EXHIBIT 10.3
MOBILE REACH TECHNOLOGIES, INC.
SPECIAL TERMS AND CONDITIONS
OF
EMPLOYMENT AGREEMENT
This Agreement is made between Mobile Reach Technologies, Inc., a North
Carolina corporation with a principal place of business at 0000 Xxxxxxx Xxxxxxx,
Xxxxx 000, Xxxx, Xxxxx Xxxxxxxx 00000 ("Company"), and Xxxxxxx X. Xxxxxx,
residing at 000 Xxxxx Xxxxx Xxxxx, Xxxx, Xxxxx Xxxxxxxx 00000 ("Employee").
This Agreement is based on the following understandings:
a. Company wishes to employ Employee and Employee desires to be
employed by Company in a position of trust and confidence to aid Company in its
Business; and
b. Prior to commencement of employment of Employee, the parties
discussed and agreed that as a condition of employment, and as part of the
initial financial compensation established for Employee, the parties would enter
into this Agreement to establish their respective rights in and to the use of
certain proprietary and confidential information and intellectual property and
to the work product of Employee, and to enter into an understanding regarding
the use of Company's assets, information and goodwill to compete with Company;
and
c. Prior to commencement of employment of Employee, the parties
further discussed and agreed that entering into this Agreement would be and is a
condition of initial employment and Company would not employ Employee unless
Employee agreed to the terms herein.
Therefore, the Parties to this Agreement, affirming the correctness of
each recital above, contract as follows:
1. Consideration. This Agreement is executed by Employee in
consideration of initial employment of Employee by Company, it being understood
and agreed that the execution of this Agreement by employee was contemplated by
Employee and Company in accepting employment and agreeing to the initial
compensation Company is to pay to Employee. Employee specifically acknowledges
that the terms set forth below are terms agreed upon prior to commencement of
employment even though not reduced to writing until after that time, i.e., this
Agreement is a reduction to writing of terms agreed upon prior to and as a
condition of employment of Employee. Employee further acknowledges that the
consideration is sufficient and adequate consideration for all covenants and
commitments made by Employee to Company in this Agreement.
Special Terms and Conditions of Employment - Page 1
2. Company's Business. It is understood by Employee that
"Company's Business" includes, without limitation, the development, promotion
and sales of integrated information technology solutions, business processes,
software and hardware across wireless network infrastructures and various
wireless and fixed computing devices for distributed mobile application
environments. Any notification of Employee by Company, oral or written, or any
reasonable knowledge on the part of Employee that Company's Business includes
other specific aspects shall expand Employee's obligations under this Agreement
to include these additional aspects of Company's Business.
3. Confidential Information. For the purposes of this Agreement,
"Confidential Information" shall mean each of the following: (a) any information
or material proprietary to Company or designated as confidential either orally
or in writing by Company; and (b) any information not generally known by
non-Company personnel (other than persons subject to confidentiality); and (c)
any information which Employee should know Company would not care to have
revealed to others or used in competition with Company; and (d) any information
which Employee made or makes, conceived or conceives, developed or develops or
obtained or obtains knowledge or access through or as a result of Employee's
relationship with Company (including information received, originated,
discovered or developed in whole or in part by Employee). The Confidential
Information includes but is not limited to the following types of information
and other information of a similar nature (whether or not reduced to writing):
Inventions (as defined below), development procedures, test methodologies,
research results, know-how, specifications, models, software in various stages
of development, technical, user and product documentation under development,
internal documentation, diagrams, data, flowcharts, spreadsheets, marketing and
development plans, customer (licensee) names and other information related to
current and potential customers (including without limitation addresses and
phone numbers and the software licensed by them), price lists, pricing policies,
supplier lists, financial information and employee files. It shall also include,
without limitation, data, notes, records, files, memoranda, reports, designs,
drawings, plans, sketches, documents, equipment, and print-outs, and the like,
in any way or in any medium incorporating or reflecting any of the Confidential
Information, or relating to the Business of Company, or to any customer, vendor,
licensor, licensee or other party transacting business with Company.
Confidential Information also includes any information described above which
Company obtains from another party and which Company treats as proprietary or
designates as Confidential Information, whether or not owned or developed by
Company, including without limitation information of or concerning Company's
customers. The failure of Company to xxxx any of the above-described information
as proprietary, confidential, or secret shall not affect its status as part of
the Confidential Information protected by this Agreement.
