Employment Agreement
EXHIBIT 10.4
EMPLOYMENT AGREEMENT
THIS AGREEMENT made this 4th day of June, 2001
BETWEEN
Blade Internet Ventures Inc. (Xxxxx.xxx)
& Sporg Internet Corporation
Suite 120 - 1050 Xxxx Xxxxxx
Xxxxxxxxx, XX
XXXXXX, X0X 0X0
(hereinafter referred to as the "COMPANY")
OF THE FIRST PART
AND
Name: Xxxxx Xxxxxx
Address: 0000 Xxxx 0xx
Xxxxxxxxx, X.X.,
X0X 0X0
Telephone: 000-0000
SIN #: 000 000 000
(hereinafter referred to as the "EMPLOYEE")
OF THE SECOND
PART
WHEREAS the Company desires to employ the Employee and the
Employee desires to be employed by the Company as Project
Manager.
AND WHEREAS the parties hereto are desirous of entering into
a formal employment contract pursuant to the terms as
hereinafter contained in the herein Agreement.
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Employment Agreement
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the premises and in consideration of the covenants and
agreements hereinafter contained, the parties hereto mutually
covenant and agree as follows:
ARTICLE 1 - JOB DEFINITION
The Employee shall serve the Company as Project Manager, or
in such other substantially equivalent capacity as may be
assigned, or such other location as may hereafter be
designated by the parties, and carry out all duties of
Project Manager, or such other capacity as may be assigned,
and to perform such duties and exercise such other powers as
may from time to time be determined by the management of the
Company ("the Job").
ARTICLE 2 - COMMENCEMENT-DATE & PROBATIONARY-PERIOD
The employment of the Employee hereunder shall commence on
the 4th day of June, 2001, and continue until terminated as
hereunder provided; PROVIDED HOWEVER, and notwithstanding the
generality of the foregoing, the first three ( 3 ) months
shall be considered a probationary period (the "Probationary
Period") to enable the Employer to asses the suitability of
the Employee.
ARTICLE 3 - REMUNERATION & BENEFITS
The Employee's remuneration and benefits shall be as follows,
namely:
Salary - $7000.00 dollars per month.
The Employee understands and agrees that this salary
is "global", the attendance time is not recorded and
there will be no payments on behalf overtime (even
if the Employee, as a result of his sense of
responsibility, decides to work overtime hours).
The Company's management may decide, from time to
time, at its sole discretion, to grant the Employee
bonuses and/or salary increases, or other kinds of
compensation, accordingly.
3.1 Vacation - TWO WEEKS PER YEAR.
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ARTICLE 4 - DEVOTION & CAPACITY
The Employee shall devote time and personal attention as
shall be required to discharge the aforesaid duties and such
duties as may reasonably be assigned to him/her by the
management of the Company in his/her capacity as Project
Manager, or in such other capacity as may be assigned, and
will faithfully and diligently serve and endeavour to further
the interest of the Company, and agrees to accept the
appointment as herein provided.
ARTICLE 5 - FAITHFULNESS
The Employee shall well and faithfully serve the Company
during the continuance of his/her employment hereunder and
use best efforts to promote the interests of the Company.
ARTICLE 6 - CODE OF ETHICS
The Employee obligates to act according to, and comply with,
the enclosed "CODE OF ETHICS".
ARTICLE 7 - COMPANY POLICIES
The Employee will be expected to abide by Company rules and
policies. A copy of the Employee Handbook is included and the
Employee is expected to read the handbook and acknowledge
understanding in writing.
ARTICLE 8 - INTELLECTUAL-PROPERTY & PROPERTY-RIGHTS
Any and all discoveries, opportunities, inventions or
improvements relating to the Employee's job, that the
Employee may discover, conceive or make during his Employment
with the Company, shall be the property of the Company. At
the Company's request, the Employee shall execute any and all
documents that the Company may deem necessary to assign to
the Company, the right, title and interest in improvements,
and to make and preserve Patent applications for the same.
ARTICLE 9 - NON DISCLOSURE & CONFIDENTIALITY
8.1 The Employee acknowledges that in the course of
carrying out, performing and fulfilling his/her
duties hereunder, he/she will have
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access to and will be entrusted with detailed
confidential information and trade secrets including
- without limitation - all documents, data, computer
programs, client records, proposals, accounting
information, marketing or competitive analysis,
business ideas, methods of operation, source of
supply, organizational details, personnel
information, business and trade secrets, formulas,
patterns, patents, devices, plans, processes,
customer lists, customer-related information
(techniques and modes of operations evolved and used
or to be evolved and used by the Company's
customers, their names, addresses, tastes and
preferences) or other information related to the
Company's business (the "Confidential Information").
8.2 The employee confirms that the Confidential
Information is the property of the Company or its
Customers. Accordingly, the Employee shall not make
copies of the Information, except in the performance
of the Job and shall return any copies that are made
to the Company by the termination of his/her
employment, or earlier if requested by the Company.
8.3 The Employee shall keep confidential, Confidential
Information which he/she receives, either directly
or indirectly, either in writing or verbally, during
his/her employment period, and shall not disclose it
to third parties without the prior written consent
of the Company. This obligation of confidence does
not apply to information which is in the public
domain, becomes part of the public domain, or is in
the Employee's lawful possession at the time of
receipt thereof as aforesaid.
8.4 The disclosure of any of which detailed Confidential
Information and trade secrets to the competitors of
the Company or to the general public would be highly
detrimental to the best interests of the Company.
8.5 The Employee further acknowledges and agrees that
the right to maintain confidential such detailed
Confidential Information and trade secrets
constitutes a proprietary right which the Company is
entitled to protect.
8.6 Accordingly, the Employee covenants and agrees with
the Company that he/she will not (either during the
continuance of his/her
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employment by the Company or at any time thereafter)
disclose any such Confidential Information and trade
secrets to any person nor shall he/she use the same
for any purpose other than those of the Company.
8.7 The Employee agrees that all restrictions in the
paragraph are reasonable and valid and all defense
to the strict enforcement thereof by the Company are
hereby waived by the Employee.
8.8 The Employee agrees that if the Employee violates
any of the terms of this Agreement, the Company
shall be entitled, either on its own initiative or
with such other parties as it may decide, to all
appropriate remedies including, without limitation,
an interim, interlocutory or permanent injunction to
be issued by any competent court enjoining and
restraining the Employee from such wrongful acts.
8.9 The Article, Article 8 shall survive the expiration
or termination of this Employment Agreement.
ARTICLE 10 - COMPETITION
9.1 The Employee hereby covenants and agrees that, for a
period of ONE (1) YEAR after the termination of
his/her employment at the Company (whether the
termination was by his/her initiation or by the
Company's initiation), he/she will not work, or
offer consulting services, directly or indirectly,
for a entity that deals with one of the following
subjects:
9.1.1 On-Line registration
9.1.2 Event management
9.2 The Employee hereby covenants and agrees that he/she
will not, during his/her employment by the Company,
directly or indirectly, by way of investment or
otherwise, participate in any corporation or firm
which carries on business in competition with the
business or any portion of a business now or
hereafter carried on by the Company. Nor will the
Employee engage in any other activities that
conflict with the Employee's obligations to the
Company.
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9.3 The employee declares that the Employee's
relationship to the Company is that of a fiduciary
and the Employee agrees to act toward the Company
and otherwise behave as a fiduciary of the Company.
ARTICLE 11 - TERMINATION
10.1 The employment of the Employee hereunder may be
terminated in the following manner in the following
circumstances.
10.1.1 At any time by notice in writing from the
Company to the Employee for just cause.
10.1.2 The Employee understands and agrees that
the Employee's employment hereunder may be
terminated ANY TIME, WITHOUT CAUSE, BY
EITHER of the parties hereto giving to the
other written notice of termination (except
in Probationary Period, which is verbal
notice) as follows:
During the Probationary Period, 1 day
(verbal) notice; After 3 months'
consecutive employment,1 week notice; After
1 year, 2 weeks' notice; After 3 years, 3
weeks' notice, plus 1 week's notice for
each additional year of employment to a
maximum of 8 years (8 weeks notice).
10.2 PROVIDED HOWEVER that the Company shall have the
option of paying to the Employee in lieu of notice
as aforesaid any salary, bonus or benefit due to
him/her to date of termination together with a sum
equivalent to salary otherwise payable for the
period of notice, and in that event the Employee's
employment hereunder shall be deemed to have been
terminated forthwith.
10.3 Any assets of the Company (the "Assets"), including
- without limitation - hardware, software, keys,
security cards, backup tapes - that were provided to
the Employee either for the purpose of performing
the Job or for other reasons - belongs to the
Company and the Employee will return them to the
Company, in the same condition as he/she got them
from the Company. These
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Assets will be returned to the Company at the
expiration or termination of this Agreement, or, at
any other time when the Employee will be asked to
return it.
10.4 The Employee understands that the email address and
email account given by the Company is to be used for
work related correspondences. Once not employed by
the Company, Employee's email box at the Company and
all the emails directed to that email will be
property of the Company. The Company is not
obligated to forward any of the emails to the
Employee.
10.5 Articles 7, 8 and 9 will be effective Retroactively
starting form the first day of any engagement or
acquaintance between the Company and the Employee.
ARTICLE 12 - CONTINUATION & LACK-OF-CLAIMS
Upon any valid notice being given pursuant to CLAUSE 10.1.1
above, or upon expiration of the applicable period referred
to in CLAUSE 10.1.2, as the case may be, this Agreement and
the employment of the Employee hereunder shall be wholly
determined except ARTICLE 8 and ARTICLE 9 shall continue in
full force and effect. Upon any such termination, the
Employee shall have no claim against the Company for damages
or otherwise except in respect to payment remuneration as
provided in CLAUSE 3.1 and 3.2 to the effective date of
termination.
ARTICLE 13 - NOTICES
Any notice in writing required or permitted to be given to
the Employee hereunder shall be sufficiently given if
delivered to the Employee personally or mailed by registered
mail, postage prepaid, addresses to the Employee at his/her
last residential address known to the Secretary of the
Company.
Any such notice mailed as aforesaid shall be deemed to have
been received by the Employee on the first business day
following the date of mailing. Any notice in writing required
or permitted to be given to the Company hereunder shall be
given by registered mail, postage prepaid, addressed to the
Company's address.
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Any such notice mailed as aforesaid shall be deemed to have
been received by the Company on the first business day
following the date of mailing. Any such address for the
giving of notices hereunder may be changed by notice in
writing given hereunder.
ARTICLE 14 - REPRESENTATION
The provisions of this Agreement shall inure to the benefit
of and be binding upon the legal personal representatives of
the Employee and the successors and assigns of the Company
respectively.
IN WITNESS WHEREOF this Agreement has been executed as of the
day and year first above written.
SIGNED, SEALED AND DELIVERED
THE COMPANY THE EMPLOYEE
Name Name
------------------------ ------------------------
Title
------------------------
Signature Signature
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Employee Company Page Number 8 of 10
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CODE OF ETHICS
A company's strength is dependant upon its values and the
employees' commitment to them. Sporg's Code of Ethics is
based upon one of our key values - Integrity.
It is essential to the continued success of the Company that
all transactions are conducted with integrity, that is, in an
ethical and honest matter. The way in which we, both as a
company and as individuals, interact with our clients,
vendors, government agencies and each other has a major
effect upon image and reputation.
It is essential that we do not impair our ability to behave
honestly and impartially by placing ourselves under an
obligation to others, by accepting favours or gifts, or by
placing ourselves in a conflict of interest situation by
accepting outside appointments or part-time employment.
We must ensure that we conduct our business in a legal and
ethical manner, complying with all relevant legislation,
maintaining proper books and records and handling all funds
and assets honestly.
Care should be taken in dealing with confidential and
proprietary information, both ours and our customer's. It
should not be disclosed to outside parties, nor should it be
used to derive personal benefit.
It is our policy to deal honestly and fairly with employees,
customers, suppliers and all other agencies and it is
expected that all employees will demonstrate their active
support in this matter.
If there is any doubt or difficulty in determining if a
course of action or situation is in conflict with the
interests of the Company, employees are requested to contact
their manager, who is responsible for ensuring appropriate
and timely clarification.
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Only through our combined and ethical action will the
Company's reputation be maintained and our success continued.
Employee Company Page Number 10 of 10
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