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Exhibit 10.9
THIS AGREEMENT is entered into on _____________ BY AND BETWEEN:
1. EL SITIO, domiciled at _____________________, ______,
_______, herein represented by ________________ (THE "EMPLOYER"); and
2. ____________ domiciled at ________________ (THE "EMPLOYEE").
WHEREAS, IT IS HEREBY AGREED AS FOLLOWS:
DEFINITIONS
1.1 For purposes of this Agreement, the following expressions
will have the meanings stated below:
THE "EMPLOYMENT" will be the position of
__________________________ as set forth in this Agreement.
THE "GROUP" will mean EL SITIO, INC. (a British Virgin Islands
international business company) and the Group Companies.
THE "GROUP COMPANIES" will mean any controlled or controlling
company of El Sitio, Inc. and any controlled company of such controlling
company, in terms of __________________.
"DISMISSAL WITHOUT CAUSE" will mean any unilateral decision of
the EMPLOYER to terminate the employment relationship without expressing
any cause therefor.
"JUST CAUSE FOR DISMISSAL" will mean any non-observance by the
EMPLOYEE of the obligations assumed in the employment relationship that
constitutes damage and which, due to its seriousness, does not allow for
the continuation of the relationship between the EMPLOYEE and the
EMPLOYER.
"EMPLOYEE'S RESIGNATION" will mean any unilateral declaration of
the EMPLOYEE's will, notified by certified telegram or through the
competent Labor Authority, by which the EMPLOYEE serves notice to the
EMPLOYER of his decision to cancel the present Employment Agreement.
"TOTAL AND PERMANENT DISABILITY OF THE EMPLOYEE" will mean any
physical or mental disease confirmed by the EMPLOYER and suffered by the
EMPLOYEE, which
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prevents him from performing his duties on a normal and/or adequate
basis pursuant to this Agreement for a period of at least 12 months.
1.2 Reference to "clauses" will refer to the clauses of this
Agreement.
1.3 Headings of Clauses are only included for the sake of
convenience and will not affect the interpretation of this Agreement.
1.4 The terms and wording of this Agreement will be construed and
interpreted according to the Argentine labor legislation.
1.5 Any reference to a written provision will be considered as
including a reference to the amendment or new approval thereof.
APPOINTMENT
2.1 The EMPLOYER will employ the EMPLOYEE, and the latter
undertakes to act as ______________, subject to the terms and conditions set
forth in this Agreement.
TERM OF AGREEMENT
3.1 This Agreement will be considered as initiated on
_____________.
SCOPE OF EMPLOYMENT
4.1 The EMPLOYEE will be employed at first by EL SITIO as
_____________ ________________________________________, to which effect he may
be required to perform similar functions in any other Group Company.
4.2 The _____________________________________ will have the
following functions:
4.2.1 ______________________________________________;
4.2.2 ______________________________________________;
4.3 The _________________ shall:
4.3.1 Fully devote his time, attention and capacity to
compliance with his duties or obligations;
4.3.2 Faithfully and diligently perform such duties
consistent with his position as may be from time to time assigned to him;
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4.3.3 To obey any reasonable and lawful direction
instructions issued by the Board of Directors of EL SITIO INC.
4.3.4 To comply with all rules, regulations, policies and
procedures as may from time to time be issued by the EMPLOYER or any Group
Company.
4.4 The EMPLOYER hereby reserves the right to request from the
EMPLOYEE to perform other duties corresponding to a position of equivalent
hierarchy, be it in addition to or in replacements of the specifications
mentioned in point 4.2.
4.5 The EMPLOYER may, with the agreement of the EMPLOYEE,
transfer this Agreement at any time to any Group Company, in which case the
EMPLOYEE's seniority in the company to which his agreement is transferred will
be considered for employment purposes as from his starting date with EL SITIO
INC.
HOURS AND PLACE OF WORK
5.1 The EMPLOYEE will work during such hours as may be necessary
for the proper development of his duties.
5.2. The EMPLOYEE's place of work will be initially
_____________________ _____________________, but the EMPLOYER will be entitled
to ask the EMPLOYEE to work at any place within the _________________ or abroad.
In such case, the EMPLOYEE will be served reasonable advance notice.
COMPENSATION
6.1 The EMPLOYER will pay to the EMPLOYEE an annual gross
compensation of $___________________________________, to be paid as followings:
6.1.1 The EMPLOYER will pay to the EMPLOYEE a monthly
gross compensation of
_______________________________.
6.1.2 Additionally, and according to _________ of
___________, the EMPLOYER will pay to the EMPLOYEE
a gross amount of _________________________ as a
complementary annual bonus. This sum will be paid
to the EMPLOYEE in ________ parts:
________________________________.
6.2 The compensation mentioned in Clause 6.1 will include any fee
to which the EMPLOYEE may be entitled by the activities developed for the
EMPLOYER or any Group Company.
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6.3 The EMPLOYEE together with his spouse and children, will
enjoy the benefits of a medical plan chosen by the EMPLOYER.
6.4 All payments and benefits described in Clause 6.1, as
applicable, are gross amounts, that is to say without any deduction of income
tax and social security contributions or any other deduction or charge by the
EMPLOYEE which might be established in the future.
6.5 The EMPLOYER hereby guarantees to the EMPLOYEE, as from
signing of this agreement, a paid annual vacation which will consist of 20
working days per year, which period may be divided and distributed during the
whole year, and organized for convenience of both the EMPLOYEE and the Company.
DUTIES OF THE EMPLOYEE
7.1 Apart from those obligations set forth in ________, those set
forth separately and those which might be set forth by EMPLOYER, the EMPLOYEE
will have the duties indicated in this chapter.
7.2 The EMPLOYEE must cooperate with those employees of the
EMPLOYER of the same hierarchy in the management of the business of EL SITIO or
any other of the Group Companies. For description purposes and without any
limitation it is understood that the EMPLOYEE's duly to cooperate consists of
applying all resources and means at his disposal for achieving the established
goals in all matters requiring his participation. Non compliance with the duly
to cooperate as set forth herein by the EMPLOYEE will be considered a serious
default which authorizes the termination of the employment contract in terms of
________ of the __________________.
7.3 For the purposes of the above clause, employees of the same
hierarchy as the _______________________ are the ______________________________,
the ____________________________ and the ____________________________.
INDEMNIFICATION
8.1 In case of termination of the Employment Agreement due to a
dismissal without cause decided by the EMPLOYER, the Parties hereby agree to fix
a indemnification in favor of the EMPLOYEE -subject to compliance with the
conditions set forth herein- for an amount equivalent to the remunerations that
would have been paid to the EMPLOYEE as gross monthly salary during __ months,
according to the provisions of Clause 8.2.
8.2 For purposes of Clause 8.1, the indemnification payable to
the EMPLOYEE as gross monthly salary during __ months, will be calculated
according to the provisions of Clause 6.1.1. This amount includes any sums
payable to the EMPLOYEE as seniority compensation, indemnification for lack of
notice and payment of one-month notice of dismissal.
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8.3 Payment of the indemnification mentioned in Clause 8.1, will
be made within 5 working days following the date of the notification of the
dismissal.
8.4. The indemnification set forth in Clause 8.1 will not be
payable if the labor relationship is terminated due to:
8.4.1 Just Cause for Dismissal.
8.4.2 EMPLOYEE's resignation.
8.4.3 Assignment of the Agreement to any Group Company.
8.4.4 Abandonment by the EMPLOYEE of his place of work,
by mutual agreement or by the concurrent will of
the parties, or due to retirement, death,
disqualification or absolute and permanent
incapacity of the EMPLOYEE.
8.5. In the event that during the year following termination of
the labor relationship, the EMPLOYEE should fail to comply with the
non-competition obligation or with the confidentiality undertaking, he shall
forfeit all of his rights to indemnification set forth in this Agreement, and he
shall be obliged to return to the EMPLOYER any amounts he might have under any
provision of this Agreement which are more favorable conditions for the EMPLOYEE
than the legally required compensation, this being irrespective of the right of
the EMPLOYER to bring legal action as it may deem convenient for any damages
caused by such non-compliance.
VIOLATION OF NON-COMPETE AND CONFIDENTIALITY DUTIES
9.1 Non-compliance by the EMPLOYEE with the assumed
non-competition and confidentiality duties generates the obligation to indemnify
the EMPLOYER for the damages suffered.
INVENTIONS AND OTHER INTELLECTUAL PROPERTY
10.1 The parties hereby state that the EMPLOYEE may carry out
inventions or create other intellectual property in the performance of his
duties according to this Agreement and agree that the EMPLOYEE has, to this
respect, a special responsibility to xxxxxx the interests of the EMPLOYER and
the Group Companies.
10.2 Any invention, improvement, design, process, information,
copyright, work, trademark or trade name or presentation of goods carried out,
created or discovered by the EMPLOYEE during his employment (be it subject to
patent or registration) which may arise from industrial processes, methods or
installations owned by the EMPLOYER, jointly with or which may by any way affect
or be related to the business of any Group Company or which may be used or
adapted for use therein or in connection therewith, must be disclosed to the
EMPLOYER or to such Group Company as may be determined by the EMPLOYER.
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10.3 The EMPLOYEE shall, when so request by the EMPLOYER and at
the expense of the EMPLOYER or of any other Group Company as the EMPLOYER may
determine:
(a) apply for or join the EMPLOYER in applying for patents or
other form of protection or registration in Argentina and elsewhere in
the world for such invention, improvement, design, information, work,
trademark, trade name or presentation of the goods as mentioned above;
and
(b) subscribe and complete all necessary instruments and acts to
formalize such patents or other protection so obtained, in order to
appoint the EMPLOYER or the Group Company or such other person as the
EMPLOYEE may decide, as the only and absolute beneficiary thereof.
10.4 The EMPLOYEE hereby irrevocably and unconditionally waives
any right in relation to his authorship or copyright over any work in existence
or to be made in the future during the course of his employment, anywhere in the
world, including, without limitation:
(a) the right conferred so as to be identified as the author of
such work; and
(b) the right conferred so as not to submit such work to an
inappropriate treatment.
10.5 The EMPLOYEE hereby irrevocably appoints the EMPLOYER as his
proxy to subscribe and execute any document or act and in general to use his
name for purposes of granting the EMPLOYER the full benefit of this clause.
Any member of the EMPLOYER's Board of Directors may issue a
written and signed certificate, which will be sufficient and conclusive evidence
against the third parties of the appointment referred to above.
PRIOR LABOR CONTRACTS
11.1 This Agreement will substitute any prior letter of
appointment, labor contract or prior undertaking, be it written, oral or
implied, related to the employment of the EMPLOYEE with the EMPLOYER or any
other Group Company.
DOMICILE
12.1 Any change of domicile made by the EMPLOYEE must be
evidenced in writing to the EMPLOYER, and domicile indicated at the beginning of
this Agreement will be valid for any notification until a change has been
notified.
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APPLICABLE LAW
13.1 In all matters not stipulated herein, the employment
relationship will be governed by the labor laws of _________, and most
especially ______________________.
JURISDICTION
14.1 The Parties hereby agree to submit their disputes to the
Court of _________ ____________________________________________, thus waiving
any other court or jurisdiction.
In view whereof, two copies of this same document are signed on
____________.
__________________________
By El Sitio
Name:
Capacity:
The EMPLOYEE
Name:
