EXHIBIT 10.23
EXECUTION COPY
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "AGREEMENT") is dated as of June 4, 2004
(the "COMMENCEMENT DATE"), by and between JKP Bizarre, LLC, a Delaware limited
liability company (the "COMPANY"), and Xxxxx Xxxxxx ("EMPLOYEE").
WHEREAS, this Agreement is entered into in connection with that certain
Option, Purchase and Exclusive License Agreement (the "PURCHASE AGREEMENT")
dated as of even date herewith by and among the Company, Bizarre XXX, Inc. a New
York corporation ("BIZARRE 1"), Bizarre Video Unlimited, Ltd, a New York
corporation, ("BIZARRE 2" and together with Bizarre 1, "BIZARRE") and Xxxxxx
Xxxxxx and Employee who are the sole shareholders of Bizarre. The Purchase
Agreement provides for, among other things, the licensing of certain of
Bizarre's assets, the granting to the Company of an option to purchase certain
of Bizarre's assets, and upon exercise of the option, the sale and purchase of
certain of Bizarre's assets on the terms described therein.
WHEREAS, the Company is in the business of developing, producing,
manufacturing, marketing, distributing, licensing, and selling feature films,
shorts, still photographs and other media on VHS, DVD, Pay-Per-View,
Video-On-Demand, the Internet and in other media formats and all other related
enterprises for commercial profit in the entertainment industry (the
"BUSINESS").
WHEREAS, Employee has significant experience in the Business, and prior to
the date hereof, Employee served as a manager of Bizarre.
WHEREAS, it is a condition to the consummation of the Purchase Agreement
that the Company and Employee enter into this Agreement.
WHEREAS, the Company desires to secure the services of Employee, Employee
desires to commence employment with the Company, and each desires to enter into
an agreement to provide for the terms of such employment as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Employment.
(a) Employment Period. The Company agrees to employ
Employee, and Employee hereby accepts employment with the Company, upon the
terms and conditions set forth in this Agreement for the period beginning on the
date hereof and ending on the Expiration Date (the "INITIAL EMPLOYMENT PERIOD"
and together with the First Renewal Term and Second Renewal Term (both as
defined in Section 3 below), the "EMPLOYMENT PERIOD").
(b) Duties and Powers. During the Employment Period,
Employee shall serve as an Employee of the Company under the supervision of the
Company's Chief Executive Officer, Chief Operating Officer, President and Vice
President of Production (the "OFFICERS"). Employee shall perform such services
of a professional nature as the Officers shall from time to time direct. Such
duties shall include Sales, Sales Management, Production
Management, Operations Management and Warehouse Management, and, in addition,
Employee shall be responsible for the management and supervision of the
Company's personnel in each department in which Employee is appointed to serve
as manager. Employee agrees to devote all of his business time, skill, attention
and service to the diligent, faithful and competent discharge of such duties for
the successful operation of the Business. Employee agrees that during the
Employment Period he will not engage in any business activity or have any
business pursuits or interests which either individually or in the aggregate
conflict with the businesses of the Company or interfere with Employee's duties
hereunder. During the Employment Period, Employee shall perform services to the
Company in Los Angeles, California, provided, however, that, during the Second
Renewal Term, the Company and the Employee hereby agree that Employee may spend
a significant amount of his time outside of Los Angeles, California, except that
such time shall not interfere with Employee's duties to the Company hereunder.
2. Compensation and Benefits.
(a) Base Salary. Employee's base salary shall be paid by the
Company in regular installments in accordance with the Company's general payroll
practices and shall be subject to customary withholding, payroll and other taxes
as follows:
(i) During the Employment Period and the First Renewal
Term, Employee's base salary shall be Seventy-Five Thousand Dollars ($75,000)
per annum ("INITIAL BASE SALARY").
(ii) During the Second Renewal Term, Employee's base
salary shall be One Hundred Thousand Dollars ($100,000) per annum ("SECOND
RENEWAL TERM BASE SALARY").
