EMPLOYEE AGREEMENT
Exhibit
10.1
This
Agreement (the “Agreement”) is made and entered into as
of May 1, 2021 by SharpSpring Technologies, Inc., a Delaware
corporation (the “Company”), including its parents,
affiliates, assignees, and successors, each of whom are expressly
authorized to enforce this Agreement, and who are referenced herein
as the “Company” and Xxxxx Xxxx, referenced herein as
“you” or “your” or
“Employee.”
1.
CONSIDERATION. You agree that this Agreement is entered into in
consideration of the mutual promises contained in this Agreement
and other good and valuable consideration, and in further
consideration of your employment with the Company. Your employment
with the Company is at-will and may be terminated at any time at
the election of either party, subject to the terms herein. This
Agreement does not guarantee your employment by the Company for any
definite period of time.
2.
REPRESENTATIONS AND WARRANTIES. You represent and warrant to the
Company that the following statements are true and correct and
shall remain true and correct at all times during your employment
or association with the Company:
a.
All statements and representations contained in your application
for employment are true and correct; and
b.
This Agreement constitutes a legal, valid, and binding agreement
and obligation enforceable against you in accordance with its
terms.
3.
POSITION AND DUTIES. The Company
agrees to employ you to act as its President effective as of May 1,
2021 (the “Start Date”). You shall be responsible
for managing company
operations across all departments, and other duties as may be prescribed by the
Company’s Chief Executive Officer from time to time. You
agree that you will serve the Company faithfully and to the best of
your ability during the term of employment, under the direction of
the Chief Executive Officer of the Company.
4.
PLACE OF EMPLOYMENT. You shall perform your duties under this
Agreement at the Company’s then-current headquarters office,
then-current remote office locations, and your home office. The
parties acknowledge that you will be expected to be present at the
Company’s headquarters up to two weeks per month, or as
otherwise required by business needs.
5.
COMPENSATION OF EMPLOYEE. For all services rendered, you shall
initially receive compensation as follows:
a.
Base Salary: The Company agrees to pay you at a rate of $416,000
per year, which may be increased from time to time by the
Compensation Committee of the Company’s Board of Directors
(the “Board”), except pursuant to across-the-board
salary reductions affecting all other senior executives of the
Company, may not be decreased. The Base Salary will be payable on a
semi-monthly basis, or on whatever basis the Company may adopt in
the future, in accordance with the Company’s standard payroll
practices
Page 1
b.
Bonus: You will be eligible for participation in the
Company’s executive bonus plan with a bonus opportunity of
$100,000. The payout related to your bonus opportunity will
initially be based on the Company achieving specified revenue and
EBITDA performance targets as set by the Board and may be modified
from time to time by the Board in their sole discretion. The
executive bonus is currently paid quarterly but may be paid
annually in the future at the election of the Board.
c.
Restricted Stock Units: Subject to approval by the Board, you will
be granted 125,000 Restricted Stock Units (“RSUs”) as
of the Start Date. The RSUs will be subject to the terms and
conditions of the Company’s 2019 Equity Incentive Plan, as
may be amended (the “Plan”), and the Restricted Stock
Unit Agreement that you will sign in connection with receiving the
RSUs. The RSUs shall vest over three (3) years, with 33.3% of the
RSUs vesting on the one-year anniversary of the date of the grant
and the remaining 66.6% of the RSUs vesting on a quarterly basis
thereafter. In the event of a “Change in Control” (as
defined in the Plan) any unvested RSUs will vest on the nine (9)
month anniversary of the Change in Control, so long as you are
employed by the Company, or any acquirer or successor of the
Company at such time. Provided; however, if as of the Change in
Control or during the nine (9) month period following the Change in
Control, the Company or any acquirer or successor of the Company
terminates you without Cause or you terminate employment for Good
Reason, then all unvested RSUs will vest as of the effective date
of such termination. You will be considered for future RSU grants
to the extent that the Board considers those for other Company
executives.
d.
Stock Options: Subject to approval by the Board, you will be
granted an option as of the Start Date to purchase 125,000 shares
of the Company’s common stock at fair market value, as
determined under the Plan (the “Option Shares”). The
Option Shares will be subject to the terms and conditions of the
2019 Equity Incentive Plan, and the stock option agreement that you
will sign in connection with receiving the option. In the event of
a Change in Control any unvested Option Shares will vest on the
nine (9) month anniversary of the Change in Control, so long as you
are employed by the Company, or any acquirer or successor of the
Company at such time. Provided; however, if as of the Change in
Control or during the nine (9) month period following the Change in
Control, the Company or any acquirer or successor of the Company
terminates you without Cause or you terminate employment for Good
Reason, then all unvested Option Shares will vest as of the
effective date of such termination You will be considered for
future stock option grants to the extent that the Board considers
those for other Company executives.
e.
Withholdings: All amounts due from the Company to the Employee
hereunder shall be paid to the Employee net of all taxes and other
amounts which the Company is required to withhold by
law.
6.
REIMBURSEMENT FOR BUSINESS EXPENSES. Subject to the approval of the
Company, the Company shall promptly pay or reimburse you for all
reasonable business expenses incurred in performing your duties and
obligations under this Employee Agreement, but only if you properly
account for expenses in accordance with the Company’s
policies.
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7.
PAID TIME OFF AND BENEFITS. You shall
be entitled to the same benefits, paid time off and Company
holidays offered by the Company to its senior management.
Nothing in this Employee Agreement shall prohibit
the Company from modifying or terminating any of its employee
benefit plans in a manner that does not discriminate between
Employee and other Company senior management.
8.
TERMINATION OF EMPLOYMENT. Employee’s employment hereunder
shall automatically terminate upon (i) his death; (ii) Employee
voluntarily leaving the employ of the Company; or (iii) at the
Company’s sole discretion, for any reason, with or without
cause.
a.
Payment at termination: In the event
that your employment under this Agreement is terminated for any
reason, Company shall promptly pay Employee (i) any salary accrued
through the date of termination, and (ii) reimbursement for
business related expenses during the period of Employee’s
employment, providing that such expenses are submitted in
accordance with Company policies. In the event that you leave the
Company’s employment for Good Reason (defined below) or if
the Company terminates your employment without Cause (defined
below), you shall be entitled to receive the following benefits
contingent upon Employee’s execution of a written separation
agreement (in a form satisfactory to the Company) containing, among
other things, a general release of claims against the Company, and
the rescission period of such agreement must expire, without
revocation of such agreement, within sixty (60) days following the
effective date of termination: (A) continuation of Employee’s
then-current base salary for a period of six (6) months following
the effective date of termination (referred to herein as the
“Severance Period”), paid semi-monthly according to the
Company’s normal payroll process and shall terminate
immediately if you become gainfully employed during the Severance
Period; (B) continuation of bonus payments under the
Company’s executive bonus plan during the Severance Period,
in amounts commiserate with bonuses received by other executives of
the Company (as determined in the sole discretion of the Company)
and paid at the time such bonuses are paid to other Company
executives; provided; however, such payments will cease upon you
becoming gainfully employed; and (C) reimbursement for that portion
of the premiums paid by you to obtain health coverage continuation
through the Consolidated Omnibus Budget Reconciliation Act
(“COBRA”) that equals the Company’s subsidy for
health coverage for active employees with family coverage (if
applicable), for six (6) months following the date employment
terminates (provided that you have not obtained health coverage
from any other source and are not eligible to receive health
coverage from any other employer, in which event you shall no
longer be entitled to reimbursement); provided,
that the first payment pursuant to this Section 8(a)(A) and any
planned payment pursuant to Section 8(a)(B) shall not be made until
the regularly scheduled payroll date following the sixtieth (60th)
day after your termination and shall include payment of any amounts
that would otherwise be due prior thereto.
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b.
