EXHIBIT 10.8
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
the City of Montreal, Quebec, Canada, on the 31st day of January 2005.
BY AND AMONG: TECKN-O-LASER COMPANY, a Nova Scotia corporation with an
office at 0000-X Xxxxx Xxxxxx, Xxxxxx-Xxxxx, Xxxxxxxx xx
Xxxxxx, X0X 0X0, herein represented by Xxxxxxx Xxxxx an
officer of the corporation duly authorized for the purposes
hereof;
(hereinafter the "Company")
AND: XXXX XXXXXXXX, businessman, residing and domiciled at 000, Xxx
Xxxx Xxxxxx, Xxxxx-Xxxxx de Montarville, Province of Quebec,
J3V 5G5;
(hereinafter the "Executive")
AND: ADSERO CORPORATION, a Delaware corporation with its principal
executive offices at 0000 Xxxxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxxxxxxxx, Xxxxxxx, Xxxxxx, X0X 0X0, herein represented by
Xxxxxxx Xxxxx an officer of the corporation duly authorized
for the purposes hereof;
(hereinafter "Adsero")
W I T N E S S E T H :
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WHEREAS, the Company wishes to retain the services of Executive to
serve as its President and Chief Executive Officer and in such other capacities
as the Company and Executive shall mutually agree in accordance with the
following terms, conditions and provisions; and
WHEREAS, Executive wishes to perform such services for and on behalf of
the Company, in accordance with the terms, conditions and provisions of this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
herein contained the parties hereto intending to be legally bound hereby agree
as follows:
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1. EMPLOYMENT. The Company hereby employs Executive and Executive
accepts such employment and shall perform his duties and the responsibilities
provided for herein in accordance with the terms and conditions of this
Agreement.
2. EMPLOYMENT STATUS. Executive shall at all times be the Company's
employee subject to the terms and conditions of this Agreement.
3. TERM. Unless earlier terminated pursuant to terms and provisions of
this Agreement, this Agreement shall have a term (the "Term") of three (3) years
from the date of the signature of this Agreement (the "Commencement Date"). The
Term shall be automatically renewed for an additional (1) year term thereafter
unless either party delivers written notice of termination to the other at least
90 days prior to the end of the initial three (3) year Term.
4. POSITION. During Executive's employment hereunder, Executive shall
serve as President and Chief Executive Officer of the Company as well as
President and Chief Executive Officer of Adsero and shall work exclusively for
the Company, Adsero and their affiliates. In such positions, Executive shall
have the customary powers, responsibilities and authorities of such positions in
corporations of the size, type and nature of the Company and as they were
carried out by the Executive for Teckn-O-Laser Inc. In addition, Executive will
have the duties and responsibilities inherent in the position of President and
Chief Executive Officer of a company whose shares are publicly traded. Neither
Executive's titles nor any of his functions shall be changed, diminished or
adversely affected during the Term. Executive shall be provided with an office,
staff and other working facilities consistent with his positions and as required
for the performance of his duties.
5. LOCATION. During Executive's employment hereunder, Executive shall
be based at the Company's offices located at 0000-X Xxxxx Xxxxxx, Xxxxxx-Xxxxx,
Xxxxxx, X0X 0X0.
6. COMPENSATION. For the performance of all of Executive's services to
be rendered to the Company, Adsero and their affiliates pursuant to the terms of
this Agreement, the Company will pay and Executive will accept the following
compensation:
6.1. BASE SALARY. During the Term, the Company shall pay to
the Executive an initial base salary of CDN$175,000 per annum (the "Base
Salary") payable in equal bi-weekly installments. Such Base Salary shall not be
decreased during the Term. The Base Salary shall be reviewed annually by the
compensation committee of Adsero's board of directors to be adjusted in
accordance with the normal and standard revenues earned in the ink manufacturing
and ink/toner cartridge remanufacturing industry for a person holding a similar
title, function and position. Executive's Base Salary, as in effect from time to
time, is hereinafter referred to as the "Executive's Base Salary." The Company
shall deduct and withhold from Executive's compensation all necessary or
required taxes, including but not limited to Executive's statutory income tax
withholding and employment insurance contributions, and any other applicable
amounts required by law or any taxing authority.
6.2 BONUS. Throughout the duration of the Term, the Executive
will be entitled to receive an annual bonus of up to 100% of Executive's Base
Salary. The bonus will
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become due and will be paid upon the realization of the objectives as determined
by the compensation committee of Adsero's board of directors.
7. EXECUTIVE BENEFITS.
7.1. Paid Vacation Time. Executive shall be entitled to
receive 4 weeks paid vacation per annum.
7.2. Expense, Reimbursement and Allowances. Reasonable and
ordinary documented business expenses of the Executive, including, without
limiting the generality of this section, a cell phone allowance and excluding a
car allowance, incurred by Executive in the performance of his duties hereunder
shall be reimbursed by the Company in accordance with the Company policies as in
effect from time to time.
7.3. Other Benefits. Executive shall also be eligible to
participate in any benefit programs of the Company presently in effect or
hereafter adopted, including but not limited to life, disability or health
insurance, pension, retirement, or other benefit plans adopted by the Company
for the general and overall benefit of all executive and key employees of the
Company. At a minimum, Executive shall receive benefits equal to those that were
being received by the Executive as at December, 2004 in his capacity as
President of Teckn-O-Laser Inc.
8. TERMINATION.
8.1. Termination by the Company Without Cause. Subject to
Section 8.6 hereof, the Company shall have the right to terminate Executive's
employment hereunder without cause by giving Executive written notice to that
effect. Any such termination of employment shall be effective on the date
specified in such notice.
8.2. Termination by the Company for Cause. Subject to Section
8.6 hereof, the Company shall have the right to terminate this Agreement and
Executive's employment hereunder "for cause" by giving Executive written notice
to that effect. Any such termination of employment shall be effective on the
date specified in such notice. For the purpose of this Agreement, "for cause"
shall mean (i) commission of a willful act of dishonesty in the course of
Executive's duties hereunder, (ii) conviction by a court of competent
jurisdiction of a criminal offense or a crime constituting a felony or
conviction in respect of any act involving fraud, dishonesty or moral turpitude
resulting in the Company's detriment or reflecting upon the Company's integrity
(other than traffic infractions or similar minor offenses), or (iii) a material
breach by Executive of the terms of this Agreement and failure to cure such
breach within 30 days after receipt of written notice from the Company
specifying the nature of such breach.
8.3. Death, Incapacitation or Disability.
(a) Subject to Section 8.6 hereof, if Executive dies
during his employment hereunder, this Agreement shall terminate upon the date of
Executive's death.
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(b) Subject to Section 8.6 hereof, in the event
Executive suffers Total and Permanent Disability, the Company may terminate
Executive's employment. "Total and Permanent Disability" means any condition
affecting Executive that prevents the performance of the essential job functions
and which is expected to be of a long, continued and indefinite duration which
has caused Executive's absence from service, after providing to Executive
reasonable accommodation to perform the requirements of the job if required by
law, for not less than 6 consecutive months during any 18 month period. In such
instance, a determination of the existence of Executive's disability and of the
duration of the disability may be made by written agreement between the Company
and Executive, or Executive's legally appointed guardian if Executive then is
incompetent. If the parties do not agree, such determination shall be made, and
certified in writing, by a licensed physician, and not an employee of the
Company chosen by the Executive or its legal representatives. During any period
of the Executive's disability prior to Termination for Total and Permanent
Disability the Company shall continue to pay the Executive's Compensation as per
Section 6 and maintain all of the Executive's Benefits provided under Section 7.
8.4. Termination by Executive for Good Reason.
(a) Subject to Section 8.6 hereof, Executive shall
have the right to terminate this Agreement and his employment hereunder for
"good reason" if (A) Executive shall have given the Company prior written notice
of the reason therefor, (B) such notice shall have been given to the Company
within fifteen (15) days after Executive is notified or otherwise first learns
of the event constituting "good reason," and (C) a period of fifteen (15) days
following receipt by the Company of such notice shall have lapsed and the
matters which constitute or give rise to such "good reason" shall not have been
cured or eliminated by the Company. In the event the Company shall not take such
action within such period, Executive may send another notice to the Company
electing to terminate his employment hereunder and, in such event, Executive's
employment hereunder shall terminate and the effective date of such termination
shall be the third business day after the Company shall have received such
notice.
(b) For the purpose of this Agreement, "good reason"
shall mean the occurrence of any of the following:
(A) Requiring Executive to engage in (x) an
illegal act or (y) an act which is inconsistent with prior practices of the
Company and which could reasonably be deemed to be materially damaging or
detrimental to Executive;
(B) A default by the Company in the payment
of any material sum or the provision of any material benefit due to Executive
pursuant to this Agreement;
(C) The failure of the Company to obtain the
assumption of this Agreement by any successor to all or substantially all of the
assets or business of the Company; or
(D) Any unilateral change imposed by the the
Company in the title, power, functions or duties of the Executive;
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(E) Any material breach by the Company of
any provision of this Agreement which is not corrected by the Company or, if the
breach cannot be corrected, as to which the Company fails to pay to Executive
reasonable compensation for such breach, within 30 days following receipt by the
Company of written notice from Executive specifying the nature of such breach.
In this paragraph, the expression "material breach" means a breach of such
nature as would be reasonably be regarded as significant in relation to this
Agreement.
8.5. Termination by Executive Without Good Reason. Subject to
Section 8.6 hereof, Executive shall have the right to terminate this Agreement
and his employment hereunder without good reason by giving the Company 60 days
prior written notice to that effect. The termination of employment shall be
effective on the date specified in such notice, or earlier, at the determination
of the Company, in which event such termination shall remain classified as a
termination by Executive without good reason.
8.6. Consideration.
(a) If the Company terminates this Agreement "without
cause" under Section 8.1 or if Executive terminates this Agreement for "good
reason" under Section 8.4, then Executive shall be entitled to receive, and the
Company shall pay to Executive:
(i) 100% of the total Base Salary for the
greater of the balance of the Term and one (1) year, without reduction for
present valuation not later than the next regularly scheduled payment date in
accordance with Section 6.1;
(ii) any business expenses to be reimbursed
and yet unpaid under Section 7.2 not later than the next regularly scheduled
payment date in accordance with Section 7;
(iii) 100% of the Bonuses accrued under
Section 6.2 and yet unpaid, which shall be paid within 15 days after the date of
Termination;
(iv) a sum equal to the vacation time
accrued and yet unpaid pursuant to Subsection 7.1 as of the date of Termination,
which shall be paid within 15 days after the date of Termination; and
(v) 100% of the other Benefits provided
under Subsection 7.3 for the greater of the balance of the Term and one (1)
year.
(b) If the Company terminates this Agreement "with
cause" under Section 8.2, or if Executive terminates this Agreement for other
than "good reason" under Section 8.5, or if this Agreement is terminated as a
result of the death of Executive under Section 8.3, then Executive shall be
entitled to receive, and the Company shall pay to Executive, or, in the case of
death, Executive's administrator:
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(i) all of the accrued but unpaid Base
Salary through the date of Termination or death not later than the next
regularly scheduled payment date in accordance with Section 6.1;
(ii) any business expenses to be reimbursed
and yet unpaid under Section 7.2 which shall be paid no later than the next
regularly scheduled payment date in accordance with Section 7;
(iii) all of the accrued Bonuses under
Section 6.2 and yet unpaid through the date of Termination, which shall be paid
within 15 days after the date of Termination;
(c) If this Agreement is terminated as a result of
the disability of Executive under Section 8.3, then Executive shall be entitled
to receive, and the Company shall pay to Executive:
(i) the accrued but unpaid Base Salary
through the date of Termination not later than the next regularly scheduled
payment date in accordance with Section 6.1;
(ii) any business expenses to be reimbursed
and yet unpaid under Section 7.2 not later than the next regularly scheduled
payment date in accordance with Section 7;
8.7 All amounts payable hereunder shall be net of any
withholdings under applicable Canadian and Quebec income tax laws and
regulations.
9. INTELLECTUAL PROPERTY. During the Term of this Agreement, Executive
shall disclose immediately to the Company all ideas and inventions that he
makes, conceives, discovers or develops during the course of employment with the
Company, including but not limited to any inventions, modifications,
discoveries, developments, improvements, trademarks, computer programs,
processes, products or procedures (collectively "Work Product") that: (i)
relates to the business of the Company; or (ii) results from tasks assigned to
Executive by the Company; or (iii) results from the use of the premises or
property (whether tangible or intangible) owned, leased or contracted for or by
the Company. Executive agrees that any Work Product shall be the sole and
exclusive property of the Company without the payment of any royalty or other
consideration except for the compensation paid to Executive hereunder. Executive
agrees that during the Term of this Agreement and thereafter, upon the request
of the Company and at its expense, he shall execute and deliver any and all
applications, assignments and other instruments which the Company shall deem
necessary or advisable to transfer to and vest in the Company Executive's entire
right, title and interest in and to all such ideas, inventions, trademarks or
other developments and to apply for and to obtain patents or copyrights for any
such patentable or copyrightable ideas, inventions, trademarks and other
developments.
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10. NON-DISCLOSURE OF INFORMATION.
10.1. Executive acknowledges that by virtue of his position he
will be privy to the Company's confidential information and trade secrets, as
they may exist from time to time, and that such confidential information and
trade secrets may constitute valuable, special, and unique assets of the Company
(hereinafter collectively "Confidential Information"). Accordingly, Executive
shall not, during the Term and for a period of three (3) years thereafter,
intentionally disclose all or any part of the Confidential Information to any
person, firm, corporation, association or any other entity for any reason or
purpose whatsoever, nor shall Executive and any other person by, through or with
Executive, during the term and for a period of three (3) years thereafter,
intentionally make use of any of the Confidential Information for any purpose or
for the benefit of any other person or entity, other than the Company, under any
circumstances.
10.2. The Company and Executive agree that a violation of the
foregoing covenants will cause irreparable injury to the Company, and that in
the event of a breach or threatened breach by Executive of the provisions of
this Section 10, the Company shall be entitled to an injunction restraining
Executive from disclosing, in whole or in part, any Confidential Information, or
from rendering any service to any person, firm, corporation, association or
other entity to whom any such information, in whole or in part, has been
disclosed in violation of this Agreement. Nothing herein stated shall be
construed as prohibiting the Company from pursuing any other rights and
remedies, at law or in equity, available to the Company for such breach or
threatened breach, including the recovery of damages from Executive.
10.3. Notwithstanding anything contained in this Section 10 to
the contrary, "Confidential Information" shall not include (i) information in
the public domain as of the date hereof, (ii) information which enters the
public domain hereafter through no fault of Executive, (iii) information
created, discovered or developed by Executive independent of his association
with the Company, provided that such information is supported by accompanying
documentation of such independent development. Nothing contained in this Section
10 shall be deemed to preclude the proper use by Executive of Confidential
Information in the exercise of his duties hereunder or the disclosure of
Confidential Information required by law.
11. RESTRICTIVE COVENANT.
11.1. Covenant not to Compete. Except in the event of
Termination pursuant to Section 8.1 or section 8.4, during the Term and for that
period of time after the termination of this Agreement for which the Executive
will have been paid as provided for under Section 8.6 , Executive covenants and
agrees that he shall not solicit any clients and or employees of the Company or
Adsero, own, manage, operate, control, be employed by, participate in, or be
connected in any manner with the ownership, management, operation, or control,
whether directly or indirectly, as an individual on his own account, or as a
partner, member, joint venturer, officer, director or shareholder of a
corporation or other entity engaged in the business of the remanufacturing of
laser toner and ink jet cartridges and the manufacturing of ink in the
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territory of the United States of America.. The foregoing shall not preclude
Executive or any affiliate thereof from any consulting arrangement which may be
entered into from time to time with the Company, or its affiliates.
12. ARBITRATION.
12.1. Other than with respect to a proceeding for injunctive
relief referred to herein, any controversy or claim arising out of or relating
to this Agreement, the performance thereof or its breach or threatened breach
shall be settled by arbitration.
12.2. The Parties undertake, following a written notice sent
by one of the parties to the other party, to submit such controversy or claim to
arbitration in accordance with the provisions of the Code of civil procedure of
the province of Quebec under sections 940 to 947.4 inclusively and the
provisions included herein aside at the exclusion of any other remedy available
before the civil courts.
12.3. Within ten (10) days following the receipt of the
arbitration written notice as provided in Section 12.2 hereinabove, the Parties
shall appoint, by mutual agreement, an arbitrator. Unless the parties agree
within the prescribed delay to appoint the arbitrator, one party shall be
entitled to ask the Court to make appointment.
12.4. The arbitration sessions shall be held in Montreal in a
location chosen by the parties or, in case of a disagreement, by the arbitrator.
The arbitrator shall have the authority to determine his own rules of procedure
and shall render his arbitration award in writing. The allocation of the
arbitration fees and allowances shall be determined within the arbitration
award.
12.5. The arbitrator shall render his arbitration award and
notify the parties within thirty (30) days delay from the date where the dispute
was submitted to him, unless such a delay is otherwise determined by mutual
agreement by the parties or by the arbitrator.
12.6. The arbitration award shall be final and without appeal.
The award shall be binding upon the parties and the provisions of the Code of
civil procedure of the province of Quebec under sections 940 to 946.6 shall
prevail.
13. INDEMNIFICATION.
13.1. (a) Indemnification of Expenses. Except as provided
in Section 13.1(b) hereof, the Company shall indemnify the Executive to the
fullest extent permitted by law if Executive was or is or becomes a party to or
witness or other participant in, or is threatened to be made a party to or
witness or other participant in, any threatened, pending or completed action,
suit, proceeding or alternative dispute resolution mechanism, or any hearing,
inquiry or investigation that Executive in good faith believes might lead to the
institution of any such action, suit, proceeding or alternative dispute
resolution mechanism, whether civil, criminal, administrative, investigative or
other (hereinafter a "Claim") by reason of (or arising in part out of) any event
or occurrence related to the fact that Executive is or was a director, officer,
employee, agent or fiduciary of the Company, or any subsidiary of the Company,
or is or was serving at the request of the Company as a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint venture,
limited liability company, trust or other
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enterprise, or by reason of any action or inaction on the part of Executive
while serving in such capacity (hereinafter an "Indemnifiable Event") against
any and all expenses (including attorneys' fees and all other costs, expenses
and obligations incurred in connection with investigating, defending, being a
witness in or participating in (including on appeal), or preparing to defend, be
a witness in or participate in, any such action, suit, proceeding, alternative
dispute resolution mechanism, hearing, inquiry or investigation), judgments,
fines, penalties and amounts paid in settlement (if such settlement is approved
in advance by the Company, which approval shall not be unreasonably withheld) of
such Claim and any federal, provincial, state, local or foreign taxes imposed on
Executive as a result of the actual or deemed receipt of any payments under this
Agreement (collectively, hereinafter "Expenses"), including all interest,
assessments and other charges paid or payable in connection with or in respect
of such Expenses. Such payment of Expenses shall be made by the Company as soon
as practicable but in any event no later than twenty days after Executive
presents written demand therefor to the Company.
(b) Limitation on Indemnification. The Company's
obligation to indemnify Executive pursuant to this Agreement shall not extend to
acts of Executive constituting gross negligence or fraud.
13.2. Expenses; Indemnification Procedure.
(a) Subject to the other terms and conditions of this
Agreement, the Company shall advance all Expenses incurred by Executive. The
advances to be made hereunder shall be paid by the Company to Executive as soon
as practicable but in any event no later than twenty days after written demand
by Executive therefor to the Company.
(b) Executive shall, as a condition precedent to
Executive's right to be indemnified under this Agreement, give the Company
notice in writing as soon as practicable of any Claim made against Executive for
which indemnification will or could be sought under this Agreement. Notice to
the Company shall be directed to the Board of Directors of the Company at the
address shown on the first page of this Agreement. In addition, Executive shall
give the Company such information and cooperation as it may reasonably require
and as shall be within Executive's power.
(c) For purposes of this Agreement, the determination
of any Claim by judgment, order, settlement (whether with or without court
approval) or conviction, or upon a plea of [nolo contendere], or its equivalent,
shall not create a presumption that Executive did not meet any particular
standard of conduct or have any particular belief or that a court has determined
that indemnification is not permitted by applicable law.
(d) If, at the time of the receipt by the Company of
a notice of a Claim pursuant to Section 13.2(b) hereof, the Company has
liability insurance in effect which may cover such Claim, the Company shall give
prompt notice of the commencement of such Claim to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of Executive, all amounts payable as a result of such action, suit,
proceeding, inquiry or investigation in accordance with the terms of such
policies.
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(e) In the event the Company shall be obligated
hereunder to pay the Expenses of any Claim, the Company shall be entitled to
assume the defense of such Claim with counsel approved by Executive, which
approval shall not be unreasonably withheld, upon the delivery to Executive of
written notice of its election so to do. After delivery of such notice, approval
of such counsel by Executive and the retention of such counsel by the Company,
the Company will not be liable to Executive under this Agreement for any fees of
counsel subsequently incurred by Executive with respect to the same Claim;
provided that, (i) Executive shall have the right to employ Executive's counsel
in any such Claim at Executive's expense and (ii) if (A) the employment of
counsel by Executive has been previously authorized by the Company, (B)
Executive shall have reasonably concluded that there is a conflict of interest
between the Company and Executive in the conduct of any such defense, or (C) the
Company shall not continue to retain such counsel to defend such Claim, then the
fees and expenses of Executive's counsel shall be at the expense of the Company.
