Exhibit 10.2
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EMPLOYMENT AGREEMENT
This Agreement is made and effective this 1st day of April 2007 by Pop
Starz Records, Inc., a Florida corporation, with its principal place of business
at 0000 Xxxxxxxx Xxxx. # 000 Xxxx Xxxxx, Xx. 00000 ("Pop Starz Records"), and
Francisco Del, whose address is 3921 N. Meridian Ave. Apt "A" Xxxxx Xxxxx, XX.
00000 ("Del")
WHEREAS, Pop Starz Records is engaged in the business of developing,
producing, licensing, acquiring and distributing recorded music, primarily in
the currently popular Hip Hop and Pop genre (the "Business"); and
WHEREAS, Pop Starz Records wishes to retain Del, and Del wishes to be
retained in such capacity and perform certain services for Pop Starz Records, 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. Pop Starz Records hereby retains Del as Vice-President Director of
Music, and Del hereby accepts such engagement, under the conditions and
requirements specified herein, as an employee of Pop Starz Records, with such
duties and responsibilities as may reasonably be assigned pursuant to this
Agreement.
3. Del's principal duties shall include scouting new artists and then
(to some extent) helping develop those artists after a recording and/or
development contract has been signed by writing, producing, promoting and
distributing songs on behalf of Pop Starz Records and its Artists as well as
developing relationships with songwriters, song producers, song promoters, album
distributors and such other responsibilities as may be reasonably designated by
Pop Starz Records to enhance and promote the Business.
4. Del shall work a minimum of 40 hours per calendar week in South
Florida with Pop Starz Records providing suitable working conditions, currently
at 0000 Xxxx Xxx. Xxxxx Xxxxx, Xx. PH19. Del's compensation shall be $ 3000 per
month. Del shall be entitled to additional compensation on any songs he writes
and/or produces at a rate of 50% what Pop Starz Records would have paid to an
outside Writer and/or Producer. After the completion of 30 days with Pop Starz
Records, Del shall be provided health insurance coverage for which Pop Starz
Records shall pay fifty percent (50%) and Del shall pay fifty percent ( 50% ).
After the completion of one year with Pop Starz Records calculated from the one
year anniversary of this Agreement as Pop Starz Records Vice-President Director
of Music, Del shall be entitled to $ 10,000 worth of shares of Pop Starz Records
common stock common stock as calculated by the average monthly closing bid price
for the year that the shares were earned or if trading does not exist at that
time the shares were earned then at the last contemporaneous sales price. After
the completion of two years with Pop Starz Records calculated from the two year
anniversary of this Agreement as Pop Starz Records Vice-President Director of
Music, Del shall be entitled to $ 15,000 worth of shares of Pop Starz Records
common stock common stock as calculated by the average monthly closing bid price
for the year that the shares were earned or if trading does not exist at that
time the shares were earned then at the last contemporaneous sales price. After
the completion of three years with Pop Starz Records calculated from the three
year anniversary of this Agreement as Pop Starz Records Vice-President Director
of Music, Del shall be entitled to $ 20,000 worth of shares of Pop Starz Records
common stock common stock as calculated by the average monthly closing bid price
for the year that the shares were earned or if trading does not exist at that
time the shares were earned then at the last contemporaneous sales price. Del
shall receive a signing bonus on of 150,000 shares of Pop Starz Inc. (pink
sheets "PSRZ") common stoc on January 1st 2007 as an advance towards his first
year as Vice-President Director of Music subject to forfeiture on a pro-rata
basis if Del does not complete the first year.
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5. Del acknowledges that this Employment Agreement is "at will," and
the parties agree that this agreement may be terminated by either party upon two
(2) week's written notice if "without cause" (for any reason whatsoever). Pop
Starz Records shall also have the right to terminate this agreement "for cause."
For purposes of this agreement, "cause" shall include the inability of Del,
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 Del
to follow the directions of Pop Starz Records board of directors or executive
officers; dishonesty; theft; or conviction of a crime.
6. Del acknowledges that he will have access to significant
Confidential and Propriety Information of Pop Starz Records including client and
vendor names, Pop Starz Records 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 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. Del further
acknowledges that all such Confidential and Propriety Information is of unique
and great value to Pop Starz Records, and is essential to Pop Starz Records
preservation of its Business and goodwill. Accordingly, Del 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 Del
will not misappropriate, or otherwise disclose (directly or indirectly) to any
third party without the written permission of Pop Starz Records, any such
Confidential and Propriety Information. In the event Del is required to make
disclosure pursuant to any state or federal law or pursuant to proper court or
similar governmental order, Del shall provide Pop Starz Records with at least
twenty (20) days' prior written notice of such required disclosure so that Pop
Starz 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. Del further agrees that any and all products, designs, talent
development techniques, art works and work product of any nature whatsoever
developed by Del or anyone at Pop Starz Records, whether or not during working
hours and which has or may have applicability to any aspect of Pop Starz Records
Business, as determined by Pop Starz Records in its sole discretion
(collectively "Work Product"), shall be the sole and exclusive property of Pop
Starz Records, and Del hereby irrevocably conveys to Pop Starz Records all of
Del's right, title and interest in and to all Work Product which may be
developed during his employ by Pop Starz Records. All songs written and/or
produced by Del during his employment by Pop Starz Records have to be offered to
Pop Starz Records. If Pop Starz Records passes on the song, Del becomes free to
do whatever he wants with the song or songs after his employment with Pop Starz
Records has been terminated for 90 days. During said 90 day period, Pop Starz
Records can claim any of Dels songs by paying the 50% rate and Del must complete
the production thereto and deliver the master to Pop Starz Records with no claim
of ownership in any capacity forever.
8. Del agrees that while this agreement is in effect and for a period
of one (1) year following termination hereof, Del will not in any way compete
with the Business of Pop Starz Records within one-hundred (100) miles of Pop
Starz Records and/or Pop Starz Records affiliated entities offices and
facilities, including that Del will not solicit any current of former employee
of Pop Starz Records or any of Pop Starz Records actual or prospective artists,
clients, vendors, licensees, choreographers, instructors, 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
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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 Palm Beach County, Florida, and the prevailing
party shall be entitled to reasonable costs and attorney's fees. This agreement
is a personal ervices contract and may not be assigned by Del without the prior
written consent of Pop Starz Records.
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 Pop Starz Records.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
Pop Starz Records, Inc.
/s/ _______________
By: Xxxxxxx Xxxxxx
Interim President
/s/ _______________
Francisco Del
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