EMPLOYMENT CONTRACT
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NOTICE TO PROSPECTIVE EMPLOYEES
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YOU SHOULD CAREFULLY READ THE FOLLOWING DOCUMENT PRIOR TO SIGNING. IT CONTAINS
A NUMBER OF RULES AND REQUIREMENTS GOVERNING YOUR EMPLOYMENT, CONDUCT AND
ACTIONS. AS THE TERMS ARE USED IN THLS AGREEMENT YOU ARE THE EMPLOYEE AND THE
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COMPANY IS EMPLOYER. IF YOU HAVE ANY QUESTIONS CONSULT A LAWYER BEFORE SIGNING.
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EMPLOYMENT AND CONFIDENTIALITY AGREEMENT
THIS AGREEMENT made between Internet Marketing, Tue. (IMI), a Texas
Corporation, maintaining offices at 000 Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx
00000, (hereinafter "Employer" or Company"), and Xxxx X. Xxxxxx, (hereinafter
"Employee"), an individual currently residing at 000 Xxxxxx Xxxxx, Xxxxxxx,
Xxxxx 00000.
IN CONSIDERATION of the employment or continued employment of the Employee
by Employer and the mutual contained herein, it is agreed as follows:
1. EMPLOYMENT.
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Employer hereby employs or continues the employment of the Employee and the
Employee hereby accepts employment upon the terms and conditions contained
herein.
2. COMPENSATION.
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Compensation shall consist of salary benefits, vacation, and holidays, as
follows:
(a) SALARY. First Year - For the services rendered by the Employee to
Employer, Employer shall pay the Employee a salary at the rate of $7,500 per
month, or as otherwise shall be agreed upon from time to time by the parties
hereto. Any raises in salary to which Employee shall become entitled, shall be
evidenced by a written memorandum awarding such raise to the Employee, signed by
Employer.
(b) BENEFITS. Benefits shall be paid to Employee by Employer in accordance
with the standard practice of Employer, as defined by it from time to time.
Benefits presently anticipated include fully paid, standard Employer provided
health insurance for the Employee, and a fifty percent (5 0%) co-payment of
health insurance premiums under the standard Employer provided policy for
dependent members of Employee's family. No other benefits are offered at the
time of entering into this contract. Employer may chose to offer other benefits
to Employee from time to time.
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EMPLOYMENT CONTRACT
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(c) VACATIONS AND HOLIDAYS. Employee shall be entitled to paid vacation of
ten (10) work days, and in addition shall be entitled to take off from work
during all designated federal holidays with pay.
(d) EXPENSE ACCOUNT. Employee shall be entitled to reimbursement for
documented business and travel expenses, of the following nature: air fare,
hotel, meals, taxi and entertainment where such expenses entitle the Employer to
a tax deduction upon reimbursement. Employee shall be required to submit a
monthly statement of reimbursable expenses for approval by such person or group
as determined by the Board of Directors of Employer. Such statement shall
include a copy of the expense receipt, a statement of business puu7pose, and
amount reimbursable under this Agreement. A company car and all related
expenses shall also be provided to Employee.
(e) BONUSES. Employer shall review Employees performance from time to time
and reward Employee with bonuses.
(f) STOCK OPTIONS. To be determined in the future by the Board of
Directors.
(g) SEVERANCE PACKAGE. If employee should be dismissed for any reason,
employer agrees to pay employee $7500.00 per month for 6 months.
3. TERM.
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This Agreement shall provide for a term of Three Years, terminable at any
time by either the Employer or the Employee. This Agreement shall be
interpreted to provide a defined contract of employment for a specific or of any
specific term. Should the Employee be dismissed "for cause" under this
Agreement, all payments due and accruing to Employee shall be payable.
4. DUTIES AND EXTENT OF SERVICES.
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The Employee is engaged to perform work as President and Chief Operating
Officer of Employer. Employee shall report to the Board of Directors of
Employer.
(a) GENERAL DUTIES. The precise duties or services to be performed by
Employee are as set forth in the Corporate Bylaws of Employer, and as may be
extended or curtailed, from time to time, at the direction of the President of
the Employer. The Employee shall devote the majority of Employee's workday,
attention and energies to the business of Employer, and shall assume and perform
such further reasonable responsibilities and duties as may be assigned to him
from time to time by Employer. Employee is management, and shall have no set
working hours. Employee will endeavor to be available at such times as required
by Employer for consultations, demonstrations, etc.
(b) CONFLICTING EMPLOYMENT. Employee shall be able to perform additional
employment duties during the term of this Agreement. For purposes of this
covenant,
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EMPLOYMENT CONTRACT
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"employment" shall mean provision of services similar in any manner to those
provided by Employee to Employer, to any other person or entity, whether or not
for compensation. Such outside work shall include the use of or relate to
Proprietary Information provided by Employer to Employee.
5. CONSIDERATION.
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Employee acknowledges receipt of good and sufficient consideration to make
this a binding agreement, which consideration is as follows: (i.) Payment of Ten
Dollars ($10.00) in cash, receipt of which is hereby acknowledged, and (ii) The
payment from time to time of wages and such benefits (as provided in Article 2)
which at the discretion of the Employer may be provided (however, failure to pay
wages and failure to provide
benefits shall not be considered to be a failure of consideration or inadequate
consideration, provided at least one pay period of wages is paid by Employer to
Employee), and (iii) The covenants of Employer, including the contractual
requirement of indemnification, made herein to Employee. By signing this
Agreement, Employee submits that the agreed consideration is good, sufficient
and binding upon Employee for this to be a good and valid agreement.
6. INDEMNIFICATION.
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Employer, at its own expense, shall defend, indemnify and hold Employee
harmless from any claim, demand, cause of action, debt or liability (including
attorneys' fees) to the extent it is based on a claim that Employee in the
course of this Agreement, infringed or violated the patent of a third party,
provided Company is notified promptly of such claim and provided that such claim
is based upon the Proprietary Information provided by Company. Company shall
have the right to control the defense in any such action and to enter into a
stipulation of discontinuance and settlement of such claim in its discretion.
7. STANDARD OF CONDUCT.
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Any work performed by Employee under this Agreement is as an Employee of
the Company. Employee is authorized to negotiate for Company as directed by the
Board of Directors of Company. Employee may sign agreements for Company as
directed by its Board of Directors. It is the intention of the parties to at
all times conduct themselves, both with respect to activities under this
Agreement, and their respective business activities generally, in compliance
with all applicable federal and state laws. The mutual interests of both
parties to this Agreement require that both parties act in good faith to fulfill
the intent and purpose of this Agreement.
8. INJUNCTIVE RELIEF.
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Employee hereby irrevocably and unconditionally consents and submits to the
exclusive jurisdiction of the courts of the State of Texas located in The City
of Houston, Texas for any actions, suits or proceedings arising out of or
relating to this Agreement or
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EMPLOYMENT CONTRACT
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any Transaction contemplated hereby, and Xxxxxxxx agrees not to commence any
action, suits or proceeding relating thereto except in such a court. Employee
agrees that service of any process, summons, notice or document by U.S.
certified mail, postage prepaid, to your address set forth hereinbelow shall be
effective service of process for commencement or maintenance of any proceeding
brought against Employee in any such court.
9. GENERAL PROVISIONS.
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NO WAIVER. Employee's obligation(s) as set forth in this Agreement may be
waived, in whole or part, by Employer. To be effective, a waiver by the Company
must be in writing, shall specifically refer to this Agreement and the
obligation being waived, and must be executed by an executive office of the
company, A waiver on one occasion will not be deemed a waiver of the same or any
other occasions or on any future occasion. It is further understood and agreed
that no failure or delay by Employer in exercising any tight, power or privilege
under this Agreement shall operate as a waiver thereof nor shall any single or
partial exercise preclude any other or further exercise of any right, power or
privilege hereunder.
NOTICES. Any notice hereby required or permitted to be given shall be
sufficient if in writing and mailed by registered or certified mail, postage
prepaid, to either party at the address of such party set forth below or at such
other address as shall have been designated by written notice by such party to
the other party.
Initially such notices shall be sent as follows:
If by Employer to:
Xx. Xxxx X. Xxxxxx
000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
If by Employee to:
Xx. Xxxx X. Xxxxxx
000 Xxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
ENTIRE CONTRACT. This Agreement shall constitute the entire contract
(unless otherwise stated) between the parties and supersedes all existing
agreements between them, whether oral or written, with respect to the subject
matter hereof No change, modification or amendment of this Agreement, which is
to be binding upon Employer, shall be of any effect unless in writing signed by
the Employee and by the Authorized Officer of Employer
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EMPLOYMENT CONTRACT
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GOVERNING LAW. This Agreement shall be governed by the laws of the State
of Texas, and without regard to any principles of conflicts of laws, the state
(not federal) courts of the State of Texas shall have jurisdiction and venue
over controversies concerning interpretation of this Agreement. Each party
agrees to be solely responsible for any legal fees incurred by it in connection
with negotiation and execution of this Agreement, and represents that it owes no
commission or other fee, including any employment agency fee, to any other
entity for bringing about or introduction of parties to this Agreement.
SEVERABILITY. Should any provision of this Agreement not be enforceable in
any jurisdiction, the remainder of the Agreement shall not be affected thereby,
and this Agreement shall be interpreted as though the non-enforceable part was
not contained herein.
ASSIGNMENT. This Agreement is not assignable by Employee, because Employer
is contracting for the personal work of the Employee. Employer may assign this
Agreement to another entity. Upon assignment, Employer shall notify Employee in
writing.
Signed in Duplicate by the Parties hereto.
Employee: Xxxx X. Xxxxxx
DATED: 1-1-1999 By: /S/ Xxxx X. Xxxxxx
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Individually
Employer: Internet Marketing, Inc.
DATED: 1-1-1999 By: /S/ Xxxx X. Xxxxxx
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President
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