EMPLOYMENT AGREEMENT
BETWEEN
PPA TECHNOLOGIES, INC.
AND
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
AGREEMENT dated this ___ day of May, 1995,
between PPA TECHNOLOGIES, INC., a New Jersey
corporation (hereinafter the "Company") having its
principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
(hereinafter the "Employee").
WHEREAS, the Company desires to acquire the
services of Employee because of his special knowledge
and skills; and,
WHEREAS, Employee desires to be employed by the
Company;
NOW, THEREFORE, in consideration of the
foregoing, ten dollars paid in hand, and other good
and valuable consideration, receipt and sufficiency of
which is hereby acknowledged, the following is agreed:
1. DUTIES.
The Company hereby employs ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as
Vice President for Scientific Affairs, having powers
and duties in that capacity as set forth from time to
time by the Board of Directors (the "Board") in the
By-Laws of the Company. Employee shall devote his
full time and best efforts to the Business of the
Company. All of ▇▇▇▇▇▇▇▇'▇ business activities shall
be owned by the Company except those set forth in
Exhibit A, attached hereto and incorporated by
reference herein in its entirety.
2. COMPENSATION.
As compensation for his services to the Company,
in whatever capacity rendered, the Company shall pay
to Employee monthly $10,000(US) per month for the rest
of calendar year 1995. This salary shall be paid over
the term of this Agreement which is five years, with
cost of living adjustments being made on the first day
of each calendar year. On a percentage basis this
increase shall be equal to the percentage of increase
in the consumer price index for the New York
Metropolitan Area.
In addition, Employee shall be entitled to the
following: 1) company paid life insurance equal to
twice Employee's annual salary; 2) medical insurance
coverage, including major medical and dental coverages
equivalent to that provided to other key employees of
the Company; 3) such disability coverage as is
maintained on other key employees, and, 4) the Company
will pay Employee at the rate of $0.30 per mile for
Employee's use of his vehicle for Company's business.
Employee shall be entitled to four weeks of
vacation per year, five sick days and three personal
days, all of which shall be accumulated if not taken.
No cash compensation shall be paid for sick or
personal days not taken. Additionally, Employee shall
be entitled to all holidays provided to other key
employees of the Company.
Further, Employee shall receive incentive
compensation in the form of a royalty on net sales,
paid no later than fourteen days after receipt of
payment in good funds, and equal to:
5% of net sales until Employee has received
$350,000;
2% of net sales thereafter.
3. EXPENSES
The Employee may incur reasonable expenses for
promoting the business of the Company, including
expenses for travel, entertainment and similar items.
The Company will reimburse the Employee for all such
expenses upon the presentation by the Employee, from
time to time, of an itemized account justifying such
expenditures. Such reimbursement shall be provided
within 10 working days of such presentation by
Employee. To facilitate Employee's performance the
Company will issue to Employee a company credit card,
when available.
4. INDEBTEDNESS TO EMPLOYEE
Employee and the Company hereby agree and
acknowledge that the only amounts owed to Employee as
at the date of this Agreement are $100,000 for past
unpaid salary and about $47,000 for expenses,
including an approximately $12,000 loan to the
Company.
5. NOTICE
Any notice required to be given pursuant to the
provisions of this Agreement shall be in writing and
by registered mail, and mailed to the parties at the
following addresses:
COMPANY: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
EMPLOYEE: at his last known residence.
6. RESERVED
7. TERMINATION
This Agreement may be terminated in any one of
the following manners:
1. The death of Employee;
2. The failure of the Company, as evidenced by
filing under the Bankruptcy Act for liquidation, or
the making of an assignment for the benefit of
creditors; or,
3. A material breach of the Assignment and Non-
Disclosure Agreement executed between the Company and
the Employee.
8. APPLICABLE LAW
Except to the extent of that which must be
governed by the General Corporation Law of the State
of New Jersey, this Agreement shall be governed by the
laws of the State of New Jersey and shall be
enforceable only in the Superior Court of New Jersey
for Bergen County. If any provision of this Agreement
is declared void, such provision shall be deemed
severed from this Agreement, which shall otherwise
remain in full force and effect.
9. BINDING EFFECT
This Agreement shall have binding effect upon the
parties hereto, when approved by the Board, and upon
their respective personal representatives, legal
representatives, successors and assigns. Any waiver
of any breach of this Agreement shall be made in
writing and shall be applicable only to such breach
and shall not be construed to waive any subsequent or
prior breach other than the specific breach so waived.
10. SUPERSEDES EARLIER AGREEMENTS
This Agreement supersedes all earlier agreements
between the Employee and the Company with respect to
Employee's employment by the Company and monies owed
to Employee by the Company.
IN WITNESS WHEREOF, the parties have executed
this Agreement the date first written above.
PPA TECHNOLOGIES,
INC.
_____________________
By:__________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Director
ASSIGNMENT, NON-COMPETITION AND NON-DISCLOSURE
AGREEMENT
AGREEMENT made this __th day of May, 1995, by and
between PPA TECHNOLOGIES, INC. AND/OR ITS ASSIGNEES
(the "Company") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, (the "Recipient"
or "Employee").
WHEREAS, the Company is and has been induced to
deliver to Recipient certain proprietary information,
because of his special skills and knowledge in areas
of importance to the Company; and,
WHEREAS, the Recipient has had and desires to
have access, on a confidential basis, to such
information, and has and will develop through his
employment by OR consultation with the Company certain
additional information which will become the Company's
property; and,
WHEREAS, Recipient has and will come into
possession of, and has and may develop, information
which may be disclosed to and used by the Company in
its business which includes the skills, techniques,
knowledge and information which the consultant will
acquire as a result of his contact with the Company;
and,
WHEREAS, the Recipient desires to maintain and to
continue to maintain the confidentiality of all such
information related to the businesses of the Company
including such prior knowledge as is relevant to the
Company's business and the Company desires to acquire
such information and to place the Recipient in a
position in which he may receive or contribute to the
Company's success;
NOW, THEREFORE, in consideration of the
foregoing, the relationship of the Recipient and the
Company, other benefits conferred upon the Recipient
by virtue of his relationship with the Company, and
other good and valuable consideration, receipt AND
sufficiency of which are hereby acknowledged, the
following is agreed:
1. Disclosure of the Information
Recipient is obligated to maintain absolute
confidentiality with respect to all information which
is not in the public domain, including without
limitation, unique and proprietary information, all
ideas, discoveries, concepts, inventions, devices or
improvements, products, methods of production,
processes,, formulas, techniques, and services,
including information relating to research,
development, inventions, manufacturing, purchasing,
accounting, engineering,marketing, merchandising and
selling, including the Company's proposed and present
business and its products, processes, methods of
production, formulas, and services whether patentable
or not, which has been disclosed to the Recipient,
alone or with others, intentionally or
unintentionally, except as otherwise provided herein.
The Recipient agrees to maintain and make adequate and
current written records of all Information, to the
extent practical, in the form of notes,
sketches, drawings, procedures, laboratory reports or
notebooks relating thereto, which shall be and shall
remain the property of the Company and shall be
available to the Company at all times.
2. Assignment of the Information
a. The Recipient is obligated to assign and agrees
to assign, transfer, convey and deliver to the Company
and hereby does assign, transfer and convey to the
Company, all right, title and interest in and to all
Information required to be disclosed by the Recipient
to the Company under paragraph 1 of this Agreement and
all patents and patent applications (including
continuations, continuations-in-part, divisions,
reissues, renewals and extensions) for all countries
relating to such Information, provided that such
assignment does not apply to any such information
developed by Recipient outside the scope of his
employment. Further, if the Recipient violates the
law or breaches any contract as a result of signing
this agreement or working for the Company the
Recipient will indemnify the Company for any damages
resulting therefrom.
b. At the request of the Company, the Recipient will
assist the Company or any person or persons from time
to time designated by the Company, to obtain the grant
of patents in the United States and/or in such other
country or countries as may be designated by the
Company covering the Information and will in
connection therewith execute such applications,
statements or other documents, furnish such
information and data and take all such other action
(including without limitation, the giving of
testimony) as the Company may from time to time
reasonably request.
3. Non-Disclosure of Information
a. The Recipient will not, without prior
written approval from the Company's Board of
Directors, use, disclose, disseminate, publish or
lecture on any Information.
b. The Recipient will not, without prior
written approval from the Company's Board of
Directors, at any time or manner, make or cause to be
made, any copies, pictures, duplicates, facsimiles or
other reproductions or recordings or any abstracts or
summaries of any laboratory reports, studies,
memoranda, procedures, correspondence, manuals,
customer lists, records, formulas, plans, or other
written, printed or otherwise recorded material of any
kind or of any equipment or facilities belonging to or
in the possession of the Company, which may be
produced or created by or come into the possession of
the Recipient in the course of his employment with the
Company, or which relates in any manner to the present
business of the Company.
4. RESTRICTIVE COVENANTS
(a) During the term of his Employment the
Employee shall devote his best efforts and full time
to advance the interests of the Company.
(b) During the tern of employment, Employee
shall not compete with the Company directly or
indirectly, as a partner, proprietor, stockholder,
officer, director, principal, agent, employee or
consultant, with respect to any person, firm,
corporation or other organization, or engage in any
business which is the same as, similar to, or in
general competition with the business conducted by the
Company, except as provided hereinafter, if at all.
In furtherance of, and without in any way
limiting the contents of this restrictive clause, the
Employee shall not, directly or indirectly, during the
term of his employment with the Company:
(i) request any Company customer to curtail or
cancel their present or future business with the
Company; or
(ii) solicit, canvas or accept, or authorize any
other person to solicit, canvas or accept, from any
past, or present customers of the Company any business
for any other person, firm or corporation engaged in
any business which is the same as, similar to or in
general competition with the business of the Company;
(c) The Employee shall have no right, title or
interest in any copies, pictures, duplicates,
facsimiles or other reproductions or recordings or any
abstracts or summaries of any reports, studies,
memoranda, correspondence, manuals, customer lists,
records, formulas, plans or other written, printed or
otherwise recorded material of any kind whatever
related to the business of the Company or any
equipment or facilities belonging to the Company,
which may be produced or created by or come into the
possession of the Employee in the course of his
employment with the Company. The Employee further
agrees that without the prior written consent of the
Company's Board he will not remove or cause to be
removed any such material except personal material
unrelated to the business of the Company from any
premises of the Company, and that he will surrender
all such material to the Company immediately upon the
termination of his employment or at any time prior
thereto upon request of the Company, except material
which is not proprietary or unique or having only
nominal value.
(d) The Employee will promptly disclose and
assign to the Company any and all unique and
proprietary information and improvements, discoveries,
ideas and inventions (whether or not patentable) made
or conceived or possessed by the Employee while
employed by the Company, either alone or in
conjunction with others, whether or not made or
conceived at the request of or upon the suggestion of
the Company, which directly relates to the Company's
business. However, any monies received from
publications, honors or prizes shall be retained by
Employee, his heirs or assigns, provided that such
publications do not violate this Agreement.
(e) The Employee will not, without the prior
written approval of the Board of Directors, which
shall not be unreasonably withheld, directly or
indirectly, use, disseminate, disclose, lecture upon,
or publish articles concerning the company's present
or proposed products or projects, trade practices or
any other unique or proprietary information which
presently exists or is established or developed
hereafter by the Company.
(f) Nothing herein shall be construed in a
manner which limits action taken by Employee in the
normal and proper execution of his duties.
5. Termination of Relationship
a. Upon termination of his relation as Recipient
under this
agreement with the Company, all documents, records,
notebooks and similar repositories containing
Information which constitute part of the Company's
business and which are in Recipient's possession,
whether prepared by him or others, shall be and shall
remain the property of the Company and shall be left
with the Company or turned over to the Company.
b. Upon termination the Recipient shall disclose
all information relevant to the Company's business or
proposed or existing products of the Company but which
may not be described in subsection (a) above.
c. Termination of this relationship shall not
release the Recipient from:
i. any obligation under this Agreement as to
any Information which the Recipient has a duty to
disclose to the Company under paragraph 1 of this
Agreement; and,
ii. any obligation in paragraph 3 of this
Agreement relating to non-disclosure for a period of
two (2) years after termination, for any reason, of
the Recipient's employment with the Company, provided
that the Recipient shall keep confidential all
information unique or proprietary, or which pertains
to product knowledge and trade practices of the
Company, and shall not for a period of 10 years from
termination, directly or indirectly, use, disseminate,
disclose, lecture upon, or publish articles concerning
such confidential information. Except that Employee
shall have no residual obligations to the Company in
the event that termination results from the failure
of the Company to honor its obligations under
Employee's employment agreement.
