EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the ____ day of ______________, 1999, at
Dulles, Virginia, between GUARDIAN TECHNOLOGIES INTERNATIONAL, INC., a
Delaware corporation ("Corporation" or "Company" or "Employer"), and J. XXXXXX
XXXXXX ("Employee").
In consideration of the mutual covenants, agreements and provisions
contained in this Agreement, the parties agree as follows:
EMPLOYMENT
1.0 EMPLOYMENT. Employer employs Employee, and Employee accepts
employment as Employer's President and Chief Executive Officer, upon the terms
and conditions set forth herein.
2.0 TERM. This Agreement shall commence effective as of February 1,
1999, and shall continue in effect through December 31, 2001 (the "Employment
Period"); provided, however, that upon each anniversary date hereof, the
Employment Period shall automatically be extended for one additional year;
provided further, that in the event the Company elects to terminate this
Agreement without cause pursuant to Section 11.4 hereof, the Employment Period
shall be extended such that the remaining term of the Employment Period shall
be twenty-four (24) months from the date of such notice; and provided further,
if a change of control (as defined herein) of the Company shall have occurred
during the original or extended Employment Period, this Agreement shall
continue in effect for a period of twenty-four (24) months beyond the month in
which such change of control occurred.
3.0 CHANGE OF CONTROL. The term "Change in Control of the Company"
shall mean a change in control of a nature that would be required to be
reported in response to Item 5(f) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934 as in effect on the date
of this Agreement or, if Item 5(f) is no longer in effect, any regulations
issued by the Securities and Exchange Commission pursuant to the Securities
and Exchange Act of 1934 which serve similar proposes; provided that, without
limitation, such change in control shall be deemed to have occurred if and
when: (a) any "person" (as such term is sued in Sections 13(d) and 14(d)(2) of
the Securities Exchange Act of 1934) is or becomes a beneficial owner,
directly or indirectly, of securities of the Company representing 25% or more
of the combined voting power of the Company's then outstanding securities, or
(b) a majority of the individuals who were members of the Board of Directors
of the Company immediately prior to the action of the shareholders of the
Company involving the election of directors or an action of the Board of
Directors without action by the Company's shareholders shall not constitute a
majority of the Board of Directors following such action.
4.0 COMPENSATION. For all services to be rendered by the Employee
pursuant to his duties set forth in Section 9.0 below, the Employee shall be
paid as compensation.
4.1. Base Salary. A base or fixed salary, payable pro rata not less
often than bi-weekly, in the following amounts for the periods stated:
Period Annual Base Salary
------ ------------------
Commencement to December 31, 1999 $90,000/year
January 1, 2000 to December 31, 2000 $105,000/year
January 1, 2001 to December 31, 2001 $120,000/year
After December 31, 2001, such base or fixed salary shall increase, from time
to time, in accordance with the Company's regular administrative practices for
other salary increases applicable to executive employees of the Company but in
no event less than 10% per year during the term hereof. This base or fixed
salary shall be reviewed from time to time during the term of this Agreement
by the corporation's Board of Directors or Compensation and Benefits Committee
of the Board, and may be redetermined upon said review subject to the approval
of said Board of Directors or Committee and Employee.
4.2. Incentive Stock Options. The Company shall use its best
efforts to maintain an Equity Incentive Plan pursuant to which the Company
shall be authorized to issue Incentive Stock Options qualified under Section
422 of the Internal Revenue Code of 1986, as amended (the "Plan"). Employee
shall be eligible to participate in the Plan as an executive officer and key
employee of the Company and shall be granted and entitled to receive Incentive
Stock Options in accordance with a Formula Plan to be adopted by the Board of
Directors for executive officers of the Company, but in no event shall
Employee receive fewer than 50,000 incentive stock options per year during the
term hereof. All Incentive Stock Options granted and issued to Employee shall
be exercisable for a period of seven (7) years to purchase shares of the
Company's Common Stock at an exercise price equal to 100% of the fair market
value of the Company's Common Stock as more fully defined in the Plan, on the
date of grant. For each year during the term, the Company shall effect the
option grant effective as of the first day of each year, and the Options
granted for such year shall vest and become exercisable ratably at the end of
each calendar quarter during such year. Should Employee's employment with the
Company terminate prior to all of such Options vesting, a proportionate number
of such Options shall be deemed vested and exercisable up to the date of such
termination.
4.3. Incentive Compensation. In addition to other items of
compensation provided for herein, Employee shall be entitled to receive an
annual incentive award or bonus described in Appendix I hereto. Such
incentive compensation shall be payable, if at all, within 120 days following
the end of the Company's fiscal year.
4.4. Employee Benefit Plans. The Employee, his dependents and
beneficiaries, shall be entitled to participate in any pension, profit
sharing, medical reimbursement, insurance or other employee payment or benefit
plan of the Employer as may be in effect from time to time, subject to the
participation standards and other terms thereof, to the same extent as other
officers under the benefit practices of the Company. Without in any way
limiting the generality of the foregoing, it is agreed that, at a minimum,
Employee shall be entitled to inclusion, with his dependents and
beneficiaries, in the Company's health insurance, life insurance and
disability insurance programs, the expense of which shall be paid solely by
the Company; or, at the option of Employee, Employee may obtain for himself
and his dependents and beneficiaries independent health, life and disability
insurance policies, the cost of which shall reimbursed to the Employee by the
Company.
4.5. Cumulative Compensation. The compensation provided for in
Paragraphs 4.1 through 4.4 above, together with the perquisites set forth in
Section 6.0 below, are in addition to the benefits provided for upon
termination pursuant to Section 11.0 below.
4.6. Indemnification. Subject to applicable law, the Corporation
shall indemnify and hold Employee harmless from any and all loss, judgment or
claims that the Employee may suffer in the proper discharge of Employee's
duties hereunder, including, but not limited to, attorneys' fees and court
costs, to the full extent permitted by applicable law.
5.0 EXPENSES. During the term hereof, the Corporation will reimburse
the Employee for any reasonable out-of-pocket expenses incurred by the
Employee in performance of service for the Corporation under this Agreement
(e.g., transportation, lodging and food expenses incurred while traveling on
Corporation business) and any other expenses incurred by the Employee in
furtherance of the Corporation's business; provided, however, that the
Employee renders to the Corporation a complete and accurate accounting of all
such expenses.
6.0 PERQUISITES. During the period of employment, Employee shall be
entitled to perquisites, including, without limitation, an appropriate office,
secretarial and clerical staff, and fringe benefits accorded executives of
equal rank including, without limitation, payment for reimbursement of medical
expenses which are otherwise uninsured or unreimbursed, in each case at least
equal to those attached to his office on the date of this Agreement.
7.0 MINIMUM COMPENSATION. Nothing in this Agreement shall preclude the
Company from amending or terminating any employee benefit plan or practice or
the provision of certain perquisites; provided, however, that it is the intent
of the parties that the Employee shall continue to be entitled, during the
period of employment, to compensation, benefits and perquisites as set forth
above at least equal to those attached to his position on the date of this
Agreement. Nothing in this Agreement shall operate or be construed to reduce,
or authorize a reduction, without the Employee's written consent, in the level
of such compensation, benefits and perquisites.
8.0 VACATIONS. The Employee shall be entitled to a vacation with full
compensation equal to four (4) weeks each year; provided, however, that the
Employee's vacation will be scheduled at such time as will least interfere
with the business of the Employer. Attendance at a business or seminar is not
to be deemed a vacation; provided, however, that attendance at such meeting or
seminar shall be planned so as to least interfere with the business of the
Employer.
9.0 EMPLOYMENT. The Company hereby agrees to continue the Employee in
its employ, and the Employee hereby agrees to remain in the employ of the
Company, for the Employment Period as specified in Section 2.0, to exercise
such authority and perform such duties as are commensurate with the authority
being exercised and duties being performed by the Employee immediately prior
to the effective date of this Agreement, which services shall be performed at
the location where the Employee was employed immediately prior to the
Effective Date of this Agreement or at such other location as the Company may
reasonably require; provided that the Employee shall not be required to accept
a location which is unreasonable in the light of the Employee's personal
circumstances. The Employee agrees that during the Employment Period he shall
devote his substantially equivalent full business time to his executive duties
as described herein and perform such duties faithfully and efficiently.
