EMPLOYMENT AGREEMENT
This Agreement made and entered into this _26___ day of _March____, _1999_, by
and between Sense Technologies, Inc. ("employer"), and _Shawn Tartaglia________
("employee").
The parties recite that:
A. Employer is engaged in Biometric Time and Attendance Computer Systems and
maintains business premises at 00000 XX 00 Xxxxxx, Xxxxxxx, XX.
B. Employee is willing to be employed by employer, and employer is willing to
employ employee, on the terms and conditions hereinafter set forth. For the
reasons set forth above, and in consideration of the mutual covenants and
promises of the parties hereto, employer and employee covenant and agree as
follows:
1. AGREEMENT TO EMPLOY AND BE EMPLOYED Employer hereby employs employee at the
above-mentioned premises, and employee hereby accepts and agrees to such
employment.
2. DESCRIPTION OF EMPLOYEE'S DUTIES Subject to the supervision and pursuant to
the orders, advice, and direction of employer, employee shall perform such
duties as are customarily performed by one holding such position in other
businesses or enterprises of the same or similar nature as that engaged in
by employer. Employee shall additionally render such other and unrelated
services and duties as may be assigned to him/her from time to time by
employer.
3. MANNER OF PERFORMANCE OF EMPLOYEE'S DUTIES Employee shall at all times
faithfully, industriously, and to the best of their ability, experience,
and talent, perform all duties that may be required of and from them
pursuant to the express and implicit terms hereof, to the reasonable
satisfaction of employer. Such duties shall be rendered at the above
mentioned premises and at such other place or places as employer shall in
good faith require or as the interests, needs, business, and opportunities
of employer shall require or make advisable.
4. COMPENSATION; REIMBURSEMENT Employer shall pay employee and employee agrees
to accept from employer, in full payment for employee's services hereunder,
compensation at the rate of Sixty Five Thousand Dollars ($65,000.00) per
annum, payable semi-monthly. In addition to the foregoing, employer will
reimburse employee for any and all necessary, customary, and usual expenses
incurred by him while traveling for and on behalf of the employer pursuant
to employer's directions. In addition to the above compensation, the
Employee may be entitled to the following "fringe benefits" as determined
by the employer. A) Stock options to be named later B) Health insurance C)
Car allowance D) Car insurance allowance E) Corporate Credit Card Usage for
gas and travel related expenses F) Corporate bonus program(s).
5. EMPLOYEE'S LOYALTY TO EMPLOYER'S INTERESTS Employee shall devote all of
their time, attention, knowledge, and skill solely and exclusively to the
business and interests of employer, and employer shall be entitled to all
benefits, emoluments, profits, or other issues arising from or incident to
any and all work, services, and advice of employee. Employee expressly
agrees that during the term hereof he/she will not be interested, directly
or indirectly, in any form, fashion, or manner, as partner, officer,
director, stockholder, advisor, employee, or in any other form or capacity,
in any other business similar to employer's business or any allied trade,
except that nothing herein contained shall be deemed to prevent or limit
the right of employee to invest any of their surplus funds in the capital
stock or other securities of any corporation whose stock or securities are
publicly owned or are regularly traded on any public exchange, nor shall
anything herein contained by deemed to prevent employee from investing or
limit employee's right to invest their surplus funds in real estate.
6. NONDISCLOSURE OF INFORMATION CONCERNING BUSINESS Employee will not at any
time, in any fashion, form, or manner, either directly or indirectly
divulge, disclose, or communicate to any person, firm, or corporation in
any manner whatsoever any information of any kind, nature, or description
concerning any matters affecting or relating to the business of employer,
including, without limitation, the names of any its customers, the prices
it obtains or has obtained, or at which it sells or has sold its products,
or any other information concerning the business of employer, its manner of
operation, or its plans, processes, or other date of any kind, nature, or
description without regard to whether any or all of the foregoing matters
would be deemed confidential, material, or important. The parties hereby
stipulate that, as between them, the foregoing matters are important,
material, and confidential, and gravely affect the effective and successful
conduct of the business of employer, and its good will, and that any breach
of the terms of this section is a material breach of this agreement.
7. OPTION TO TERMINATE ON PERMANENT DISABILITY OF EMPLOYEE Not withstanding
anything in this agreement to the contrary, employer is hereby given the
option to terminate this agreement in the event that during the term hereof
employee shall become permanently disabled, as the term "permanently
disabled" is hereinafter fixed and defined. Such option shall be exercised
by employer giving notice to employee by registered mail, addressed to him
in care of employer at the above stated address, or at such other address
as employee shall designate in writing, of its intention to terminate this
agreement on the last day of the month during which such notice is mailed.
On the giving of such notice this agreement and the term hereof shall cease
and come to an end on the last day of the month in which the notice is
mailed, with the same force and effect as if such last day of the month
were the date originally set forth as the termination date. For purposes of
this agreement, employee shall be deemed to have become permanently
disabled if, during any year of the term hereof, because of ill health,
physical or mental disability, or for other causes beyond their control,
he/she shall have been continuously unable or unwilling or have failed to
perform their duties hereunder for thirty (30) consecutive days, or if,
during any year of the term hereof, he/she shall have been unable or
unwilling or have failed to perform their duties for a total period of
thirty (30) days, whether consecutive or not. For the purposes hereof, the
term "any year of the term hereof" is defined to mean any period of 12
calendar months.
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8. DISCONTINUANCE OF BUSINESS AS TERMINATION OF EMPLOYMENT Anything herein
contained to the contrary notwithstanding, in the event that employer shall
discontinue operations at the premises mentioned above, then this agreement
shall cease and terminate as of the last day of the month in which
operations cease with the same force and effect as if such last day of the
month were originally set forth as the termination date hereof.
9. EMPLOYEE'S COMMITMENTS BINDING ON EMPLOYER ONLY ON WRITTEN CONSENT Employee
shall not have the right to make any contracts or other commitments for or
on behalf of employer without the written consent of employer.
10. CONTRACT TERMS TO BE EXCLUSIVE This written agreement contains the sole and
entire agreement between the parties, and supersedes any and all other
agreements between them. The parties acknowledge and agree that neither of
them has made any representation with respect to the subject matter of this
agreement or any representations inducing the execution and delivery hereof
except such representations as are specifically set forth herein, and each
party acknowledges that he/she or it has relied on their or its own
judgment in entering into the agreement. The parties further acknowledge
that any statements or representations that may have heretofore been made
by either of them to the other are void and of no effect and that neither
of them has relied thereon in connection with their or its dealings with
the other.
11. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING No waiver or
modification of this agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the
party to be charged therewith. Furthermore, no evidence of any waiver or
modification shall be offered or received in evidence in any proceeding,
arbitration, or litigation between the parties arising out of or affecting
this agreement, or the rights or obligations of any party hereunder, unless
such waiver or modification is in writing, duly executed as aforesaid. The
provisions of this paragraph may not be waived except as herein set forth.
12. CONTRACT GOVERNED BY LAW This agreement and performance hereunder shall be
construed in accordance with the laws of the State of Florida.
13. BINDING EFFECT OF AGREEMENT This agreement shall be binding on and inure to
the benefit of the respective parties and their respective heirs, legal
representatives, successors, and assigns.
14. ARBITRATION Any controversy or claim arising out of or relating to this
contract, or the breach thereof, shall be settled by arbitration in
accordance of the rules of the American Arbitration Association, and
judgment upon the award rendered by the arbitrator(s) shall be entered in
any court having jurisdiction thereof. For that purpose, the parties hereto
consent to the jurisdiction and venue of an appropriate court located in
Broward County, State of Florida. In the event that litigation results from
or arises out of this Agreement or the performance thereof, the parties
agree to reimburse the prevailing party's reasonable attorney's fees, court
costs, and all other expenses, whether or not taxable by the court as
costs, in addition to any other relief to which the prevailing party may be
entitled. In such event, no action shall be entertained by said court or
any court of competent jurisdiction if filed more than one year subsequent
to the date the cause(s) of action actually accrued regardless of whether
damages were otherwise as of said time calculable.
15. VALIDITY In the event that any provision of this Agreement shall beheld to
be invalid, the same shall not affect in any respect whatsoever the
validity of the remainder of this Agreement.
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on the day
__26__of _March___________________, __1999____ .
__/s/ Dore Perler____________________, for Employer
__/s/ Xxxxx Tartaglia___________________________________, as Employee
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