or other statutory or common
law.
8. NOTICE AND CURE OF BREACH
Whenever a breach of this Agreement by either party is relied upon as
justification for any action taken by the other party pursuant to any provision
of this Agreement, before such action is taken, the party asserting the breach
of this Agreement shall give the other party at least 14 days' prior written
notice of the existence and the nature of such breach before taking further
action hereunder and shall give the party purportedly in breach of this
Agreement the opportunity to correct such breach during the 14-day period.
9. FORM OF NOTICE
All notices given hereunder shall be given in writing, shall specifically
refer to this Agreement and shall be personally delivered or sent by telecopy or
other electronic facsimile transmission or by registered or certified mail,
return receipt requested, at the address set forth below or at such other
address as may hereafter be designated by notice given in compliance with the
terms hereof:
If to Executive: Xxxx Xxxxxx
0, Xxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxxx.
If to Global Resources: Avenue A, Inc.
000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: President and CEO
Copy to: Xxxxxxx Coie LLP
0000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000-0000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxxxxx
Xxxxxx Xxxxxxx Xxxxxxx
Xxxxxxxxx
00 Xxxxxxxx Xxxxxxxxxx
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Xxxxxx XX0X 0XX
Attention: Xxxxxxxx Xxxxxxxx
If notice is mailed, such notice shall be effective upon mailing, or if
notice is personally delivered or sent by telecopy or other electronic facsimile
transmission, it shall be effective upon receipt.
10. ASSIGNMENT
This Agreement is personal to Executive and shall not be assignable by
Executive. Global Resources may assign its rights hereunder to (a) any
corporation resulting from any merger, consolidation or other reorganization to
which Global Resources is a party or (b) any corporation, partnership,
association or other person to which Global Resources may transfer all or
substantially all of the assets and business of Global Resources existing at
such time. All of the terms and provisions of this Agreement shall be binding
upon and shall inure to the benefit of and be enforceable by the parties hereto
and their respective successors and permitted assigns.
11. WAIVERS
No delay or failure by any party hereto in exercising, protecting or
enforcing any of its rights, titles, interests or remedies hereunder, and no
course of dealing or performance with respect thereto, shall constitute a waiver
thereof. The express waiver by a party hereto of any right, title, interest or
remedy in a particular instance or circumstance shall not constitute a waiver
thereof in any other instance or circumstance. All rights and remedies shall be
cumulative and not exclusive of any other rights or remedies.
12. ARBITRATION
Any controversies or claims arising out of or relating to this Agreement
shall be fully and finally settled by arbitration in the city of Seattle in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association then in effect (the "AAA Rules"), conducted by one arbitrator either
mutually agreed upon by Global Resources and Executive or chosen in accordance
with the AAA Rules, except that the parties thereto shall have any right to
discovery as would be permitted by the Federal Rules of Civil Procedure for a
period of 90 days following the commencement of such arbitration and the
arbitrator thereof shall resolve any dispute which arises in connection with
such discovery. The prevailing party shall be entitled to costs, expenses and
reasonable attorneys' fees, and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof.
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13. AMENDMENTS IN WRITING
No amendment, modification, waiver, termination or discharge of any
provision of this Agreement, nor consent to any departure therefrom by either
party hereto, shall in any event be effective unless the same shall be in
writing, specifically identifying this Agreement and the provision intended to
be amended, modified, waived, terminated or discharged and signed by Global
Resources and Executive, and each such amendment, modification, waiver,
termination or discharge shall be effective only in the specific instance and
for the specific purpose for which given. No provision of this Agreement shall
be varied, contradicted or explained by any oral agreement, course of dealing or
performance or any other matter not set forth in an agreement in writing and
signed by Global Resources and Executive.
14. APPLICABLE LAW
This Agreement shall in all respects, including all matters of
construction, validity and performance, be governed by, and construed and
enforced in accordance with, the laws of the state of Washington, without regard
to any rules governing conflicts of laws.
15. EXHIBIT B
The particulars of employment required to be given to Executive pursuant
to Section 1 of the Employment Rights Xxx 0000 are set out in Exhibit B.
