EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of September, 1, 2020 (the “Effective Date”) between NewBridge Global Ventures, Inc. (the “Corporation”), and Xxxxx Xxxxx (the “Employee”). At the Effective Date, this Agreement replaces and supersedes any and all previous employment or consulting/service agreements (both written and verbal) with NewBridge Global Ventures, Inc. (the “NBGV”) or any of its subsidiaries which will become null and void on the Effective Date. In consideration of the mutual covenants herein contained and the continued employment of Employee by Corporation, the parties agree as follows:
Duties and Scope of Employment.
Obligations. During the Term (as defined below), Employee will perform such duties faithfully and to the best of Employee’s ability in accordance with all Corporate rules and policies. Employee will devote Employee’s business efforts and time to the Corporation as required and notify the Board of any other business activities on a current basis.
the at-will nature of Employee’s employment with the Corporation. Neither Employee’s job performance nor promotions, bonuses or the like give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of such employment relationship. If Employee’s employment terminates for any reason, Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than (a) as provided by this Agreement or (b) as may otherwise be established under the Corporation’s then existing employee benefit plans or policies at the time of termination.
Bonus. Employee will receive a bonus of $10,000 upon the successful closing of the initial Qualified Financing. Employee may also be eligible for a bonus of a certain targeted amount (the “Bonus”), based on achievement of certain bonus objectives specific to Employee’s role that have been mutually agreed by Employee and the Corporation, as determined annually and in writing by February 28th of each calendar year in the discretion of the Board. The Bonus shall be paid in accordance with the bonus policies and procedures determined by the Board at the time of establishing the bonus objectives; provided that to be eligible to receive a Bonus, Employee (i) must be employed by the Corporation at the date on which such Bonus is paid by the Corporation and (ii) must not have materially breached this Agreement at any time during the period on which such Bonus is based and continuing until the time of payment of such Bonus.
Definitions. For purposes of this Agreement:
“Cause” means (A) Employee’s failure to perform his or her assigned duties or responsibilities as Employee (other than a failure resulting from the Employee’s Disability (as defined below)) 30 days after notice thereof from the Corporation describing Employee’s failure to perform such duties or responsibilities in reasonable detail; (B) Employee engaging in any act of dishonesty, fraud or misrepresentation that was or is injurious to the Corporation or its affiliates; (C) Employee’s violation of any federal or state law or regulation applicable to the business of the Corporation or its affiliates that was or is injurious to the Corporation or its affiliates; (D) Employee’s failure to cure any breach of any confidentiality agreement or invention assignment agreement between Employee and the Corporation (or any affiliate of the Corporation) within 30 days after notice thereof from the Corporation describing such breach in reasonable detail; or (E) Employee being convicted of, or entering a plea of nolo contendere to, any felony or committing any act of moral turpitude.
“Disability” means a determination by an independent medical doctor (selected by the Corporation and consented to by Employee or his legal representative, which consent will not be unreasonably withheld), after consultation with Employee’s physician and an examination of Employee, that Employee has for sixty (60) consecutive days been disabled in a manner which renders him substantially unable to perform his responsibilities as an Employee of the Corporation.
“Qualified Financing” shall mean additional financing from any third party in the aggregate amount of not less than Two Million Five Hundred Thousand Dollars ($2,500,000).
Assignment. Neither party shall assign or transfer this Agreement without the prior written consent of the other party; provided that the Corporation may assign or transfer this Agreement to any successor to the Corporation (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Corporations business or assets and such successor shall assume the Corporations obligations hereunder and agree in writing to perform such obligations. Notwithstanding the foregoing, the terms of this Agreement shall inure to the benefit of, and be enforceable by, the representatives, executors, administrators, successors, heirs, distributees, devisees, legatees and permitted assigns, as applicable, of each party.
Notices. Notices and all other communications given under this Agreement shall be in writing (including by electronic means) and shall be deemed to have been duly given on the earlier to occur of (i) receipt, (ii) personal delivery, (iii) when sent by facsimile or electronic mail (with evidence of transmission by the transmitting device), (iv) one day after being sent with a commercial overnight service or (v) four days after deposit with U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of Employee, notices shall be sent to the primary residence, facsimile and email address of Employee on file with the Corporation or such other address or number communicated to the Corporation in writing. In the case of the
Corporation, notices shall be sent to its headquarters and principal facsimile and email address or such other address or number communicated to Employee in writing.
Amendment; Waiver. No provision of this Agreement may be waived, altered, or modified unless in writing and signed by Employee and by an authorized officer of the Corporation (other than Employee). No waiver by either party of any provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of a future waiver of the same provision.
Governing Law. This Agreement shall be governed by the internal substantive laws, but not the conflicts of law rules, of the State of California.
Survival. Notwithstanding anything to the contrary in this Agreement, Sections 3 and 7 shall survive termination of this Agreement.
Acknowledgment. Employee has had the opportunity to consult independent legal counsel, has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement without duress or undue influence.
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IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the dates set forth below effective as of the Effective Date.
NEWBRIDGE GLOBAL VENTURES, INC.
By: ____________________________________
Name: Xxxxx Xxxxxx
Title: President
Date:
“EMPLOYEE”
By: _____________________________________________
Name: Xxxxx Xxxxx
Title: Controller
Date: September 1, 2020
EXHIBIT A
Confidential and Proprietary Information and Inventions Agreement
In consideration of my employment by NewBridge Global Ventures, Inc. (the “Company”), the compensation now and hereafter paid to me and access to Corporation confidential information, I, Xxxxx Xxxxx (the “Employee”), hereby agree as follows:
1.1. Recognition of the Company's Rights; Non-disclosure. At all times during my employment and for two years thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon or publish any of the Company's Confidential and Proprietary Information (defined in Section 1.2. herein), except as such disclosure, use or publication may be required in connection with my work for the Company, or unless an officer of the Company expressly authorizes such in writing, or unless and to the extent that the Company’s Confidential and Proprietary Information becomes generally known to and available for use by the public other than as a result of Employee’s acts or omissions to act, or unless such information is required to be disclosed pursuant to any applicable law, court order or other governmental body or administrative or other agency. I will obtain the Company's written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that relates to my work at the Company and/or incorporates any Confidential and Proprietary Information. I hereby assign to the Company any rights I may have or acquire in such Confidential and Proprietary Information and recognize that all Confidential and Proprietary Information shall be the sole property of the Company and its assigns unless otherwise required by law.
1.5. No Interference with NLRA or Reporting Rights. This Agreement is not intended to interfere with or restrain employee communications regarding wages, hours, or other terms and conditions of employment or to otherwise interfere with any rights Employee has under the National Labor Relations Act. This Agreement does not prohibit Employee from reporting possible legal violations to the government or from making other disclosures to the government that are protected under federal or state whistleblower provisions.
(1) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(2) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order. Further, Employee understands that in the event that disclosure of the Company’s trade secrets was not done in good faith pursuant to the above, Employee will be subject to substantial damages, including punitive damages and attorney’s fees.
I acknowledge that the Company would suffer irreparable harm if I fail to comply with this Agreement, and that the Company would be entitled to any appropriate relief, including equitable relief.
I acknowledge that without access to the Company’s Confidential and Proprietary information, I would not receive such information from other sources.
I acknowledge that I will return all of the Company’s Confidential and Proprietary Information upon termination of employment (see Section 5. herein for more detail on the return of Company documents).
I acknowledge that I have received adequate consideration for signing this Agreement.
I acknowledge that this Agreement is reasonable in scope and duration and the restrictions placed on me by the Company to protect its Confidential and Proprietary Information are reasonable.
I acknowledge that this agreement will not prevent me from finding future gainful employment in my chosen occupation.
I acknowledge the Company expended substantial time, effort, and capital to develop, maintain, and safeguard its Confidential and Proprietary Information.
I acknowledge the Company’s Confidential and Proprietary Information is unique, private, valuable, and confidential, and I will be privy to such Confidential and Proprietary Information.
I acknowledge the confidentiality covenants contained in this Agreement are independent of any other rights or responsibilities of the parties; thus, the confidentiality covenants will remain in effect even if either party breaches the other’s rights or responsibilities or initiates a claim.
2.2. Prior Inventions. Inventions, if any, patented or unpatented, that I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit 2 (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If disclosure of any such Prior Invention would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Prior Inventions in Exhibit 2 but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit 2 for such purpose. If no such disclosure is attached, I represent that there are no Prior Inventions. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions (defined in Section 2.3.) without the Company's prior written consent. Employee shall have until February 2, 2019 to finalize information on Exhibit 2 at which time the Company and Employee will each date an initial Exhibit 2 and any additional sheets.
2.4. No Information in this Section.
2.8. Enforcement of Proprietary Rights. I will assist the Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at the Company's request on such assistance. In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of any nature
whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.
I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by the Company) of all Confidential and Proprietary Information developed by me and all Company Inventions made by me during the period of my employment at the Company, which records shall be available to and remain the sole property of the Company at all times.
I represent that my performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith.
5. RETURN OF COMPANY DOCUMENTS
When I leave the employ of the Company, I will deliver to the Company any and all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information, or Confidential and Proprietary Information of the Company. I further agree that any property situated on the Company's premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company personnel at any time with or without notice. Prior to leaving, I will cooperate with the Company in completing and signing the Company's termination statement.
6. LEGAL AND EQUITABLE REMEDIES
Because my services are personal and unique and because I may have access to and become acquainted with the Confidential and Proprietary Information of the Company, to the extent permitted by law, the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement.
Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the Party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, five days after the date of mailing.
Company Address: 0 Xxxxxxxxx Xxxxxx Xxxxx 00X, Xxx Xxxxxxxxx, XX 00000
Employee Address:
8. NOTIFICATION OF NEW EMPLOYER
In the event that I leave the employ of the Company, to the extent permitted by law, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement, and that the Company may send a copy or a redacted copy of this Agreement to my new employer.
9.1. Governing Law; Consent to Personal Jurisdiction. Any dispute arising under this Agreement will be governed by the law of California and will be litigated in the appropriate state or federal court located in Alameda, California. Employee hereby submits to the jurisdiction of such courts in the event of any such dispute.
discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the Party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.
This Agreement shall be effective as of the Effective Date of my Employment Contract with NewBridge Global Ventures Inc., namely: September 1, 2020.
I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I UNDERSTAND I HAVE THE RIGHT TO OBTAIN AN ATTORNEY AT MY EXPENSE TO REVIEW THIS AGREEMENT BEFORE ACCEPTING IT. I WAS NOT COERCED IN ANY MANNER TO SIGN THIS AGREEMENT.
Dated: September 1, 2020
Signature
Xxxxx Xxxxx
ACCEPTED AND AGREED TO, NEWBRIDGE GLOBAL VENTURES, INC.:
By:_____________________
Signature of Authorized Director
Xxxxx Xxxxxx
President