EXHIBIT 10.24
CONSENT AND ASSIGNMENT AGREEMENT
This CONSENT AND ASSIGNMENT AGREEMENT (the "Agreement") is entered into as of
October 1, 1996, by and among PSW TECHNOLOGIES, INC., PENCOM SYSTEMS
INCORPORATED ("PSI") and Xxxxxx Xxxxxxxx ("Employee").
WHEREAS, PSI and Employee entered into that certain Employment Agreement dated
September 15, 1994 (the "Employment Agreement") attached hereto as Exhibit A,
pursuant to which PSI agreed to employ Employee on the terms and conditions
contained therein.
WHEREAS, PSI desires to assign the benefits and the burdens of the Employment
Agreement to PSW, and PSW desires to accept such as an assignment.
NOW, THEREFORE, for good and valuation consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. PSI hereby assigns to PSW, and PSW hereby accepts, all of PSI's right,
title and interest under the Employment Agreement, including but not
limited to all the benefits and burdens of the Employment Agreement.
2. Employee hereby consents to the assignment of the Employment Agreement from
PSI to PSW.
3. This Agreement shall be governed by and construed under the laws of the
State of Texas.
4. This Agreement, together with the Employment Agreement, constitute the full
and entire understanding and agreement among the parties with regard to the
subjects hereof and thereof.
5. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective legal representatives, successors and
assigns.
6. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this CONSENT AND ASSIGNMENT
AGREEMENT to be executed as of the day and year first above written.
PENCOM SYSTEMS INCORPORATED
/s/ Xxxxxxxx Xxxxxxx, Esq.
--------------------------
Xxxxxxxx Xxxxxxx, Esq.
General Counsel
PSW TECHNOLOGIES, INC.
/s/ W. Xxxxx Xxxx
------------------------
W. Xxxxx Xxxx
President and CEO
/s/ Xxxxxx Xxxxxxxx
------------------------
Employee
EXHIBIT A
EMPLOYMENT AGREEMENT
This agreement, entered into this 15th day of September, 1994, between PENCOM
SOFTWARE (PSW), a division of PENCOM SYSTEMS INCORPORATED, a New York
corporation and Xxxxxx Xxxxxxxx (herein after referred to as "EMPLOYEE").
1. PSW hereby employs EMPLOYEE in the position of Regional Sales
Representative.
2. EMPLOYEE shall receive a salary of $20,000.00 per annum, paid in
twenty-four (24) equal semi-monthly installments of $833.33. EMPLOYEE shall
receive the benefits set forth in the "Benefits Package" as amended from
time to time.
3. EMPLOYEE will devote his or her full business time and best efforts to PSW,
will provide technical services on such projects or to such clients as PSW
designates, and will perform such administrative duties related to his or
her other duties as PSW may reasonably assign.
4. EMPLOYEE agrees not to disclose to third parties, or to use for his or her
own benefit, information, materials or other property (including without
limitation, source code, object code, design documents, test suites,
protocols, other computer related information, the customer list, billing
rates, methods of doing business or other materials marked confidential)
belonging to PSW, or its clients. All information gained as a result of
this Agreement is confidential and such information shall not be disclosed
to third parties. EMPLOYEE further agrees that upon termination he or she
will return to PSW all such information and material in his or her
possession. This paragraph shall survive the expiration or termination of
this Agreement.
5. EMPLOYEE shall not during the term of this Agreement, and for a period of
one year thereafter, directly or indirectly:
a. Solicit or induce any employee or consultant of PSW to terminate his or her
employment.
b. Solicit or induce any customer of PSW to terminate its business
relationship with PSW, including firms that have been customers of PSW
within the twelve (12) months preceding EMPLOYEE'S termination.
c. Accept any opportunity (whether of a contract or full-time employment) with
a PSW client if Employee learned about the opportunity in the course of
Employee's employment by PSW.
6. EMPLOYEE agrees to disclose to PSW in writing any and all documentation,
inventions, improvements or discoveries which arise out of his or her
employment with PSW.
7. All copyrightable work is "work for hire" and EMPLOYEE hereby assigns to
PSW all rights and interest in any copyrightable work, invention or idea
made or conceived while in the performance of any job-related duties during
the term of this Agreement. EMPLOYEE will execute any documents, and at
PSW's expense provide any cooperation reasonably necessary to create or
record any such transfer of ownership.
8. EMPLOYEE represents that EMPLOYEE has the right to enter into this
Agreement without infringing any prior agreement to which EMPLOYEE is a
party; that all deliverable work provided hereunder will be original and
will not infringe any copyright, patent or other intellectual property
right; that the EMPLOYEE is an American citizen or legal permanent resident
of the United States and, at the same time this Agreement is signed, will
sign an I-9 form and will provide to PSW the documentation required.
EMPLOYEE will obey all PSW rules and regulations as they may be issued from
time to time.
9. It is understood that either party may terminate this Agreement without
cause by giving two weeks prior written notice to the other. In its sole
discretion, PSW may terminate employee, without cause, effective
immediately, upon payment of two weeks salary to employee. PSW may
terminate immediately upon written notice to EMPLOYEE for cause (including
without limitation PSW's client requesting termination of EMPLOYEE's
services).
10. This Agreement will be governed by Texas law.
11. This Agreement may not be assigned by either party without the prior
written consent of the other.
12. This Agreement, and any written amendments thereto, contain all terms and
conditions agreed upon by the parties hereto, and no other agreements, oral
or otherwise, shall be deemed to exist or to bind any of the parties
hereto. All previous communications, representations, warranties, promises,
conditions or agreements of any kind shall not be binding upon the parties
unless incorporated into this Agreement. This Agreement may not be amended
or modified, except by a writing signed by both parties.
READ AND ACCEPTED BY EMPLOYEE
/s/ Xxxxxx Xxxxxxxx
_____________________________________
Xxxxxx Xxxxxxxx
Address of Employee is as follows:
000 Xxxxxxxx
Xxxxxx, XX 00000
PENCOM SOFTWARE
(a division of Pencom Systems Incorporated)
/s/ Xxxx X. Xxxxx
_____________________________________
Xxxx X. Xxxxx
President
Pencom Systems Incorporated