6. Warranty
The Recipient represents that he has no prior
agreements or obligations which conflict with the
Company's rights under this Agreement.
7. Enforceability
The Recipient acknowledges and accepts the conditions
imposed on his employment by this Agreement and the
Company shall be entitled to preliminary and permanent
injunctive relief as well as an equitable accounting
of all earnings, profits, and other benefits arising
from such violation, which rights shall be cumulative
and in addition to any other rights or remedies to
which the Company may be entitled. In the event that
the Recipient shall disclose any information during
the two (2) year period in which his use of such
information is restricted, the restriction period
shall be extended for a period of time equal to that
period beginning when such violation commenced and
ending when the activities constituting such violation
shall have been finally terminated in good faith. If
the scope of the restrictions contained herein are too
broad to permit enforcement of such restrictions to
the full extent, then such restrictions shall be
enforced to the maximum extent permitted by law and
the Company and Recipient hereby consent and agree
that such scope may be judicially or otherwise
modified accordingly in any forum having jurisdiction
of the subject matter and in any proceeding which may
be brought to enforce such restrictions.
8. Binding Effect
a. This Agreement shall be binding upon and inure to
the benefit of the Company, its affiliates,
subsidiaries, successors and assigns and may not be
changed or modified, or released, discharged,
abandoned or otherwise terminated, in whole or in
part, except by a written instrument signed by the
Board of Directors.
b. This Agreement shall be binding upon the
Recipient, his heirs, executors, administrators,
guardians, or other legal representative, successors
or assigns. Recipient acknowledges receipt of a copy
of this Agreement.
9. Applicable Law
This Agreement shall be governed for all purposes by
the laws of the State of New Jersey and shall be
enforceable only in the Superior Court of New Jersey
for Bergen County. If any provision of this Agreement
is declared void, such provision shall be deemed
severed from this Agreement, which shall otherwise
remain in full force and effect.
10. Supersedes Earlier Agreements
This Agreement supersedes any and all earlier
agreements made between the Recipient and the Company
relating to the assignment and non-disclosure of such
Information.
11. Subsequent Employment
Notwithstanding any provision in this Contract,
Employee shall
not be prevented upon termination of this Contract
from obtaining employment or conducting business in
the chemical industry, or a similar industry, so long
as proprietary information belonging to the Company is
not divulged or practiced except as allowed by law and
personnel and business are not diverted away from the
Company by the Employee. Thus, Section 5 above
remains in full force and effect, except that the
employment by Employee in the chemical industry will
not operate as an automatic breach of said Section 5.
Employee will however be in breach of such agreement
if he uses knowledge gained from PPA Technologies,
Inc. either before the execution of this Agreement,
or, of course, during the period of his employment
with the Company to assist in any fashion a subsequent
employer or in Employee's own business commenced after
the termination of his employment by the Company.
IN WITNESS WHEREOF, the parties have executed
this Agreement on the date first above written.
PPA TECHNOLOGIES, INC.
BY:__________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
_____________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
EMPLOYMENT AGREEMENT
BETWEEN
PI-TECH, INC.
AND
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
AGREEMENT dated this ___ day of April, 1993,
between PI-TECH, INC., a Delaware Corporation
(hereinafter the "Company") having its principal place
of business at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (hereinafter the
"Employee").
WHEREAS, the Employee and Pinnacle Technologies,
Inc. have entered into an agreement dated February,
1991, whereby the Company was created and certain
obligations were created; and,
WHEREAS, certain recent developments have induced
the parties hereto to modify, clarify and/or restate
certain terms and conditions of said prior agreement;
NOW, THEREFORE, in consideration of the
foregoing, ten dollars paid in hand, and other good
and valuable consideration, receipt and sufficiency of
which is hereby acknowledged, the following is agreed:
1. DUTIES.
The Company hereby employs ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as
President having powers and duties in that capacity as
set forth from time to time by the Board of Directors
(the "Board") in the By-Laws of the Company. Employee
shall devote his full time and best efforts to the
Business of the Company. All of ▇▇▇▇▇▇▇▇'▇ business
activities shall be owned by the Company except those
set forth in Exhibit A, attached hereto and
incorporated by reference herein in its entirety.
2. COMPENSATION.
As compensation for his services to the Company,
in whatever capacity rendered, the Company shall pay
to Employee monthly $15,535(US) per month for the rest
of calendar year 1993. This salary shall be paid over
the term of this Agreement which is five years, with
cost of living adjustments being made on the first day
of each calendar year. On a percentage basis this
increase shall be equal to the percentage of increase
in the consumer price index for the New York
Metropolitan Area.
In addition, Employee shall be entitled to the
following: 1) company paid life insurance equal to
twice Employee's annual salary; 2) medical insurance
coverage, including major medical and dental coverages
equivalent to that provided to other key employees of
the Company; 3) such disability coverage as is
maintained on other key employees, and, 4) the Company
will make the lease payments on Employee's presently
leased Jaguar, and upon expiration of that lease will
supply the use of a Company car of equal cost, as well
as pay for car insurance, fuel, oil and maintenance
and the use of a car telephone, if needed.
Employee shall be entitled to four weeks of
vacation per year, five sick days and three personal
days, all of which shall be accumulated if not taken.
No cash compensation shall be paid for sick or
personal days not taken. Additionally, Employee shall
be entitled to all holidays provided to other key
employees of the Company.
Further, Employee shall receive incentive
compensation in the form of a royalty on net sales,
paid no later than fourteen days after receipt of
payment in good funds, and equal to:
1% of the first two million dollars in net sales;
5% of the next five million dollars in net sales;
and,
2% of the next fifty million dollars in net
sales.
3. EXPENSES
The Employee may incur reasonable expenses for
promoting the business of the Company, including
expenses for travel, entertainment and similar items.
The Company will reimburse the Employee for all such
expenses upon the presentation by the Employee, from
time to time, of an itemized account justifying such
expenditures. Such reimbursement shall be provided
within 10 working days of such presentation by
Employee. To facilitate Employee's performance the
Company will issue to Employee a company credit card,
when available.
4. FINANCIAL CONTROLS
Any corporate expenditure, or group of related
expenditures, exceeding two hundred fifty thousand
dollars ($250,000.00), shall require the approval of
the Board's designee and the Employee. Thus, either
party may veto an expenditure. Similarly, no
obligations, contracts, guarantees, funds transfers,
or payment of dividends shall be made, declared or
executed without the approval of the Board and
Employee.
5. NOTICE
Any notice required to be given pursuant to the
provisions of this Agreement shall be in writing and
by registered mail, and mailed to the parties at the
following addresses:
COMPANY: at the principal offices of the
Company,
with copies to: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
EMPLOYEE: at his last known residence.
6. BOARD OF DIRECTORS
The Board of Directors shall be initially
composed of a designee of ▇▇▇▇▇▇▇▇▇▇ Developments,
Ltd. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Thereafter three additional
members shall be appointed to the Board mutually
agreed upon by ▇▇▇▇▇▇▇▇▇▇ and Employee. In the event
that the Company shall become a publicly traded
company this provision requiring mutual approval of
Board members shall terminate and the provisions of
Delaware corporate law shall apply. Otherwise, during
the term of this Agreement ▇▇▇▇▇▇▇▇▇▇, or its
successor in interest, and Employee shall each be
entitled to appoint one member to the Board. Employee
hereby selects himself.
7. TERMINATION
This Agreement may be terminated in any one of
the following manners:
1. The death of Employee;
2. The failure of the Company, as evidenced by
filing under the Bankruptcy Act for liquidation, or
the making of an assignment for the benefit of
creditors; or,
3. A material breach of the Assignment and Non-
Disclosure Agreement executed between the Company and
the Employee.
8. APPLICABLE LAW
Except to the extent of that which must be
governed by the General Corporation Law of the State
of Delaware, this Agreement shall be governed by the
laws of the State of New Jersey and shall be
enforceable only in the Superior Court of New Jersey
for Bergen County. If any provision of this Agreement
is declared void, such provision shall be deemed
severed from this Agreement, which shall otherwise
remain in full force and effect.
9. BINDING EFFECT
This Agreement shall have binding effect upon the
parties hereto, when approved by the Board, and upon
their respective personal representatives, legal
representatives, successors and assigns. Any waiver
of any breach of this Agreement shall be made in
writing and shall be applicable only to such breach
and shall not be construed to waive any subsequent or
prior breach other than the specific breach so waived.
10. SUPERSEDES EARLIER AGREEMENTS
This Agreement supersedes all earlier agreements
with respect to only those terms which conflict with
said earlier agreements and which were made between
the Employee and the Company or Pinnacle covering the
Employee's employment with the Company.
11. PAYMENTS DUE TO EMPLOYEE
A. For services previously rendered, Employee
shall, in addition to other compensation provided for
herein, shall receive payment as follows:
$50,000 on or before April 15, 1993,
$50,000 on or before May 1, 1993;
B. For Pi-Tech's committment to purchase 20,000
shares of Pinnacle Technologies, Inc. stock from
Employee on or before May 1, 1994, Pi-Tech shall pay
Employee $100,000 on or before May 1, 1994.
C. If any of the above payments are late by more
than five (5) business days, then Employee may
terminate this Agreement.
12. PINNACLE CONSIDERATIONS
a) ▇▇▇▇▇▇▇▇ shall assign the patent application
for BETA KETO MIXED ACYLATE MONOMERS to Pi-Tech, Inc.
subject to an exclusive license granting to Pinnacle
Technologies, Inc. rights in the graphic arts and
lithographic ink industry.
b) Nothing contained herein shall prevent
Employee from consulting for Pinnacle in a reasonable
manner in the lithigraphic ink arts, so long as such
arrangement does not materially and substantially
impair the business of the Company. Pi-Tech shall
deduct from Employee's compensation the sum of $825.
per day os such consultation for Pinnacle.
IN WITNESS WHEREOF, the parties have executed
this Agreement the date first written above.
PI-TECH, INC.
_____________________
By:__________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, Director
ASSIGNMENT, NON-COMPETITION AND NON-DISCLOSURE
AGREEMENT
AGREEMENT made this __th day of April, 1993, by
and between PI-TECH, INC. AND/OR ITS ASSIGNEES (the
"Company") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, (the "Recipient" or
"Employee").
WHEREAS, the Company is and has been induced to
deliver to Recipient certain proprietary information,
because of his special skills and knowledge in areas
of importance to the Company; and,
WHEREAS, the Recipient has had and desires to
have access, on a confidential basis, to such
information, and has and will develop through his
employment by OR consultation with the Company certain
additional information which will become the Company's
property; and,
WHEREAS, Recipient has and will come into
possession of, and has and may develop, information
which may be disclosed to and used by the Company in
its business which includes the skills, techniques,
knowledge and information which the consultant will
acquire as a result of his contact with the Company;
and,
WHEREAS, the Recipient desires to maintain and to
continue to maintain the confidentiality of all such
information related to the businesses of the Company
including such prior knowledge as is relevant to the
Company's business and the Company desires to acquire
such information and to place the Recipient in a
position in which he may receive or contribute to the
Company's success;
NOW, THEREFORE, in consideration of the
foregoing, the relationship of the Recipient and the
Company, other benefits conferred upon the Recipient
by virtue of his relationship with the Company, and
other good and valuable consideration, receipt AND
sufficiency of which are hereby acknowledged, the
following is agreed:
1. Disclosure of the Information
Recipient is obligated to maintain absolute
confidentiality with respect to all information which
is not in the public domain, including without
limitation, unique and proprietary information, all
ideas, discoveries, concepts, inventions, devices or
improvements, products, methods of production,
processes,, formulas, techniques, and services,
including information relating to research,
development, inventions, manufacturing, purchasing,
accounting, engineering,marketing, merchandising and
selling, including the Company's proposed and present
business and its products, processes, methods of
production, formulas, and services whether patentable
or not, which has been disclosed to the Recipient,
alone or with others, intentionally or
unintentionally, except as otherwise provided herein.
The Recipient agrees to maintain and make adequate and
current written records of all Information, to the
extent practical, in the form of notes,
sketches, drawings, procedures, laboratory reports or
notebooks relating thereto, which shall be and shall
remain the property of the Company and shall be
available to the Company at all times.
