EXHIBIT 10.3
FORTUNET INC.
EXEMPT
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into on the 10th day of January, 2005 by
and between FortuNet Inc. ("Company") a Nevada Corporation having a principal
place of business located at 0000 X. Xxxxxxxx Xxxxx, Xxx Xxxxx, XX 00000 and
Xxxxxxx X. Xxxxxxx, XX. an individual residing at 0000 X. Xxxxx #000, Xxx Xxxxx,
XX 00000 ("EMPLOYEE").
WITNESSETH:
WHEREAS, Company desires to employ Employee in the position of CONTROLLER
and Employee is willing to work for Company in that position.
NOW, THEREFORE, Company and Employee, in consideration of the premises and
mutual covenants contained herein, including but not limited to the salary set
forth in paragraph 3, agree as follows:
1. Current Employment: Company agrees to employ Employee and Employee
agrees to serve Company in the position set forth above and/or to
perform such services for Company as may be assigned by Company
management or officers, in accordance with the terms herein set forth.
2. Exclusive Service and Best Efforts: Except as otherwise provided in
writing, Employee shall devote his or her full time and best efforts
to the performance of Employee's duties for Company, and shall
faithfully adhere to Company's business policies and procedures.
During the term of this Agreement, Employee shall not, at any time or
place, either directly or indirectly, provide services in Employee's
professional capacity to any extent whatsoever except under the terms
of this Agreement. All fees or other income attributable to services
by Employee in Employee's professional capacity during the term of
this Agreement shall belong to and inure to the benefit of Company.
3. Salary: Unless otherwise agreed to in writing, Company will compensate
Employee for Employee's service as follows: Company will pay Employee
an annual salary of Seventy Thousand Dollars ($70,000.00).
4. Expenses: Company shall reimburse Employee for reasonable expenses
incurred by Employee on behalf of the Company in the performance of
Employee's duties, if and to the extent approved by an appropriate
officer of Company. Employee shall furnish Company with the
appropriate documentation required by the Internal Revenue Code and
Regulations in connection with such expenses.
5. Benefits: Employee shall be entitled to participate in any employee
benefit plans which are maintained or established by Company for its
employees, the terms and duration of which shall be determined at the
discretion of the Company.
6. Vacations: Employee shall be entitled to vacation in accordance with
Company policy.
7. Termination of Employment: This Agreement may be terminated
immediately at the option of and by notice from Company or Employee.
Unless previously terminated, this Agreement shall be terminated by
Employee's death. Upon the termination of this Agreement, regardless
of the reason, all rights and obligations of Company and Employee
under this agreement shall be terminated, except that all of the
obligations of Employee set forth in paragraphs 8, 9, 10, 11, and 12
hereof shall continue in effect for their full duration, as specified
below.
8. Nondisclosure: Employee recognizes and acknowledges that during the
course of his or her employment by Company, Employee will gain access
to confidential information of Company, and that irreparable harm to
Company would result if such confidential information came to be known
by the Competitors of Company. For the purpose of this paragraph,
confidential information is any information that the Company endeavors
to keep confidential, including but not limited to: financial,
organizational, or operational information; customer lists; marketing
plans; employee lists; trade secrets; proprietary information; or any
such information provided by a third party to Company in confidence.
In view of the above, Employee will not, at any time before or after
the termination of this Agreement, either directly or indirectly, make
known, reveal, divulge, make available, furnish or use any
confidential information of Company, except in furtherance of
Employee's duties on behalf of Company. Upon Company's demand,
Employee will provide to Company any records, including all copies, in
Employee's possession containing Company's confidential information,
or records which are the property of Company.
9. Non-competition: During the term of this Agreement and for two (2)
years thereafter, Employee shall not, without the prior written
consent of Company, either directly or indirectly, operate, perform
any advisory or consulting services for, invest in (other than stock
in a publicly-held corporation which is traded on a recognized
securities exchange or over-the-counter, provided that the ownership
of such equity interest does not give Employee the right to control or
substantially influence the policy or operational decisions of such
corporation), or otherwise become associated with in any capacity any
company, proprietorship, or other entity which develops, manufactures,
sells, or distributes bingo or lottery products or performs bingo or
lottery services in competition with Company within market areas that
are, or were at any time during the most recent two years of Employees
employment with Company, within Employee's area of responsibility.
10. Non-solicitation and Noninterference: Employee shall not, at any time
during the term of this agreement or for two (2) years thereafter,
without the prior written consent of Company, directly or indirectly,
solicit, encourage or induce any employee, agent, or other
representative or associate of Company to terminate its relationship
with Company, or in any way, directly or indirectly, interfere or act
to the detriment of such a relationship or any relationship between
Company and any of its suppliers or customers.
11. Remedy for Certain Breaches: Employee acknowledges that the
obligations set forth in paragraphs 8, 9 and/or 10 hereof are required
for the reasonable protection of Company. Employee further
acknowledges and agrees that a breach of those obligations and
agreements will result in immediate and irreparable damage to Company
for which there will be no adequate remedy at law, and agrees that in
the event of any breach of said obligations, Company, and its
successors and assigns, shall be entitled to injunctive relief
(including but not limited to an ex parte temporary restraining order)
and to such other and further relief as is proper in the
circumstances.
12. Rights: Employee acknowledges and agrees that any procedure, design
feature, schematic, invention, improvement, development, discovery,
know how, idea, concept, or the like (whether or not patentable,
registrable under trademark or copyright laws, or otherwise
protectable under similar laws) that Employee may conceive of,
suggest, make, invent, develop or implement, during the course of
service pursuant to this Agreement (whether individually or jointly
with any other person or persons), relating in any way tot he business
of Company or to the general industry of which company is a part, as
shall all physical embodiments and manifestations thereof, and all
patent rights, trademarks, copyrights (or applications thereof) and
similar protections therein (all of the foregoing referred to as "Work
Product"), shall be the sole, exclusive and absolute property of
Company. All Work Product shall be deemed to be works for hire, and to
the extent that
any Work Product may not constitute a work for hire, Employee hereby
assigns to Company all right, title and interest in, to and under such
Work Product, including without limitation, the right to obtain such
patents, trademark registrations, copyright registrations or similar
protections as Company may desire to obtain. Employee will immediately
disclose all Work Product to Company and agrees, at any time, upon
Company's request and without additional compensation, to execute any
documents and otherwise to cooperate with Company respecting the
perfection of its right, title and interest in, to and under such Work
Product, and in any litigation or controversy in connection therewith,
all expenses incident thereto to be borne by Company.
13. Reformation of Agreement: Severability: In the event that any
provision in paragraphs 8, 9, 10, 11 and/or 12 shall be found by a
court of competent jurisdiction to be invalid or unenforceable, such
court shall exercise its discretion in reforming such provision to the
end that Employee shall be subject to nondisclosure, non-competition,
non-solicitation, and noninterference covenants that are reasonable
under the circumstances and enforceable by Company. In the event that
any other provision of this Agreement is found to be invalid or
unenforceable to any extent for any reason, it is the agreed-upon
intent of the parties hereto that all remaining provisions of this
Agreement shall remain in full force and effect to the maximum extent
permitted and that this Agreement shall be enforceable as if such
invalid or unenforceable provision had never been a part hereof.
14. Assignment: This Agreement and the obligations hereunder may not be
assigned or transferred by Employee without the prior written consent
of Company, which may be unreasonably withheld. Company may not assign
or transfer this Agreement and the obligations hereunder except to any
of its parent, subsidiary, or other afffiliated or related
corporations or business entities, or when such assignment or transfer
is made pursuant to the sale, transfer, merger, or consolidation of
such corporations or a business segment thereof.
15. Notice: Any notice required to be given under the provisions of this
Agreement shall be in writing and sent by certified mail to the
recipient's last known address. All notices to Company should be
addressed to the attention of the Legal Department. Such notice shall
be effective when mailed.
16. Entire Agreement; Amendments; Waivers: This Agreement contains the
entire agreement between the parties, and supersedes any and all prior
agreements, understandings or representations, oral or written. It may
not be changed orally, but only by express terms, in writing, signed
by each of the parties and approved by the President of the Company.
The covenants of paragraphs 8, 9, 10, 11 and/or 12 of this Agreement
may be waived only by written instrument specifically referring to
this Agreement, and executed by the party waiving compliance. The
failure of Company at any time or from time to time to require
performance of any of Employee's obligations under this Agreement
shall in no manner affect Company's right to enforce any provisions of
this Agreement at a subsequent time, and the waiver by Company of any
right arising our of any breach shall not be construed as a waiver of
any right arising our of any subsequent breach.
17. Construction: This Agreement shall be governed in all respects,
whether as to validity, construction, capacity, performance, or
otherwise, by the laws of the State of Nevada. The paragraph headings
used in this Agreement are solely for convenience and shall not
affect, or be used in connection with, the interpretation of this
Agreement.
I, XXXXXXX X. XXXXXXX, XX., having read and understood this Employment Agreement
and agreeing to fully comply with the same, do hereby accept this offer of
employment.
DATED this 10 day of JAN, 2005.
/s/ Xxxxxxx X. Xxxxxxx, Xx. Employee
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/s/ Xxxx Xxxxx Xxxx Xxxxx, as President of FortuNet, Inc.
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