EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is effective as of January 1, 2005,
by and between Hemobiotech, Inc., a Delaware corporation (the "Company"), and
Xxxxxx Xxxxx (the "Executive")
WHEREAS, Executive is a consultant acting in the capacity of Acting
Chief Financial Officer of the Company and has contributed to the financial
management of the Company;
WHEREAS, The Company desires to employ Executive as a full time
employee in the capacity of Acting Chief Financial Officer;
Now, Therefore, in consideration of the premises and mutual covenants
and agreements herein contained, the parties hereby agree as follow:
1) EMPLOYMENT AND DUTIES. The Company hereby employs Executive and
Executive hereby accepts such employment in the capacity of Acting
Chief Financial Officer of the Company to act in accordance with the
terms and conditions hereinafter set forth. During the term of this
Agreement, Executive agrees that this position will be his principal
employment, that he will devote his best efforts and all of his
business time, attention and skills to the operation of the Business of
the Company and that he will perform such duties, functions,
responsibilities and authority in connection with the foregoing as are
from time to time delegated to Executive by the Board of Directors
and/or the Chief Executive Officer of the Company as delegated by the
Board of Directors. For purposes of this Agreement, the Business of the
Company shall be defined as the development and commercialization of a
substitute for human and/or animal blood.
2) TERM. The term of this Agreement shall commence on the date hereof and
shall continue until the Company or the Executive terminates the
agreement with 14 day notice.
3) COMPENSATION. In consideration of all of the services to be rendered by
Executive to the Company hereunder, the Company
hereby agrees to pay or otherwise provide Executive the following compensation,
it being understood that the Company shall have the right to deduct therefrom
all taxes which may be required to be deducted or withheld under any provision
of applicable law ( including but not limited to Social Security payments,
income tax withholding and other required deductions now in effect or which may
become effective by law any time during the Term):
a) SALARY. Executive shall receive $60 per hour of service to the
Company. The duties and time of service will be determined by
the Board of Directors and/or the Chief Executive Officer as
delegated by the Board of Directors.
b) EXPENSES. Executive shall be entitled to receive reimbursement
for all reasonable expenses incurred by him in connection with
the fulfillment of his duties hereunder; provided, however,
that Executive has complied with all policies and procedures
relating to the reimbursement of such expenses as shall, from
time to time, be established by the Company.
4) TERMINATION. This Agreement shall terminate on the earliest to
occur of the following events:
i. the termination of Executive by the Company.
ii. the termination by the Executive.
iii. the Company and the Executive will give 14 day advance
notice to termination.
5) RESTRICTIVE COVENANTS. Executive and the Company agree that
the Company would suffer irreparable harm and incur
substantial damage if Executive were to enter into Competition
(as defined herein) with the Company. Therefore, in order for
the Company to protect its legitimate business interests,
Executive agrees as follows:
a) Without prior written consent of the Company,
Executive shall not, during the period of employment
with the Company, directly or indirectly, invest or
engage in any business that is Competitive (as
Defined herein) with the Business of the Company,
except that Executive may own up to five percent
(5%) of any outstanding class of securities of any
company registered under Section 12 of the Securities
Exchange Act of 1934, as amended.
b) Upon termination of his employment with the Company,
and for a period of twelve (12) months thereafter,
Executive shall not, either directly or indirectly,
engage, hire, employ or solicit in any manner
whatsoever the employment of an employee of the
Company.
c) For purposes of this Agreement, a business or
activity is in "Competition "or "Competitive" with
the Business of the Company if it involves, and a
person or entity is a "Competitor", if that person or
entity is engaged in, or about to become engaged in,
the development of a substitute for blood of human as
well as animal origin.
6) DISCOVERIES AND INVENTIONS.
a) Executive hereby assigns to the Company all his
right, title, and interest in and to any and all
inventions, discoveries, developments, improvements,
techniques, designs, data, and all other work
products, which Executive conceives of, reduces to
practice, in the course of his employment.
b) Executive agrees to perform all acts necessary to
enable the Company to learn of and protect the rights
it receives hereunder, including, but not limited to,
making full and immediate disclosure of all
documents required to acquire and convey to the
Company patent and copyright protection in the United
States and elsewhere.
7) CONFIDENTLALITY. For purposes of this Agreement, "Confidential
Information and Trade Secrets" shall mean all information,
ideas, know how, trade secrets, processes, computer software
or programs and related documentation, methods, practices,
fabricated techniques, technical plans, information and all
other compilations of information which relate to the Business
of, and are owned by, the company, which were not known
generally to others engaged in the Business of the Company and
which the Company has taken affirmative actions to protect
from public disclosure or which do
not exist in the public domain. Executive acknowledges that,
during his term of employment with the Company, he shall have
access to and become familiar with Confidential Information
and Trade Secrets that are owned by the Company. Executive
shall not use, in any way or disclose any of the Confidential
Information and Trade Secrets, directly or indirectly, either
during the term of his employment or at any time thereafter,
except as required in the course of his employment. All files,
records, documents, information, data and similar items and
documentation relating to the Business of the Company, whether
prepared by Executive or otherwise, coming into Executive's
possession, shall remain the exclusive property of the Company
and will be returned to the Company by the Employee after
Termination of this Agreement. The obligations of this Section
7 are continuous and shall survive the termination of
Executive's employment with the Company.
8) NOTICES. Any notice or other communication required or
permitted to be given hereunder shall be in writing and deemed
to have been given when delivered in person or when dispatched
by telegram or mail, registered or certified, return receipt
requested, postage prepaid, simultaneously dispatched to the
addresses at the addresses specified below.
If to Executive: Xxxxxx Xxxxx, 0000 Xxxxxx Xx.,
Xxxxxx, Xx 00000, Phone number is 000-000-0000
If to the Company: Hemobiotech, Inc., 00000 Xxxxxx
Xxxxxxx, Xxxxxx, XX 00000, Phone number is 000-000-0000.
9) ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto relating to the subject
matter hereof, and supersedes all prior agreements and
understandings, whether oral or written, with respect to the
same. No modification, alteration, amendment or recision of or
supplement to this Agreement shall be valid or effective
unless the same is in writing and signed by both parties
hereto.
10) GOVERNING LAW. This Agreement and the rights and duties of the
parties hereunder shall be governed by, construed under and
enforced in accordance with the laws of the State of Delaware.
11) ASSIGNMENT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective
assigns. The rights, duties and obligations and permitted
Agreement are assignable by the Company to a successor of all
or substantially all of the business or assets of the Company.
The rights, duties and obligations of Executive under this
Agreement shall not be assignable.
12) SEVERABILITY. The invalidity of any provision of this
Agreement under the applicable laws of the State of Delaware
or any other jurisdiction, shall not affect the other
provisions. The intention of the parties, as expressed in any
provision held to be void or ineffective, shall be given such
full force and effect as may be permitted by law.
13) REMEDIES. Executive and the Company recognize that the
services to be rendered under this Agreement by Executive are
special, unique, and of extraordinary character, and that in
the event of the breach by Executive of the terms and
conditions of Sections 5, 6 and 7 hereof the Company shall be
entitled, if it so elects, to institute and prosecute
proceedings in any court of competent jurisdiction, either in
law or in equity, to obtain damages for any breach thereof or
to enforce the specific performance services for any other
person, firm or corporation engaged in activities Competitive
with the Business of the Company.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.
HEMOBIOTECH, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, "Executive"