2. Assignment of the Information
a. The Recipient is obligated to assign and agrees
to assign, transfer, convey and deliver to the Company
and hereby does assign, transfer and convey to the
Company, all right, title and interest in and to all
Information required to be disclosed by the Recipient
to the Company under paragraph 1 of this Agreement and
all patents and patent applications (including
continuations, continuations-in-part, divisions,
reissues, renewals and extensions) for all countries
relating to such Information, provided that such
assignment does not apply to any such information
developed by Recipient outside the scope of his
employment. Further, if the Recipient violates the
law or breaches any contract as a result of signing
this agreement or working for the Company the
Recipient will indemnify the Company for any damages
resulting therefrom.
b. At the request of the Company, the Recipient will
assist the Company or any person or persons from time
to time designated by the Company, to obtain the grant
of patents in the United States and/or in such other
country or countries as may be designated by the
Company covering the Information and will in
connection therewith execute such applications,
statements or other documents, furnish such
information and data and take all such other action
(including without limitation, the giving of
testimony) as the Company may from time to time
reasonably request.
3. Non-Disclosure of Information
a. The Recipient will not, without prior
written approval from the Company's Board of
Directors, use, disclose, disseminate, publish or
lecture on any Information.
b. The Recipient will not, without prior
written approval from the Company's Board of
Directors, at any time or manner, make or cause to be
made, any copies, pictures, duplicates, facsimiles or
other reproductions or recordings or any abstracts or
summaries of any laboratory reports, studies,
memoranda, procedures, correspondence, manuals,
customer lists, records, formulas, plans, or other
written, printed or otherwise recorded material of any
kind or of any equipment or facilities belonging to or
in the possession of the Company, which may be
produced or created by or come into the possession of
the Recipient in the course of his employment with the
Company, or which relates in any manner to the present
business of the Company.
4. RESTRICTIVE COVENANTS
(a) During the term of his Employment the
Employee shall devote his best efforts and full time
to advance the interests of the Company.
(b) During the tern of employment, Employee
shall not compete with the Company directly or
indirectly, as a partner, proprietor, stockholder,
officer, director, principal, agent, employee or
consultant, with respect to any person, firm,
corporation or other organization, or engage in any
business which is the same as, similar to, or in
general competition with the business conducted by the
Company, except as provided hereinafter, if at all.
In furtherance of, and without in any way
limiting the contents of this restrictive clause, the
Employee shall not, directly or indirectly, during the
term of his employment with the Company:
(i) request any Company customer to curtail or
cancel their present or future business with the
Company; or
(ii) solicit, canvas or accept, or authorize any
other person to solicit, canvas or accept, from any
past, or present customers of the Company any business
for any other person, firm or corporation engaged in
any business which is the same as, similar to or in
general competition with the business of the Company;
(c) The Employee shall have no right, title or
interest in any copies, pictures, duplicates,
facsimiles or other reproductions or recordings or any
abstracts or summaries of any reports, studies,
memoranda, correspondence, manuals, customer lists,
records, formulas, plans or other written, printed or
otherwise recorded material of any kind whatever
related to the business of the Company or any
equipment or facilities belonging to the Company,
which may be produced or created by or come into the
possession of the Employee in the course of his
employment with the Company. The Employee further
agrees that without the prior written consent of the
Company's Board he will not remove or cause to be
removed any such material except personal material
unrelated to the business of the Company from any
premises of the Company, and that he will surrender
all such material to the Company immediately upon the
termination of his employment or at any time prior
thereto upon request of the Company, except material
which is not proprietary or unique or having only
nominal value.
(d) The Employee will promptly disclose and
assign to the Company any and all unique and
proprietary information and improvements, discoveries,
ideas and inventions (whether or not patentable) made
or conceived or possessed by the Employee while
employed by the Company, either alone or in
conjunction with others, whether or not made or
conceived at the request of or upon the suggestion of
the Company, which directly relates to the Company's
business. However, any monies received from
publications, honors or prizes shall be retained by
Employee, his heirs or assigns, provided that such
publications do not violate this Agreement.
(e) The Employee will not, without the prior
written approval of the Board of Directors, which
shall not be unreasonably withheld, directly or
indirectly, use, disseminate, disclose, lecture upon,
or publish articles concerning the company's present
or proposed products or projects, trade practices or
any other unique or proprietary information which
presently exists or is established or developed
hereafter by the Company.
(f) Nothing herein shall be construed in a
manner which limits action taken by Employee in the
normal and proper execution of his duties.
5. Termination of Relationship
a. Upon termination of his relation as Recipient
under this
agreement with the Company, all documents, records,
notebooks and similar repositories containing
Information which constitute part of the Company's
business and which are in Recipient's possession,
whether prepared by him or others, shall be and shall
remain the property of the Company and shall be left
with the Company or turned over to the Company.
b. Upon termination the Recipient shall disclose
all information relevant to the Company's business or
proposed or existing products of the Company but which
may not be described in subsection (a) above.
c. Termination of this relationship shall not
release the Recipient from:
i. any obligation under this Agreement as to
any Information which the Recipient has a duty to
disclose to the Company under paragraph 1 of this
Agreement; and,
ii. any obligation in paragraph 3 of this
Agreement relating to non-disclosure for a period of
two (2) years after termination, for any reason, of
the Recipient's employment with the Company, provided
that the Recipient shall keep confidential all
information unique or proprietary, or which pertains
to product knowledge and trade practices of the
Company, and shall not for a period of 10 years from
termination, directly or indirectly, use, disseminate,
disclose, lecture upon, or publish articles concerning
such confidential information.
6. Warranty
The Recipient represents that he has no prior
agreements or obligations which conflict with the
Company's rights under this Agreement.
7. Enforceability
The Recipient acknowledges and accepts the conditions
imposed on his employment by this Agreement and the
Company shall be entitled to preliminary and permanent
injunctive relief as well as an equitable accounting
of all earnings, profits, and other benefits arising
from such violation, which rights shall be cumulative
and in addition to any other rights or remedies to
which the Company may be entitled. In the event that
the Recipient shall disclose any information during
the two (2) year period in which his use of such
information is restricted, the restriction period
shall be extended for a period of time equal to that
period beginning when such violation commenced and
ending when the activities constituting such violation
shall have been finally terminated in good faith. If
the scope of the restrictions contained herein are too
broad to permit enforcement of such restrictions to
the full extent, then such restrictions shall be
enforced to the maximum extent permitted by law and
the Company and Recipient hereby consent and agree
that such scope may be judicially or otherwise
modified accordingly in any forum having jurisdiction
of the subject matter and in any proceeding which may
be brought to enforce such restrictions.
8. Binding Effect
a. This Agreement shall be binding upon and inure to
the benefit of the Company, its affiliates,
subsidiaries, successors and assigns and may not be
changed or modified, or released, discharged,
abandoned or otherwise terminated, in whole or in
part, except by a written instrument signed by the
Board of Directors.
b. This Agreement shall be binding upon the
Recipient, his heirs, executors, administrators,
guardians, or other legal representative, successors
or assigns. Recipient acknowledges receipt of a copy
of this Agreement.
9. Applicable Law
This Agreement shall be governed for all purposes by
the laws of the State of New Jersey and shall be
enforceable only in the Superior Court of New Jersey
for Bergen County. If any provision of this Agreement
is declared void, such provision shall be deemed
severed from this Agreement, which shall otherwise
remain in full force and effect.
10. Supersedes Earlier Agreements
This Agreement supersedes any and all earlier
agreements made between the Recipient and the Company
relating to the assignment and non-disclosure of such
Information.
11. Subsequent Employment
Notwithstanding any provision in this Contract,
Employee shall
not be prevented upon termination of this Contract
from obtaining employment or conducting business in
the chemical industry, or a similar industry, so long
as proprietary information belonging to the Company is
not divulged or practiced except as allowed by law and
personnel and business are not diverted away from the
Company by the Employee. Thus, Section 5 above
remains in full force and effect, except that the
employment by Employee in the chemical industry will
not operate as an automatic breach of said Section 5.
Employee will however be in breach of such agreement
if he uses knowledge gained from Pi-Tech, Inc. either
before the execution of this Agreement, or, of course,
during the period of his employment with the Company
to assist in any fashion a subsequent employer or in
Employee's own business commenced after the
termination of his employment by the Company.
12. Consultation with Pinnacle
Since the Company permits ▇▇▇▇▇▇▇▇ to consult with
Pinnacle on the Company's behalf, it is understood
that the confidentiality contemplated by this
Agreement will not be enforced vis-a-vis any
information developed by Employee for Pinnacle or
disclosed by Employee to Pinnacle within the proper
scope of that consultation.
IN WITNESS WHEREOF, the parties have executed
this Agreement on the date first above written.
PI-TECH, INC.
BY:__________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Director
_____________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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