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Exhibit 10.10
THIS AGREEMENT is entered into on _____________ BY AND BETWEEN:
1. EL SITIO, domiciled at _____________________, ______, _______,
herein represented by ________________ (THE "EMPLOYER"); and
2. ____________ domiciled at ________________ (THE "EMPLOYEE").
WHEREAS, IT IS HEREBY AGREED AS FOLLOWS:
DEFINITIONS
1.1 For purposes of this Agreement, the following expressions
will have the meanings stated below:
THE "EMPLOYMENT" will be the position set forth in this
Agreement.
THE "GROUP" will mean EL SITIO, INC. (a British Virgin Islands
international business company) and the Group Companies.
THE "GROUP COMPANIES" will mean any controlled or controlling
company of El Sitio, Inc. and any controlled company of such controlling
company.
"DISMISSAL WITHOUT CAUSE" will mean any unilateral decision of
the EMPLOYER to terminate the employment relationship without expressing
any cause therefor.
"JUST CAUSE FOR DISMISSAL" will mean any non-observance by the
EMPLOYEE of the obligations assumed in the employment relationship that
constitutes damage and which, due to its seriousness, does not permit
for the continuation of the relationship between the EMPLOYEE and the
EMPLOYER.
"EMPLOYEE'S RESIGNATION" will mean any unilateral declaration of
the EMPLOYEE's will, notified by certified telegram or through the
competent Labor Authority, by which the EMPLOYEE serves notice to the
EMPLOYER of his or her decision to cancel the present Employment
Agreement.
"TOTAL AND PERMANENT DISABILITY OF THE EMPLOYEE" will mean any
physical or mental disease confirmed by the EMPLOYER and suffered by the
EMPLOYEE, which prevents him or her from performing his or her duties on
a normal and/or adequate basis pursuant to this Agreement for a period
of at least 12 months.
1.2 Reference to "clauses" will refer to the clauses of this
Agreement.
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1.3 Headings of Clauses are only included for the sake of
convenience and will not affect the interpretation of this Agreement.
1.4 The terms and wording of this Agreement will be construed and
interpreted according to the Argentine labor legislation.
1.5 Any reference to a written provision will be considered as
including a reference to the amendment or new approval thereof.
APPOINTMENT
2.1 The EMPLOYER will employ the EMPLOYEE, and the latter is
bound to act as ______________, subject to the terms and conditions set forth in
this Agreement.
TERM OF AGREEMENT
3.1 This Agreement will be considered as initiated on
_____________.
SCOPE OF EMPLOYMENT
4.1 The EMPLOYEE will be employed at first by EL SITIO as
_____________ ________________________________________, to which effect he or
she may be required to perform similar functions in any other Group Company.
4.2 The _____________________________________ will be in charge
of the direction of _____________________________ that includes
________________.
4.3 The ____________________________________________ shall carry
out the following tasks:
4.3.1 To devote his or her whole time, attention and
capacity for compliance with his or her duties or obligations;
4.3.2 To perform truly and diligently those duties
consistent with his or her position that may be from time to time assigned to
him or her;
4.3.3 To obey any reasonable and legal direction
instructed to him or her by the Board of Directors of EL SITIO INC.
4.3.4 To comply with all rules, regulations, policies and
procedures that may be from time to time instructed by the EMPLOYER or any Group
Company.
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4.4 The EMPLOYER hereby reserves the right to request from the
EMPLOYEE to perform other duties corresponding to a position of equivalent
hierarchy, be they additionally or in stead of the specifications mentioned in
point 4.2.
4.5 The EMPLOYER may, with the agreement of the EMPLOYEE,
transfer this Agreement at any time to any Group Company, in which case the
EMPLOYEE's seniority in the company to which his or her agreement is transferred
will be considered for employment purposes as from his or her admission to EL
SITIO INC.
WORKING TIME AND PLACE
5.1 The EMPLOYEE will work during such hours as may be necessary
for the proper development of his duties.
5.2. The EMPLOYEE's working place will be initially at
_____________ ____________ at __________________, in ____________________, the
EMPLOYER being able to request the EMPLOYEE to work at any place within the
Argentine Republic or abroad. In such case, the EMPLOYEE will be served notice
of such circumstance with due reasonable time.
COMPENSATION
6.1 The EMPLOYER will pay to the EMPLOYEE an annual gross
compensation of ___________________________________, which will be paid in the
following manner:
6.1.1 The EMPLOYER will pay to the EMPLOYEE a monthly
gross compensation of
_______________________________.
6.1.2 The EMPLOYER will pay to the EMPLOYEE an additional
gross amount of _________________________ as
complementary bonus. This sum will be paid to the
EMPLOYEE in ________ parts.
6.2 The compensation mentioned in Clause 6.1 will include any fee
to which the EMPLOYEE may be entitled by the activities developed for the
EMPLOYER or any Group Company.
6.3 The EMPLOYEE will enjoy, together with his or her spouse and
children, a medical plan chosen by the EMPLOYER.
6.4 All payments and benefits described in Clause 6.1, as
applicable, are gross amounts, that is to say without any deduction of income
tax and contributions to social security or any other deduction or encumbrance
in charge of the EMPLOYEE that may be fixed in the future.
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6.5 The EMPLOYER hereby guarantees to the EMPLOYEE as from
subscription hereof, the enjoyment of a paid annual vacation which will consist
of __ working days annually, which period may be divided and distributed during
the whole year, and organized for convenience of both the EMPLOYEE and the
Company.
DUTIES OF THE EMPLOYEE
7.1 Besides the obligations set forth in art. 4.3, the EMPLOYEE
will have the duties indicated in annexes named "Confidentiality" and
"Non-compete" which, once subscribed together with those that the EMPLOYER may
establish, will be considered as an integral part of this Agreement.
SEVERANCE PAY
8.1 In case of termination of the Employment Agreement due to a
dismissal without cause decided by the EMPLOYER, the Parties hereby agree to fix
a severance package in favor of the EMPLOYEE -subject to compliance with the
conditions set forth herein- of an amount equivalent to the amount that would
have been paid to the EMPLOYEE as gross monthly salary during __ months
-according to the provisions of Clause 8.2- or of an amount which may arise by
applying the legal rules in force, whichever is greater.
8.2 For purposes of Clause 8.1, the indemnification that would
have been paid to the EMPLOYEE as gross monthly salary during __ months, will be
calculated according to the provisions of Clause 6.1.1. This amount includes the
amounts that may correspond to the EMPLOYEE as seniority compensation,
indemnification for lack of notice and payment of one-month notice of dismissal.
8.3 Payment of the indemnification mentioned in Clause 8.1 will
be made within 5 working days following the date of the notification of the
dismissal.
8.4. The indemnification set forth in Clause 8.1, in cases where
it is higher than the legal compensation, will not proceed whenever the
employment relationship is terminated due to:
8.4.1 Just Cause for Dismissal.
8.4.2 EMPLOYEE's resignation.
8.4.3 Assignment of the Agreement to any Group Company.
8.4.4 Abandonment by the EMPLOYEE of his or her place of
work, by mutual agreement or concurrent will of the
parties, or by retirement, death, disqualification
or absolute and permanent incapacity of the
EMPLOYEE.
8.5. In the supposition that during the year following
termination of the employment relationship, the EMPLOYEE does not comply with
the non-compete obligation or
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with the confidentiality commitment assumed, he or she will lose any right to
the indemnification set forth in this Agreement, being obliged to return to the
EMPLOYER all amounts he or she would have received in view of the provisions of
this Agreement which may establish more favorable conditions for the EMPLOYEE in
relation to the legal compensation, and irrespective of the right of the
EMPLOYER to claim all damages that such non-compliance could originate through
any judicial proceedings he or she may deem convenient.
VIOLATION OF NON-COMPETE AND CONFIDENTIALITY DUTIES
9.1 Non-compliance by the EMPLOYEE with the assumed non-compete
and confidentiality duties, generates the obligation to indemnify the EMPLOYER
for the damages suffered.
INVENTIONS AND OTHER INTELLECTUAL PROPERTY
10.1 The parties hereby state that the EMPLOYEE may carry out
inventions or create other intellectual property in the performance of his or
her duties according to this Agreement and agree that the EMPLOYEE has, to this
respect, a special responsibility to promote the interests of the EMPLOYER and
the Group Companies.
10.2 Any invention, or improvement, design, process, information,
copyright, work, trademark or trade name or presentation of goods carried out,
created or discovered by the EMPLOYEE during his or her employment (be they
subject to patentability or registration) that may arise from industrial
processes, methods or installations owned by the EMPLOYER, jointly with or which
may by any way affect or be related to the business of any Group Company or
which may be used or adapted for use therein or in its connection, will be
disclosed to the EMPLOYER or to such Group Company to be determined by the
EMPLOYER.
10.3 The EMPLOYEE shall, at any time requested by the EMPLOYER
and at the expense of the EMPLOYER or of any other Group Company that the
EMPLOYER may determine:
(a) request or join the EMPLOYER in the application process for
patents or other protection or registration in the United States of
America and in any other part of the world for such invention,
improvement, design, information, work, trademark, trade name or
presentation of the property mentioned above; and
(b) subscribe and complete all necessary instruments and acts to
formalize such patent applications or other protection when obtained, in
order to appoint the EMPLOYER or the Group Company or any other person
that the EMPLOYEE may decide, as the only and absolute beneficiary.
10.4 The EMPLOYEE hereby irrevocably and unconditionally waives
any right in relation to his or her authority of any copyright corresponding to
a work in existence or to be
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made in the future during the course of his or her employment, in any part of
the world, including, without limitation:
(a) the right conferred so as to be identified as the author of
such work; and
(b) the right conferred so as not to submit such work to an
inappropriate treatment.
10.5 The EMPLOYEE hereby irrevocably appoints the EMPLOYER as his
or her proxy to subscribe and execute any document or act and in general to use
his or her name for purposes of granting the EMPLOYER the complete benefit of
this clause.
Any member of the EMPLOYER's Board of Directors may issue a
written and signed certificate, which will be sufficient and conclusive evidence
against the parties of the appointment referred to above.
PRIOR LABOR CONTRACTS
11.1 This Agreement will substitute any prior letter of
appointment, employment contract or commitment agreement, be they written, oral
or implied, related to the employment of the EMPLOYEE with the EMPLOYER or any
other Group Company.
DOMICILE
12.1 Any change of domicile made by the EMPLOYEE must be notified
in writing to the EMPLOYER, being in force for any notification the one
indicated at the beginning of this Agreement as long as the amendment is not
publicly known.
APPLICABLE LAW
13.1 The Parties hereby agree that for any lawsuit on this
Agreement, the law of ____________ will apply.
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JURISDICTION
14.1 The Parties hereby agree to submit their disputes to the
Court of the ______ ____________________________________________, thus waiving
to any other court or jurisdiction.
In view whereof, two copies of this same document are signed on
____________.
_________________________
By El Sitio
Name:
Capacity:
The EMPLOYEE
Name:
