EXHIBIT A DOYEN ELEMENTS, INC. EMPLOYMENT AGREEMENT

Exhibit A: EMPLOYMENT AGREEMENT FOR XXXXX XXXXX

EXHIBIT A

XXXXX ELEMENTS, INC.

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (hereinafter “Agreement”), is made, entered into and effective as of December 13, 2017 (the “Effective Date”) by and between Xxxxx Elements, Inc., a Nevada corporation (hereinafter the “Employer”), and Xxxxx Xxxxx, (hereinafter “Employee”), an individual resident of the State of Colorado. Either the Employer or Employee may be individually referred to herein as a “party,” or collectively as the “parties.”

RECITALS

WHEREAS, the Employer desires to employ Employee as President of its wholly-owned subsidiary 7GENx LLC a Colorado limited liability company;

WHEREAS, Employee desires to be employed by the Employer; and

WHEREAS, for their mutual benefit, the Employer and Employee desire to set forth the terms and conditions of employment of Employee by the Employer as provided herein; and

WHEREAS, Employee acknowledges that the restrictions and covenants contained in this Agreement constitute a material inducement for the Employer to enter into this Agreement and provide employment to Employee; and

WHEREAS, Employee wishes to enter into a new employment relationship with the Employer whereby Employee receives the independent consideration offered in this Agreement and whereby Employee receives access to confidential information and existing and prospective clients; and

WHEREAS, Employee acknowledges that Employee will be employed in a position of trust and confidence and will have access to and will become familiar with the products, methods, technology, services and procedures used by the Employer and its clients; and

WHEREAS, Employee acknowledges that the Employer has expended significant time and money on the development of client goodwill and a sound business reputation, and that as part of Employee’s duties, Employee will develop and maintain close working relationships with the Employer’s clients and prospective clients.

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AGREEMENTS

NOW THEREFORE, in consideration of the foregoing recitals, the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the Employer and Employee agree as follows:

ARTICLE ONE
EMPLOYMENT

1.1 Terms of Employment. Subject to the terms and conditions hereof, the Employee’s employment hereunder shall commence on the Effective Date, and continue for three years (the “Initial Term”). On the last day of the Initial Term and any renewal term, this Agreement shall automatically renew for one year unless either party gives notice to the other party of its determination not to renew this Agreement at least sixty days prior to the last day of the Initial Term or any renewal term. The Initial Term and all renewal terms shall be collectively referred to herein as the “Employment Term.”

1.2 Employment Duties. Employee shall be employed to perform such duties as are generally set forth in Schedule A, which may be amended from time to time by mutual written consent of the parties without affecting the enforceability of the terms contained herein.

1.3 Compensation. Employee shall be employed by the Employer as an Employee and shall be compensated with a base salary and a bonus salary as set forth in Schedule A, which may be increased from time to time with mutual written consent of the parties without affecting the enforceability of the terms contained herein. All compensation shall be payable throughout such Employment Term in accordance with the Employer’s customary payroll practice for its employees.

1.4 Employee Performance. Employee agrees to perform the duties assigned to Employee pursuant to this Agreement to the best of Employee’s ability and in a competent, efficient and satisfactory manner.

ARTICLE TWO

COMMUNICATIONS & BACKGROUND CHECKS

2.1 Electronic Mail Address. The Employer may issue Employee an Employer-issued email address for Employee to use for in the performance of Employee’s duties for the Employer. Any Employer-issued e-mail address(es) are the sole property of the Employer, are to be used for business purposes only, and are not for personal use. The Employer reserves the right to inspect and review any information contained therein at any time at its sole discretion. Employee shall have no right to privacy regarding any such information.

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2.2 Background Checks. At any time in Employer’s sole discretion but consistent with Employer’s standard policies for employees generally, it may conduct background checks and other investigations regarding Employee. Furthermore, from time to time, Employer’s clients and vendors may require additional background and credit checks. Employee consents to such checks and investigations and agrees to provide any required written authorizations or consents.

ARTICLE THREE
TERMINATION

3.1 Termination. Employee’s employment hereunder shall at all times be subject to “just cause,” meaning either party must have a valid reason to terminate the employment relationship. Upon termination of the employment relationship, no further compensation shall be due to the Employee, and eligibility for the payment of any bonus compensation shall cease. Termination of employment shall have no effect, whatsoever, on the obligations due under the Equity Purchase Agreement, so long as Employee has fully performed his obligations concerning delivery of the acquired company as defined in Definition 1.1(a) on page 1 above.

3.2 Severance:

3.2.1 If employer terminates Employee’s employment without Cause (as defined below) or if Employee resigns for Good Reason (as defined below) and does not rescind a reasonable separation and release agreement prepared by Employer and satisfactory to Employee in his reasonable discretion (the “Release”), Employer will pay Employee the greater of (i) one year of Employee’s then current Base Salary or (ii) the amount of Employee’s base salary remaining payable to Employee for the Initial Term, in each case less applicable payroll taxes, deductions, and withholding (the “Severance Pay”).

3.2.2 The Severance Pay will be paid within thirty (30) days following the effective date of Employee’s termination (the “Separation Date).

3.2.3 If Employee breaches any term of Article 4 of this Agreement, Employer will no longer be obligated to pay Employee, and will immediately cease paying Employee, any and all unpaid Severance Pay that otherwise would be due to Employee under Section 3.2.

3.2.4 Definition of “Cause.” For purposes of Section 3.2., “Cause” will mean: (1) a material improper act or act of fraud against Employer or 7GENx LLC, including without limitation a conviction for theft or embezzlement from Employer; (2) conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony involving fraud, dishonesty, or reflecting poorly on the Employer’s reputation; or (3) willful engagement in dishonesty, illegal conduct or gross misconduct, which adversely affects Employer in a material manner where the Employee has received the opportunity to cure and such conduct after thirty days’ notice. Notwithstanding the foregoing, the Parties acknowledge that some 7GENx LLC business transactions involve sales to customers in the marijuana industry which are illegal under Federal Law. Employer agrees that Employee’s engagement in or facilitation of such transactions shall not constitute Cause for termination of this Agreement.

3.2.5 Definition of “Good Reason.” For purposes of Section 3.2, “Good Reason” means (1) a relocation of Employee’s primary work location to a location greater than fifty miles away from his current work location in Boulder, CO; or (2) a material change in Employee’s duties or reporting structure.

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ARTICLE FOUR

COVENANTS AND RESTRICTIONS

4.1 Nondisclosure of Confidential Information. Employee shall hold in strictest of confidence and will never, without prior written authorization of the Employer or its legal counsel, divulge, disclose, furnish, transfer, convey, communicate or make accessible or use in any way for Employee’s own or another’s benefit, any of Employer’s Confidential Information Supplier/Vendor Confidential Information, or any Customer Confidential Information (collectively “Confidential Information”) as defined below, except: (1) as may be required or necessary to enforce or comply with the terms of the Agreement; (2) as may be required by subpoena or a Court; (3) as may be necessary in the preparation for any state or federal tax returns; or (4) as otherwise may be required by law. Upon termination of Employment, Employee shall deliver to the Employer all materials that include Confidential Information belonging to the Employer in addition to all other property of the Employer in the Employee’s possession. Under no circumstance shall Employee use the Confidential Information for the Employee’s personal benefit or gain or for the benefit or gain of any other person other than the Employer.

4.2 Duty to Disclose Agreement. Employee (a) shall disclose and make available this Agreement to any employer, or potential employer, or other business in which Employee may hereafter render services, and (b) shall, upon request, keep Employer apprised of Employee’s employment status, in each case for a period of twelve (12) months following the termination of this Agreement or Employee’s employment with Employer. Furthermore, the Employer shall have the right to notify any potential employer of the Employee of the existence of this Agreement for a period of twelve (12) months following the termination of this Agreement or Employee’s employment with Employer.

4.3 Definitions.

4.3.1 Customer Confidential Information. For purposes of this Agreement “Customer Confidential Information” means any information or compilation of information, not generally known, which is provided to the Employer by its customers or potential customers under an agreement of confidentiality, is proprietary to the customer or potential customer and relates to the customer’s or potential customer’s existing or reasonably foreseeable business. Information provided to the Employer by a customer or potential customer shall be treated as Customer Confidential Information.

4.3.2 Supplier/Vendor Confidential Information. For purposes of this Agreement “Supplier/Vendor Confidential Information” means any information or compilation of information, not generally known, which is provided to the Employer by its suppliers or vendors under an agreement of confidentiality, is proprietary to the supplier or vendor and relates to the supplier’s or vendor’s existing or prospective business relationship with the Employer. Information provided to the Employer by a supplier or vendor shall be treated as Supplier/Vendor Confidential Information.

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4.3.3 Employer’s Confidential Information. For purposes of this Agreement “Employer’s Confidential Information” means any information (whether in written or electronic form and whether communicated orally or otherwise) which is proprietary to the Employer, and is not generally known, and relates to the Employer’s existing or foreseeable business including, but not limited to: (i) trade secrets, (ii) computer programs (including all algorithms, codes and documentation relating thereto), (iii) any and all information relating to the Employer’s marketing techniques, mailing lists, customer and prospective customer lists, financial and compensation matters, and vendor relationships and (iv) any other compilation, list, program, devise, method, technique or process that derives independent economic value, actual or potential from not being generally known to, and not being readily ascertainable by proper means by other persons who can derive economic value from its disclosure or use. Information shall be treated as Employer’s Confidential Information irrespective of its source, and all information that the Employer identifies as being “confidential” or “trade secret” and which is not generally known pursuant to the Colorado Trade Secret Act shall be presumed to be Employer’s Confidential Information. Employer’s Confidential Information shall not lose its confidential or proprietary status merely because it was known by a limited number of other persons or entities or because it did not entirely originate with the Employer.

4.3.4 With respect to each covenant in Section 4.3.1, 4.3.2 and 4.3.3, Confidential Information specifically excludes any information: (i) published or otherwise generally known by relevant segment(s) of the public; (ii) known by Employee before obtaining access to it under this Agreement; (iii) provided to Employee by a third party not under an obligation of confidence benefiting Employer; (iv) independently developed by Employee without use of Customer Confidential Information, Supplier/Vendor Confidential Information or Employer’s Confidential Information; or (v) disclosed by Employer to a third party without confidentiality obligations comparable to those of this Agreement.

4.4 Enforcement; Prevailing Party Attorneys’ Fees. It is recognized that damage in the event of breach of the Employee’s covenants under this Agreement will be difficult if not impossible to ascertain. It is therefore agreed that the Employer, in addition to or without limiting any other remedy or right that it might have pursuant to statute, shall have the right to:

4.4.1 An injunction against Employee issued by a court of competent jurisdiction enjoining such breach. Employee hereby consents to the issuance of any preliminary or permanent injunction without limitation and without bond;

4.4.3 Any other remedy provided by law which is not inconsistent with the remedies set forth above; and

4.4.4 All provisions in this Agreement requiring the Employee to do or to refrain from certain activities shall be tolled for so long as Employee is in violation of this Agreement. The parties further agree that the prevailing party in any enforcement or legal action incurred in protecting its interests under and enforcing or attempting to enforce this Agreement, shall be entitled to reimbursement of its costs in such enforcement or legal action including but not limited to reasonable attorneys’ fees incurred in litigation, voluntary arbitration, trial, in all appellate courts, and the costs and attorneys’ fees related to the collection of any amounts awarded by a court or arbitrator, without limitation to manner or form against the other party.

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4.5 Inventions. With respect to Inventions made, authored, or conceived by Employee either solely or jointly with others during the Employment Term, Employee shall promptly and fully disclose and describe such Inventions in writing to the Employer, assign (and does hereby assign) to Employer all of Employee’s rights to such Inventions and to applications for letters, patent and/or copyright in all countries and to all letters patent and/or copyrights granted upon such Inventions in all countries. Employee will, during the Employment Term and thereafter, do such other acts as may be necessary in the Employer’s opinion to preserve property rights against forfeiture, abandonment or loss and to obtain and maintain letters patent and/or copyrights and to vest the entire right and title thereto in the Employer. The provisions of this paragraph shall not apply to Inventions made, authored or conceived by Employee after termination of this Agreement or if such Inventions do not relate directly to the Employer’s business or to the Employer’s actual or demonstrably anticipated research or development and do not result from any work performed by Employee for the Employer and no Employer Confidential Information is used in the making, authorship or conception of the Invention or discovery. For purposes of this Agreement, “Inventions” means discoveries, concepts, ideas and works of authorship, whether or not patentable or subject to copyright including but not limited to processes, methods, formulas, and techniques, as well as improvement or know-how concerning any present or prospective activities of the Employer with which the Employee becomes acquainted as a result of his employment by the Employer or which are conceived by Employee during the Employment Term.

4.6 Proprietary Rights. Ownership of, and all rights in, any work product that Employee is providing to the Employer under this Agreement, which includes, but is not limited to designs, inventions, developments and improvements relating to the business of 7GENx LLC (the “Work”), including trademarks, patents and copyrights applicable to the same, shall belong exclusively to the Employer, which the Employee hereby assigns to the Employer. The parties to this agreement agree to consider as a “work made for hire” any work requested by the Employer that qualifies as such under the United States copyright laws. To the extent that the Work cannot be a “work made for hire” or when necessary for any other reason, Employee will provide the Employer with all such assignments of rights, covenants and other assistance, and do all necessary acts that may be required for the Employer through trademark, patent or copyright applications or otherwise, to enforce and obtain the full benefit of the rights provided herein. If the Work contains materials previously developed or copyrighted by the Employee or others, the Employee grants to the Employer, or agrees to obtain for the Employer an unrestricted, royalty- free license to use and copy such materials. Any license so granted or obtained shall include the right for the Employer to grant an unrestricted, royalty-free license to any affiliate of the Employer. The Employee shall place a copyright notice on the Work at the Employer’s request.

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4.7 Severability of Covenants. The covenants contained in this Agreement constitute a series of separate but ancillary covenants. If in any judicial proceeding a court shall hold that any of the covenants set forth herein exceed the time, geographic, or occupational limitations permitted by applicable laws, Employee and the Employer agree that such provisions shall and hereby are reformed to the reflect the maximum time, geographic, or occupational limitations permitted by such laws. Further, in the event a court shall hold unenforceable any of the separate covenants deemed included herein, then such unenforceable covenant or covenants shall be deemed eliminated from the provisions of this Agreement for the purpose of such proceeding to the extent necessary to permit the remaining separate covenants to be enforced in such proceeding. Employee and Employer further agree that the covenants herein shall each be construed as a separate agreement independent of any other provisions of this Agreement, and the existence of any claim or cause of action by Employee against the Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Employer of any of the covenants herein.

ARTICLE FIVE

EMPLOYEE REPRESENTATIONS AND WARRANTIES

5.1 Employee Representations and Warranties. Employee hereby represents and warrants that Employee is not currently bound by the provisions of any agreement or contract regarding any former employment, independent contractor or agent relationship, including but not limited to provisions regarding non-competition, non-solicitation or confidential information. Employee further represents and warrants that Employee is not in possession of any confidential or proprietary information gained as a result of any former employment, independent contractor or agent relationship, other than for 7GENx LLC, and that Employee will not bring any such information into any workplace or onto any premises of the Employer or utilize any such information during the Employment Term. Employee hereby agrees to defend, indemnify and hold the Employer harmless from any claim or liability for which the Employer may become subject as a result of a breach by Employee of this Article.

ARTICLE SIX

MISCELLANEOUS

6.1 Notices. Any notices permitted or required under this Agreement shall be deemed given upon the date of personal delivery or 48 hours after deposit in the United States mail, first class postage fully prepaid, addressed to such party as follows:

TO EMPLOYER:

Xxxxx Elements, Inc.

0000 Xxxxxx Xxxx XX

XXX 0000

Xxxxxxxx Xxxxxxx, XX 00000

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With a copy (which shall not constitute notice) to:

Xxxxx Xxxxxxx Attorney at Law, PLLC

00000 Xxxxx Xx 00 #000

Xxxx, XX 00000

TO EMPLOYEE:

Xxxxx Xxxxx

X.X. Xxx 00000

Xxxxxxx, XX, 00000

6.2 Law Governing; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. Venue shall exist in Boulder County for the resolution of any matter relating to this Agreement and each party submits to the jurisdiction of such Court.

6.3 Entire Agreement. This Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this Agreement. Any amendments to this Agreement must be in writing and signed by the party against whom enforcement of that amendment is sought. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

6.4 Presumption. This Agreement or any article hereof shall not be construed against any party due to the fact that said party drafted this Agreement or any article thereof.

6.5 Savings Clause. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

6.6 Xxxxx Xxxxx will have the authority to hire some of the employees for this acquisition and provide reasonable compensation upon BOD approval.

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6.7 Incorporation of Recitals. The recitals are incorporated into this Agreement and made a part hereof. Specifically, Employee acknowledges that the Employee has entered into this Agreement prior to the commencement of Employee’s employment with the Employer.

6.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Employer, its successors and assigns.

6.9 Survival of Covenants. The covenants and agreements in Section 4 shall survive for a period of two years following termination of this Agreement or termination of Employee’s employment with the Employer.

6.10 Counterparts. This Agreement may be signed in counterparts by the parties hereto with the same force and effect as if the above parties signed the same original agreement. Facsimile copies and photocopies of the parties’ signatures to this Agreement shall be valid and enforceable to the same extent as original signatures, and the parties hereby waive any requirement that original signatures be produced as a condition of proving the validity of, or otherwise enforcing this Agreement.

[THIS SPACE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]

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Xxxxx Elements. Inc.

EMPLOYMENT AGREEMENT

SIGNATURE PAGE

IN WITNESS WHEREOF, the Employer and Employee have caused this Agreement to be executed and effective as of the day and year first above written.

		XXXXX ELEMENTS, Inc. (“EMPLOYER”)
Dated: December 13, 2017		/s/ Xxxxxxx Xxxxxx
		By: Xxxxxxx Xxxxxx
		Its: CEO

		(“EMPLOYEE”)
Dated: December 13, 2017
		Xxxxx Xxxxx

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SCHEDULE A

EMPLOYMENT AGREEMENT – DUTIES AND COMPENSATION

	Employee Name:	Xxxxx Xxxxx
	Employee Title:	President of 7GENx LLC
	Employee Duties: (But not Limited to)	At the direction of the CEO and Board of Directors, marshaling company resources to the most productive uses with the aim of creating maximum value for the company’s stakeholders Maintaining and monitoring staffing, levels, Knowledge-Skills-Attributes (KSA), expectations and motivation to fulfill organizational requirements Enhance and/or develop, implement and enforce policies and procedures of the organization by way of systems that will improve the overall operation and effectiveness of the Company.

	Employee Compensation:	Compensation
		December 13 ,2017 to January 31, 2018
		$1,500 weekly
		Then
		Annual Compensation: Starting Feb 1, 2018

			●	Annual salary of One Hundred and Thirty Thousand Dollars ($130,000);
			●	All commercially reasonable expenses.
			●	A profit sharing plan to be implemented by Employer with the intent of compensating Employee for performance by the Company that exceeds the agreed upon budget for that year, the terms of which will be acceptable to both parties.

All compensation is subject to all necessary state and federal tax withholding requirements, payable in accordance with the Employer’s normal payroll practices of every two weeks.

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Schedule A - Employment Agreement

		XXXXX ELEMENTS, Inc. (“EMPLOYER”)
Dated: December 13, 2017		/s/ Xxxxxxx Xxxxxx
		By: Xxxxxxx Xxxxxx
		Its: CEO

		(“EMPLOYEE”)
Dated: December 13, 2017
		By: Xxxxx Xxxxx

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