For the purposes of this Agreement, "Inventions" shall mean ideas,
designs, creations, concepts, techniques, inventions, improvements, discoveries,
and works of authorship, whether or not patentable or protectable by copyright
or patent, whether or not fixed in a tangible medium of expression and whether
or not reduced to practice, including but not limited to the nature and results
of research and development activities, processes, formulae, algorithms,
devices, designs,
Special Terms and Conditions of Employment - Page 2
processes, computer programs, and methods, together with any improvements
thereon or thereto, derivative works or applications derived therefrom, and
know-how related thereto.
Information publicly known that is generally employed by the software
industry at or after the time Employee first learns of such information, or
generic information or knowledge which Employee would have learned in the course
of similar employment or work elsewhere in the software industry shall not be
deemed part of the Confidential Information.
Employee understands and agrees that, due to the nature of the
Company's Business, maintaining confidentiality of information regarding the
Company's operations, activities and plans is especially important. Employee
acknowledges that Employee has an affirmative obligation to protect the
Company's information. The parties acknowledge and agree that the Company's
Trade Secret and the Company's Confidential Information are valuable assets of
the Company. Solely by virtue of specialized employment with the Company,
Employee has acquired and will continue to acquire knowledge of and gain access
to Trade Secrets and Confidential Information of the Company. In addition to the
Confidential Information defined above, such Trade Secrets and Confidential
Information are defined to include all items, materials, and information
(whether or not reduced to writing and whether or not patentable or
copyrightable) which belong to the Company, relate to the present or future
business of the Company, are kept confidential and secret by the Company, and
are not generally known in the industry in which the Company is engaged.
In addition to the Confidential Information described above, Trade
Secrets and Confidential Information includes, without limitation, customer
lists, applicant data, consultant or contractor data, personnel lists, fee
schedules, training manuals and materials, devices, processes and compilations
of information, records and specifications, computer database, programs and
software, financial data and plans, profit margins and pricing policies and
practices, sales and marketing techniques, history, and data forecasts, and
personnel training techniques and materials.
4. Non-Disclosure of Confidential Information. Employee agrees
that Employee has a fiduciary duty to Company and that Employee shall hold in
confidence and shall not, except in the course of performing Employee's
employment obligations or pursuant to written authorization from Company, at any
time during or for twenty-four (24) months after termination of Employee's
relationship with Company (a) directly or indirectly reveal, report, publish,
disclose or transfer the Confidential Information or any part thereof to any
person or entity; (b) use any of the Confidential Information or any part
thereof for any purpose other than for the benefit of Company; (c) assist any
person or entity other than Company to secure any benefit from the Confidential
Information or any part thereof or (d) solicit (on Employee's behalf or on
behalf of any third party) any employee of Company for the purpose of providing
services or products which Employee is prohibited from providing hereunder.
Employee shall not disclose Trade Secrets during his employment or after
termination of such employment for so long as the Trade Secrets remain secret.
For purposes of this Paragraph 4, Employee shall disclose
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Confidential Information or Trade Secrets in the course of performing Employee's
employment obligations only to the Company's employees who have a need to know
the Confidential Information, and Employee shall use all necessary efforts to
prevent inadvertent disclosure of Confidential Information or Trade Secrets to
any employee of the Company who does not have a need to know the Confidential
Information. Employee will immediately notify the Company in writing in the
event Employee becomes aware of any independent use, publication, or disclosure
of any Company's Trade Secrets or Confidential Information.
No Confidential Information or Trade Secrets, or copies, summaries or
compilations of any kind, will be removed from the Company's premises including
its intranet or any other virtual premises of the Company or the premises of the
Company's customers under any circumstances whatsoever without prior written
consent of the Company. Employee promises to return all Confidential Information
and Trade Secrets, including copies, computer downloads, summaries or
compilations of such information to the Company upon termination of employment
or at any other time at the request of the Company. Employee expressly
recognizes that the taking of the Company's Trade Secrets or Confidential
Information by memory or other intangible means is and shall be no different
from the taking of any such Trade Secrets or Confidential Information in a
tangible form.
5. Ownership. Except as limited by this Section, Employee agrees
that all Confidential Information, and all work product of any type or nature
created (i) by Employee, or (ii) resulting from work performed by Employee for
Company, or (iii) using Company's facilities, or (iv) using Company's equipment,
or (v) using Company's supplies, or (vi) using Company's other property, or
(vii) during business hours, or (viii) related to Company's Business, even if
such work product is not Confidential Information (the Confidential Information
and such work product being defined as "Work Product"), shall belong exclusively
and without any additional compensation to Company. Employee agrees that any
original copyrightable Work Product shall be considered as "works made for
hire," and that Company shall be deemed the author thereof, provided that to the
extent such Work Product is determined not to constitute "works made for hire"
as a matter of law, Employee hereby irrevocably assigns and transfers to Company
all rights in and to such Work Product.
Company's ownership right to such Work Product shall extend regardless
of the hours during which or regardless of the facilities at which the Work
Product is made or regardless of the resources or regardless of the ownership of
resources used in making it; provided however that the assignment of rights
shall not apply to creations developed entirely on Employee's own time without
using in any way any of Company's facilities, any of Company's equipment, any of
Company's supplies or any of Company's other property, Confidential Information
or Work Product; and provided that the creations do not (a) relate to Company's
Business or Company's actual or Company's demonstrably anticipated research or
development, or (b) result from any work performed by Employee for Company. This
Agreement is not intended to, and shall not be interpreted to, assign or vest in
Company rights not assignable pursuant to North Carolina General Statute section
66-57.1.
Special Terms and Conditions of Employment - Page 4
6. Disclosure to Company. Employee agrees that during employment
he/she will promptly inform and disclose to the Company all copyrighted
materials or programs, programs or materials subject to being copyrighted,
inventions, designs, improvements and discoveries which he/she has or may have
during his/her employment which pertain or relate to the business of the Company
or to any research or experimental or developmental work carried on by the
Company, or which results from or is suggested by any work performed by Employee
on behalf of the Company or any of its customers. Such disclosure shall be made
whether or not such programs, materials, inventions, designs, improvements and
discoveries are conceived by the Employee alone or with others and whether or
not conceived during regular working hours. All such copyrighted programs,
materials, inventions, designs, improvements and discoveries shall be the
exclusive property of the Company. At the Company's sole expense and without
further compensation to Employee, the Employee shall assist in obtaining patents
or copyrights on all such inventions, programs, materials, designs, improvements
and discoveries deemed patentable or subject to copyright by the Company and
shall execute all documents and do all things necessary to obtain letters,
patent, or vest the Company with full and exclusive title thereto, and protect
the same against infringement by others. Employee will not be entitled to
additional compensation for any inventions or designs made during the course of
his/her employment.
7. Collaboration. Employee warrants that Employee will disclose
the participation of any other person in any of Employee's work for Company.
Absent such disclosure, Employee warrants that all work performed by Employee
will be Employee's own and that no other person shall have any right, title, or
interest in any work submitted to Company.
8. Assistance After Employment. Employee agrees that if,
subsequent to Employee's employment by Company, his assistance is needed in
regard to securing, defending, or enforcing any patent or copyright of which
Employee is an inventor, co-inventor, author or co-author Employee shall provide
requested assistance and Company shall pay reasonable compensation for his time
at a rate to be agreed upon but not higher than 150% of the last salary rate
paid to Employee by Company during his employment, together with full
reimbursement of reasonable and necessary directly-related expenses.
9. Third-Party Obligations. Employee acknowledges that Company
from time to time may have agreements with other persons or entities or with the
government or other agencies that impose obligations or restrictions on Company
regarding work to be created by Employee during the course of his employment, or
regarding the confidential nature of the work or Confidential Information of the
third party disclosed during or used as part of such work. Employee agrees to be
bound by all such obligations and restrictions and to take all action necessary
to discharge the obligations of Employer thereunder.
10. Non-Competition. Employee will obtain access to Company's
Confidential Information, customers and goodwill, all of which can be used to
provide Employee with an unfair advantage if used to compete against Company.
Employee recognizes that Company has
Special Terms and Conditions of Employment - Page 5
invested and intends to invest substantial amounts of money and other resources
to place Company in a position as a member of a premiere organization in the
areas of Company's Business, that Employee by reason of Employee's affiliation
with Company will acquire a high stature and goodwill in the industry related to
Company's Business, and that it would be unfair for Employee to trade on this
stature and goodwill to the competitive disadvantage of Company. Employee
further acknowledges that the nature of Company's Business results in activities
and customers located throughout the United States and in several countries in
the world. Company's Business could be performed and its goodwill used in any
location in the world; the fact that a customer or employee is not currently
located in that city or state does not mean that the undertaking of activities
by Employee in the city or state in competition with Company's Business would
have a different impact than undertaking of the activity in a city or state
where customers or employees are located. The Parties also recognize that it is
the intent of Company, to the fullest extent permitted by law, to protect the
unique aspects of Company's Business and to prevent specialized knowledge,
skills and relationships acquired by Employee during the course of Employee's
employment with Company from being used in a manner that interferes with
Company's goodwill or customer relations or gives an unfair advantage to the
former Employee and/or Employee's new employer, or places Employee or the new
employer in an unfair competitive position. Employee recognizes that in order to
protect the legitimate business interests of Company and the investments of its
Shareholders, it is reasonable and necessary for Employee to restrict certain of
Employee's actions during Employee's employment and for the period of time after
the date of Employee's termination of employment as specified below. Therefore
Employee agrees as follows:
(a) The term of these restrictions is: (i) the first six months
after termination of employment; and (ii) the seventh through the twelfth month
after termination of employment; and (iii) the thirteenth through eighteen month
after termination of employment;
(b) The geographic scope of the restriction set forth in this
Paragraph 10 is (i) a fifty mile radius of the corporate headquarters of
Company; and (ii) a twenty mile radius of all cities where Company is currently
doing business at the time of termination of employment; and (iii) a twenty mile
radius of all cities where Company has contracted to do business; and (iv) a
twenty mile radius of all cities where Company has contracts under negotiations;
and (v) the United States; and (vi) the World.
(c) Employee (i) will not accept employment with a business which
competes with Company's Business if such employment will require Employee to
engage in actions similar to those actions undertaken by Employee in the course
and scope of Employee's employment with Company, and if such actions would draw
upon specialized training received at Company, utilize specialized skills
developed at Company, draw upon Company's goodwill, draw upon industry or
potential or current customer contacts developed at Company, or utilize
procedures developed by Company; and (ii) will not accept employment with a
business which competes with Company's Business if such employment will require
Employee to engage in actions similar to those actions undertaken by Employee in
the course and scope of Employee's employment with
Special Terms and Conditions of Employment - Page 6
Company; and (iii) not engage in, or take action for the purpose of enabling
Employee to engage in, either as an individual, employee, consultant,
independent contractor, advisor, or otherwise, or be interested in (as present
or prospective owner, partner, investor, shareholder (except in a publicly
traded company), advisor, or otherwise), a business which engages in or competes
with Company's Business, except that Employee may be employed by such a
competing business provided that Employee does not work in the section or
division of the competing business which competes with Company's Business and
that such employment shall not require a breach of the Nondisclosure
requirements of Paragraph 4.
(d) Employee will not, either directly or indirectly, individually
or through any other entity or otherwise: (i) employ or seek to employ, in any
business competitive with Company's Business, any person who is currently an
employee of Company or an independent contractor engaged in the provision of
services for Company, or who becomes an employee or independent contractor
during Employee's employment with Company; and (ii) will not knowingly take any
action detrimental to the relationship between Company and its present and
future employees or independent contractors.
(e) Employee will not, either directly or indirectly, solicit,
influence, or attempt to influence any customer of Company, or any business
which has been a customer of Company (i) within the last six months prior to
Employee's termination, and (ii) within the seventh through twelfth month prior
to Employee's termination with regard to the customer's purchase of services
from Company, or take any action detrimental to the existing or prospective
(under negotiation) relationships between Company and any customer.
(f) Employee will not, either directly or indirectly, solicit,
influence, or attempt to influence any provider of services or sites to Company,
including without limitation test sites, or any person or entity which has been
a provider of services to Company (i) within the last six months prior to
Employee's termination, and (ii) within the seventh through twelfth month prior
to Employee's termination, with regard to the provision of services to Company,
or take any action detrimental to the existing or prospective (under
negotiation) relationships between Company and any provider of services.
The provisions and clauses of this Paragraph 10 are separate and
independent covenants, and the invalidity or unenforceability of one or more of
the provisions or clauses hereof shall not affect the validity or enforceability
of the remaining provisions or clauses.
The term of this non-competition covenant shall be tolled during any
period of actual competition by the Employee and/or any period of litigation
required to enforce the Employee's obligations under this Agreement.
11. Change of Noncompetition Restrictions. The parties recognize
that the law relating to noncompetition has been and is evolving, and what may
be permitted as restrictions change with decisions of the courts and new
statutes. Therefore, the Parties agree that to the
Special Terms and Conditions of Employment - Page 7
extent the law changes Company may, without the prior consent of Employee or any
further compensation to Employee, amend any provision or clause of Paragraph 10
to meet the requirements of the change; provided, however, that no such
amendment shall impose any greater restrictions on Employee than those in the
above Paragraph 10.
12. Warranty by Employee. Employee represents and warrants that
his performance of all terms under this Agreement does not result in a breach of
any duty owed by Employee to another, under contract or otherwise, or violate
any confidence of another. Employee agrees not to disclose to Company or induce
Company to use any confidential or proprietary information belonging to any of
the Employee's previous employers or others. Employee warrants that Employee has
executed no prior noncompetition, nondisclosure or confidentiality agreements
that would in any way interfere with his work for or employment by Company.
Employee represents and warrants that Exhibit A attached hereto, entitled "List
of Work Product," is a true and complete list of all creations, if any, whether
or not patented or copyrighted and whether or not reduced to practice, made by
Employee prior to his employment with Company, and which therefore are not
subject to the provisions of Paragraph 5; provided, however, that any
improvements, whether or not patentable or reduced to practice, made to or on,
or any derivative work made from, any of the listed confidential and propriety
information after Employee's commencement of employment by Company are subject
to the terms of Paragraph 5.
Employee agrees to notify Company in writing before Employee makes any
disclosure to or performs any work on behalf of Company which appears to
threaten or conflict with any proprietary right Employee claims in any Work
Product and in the event of Employee's failure to give such notice, Employee
shall make no claim against Company with respect to any such Work Product.
13. Exit Interview. Employee agrees that upon termination of
Employee's employment for any reason, Employee shall participate in an exit
interview with Company personnel. At or prior to the time of this interview
Employee shall deliver to Company all notes, data, reference materials,
sketches, drawings, memoranda, correspondence, manuals, letters, notebooks,
reports, programs, proposals, or any other documents, whether in written,
electronic or other media, concerning Company's Business or incorporating or
reflecting any of the Confidential Information. Employee agrees that, upon
request, Employee will execute a sworn statement that Employee has complied with
the terms of this Paragraph, and that should Employee fail to execute such a
statement, Company may withhold any and all amounts due to Employee for any
reason, except minimum compensation required by law.
14. Extraordinary Relief. Nothing in this Agreement shall be
construed as prohibiting Company from pursuing all remedies available to Company
for breach of this Agreement by Employee. Employee recognizes and agrees that
because of the unique nature of the Confidential Information his breach of this
Agreement will irreparably injure Company, for which Company could not
adequately be compensated by remedies at law. Should Employee at any time reveal
or use for the benefit of other than Company or threaten to so reveal or use any
Special Terms and Conditions of Employment - Page 8
Confidential Information, or during any restricted period violate or threaten to
violate any of the restrictions in Paragraph 10, Company shall be entitled to an
injunction restraining Employee from doing or continuing to do or performing any
such acts, and Employee hereby consents to the issuance of such injunction
against Employee. Employee further agrees to waive any bond requirement that may
arise if Company is forced to seek injunctive relief to enforce the terms of
this Agreement.
15. Accounting for Profits Indemnification. Employee covenants and
agrees that, if Employee shall violate any of Employee's covenants or agreements
under this Agreement, Company shall be entitled to an accounting and repayment
of all profits, compensation, royalties, commissions, remunerations or benefits
which Employee directly or indirectly shall have realized or may realize
relating to, growing out of or in connection with any such violation; such
remedy shall be in addition to and not in limitation of any injunctive relief or
other rights or remedies to which Company is or may be entitled at law or in
equity or otherwise under this Agreement. Employee hereby agrees to defend,
indemnify and hold harmless Company against and in respect of: (i) any and all
losses and damages resulting from, relating or incident to, or arising out of
any misrepresentation or breach by Employee of any warranty, covenant or
agreement made or contained in this Agreement; and (ii) any and all actions,
suits, proceedings, claims, demands, judgments, payments, costs and expenses
(including reasonable attorneys' fees) incident to the foregoing.
16. Successor Employers. Employee hereby authorizes Company to
provide a copy of this Agreement, including any Exhibits, to any and all future
Employers, and to notify any and all future Employers that Company intends to
exercise its legal rights arising out of or in conjunction with the Agreement
and/or any breach or any inducement of breach of it.
17. Reasonableness and Enforceability. EMPLOYEE HAS READ AND
CAREFULLY CONSIDERED THE TERMS OF THIS AGREEMENT, HAS HAD THE OPPORTUNITY TO
CONTACT EMPLOYEE'S OWN LEGAL COUNSEL TO ADVISE EMPLOYEE REGARDING THE TERMS OF
THIS AGREEMENT, AND EMPLOYEE NOW AGREES THAT THE TERMS OF THIS AGREEMENT ARE
FAIR AND REASONABLE AND ARE REASONABLY REQUIRED FOR THE PROTECTION OF THE
INTEREST OF COMPANY AND ITS SHAREHOLDERS. EMPLOYEE FURTHER AGREES THAT THE
RESTRICTIONS AND COVENANTS OF THIS AGREEMENT WILL NOT IMPAIR THE ABILITY OF
EMPLOYEE TO SECURE EMPLOYMENT SO AS TO BE ABLE TO MAKE A REASONABLE LIVING. The
provisions of this Agreement shall be enforceable notwithstanding the existence
of any claim or cause of action of Employee against Company whether predicated
on this Agreement or otherwise. Failure of Company to enforce at any time or for
any period of time any of the conditions or covenants of this Agreement shall
not be construed as a waiver of such provisions or of the right of Company to
enforce subsequent breaches of the same or other conditions and covenants,
unless such permanent waiver is provided to Employee in writing and signed by
the President of Company.
Special Terms and Conditions of Employment - Page 9
18. Reformation/Severability of Agreement. If any provision of
this Agreement shall for any reason be adjudged by any court of competent
jurisdiction to be illegal, invalid or otherwise unenforceable, such judgment
shall not affect, impair or invalidate the remainder of this Agreement but shall
be confined in its operation to the provision of this Agreement directly
involved in the controversy in which such judgment shall have been rendered. The
invalid or unenforceable provision shall be reformed so that each party shall
have the obligation to perform reasonably alternatively to give the other party
the benefit of its bargain. In the event the invalid or unenforceable provision
cannot be reformed, the other provisions or applications of this Agreement shall
be given full effect, and the invalid or unenforceable provision shall be deemed
struck.
19. Successor and Assigns. This Agreement shall inure to the
benefit of and be binding upon Company, its successors and assigns, including
without limitation any entity which may acquire all or substantially all of
Company's assets and business or into which Company may be consolidated or
merged, and the Employee, his/her heirs, executors, administrators and legal
representatives. Employee may not assign any of his obligations under this
Agreement.
20. Governing Law and Venue. This Agreement shall be governed by
and construed in accordance with the laws of North Carolina applicable to
contracts between residents of North Carolina, which are wholly executed and
performed in North Carolina and no conflict of law provisions shall be invoked
to permit the laws of any other state or jurisdiction to apply. Any lawsuit
brought under the terms of this Agreement shall have exclusive venue in the
state and federal courts of Wake County, North Carolina; provided, however, that
with respect to any proceeding for injunctive relief Xxx may, at its option,
bring the proceeding before a court where Employee resides at the time of such
proceeding.
21. Merger. This Agreement constitutes the entire Agreement
between the Parties with respect to the subject matter hereof; and supersedes
and replaces any oral or written communications and any undertakings otherwise
made between the Parties relating to the subject matter. Except as specified in
Paragraph 11, no changes, modifications, or amendments of any terms and
conditions of this Agreement are valid or binding unless agreed to in a writing
signed by Employee and the President of Company.
This Agreement is effective as of December 23, 2002 and is executed in
duplicate originals.
/S/ Xxxxxxx X. Xxxxxx MOBILE REACH TECHNOLOGIES, INC.
---------------------
Employee
/S/ Xxxx X. Xxxxxxx /S/ Xxxx X. Xxxxx
------------------- -----------------------------------------
Witness Xxxx X. Xxxxx, Vice President, Secretary
Special Terms and Conditions of Employment - Page 10
EXHIBIT A
LIST OF WORK PRODUCT
NOT SUBJECT TO OWNERSHIP BY MOBILE REACH TECHNOLOGIES, INC.
The following is a complete list of all Work Products relevant to the
subject matter of my employment by Mobile Reach Technologies, Inc. that has been
made or conceived or first reduced to practice by me alone or jointly with
others prior to my employment by Mobile Reach Technologies, Inc. that I desire
to remove from the operation of the Mobile Reach Technologies, Inc. Employment
Agreement, to which this is attached as Exhibit A.
_________ No inventions or improvements.
_________ Any and all such inventions as are described below:
_________ Additional sheets attached.
/S/ Xxxxxxx X. Xxxxxx
---------------------
Employee
Special Terms and Conditions of Employment - Page 11
