Employment Agreement
EXHIBIT 10.5
EMPLOYMENT AGREEMENT
THIS AGREEMENT made this 10th day of September, 2001
BETWEEN
Blade Internet Ventures Inc. (Xxxxx.xxx)
& Sporg Internet Corporation
Suite 120 - 1050 Xxxx Xxxxxx
Xxxxxxxxx, XX
XXXXXX, X0X 0X0
(hereinafter referred to as the "COMPANY")
OF THE FIRST PART
AND
Name: Xxxxx Xxxx
Address: 00 Xx. Xxxxxx, Xxx 000
Xxxxx Xxxx, Xxxxxxx X0X 0X0
Telephone: (000) 000-0000
SIN #:
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(hereinafter referred to as the "EMPLOYEE")
OF THE SECOND PART
WHEREAS the Company desires to employ the Employee and the Employee desires to
be employed by the Company as Senior Web Developer.
AND WHEREAS the parties hereto are desirous of entering into a formal
employment contract pursuant to the terms as hereinafter contained in the
herein Agreement.
Employee Company Page Number 1 of 10
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NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises
and in consideration of the covenants and agreements hereinafter contained, the
parties hereto mutually covenant and agree as follows:
ARTICLE 1 - JOB DEFINITION
The Employee shall serve the Company as Senior Web Developer, or in such other
substantially equivalent capacity as may be assigned, or such other location as
may hereafter be designated by the parties, and carry out all duties of Senior
Web Developer, or such other capacity as may be assigned, and to perform such
duties and exercise such other powers as may from time to time be determined by
the management of the Company ("the Job").
ARTICLE 2 - COMMENCEMENT-DATE & PROBATIONARY-PERIOD
The employment of the Employee hereunder shall commence on the 10th day of
September, 2001, and continue until terminated as hereunder provided; PROVIDED
HOWEVER, and notwithstanding the generality of the foregoing, the first three (
3 ) months shall be considered a probationary period (the "Probationary
Period") to enable the Employer to asses the suitability of the Employee.
ARTICLE 3 - REMUNERATION & BENEFITS
The Employee's remuneration and benefits shall be as follows, namely:
Salary - $4166.67 dollars per month.
The Employee understands and agrees that this salary is "global", the
attendance time is not recorded and there will be no payments on
behalf overtime (even if the Employee, as a result of his sense of
responsibility, decides to work overtime hours).
The Company's management may decide, from time to time, at its sole
discretion, to grant the Employee bonuses and/or salary increases, or
other kinds of compensation, accordingly.
3.1 Vacation - TWO WEEKS PER YEAR.
Employee Company Page Number 2 of 10
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ARTICLE 4 - DEVOTION & CAPACITY
The Employee shall devote time and personal attention as shall be required to
discharge the aforesaid duties and such duties as may reasonably be assigned to
him/her by the management of the Company in his/her capacity as Senior Web
Developer, or in such other capacity as may be assigned, and will faithfully
and diligently serve and endeavour to further the interest of the Company, and
agrees to accept the appointment as herein provided.
ARTICLE 5 - FAITHFULNESS
The Employee shall well and faithfully serve the Company during the continuance
of his/her employment hereunder and use best efforts to promote the interests
of the Company.
ARTICLE 6 - CODE OF ETHICS
The Employee obligates to act according to, and comply with, the enclosed "CODE
OF ETHICS".
ARTICLE 7 - COMPANY POLICIES
The Employee will be expected to abide by Company rules and policies. A copy of
the Employee Handbook is included and the Employee is expected to read the
handbook and acknowledge understanding in writing.
ARTICLE 8 - INTELLECTUAL-PROPERTY & PROPERTY-RIGHTS
Any and all discoveries, opportunities, inventions or improvements relating to
the Employee's job, that the Employee may discover, conceive or make during his
Employment with the Company, shall be the property of the Company. At the
Company's request, the Employee shall execute any and all documents that the
Company may deem necessary to assign to the Company, the right, title and
interest in improvements, and to make and preserve Patent applications for the
same.
