EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This Agreement is made and effective the 1st day of January 2010 by Alpha
Music Mfg. Corp., a Florida corporation, with its principal place of business at
0000 XX 00xx Xxx. Xxx "X" Xxxxxxxxxx, XX 00000 ("ALPHA"), and Xxxxxxx Xxxxx,
whose address is 0000 XX 00xx Xxx. Xxx "X" Xxxxxxxxxx, XX 00000 ("Xxxxx")
WHEREAS, ALPHA's primary business objective consists of offering the
services of Audio CD/CD Rom duplication and replication, DVD duplication and
Vinyl record pressing (the "Business"); and
WHEREAS, ALPHA wishes to retain Xxxxx, and Xxxxx wishes to be retained
in such capacity and perform certain services for ALPHA, to promote the
interests of the business;
NOW THEREFORE, in consideration of the promises contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged by each party, the parties, intending to be legally bound,
hereby agree as follows:
1. The above recitals are true and correct and incorporated herein
by reference.
2. ALPHA hereby retains Xxxxx as Plant Engineer and Production
Manager and Xxxxx hereby accepts such engagement, under the conditions and
requirements specified herein, as an employee of ALPHA, with such duties and
responsibilities as may reasonably be assigned pursuant to this Agreement.
3. Xxxxx'x principal duties shall include Plant Engineer and
Production Manager and such other responsibilities as may be reasonably
designated by ALPHA's Board of Directors to enhance and promote the Business.
4. Xxxxx shall work full time commencing January 1st 2010 at
compensation of $ 1000 net per month which shall be paid from operating capital
and not investment capital use of proceeds with ALPHA providing suitable working
conditions.
5. Xxxxx acknowledges that this Employment Agreement is "at will,"
and the parties agree that this agreement may be terminated by either party upon
two (2) months written notice if "without cause" (for any reason whatsoever).
ALPHA shall also have the right to terminate this agreement "for cause." For
purposes of this agreement, "cause" shall include the inability of Xxxxx,
through sickness, absence or other incapacity, to perform the duties required
under this agreement for a period in excess of one (1) month; the refusal of
Xxxxx to follow the directions of ALPHA board of directors or executive
officers; dishonesty; theft; or conviction of a crime.
6. Xxxxx acknowledges that he will have access to significant
Confidential and Propriety Information of ALPHA including client and vendor
names, ALPHA talent development services and techniques, and any information,
formula, pattern, compilation, program, device, method, technique, or process
that: (a) derives independent economic value, actual or potential, from not
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being generally known to, and not being readily ascertainable by proper means
by, other persons who can obtain economic value from its disclosure or use; and
(b) is the subject of efforts that are reasonable under the circumstances to
maintain its secrecy. Xxxxx further acknowledges that all such Confidential and
Propriety Information is of unique and great value to ALPHA, and is essential to
ALPHA preservation of its Business and goodwill. Accordingly, Xxxxx agrees that
all such Confidential and Propriety Information will be acquired under
circumstances giving rise to a duty to maintain its secrecy or limit its use,
and that Xxxxx will not misappropriate, or otherwise disclose (directly or
indirectly) to any third party without the written permission of ALPHA, any such
Confidential and Propriety Information. In the event Xxxxx is required to make
disclosure pursuant to any state or federal law or pursuant to proper court or
similar governmental order, Xxxxx shall provide ALPHA with at least twenty (20)
days' prior written notice of such required disclosure so that ALPHA may take
such actions, as it may deem necessary or appropriate. This provision shall
survive termination of this agreement for a period of one (1) year.
7. Xxxxx further agrees that any and all products, designs, talent
development techniques, art works and work product of any nature whatsoever
developed by Xxxxx or anyone at ALPHA, whether or not during working hours and
which has or may have applicability to any aspect of ALPHA's Business, as
determined by ALPHA in its sole discretion (collectively "Work Product"), shall
be the sole and exclusive property of ALPHA, and Xxxxx hereby irrevocably
conveys to ALPHA all of Xxxxx'x right, title and interest in and to all Work
Product which may be developed during his employ by ALPHA.
8. Xxxxx agrees that while this agreement is in effect and for a
period of one (1) year following termination hereof, Xxxxx will not in any way
compete with the Business of ALPHA within one-hundred (100) miles of ALPHA
and/or ALPHA affiliated entities offices and facilities, including that Xxxxx
will not solicit any current of former employees of or any of ALPHA's actual or
prospective clients, vendors, licensees, songwriters, song producers, song
promoters, album distributors, etc...
9. Time is of the essence of this agreement. This agreement is made
in the State of Florida and shall be governed by Florida law. This is the entire
agreement between the parties and may not be modified or amended except by a
written document signed by the party against whom enforcement is sought. This
agreement may be signed in more than one counterpart (including by facsimile),
in which case each counterpart shall constitute an original of this agreement.
Any paragraph headings are for convenience only and are not intended to expand
or restrict the scope or substance of the provisions of this agreement. Wherever
used herein, the singular shall include the plural, the plural shall include the
singular, and pronouns shall be read as masculine, feminine or neuter as the
context requires. The provisions of this agreement shall be deemed severable, in
whole or in part. Any dispute arising out of or relating to this agreement will
be resolved in the courts of Broward County, Florida, and the prevailing party
shall be entitled to reasonable costs and attorney's fees. This agreement is a
personal services contract and may not be assigned by Xxxxx without the prior
written consent of ALPHA.
10. Nothing in this Agreement shall be construed or shall constitute
a partnership, joint venture, agency, or lessor-lessee relationship; but,
rather, the relationship established hereby is that of an employee of ALPHA.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
Alpha Music Mfg. Corp. Xxxxxxx Xxxxx
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By: Xxxxxxx Xxxxx By: Xxxxxxx Xxxxx
President
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