AGREEMENT OF EMPLOYMENT
THIS AGREEMENT OF EMPLOYMENT ("Agreement") is made and entered into in
duplicate effective this 5th day of July 2001, by and between Fishing Buddy,
Inc., a Nevada corporation ("Employer"), and Xxxxx Xxxxx ("Executive").
RECITALS
A. Concurrently with the execution and delivery of this Agreement,
Fishing Buddy, Inc., a Nevada corporation ("Fishing Buddy") is purchasing from
Executive and certain other persons, all of the units of membership interest in
Fishing Buddy LLC, pursuant to that certain Purchase Agreement (the "Purchase
Agreement"), dated the date of this Agreement, by and among Executive, Fishing
Buddy and Employer.
B. Employer desires Executive's continued employment, and the
Executive desires to accept such continued employment, upon the terms and
subject to the conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, IN CONSIDERATION OF THE RECITALS SPECIFIED ABOVE THAT
SHALL BE DEEMED TO BE A SUBSTANTIVE PART OF THIS AGREEMENT, AND THE MUTUAL
COVENANTS, PROMISES, UNDERTAKINGS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES
SPECIFIED IN THIS AGREEMENT AND OTHER GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE
OBLIGATED LEGALLY AND EQUITABLY, THE PARTIES DO HEREBY COVENANT, PROMISE, AGREE,
REPRESENT AND WARRANT AS FOLLOWS:
ARTICLE I.
DEFINITIONS
For the purposes of this Agreement, the following terms have the
meanings specified or referred to in this Article I.
Section 1.1 "Basic Compensation"-- Salary and Benefits.
Section 1.2 "Board of Directors" -- the Board of Directors of Employer.
Section 1.3 "Confidential Information" -- information that is used in
Employer's and Employer's affiliates' business and (i) any and all trade secrets
concerning the business and affairs of the Company, product specifications,
data, know-how, formulae, compositions, processes, designs, sketches,
photographs, graphs, drawings, samples, inventions and ideas, past, current and
planned research and development, current and planned manufacturing and
distribution methods and processes, customer lists, current and anticipated
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customer requirements, price lists, market studies, business plans, computer
software and programs (including object code and source code), computer software
and database technologies, systems, structures and architectures (and related
processes, formulae, compositions, improvements, devices, know-how, inventions,
discoveries, concepts, ideas, designs, methods and information, of the Company
and any other information, however documented, of the Company that is a trade
secret within the meaning of applicable law; (ii) any and all information
concerning the business and affairs of the Company (which includes historical
financial statements, financial projections and budgets, historical and
projected sales, capital spending budgets and plans, the names and backgrounds
of key personnel, personnel training and techniques and materials), however
documented; and (iii) any and all notes, analysis, compilations, studies,
summaries, and other material prepared by or for the Company containing or
based, in whole or in part, on any information included in the foregoing.
Confidential Information shall not include (i) information already in
Executive's possession prior to the date of this Agreement and that was not
acquired or obtained from Employer or its affiliates or pursuant to a
confidentiality agreement; (ii) information that is obtained or was previously
obtained by the Executive from a third Person who, insofar as is known to the
Executive after reasonable inquiry, is not prohibited from transmitting the
information to the Executive by contractual, legal or fiduciary obligation to
the Employer or its affiliates; or (iii) information that is, or becomes,
generally available to the public other than as a result of a direct or indirect
disclosure by the Executive.
Section 1.4 "Effective Date" -- the date specified in the preamble of
the Agreement.
Section 1.5 "Employee Inventions" -- all discoveries, inventions,
improvements, designs, innovations and works of authorship (including all data
and records pertaining thereto) that relate to the business of Employer, whether
or not able to be patented, copyrighted or reduced to writing, that Employee may
discover, invent or originate during the term of his employment pursuant to this
Agreement, and for a period of six (6) months following the termination of this
Agreement, either alone or with other persons and whether or not during working
hours or by the use of the facilities of Employer.
Section 1.6 "Fiscal Year" -- Employer's fiscal year, as it exists on
the Effective Date or as changed from time to time.
Section 1.7 "Person" -- any individual, corporation (including any
non-profit corporation), general or limited partnership, limited liability
company, joint venture, estate, trust, association, organization, or
governmental body.
ARTICLE II.
EMPLOYMENT TERMS AND DUTIES
Section 2.1 Employment. Employer hereby employs Executive, and
Executive hereby accepts employment by Employer, upon the terms and subject to
the conditions set forth in this Agreement.
Section 2.2 Term. Subject to the provisions of Article VI, the term
(the "Term") of Executive's employment pursuant to this Agreement will be one
(1) year, beginning on the Effective Date and ending that date which is exactly
one (1) year after the Effective Date ("the First Term"). The term of this
Agreement shall be renewed automatically for succeeding periods of one (1) year
each unless either party gives to the other party notice, at least thirty (30)
days prior to the expiration of the First Term and at least sixty (60) days
prior to the expiration of any subsequent term, of the noticing party's
intention not to renew the term of this Agreement.
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Section 2.3 Duties. Executive will have such duties as are assigned or
delegated to Executive by the Board of Directors, and will initially serve as an
employee of Employer. Executive will, at a minimum of four (4) hours per week,
(i) use his best efforts to promote the success of Employer's business, (ii)
cooperate fully with the Board of Directors in the advancement of the best
interests of Employer, (iii) educate, instruct and otherwise train Xxxx
Xxxxxxxxx in the business, trade and operation of Employer, (iv) develop and
maintain Employer's website, and (v) develop and maintain relationships with
advertisers. If Executive is elected as a member of the Board if Directors, or
as a director or officer of any of Employer's affiliates, Executive will fulfill
his duties as such director or officer without additional compensation.
ARTICLE III.
COMPENSATION AND BENEFITS
Section 3.1 Basic Compensation. During the Term, Executive will receive
an aggregate Basic Compensation of six thousand dollars ($6,000) annually which
will be payable in equal periodic installments over a twelve (12) month period,
according to Employer's customary payroll practices, but no less frequently than
monthly ("Salary"), provided, however, that Executive shall be entitled to
receive such Salary after Executive has executed, and performed all obligations
pursuant to this Employment Agreement.
Section 3.2 Bonus. In addition to the Salary, Executive shall be
entitled to receive from Employer and Employer shall pay to Executive at a date
which is twelve (12) months after the Effective Date, a cash bonus in the amount
of Ten Thousand Dollars ($10,000); provided, however, that Executive shall be
entitled to receive such bonus after Executive has executed and performed all
obligations pursuant to this Agreement.
Section 3.3 Benefits. Executive shall not be entitled to receive any
medical, dental, or other benefits of employment other than those benefits, if
any, explicitly stated herein.
ARTICLE IV.
FACILITIES AND EXPENSES
Section 4.1 Office and Staff. Employer will furnish Executive office
facilities, equipment, supplies, and such other facilities and personnel, as
Employer deems necessary or appropriate for the performance of Executive's
duties pursuant to this Agreement.
Section 4.2 Reimbursement of Business Expenses. Employer will pay on
behalf of Executive (or reimburse the Executive for) reasonable business
expenses incurred by Executive at the request of, or on behalf of, Employer in
the performance of the Executive's duties pursuant to this Agreement, and in
accordance with Employer's employment policies. Executive must file expense
reports with respect to such expenses in accordance with Employer's policies.
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ARTICLE V.
VACATIONS AND HOLIDAYS
Section 5.1 Annual Vacation. Executive will not be entitled to any
paid vacation time during the Fiscal Year.
Section 5.2 Paid Holidays. Executive will also not be entitled to
paid holidays.
ARTICLE VI.
TERMINATION
Section 6.1 (a) Disability. Employer may terminate this Agreement for
Disability. "Disability" shall exist if because of ill health, physical or
mental disability, or any other reason beyond Executive's control, and
notwithstanding reasonable accommodations made by Employer, Executive shall have
been unable, unwilling or shall have failed to perform Executive's duties
pursuant to this Agreement, as determined in good faith by the Board of
Directors, for a period of thirty (30) consecutive days, or if, in any twelve
(12) month period, Executive shall have been unable or unwilling or shall have
failed to perform Executive's duties for a period of sixty (60) days,
irrespective of whether or not such days are consecutive. Executive hereby
consents to examination by a physician designated by Employer, and Executive
hereby waives any physician-patient privilege resulting from any such
examination.
(b) Cause. Employer may terminate Executive's employment for Cause.
Termination for "Cause" shall mean termination because of Executive's (i) gross
incompetence; (ii) willful gross misconduct that causes economic harm to
Employer or its affiliates or that brings discredit to Employer's or Employer's
affiliates' reputation; (iii) failure to follow directions of the Board of
Directors that are consistent with Executive's duties pursuant to this
Agreement; (iv) final, nonappealable conviction of a felony involving moral
turpitude; or (v) material breach of any provision of this Agreement. Those
events specified in clauses (i), (iii) and (v) of this subsection shall not
constitute Cause unless Employer notifies Executive thereof in writing,
specifying in reasonable detail the basis therefor and specifying that any such
event is for Cause, and unless Executive fails to cure such matter within 60
days after such notice is sent or given pursuant to this Agreement. Executive
shall be permitted to respond and to defend himself before the Board of
Directors or any appropriate committee thereof within a reasonable time after
written notification of any proposed termination for Cause pursuant to any event
specified in clauses (i), (ii), (iii) or (v) of this subsection.
(c) Without Good Reason. During the Term, Executive may terminate his
employment Without Good Reason. Termination "Without Good Reason" shall mean
termination of the Executive's employment by the Executive other than
termination for Employer Breach or resulting from the death of Executive.
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(d) Explanation of Termination of Employment. Any party terminating
this Agreement shall give prompt written notice ("Notice of Termination") to the
other party hereto advising such other party of the termination of this
Agreement. Within thirty (30) days after notification that this Agreement has
been terminated, the terminating party shall deliver to the other party hereto a
written explanation, which shall specify in reasonable detail the basis for such
termination and shall indicate whether termination is being made for Cause,
Without Cause or for Disability (if Employer has terminated the Agreement) or
for Employer Breach or Without Good Reason (if Executive has terminated the
Agreement).
(e) Date of Termination. "Date of Termination" shall mean the date on
which Notice of Termination is sent or given pursuant to this Agreement.
Section 6.2 Compensation During Disability or Upon Termination.
(a) During Disability. During any period that Executive fails to
perform his duties pursuant to this Agreement because of ill health, physical or
mental disability, or any other reason beyond Executive's control, Executive
shall not be entitled to receive the sick pay.
(b) Termination for Disability. If Employer shall terminate Executive's
employment for Disability, Employer's obligation to pay Basic Compensation shall
terminate, except that Employer shall pay Executive (i) accrued but unpaid Basic
Compensation through the Date of Termination.
(c) Termination for Cause or Without Good Reason. If Employer shall
terminate Executive's employment for Cause or if the Executive shall terminate
his employment Without Good Reason, then Employer's obligation to pay Basic
Compensation shall terminate, except that Employer shall pay Executive his
accrued but unpaid Basic Compensation through the Date of Termination.
(d) Employee Benefits. Upon the termination of Executive's Employment
with Employer, the Basic Compensation shall terminate on the Date of
Termination.
Section 6.3 Death of Executive. If Executive dies prior to the
expiration of the Term, Executive's employment and other obligations pursuant to
this Agreement shall automatically terminate and all compensation, to which
Executive is or would have been entitled pursuant to (including, without
limitation, under Section 3.1), shall terminate as of the date in which
Executive's death occurs.
ARTICLE VII.