ARTICLE 9 - NON DISCLOSURE & CONFIDENTIALITY
8.1 The Employee acknowledges that in the course of carrying out,
performing and fulfilling his/her duties hereunder, he/she will have
Employee Company Page Number 3 of 10
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access to and will be entrusted with detailed confidential information
and trade secrets including - without limitation - all documents,
data, computer programs, client records, proposals, accounting
information, marketing or competitive analysis, business ideas,
methods of operation, source of supply, organizational details,
personnel information, business and trade secrets, formulas, patterns,
patents, devices, plans, processes, customer lists, customer-related
information (techniques and modes of operations evolved and used or to
be evolved and used by the Company's customers, their names,
addresses, tastes and preferences) or other information related to the
Company's business (the "Confidential Information").
8.2 The employee confirms that the Confidential Information is the
property of the Company or its Customers. Accordingly, the Employee
shall not make copies of the Information, except in the performance of
the Job and shall return any copies that are made to the Company by
the termination of his/her employment, or earlier if requested by the
Company.
8.3 The Employee shall keep confidential, Confidential Information which
he/she receives, either directly or indirectly, either in writing or
verbally, during his/her employment period, and shall not disclose it
to third parties without the prior written consent of the Company.
This obligation of confidence does not apply to information which is
in the public domain, becomes part of the public domain, or is in the
Employee's lawful possession at the time of receipt thereof as
aforesaid.
8.4 The disclosure of any of which detailed Confidential Information and
trade secrets to the competitors of the Company or to the general
public would be highly detrimental to the best interests of the
Company.
8.5 The Employee further acknowledges and agrees that the right to
maintain confidential such detailed Confidential Information and trade
secrets constitutes a proprietary right which the Company is entitled
to protect.
8.6 Accordingly, the Employee covenants and agrees with the Company that
he/she will not (either during the continuance of his/her
Employee Company Page Number 4 of 10
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employment by the Company or at any time thereafter) disclose any such
Confidential Information and trade secrets to any person nor shall
he/she use the same for any purpose other than those of the Company.
8.7 The Employee agrees that all restrictions in the paragraph are
reasonable and valid and all defense to the strict enforcement thereof
by the Company are hereby waived by the Employee.
8.8 The Employee agrees that if the Employee violates any of the terms of
this Agreement, the Company shall be entitled, either on its own
initiative or with such other parties as it may decide, to all
appropriate remedies including, without limitation, an interim,
interlocutory or permanent injunction to be issued by any competent
court enjoining and restraining the Employee from such wrongful acts.
8.9 The Article, Article 8 shall survive the expiration or termination of
this Employment Agreement.
ARTICLE 10 - COMPETITION
9.1 The Employee hereby covenants and agrees that, for a period of ONE (1)
YEAR after the termination of his/her employment at the Company
(whether the termination was by his/her initiation or by the Company's
initiation), he/she will not work, or offer consulting services,
directly or indirectly, for a entity that deals with one of the
following subjects:
9.1.1 On-Line registration
9.1.2 Event management
9.2 The Employee hereby covenants and agrees that he/she will not, during
his/her employment by the Company, directly or indirectly, by way of
investment or otherwise, participate in any corporation or firm which
carries on business in competition with the business or any portion of
a business now or hereafter carried on by the Company. Nor will the
Employee engage in any other activities that conflict with the
Employee's obligations to the Company.
Employee Company Page Number 5 of 10
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9.3 The employee declares that the Employee's relationship to the Company
is that of a fiduciary and the Employee agrees to act toward the
Company and otherwise behave as a fiduciary of the Company.
ARTICLE 11 - TERMINATION
10.1 The employment of the Employee hereunder may be terminated in the
following manner in the following circumstances.
10.1.1 At any time by notice in writing from the Company to the
Employee for just cause.
10.1.2 The Employee understands and agrees that the Employee's
employment hereunder may be terminated ANY TIME, WITHOUT
CAUSE, BY EITHER of the parties hereto giving to the other
written notice of termination (except in Probationary Period,
which is verbal notice) as follows:
During the Probationary Period, 1 day (verbal) notice; After
3 months' consecutive employment,1 week notice; After 1 year,
2 weeks' notice; After 3 years, 3 weeks' notice, plus 1
week's notice for each additional year of employment to a
maximum of 8 years (8 weeks notice).
10.2 PROVIDED HOWEVER that the Company shall have the option of paying to
the Employee in lieu of notice as aforesaid any salary, bonus or
benefit due to him/her to date of termination together with a sum
equivalent to salary otherwise payable for the period of notice, and
in that event the Employee's employment hereunder shall be deemed to
have been terminated forthwith.
10.3 Any assets of the Company (the "Assets"), including - without
limitation - hardware, software, keys, security cards, backup tapes -
that were provided to the Employee either for the purpose of
performing the Job or for other reasons - belongs to the Company and
the Employee will return them to the Company, in the same condition as
he/she got them from the Company. These
Employee Company Page Number 6 of 10
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Assets will be returned to the Company at the expiration or
termination of this Agreement, or, at any other time when the Employee
will be asked to return it.
10.4 The Employee understands that the email address and email account
given by the Company is to be used for work related correspondences.
Once not employed by the Company, Employee's email box at the Company
and all the emails directed to that email will be property of the
Company. The Company is not obligated to forward any of the emails to
the Employee.
10.5 Articles 7, 8 and 9 will be effective Retroactively starting form the
first day of any engagement or acquaintance between the Company and
the Employee.
ARTICLE 12 - CONTINUATION & LACK-OF-CLAIMS
Upon any valid notice being given pursuant to CLAUSE 10.1.1 above, or upon
expiration of the applicable period referred to in CLAUSE 10.1.2, as the case
may be, this Agreement and the employment of the Employee hereunder shall be
wholly determined except ARTICLE 8 and ARTICLE 9 shall continue in full force
and effect. Upon any such termination, the Employee shall have no claim against
the Company for damages or otherwise except in respect to payment remuneration
as provided in CLAUSE 3.1 and 3.2 to the effective date of termination.
ARTICLE 13 - NOTICES
Any notice in writing required or permitted to be given to the Employee
hereunder shall be sufficiently given if delivered to the Employee personally
or mailed by registered mail, postage prepaid, addresses to the Employee at
his/her last residential address known to the Secretary of the Company.
Any such notice mailed as aforesaid shall be deemed to have been received by
the Employee on the first business day following the date of mailing. Any
notice in writing required or permitted to be given to the Company hereunder
shall be given by registered mail, postage prepaid, addressed to the Company's
address.
Employee Company Page Number 7 of 10
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Any such notice mailed as aforesaid shall be deemed to have been received by
the Company on the first business day following the date of mailing. Any such
address for the giving of notices hereunder may be changed by notice in writing
given hereunder.
ARTICLE 14 - REPRESENTATION
The provisions of this Agreement shall inure to the benefit of and be binding
upon the legal personal representatives of the Employee and the successors and
assigns of the Company respectively.
IN WITNESS WHEREOF this Agreement has been executed as of the day and year
first above written.
SIGNED, SEALED AND DELIVERED
THE COMPANY THE EMPLOYEE
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Name Name
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Title
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Signature Signature
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Employee Company Page Number 8 of 10
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CODE OF ETHICS
A company's strength is dependant upon its values and the employees' commitment
to them. Sporg's Code of Ethics is based upon one of our key values -
Integrity.
It is essential to the continued success of the Company that all transactions
are conducted with integrity, that is, in an ethical and honest matter. The way
in which we, both as a company and as individuals, interact with our clients,
vendors, government agencies and each other has a major effect upon image and
reputation.
It is essential that we do not impair our ability to behave honestly and
impartially by placing ourselves under an obligation to others, by accepting
favours or gifts, or by placing ourselves in a conflict of interest situation
by accepting outside appointments or part-time employment.
We must ensure that we conduct our business in a legal and ethical manner,
complying with all relevant legislation, maintaining proper books and records
and handling all funds and assets honestly.
Care should be taken in dealing with confidential and proprietary information,
both ours and our customer's. It should not be disclosed to outside parties,
nor should it be used to derive personal benefit.
It is our policy to deal honestly and fairly with employees, customers,
suppliers and all other agencies and it is expected that all employees will
demonstrate their active support in this matter.
If there is any doubt or difficulty in determining if a course of action or
situation is in conflict with the interests of the Company, employees are
requested to contact their manager, who is responsible for ensuring appropriate
and timely clarification.
Employee Company Page Number 9 of 10
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Only through our combined and ethical action will the Company's reputation be
maintained and our success continued.
Employee Company Page Number 10 of 10
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