The Company shall have the right to conduct such defense as it sees fit in its
sole discretion, including the right to settle any claim against Executive
without the consent of Executive so long as in the case of the settlement (i)
the Company has the financial ability to satisfy any monetary obligation
involving Executive under such settlement and (ii) the settlement does not
impose injunctive type relief on the activities of Executive. In all events,
Executive will not unreasonably withhold its consent to any settlement.
13.3. Additional Indemnification Rights; Nonexclusivity.
(a) Except as provided in Section 13.3(b) hereof, the
Company hereby agrees to indemnify Executive to the fullest extent permitted by
law, notwithstanding that such indemnification may not be specifically
authorized by the other provisions of this Agreement, the Company's Certificate
of Incorporation, the Company's Bylaws or by statute. In the event of any change
after the date of this Agreement in any applicable law, statute or rule which
expands the right of a corporation to indemnify a member of its Board of
Directors or an officer, employee, agent or fiduciary, it is the intent and
agreement of the parties hereto that Executive shall enjoy by this Agreement the
greater benefits afforded by such change. In the event of any change in any
applicable law, statute or rule which narrows the right of a corporation to
indemnify a member of its Board of Directors or an officer, employee, agent or
fiduciary, such change, to the extent not otherwise required by such law,
statute or rule to be applied to this Agreement, shall have no effect on this
Agreement or the parties' rights and obligations hereunder.
(b) The indemnification provided by this Agreement
shall be in addition to any rights to which Executive may be entitled under
Company's Certificate of Incorporation, its Bylaws, any agreement, any vote of
stockholders or disinterested directors, or otherwise. The indemnification
provided under this Agreement shall continue as to Executive for any action
Executive took or did not take while serving in an indemnified capacity even
though Executive may have ceased to serve in such capacity.
(c) The Company shall not be liable under this
Agreement to make any payment in connection with any Claim made against
Executive to the extent Executive has otherwise actually received payment (under
any insurance policy, Certificate of Incorporation, Bylaw or otherwise) of the
amounts otherwise indemnifiable hereunder.
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(d) If Executive is entitled under any provision of
this Agreement to indemnification by Company for some or a portion of Expenses
incurred in connection with any Claim, but not, however, for all of the total
amount thereof, Company shall nevertheless indemnify Executive for the portion
of such Expenses to which Executive is entitled.
14. NOTICES. Any notice required, permitted or desired to be given
under this Agreement shall be sufficient if it is in writing and (a) personally
delivered to Executive or an authorized member of Company, or (b) sent by
registered or certified mail, return receipt requested, to Company's or
Executive's address as provided in this Agreement or to a different address
designated in writing by either party. Notice is deemed given on the day it is
delivered personally or five (5) business days after it is sent by registered or
certified mail.
15. ASSIGNMENT. No party to this Agreement may assign any of his rights
or obligations under this Agreement.
16. WAIVER OF BREACH. Any waiver of a breach of a provision of this
Agreement, or any delay or failure to exercise a right under a provision of this
Agreement, by either party, shall not operate or be construed as a waiver of
that or any other subsequent breach or right.
17. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties. It may not be changed orally but only by an agreement in writing
which is signed by the parties. The parties hereto agree that any existing
employment agreement between them shall terminate as of the date of this
Agreement.
18. GOVERNING LAW; VENUE. This Agreement shall be construed in
accordance with and governed by the laws of the Province of Quebec and the laws
of Canada applicable therein . Any dispute or controversy concerning or relating
to this Agreement shall be exclusively resolved in the courts located in the
City of Montreal.
19. SEVERABILITY. The invalidity or non-enforceability of any provision
of this Agreement or application thereof shall not affect the remaining valid
and enforceable provisions of this Agreement or application thereof.
20. CAPTIONS. Captions in this Agreement are inserted only as a matter
of convenience and reference and shall not be used to interpret or construe any
provisions of this Agreement.
21. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same Agreement. Delivery of signed
counterparts via facsimile transmission shall be effective as manual delivery
thereof.
22. LANGUAGE. The parties hereto have requested that this Agreement be
drawn up in the English language. Les parties aux presentes ont demande a ce que
la presente convention soit redigee en langue anglaise.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the date first herein above written.
TECKN-O-LASER COMPANY:
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Secretary, Treasurer
EXECUTIVE:
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
ADSERO CORP.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Secretary, Treasurer
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