Contract
Exhibit
10.2: Employment Agreement
This
Employment Agreement (“Agreement”), dated December 8,
2008, is made by and between Xxxxxxxxxxx Xxxx (“Employee”) and SARS Corporation, a Nevada
corporation (“Company”). Collectively
referred to herein as the “Parties.”
WHEREAS,
Employee has extensive background in the area of business development,
engineering and finance;
WHEREAS,
Employee desires to be engaged by Company to provide services to Company subject
to the conditions set forth herein;
WHEREAS,
Employee has been engaged with the Company as a Consultant through Employee’s
entity, ASAI Consulting, and the Parties previously executed an Amended
Consulting Agreement, dated July 16, 2008 (the “Consulting
Agreement”);
WHEREAS,
the Parties hereby agree that this Agreement shall supersede the Consulting
Agreement;
WHEREAS,
Company is a publicly held corporation with its common stock shares trading on
the Over the Counter Bulletin Board under the ticker symbol SARO and desires to
further develop its business; and
WHEREAS,
Company desires to engage Employee to provide the Services, as defined below, in
his area of knowledge and expertise on the terms and subject to the conditions
set forth herein.
NOW,
THEREFORE, in consideration for those services, Employee provides to Company,
the Parties agree as follows:
1. Position
and Services of Employee
Employee agrees to perform for Company
the Services, defined below, during the Term, also defined below, of this
Agreement, upon such terms and to the extent the Parties agree from time to
time. The nature of the Services to be provided shall include, but
are not limited to, (i) business development, management and strategic advice,
(ii) acting as Chief Executive Officer of SARS and its subsidiary, Secure Asset
Reporting Services, Inc., (iii) assist with securing necessary key employees,
and (iv) any other services as mutually agreed upon by the Parties (collectively
referred to herein as the “Services”).
Employee
agrees to devote his full time, attention, energies, solely and exclusively in
the performance of his duties under the terms of this
Agreement. However, the expenditure of reasonable amounts of time for
educational, charitable, or professional activities shall not be deemed a breach
of this Agreement if those activities do not materially interfere with the
services required under this Agreement, and shall not require the prior written
consent of the Company’s Board of Directors. This Agreement shall not
be interpreted to prohibit Employee from making passive personal investments or
conducting private business affairs, or serving on the boards of directors of
other companies or other entities, if those activities do not materially
interfere with the services required under this Agreement and do not violate
this Agreement.
2. Consideration
(a)
Consideration for Services
Company
agrees to pay Employee, as Employee’s salary for the Services, (i) Five Thousand
Dollars (USD $5,000) per week (paid bi-weekly) and (ii) an equity award equal to
eighteen percent (18%) of the current issued and outstanding common stock of the
stock as of December 8, 2008. As of December 8, 2008, the Company has
a total of 49,407,916 shares of common stock issued and outstanding,
eighteen percent 18% of which is equal to 8,893,425 shares of restricted common
stock (the “Shares”).
The Shares are issuable on January 2, 2009. The Shares, when issued,
sold and delivered shall be duly and validly issued, fully paid and
nonassessable shares of the Company.
(b) Expenses
The
Parties agree that the Company will be responsible for paying any reasonable out
of pocket expenses incurred by Employee in the performance of the Services (the
“Expenses”). Expenses
exceeding Five Hundred Dollars (USD$500.00) shall be mutually agreed upon by the
Parties before they are incurred by Employee. If Employee is working
in Northern Ireland, then Expenses shall include one full fair return flight to
the United States per month. The full fair return flight may be used by family,
or the reasonable equivalent cost may used for other personal
travel.
Expenses
shall also include, but are not limited to, mobile phone xxxx, provision of car
use while in Northern Ireland and associated running
costs. Furthermore, the Parties agree that the Company shall provide
reasonable housing for the Employee during his stay(s) in Northern
Ireland. The location and cost of which shall be mutually agreed upon
by the Parties.
(c) Benefits
Within
sixty (60) days of the date of this Agreement, the Company and Employee shall
determine, in their respective reasonable discretion, the terms of the “Welfare Benefits” (as
hereinafter defined) to which Employee shall be entitled. For purposes hereof,
“Welfare Benefits” shall
mean medical, prescription and dental plans, in no event less favorable than
those applicable to any other executive of the Company, and in all events
extending to paid vacation and holiday per annum in accordance with current
Company policy.
3. Confidentiality
Each
party agrees that during the course of this Agreement, information that is
confidential or of a proprietary nature may be disclosed to the other party,
including, but not limited to, product and business plans, software, technical
processes and formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage rates,
advertising relationships, projections, and marketing data (“Confidential Information”).
Confidential Information shall not include information that the receiving party
can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes
part of the public domain through a source other than the receiving party, (b)
was known to the receiving party as of the time of its disclosure, (c) is
independently developed by the receiving party, or (d) is subsequently learned
from a third party not under a confidentiality obligation to the providing
party. Confidential Information need not be marked as confidential at
the time of disclosure to receive “Confidential Information” protection as
required herein, rather all information disclosed that, given the nature of the
information or the circumstances surrounding its disclosure reasonably should be
considered as confidential, shall receive “Confidential Information”
protection.
Employee
agrees not to remove from the Company’s office or copy any of the Company’s
confidential information, trade secrets, books, records, documents or customer
or supplier lists, or any copies of such documents, without the express written
permission of the Board of Directors of the Company or as may be required or
appropriate in connection with performance hereunder. Employee
agrees, at the termination date, to return any property belonging to the
Company, including, but not limited to, any and all records, notes, drawings,
specifications, programs, data and other materials (or copies thereof)
pertaining to the Company’s businesses or its product(s) and service(s),
generated or received by Employee during the course of his employment with the
Company.
4. Non-Competition,
Non-Solicitation.
Employee agrees that he shall not,
during the term of this Agreement and for one (1) year subsequent thereto,
without both the disclosure to and the written approval of the Board of
Directors of the Company, directly or indirectly, engage or be interested in
(whether as a principal, lender, employee, officer, director, partner, venturer,
Employee or otherwise) any business(es) that is competitive with the business
being conducted by the Company through the termination date, without the express
written approval of the Board of Directors.
Employee agrees that he will not,
without the prior written consent of the Company’s Board of Directors, for a
period of one (1) year after the termination date, directly or indirectly
disturb, entice, or in any other manner persuade, any employee(s), Employee(s),
reseller or partner of the Company to discontinue that person’s or firm’s
relationship with the Company if the employee(s) and/or Employee(s) were
employed by or the reseller or partner was engaged with the Company at any time
during the one (1) year period after the termination date.
5. Inventions,
Discoveries and Improvements
Any and
all invention(s), discovery(ies) and improvement(s), whether protectible or
unprotectible by patent, trademark, copyright or trade secret, made, devised, or
discovered by Employee, whether by Employee alone or jointly with others, from
the time of entering the Company’s employ until the earlier of the termination
date of this Agreement or the actual date of termination of employment, relating
or pertaining in any way to Employee’s employment with the Company, shall be
promptly disclosed in writing to the Board of Directors of the Company, and
become and remain the sole and exclusive property of the
Company. Employee agrees to execute any assignments to the Company,
or its nominee, of Employee’s entire right, title, and interest in and to any
such inventions, discoveries and improvements and to execute any other
instruments and documents requisite or desirable in applying for and obtaining
patents, trademarks or copyrights at the cost of the Company, with respect
thereto in the United States and in all foreign countries, that may be requested
by the Company. Employee further agrees, whether or not then in the
employment of the Company, to cooperate to the fullest extent and in the manner
that may be reasonably requested by the Company in the prosecution and/or
defense of any suit(s) involving claim(s) of infringement and/or
misappropriation of proprietary rights relevant to patent(s), trademark(s),
copyright(s), trade secret(s), processes, and/or discoveries involving the
Company’s product(s); it being understood that all reasonable costs and expenses
thereof shall be paid by the Company. The Company shall have the sole
right to determine the treatment of disclosures received from Employee,
including the right to keep the same as a trade secret, to use and disclose the
same without a prior patent application, to file and prosecute United States and
foreign patent application(s) thereon, or to follow any other procedure which
the Company may deem appropriate. In accordance with this provision,
Employee understands and is hereby further notified that this Agreement does not
apply to an invention which the employee developed entirely on his own time
without using the Company’s equipment, supplies, facilities, or trade secret
information.
6. Indemnification
(a) Company
Company
agrees to indemnify, defend, and shall hold harmless Employee and/or its agents,
and to defend any action brought against said Parties with respect to any claim,
demand, cause of action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is true, (ii)
would constitute a breach of any of Company's representations, warranties, or
agreements hereunder, or (iii) arises out of the negligence or willful
misconduct of Company.
(b) Employee
Employee
agrees to indemnify, defend, and shall hold harmless Company, its directors,
employees and agents, and defend any action brought against same with respect to
any claim, demand, cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of the gross
negligence or willful misconduct of Employee.
(c) Notice
In
claiming any indemnification hereunder, the indemnified party shall promptly
provide the indemnifying party with written notice of any claim, which the
indemnified party believes falls within the scope of the foregoing paragraphs.
The indemnified party may, at its expense, assist in the defense if it so
chooses, provided that the indemnifying party shall control such defense, and
all negotiations relative to the settlement of any such claim. Any settlement
intended to bind the indemnified party shall not be final without the
indemnified party's written consent, which shall not be unreasonably
withheld.
7. Term
and Termination
(a) Term
The
employment of Employee under this Agreement shall be deemed effective as of the
date of this Agreement shall continue for a minimum of one (1) year or until
terminated in accordance with Section 7(b) or (c) below (the “Term”).
(b) Termination
Either
party may terminate this Agreement on thirty (30) calendar days written notice,
or if prior to such action, the other party materially breaches any of its
representations, warranties or obligations under this Agreement. Except as may
be otherwise provided in this Agreement, such breach by either party will result
in the other party being responsible to reimburse the non-defaulting party for
all costs incurred directly as a result of the breach of this Agreement, and
shall be subject to such damages as may be allowed by law including all
attorneys' fees and costs of enforcing this Agreement. If the Company
terminates this Agreement for reasons other than material breach before December
8, 2009, the Company agrees to pay Employee any and all outstanding
consideration agreed upon in Section 2 above until December 8,
2009.
(c) Termination
Due to Death or Disability
This
Agreement (except as otherwise provided hereunder) shall terminate immediately
upon the death of Employee or after fourteen (14) days of Employee’s inability
to perform the essential functions of his duties, with or without reasonable
accommodation (defined under applicable law), due to a mental or physical
illness or incapacity.
(d) Termination
and Payment
Upon any
termination or expiration of this Agreement, Company shall pay all unpaid and/or
outstanding salary and expenses through the effective date of termination or
expiration of this Agreement. And upon such termination, Employee shall provide
and deliver to Company any and all outstanding Services due through the
effective date of this Agreement.
8. Remedies
Should Employee at anytime materially
breach any of terms outlined in this Agreement, Company shall have the right to
seek remedies, including but not limited to: i) a temporary restraining order
and permanent injunction; ii) liquidated damages.
9. Miscellaneous
(a) Public
Statements – No Disparagement
Neither
Party hereto shall make or publish any disparaging statements regarding any
other party hereto with regard to the matters leading up to this
Agreement.
(b) Rights
Cumulative; Waivers
The
rights of each of the Parties under this Agreement are
cumulative. The rights of each of the Parties hereunder shall not be
capable of being waived or varied other than by an express waiver or variation
in writing. Any failure to exercise or any delay in exercising any of
such rights shall not operate as a waiver or variation of that or any other such
right. Any defective or partial exercise of any of such rights shall
not preclude any other or further exercise of that or any other such
right. No act or course of conduct or negotiation on the part of any
party shall in any way preclude such party from exercising any such right or
constitute a suspension or any variation of any such right.
(c) Benefit;
Successors Bound
This
Agreement and the terms, covenants, conditions, provisions, obligations,
undertakings, rights, and benefits hereof, shall be binding upon, and shall
inure to the benefit of, the undersigned Parties and their heirs, executors,
administrators, representatives, successors, and permitted assigns.
(d) Entire
Agreement
This
Agreement contains the entire agreement between the Parties with respect to the
subject matter hereof. There are no promises, agreements, conditions,
undertakings, understandings, warranties, covenants or representations,
oral or written, express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth in this
Agreement. Any such negotiations, promises, or understandings shall
not be used to interpret or constitute this Agreement.
(e) Assignment
Neither
this Agreement nor any other benefit to accrue hereunder shall be assigned or
transferred by either party, either in whole or in part, without the written
consent of the other party and any purported assignment in violation hereof
shall be void.
(f) Amendment
This
Agreement may be amended only by an instrument in writing executed by all the
Parties hereto.
(g) Severability
Each part
of this Agreement is intended to be severable. In the event that any
provision of this Agreement is found by any court or other authority of
competent jurisdiction to be illegal or unenforceable, such provision shall be
severed or modified to the extent necessary to render it enforceable and as so
severed or modified, this Agreement shall continue in full force and
effect.
(h) Section
Headings
The
Section headings in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.
(i) Construction
Unless
the context otherwise requires, when used herein, the singular shall be deemed
to include the plural, the plural shall be deemed to include each of the
singular, and pronouns of one or no gender shall be deemed to include the
equivalent pronoun of the other or no gender.
(j) Further
Assurances
In
addition to the instruments and documents to be made, executed and delivered
pursuant to this Agreement, the Parties hereto agree to make, execute and
deliver or cause to be made, executed and delivered, to the requesting party
such other instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and the
transactions contemplated hereby.
(k) Notices
Any
notice which is required or desired under this Agreement shall be given in
writing and may be sent by personal delivery or by mail (either (i) United
States mail, postage prepaid, or (ii) Federal Express or similar generally
recognized overnight carrier), addressed as follows (subject to the right to
designate a different address by notice similarly given):
|
|
If
to Company:
|
SARS
Corporation
000
000xx Xxxxxx
XX, 00xx Xxxxx
Xxxxxxxx,
XX 00000
Attn:
Xxxx Xxxxxxx
With a
copy (which shall not constitute notice) to:
The Xxxx
Law Group, PLLC
000 Xxxxx
Xxxxxx, Xxxxx 0000
Xxxxxxx,
XX 00000
Attn:
Xxxxx X. Xxxx
|
If
to Employee:
|
Xx.
Xxxxxxxxxxx Xxxx
0000
00xx
Xxxxxx XX
Xxxxxxx,
XX 00000
(XXX)
206-914-6854
(UK)
00000 000000
With a
copy to:
___________________________
___________________________
___________________________
___________________________
(l) Governing
Law
This
Agreement shall be governed by the interpreted in accordance with the laws of
the State of Washington without reference to its conflicts of laws rules or
principles. Each of the Parties consents to the exclusive
jurisdiction of the federal courts of the State of Washington in connection with
any dispute arising under this Agreement and hereby waives, to the maximum
extent permitted by law, any objection, including any objection based on forum non coveniens, to the
bringing of any such proceeding in such jurisdictions.
(m) Consents
The
person signing this Agreement on behalf of each party hereby represents and
warrants that he has the necessary power, consent and authority to execute and
deliver this Agreement on behalf of such party.
(n) Independent
Counsel
All
Parties have retained independent legal counsel to advise them with respect to
this Agreement and are not relying on the Company or its counsel for legal or
tax advice.
(o) Survival
of Provisions
The
provisions contained in paragraphs 3, 4, and 7 of this Agreement shall survive
the termination of this Agreement.
(p) Execution
in Counterparts
This
Agreement may be executed via facsimile and in any number of counterparts, each
of which shall be deemed an original and all of which together shall constitute
one and the same agreement.
IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed and have
agreed to and accepted the terms herein on the date written above.
Company:
By: Xxxxx Xxxx
Its: Director
Employee:
By: Xxxxxxxxxxx Xxxx