Definition of Good Reason: For
purposes hereof, “Good Reason” means (i) a
reduction in your Base Salary of more than five percent (5%), other
than pursuant to an across-the-board reduction in accordance with
Section 5; (ii) a material diminution in your duties or
responsibilities inconsistent with your position; or (iii) a
change in your principal office to a location more than fifty
(50) miles from Austin, Texas, provided such location is also
more than fifty (50) miles from your principal residence as of the
date of relocation, in each case without your prior written
consent; provided that
you must deliver written notice of your resignation to the Company
within thirty (30) days of your actual knowledge of any such event,
the Company must be provided at least thirty (30) days during which
it may remedy the condition and you must terminate your employment
within six (6) months of the initial occurrence of Good Reason in
order for such resignation to be with Good Reason for any purpose
hereunder.
c.
Definition of Cause: For purposes hereof “Cause” means,
the determination by the Company that Employee has engaged in any
of the following: (i) the conviction or plea of guilty or no
contest for or indictment on a felony or a crime involving moral
turpitude or the commission of any other act or omission involving
misappropriation, embezzlement or fraud, which involves a material
matter with respect to the Company or any subsidiary or any of
their customers or suppliers; (ii) substantial and repeated
failure to perform duties of the office you hold as reasonably
directed by the CEO or Board after notice from the CEO or Board and
a reasonable opportunity to respond to such notice; or
(iii) gross negligence or willful misconduct with respect to
the Company or any subsidiary that is or could reasonably be
expected to be harmful to the Company or any subsidiary in any
material respect after notice from the CEO or Board and a
reasonable opportunity to respond to such notice.
9.
BEST EFFORTS AND OUTSIDE ACTIVITIES. You shall devote all of the
necessary business time, attention, and energies, as well as your
best talents and abilities to the business of the Company in
accordance with the Company’s instructions and directions.
You may engage to a limited extent in other business activities
unrelated to the Company so long you obtain advance written
approval from the Company (which will not be unreasonably withheld)
and any such activities do not create a conflict of interest or
otherwise interfere with the performance of your duties and the
terms and conditions of this Employee Agreement. The Company
acknowledges that you currently serve on the board of Auvin
Networks and as an Advisor for certain venture capital firms, and
such activities are acceptable under the terms of this Employee
Agreement for so long as they do not create a conflict of interest
nor violate the terms of Paragraphs 14 or 16 of this
Agreement.
10.
MAINTENANCE OF LIABILITY INSURANCE. So long as you shall serve as
an executive officer of the Company pursuant to this Employee
Agreement, the Company shall obtain and maintain in full force and
effect a policy of director and officer liability insurance of at
least $5,000,000 from an established and reputable insurer. In all
policies of such insurance, Employee shall be named as an insured
in such manner as to provide Employee the same rights and benefits
as are accorded to the most favorably insured of the
Company’s officers or directors.
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11.
INDEMNIFICATION. In addition to the
insurance coverage described above and the indemnification
protection set forth in Article IX of the Company’s Bylaws,
the Company shall indemnify Employee to the fullest extent
permitted by applicable law if he is made, or threatened to be
made, a party to an action or proceeding, whether civil, criminal,
administrative or investigative (each a “Proceeding”),
by reason of the fact that Employee is or was an officer, director,
or employee of the Company or any of its affiliates, against all
“Expenses” (as defined below) resulting from or related
to such Proceeding, or any appeal thereof. Any such indemnification
pursuant to this section shall continue as to Employee even if
Employee has ceased to be an executive, officer, director or
employee of the Company and/or any of its affiliates, and shall
inure to the benefit of Employee’s heirs, executors and
administrators. Expenses incurred by Employee in connection with
any indemnification-eligible Proceeding shall be paid by the
Company in advance upon request of Employee that the Company pay
such Expenses, (a) after receipt by the Company of a written
request from Employee for such advance, together with documentation
reasonably acceptable to the Board, and (b) subject to an
undertaking by Employee to pay back any advanced amounts for which
it is later determined that Employee was not entitled to
indemnification as described herein. Employee shall be entitled to
select his own counsel in connection with any
indemnification-eligible Proceeding. Notwithstanding the foregoing
provisions of this section to the contrary, the Company shall have
no obligation to indemnify Employee or advance Expenses to
Employee, (i) in connection with any claim or proceeding between
Employee and the Company (unless approved by the Board), or (ii) if
Employee’s actions or omissions giving rise to his status as
a party to a Proceeding involve intentional or willful misconduct
or malfeasance on the part of Employee in connection with the
performance of his job. For purposes of this section, the term
“Expenses” means any damages, losses, judgments,
liabilities, fines, penalties, excise taxes, settlements, costs,
reasonable attorneys’ fees, accountants’ fees, expert
fees, and disbursements and costs of attorneys, experts and
accountants.
12.
RECORDS OWNERSHIP. You acknowledge, understand, and agree that all
files, records and documents, whether in hard copy, electronic or
any other form, generated or received by the Company or its
employees, or concerning the Company or its business, belong to and
constitute the property of the Company and that the Company is the
records owner of all such files, records and documents. Therefore,
upon your separation from employment, all such files, records and
documents shall remain on the premises and in the possession of the
Company, and you shall promptly return any and all such files,
records and documents to the Company that you may then have, or at
any time thereafter you discover in your possession. You shall not
retain any copies of such files, records and
documents.
13.
INTANGIBLE PROPERTY OWNERSHIP. You hereby irrevocably assign and
transfer, and agree to assign and transfer, to the Company all of
your rights, title and interest in and to any and all inventions
and works you create or modify (including, but not limited to
software or other works, designs, or the like) for or on behalf of
the Company. You hereby acknowledge and agree that such works are
within the scope of your employment or association, and that all
intellectual property rights, including copyright, inventions,
designs, and trade secrets, whether patentable or not, are the
exclusive and sole worldwide property of the Company. Copyrighted
works developed or created by you and owned by the Company include
the right to copy, license, market, manufacture, publish,
distribute, create derivative works from the works created, xxxx as
copyrighted by the Company, and to authorize others to do some or
all of the foregoing as needed or desired by the Company to carry
out its business purpose.
You will not at any time during or after your employment or
association with the Company have or claim any right, title or
interest in any trade name, trademark, patent, copyright, work for
hire, or other similar rights belonging to or used by the Company.
You shall not have or claim any right, title or interest in any
material or matter of any sort prepared for or used in connection
with the business or promotion of the Company, whatever your
involvement with such matters may have been, and whether procured,
produced, prepared or published in whole or in part by you. You
further release and hereby assign all rights in any and all
intellectual property to the Company, and shall, at the request of
the Company, give evidence and testimony and execute any and all
agreements or other documents as needed to effect or memorialize
any such transfer of rights without encumbrance, and for the
Company to carry out its business purpose. You hereby irrevocably
appoint the Company as your attorney-in-fact (with a power couple
with an interest) to execute any and all documents which may be
necessary or appropriate in the security of such rights, including
but not limited to, any copyright in your work.
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You certify that all works pursuant to this Agreement are original
works and are not the property of others, and that any liability
from or caused by you in this regard is your sole responsibility.
You shall hold harmless and indemnify the Company from and against
any and all claims, actions, losses, costs, or other liabilities
based on or arising out of claimed infringement by the works of any
copyright or other intellectual property rights of any third party,
and you agree to cooperate in the defense of the Company against
any and all claims, actions, losses, costs, or other liabilities
based on or arising out of claimed infringement or any other action
by the works of any copyright or other intellectual property rights
of any third party at your expense.
You have attached hereto, as Exhibit A, a list detailing all
inventions, original works of authorship, developments,
improvements, and trade secrets which you made prior to the
commencement of this Agreement (collectively referred to as
“Prior Inventions”), which belong solely to you or
belong to you jointly with another, and which are not assigned to
the Company hereunder or, if no such list is attach, you represent
that there are no such Prior Inventions.
14.
TRADE SECRETS AND CONFIDENTIAL INFORMATION. You agree to keep
confidential and not disclose to others any Trade Secrets or
Confidential and Proprietary Information, during the term of this
Agreement and for two (2) years thereafter, except as required by
law or as consented in writing by the Company’s CEO. You
agree that the Trade Secrets and Confidential and Proprietary
Information described herein are valuable information.
a.
Definition of Trade Secrets; Confidential and Proprietary
Information: Trade Secrets and Confidential and Proprietary
Information includes all forms of information whether in oral,
written, graphic, magnetic or electronic form without limitation.
Trade Secrets and Confidential and Proprietary Information means,
without limitation, the Company’s client and prospective
client names, addresses, relationships, terms and information;
suppliers’ names, addresses, terms and information; financial
information; business and/or marketing plans; methods of operation;
internal structure; financial information and practices; products
and services; inventions; systems; devices; methods; ideas,
procedures; client lists and files; fee schedules; test data;
descriptions; drawings; techniques; algorithms; programs; designs;
formula; software; business management and methods; planning
methods; sales and marketing methods; valuable confidential
business and professional information; proprietary computer
software; management information; and all know-how, trade secrets,
confidential information and any other information developed by and
belonging to the Company which gives the Company a competitive
advantage over others.
b.
Return of Property: If you shall leave, separate or terminate from
the Company, you will neither take nor retain any file, record,
document, Trade Secrets or Confidential and Proprietary
Information, whether a reproduction, duplication, copy or original,
of any kind or nature developed by, compiled by or belonging to the
Company.
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c.
Trade Secret Law: Nothing in this Agreement shall limit or
supersede any common law, statutory or other protections of Trade
Secrets where such protections provide the Company with greater
rights or protections for a longer duration than provided in this
Agreement. With respect to the disclosure of a Trade Secret and in
accordance with 18 U.S.C. § 1833, you shall not be held
criminally or civilly liable under any federal or state trade
secret law for the disclosure of a Trade Secret that, (i) is made
in confidence to a federal, state or local government official,
either directly or indirectly, or to an attorney, provided that,
the information is disclosed solely for the purpose of reporting or
investigating a suspected violation of law, or (ii) is made in a
complaint or other document filed in a lawsuit or other proceeding
filed under seal so that it is not disclosed to the public. You are
further notified that if you file a lawsuit for retaliation by the
Company for reporting a suspected violation of law, you may
disclose the Trade Secrets of the Company to your attorney and use
the Trade Secret information in the court proceeding, provided
that, you file any document containing the Trade Secret under seal
so that it is not disclosed to the public and does not disclose the
Trade Secret, except pursuant to court order.
15.
NO PRIOR COVENANT NOT TO COMPETE. You warrant and represent that
except for this Agreement and except as otherwise disclosed in
writing to the Company, (a) you are not presently subject to any
contract or understanding that restricts in any manner your ability
to provide services to the Company; (b) you have performed all
duties and obligations that you may have under any contract or
agreement with a former employer (or other party) including but not
limited to the return of all confidential information; and (c) you
are currently not in possession of any confidential materials or
property belonging to any former employer (or other party).
Further, you agree to defend, indemnify, and hold the Company
harmless from and against any demands, claims, obligations, causes
of action, diminution in the value of the Company, damages,
liabilities, costs, expenses, interest, and fees, which the Company
may incur due to, (i) any conflict between your employment with the
Company and any prior employment or association, duty contract,
agreement, order or restrictive covenant, or (ii) any
misrepresentation by you as to any facts which are the subject
matter of any conflict or violation of any prior contract,
agreement, order or restrictive covenant on your part.
16.
COVENANT NOT TO COMPETE. You acknowledge that you are familiar with
restrictive covenants of this nature, the covenant is a material
inducement to this Agreement and your employment, the Company will
suffer irreparable injury if you violate this restrictive covenant,
and the covenant is fair and reasonable to protect the
Company’s trade secrets, confidential and proprietary
information, relationships with prospective and existing clients,
goodwill, and/or other legitimate business interests. You further
agree that your work with the Company has provided and will provide
you extraordinary and specialized training, knowledge and
information over the Company’s techniques, methods, products
and systems; the Company’s valuable confidential proprietary
and business information which you would not otherwise acquire; and
access to its substantial relationships with present and
prospective clients and substantial goodwill associated with its
name. This covenant is intended to protect the Company’s
legitimate business interests which include but are not limited to
the extraordinary and specialized training of its employees;
valuable confidential and proprietary business and professional
information; substantial relationships with prospective and
existing clients; client good will associated with the
Company’s ongoing professional and business practice and
trade name in the fields of business and financial software and
related professional activities throughout North America and
globally. Accordingly, you agree that while employed by the Company
and for the one (1) year period following your separation or
termination (with or without cause) (referenced herein as the
“Restricted Period”):
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a.
Non-competition: You shall not engage, directly or indirectly, as
principal, agent, advisor, stockholder, consultant, partner,
independent contractor, or employee or in any other manner in any
business or activity which is in competition with the Company
anywhere the Company does or has plans to do business.
b.
Non-Solicitation of Customers: You shall not directly or indirectly
induce or attempt to induce current clients of the Company to do
business with any Competitor of the Company.
c.
Non-Solicitation of Employees: You shall not directly or indirectly
induce or attempt to induce any of the officers, agents, employees,
or associates of the Company to leave the employment or association
of the Company.
d.
Definition of Competitor: For purposes of this Agreement, the term
“Competitor” shall mean any business entity that is
engaged in the same or similar business as the Company or which may
propose to go into competition with the Company. The term shall
include, without limitation: HubSpot, Marketo, Xxxxxxxxxx.xxx,
Act-On, Eloqua and Responsys (both part of Oracle), Constant
Contact, iContact, MailChimp, Infusionsoft, J2 Global (Campaigner),
and Feathr. This list of businesses is not intended to be an
exclusive list.
Nothing herein shall prohibit you from purchasing or owning less
than five percent (5%) of the publicly traded securities of any
corporation, provided that such ownership represents a passive
investment and that you are not a controlling person of, or a
member of a group that controls, such corporation.
17.
REMEDIES FOR BREACH OF RESTRICTIVE COVENANTS. The Company is
entitled to obtain equitable relief, including specific performance
by means of injunctions, as well as monetary damages and any other
available remedies. In the event a court of competent jurisdiction
determines these restrictive covenants are not enforceable as
written herein, the court will reform or modify the restrictive
covenants(s) to make it (them) reasonable and enforceable, and the
court will enforce the restrictive covenants(s) as so reformed or
modified. Assignees and successors of the Company are expressly
authorized to enforce these restrictive covenants. The restrictive
covenants of this Agreement shall not be interpreted to employ any
rule of contract construction that requires construing a
restrictive covenant narrowly, against the restraint, or against
the drafter of this Agreement. Further, you understand that any and
all obligations of the Company to pay any compensation to you for
any reason shall cease and terminate upon your breach of any of the
obligations in this Employee Agreement.
18.
NOTIFICATION OF INTERESTED PARTIES. You agree that the Company may
notify anyone employing or engaging you to perform services or
evidencing an intention to employ you now or in the future as to
the existence and provisions of this Agreement. You shall, during
the restricted period, (1) inform anyone employing or engaging you
or evidencing an intent to employ or engage you, of the existence
of the restrictive covenants in this Agreement, and (2) notify the
Company of the name, address, and telephone number of anyone who
employs or engages you to perform services.
19.
WAIVERS. The Company’s waiver of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any
subsequent breach.
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20.
GOVERNING LAW, JURISDICTION AND VENUE. This Agreement shall be
governed by the laws of the State of Florida and applicable federal
and local law, and jurisdiction and venue for enforcement shall be
in state circuit court in Gainesville, Florida.
21.
SECTION 409A. This Agreement shall be
interpreted in a manner so that any severance amount payable
hereunder shall be paid or provided in a manner that is exempt from
the requirements of Internal Revenue Code Section 409A (including
the Treasury Regulations and guidance issued pursuant thereto,
“Section
409A), pursuant to the
exemptions for either “separation pay plans” (as
defined in Treasury Regulation Section 1.409A-1(b)(9)) or
“short-term deferrals” (as defined in Treasury
Regulation Section 1.409A-1(b)(4)). For purposes of Section 409A,
each installment payment provided under this Agreement shall be
treated as a separate payment. Notwithstanding anything in this
Agreement to the contrary, the Company makes no representations or
warranties as to the exemption or compliance of this Agreement with
Section 409A and any and all tax consequences incident to the same
shall solely be the Employee’s
responsibility.
22.
INDEPENDENT RESTRICTIVE COVENANTS AND SEVERABILITY. The provisions
of this Agreement are independent of and separate from each other
and from any other agreements. The breach, invalidity or
unenforceability of any provision or part of any provision in this
Agreement or any other agreements shall not in any way affect the
validity or enforceability of any other provision or part of
provision of this Agreement. The existence of any claim or cause of
action by you against the Company shall not constitute a defense to
the enforcement of these provisions.
23.
MODIFICATION. If any one or more of the provisions of this
Agreement are held unenforceable or invalid by any court of
competent jurisdiction, or are voided or nullified for any reason,
then, to the extent allowed by applicable law, each such provision
shall be interpreted to the fullest extent possible so as to be
valid and effective, the remaining provisions of this Agreement
shall continue in full force and effect, and this Agreement as so
construed shall be binding on the parties so as to carry out the
intent and purposes of the parties as nearly as
possible.
24.
ARBITRATION OF DISPUTES. If a dispute arises out of or relates to
this Employee Agreement, or the breach thereof, and if the dispute
cannot be settled through negotiation, the parties agree first to
try in good faith to settle the dispute by mediation administered
by the American Arbitration Association under its Employment
Mediation Rules before resorting to arbitration, litigation or some
other dispute resolution procedure.
25.
ENTIRE AGREEMENT. This Agreement comprises the entire agreement and
understanding by the parties regarding the topics contained herein;
no representations, promises, agreements, or understandings,
written or oral, relating hereto but not contained herein, shall be
of any force or effect. This Agreement may be amended only in
writing and by mutual agreement of the parties.
26.
ATTORNEYS’ FEES AND COSTS. If any litigation proceedings are
brought arising out of or related to the terms of this Agreement,
the successful prevailing party will be entitled to reimbursement
for all reasonable costs, including reasonable attorneys’
fees.
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27.
ACKNOWLEDGEMENT. Employee acknowledges that he has had the benefit
of independent professional counsel with respect to this Agreement
and that the Employee is not relying upon the Company, the
Company’s attorneys or any person on behalf of or retained by
the Company for any advice or counsel with respect to this
Agreement.
28.
CONSISTENCY
WITH APPLICABLE LAW. Employee
acknowledges and agrees that nothing in this Agreement prohibits
Employee from reporting possible violations of law to any
governmental agency or entity or making other disclosures that are
protected under the whistleblower provisions of federal, state or
local laws or regulations.
29.
NUMBER OF PAGES. This Agreement, including the signatures and
excluding Exhibits, is comprised of ten (10) pages.
|
/s/ Suaad
Sait___________________
Employee: Xxxxx
Xxxx
|
4/20/2021_________
Date
|
|
|
|
|
/s/ Xxxx Carlson_________________
Xxxx Xxxxxxx, CEO and President
for SharpSpring Technologies, Inc.
|
4/21/2021_________
Date
|
Page
10
Exhibit A
Inventions, original works of authorship, developments,
improvements, and trade secrets belonging to Auvin
Networks.
Page
11