16. SEVERABILITY
If any provision of this Agreement shall be held invalid, illegal or
unenforceable in any jurisdiction, for any reason, including, without
limitation, the duration of such provision, its geographical scope or the extent
of the activities prohibited or required by it, then, to the full extent
permitted by law (a) all other provisions hereof shall remain in full force and
effect in such jurisdiction and shall be liberally construed in order to carry
out the intent of the parties hereto as nearly as may be possible, (b) such
invalidity, illegality or unenforceability shall not affect the validity,
legality or enforceability of any other provision hereof, and (c) any court or
arbitrator having jurisdiction thereover shall have the power to reform such
provision to the extent necessary for such provision to be enforceable under
applicable law.
17. HEADINGS
All headings used herein are for convenience only and shall not in any way
affect the construction of, or be taken into consideration in interpreting, this
Agreement.
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18. COUNTERPARTS
This Agreement, and any amendment or modification entered into pursuant to
paragraph 12 hereof, may be executed in any number of counterparts, each of
which counterparts, when so executed and delivered, shall be deemed to be an
original and all of which counterparts, taken together, shall constitute one and
the same instrument.
19. ENTIRE AGREEMENT
This Agreement on and as of the date hereof, together with the
Confidentiality Agreement, constitutes the entire agreement between Global
Resources and Executive with respect to the subject matter hereof and all prior
or contemporaneous oral or written communications, understandings or agreements
between Global Resources and Executive with respect to such subject matter are
hereby superseded and nullified in their entireties.
IN WITNESS WHEREOF, the parties have executed and entered into this
Agreement on the date set forth above.
EXECUTIVE:
Xxxx Xxxxxx
/s/ Xxxx Xxxxxx
-----------------------------------
Avenue A Global Resources, Inc.
By /s/ Xxxxx XxXxxxxxx
-----------------------------------
Xxxxx XxXxxxxxx
President and CEO
Avenue A, Inc.
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EXHIBIT A
CONFIDENTIALITY AGREEMENT
AVENUE A, INC.
CONFIDENTIALITY, INVENTIONS ASSIGNMENT,
NONCOMPETITION AND NONSOLICITATION AGREEMENT
In consideration of my employment as an employee or independent contractor
with Avenue A, Inc. a Washington corporation (the "Company"), the compensation
paid to me by the Company, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, I agree as follows:
Section 1. Definitions
Whenever used in this Agreement, the following terms will have the
following specified meanings:
1.1 "Competing Business" means any business whose commercial efforts are
in competition with the commercial efforts of the Company. Without limiting the
generality of the foregoing, a Competing Business includes any business whose
commercial efforts involve (a) offering or selling advertising, advertisement
reselling or marketing products or services in connection with the Internet or
on-line commerce, or any other products or services that the Company may from
time to time offer or sell, or (b) any products or services in competition with
any products or services which are, at any time during or at the end of the
Term, either (i) produced, marketed or otherwise commercially exploited by the
Company or (ii) in actual or demonstrably anticipated research or development by
the Company.
1.2 "Confidential Information" means any information that (a) relates to
the business of the Company or the prospective business of the Company, (b) is
not generally available to the public, and (c) is or was conceived, compiled,
developed, discovered or received by, or made available to, me during the Term,
whether solely or jointly with others, and whether or not while engaged in
performing work for the Company. Without limiting the generality of the
foregoing, Confidential Information includes information relating to Inventions,
trade secrets, products, services, finances, business plans, marketing plans,
legal affairs, suppliers, clients, potential clients, prospects, opportunities,
contracts or assets of the Company. Confidential Information also includes any
information which has been made available to the Company by or with respect to
another Person and which the Company is obligated to keep confidential.
1.3 "Invention" means any product, computer program, device, technique,
know-how, algorithm, method, process, procedure, improvement, discovery, design,
development, new concept, new idea, or invention, whether or not patentable or
copyrightable and whether or not reduced to practice, that (a) is within the
scope of the
Company's business, research or investigations or results from or is derived
from or is suggested by any work performed by me for the Company and (b) is
created, conceived, reduced to practice, developed, discovered, invented or made
by me during the Term, whether solely or jointly with others, and whether or not
while engaged in performing work for the Company.
1.4 "Material" means any product, prototype, model, document, diskette,
tape, picture, drawing, design, recording, report, proposal, paper, note,
writing or other tangible item which contains or manifests, whether in printed,
handwritten, coded, magnetic or other form, any Confidential Information or
Invention.
1.5 "Person" means any corporation, partnership, trust, association,
governmental authority, educational institution, individual or other entity.
1.6 "Proprietary Right" means any patent, copyright, mask work, trade
secret, trademark, trade name, service xxxx or other protected or protectable
intellectual property right in any Confidential Information, Invention or
Material.
1.7 "Term" means the term of my employment with the Company, whether on a
full-time, part-time or consulting basis.
Section 2. Confidential Information, Inventions and Materials
2.1 The Company will be the exclusive owner of all Confidential
Information, Inventions, Materials and Proprietary Rights. To the extent
applicable, all Materials will constitute "works for hire" under applicable
copyright laws.
2.2 I hereby assign and transfer, and agree to assign and transfer, to the
Company all right, title and interest that I may now or hereafter have in the
Confidential Information, Inventions, Materials and Proprietary Rights, subject
to the limitations set forth in the notice below. Additionally, I hereby waive
any moral rights that I may have in or to any Confidential Information,
Inventions, Materials and Proprietary Rights. I will take such action
(including, but not limited to, the execution, acknowledgment, delivery and
assistance in preparation of documents or the giving of testimony) as may be
requested by the Company to evidence, transfer, vest or confirm the Company's
right, title and interest in the Confidential Information, Inventions, Materials
and Proprietary Rights. I will not contest the validity of any Proprietary
Rights.
2.3 Except as required for performance of my work for the Company or as
authorized in writing by the Company, I will not (a) use, disclose, publish or
distribute any Confidential Information, Inventions or Materials or (b) remove
any Materials from the Company's premises. I will hold all Materials in trust
for the Company and I will deliver them to the Company upon request and in any
event at the end of the Term.
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2.4 I will promptly Disclose to the Company all Confidential Information,
Inventions and Materials, as well as any business opportunity which comes to my
attention during the Term and which relates to the business or prospective
business of the Company or which arises in connection with my employment with
the Company. I will not take advantage of or divert any such opportunity for the
benefit of myself or anyone else either during or after the Term without the
prior written consent of the Company.
NOTICE: Notwithstanding any other provision of this Agreement to the
contrary, this Agreement does not obligate me to assign or offer to assign to
the Company any of my rights in an invention for which no equipment, supplies,
facilities or trade secret information of the Company was used and which was
developed entirely on my own time, unless (a) the invention relates (i) directly
to the business of the Company or (ii) to the Company's actual or demonstrably
anticipated research or development, or (b) the invention results from any work
performed by me for the Company. This satisfies the written notice and other
requirements of RCW 49.44.140.
Section 3. Noncompetition and Nonsolicitation
3.1 During the Term and for a period of twelve (12) months after the Term,
I will not directly or indirectly, and whether or not for compensation, either
on my own behalf or in any other capacity, be employed by, consult with, or
otherwise perform services for, own, manage, operate, join, control or
participate in the ownership, management, operation or control of, or be
connected with, in any manner, any Competing Business.
3.2 During the Term and for a period of twelve (12) months after the Term,
I will not directly or indirectly solicit, induce, influence or entice, or
attempt to solicit, induce, influence or entice any employee, consultant,
customer, supplier, distributor, joint venturer or contractor of the Company (a)
to cease his, her or its relationship with the Company or (b) to engage in, be
employed by, consult with, or otherwise perform services for, own, manage,
operate, join, control or participate in the ownership, management, operation or
control of, or be connected with, in any manner, any Competing Business.
Section 4. No Conflicting Obligations
4.1 My execution, delivery and performance of this Agreement and the
performance of my other obligations and duties to the Company will not violate
any other employment, nondisclosure, confidentiality, consulting or other
agreement to which I am a party or by which I may be bound.
4.2 I will not use in performance of my work for the Company or disclose
to the Company any trade secret, confidential or proprietary information of any
prior employer
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or other Person if and to the extent that such use or disclosure may violate any
obligation or duty that I owe to such other Person (e.g., under any agreement or
applicable law). My compliance with this paragraph will not prohibit, restrict
or impair the performance of my work, obligations and duties to the Company.
Section 5. Nondisparagement
5.1 During my employment with the Company and for a period of twelve (12)
months thereafter, I will not (a) make any false, misleading or disparaging
representations or statements with regard to the Company or the products or
services of the Company or (b) make any statement that may impair or otherwise
adversely affect the goodwill or reputation of the Company.
