1
EXHIBIT 6.7
6.7 EMPLOYMENT CONTRACT X. XXXXXX
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made effective on August 9, 1999 between HYPERBARIC
SYSTEMS, whose address is 0000 Xxxxxx Xxxxxx, Xxxx Xxxx, XX 00000, incorporated
under the laws of the State of California, hereinafter called "EMPLOYER", or
"COMPANY" and Xxxxx Xxxxxx, whose address is 0000 Xxxxxx Xxxxxx #X, Xxxxx Xxxx,
XX 00000, hereinafter called "EMPLOYEE".
WITNESSETH:
1. PURPOSE OF AGREEMENT. HYPERBARIC SYSTEMS is a duly
established California corporation engaged in the business of designing,
manufacturing and marketing products for the medical, food and semiconductor
industries, and EMPLOYEE represents that he has experience in the area of
business development and fund raising for high technology companies. This
agreement between EMPLOYER and EMPLOYEE is entered into for the purpose of
defining the relationship, responsibilities, and agreement between EMPLOYER and
EMPLOYEE.
2. EMPLOYMENT: EMPLOYER hereby employs XXXXX XXXXXX as the
Company's Vice President of Business Development.
3. EMPLOYEE DUTIES AND RESPONSIBILITIES. EMPLOYEE shall be
employed as Vice :President of Business Development with the following duties
and responsibilities:
a. Define and recommend to the President a strategic
plan for raising funds to meet the COMPANY'S cash
requirements.
2
b. Coordinate and participate in raising funds through
accredited investors as defined in the PPM to be issued.
c. Make recommendations to the President regarding best
ways to raise funds.
d. Meet the COMPANY'S goal to raise $10 million in
equity.
e. Perform tasks and become involved in projects as
directed by the President.
4. EMPLOYEE'S PERFORMANCE. EMPLOYEE shall work as agreed
upon by the parties. Employee agrees to devote his best efforts to the
Corporation's business and devote his efforts to the Corporation for the
performance of his duties as Vice President of Business Development, and perform
other duties and responsibilities as directed by the President.
5. TERM. The term of this Agreement shall be effective for
a minimum period of 90 days from the date of this Agreement and continue until
thirty days' written notice of termination by either party.
6. COMPENSATION. For the services rendered by EMPLOYEE
hereunder, EMPLOYEE shall be compensated by EMPLOYER as follows, but may be
adjusted as agreed to by the parties.
a. Salary Payments - $1,800 per week.
b. Commission Payments - In addition to salary
payments indicated in 6.a. above, EMPLOYER shall make commission
compensation to EMPLOYEE based on fund raising performance of EMPLOYEE,
relative to the Private Placement Memorandum. EMPLOYER shall maintain
records in sufficient detail for purposes of determining the amount of
commission due, and shall provide EMPLOYEE with a
3
written accounting that sets for the manner in which the commission
compensation was calculated. Further, EMPLOYEE or his representative
shall have the right to inspect the COMPANY'S records for the limited
purpose of verifying the calculation of the commission compensation,
subject to such restrictions as COMPANY may reasonably impose to protect
the confidentiality of the records. Such inspections shall be made
during reasonable business hours as may be set by COMPANY.
c. Expense Reimbursement - COMPANY shall reimburse
EMPLOYEE for out of pocket expenses that are approved in advance by the
COMPANY.
7. VACATION, HOLIDAYS AND ABSENCE. EMPLOYEE shall be
entitled to annual paid vacations of ten days per year plus such holidays as
adopted by the Company as paid holidays.
8. TERMINATION UPON BREACH. This Agreement shall be
terminated upon material breach of any of the provisions herein, or breach of
the material provisions of any and all supplemental agreements which the
EMPLOYEE and EMPLOYER may mutually execute.
9. CONFIDENTIALITY AGREEMENT. EMPLOYEE agrees that all
information made available to EMPLOYEE regarding the products, clients and
software systems of EMPLOYER are confidential and require a high degree of
confidentiality so as not to violate the rights of others and to prevent the use
thereof for purposes detrimental to the interests of EMPLOYER and its clients.
Such information in any form shall be hereinafter referred to as "INFORMATION."
For purposes of this Agreement:
a. CONFIDENTIAL INFORMATION means INFORMATION
disclosed to or acquired by EMPLOYEE while employed by EMPLOYER, and includes
but is not limited to, INVENTIONS, Patent Applications, TRADE SECRETS, any other
information of
4
value relating to the business and/or field of interest of EMPLOYER including
information with respect to which EMPLOYER is under an obligation of
confidentiality with any third party. CONFIDENTIAL INFORMATION does not include
information that is generally known in the relevant trade or industry or any
information known to and freely usable by EMPLOYEE before EMPLOYEE's association
with EMPLOYER, provided, however, information for purposes of this Agreement
shall be considered CONFIDENTIAL INFORMATION if not known by the trade
generally, even though such information has been disclosed to one or more third
parties pursuant to distribution agreements, joint research agreements, or other
agreements entered into by EMPLOYER;
b. TRADE SECRET(S) means all information, know-how,
concepts, data, knowledge, ideas and materials however embodied, relating to the
business of EMPLOYER?s customers which have not been released publicly by an
authorized representative of EMPLOYER or have not otherwise lawfully entered the
public domain. TRADE SECRETS shall include but are not limited to information,
know-how, concepts, data, knowledge, computer programs, ideas and materials
relating to EMPLOYER's existing and future products, processes, research and
development, technology, production costs, contract forms, drawings, designs,
plans, proposals, marketing and sales plans and strategies, cost or pricing
information, financial information, promotional methods, volume of sales, names
or classes of customers and vendors, management procedures, organization charts,
and employee directories.
10. PROPRIETARY INFORMATION OF OTHERS. EMPLOYEE shall not
use or disclose to EMPLOYER, or induce EMPLOYER to use, any information,
know-how, concepts, data, knowledge, computer programs, ideas or materials,
however embodied, with respect to which EMPLOYEE is under an obligation of
confidentiality to any third party
5
imposed, by law or agreement prior to the date hereof. EMPLOYER represents and
covenants that it will not require EMPLOYEE to violate any obligation to, or
confidence with, another.
11. SECRECY AGREEMENT. EMPLOYEE acknowledges that he
understands the requirement for CONFIDENTIAL INFORMATION to be kept secret and
used only as authorized herein. EMPLOYEE shall at all times during the period of
his association with EMPLOYER under this agreement and thereafter keep in
confidence and trust all CONFIDENTIAL INFORMATION. EMPLOYEE shall use
CONFIDENTIAL INFORMATION only in the course of performing duties as Director of
Product Marketing for the Company and other duties as assigned by the Company
President, and not for unrelated personal gain. EMPLOYEE shall not, directly or
indirectly, disclose any CONFIDENTIAL INFORMATION to any person, organization or
entity, except in the course of performing duties as a EMPLOYEE of EMPLOYER and
only in the manner prescribed by EMPLOYER. Employee shall abide by those
EMPLOYER policies and regulations established from time to time for the
protection of CONFIDENTIAL INFORMATION. During EMPLOYEE's association with
EMPLOYER under this Agreement, and after termination thereof, EMPLOYEE shall not
directly, or indirectly, either as an employee, employer, agent, principal,
partner, stockholder, corporate officer, director, or in any other individual or
representative capacity, engage or participate in any activity of any nature
whatsoever, the performance of which would have a reasonable likelihood of
placing EMPLOYEE in conflict with the obligations of confidence and trust
regarding CONFIDENTIAL INFORMATION imposed herein.
12. RETURN OF DOCUMENTS AND MATERIALS. EMPLOYEE agrees that
all documents, reports, drawings, materials, designs, plans, computer programs,
proposals, marketing and sales plans, reproductions, and other documents or
things made by EMPLOYEE
6
or that come into EMPLOYEE's possession in the course of employment with
EMPLOYER are the property of EMPLOYER and will not be used by EMPLOYEE for any
purpose other than the business of EMPLOYER. EMPLOYEE will not deliver,
reproduce or in any way allow such documents or things to be delivered or be
used by any third parties without specific direction or consent of EMPLOYER.
Upon termination of this Agreement , EMPLOYEE will promptly deliver to EMPLOYER
the above documents and materials together with any copies thereof.
13. NO DISCLOSURE. EMPLOYEE agrees not to divulge, disclose,
convey or make known to others or any other entity, any such information without
the express written consent of the President of HyperBaric Systems first
obtained. EMPLOYEE further agrees to take all necessary steps to safeguard such
information to prevent the unauthorized disclosure thereof.
14. INJUNCTION. Recognizing that irreparable damage will
result to the business of EMPLOYER in the event of the breach of any of these
covenants and assurances by EMPLOYEE, the parties hereto agree that if EMPLOYEE
shall violate the terms of this Agreement, EMPLOYER shall be entitled to an
injunction to be issued by any court of competent jurisdiction enjoining and
restraining EMPLOYEE and each and every person, firm, association, partnership,
company, or corporation concerned therewith, from the continuance of such
violation of the terms of this Agreement, and in addition thereto, EMPLOYEE
shall pay to EMPLOYER all damages, including reasonable attorneys' fees
sustained by EMPLOYER by reason of the violation of this Agreement.
15. NO ASSIGNMENT. Neither the EMPLOYEE nor EMPLOYER may
transfer or assign this Agreement, or any right or obligation hereunder, without
the prior written consent of the other party. No right or obligation under this
Agreement may be waived,
7
modified, or in any respect altered except by written agreement of the parties
executed in writing by both parties.
16. SUCCESSORS AND ASSIGNS. This agreement shall be binding
on the heirs, executors, successors and assigns of the parties.
17. ATTORNEYS FEES. If any action is brought to enforce any
obligation created under this Agreement, the Court shall award to the prevailing
party, such reasonable fees, costs, and expenses as may have been incurred by
such party in enforcing its rights under this Agreement, including without
limitation, the fees, costs, and expenses of its attorney for services both
before or after litigation is instituted.
18. ENTIRE AGREEMENT. This Agreement may not be changed
except in writing signed by the President of the Company and the EMPLOYEE. The
validity, performance, construction, and effect of this Agreement shall be
governed by the laws of the State of California
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
"EMPLOYER" "EMPLOYEE"
HYPERBARIC SYSTEMS. XXXXX XXXXXX
0000 Xxxxxx Xxxxxx 0000 Xxxxxx Xxxxxx #X
Xxxx Xxxx, Xxxxxxxxxx 00000 Xxxxx Xxxx, XX 00000
By:
-----------------------------------
-----------------------------------
XXXXX XXXXXX, PRESIDENT XXXXX XXXXXX
