Exhibit 10.5
Employment Agreement Dated March 12, 1999 Between
BioLynx, Inc. and Xxxxxxx X. Xxxxxxxxx
Exhibit 10.5
EMPLOYMENT CONTRACT
This agreement is between BioLynx, Inc. ("Company") of San Antonio, Texas, and
XXXXXXX X. XXXXXXXXX ("Employee") of BioLynx.
In consideration of Employee's employment with or continued employment with
the Company, the Company and Employee agree as follows:
I. SERVICES AND COMPENSATION
The Company hereby employs, engages, and hires Employee, and Employee hereby
accepts and agrees to such employment, subject to the general supervision and
pursuant to the orders, advice, and direction of the Company.
The Employee agrees that he or she will at all times faithfully and to the
best of his or her ability, experience, and talents perform all of the duties
that may be required of or from him or her to the reasonable satisfaction of the
Company. The duties shall be rendered at all place or places as the Company
shall in good faith require.
The Company shall pay Employee a monetary compensation, and Employee shall
accept such compensation from the Company for Employee's services.
II. CONFIDENTIALITY AND NON-DISCLOSURE
During and after his or her employment with the Company, Employee agrees that,
except as directed by the Company, he or she will not use or disclose
Confidential Information to any person or organization or permit any person to
examine or copy Confidential Materials. Upon termination of employment with the
Company, Employee will deliver to the Company all confidential Materials in his
or her possession or control. At all times during and after employment with the
Company, Employee will take reasonable precautions to prevent unintentional
disclosures of Confidential Information.
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"Confidential Information" means information: (1) disclosed to or known by
Employee as a consequence of his or her employment with the Company; (2) not
generally known outside the Company; and (3) which relates to the Company's
business. "Confidential Information" is intended to include trade secrets as
defined in the Restatement of Torts. Specifically, without limitation,
"Confidential Information" includes information relating to products developed
for or used by the Company.
"Confidential Materials" are tangible materials containing Confidential
Information, including, without limitation, software, letters, books, records,
notes, memoranda, research materials, artwork, and drawings.
III. PROPRIETARY RIGHTS
All rights to Proprietary Items and Inventions, existing and to be developed
under the terms of this agreement, whether by Employee alone or in cooperation
with others, shall belong to the Company. Employee agrees that all copyrightable
material shall be a work for hire as defined by the United States copyright
laws, to be developed as part of a collective work.
Employee agrees to assign, without further compensation, his or her interest,
if any, in any Proprietary Item or Invention to the Company. Employee further
agrees to (1) disclose promptly to the Company in confidence and in writing all
Proprietary Items or Inventions conceived or made during the term of employment,
and (2) comply with the Company's reasonable instructions and execute any
documents necessary for vesting, registering or recording the Company's
interests in Proprietary Items or Inventions.
"Invention" means any new or useful art, discovery, contribution, finding, or
improvement whether or not patentable, and all related know-how.
"Proprietary Items" are ideas and information and their expressions (whether
copyrightable or not copyrightable), and inventions, including development of
existing Confidential Information or Materials, conceived or made by Employee
alone or with others during his or her employment at the Company.
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IV. NON-COMPETITION
The Employee recognizes and agrees that he or she has received or will receive
special training, knowledge, and access to confidential information and trade
secrets through his or her employment with the Company.
The Employee further recognizes and agrees that this industry in which the
Company is engaged is extremely competitive and the Company would suffer
irreparable harm if the Employee were to engage in activities directly in
competition with the Company.
In consideration of the valuable training, knowledge, and access to
confidential information and trade secrets provided to the Employee by the
Company, the Employee agrees that for a reasonable period, deemed by the parties
to be two years, after the termination of the Employee's employment for any
reason, the Employee will not engage in the business of developing, publishing,
or marketing of products in direct competition with the Company anywhere within
the Company's trade territory, the extent of the trade territory being
determined as of the time the Employee ends his or her employment with the
Company.
It is further understood that the geographic restrictions above are reasonable
and necessary to protect the business and interests of the Company.
V. ENFORCEMENT AND GENERAL CONDITIONS
It is agreed that all damages shall be an inadequate remedy for breach or
threatened breach by Employee of any of his or her covenants herein and that any
such breach by Employee will cause the Company irreparable damage. Accordingly,
Employee agrees that the Company shall be entitled, without waiving any
additional remedies otherwise available to it, to injunctive and other equitable
relief in the event of a breach or threatened breach. The validity and
interpretation of this agreement and legal relations of the parties shall be
governed by the laws of the State of Texas.
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The parties have signed this agreement the 12 day of March, 1999, to be
effective as of the day of first employment of Employee with Company.
EMPLOYEE: COMPANY: BioLynx, Inc.
XXXXXXX X. XXXXXXXXX By: XXXX X. XXXXXX XX
Its: Pres.
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(Printed Title of Officer)
/s/ XXXXXXX X. XXXXXXXXX /s/ XXXX X. XXXXXX XX
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3-12-99 3-12-99
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Date Date
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