EXHIBIT 10.1
COPY DATA LIMITED
CONTRACT AGREEMENT
DATE: ___________________________, 2001
EMPLOYER: COPY DATA LIMITED The Arena, Raleigh Court,
Xxxxxxxxx Way, Crawley, Wst Sussex, RH10 2PD
EMPLOYEE: __________________________________________
__________________________________________
JOB TITLE: __________________________________________
NOTICE: The employment is terminable by 1 months notice on
either side
PLACE(S) OF WORK: The Employee will be based at Crawley but may be
required to work from any of the Employees places of
business as may exist from time to time
AREA IN WHICH MAY BE United Kingdom
RELOCATED:
SALARY: L________ per annum payable on the 7th of each month
COMMISSION: % of Gross Profit (GP) payable subject to target.
Target set at L________ GP.
NORMAL HOURS: 8:30 a.m. - 5:30 p.m. Monday - Friday
PAID HOLIDAYS: 3 weeks per annum.
Holiday year commences 1 January
SICKNESS: Statutory sick benefits
STATUTORY [AND "Qualifying days" in respect of which sick pay may be
EMPLOYER'S] SICK PAY paid are Monday - Friday.
SCHEME[S]:
Notification of incapacity required by telephone on
first qualifying day and weekly in writing thereafter
Evidence of incapacity required is self-certification
for the first seven days incapacity with a doctors sick
note after seven qualifying days and weekly thereafter
NOTE that failure to notify and/or evidence incapacity
may affect right to payment
Details of the control system and further particulars
relating to the sick pay schemes are available from the
Employer
GRIEVANCE AND The special rules applicable are set out in the
DISCIPLINARY copies Employers disciplinary and grievance procedure of which
PROCEDURES: are available from the Employer
EMPLOYMENT WITH __________________________________________
COMPANY COMMENCED:
CONTINUOUS EMPLOYMENT __________________________________________
COMMENCED:
COLLECTIVE AGREEMENTS: There are no collective agreements directly affecting
the terms and conditions of employment
This table ("the table") and the attached schedule of ________ pages together
form a binding agreement made by us on the above date.
SIGNED [for and on __________________________________________[director]
behalf of the Employer]
SIGNED by the Employee __________________________________________
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THE SCHEDULE
1. THE APPOINTMENT
1.1. The Employer appoints the Employee and the Employee agrees to
act in the capacity specified in the table (or in such other
office or position as may from time to time be agreed) with
effect from the date specified in the table
1.2. Unless so stated in the table, the appointment is a permanent
and not a temporary one. The appointment will continue unless
and until either party gives to the other notice in writing as
specified in the table so as to expire either as there set out
or (if not specified) at any time
1.3. The Employee's place(s) of work are as set out in the table.
The Employee may be relocated within the area specified in the
table but will not be obliged (except for occasional visits in
the ordinary course of his duties) to go or to reside outside
that area
2. DUTIES OF THE EMPLOYEE
2.1. The Employee will act with the utmost good faith and fidelity
to the Employer and will use his best endeavours to promote
the interests and welfare of the Employer and will devote the
whole of his time attention and skill to the business of the
Employer and will obey his reasonable and lawful directions.
The Employee is subject to the disciplinary rules specified in
the table.
2.2. The Employee must at all times comply with the Employees
directions relating to appearance and dress
2.3. The Employee is not entitled to receive or obtain directly or
indirectly any discount rebate commission or other profit in
respect of any such contract or any sale or purchase of goods
effected or other business contracted (whether or not by him)
by or on behalf of the Employer and shall account to the
Employer for any he does receive or obtain
2.4. The Employee must not (except with the consent in writing of
the Employer or as an investor in securities listed on a
recognised stock exchange) be directly or indirectly engaged
or concerned or interested in any other business whatsoever
and will be accountable to the Employer for any profits fees
or other sums derived from any interest which he has in breach
of this provision
3. REMUNERATION
3.1. The Employee will be entitled to salary or wages as specified
in the table (or any increased rates notified to him). Such
salary or wages shall unless otherwise stated in the table be
inclusive of any other fees or remuneration
3.2. There will be paid or refunded to the Employee all out of
pocket expenses properly incurred by him in the performance of
his duties. Any particular allowances benefits or expenses
specified in the table will be given in addition
3.3. The Employee's hours of work are as specified in the table but
he must work such hours as from time to time are reasonably
required of him and unless otherwise specified in the table he
will not be entitled to receive any additional remuneration
for work outside his normal hours
3.4. The Employee will be entitled to the amount of paid holiday
specified in the table in addition to the usual public
holidays also with pay. For each such public holiday which
falls on a Sunday or (if he does not normally work on a
Saturday) on a Saturday or during his permitted holiday as
aforesaid he will be entitled to one day's holiday in lieu.
Holidays may be taken only at such time or times as may be
approved by the Employer and holidays not taken during the
period of 12 months from the commencement date of the holiday
year may not be carried forward. On termination of this
agreement otherwise than as provided in clause 4.1.2 or than
by notice given by the Employee the Employee will be entitled
to accrued holiday pay in direct proportion to the length of
his service during the holiday year in which the termination
takes place due allowance being made for any holiday already
taken. No holiday may be taken during a period of notice
except with the consent of the Employer
3.5. In respect of any absence from work due to sickness or
accident (subject to any deduction as provided below):-
3.5.1. The Employee will be entitled to receive remuneration
in accordance with the statutory sick pay scheme
together with such amount (if any) by which such
proportion of his remuneration for such period as is
specified in the table exceeds his entitlement under
such scheme (or entitlement forfeited for failure to
duly notify or evidence incapacity). For the purpose
of computing any period of absence any period of less
than 2 working weeks during which the employee
returns to work may be ignored
3.5.2. in respect of the statutory sick pay scheme
"qualifying days" bear the meaning in the table. The
rules as to notification and evidence are set out in
the table. The rules as to control systems are set
out in the table. Unless otherwise shown in the table
the same rules apply for the Employees own sick pay
payments
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3.5.3. in the event of any absence from work due to sickness
or accident there may be deducted from the
remuneration of the Employee an amount equal to the
income benefit which he is entitled to claim in
consequence of such sickness or accident under the
nabonal insurance scheme for the time being in force
and/or any scheme for the time being in force of
which by virtue of his employment he is a
non-contdbutory member and the amount of any
compensation or damages received or receivable by him
in respect of any accident by way of compensation for
loss of earnings. The responsibility for making any
necessary claim shall be that of the Employee
3.6. The Employee will be entitled to the provision for pension
and/or life assurance rights (if any) specified in the table
4. TERMINATION OF THE APPOINTMENT
The appointment is subject to termination by the Employer forthwith by
notice in writing if the Employee commits any serious or repeated
breach or after due warning fails to discontinue any material breach of
his obligations hereunder or is guilty of conduct tending to bring
himself or the Employer into disrepute or becomes of unsound mind or
has a bankruptcy or administration order made against him or enters
into any arrangement with his creditors
5. SUPPLEMENTARY TERMS APPLICABLE ON TERMINATION
5.1. The Employee has or will obtain in the course of his
appointment knowledge of the trade connection and secrets and
other confidential information belonging to the group and
accordingly agrees to be bound by the following restrictions:-
5.2. he will not after the termination of his appointment howsoever
occurring (subject to proviso B below) for 12 months on his
own account or for any other person firm or company solicit
interfere with or endeavour to entice away from the Employer
any person firm or company who or which at the determination
of his employment was or shall be an employee or regular
customer of or supplier to or otherwise in the habit of
dealing with the Employer (or who shall have approached or
shall have been approached by the Employer with a view to
dealing either as such customer or as such supplier such
approach not having been rejected by the other party) in the
course of the business in which the Employee shall have been
employed during his appointment
5.3. he will not after the termination of his appointment howsoever
occurring (subject to proviso B below) for 12 months directly
or indirectly engage or offer any employment to any person who
at any time during his appointment shall have
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been an officer or employee or agent of the Employer with
access to confidential information relating to any of its
suppliers products or customers
5.4. he will not at any time divulge to any person (other than
those of the officials of the Employer whose province it is to
know the same or upon the order of a court of competent
jurisdiction or with the approval of the board of directors)
5.4.1. any trade secret; or
5.4.2. any other confidential information (including without
prejudice to the foregoing names of customers or
suppliers or potential customers or suppliers);
belonging to the Employer which he may have received
during his appointment (unless the same has come into
the public domain)
5.5. he will not make copies of or memorise any confidential
documents records recordings programmes printouts or lists
belonging to the Employer and will on leaving service hand
over all such matters belonging to the Employer or relating to
its business or affairs (and all copies thereo) including all
notes lists printouts and diaries and will retain no copies
thereof or notes relating thereto
PROVIDED THAT
A. Each of the obligations and restrictions contained in clause
5.1 or any part thereof shall be a separate distinct and
severable obligation
B. The obligations and restrictions contained in sub-clauses 5.2
and 5.3 of this clause 5.1 shall not apply where the Employer
wrongfully or unfairly terminates the Employee's appointment
or if the Employee terminates the employment in circumstances
where the Employer has repudiated the contract or where the
termination amounts to constructive dismissal
C. It is agreed that the said obligations or restrictions are
only such as are reasonably necessary for the protection of
the Employees business but should any of the same be held void
voidable illegal or otherwise unenforceable the same shall be
deemed to be re-written with such minimum amendment as is
compatible with the same being fully enforceable
6. COMPANY VEHICLES
The Employee may be provided with a company vehicle. The maintenance
and cleanliness of the vehicle shall be the Employee's responsibility.
The vehicle must not be driven by anyone other than the Employee. The
Employer reserves the right to charge the Employee in respect of any
mechanical problems caused by a failure by the Employee
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to take reasonable care of the vehicle and in respect of any expense
incurred by the Employer in valeting the vehicle. Any charges in this
respect may be deducted from the Employee's salary. The Employee is
required to refund to the Employer any outstanding balance on the
Employee's fuel float. The Employer is entitled to deduct the same from
the Employee's salary
7. PREVIOUS AGREEMENTS
This agreement is in substitution for all and any previous contracts of
service or arrangements between the Employer and the Employee which
will be deemed to have been terminated by mutual consent without
liability on either party but without prejudice to accrued to RIGHTS
AND LIABILITIES
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