GBID EMPLOYMENT AGREEMENT
This Employee Agreement is dated for reference the 21st day of June
1999.
BETWEEN:
GLOBAL BUSINESS INFORMATION DIRECTORY INC., a company duly incorporated
under the laws of Colorado, and having a business office located at
000 0xx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxxxx, 00000
(the "Company")
OF THE FIRST PART
AND:
XXXXXX XXXXXXX
of 0000 X. 0xx Xxxxxx, Xxxxxxxxx, XX X0X 0X0
(the "Employee")
OF THE SECOND PART
WHEREAS:
A. The Company is engaged in, inter
alia, the business of research, developing
and distribution of Internet business and
marketing tools, including without
limitation, search engines;
B. The Company is desirous of
establishing an excellent reputation in the
marketplace and has agreed to employ the
Employee to assist in achieving that goal on
the terms and conditions hereinafter set forth;
C. The Employee has agreed to be
contracted by the Company upon the terms and
conditions hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSETH that
in consideration of the premises and mutual
covenants and agreements herein contained,
the parties hereto covenant and agree each
with the other as follows:
1. EMPLOYMENT
The Company hereby contracts the
Employee as Sales and Marketing Manager of
the Company for North, Central and South
Americas and the Employee hereby accepts
such contract, to perform the duties and
render the services set forth herein during
the term of this Agreement.
2. TERM
This Agreement will commence
immediately upon the execution of this
Agreement by both parties, and shall
continue in full force and effect until
terminated by either side.
3. COMPENSATION
As compensation for the services
of the Employee during the term of this
Agreement, the Company shall pay and the
Employee earn:
A. Salary would be equal to $5,500.00 US per month
($66,000.00US per year), paid on the 15th and 30th/31st of
the month.
B. Commission equal to 1.5% of total sales generated from
the sales of Web Sites, Web Site Construction, and any
other revenue generated from the efforts of the
Marketing and Promotions Group.
C. Immediate implementation of 25,000 restricted trading shares in the
name of Xxxxxx XxXxxxx.
D. Additional 25,000 restricted trading shares implemented October
1st, 1999 for a total of 50,000 shares. All shares will have a
one-year restriction as of March 31, 1999 or when GBID is sold
which ever comes first.
E. GBID guarantees a 1-year contract with a buy out of the balance of
the year should GBID terminate the contract of employment.
F. Issues such as expense account, moving allowance (relocation to the
Seattle area) etc. to be negotiated or implemented upon signing of
contract. The policy for expenses should be outlined in the
company policy book or directors policy outline.
4. REIMBURSEMENT FOR EXPENSES
The Employee will be reimbursed
for all reasonable out-of-pocket expenses
incurred by the Employee in or about the
execution of his employment, including,
without limiting the generality of the
foregoing, all promotion related travel and
promotional expenses payable or incurred by
the Employee in connection with his duties
under this Agreement. Reimbursement for expenses to be
repaid on a bi-weekly basis upon receiving expense sheet
from the employee.
5. DUTIES AND SERVICES
During the term of this
Agreement, the Employee agrees to:
(a) Carry out the duties of Director of Marketing and
Sales as outlined in the letter to the employee dated
April 9, 1999.
(b) Do his/her utmost to enhance and develop
the best interests and welfare of the Company,
(c) Give his/her best efforts and skill to
advancing and promoting the growth and success of the
Company; and
(d) Perform such duties or render such services
as the Board of Directors of the Company may from time
to time reasonably confer upon or impose on the Employee.
6. DEVOTION OF TIME
It is acknowledged and agreed by
the Employee that the work of the Employee
is and will be of such a nature that regular
hours may be impossible, and there may be
occasions in which the Employee will not be
required to work a full seven hours per day
and/or a full five days per week. It is
also anticipated that there will be certain
evenings, Saturdays, Sundays and holidays
during which the Employee will be required
to work.
7. TERMINATION OF AGREEMENT
Notwithstanding any other
provision herein, it is understood and
agreed by and between the parties hereto
that the Employee may resign his employment
hereunder by giving one (1) months written
notice of such intention to resign, and the
Company may terminate this Agreement in its
entirety without cause upon providing
fifteen (15) days written notice, or fifteen
(15) days full pay as a termination
allowance in lieu of notice, together with
any unpaid expenses, and the Employee does
hereby agree that such termination allowance
will be payment in full for any discharge by
the Company.
8. CONFIDENTIAL INFORMATION
The parties hereto acknowledge
and agree that the Employee will have access
to confidential and secret information and
therefore the Employee agrees that during
the term of this Agreement and on
termination or expiry of same, for any
reason whatsoever, the Employee will not
divulge or utilise for his own benefit or to
the detriment of the Company any of such
secret or confidential information for a
period not less than 5 years.
9. PERSONAL CONTRACT
This Agreement and all other
rights, benefits and privileges herein
confirmed will be personal, and accordingly
may not be assigned by the Employee.
10. NOTICES
All notices or other instruments
or communications provided for in this
Agreement shall be in writing and signed by
the party giving same and shall be deemed
properly given if sent by registered mail or
courier deliver addressed to such party at
the address set out above, or to such
facsimile number as each party to this
Agreement has provided to the other from
time to time. Each party may by notice to
the other party, specify any other address
or facsimile number for the receipt of such
notices, instruments or communications. Any
notice, instrument or communication sent by
facsimile transmission shall be deemed
properly given on the day sent. Any notice,
instrument or communication sent by
registered mail or couriered delivery shall
be deemed properly given on the day the
notice, instrument or communication arrives
at the address of destination.
11. GOVERNING LAW
This Agreement shall be governed
by the laws of the State of Colorado.
12. ENTIRE AGREEMENT
This Agreement represents the
entire agreement between the parties and
supersedes any and all prior agreements and
understandings, whether written or oral,
between the parties. The Employee
acknowledges that he was not induced to
enter into this Agreement by any
representation, warranty, promise or other
statement except as contained herein.
13. AMENDMENT
This Agreement may not be
amended or otherwise modified except by an
instrument in writing signed by both parties.
14. HEADINGS
All headings and titles in this
Agreement are for reference only and are not
to be used in the interpretation of the
terms hereof.
15. GENDER
Wherever the singular or the
masculine is used herein, the same shall be
deemed to include the plural or the feminine
or the body politic or corporate where the
context or the parties so require.
16. COUNTERPART AND FACSIMILE
This Agreement may be signed in
counterpart, which counterparts taken
together shall constitute one and same
agreement and any facsimile signature shall
be taken as an original.
IN WITNESS WHEREOF the parties hereto have
executed this Agreement as of June 21st, 1999
GLOBAL BUSINESS INFORMATION DIRECTORY INC.
/s/ Xxxxxxx X. Xxxxxxxxxx
XXXXXXX X. XXXXXXXXXX, GBID
/s/ Xxxxxx XxXxxxx
XXXXXX XXXXXXX, Employee