(b) Stock Options. In addition to the Initial Base Salary,
in consideration of the services to be performed by Employee hereunder, the
Company hereby grants Employee, One Hundred Thousand (100,000) options
("OPTIONS") to purchase shares of the common stock of Xxxx Xxxxx Productions
Holding, Inc. ("JKP") at a per share price equal to the fair market value of one
share of JKP's common stock on the business day immediately prior to the
Exercise Date. On each of the first, second, third and fourth anniversary of the
date of this Agreement (each anniversary, the "EXERCISE DATE"), Twenty-Five
Thousand (25,000) Options shall vest and thereafter shall be exercisable by
Employee in accordance with the terms of the Company's Stock Option Plan, as
then in effect, provided, however, that, if Employee is terminated in accordance
with Section 4(ii) below, any Options that have not vested prior to the
Termination Date (as defined herein) shall become null and void. As used in this
Agreement, "TERMINATION DATE" means the date upon which Employee is terminated
for any reason whatsoever.
(c) Commission. During the Second Renewal Term, if total
Revenue (as defined below) shall exceed Six Million Five Hundred Thousand
Dollars ($6,500,000) (the "COMMISSION BENCHMARK"), in addition to the Second
Renewal Term Base Salary, the Company shall pay Employee the Earned Commission
(as defined herein) thirty days after the end of each Earned Commission Month
(as defined herein). As used herein, "EARNED COMMISSION" means an amount equal
to ten percent (10%) of total Revenue (as defined herein) in excess of the
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Commission Benchmark. "REVENUE" shall mean revenue actually received by the
Company from DVD, VHS, foreign, cable and Internet sales of the Product Lines
(as defined herein) by the Company, less any charge-backs, refunds or other
credits, shipping and handling costs and applicable sales taxes, up to a maximum
of Eleven Thousand Dollars ($11,000) per Earned Commission Month. As used herein
"PRODUCT LINES" means products sold under the brand name "Xxxx Xxxxx
Productions" and any other brand names under which products sold by either the
Company or Bizarre are marketed, packaged and sold as of the date hereof. As
used herein, "EARNED COMMISSION MONTH" means each calendar month following the
month in which the Commission Benchmark has been reached. Notwithstanding
anything to the contrary contained herein, in no event shall the Company be
obligated to pay Employee pursuant to Section 2(c) in excess of Eleven Thousand
Dollars ($11,000) in any calendar month.
(d) Health Insurance. During the Employment Period, the
Company shall provide Employee with health insurance under a plan selected by
the Board of Managers of the Company (the "BOARD") and generally made available
to the Company's employees.
(e) Expenses. During the Employment Period, the Company
shall reimburse Employee for all reasonable expenses incurred by him in the
course of performing his duties under this Agreement which are consistent with
the Company's policies in effect from time to time with respect to travel,
entertainment and other business expenses, subject to the requirements of the
Company with respect to reporting and documentation of such expenses.
(f) Automobile Allowance. During the Second Renewal Term,
the Company shall provide Employee with an automobile allowance in the amount of
One Thousand Five Hundred Dollars ($1,500) per month.
3. Term; Renewal. Subject to earlier termination in accordance
with the terms and conditions set forth in Section 4 below, the Initial
Employment Period shall end on the six-month anniversary of the Commencement
Date (the "EXPIRATION DATE"), subject to (i) automatic renewal for an additional
six (6) month period commencing on the Expiration Date unless Employee shall
provide the Company with written notice of Employee's desire not to renew at
least fifteen (15) days prior to the Expiration Date (the "FIRST RENEWAL TERM"),
and (ii) if the Option (as defined in the Purchase Agreement) is exercised and
the Closing (as defined in the Purchase Agreement) occurs in connection
therewith, an additional one (1) year renewal upon the written notice of
Employee delivered to the Company not later than two (2) business days after
such Closing (the "SECOND RENEWAL TERM").
4. Termination. The Employment Period shall (i) automatically
terminate immediately upon Employee's death; (ii) may be terminated by the
Company for Cause (as defined below); or (iii) may be terminated by the Company
by reason of Employee's Disability (as defined below).
As used herein "CAUSE" means (i) Employee's failure to comply with any
covenants under this Agreement or any other agreement with the Company, as
determined by the Board, or Employee's neglect of or failure to perform his
duties for the Company as determined by the Board; (ii) the conviction of
Employee for, or the plea of guilty or nolo contendere by Employee with respect
to, a felony or a crime involving moral turpitude; (iii) causing the Company to
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violate local, state or federal laws, rules or regulations; (iv) negligence,
recklessness or willful misconduct in the course of employment or conduct of the
Business; (v) theft or misappropriation of the funds, assets or business
opportunities of the Company; or (vi) Employee's refusal to comply with any
policy, directive or decision of the Board in furtherance of Company's Business
or refusal to perform the legal duties assigned to Employee by the Board.
As used herein "DISABILITY" means the inability, due to illness, accident,
injury, physical or mental incapacity or other disability, of Employee to carry
out effectively his duties and obligations to the Company or to participate
effectively and actively in the conduct of the Business for a period of at least
45 consecutive days or for shorter periods aggregating to at least 90 days
(whether or not consecutive) during any twelve-month period, as determined by
the Board.
(a) Compensation Following Termination. If the Employment
Period is terminated by the Company, Employee shall be entitled to receive (i)
all previously earned and accrued but unpaid Initial Base Salary or Second
Renewal Term Base Salary, as the case may be, up to the Termination Date and
reimbursement of any expenses incurred by Employee prior to the Termination Date
in accordance with Section 2(e).
(i) Following the termination of the Employment
Period, Employee agrees that: (A) (1) Employee shall be entitled to the payments
and services provided for in this Section 4(a), if any, if and only if Employee
has not breached as of the Termination Date the provisions of Section 5 hereof
and does not breach Section 5 at any time during the period for which such
payments or services are to be made and (2) the Company's obligation to make
such payments and services will terminate upon the occurrence of any such breach
during any such period; (B) any payments pursuant to this Section 4(a) shall be
paid by the Company in regular installments in accordance with the Company's
general payroll practices and shall be subject to customary withholding, payroll
and other taxes, and following such payments the Company shall have no further
obligation to Employee pursuant to this Section 4(a) except as provided by law;
(C) Employee hereby agrees that except as expressly provided herein, no
compensation of any kind, nature or amount shall be payable to Employee, except
as expressly provided herein; and (D) all of Employee's rights to any benefits
hereunder shall cease upon the termination of the Employment Period.
Notwithstanding anything to the contrary in this Section 4(a), no payments shall
be due under this Section 4(a) unless and until Employee shall have executed a
customary general release and waiver of claims of the Company, in form
reasonably satisfactory to the Company, and the execution of such general
release and waiver of claims shall be a condition to Employee's rights under
this Section 4(a).
5. Confidentiality/Non-Disclosure/Non-Competition/Non-Solicitation.
Reference is made to that certain Confidentiality and Non-Disclosure Agreement
of even date herewith by and between the Company and Employee attached hereto as
Exhibit A and incorporated herein by this reference.
(a) Work-Made-for-Hire; Waiver of Droit-Moral. Employee
agrees that any concept, idea, manuscript, graphic, storyboard, photograph or
other results and proceeds in any form whatsoever created in connection with or
relating to the Business (collectively, the
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"WORK") created by Employee or under his supervision, direction or control is
and shall be deemed a Work-Made-for-Hire under the United States Copyright Act,
17 U.S.C. sect. 101, et. seq., and that Company owns all rights in and to each
Work. Employee hereby waives any droit-moral rights or any similar right in and
to all Work. Employee agrees that Employee shall perform all actions reasonably
requested by the Board (whether during or after the Employment Period to
establish and confirm such ownership (including, without limitation,
assignments, consents, powers of attorney and other instruments).
(b) Reasonableness of Covenants. Employee agrees and
acknowledges that: (i) the covenants set forth in this Section 5 are reasonably
limited in both time and geographical scope and in all other respects, (ii) the
covenants set forth in this Section 5 are reasonably necessary for the
protection of the Company, and (iii) the Company would not have entered into
this Agreement but for the covenants of Employee contained in this Section 5.
(c) Judicial Modification. If, at the time of enforcement of
this Agreement, a court shall hold that the duration, scope or area restrictions
stated herein are unreasonable under the circumstances then existing, the
parties agree that the maximum duration, scope or area reasonable under such
circumstances shall be substituted for the stated duration, scope or area and
that the court shall be allowed to revise the restrictions contained herein to
cover the maximum period, scope and area permitted by law.
6. Representations by Employee. Employee represents and warrants
that (a) Employee's execution and delivery of this Agreement and performance of
his duties and obligations hereunder will not conflict with, or cause a breach
or default under, or give any party a right to damages under, any other
agreement to which Employee is a party or by which he is bound, and (b) there
are no agreements, orders, decrees, judgments or understandings that would make
unlawful Employee's execution or delivery of this Agreement or his employment
hereunder.
7. Notices. All notices, demands or other communications to be
given or delivered under or by reason of the provisions of this Agreement will
be in writing and will be deemed to have been given when delivered personally,
mailed by certified or registered mail, return receipt requested and postage
prepaid, or sent via a nationally recognized overnight courier, or sent via
facsimile to the recipient with telephonic confirmation by the sending party.
Such notices, demands and other communications will be sent to the address
indicated below:
To the Company:
JKP Bizarre, LLC
0000 Xxxxxx Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
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With a copy to:
Klehr, Harrison, Xxxxxx, Branzburg & Xxxxxx LLP
000 X. Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx, Esq.
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
To Employee:
Xxxxx Xxxxxx
c/o Xxx X. Xxxxx, P.C.
000 Xxx Xxxxxxx Xxxx
Xxxxxx Xxxx, XX 00000
Attention: Xxx X. Xxxxx, Esq.
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
With a Copy to:
Xxx X. Xxxxx, P.C.
000 Xxx Xxxxxxx Xxxx
Xxxxxx Xxxx, XX 00000
Attention: Xxx X. Xxxxx, Esq.
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party.
8. Miscellaneous.
(a) Survival. The provisions set forth in Sections 5, 8(g)
and 8(h) shall survive the expiration or termination of this Agreement.
(b) Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
(c) Complete Agreement. This Agreement embodies the complete
agreement and understanding among the parties and supersedes and preempts any
prior
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understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way.
(d) Counterparts. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
(e) Successors and Assigns. Except as otherwise provided
herein, this Agreement shall bind and inure to the benefit of and be enforceable
by Employee and the Company, and their respective successors and assigns;
provided that the services provided by Employee under this Agreement are of a
personal nature and rights and obligations of Employee under this Agreement
shall not be assignable.
(f) Governing Law; Jurisdiction. All questions concerning
the construction, validity and interpretation of this Agreement and the exhibits
hereto will be governed by and construed in accordance with the domestic laws of
the State of California, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of California or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of California. The parties irrevocably consent to the
jurisdiction of the United States federal courts and the state courts located in
the State of California in any suit or proceeding based on or arising under this
Agreement and irrevocably agree that all claims in respect of such suit or
proceeding may be determined in such courts. The parties irrevocably waive the
defense of an inconvenient forum to the maintenance of such suit or proceeding.
The parties further agree that service of process upon the other party mailed by
first class mail shall be deemed in every respect effective service of process
upon such party in any such suit or proceeding. Nothing herein shall affect the
right of the parties to serve process in any other manner permitted by law. The
parties agree that a final non-appealable judgment in any such suit or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on such judgment or in any other lawful manner.
(g) Remedies Upon Breach. Reference is made to that certain
Arbitration Agreement of even date herewith by and between the Company and
Employee attached hereto as Exhibit B and incorporated herein by this reference.
(h) Right of Set-Off. The Company shall have the right to
set-off, against any amount which may be owed by the Company to Employee, any
amount owed to Company by Employee for any loan, advance, purchase or other
transaction between the Company and Employee.
(i) Amendment and Waiver. The provisions of this Agreement
may be amended and waived only with the prior written consent of the Company and
Employee.
[END OF TEXT; SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first written above.
COMPANY:
JKP Bizarre, LLC,
a Delaware limited liability company
By: JKP Holdings, Inc.,
a Nevada corporation,
its sole member
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chief Operating Officer
EMPLOYEE:
/s/ Xxxxx Xxxxxx
--------------------------------------------
Xxxxx Xxxxxx
EXHIBIT A
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This Confidentiality and Non-Disclosure Agreement is made and entered into by
and between JKP Bizarre, a Delaware limited liability company ("Company") and
Xxxxx Xxxxxx ("Employee"), effective as of _________, 2004, with reference to
the following facts:
A. Employee, in the course of his employment on behalf of Company, has
access to proprietary information, which is essential for the conduct of
Company's business.
B. Company is primarily engaged in the production and distribution of
adult oriented entertainment. Employee understands that, in its business,
Company has developed and uses commercially valuable non-technical information
in the various existing and projected fields of Company's business and, to guard
the legitimate interests of Company, it is necessary for Company to protect
certain of the information (1) as confidential and a trade secret and/or (2) as
market leads and contacts.
C. Employee understands that such information is vital to the success
of Company's business, and that through Employee's employment by Company,
Employee may become acquainted with that information, and may contribute to that
information through programming, coding, sales leads and contacts or in some
other manner.
D. Employee understands that all such information, programming, coding,
sales leads and other results of Employee's employment by Company are the
exclusive property of Company and may be protected by Company as it deems
appropriate. Company desires to assure that all proprietary information remains
confidential, and is only used by Employee in the discharge of his employment
responsibilities.
NOW THEREFORE, the parties hereby agree as follows:
l. Consideration
The consideration for this Agreement is the employment of Employee by
Company
2. Employee's Work Product
In the scope of Employee's services as an employee for Company
("Services"), Employee may produce documentation including trade names,
trademarks, designs, records, charts, files, plans, schematics, financial
records, descriptions, marketing materials, drawings, business plans and
forecasts, and annotation for any products or information ("Employee's
Output") which Company may continue to productively utilize subsequent to
termination of the employment for any reason whatsoever.
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3. Ownership
3.1 Employee acknowledges and agrees that Company is the sole and exclusive
owner of all rights in and to certain confidential ideas and trade secrets
concerning the operations of Company (defined more fully on Schedule "A"
and incorporated herein by reference - "Trade Secret Information"), all of
Employee's Output, and all products or information derived or to be
derived from Employee's Output, regardless of whether such Trade Secret
information or Employee's Output is subject to patent, copyright, or other
protection.
3.2 In the event that the Trade Secret Information or Employee's Output is or
becomes the subject of a patent application, patent, copyright, or other
rights under the laws of the United States or any other country, Employee
agrees and understands that Company shall have all the rights and remedies
available to Company under the law as a result of such patent
applications, patents, copyrights, or other rights.
3.3 Both parties understand that this Agreement does not constitute a license
to use the Trade Secret information or Employee's Output other than as
specified herein.
4. Confidentiality and Non-Disclosure
4.1 Employee acknowledges that Employee has had and shall have access to and
has become and shall become aware of, Trade Secret Information. Employee
agrees to hold in confidence all Trade Secret Information disclosed to
Employee or developed by Employee in connection with the Services, either
in writing, verbally, or as a result of the Services
4.2 Employee shall not, without the written permission of Company, use the
Trade Secret Information which Employee is obligated hereunder to maintain
in confidence for any reason other than to enable Employee to properly and
completely perform the services required by his Services.
4.3 Employee shall not reproduce or make copies of the Trade Secret
Information or Employee's Output, except as required in the performance of
the Services. Upon termination of the Services for any reason, whatsoever,
Employee shall promptly deliver to Company all correspondence, drawings,
tapes, DVD's, manuals, letters, notes, notebooks, reports, flow-charts,
programs, proposals, documents concerning Company's customer/clients,
documents, writings, and materials of any kind whatsoever utilized by
Employee or produced by Employee during Services, together with any copies
or other reproductions thereof made by Employee or in the possession or
control of Employee . Employee understands that all such records, whether
developed by Employee or others, are and shall remain the property of
Company.
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4.4 Except as may be required by the Services, Employee shall not, during or
at any time subsequent to the Services, unless Company has given its prior
written consent, disclose or use the Trade Secret Information or engage in
or refrain from any action, where such action or inaction may result (a)
in the unauthorized disclosure of any or all such trade secrets to any
person or entity; or (b) in the infringement of any or all such rights.
5. Non-Competition
5.1 Employee shall not, during the Services and in any event through the
second anniversary of the date hereof, directly or indirectly, solicit the
trade or patronage of any of the customers/clients or prospective
customers/clients of Company, with respect to any of the services,
products, trade secrets of Company.
6. Indemnification
6.1 Employee understands that if Employee fails to perform as specified in
this Agreement, Employee may be subject to legal action by Company.
6.2 Employee shall indemnify Company from and against any loss, damage, or
injury Company shall suffer as a result of any breach of this Agreement by
Employee. Such all encompassing indemnity shall include, but not be
limited to, losses, damages, injury, or liability that Company may suffer
as a result of Employee's breach, in any way, of this Agreement. Such
damages and injuries that may be awarded to Company against Employee shall
be deemed to include all actual, general, special, and consequential
damages awarded to Company, its agents, employees, or assigns, against any
party who benefits, in any way from Employee's breach of this Agreement,
as well as those awarded in any litigation or arbitration instituted by or
against Company to recover monetary compensation for such loss, damage or
injury or to obtain injunctive relief from Employee's failure to perform
as specified in this Agreement
7. General
7.1 Employee understands that this Agreement shall be effective when executed
by both Company and Employee and that the terms of this Agreement shall
remain in full force and effect both during the continuation of the
Services and after termination of the Services for any reason whatsoever.
7.2 This Agreement supersedes any and all prior agreements concerning
confidentiality of trade secrets and non-competition between Company and
Employee. Any amendment to this Agreement shall be in writing signed by
each party hereto.
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7.3 If any provision of this Agreement shall be held by a court of competent
jurisdiction to be contrary to law, the remaining provisions of this
Agreement shall remain in full force and effect.
7.4 Each and all of the provisions of this Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns.
7.5 Recognizing the unusual nature of the Company's business and trade
secrets, Employee acknowledges Company's rights to immediate injunctive
relief in case of any breach of this Agreement by Employee, in addition to
any other remedy at law.
7.6 The prevailing party shall be entitled to reasonable attorneys' fees.
7.7 This Agreement shall be construed according to the laws of the State of
California.
EXECUTED at Los Angeles, California, as of the day and year first above written.
JKP Bizarre, LLC,
a Delaware limited liability company
By ________________________
Xxxxxx X. Xxxxx
Chief Financial Officer
By ________________________
Employee
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SCHEDULE A
A.1 Trade Secret Information includes information whether or not
developed by Employee. Trade Secret Information includes, but is not limited to,
the following:
A.1.1 research and development work; source code; object code; run-time
libraries; production schedules; new projects; software-related documentation;
contracts and agreements; employee information; construction, layout, and
operation to Company's facilities and equipment; all of these items both for
customers/clients and for Company's internal operations, and;
A.1.2 names and identities of former, existing, and prospective
customers/clients not well known to the trade; all contacts at all such
customers/clients whether or not such customers/clients are well known to the
trade; contents of proposals for sales, maintenance, service, license, and other
contracts; contents of all such contracts with all former, existing, and
prospective customers/clients; sales, profit and loss, profit margin, production
costs, overhead, and other bookkeeping and accounting information; all
information regarding business development and marketing; business plans; names
and identities of vendors and suppliers not well known to the trade; all
contacts at all such vendors and suppliers whether or not such vendors and
suppliers are well known to the trade; costs and contents of proposals and
actual contracts with all such vendors and suppliers.
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EXHIBIT B
ARBITRATION AGREEMENT
May __, 2004
To: Xxxxx Xxxxxx
From: Xxxxxx X. Xxxxx
JKP Bizarre, LLC
Regarding: Dispute Resolution
JKP Bizarre, LLC (the "Company") believes that with increased growth and
profitability comes greater opportunities for its employees. The Company is
working towards these goals by both trying to increase sales and decrease costs.
One cost that could have extremely detrimental effects on this company is
litigation expense from frivolous lawsuits. In the Company's efforts to control
the uncontrollable, we have adopted the dispute resolution methods of first,
mediation, and if all else fails, binding arbitration. In this way both parties
are protected, but the costs are controlled. We do not expect any of this to
apply to you, but we set it forth, as it is our policy. Below, please find the
agreement necessary to meet the Company's goals. Execution of this agreement is
a condition of employment and is consideration for this agreement.
In the event of a dispute arising out of your employment with the Company,
we mutually agree to try in good faith to resolve the dispute through mediation
by selecting a third party to help us reach an agreement. If we are unable to
resolve the dispute through mediation, employee and the Company agree to submit
to a resolution by arbitration in accordance with the rules of the American
Arbitration Association. Such arbitration shall be binding and final. IN
AGREEING TO ARBITRATION, WE BOTH ACKNOWLEDGE THAT IN THE EVENT OF A DISPUTE,
EACH OF US IS GIVING UP THE RIGHT TO HAVE THE DISPUTE DECIDED IN A COURT OF LAW
BEFORE A JUDGE OR JURY AND INSTEAD WE ARE ACCEPTING THE USE OF ARBITRATION FOR
RESOLUTION.
Accepted by: _________________________ Date: ______________________
Employee
Accepted by: _________________________ Date: May __, 2004
JKP Bizarre
By: Xxxxxx X. Xxxxx
Chief Financial Officer
