EMPLOYMENT AGREEMENT
This agreement, which becomes effective as of October
5,1998, is made by and between Venturi Technologies, Inc., a
corporation duly organized and existing under the laws of the
State of Nevada, with its principal place of business at 0000
Xxxxx Xxxxx Xxxxxx, Xxxx, Xxxx, hereinafter referred to as
employer, and Xxxxx X. Xxxxx, hereinafter referred to as
employee.
RECITALS
The parties recite and declare:
A. Employer is engaged in the business of carpet and
upholstery cleaning.
B. Employee has been engaged in and has had a great deal
of experience in the same type of business.
C. Employee is willing to be employed by employer, and
employer is willing to employ employee, on the terms, covenants,
and conditions set forth in this agreement.
In light of the above recitals, and in consideration of the
mutual promises and agreements set forth in this agreement,
employer and employee agree as follows:
SECTION ONE
EMPLOYMENT
A. Employer hereby employs, engages, and hires employee
as a Restoration Job Coordinator(job title) and employee hereby
accepts and agrees to such hiring, engagement, and employment,
subject to the general supervision and pursuant to the orders,
advice, and direction of employer.
B. Employee shall perform such duties as are customarily
performed by one holding a similar position in other businesses
or enterprises similar to the one engaged in by employer, and
shall render such other services and duties as may be assigned
to him from time to time by employer.
SECTION TWO
BEST EFFORTS OF EMPLOYEE
Employee agrees that he will faithfully, industriously, and
to the best of his ability, experience, and talents, perform all
duties that may be required of him pursuant to the terms of this
agreement, to the reasonable satisfaction of employer. Such
duties shall be rendered at 0000 X. Xxxxx Xxxxxx, Xxxx, Xxxx.
SECTION THREE
TERM OF EMPLOYMENT
The term of this agreement shall be three years, commencing
October 5, 1998 and terminating on October 5, 2001. At the
expiration date this agreement shall be renewed for one or more
regular periods of one year, unless either party objects to the
extension, in which case the parties shall then negotiate either
new agreement or the terms for terminating the employment.
SECTION FOUR
COMPENSATION OF EMPLOYEE
A. Employer shall pay employee, and employee shall accept
from employer, in full payment for employee's services under this
agreement, compensation at the rate of seven thousand six hundred
seventy nine dollars ($7,679) per month, or such higher salary
that the parties may mutually agree upon, to be paid in two equal
installments on the fifth and twentieth days of each month while
this agreement shall be in force. $3,679 of $7,679 to be paid
to Disaster Plus.
B. Employer shall also reimburse employee for all
necessary expenses including travel costs, airline fare, hotel
bills, meals, and other necessary and proper expenses incurred
by employee while traveling pursuant to employer's directions.
SECTION FIVE
TERMINATION DUE TO DISCONTINUANCE OF BUSINESS
In spite of anything contained in this agreement to the
contrary, in the event that employer shall discontinue operating
its business then this agreement shall terminate as of the last
day of the month in which employer ceases operations-with the
same force and effect as if the last day of the month were
originally set as the termination date of this agreement.
SECTION SIX
OTHER EMPLOYMENT
Nothing contained in this agreement shall limit or prevent
t right of the employee to invest any of his money in the capital
stock or other securities of any corporation whose stock or
securities are publicly owned or are regularly traded on any
public exchange, nor shall anything contained in this agreement
be deemed to prevent employee from investing or limit employee's
right to invest his money in real estate.
SECTION SEVEN
RECOMMENDATIONS FOR IMPROVING OPERATIONS
Employee shall make available to employer all information
of ch employee shall have any knowledge and shall make all
suggestions and recommendations that will be of mutual benefit
to employer and employee.
SECTION EIGHT
TRADE SECRETS
Employee shall not at any time or in any manner, either
directly or indirectly, divulge, disclose or communicate to any
person, firm, corporation, or other entity in any manner
whatsoever any information concerning any matters affecting or
relating to the business of employer. That information includes,
without limitation, any of employer's customers, the prices it
obtains or has obtained from the sale of, or at which it sells
or has sold, its products, or any other information concerning
the business of employer, its manner of operation, its plans,
processes, or other data without regard to whether all of the
above-stated matters will be deemed confidential, material, or
important. Employer and employee specifically and expressly
stipulate that as between them, such matters are important,
material and confidential and gravely affect the effective and
successful conduct of the business of employer, and employer's
good will. Any breach of the terms of this section shall be a
material breach of this agreement.
SECTION NINE
TRADE SECRETS AFTER TERMINATION OF EMPLOYMENT
All of the terms of Section Eight of this agreement shall
remain in full force and effect for one year after the
termination of employee's employment.
SECTION TEN
ADDITIONAL COMPENSATION
Employee shall be entitled to additional compensation by
reason of any additional service that he may perform as a member
of the managing committee of employer, or in the event that he
shall at any time be elected an officer of director of employer.
SECTION ELEVEN
EMPLOYEE'S INABILITY TO CONTRACT FOR EMPLOYER
In spite of anything contained in this agreement to the
contrary, employee shall not have the right to make any contracts
or commitments for or on behalf of employer without first
obtaining the consent of employer.
SECTION TWELVE
AGREEMENTS OUTSIDE OF CONTRACT
Other than the attached sales agreement, which is an
integral part of this employment contract, this agreement
contains the complete agreement concerning the employment
arrangement between the parties and shall, as of the effective
date hereof, supersede all other agreements between the parties.
The parties stipulate that neither of them has made any
representation with respect to the subject matter of this
agreement or any representations, including the execution and
delivery of this agreement, except such representations as are
specifically set forth in this agreement. Each of the parties
acknowledges that he or it has relied on his or its own judgment
in entering into this agreement. The parties further acknowledge
that any payments or representations that may have been made by
either of them to the other prior to the date of executing this
agreement are of no effect and that neither of them has relied
thereon in connection with his or its dealings with the other.
SECTION THIRTEEN
VACATION, HOLIDAYS AND SICK LEAVE
A. Employee shall be entitled to 15 days of paid vacation
each year during the term of this agreement. The time for such
vacation shall be determined by mutual agreement between employer
and employee.
B. Employee shall be entitled each year, at a minimum, to
the following paid holidays: New Year's Day, Memorial Day, the
Fourth of July, Labor Day, Thanksgiving Day, Christmas Day, and
one floating holiday.
C. Employee shall accrue one day of sick leave per month.
SECTION FOURTEEN
MEDICAL AND OTHER BENEFITS
A. Employer agrees to include employee in the coverage by
the hospital, surgical, and medical benefit plan with __n/a_____
(provider's name) that was adopted by employer on ____n/a_______.
B. Employee shall be entitled to and shall receive all
other benefits and conditions of employment available generally
to other employees of employer employed at the same level and
responsibility of employee pursuant to employer plans and
programs, including by way of illustration, but not by way of
limitation, group health insurance benefits, life insurance
benefits, profit sharing benefits, and pension and retirement
benefits.
SECTION FIFTEEN
MODIFICATION OF AGREEMENT
Any modification of this agreement or additional obligation
assumed by either party in connection with this agreement shall
be binding only if evidenced in writing signed by each party or
an authorized representative of each party.
SECTION SIXTEEN
WORK FACILITIES
Employee shall be provided with an office, books, technical
and clerical assistance and such other facilities, supplies,
equipment, and services suitable to employee's position and
adequate for the performance of employees duties and pursuant to
this agreement.
SECTION SEVENTEEN
TERMINATION
A. At will employment. Employee is an "at will" employee,
meaning that employee's continued employment hereunder is at the
will of employer. Except as may be otherwise set forth in this
agreement, the board of directors of employer may terminate this
agreement and employee's hereunder at any time and for any
reason, with or without cause.
B. Termination for cause. If employer terminates this
agreement for cause, all of employer's obligations to employee
hereunder, including the obligation to pay employee's salary,
shall immediately terminate. "Cause" for purposes of the
preceding sentence shall be defined as: (i) employee's inability
to provide the services to employer contemplated hereunder
because of actual or threatened liability of employee under any
prior non-competition agreements to which employee may be a
party; (ii) employee's willful or gross misconduct of a severity,
magnitude, or public nature which is reasonably expected to cause
material harm to the business or reputation or employer; (iii)
an act by employee constituting fraud, theft, or conviction of
a felony; or (iv) such abuse of or impairment caused by any drug,
alcohol, or any controlled substance which significantly affects
the performance of employee. Such determination shall be made
by the employer and delivered to the employee in writing, and
shall be final and conclusive.
C. Termination without cause, If employer terminates this
agreement without cause, employee shall be entitled to receive,
as such payments would have become due if this agreement had not
been terminated, employee's unpaid base salary as provided in
this agreement, for the shorter of eighteen (18) months from the
date of termination or the expiration of the term to this
agreement.
SECTION EIGHTEEN
EFFECT OF PARTIAL INVALIDITY
The invalidity of any portion of this agreement will not and
shall not be deemed to affect the validity of any other
provision. In the event that any provision of this agreement is
held to be invalid, the parties agree that the remaining
provisions shall be deemed to be in full force and effect as if
they had been executed by both parties subsequent to the
expungement of the invalid provision.
SECTION NINETEEN
CHOICE OF LAW
It is the intention of the parties to this agreement that
this agreement and the performance under this agreement, and all
suits and special proceedings under this agreement, be construed
in accordance with and pursuant to the laws of the State of Utah
and that, in any action, special proceeding or other proceeding
that may be brought arising out of, in connection with, or by
reason of this agreement, the laws of the State of Utah shall be
applicable and shall govern to the exclusion of the law of any
other forum, without regard to the jurisdiction in which any
action or special proceeding may be instituted.
SECTION TWENTY
NO WAIVER
The failure of either party to this agreement to insist upon
the performance of any of the terms and conditions of this
agreement, or the waiver of any breach of any of the terms and
conditions of this agreement, shall not be construed as
thereafter waiving any such terms and conditions, but the same
shall continue and remain in full force and effect as if no such
forbearance or waiver had occurred.
SECTION TWENTY-ONE
ATTORNEY FEES
In the event that any action is filed in relation to this
agreement, the unsuccessful party in the action shall pay to the
successful party, in addition to all the sums that either party
may be called on to pay as damages, a reasonable sum for the
successful party's attorney's fees.
SECTION TWENTY-TWO
TERMINATION BY DEATH
If employee dies before his employment with corporation is
otherwise terminated, the payments to which employee would then
have been entitled if at the date of employee's death his
employment had been terminated while employee still lived, as
determined under the terms of this agreement, shall be made to
employee's beneficiary, and if no beneficiary survives employee,
the entire amount due employee shall be paid to his estate.
SECTION TWENTY-THREE
NON-TRANSFERABILITY
This is a personal agreement. Employee's rights under this
agreement may not be sold, transferred, assigned, pledged, or
hypothecated.
SECTION TWENTY-FOUR
PARAGRAPH HEADINGS
The titles to the paragraphs of this agreement are solely
for the convenience of the parties and shall not be used to
explain, modify, simplify, or aid in the interpretation of the
provisions of this agreement.
SECTION TWENTY-FIVE
NO PRESUMPTION BASED ON DRAFTING
Both parties hereto have participated equally in preparing
this agreement with the help of legal counsel. Therefore, this
agreement is not be construed more strictly against one party
than the other by virtue of drafting.
In witness whereof, each party to this agreement has caused
it to be executed at 0000 X. Xxxxx Xxxxxx, Xxxx, Xxxx on the date
indicated below.
Dated: October 5, 1998.
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
/s/ Xxxx Xxxxxxx
For Venturi Technologies, Inc.
Name: Xxxx Xxxxxxx
Title: President