Section 6. Miscellaneous
6.1 This Agreement is not a contract of employment and no rights of
employment are hereby created. I understand that unless otherwise provided in a
written agreement between me and the Company that expressly references this
section 6.1 of this agreement, my employment with the Company is "at will" and
may be terminated at any time by me or the Company, with or without cause, for
any reason or no reason. This Agreement will survive any termination of my
employment.
6.2 In the event of any breach of or default under this Agreement by me,
the Company may suffer irreparable harm and have no adequate remedy at law. In
the event of any such breach or default, or any threat of such breach or
default, the Company will be entitled to injunctive relief, specific performance
and other equitable relief. Further, in any legal action or other proceeding in
connection with this Agreement (e.g., to recover damages or other relief), the
prevailing party will be entitled to recover, in addition to any other relief to
which it may be entitled, its reasonable attorneys' fees and other costs
incurred in that action or proceeding. The rights and remedies of the Company
under this paragraph are in addition to, and not in lieu of, any other right or
remedy afforded to the Company under any other provision of this Agreement, by
law or otherwise.
6.3 This Agreement will be enforced to the fullest extent permitted by
applicable law. If for any reason any provision of this Agreement is held to be
invalid or unenforceable to any extent, then (a) such provision will be
interpreted, construed or reformed to the extent reasonably required to render
the same valid, enforceable and consistent with the original intent underlying
such provision, and (b) such invalidity or unenforceability will not affect any
other provision of this Agreement or any other agreement between the Company and
me. If the invalidity or unenforceability is due to the unreasonableness of the
scope or duration of the provision, the provision will remain effective for such
scope and duration as may be determined to be reasonable.
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6.4 The failure of the Company to insist upon or enforce strict
performance of any other provisions of this Agreement or to exercise any of its
rights or remedies under this Agreement will not be construed as a waiver or a
relinquishment to any extent of the Company's rights to assert or rely on any
such provision, right or remedy in that or any instance; rather, the same will
be and remain in full force and effect
6.5 This Agreement is personal to the Employee and shall not be assignable
by the Employee. The Company may assign its rights hereunder to (a) any
corporation resulting from any merger, consolidation or other reorganization to
which the Company is a party or (b) any corporation, partnership, association or
other person to which the Company may transfer all or substantially all of the
assets and business of the Company existing at such time. All of the terms and
provisions of this Agreement shall be binding upon and shall inure to the
benefit of and be enforceable by the parties hereto and their respective
successors and permitted assigns.
6.6 This Agreement sets forth the entire Agreement, and supersedes any and
all prior agreements, between me and the Company with regard to any of the
following: the Confidential Information, Inventions, Materials and Proprietary
Rights of the Company, noncompetition, nonsolicitation and nondisparagement.
This Agreement may not be amended, except by writing signed by the party against
whom such amendment is sought to be enforced.
6.7 This Agreement will be governed by the laws of the State of Washington
without regard to its choice of law provisions. I irrevocably consent to the
jurisdiction of the courts of the state of Washington, King County, the United
States District Court for the Western District of Washington at Seattle, and all
applicable appellate courts, in connection with any action relating to this
Agreement. Further, I will not bring any action relating to this Agreement other
than in the courts specified in this paragraph.
6.8 I have carefully read all of the provisions of this Agreement and
agree that (a) the same are necessary for the reasonable and proper protection
of the Company's business, (b) the Company has been induced to enter into and
continue its relationship with me in reliance upon my compliance with the
provisions of this Agreement, (c) every provision of this Agreement is
reasonable with respect to its scope and duration, and (d) I have received a
copy of this Agreement.
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This Agreement shall be effective as of November 18, 1998.
/s/ Xxxx X. Xxxxxx
---------------------------------------
Signature
Xxxx X. Xxxxxx
---------------------------------------
FULL NAME (print or type)
Soc. Sec. No. ###-##-####
-------------------------
ACCEPTED:
Avenue A, Inc.
By: X. Xxx Xxxx
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Its: HR
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Avenue A Media
Candidate Non-Disclosure Agreement
You, the undersigned Candidate, have been invited to interview for
possible employment with Avenue A Media subject to the following understanding.
Avenue A is interested in talking with you based upon your general knowledge,
background, experience and skills and abilities, and not because of your
knowledge of any confidential information or trade secrets belonging to your
current or prior employer or any other entity or person. You will not bring onto
Avenue A Media property any documents or other materials in tangible form
containing any confidential information or trade secrets belonging to any other
person or entity.
Further, in consideration of the disclosure of confidential information by
Avenue A to the Candidate, Candidate hereby agrees as follows:
1. Confidential Information and Materials
"Confidential Information" of Avenue A means nonpublic information that
Avenue A designates as being confidential or that, under the circumstances
surrounding disclosure, ought to be treated as confidential. Confidential
information includes, without limitation: (a) technical, financial, marketing,
manufacturing, distribution or other business information with trade secrets of
Avenue A, including without limitation concepts, techniques, processes, methods,
systems, designs, circuits, cost data, computer programs, formulas, development
of experimental work, work in progress, customers and suppliers, and business
policies or practices; (b) information relating to unreleased Avenue A products
or services or the marketing or promotion of such products and services; and (c)
information received from others that Avenue A is obligated to treat as
confidential. "Confidential Materials" means all tangible materials containing
Confidential Information, including unreleased Avenue A products or services and
documentation.
2. Candidate's Obligations
Candidate shall not disclose any Confidential Information or Confidential
Materials to third parties for two (2) years following the date of its
disclosure by Avenue A Media to Candidate. Candidate acknowledges that a breach
of this Agreement would cause irreparable harm to Avenue A, and agrees that in
that event Avenue A would be entitled to injunctive relief to enforce this
Agreement in addition to any other applicable remedies.
3. Miscellaneous
All Confidential Information and Materials shall remain the property of
Avenue A. Any unreleased Avenue A products provided under this Agreement are
provided "as is".
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This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof, and it may be modified only by a subsequent
written agreement signed by both parties. This Agreement shall in all respects,
be governed by Washington law. This Agreement will inure to the benefit of and
be binding upon the parties, their successors and assigns. If any provision of
this Agreement shall be held by a court of competent jurisdiction to be illegal,
invalid or unenforceable, the remaining provisions shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
Candidate's Signature: /s/ Xxxx Xxxxxx
----------------------
Print Name: Xxxx Xxxxxx
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Address: 000 Xxxxxxxxx Xxxx
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City/State: Xxxxxxxx, XX 00000
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Date: 10/16/98
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EXHIBIT B
PARTICULARS OF EMPLOYMENT REQUIRED TO BE GIVEN BY
SECTION 1 EMPLOYMENT RIGHTS XXX 0000
A. Name of Employer: Avenue A Global Resources, Inc.
B. Name of Employee: Xxxx Xxxxxx.
C. The date on which the employment began: June 1, 2000.
D. The date on which continuous employment began: November 16, 1998.
E. Scale of remuneration: $325,000 per annum.
F. Intervals at which remuneration is paid: Monthly.
G. Hours of work: Normal office hours of Avenue A Global Resources, Inc
in the jurisdiction in which Executive is working and such additional hours
(without additional remuneration) as may be required for the proper performance
for Executive's duties.
H. Holiday Entitlement: 20 working days plus all legal and bank
holidays. Holiday may not be carried forward from one year to the next. Holiday
pay on termination will be calculated according to statutory regulations for the
time being in force.
I. Terms and Conditions Relating to Incapacity to Work due to Sickness
or Injury: Executive will receive payment during periods of sickness at the
discretion of Global Resources. Statutory Sick Pay will be paid in accordance
with regulations from time to time in force.
J. Pension and Pension Schemes: Executive shall be entitled to such
pension or pension schemes as may be in force for executives of Avenue A Global
Resources, Inc in the United States or the United Kingdom, as appropriate.
K. Contracting Out Certificate: There is no contracting out certificate
in force in respect to the employment.
L. Length of Notice to be given by the Employee to Terminate the
Contract of Employment: 1 month.
M. Length of Notice to be given by the Employer to Terminate the Contract
of Employment: 1 month
N. Employee's job title: President, International
O. Employee's place of work: Executive's place of work will be the
international headquarters of Avenue A. Global Resources, Inc initially London,
England. Executive may be required to travel in accordance with clause 1.1.
P. Collective Agreements: There are no collective agreements which effect
the terms and conditions of Executive's employment.
Q. Disciplinary and Grievance: There is no formal disciplinary or
grievance procedure in respect Executive. Disciplinary matters will be raised by
the Board of Global Resources as appropriate. Grievances by Executive should be
raised with the Board.
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