NON-DISCLOSURE COVENANT; EMPLOYEE INVENTIONS
Section 7.1 Acknowledgments by the Executive. Executive acknowledges
that (a) during the Term and as a part of his employment, Executive will have
access to Confidential Information; (b) public disclosure of such Confidential
Information could have an adverse effect on the Employer and its business; (c)
because Executive possesses substantial technical expertise and skill with
respect to Employer's business, Employer desires to obtain exclusive ownership
of each Employee Invention, and Employer will be at a substantial competitive
disadvantage if Employer fails to acquire exclusive ownership of each Employee
Invention; (d) Employer has required that Executive make the covenants in this
Article VII as a condition to Fishing Buddy's purchase of the units of
membership interest in Fishing Buddy LLC owned by Executive, pursuant to the
Purchase Agreement; and (e) the provisions of this Article VII are reasonable
and necessary to prevent the improper use or disclosure of Confidential
Information and to provide Employer with exclusive ownership of all Employee
Inventions.
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Section 7.2 Agreements of the Executive. In consideration of the
compensation and benefits to be paid or provided to Executive by Employer
pursuant to this Agreement, Executive covenants as follows:
(a) Confidentiality.
(i) During and following the Term, Executive will hold in
confidence the Confidential Information and will not
disclose the Confidential Information, or any portion
thereof, to any Person, except with the specific prior
written consent of Employer or except as otherwise expressly
permitted by the terms of this Agreement.
(ii) Any trade secrets of Employer or its affiliates will be
entitled to all of the protections and benefits pursuant to
applicable law. If any information that Employer or its
affiliates deems to be a trade secret is determined by a
court of competent jurisdiction not to be a trade secret for
purposes of this Agreement, such information will,
nevertheless, be considered Confidential Information for
purposes of this Agreement. Executive hereby waives any
requirement that Employer submit proof of the economic value
of any trade secret or post a bond or other security.
(iii) None of the foregoing obligations and restrictions applies
to any part of the Confidential Information that Executive
demonstrates was or became generally available to the public
other than as a result of a direct or indirect disclosure by
Executive.
(iv) The Executive will not remove from the Employer's or
Employer's affiliates' premises (except to the extent such
removal is for purposes of the performance of the
Executive's duties at home or while traveling, or except as
otherwise specifically authorized by Employer) any document,
record, notebook, plan, model, component, device, or
computer software or code, whether embodied in a disk or in
any other form (collectively, the "Proprietary Items").
Executive agrees that, as between Employer and Executive,
all of the Proprietary Items, whether or not developed by
Executive, are the exclusive property of Employer. Upon
termination of this Agreement by either party, or upon the
request of Employer during the Term, Executive will return
to Employer all of the Proprietary Items in Executive's
possession or subject to Executive's control, and Executive
shall not retain any copies, abstracts, sketches, or other
physical embodiment of any of the Proprietary Items.
(b) Employee Inventions. Each Employee Invention will belong
exclusively to Employer. Executive covenants that Executive will promptly:
(i) disclose to Employer in writing any Employee Invention;
(ii) assign to Employer or to a party designated by Employer, at
Employer's request and without additional compensation, all
of Executive's right to the Employee Invention for the
United States and all foreign jurisdictions;
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(iii) execute and deliver to Employer such applications,
assignments, and other documents as Employer may request in
order to apply for and obtain patents or other registrations
with respect to any Employee Invention in the United States
and any foreign jurisdictions;
(iv) sign all other papers necessary to carry out the above
obligations; and
(v) give testimony and render any other assistance in support of
Employer's rights to any Employee Invention.
Section 7.3 Disputes or Controversies. Executive acknowledges that in
the event that a dispute or controversy resulting from or relating to this
Agreement be submitted for adjudication to any court, arbitration panel, or
other third party, the preservation of the secrecy of Confidential Information
may be jeopardized. All pleadings, documents, testimony and records relating to
any such adjudication will be maintained in secrecy and will be available for
inspection by Employer, Executive, and their respective attorneys and experts,
who will agree, in advance and in writing, to receive and maintain all such
information in secrecy, except as may be limited by them in writing.
ARTICLE VIII.
NON-COMPETITION AND NON-INTERFERENCE
Section 8.1 Acknowledgments by Executive. Executive acknowledges that
(a) the services to be performed by him pursuant to this Agreement are of a
special, unique, unusual, extraordinary, and intellectual character; (b)
Employer's business conducted in North Dakota and Employer's services and
products are marketed throughout North Dakota; (c) Employer competes with other
businesses that are or could be located in any part of North Dakota; (d)
Employer has required that Executive make the covenants set forth in this
Article VIII as a condition to the Fishing Buddy's purchase of the units of
membership interest in Fishing Buddy LLC owned by Executive, pursuant to the
Purchase Agreement; and (e) the provisions of this Article VIII are reasonable
and necessary to protect the Employer's business.
Section 8.2 Covenants of Executive. In consideration of the
acknowledgments by Executive, and in consideration of the compensation and
benefits to be paid or provided to Executive by Employer, Executive covenants
that Executive will not, directly or indirectly:
(a) during the Term, except in the course of his employment pursuant to
this Agreement, and during the Post-Agreement Period, directly or indirectly,
engage or invest in, own, manage, operate, finance, control, or participate in
the ownership, management, operation, financing, or control of, be employed by,
associated with, or in any manner connected with, lend the Executive's name or
any similar name to, lend Executive's credit to or render services or advice to,
any business whose products, services or activities compete in whole or in part
with the products, services or activities of the Employer or any affiliate of
Employer anywhere in North Dakota; provided, however, that the Executive may
purchase or otherwise acquire up to (but not more than) three percent (3%) of
any class of securities of any issuer (but without otherwise participating in
the activities of such issuer), if such securities are listed on any national or
regional securities exchange or have been registered pursuant to Section 12(g)
of the Securities Exchange Act of 1934;
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(b) whether for Executive's own account or for the account of any other
Person, at any time during the Term and the Post-Agreement Period, solicit
business of the same or similar type being carried on by the Employer, from any
Person known by Executive to be a customer of Employer, whether or not Executive
had personal contact with such Person during and by reason of Executive's
employment with Employer;
(c) whether for Executive's account or the account of any other Person
(i) at any time during the Term and the Post-Agreement Period, solicit, employ,
or otherwise engage as an employee, independent contractor, or otherwise, any
Person who is or was an employee of Employer at any time during the Term or in
any manner induce or attempt to induce any employee of Employer to terminate his
or her employment relationship with Employer; or (ii) at any time during the
Term and the Post-Agreement Period, interfere with Employer's relationship with
any Person, including any Person who at any time during the Term was an
employee, contractor, supplier, or customer of Employer; or
(d) at any time during or after the Term, disparage Employer or any of
Employer's shareholders, directors, officers, employees, or agents.
For purposes of this Section 8.2, the term "Post-Agreement Period"
means the period beginning on the date of termination of the Executive's
employment with the Employer, plus two (2) years.
If any covenant in this Section 8.2 is determined by a court of
competent jurisdiction to be unreasonable, arbitrary, or against public policy,
such covenant will be considered to be divisible with respect to scope, time,
and geographic area, and such reduced scope, time, or geographic area, or all of
them, as a court of competent jurisdiction may determine to be reasonable, not
arbitrary, and not against public policy, will be effective, obligatory, and
enforceable against Executive.
The period of time applicable to any covenant in this Section 8.2 will
be extended by the duration of any violation by Executive of such covenant.
Executive will, while the covenant pursuant to this Section 8.2 is in
effect, give notice to Employer, within ten (10) days after accepting any other
employment, of the identity of Executive's employer. Employer may notify such
employer that Executive is obligated by this Agreement and, at Employer's
election, furnish such employer with a copy of this Agreement or relevant
portions thereof.
ARTICLE IX.
GENERAL PROVISIONS
Section 9.1 Injunctive Relief and Additional Remedy. Executive
acknowledges that the damage that would be suffered by Employer as a result of a
breach of the provisions of this Agreement (including any provision of Articles
VII and VIII) would be irreparable and that an award of monetary damages to the
Employer for such a breach would be an inadequate remedy. Consequently, Employer
will have the right, in addition to any other rights Employer may have, to
obtain injunctive relief to restrain any breach or threatened breach or
otherwise to specifically enforce any provision of this Agreement, and Employer
will not be obligated to post bond or other security in seeking such relief.
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Section 9.2 Covenants of Articles VII and VIII Are Essential and
Independent Covenants. The covenants by Executive in Articles VII and VIII are
essential provisions of this Agreement, and without Executive's agreement to
comply with such covenants, Fishing Buddy would not have purchased the units of
membership interest in Fishing Buddy LLC owned by Executive pursuant to the
Purchase Agreement and Employer would not have entered into this Agreement or
employed or continued the employment of Executive. Employer and Executive have
independently consulted their respective counsel and have been advised in all
respects concerning the reasonableness and propriety of such covenants, with
specific regard to the nature of the business conducted by Employer.
Executive's covenants in Articles VII and VIII are independent
covenants and the existence of any claim by Executive against Employer or any of
its affiliates under this Agreement or otherwise will not excuse Executive's
breach of any covenant in Articles VII or VIII.
If Executive's employment pursuant to this Agreement expires or is
terminated, this Agreement will continue in full force and effect as is
necessary or appropriate to enforce the covenants and agreements of Executive in
Articles VII and VIII.
Section 9.3 Offset. Employer will be entitled to offset against any and
all amounts owing to Executive pursuant to this Agreement the amount of any and
all claims that Employer may have against Executive pursuant to the Purchase
Agreement.
Section 9.4 Representations and Warranties by the Executive. Executive
represents and warrants to Employer that the execution and delivery by Executive
of this Agreement do not, and the performance by Executive of Executive's
obligations pursuant to this Agreement will not, with or without the giving of
notice or the passage of time, or both (a) violate any judgment, writ,
injunction, or order of any court, arbitrator, or governmental agency applicable
to Executive; or (b) conflict with, result in the breach of any provisions of or
the termination of, or constitute a default under, any agreement to which
Executive is a party or by which Executive is or may be obligated.
Section 9.4 Obligations Contingent on Performance. The obligations of
Employer pursuant to this Agreement, including Employer's obligation to pay the
compensation provided for in this Agreement, are contingent upon Executive's
performance of Executive's obligations pursuant to this Agreement.
Section 9.5 Waiver. The rights and remedies of the parties to this
Agreement are cumulative and not alternative. Neither the failure nor any delay
by either party in exercising any right, power, or privilege pursuant to this
Agreement will operate as a waiver of such right, power, or privilege, and no
single or partial exercise of any such right, power, or privilege will preclude
any other or further exercise of such right, power, or privilege or the exercise
of any other right, power, or privilege. To the maximum extent permitted by
applicable law, (a) no claim or right resulting from this Agreement can be
discharged by one party, in whole or in part, by a waiver or renunciation of the
claim or right unless in writing signed by the other party; (b) no waiver that
may be given by a party will be applicable, except in the specific instance for
which it is given; and (c) no notice to or demand on one party will be deemed to
be a waiver of any obligation of such party or of the right of the party giving
such notice or demand to take additional action without notice or demand as
provided in this Agreement.
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Section 9.6 Binding Effect; Delegation of Duties Prohibited. This
Agreement shall inure to the benefit of, and shall obligate, the parties hereto
and their respective successors, assigns, heirs, and legal representatives,
including any entity with which the Employer may merge or consolidate or to
which all or substantially all of its assets may be transferred. The duties and
covenants of Executive pursuant to this Agreement are personal and may not be
delegated.
Section 9.7 Notices. All notices, requests, demands or other
communications pursuant to this Agreement shall be in writing or by telex or
facsimile transmission and shall be deemed to have been duly given (i) on the
date of service if delivered in person or by telex or facsimile machine
transmission (with the telex or facsimile confirmation of transmission receipt
acting as confirmation of service when sent and provide telexed or telecopied
notices are also mailed by first class, certified or registered mail, postage
prepaid); or (ii) seventy-two (72) hours after mailing by first class,
registered or certified mail, postage prepaid, and properly addressed as
follows:
If to Executive: Xxxxx Xxxxx
000 X. Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
Facsimile: 401.696.8414
If to Employer: Fishing Buddy, Inc.
0000 00xx Xxxxxx XX
Xxxxxx, XX 00000
Facsimile: 701.663.3784
With a copy to: Xxxxx Law Group
0000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
949.660.9700
Facsimile: 949.660.9010
or at such other address as the party affected may designate in a written notice
to such other party in compliance with this section.
Section 9.8 Entire Agreement; Amendments. This Agreement, the Purchase
Agreement, and the documents executed in connection with the Purchase Agreement,
specify the entire agreement among the parties with respect to the (i)
employment relationship by and among Employer and Executive, (ii) purchase by
Fishing Buddy of the units of membership interest in Fishing Buddy LLC held by
Executive and (iii) the terms and conditions of all other relationships by and
among Employer, in any capacity, and Executive, in any capacity and supersede
all prior agreements and understandings, oral or written, among the parties
hereto with respect thereto. This Agreement may not be amended orally, but only
by an agreement in writing signed by the parties hereto.
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Section 9.9 Governing Law. This Agreement will be governed by the laws
of the State of Nevada, without regard to conflicts of laws principles, and in
furtherance of such purpose the undersigned stipulates that this Agreement was
entered into in the State of Nevada.
Section 9.10 Jurisdiction. Any action or proceeding seeking to enforce
any provision of, or based on any right arising out of, this Agreement shall be
brought against either of the parties in the courts of the State of Nevada, and
each of the parties consents to the jurisdiction of such courts (and of the
appropriate appellate courts) in any such action or proceeding and waives any
objection to venue. Process in any action or proceeding referred to in the
preceding sentence may be served on either party anywhere in the world.
Section 9.11 Section and Article Headings, Construction. The headings
of sections and articles in this Agreement are provided for convenience only and
will not affect its construction or interpretation. All references to "section"
or "sections" and "article" or "articles" refer to the corresponding section or
sections and article or articles of this Agreement unless otherwise specified.
All words used in this Agreement will be construed to be of such gender or
number as the circumstances require. Unless otherwise expressly provided, the
word "including" does not limit the preceding words or terms.
Section 9.12 Severability. If any provision of this Agreement is held
invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement will remain in full force and effect. Any provision
of this Agreement determined to be invalid or unenforceable only in part will
remain in full force and effect to the extent not determined to be invalid or
unenforceable.
Section 9.13 Counterparts. This Agreement may be executed in one or
more counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.
Section 9.14 Indemnification for Negligence or Misconduct.
A. Employer shall save Employee harmless from and against and shall
indemnify Executive for any liability, loss, costs, expenses or damages
howsoever caused by reason of any injury (whether to body, property, or personal
or business character or reputation) sustained by any person or to any person or
to property by reason of any act, neglect, default or omission of Employer, and
Employer shall pay any and all amounts to be paid or discharged in case of an
action for any such damages or injuries. No provision of this section is
intended to, nor shall any provision of this section, relieve Executive from
that Executive's own act, omission or negligence.
B. Executive shall save Employer harmless from and against and shall
indemnify Employer for any liability, loss, costs, expenses or damages howsoever
caused by reason of any injury (whether to body, property, personal or business
character or reputation) sustained by any person or to any person or to property
by reason of any act, neglect, default or omission of Executive, and Executive
shall pay any and all amounts to be paid or discharged in case of an action for
any such damages or injuries. No provision of this section is intended to, nor
shall any provision of this section, relieve Employer from Employer's own act,
omission or negligence.
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IN WITNESS WHEREOF the parties have executed this Agreement of
Employment in duplicate and in multiple counterparts, each of which shall have
the force and effect of an original, on the date specified in the preamble of
this Agreement.
"EMPLOYER" "EXECUTIVE"
Fishing Buddy, Inc.,
a Nevada corporation
By: /s/ Xxxx Xxxxx /s/ Xxxxx Xxxxx
-------------------------------- ------------------------------
Xxxx Xxxxx Xxxxx Xxxxx
Its: President