10.0 PERFORMANCE. It is contemplated that during the period of
employment the Employee shall serve as an executive officer of the Company
with the office and title of President, reporting directly to and only to the
Board of Directors. At all times during the period of employment, the
Employee shall hold a position of responsibility and importance and a position
of scope, with the functions, duties and responsibilities attached thereto, at
least equal to in responsibility and importance and in scope to and
commensurate with his position described in general terms in this
Section 10.0.
11.0 TERMINATION.
11.1. During the period of employment, Employee may terminate
this Agreement without cause or for cause. For the purposes of this
Section 11.1, the term "cause" shall include the occurrence of any of the
following:
11.1.1. The breach or violation by the Company of any of the
terms of this Agreement;
11.1.2. Any significant change in position, duties and
responsibilities of the Employee to which the Employee does not consent;
11.1.3. Any move of the Company resulting in or any other
requirement that the Employee, without his consent, change his principal
residence;
11.1.4. In the event of a change in control as defined in
Section 3.0 hereof, any change in the circumstances of employment which the
Employee determines, in good faith, results in his being unable to carry out
the duties and responsibilities attached to the position and contemplated by
the definition of that position set forth in this Agreement.
11.2. In the event of an occurrence described in
subsections 11.1.1, 11.1.2 or 11.1.3 above, the Employee shall serve written
notice of such event upon the Company, setting forth in detail the
circumstances which the Employee has determined constitutes "cause" within any
of those definitions. In the event the Company should remedy or otherwise
cure the facts constituting the cause relied upon by the Employee within
thirty (30) days after such written notice, such fact or circumstance shall
not be deemed to constitute "cause" for which employment can be terminated
within the meaning of Section 11.1 above.
11.3. During the period of employment, the Corporation may
terminate this Agreement for cause and upon 30 days written notice and
opportunity to cure being given to Employee. For the purpose of this
Section 11.3, the term "cause" shall include the occurrence of any of the
following:
11.3.1. Employee breaches or violates any of the terms of
this Agreement;
11.3.2. Employee is convicted of any felony or is shown to
have engaged in any act of dishonesty or fraud upon the Corporation, any of
its affiliated companies, or any of its customers or clients;
11.3.3. Employee fails to devote his substantive full time,
attention and efforts to the business and affairs of the Corporation or its
affiliated companies;
11.3.4. Employee has been grossly negligent in the
performance of his employment duties or responsibilities.
11.4. During the period of employment, the Corporation may
terminate this Agreement without cause upon thirty (30) days' prior written
notice.
11.5. This Agreement shall also terminate upon the insolvency,
bankruptcy, dissolution, or liquidation of the Corporation or cessation of
business by the Corporation for at least thirty (30) consecutive days.
12.0 TERMINATION PAYMENTS. In the event of a Termination and subject to
the provisions of Sections 11.1.1, 11.1.2, 11.1.3 or 11.4 of this Agreement,
the Company shall pay to the Executive and provide him with the following:
12.1. During the remainder of the Employment Period, the Company
shall continue to pay the Executive his salary on a monthly basis at the same
rate as payable immediately prior to the date of Termination.
12.2. During the remainder of the Employment Period, the
Executive shall continue to be entitled to all benefits and service credit for
benefits under medical, insurance, split-dollar life insurance and other
employee benefit plans, programs and arrangements of the Company described or
referred to in Section 4.4 as if he were still employed during such period
under this Agreement.
12.3. If, despite the provisions of Paragraph 12.2 above,
benefits or the right to accrue further benefits under any stock option or
other incentive compensation arrangement described in Section 4.3 shall not be
provided under any such arrangement to the Executive or his dependents,
beneficiaries or estate because he is no longer an employee of the Company,
the Company shall, to the extent necessary, pay or provide for payment of such
benefits to the Executive or his dependents, beneficiaries or estate.
13.0 DISABILITY.
13.1. If the Employee is unable to perform the Employee's
services by reason of illness, physical or mental disability or other
incapacity, the Employee's regular compensation shall be continued until such
time as Employee begins receiving disability insurance benefits as a result of
such condition. Upon Employee receiving payments on account of the fringe
benefit program covering disability provided or paid for by the Corporation,
then the Employee's base salary, as defined above, will be reduced to the
extent of such entitlement and receipt.
13.2. If, because of illness, physical or mental disability or
other incapacity, Employee shall fail, for a period of 12 months during the
term hereof, to render the services provided for by this Agreement, or if
Employee contracts an illness or injury which will permanently prevent
performance by him of the services and duties provided for by this Agreement,
then the Employer, at its option, may terminate this Agreement by notice to
the Employee effective 30 days after the giving of such notice, after which no
additional compensation shall be due.
14.0 DEATH. In the event of the death of Employee during the term of
this Agreement, his employment hereunder shall terminate on the date of his
death. In the accounting between the Employer and the Employee's personal
representative, Employee's estate shall be due compensation under this
Agreement only through the end of the month in which his death occurred.
15.0 COMPETITION.
15.1. Employee covenants to and with the Employer, its
successors and assigns, that during the term of this Agreement and for a
period of twelve (12) months from the date of the termination of this
Agreement for any reason, he will not directly or indirectly, either as
principal, agent, manager, employee, owner, partner (dominant or otherwise),
stockholder, director or other officer of a corporation, creditor, consultant
or otherwise, solicit, attempt to obtain or assist any other person or entity
engage or become interested financially or other wise, in any business,
agency, trade or occupation the same as or similar to the business of the
Corporation or its affiliates; nor shall Employee, during the term of this
Agreement and for a period of twelve (12) months from the date of the
termination of this Agreement, consult or enter into any agreement or
arrangement with any other person, firm, corporation or entity to conduct any
research or development, nor shall Employee directly or indirectly conduct
such research or development on his own behalf, related to the discovery of
processes, inventions, improvements, developments or commercialization of any
device, apparatus or product the same as or competitive with a product
developed, produced or reduced to practice by the Corporation, unless Employee
shall have first obtained the Corporation's expressed written consent thereto.
Because of the nature of the business, the parties agree that it is reasonable
for the covenant to apply to the entire geographic area of the world. If the
geographic area is determined by a court to be overly broad in scope, it shall
be modified only to the extent necessary to bring it within the requirements
of the law and interpreted to give the Corporation the broadest protection
allowed by law.
15.2. In the event of a breach or threatened breach by Employee
of any provisions of this Section 15.0, the Corporation shall be entitled to
an injunction restraining it from the commission of such breach. Nothing
herein contained shall be construed as prohibiting the Corporation from
pursuing any other remedies available to it for such breach or threatened
breach, including the recovery of money damages. The covenants contained in
this Section 15.0 shall be construed as independent of any other provisions in
this Agreement; and the existence of any claim or cause of action of Employee
against the Corporation, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by the Corporation of said
covenants.
15.3. The covenants contained in this Section 15.0 shall
terminate and, upon termination, shall be unenforceable and of no further
legal force and effect, in the event the Corporation, or any successor to the
Corporation, becomes insolvent, is liquidated or ceases for any reason to
conduct business operations for a continuous period of at least
thirty (30) days.
15.4. The Corporation shall have the right to assign the
aforesaid covenants; and Employee agrees to remain bound by the terms of the
covenants to any and all subsequent purchasers and assignees of the assets and
business of the Corporation.
16.0 REGISTRATION RIGHTS.
16.1. No later than 90 days following the Event of Termination,
the Company shall prepare and file, at its sole cost and expense, a
Registration Statement registering for sale under the Securities Act of 1933,
as amended (the "Registration Statement" and "Securities Act," respectively),
all shares of the Company's Common Stock owned by Employee on the date of
termination and all shares of Common Stock of the Company issuable upon
exercise of any options, warrants or other convertible securities
beneficially-owned by Employee on the date of termination. In connection with
such registration, the Company shall (i) cause such registration to be
declared effective b6y the Securities and Exchange Commission within 120 days
of the date of termination, (ii) maintain the effectiveness of such
registration for a minimum period of 180 days and (iii) shall qualify the sale
of all securities owned by the Employee or purchasable upon exercise of
outstanding derivatives owned by Employee in such states an under such Blue
Sky regulations as Employee may reasonably request.
16.2. In the event the Company should default in any of its
obligations contained in this Section 16.0, and such default remains uncured
after thirty (30) days' written notice of such default from Employee, Employee
shall have the right and option to "put" to the Company and compel the Company
to purchase within thirty (30) days of demand all shares of Company Common
Stock owned by Employee and all options, warrants and other securities
convertible into or exercisable to purchase additional shares of Common Stock
owned by Employee on the date of termination. In the event Employee exercises
this put option, the Company shall pay to Employee the fair market value of
such securities on the date of termination. For the purposes of this
Agreement, the fair market value of derivative securities shall be deemed to
be the difference between the fair market value of the underlying shares of
Common Stock and the exercise price or conversion value of such derivative.
17.0 NON-INTERFERENCE WITH EMPLOYEES.
17.1. Employee covenants with the Corporation that employees of
or consultants to the Corporation and employees of and consultants to firms,
corporations or entities affiliated with the Corporation have, of necessity,
been exposed to and have acquired certain knowledge, understandings, and know-
how concerning the Corporation's business operations which is confidential
information and proprietary to the Corporation.
17.2. In order to protect the Corporation's confidential
information and to promote and insure the continuity of the Corporation's
contractual relations with its employees and consultants, Employee covenants
and agrees that for so long as Employee holds any position or affiliation with
the Corporation, including service to the Corporation as an officer, director,
employee, consultant, agent or contractor, and for a period of twelve (12)
months from the date Employee ceases to hold any such position or status with
the Corporation or otherwise becomes disaffiliated with the Corporation, he
will not directly or indirectly, or permit or encourage others to directly or
indirectly (i) interfere in any manner whatsoever with the Corporation's
contractual or other relations with any or all of its employees or
consultants, or (ii) induce or attempt to induce any employee or consultant to
the Corporation to cease performing services for or on behalf of the
Corporation, or (iii) solicit, offer to retain, or retain, or in any other
manner engage or employ the services of, any person or entity who or which is
retained or engaged by the Corporation, or any firm, corporation or entity
affiliated with the Corporation, as an employee, consultant or agent.
17.3. In the event any court of competent jurisdiction
determines or holds that all or any portion of the covenants contained in this
Section 17.0 are unlawful, invalid, or unenforceable for any reasons, then the
parties hereto agree to modify the provisions of this Section 17.0 if and only
to the extent necessary to render the covenants herein contained enforceable
and otherwise in conformance with all legal requirements.
18.0 CLIENTS AND CUSTOMERS.
18.1. Employee covenants with the Corporation that the clients
and customers of the Corporation, both actual and contemplated, constitute
actual and prospective business relationships which are proprietary to the
Corporation and comprise, in part, the Corporation's confidential information
and trade secrets.
18.2. In order to protect the Corporation's proprietary rights
and to promote and ensure the continuity of the Corporation's contractual
relations with its customers and clients, Employee covenants and agrees that,
notwithstanding the provisions of Section 15.1 hereof, and for so long as
Employee holds any position or affiliation with the Corporation, including
service to the Corporation as an officer, director, employee, consultant,
agent or contractor, and for a period of twelve (12) months from the date
Employee ceases to hold any such position or status with the Corporation or
otherwise becomes disaffiliated with the Corporation, he will not directly or
indirectly, or permit or encourage others to directly or indirectly
(i) interfere in any manner whatsoever with the Corporation's contractual or
prospective relations with any clients or customers, or (ii) induce or attempt
to induce any client or customer of the Corporation to cease doing business
with the Corporation, or (iii) solicit, offer to retain, or retain, or in any
other manner engage or enter into any business or other arrangement with any
of the Corporation's customers or clients to provide any services or products
to any of such customers or clients, except and unless such arrangement for
the provision of products or services is not in any way competitive with the
products or services actually provided by the Corporation to its clients or
customers.
18.3. In the event any court of competent jurisdiction
determines or holds that all or any portions of the covenants contained in
this Section 18.0 are unlawful, invalid or unenforceable for any reason, then
the parties hereto agree to modify the provisions of this Section 18.0 if and
only to the extent necessary to render the covenants herein contained
enforceable and otherwise in conformance with all legal requirements.
19.0 COVENANT TO RETAIN CONFIDENCES.
19.1. Employee understands that all information learned, known,
made, devised or developed concerning any of the Company's products and
activities, including, without limitation, any inventions, discoveries,
improvements, processes, formulas, computer programs (including their
structure, sequence, organization, coherence, look and feel), apparatus,
equipment, customer and client lists, marketing plans, mailing lists, art,
graphics, display, research, and the like used by the Corporation in
connection with its business constitutes the confidential information,
proprietary information and trade secrets of the Corporation. Employee
covenants and agrees that he will not (except as required in the course of his
position with the Corporation), during the term hereof or thereafter,
communicate or divulge to, or use for the benefit of himself or any other
person, firm, association, or corporation, without the consent of the
Corporation, any confidential information or trade secrets possessed, owned,
or used by the Corporation or its affiliates that may be communicated to,
acquired by, or learned of by the Employee in the course of or as a result of
his services with the Corporation. For the purposes of this Section 19.1,
confidential information of the Corporation shall not include (i) any
information developed by the Employee independently of services performed by
the Employee for the Corporation pursuant to this Agreement; (ii) any
information rightfully obtained by the Employee from a third party without
restriction; (iii) any information publicly available other than through the
fault or negligence of the Employee; (iv) any information disclosed by the
corporation to third parties without restriction; or (v) information already
known by the Employee prior to its disclosure by the Corporation.
19.2. Employee will not use in the course of Employee's
employment with the Corporation, or disclose or otherwise make available to
the Corporation, any information, documents or other items which Employee may
have received from any other person or entity (including any prior employer),
and which Employee is prohibited from so using, disclosing or making
available.
19.3. All records, files, memoranda, reports, price lists,
customer lists, drawings, plans, sketches, documents, prototypes, testing
data, equipment, electronically stored information on disk, tape or any other
medium or existing in computer memory transmitted by any means, including, but
not limited to, telephone or electronic data transmission and the like,
relating to the business of the Corporation or its affiliates, which Employee
shall use or prepare or come into contact with, shall remain the sole property
of the Corporation.
20.0 WORK PRODUCT.
20.1. All trade secrets, know-how, confidential information,
copyrightable material, inventions, discoveries, and improvements, including
computer programs (their structure, sequence, organization, coherence, look
and feel), whether patentable or unpatentable, copyrightable or
uncopyrightable, made, devised, discovered or reduced to practice by the
Employee, whether by himself or jointly with others, from the time of becoming
an employee of the Corporation until the termination of that status, shall be
deemed work for hire and shall be promptly disclosed in writing to the
Corporation and are to redound to the benefit of the Corporation and become
and remain its sole and exclusive property.
20.2. By executing this Agreement, Employee hereby transfers and
assigns to the Corporation, or persons, firms or corporations designated by
the Corporation, any or all of Employee's rights, title and interest in and to
any and all developments, inventions, computer programs, discoveries,
improvements, processes, devices, copyrights, patents and patent applications
therefore, and to execute at any and all times any and all instruments and do
any and all acts necessary or which the Corporation may deem desirable in
connection with conveying, transferring and assigning Employee's entire right,
title and interest in and to any inventions, discoveries, improvements,
computer programs, processes, devices, copyrights, patent applications
therefore or patents thereon in any way related to the technology or trade
secrets developed, discovered or reduced to practice by Employee during the
term of this Agreement, it being the express understanding and agreement of
the parties that any and all future developments, inventions and discoveries
of Employee during the term hereof shall be the property of the Corporation,
or its assigns.
21.0 PATENTS AND COPYRIGHTS.
21.1. Employer shall cause to be filed United States and foreign
patent and/or copyright applications on each invention deemed to be patentable
or copyrightable and embodied in any technology developed and reduced to
practice during the term hereof which inure to the Corporation by virtue of
the provisions of Section 20.0 hereof.
21.2. The Corporation shall forfeit patent rights or copyrights
to any patentable or copyrightable technology developed by Employee during the
term hereof in any jurisdiction in which it fails to file patent or copyright
applications after a timely request by Employee. Employer shall provide to
Employee a copy of each application filed, and within six (6) months
thereafter Employee shall designated what, if any, foreign countries he
desires applications to be filed. Patent or copyright prosecution and
maintenance shall be done by an attorney to be selected by the Corporation and
approved by Employee, which approval shall not be unreasonably withheld. All
reasonable expense of filing, prosecution and maintenance of domestic and
foreign patents or copyrights and patent or copyright applications shall be
borne by Employer.
21.3. Employer and Employee agree to forebear from, and not
permit others to make or permit any public disclosure of any of the patentable
matter prior to the application for a United States patent. All foreign
patent applications shall be made no later than one (1) year following the
date of the U.S. patent application.
21.4. All patents shall be applied for in the name of Employee,
as inventor, and shall be assigned to the Corporation or its assigns. All
copyrights shall be registered in the name of the Corporation. The Employee
shall, upon demand, execute and deliver to the Corporation or its assigns such
documents or assignments as may be deemed necessary or advisable by counsel
for the Corporation or its assigns for filing in the appropriate patent
offices to evidence the assignment of the patent rights hereby granted.
22.0 REPRESENTATIONS OF EMPLOYEE. The Employee represents that, to the
best of his knowledge and belief, neither his affiliation with the
Corporation, nor his holding any position as officer, director, Employee, or
consultant with the Corporation, nor his ownership of common stock in the
Corporation, nor his performing any other services for the Corporation
violates any presently existing, valid and enforceable contract, agreement,
commitment or other legal relationship between Employee and any other person
or entity.
23.0 ARBITRATION. All disputes, claims, controversies and differences
arising out of or relating to this Agreement, or the termination, breach or
validity thereof, shall be submitted, referred to and resolved by compulsory,
mandatory and binding arbitration in Phoenix, Arizona in accordance with the
Arbitration Rules of the American Arbitration Association relating to
commercial disputes. The determination of such arbitration proceedings shall
be binding upon the parties and their respective successors and assigns and
may be enforced by the prevailing party as a Final Judgment in any Court of
competent jurisdiction. In any such arbitration proceeding, the prevailing
party shall be entitled to an award for its arbitration costs, including
attorney's fees.
24.0 ATTORNEYS' FEES. In the event there is any litigation or
arbitration between the parties concerning this Agreement, the successful
party shall be awarded reasonable attorneys' fees and litigation or
arbitration costs, including the attorneys' fees and costs incurred in the
collection of any judgment.
25.0 NOTICES. All notices required or permitted hereunder shall be
sufficient if delivered personally or mailed to the parties at the address set
forth below or at such other address as either party may designate in writing
from time to time. Any notice by mailing shall be effective 48 hours after it
has been deposited in the United States certified mail, return receipt
requested, duly addressed and with postage prepaid.
26.0 PARTIAL INVALIDITY. If any provisions of this Agreement are in
violation of any statute or rule of law of any state or district in which it
may be sought to be enforced, then such provisions shall be deemed null and
void only to the extent that they may be in violation thereof, but without
invalidating the remaining provisions.
27.0 BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the respective parties hereto, their heirs, personal
representatives, successors and assigns; provided, however, that Employee may
not assign his employment hereunder, and any assignment by Employee in
violation of this Agreement shall vest no rights in the purported assignee.
28.0 WAIVER. No waiver of any breach of any one of the agreements,
terms, conditions or covenants of this Agreement by the Employer or the
Employee shall be deemed to imply or constitute a waiver of any other
agreement, term, condition or covenant of this Agreement. The failure of
either party to insist on strict performance of any agreement, term, condition
or covenant, herein set forth, shall not constitute or be construed as a
waiver of the rights of either or the other thereafter to enforce any other
default of such agreement, term, condition or covenant; neither shall such
failure to insist upon strict performance be deemed sufficient grounds to
enable either party hereto to forego or subvert or otherwise disregard any
other agreement, term, condition or covenants of this Agreement.
29.0 GOVERNING LAW. This Agreement and the rights and duties of the
parties shall be construed and enforced in accordance with the laws of the
State of Delaware.
30.0 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
of the parties hereto with respect to the subject matter hereof. There are no
representations, warranties, conditions or obligations except as herein
specifically provided. Any amendment or modification hereof must be in
writing.
IN WITNESS WHEREOF, the parties to this Agreement have duly executed it
on the day and year first above written.
EMPLOYER:
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
ATTEST:
By:
Secretary -------------------------------------
EMPLOYEE:
------------------------------------------
J. XXXXXX XXXXXX
