EMPLOYMENT AGREEMENT
THIS
AGREEMENT made
as
of January 1, 2006
BETWEEN:
SKINVISIBLE,
INC.
0000
X. Xxxxxxxx Xx., Xxxxx 00
Xxx
Xxxxx, Xxxxxx 00000
(The
“Corporation”)
OF
THE FIRST PART
AND
XXXXX
XXXXXXX
000
Xxxxxxxxx Xxxxxx
Xxxxxxxxx,
Xxxxxx 00000
(The
“Employee”)
OF
THE SECOND PART
WHEREAS:
| A. |
The
Corporation wishes to renew the services of the Employee as President
and
Chief Executive Officer of the Corporation upon the terms and conditions
of this agreement.
|
| B. |
The
Employee has agreed to provide such services as an Employee upon
the terms
and conditions hereinafter set
forth.
|
NOW
THIS AGREEMENT WITNESSES that
in
consideration of the mutual promises, covenants and agreements herein contained,
the parties hereto agree as follows:
| 1. |
Engagement
of Employee
|
| 1.1 |
The
Corporation hereby engages the Employee as President and Chief Executive
Officer of the Corporation and the Employee hereby accepts such
employment.
|
| 1.2 |
The
Employee shall perform all such acts and do all such things as and
when
the same may be necessary to properly and efficiently carry out the
duties
of President and Chief Executive Officer of the Corporation which
duties
shall include but shall not be limited
to:
|
| (a) |
exercising
general direction and supervision over all activities of the
Corporation;
|
| (b) |
performing
such other duties and observing such instructions as may be reasonably
assigned to him from time to time in his capacity of President and
Chief
Executive Officer by the Board of Directors;
and
|
| (c) |
generally
at all times abiding by all lawful directions given him by the Board
of
Directors of the Corporation.
|
| 1.3 |
The
Employee shall at all times use its best effort to advance the interests
of the Corporation, and shall faithfully, industriously, and to the
best
of its abilities, act as an employee of the Corporation in accordance
with
the terms and conditions of this
Agreement.
|
| 1.4 |
The
Employee warrants and represents to the Corporation that the Employee
is
not party to any agreement or subject to any court order which would
prevent the Employee from providing the Consulting
Services.
|
| 2. |
Remuneration
|
| 2.1 |
The
Company shall pay the Employee a gross salary (before standard deductions)
of $13,333.33 per month (the “Salary”) in consideration of the duties
performed by the Employee. The Company shall make all payments in
respect
of the Salary to the Employee in equal installments on a bi-weekly
basis
commencing on the first payroll date of the Company after the date
hereof.
The Employee’s Salary shall be reviewed on an annual basis in each year of
this Agreement during the term of this
Agreement.
|
| 2.2 |
The
Company shall reimburse the Employee for reasonable travelling and
other
expenses actually and properly incurred by the Employee in carrying
out
his duties hereunder, provided that such expenses are supported by
proper
receipts, invoices or vouchers supplied to the Company. The Company
will
provide the Employee with an automobile to be leased and the Company
will
reimburse the Employee for reasonable automobile expenses. The company
shall also reimburse the Employee for living expenses not to exceed
$2,000
per month.
|
| 2.3 |
The
Employee agrees to perform his duties on a continuous and full-time
basis,
provided that the Employee shall be entitled on reasonable prior
written
notice to 4 (four) weeks annual vacation during each year of the
term of
this Agreement. In the event the Employee is not able to take the
vacation
as earned he may elect to receive the vacation time in pay or extend
to
the next year.
|
| 2.4 |
The
Employee will be entitled to stock options to purchase shares of
the
Company to be granted at the discretion of the Board of Directors
of the
Company.
|
| 3. |
Term
of Employment
|
| 3.1 |
The
initial term of this Agreement shall be three (3) years, commencing
on the
date of first written above, subject to earlier termination as hereinafter
provided.
|
2
| 4. |
Confidentiality
and Non-Competition
|
| 4.1 |
The
Employee shall not, either during the term of this Agreement or any
time
thereafter, disclose to any person any confidential information concerning
the business or affairs of the Corporation which the Employee may
have
acquired in the course of or incidental to his employment hereunder
or
otherwise, and the Employee shall not directly use (whether for his
own
benefit or the detriment or intended detriment of the Corporation)
any
confidential information he may acquire with respect to the business
and
affairs of the Corporation.
|
| 4.2 |
The
Employee agrees with the Corporation that he will not, either alone
or in
conjunction with any individual firm, corporation, association or
other
entity, whether as principal, agent, director, officer, employee,
shareholder or in any other capacity
whatsoever:
|
| (a) |
during
the term of this Agreement and for a one year period from the termination
of this Agreement, carry on, or be engaged in, concerned with or
interested in, directly or indirectly, any business which is in whole
or
in part competitive with the business of the
Corporation;
|
| (b) |
during
the term of this Agreement and for a one year period from the termination
of this Agreement, attempt to solicit any suppliers, customers or
employees of the business of the Corporation away from the
Corporation;
|
| (c) |
during
the term of this Agreement and for a one year period from the termination
of this Agreement, knowingly take any act as a result of which the
relations between the Corporation and the suppliers or customers
of the
business of the Corporation may be impaired or which may otherwise
be
detrimental to the business of the
Corporation.
|
| 5. |
Assignment
of Inventions
|
| 5.1 |
Any
and all inventions and improvements on which the Employee may conceive
or
make, during the term of this Agreement, relating, or in any way,
pertaining to or connected with any of the matters which have been,
are or
may become the subject of the Corporation’s investigations, or in which
the Corporation has been, is, or may become interested, shall be
the sole
and exclusive property of the Corporation, and the Employee will,
whenever
requested by the Corporation, execute any and all applications,
assignments and other instruments which the Corporation shall deem
necessary in order to apply for and obtain letters of patent for
U.S. or
foreign countries for the inventions or improvements and in order
to
assign and convey to the Corporation the sole and exclusive right,
title
and interest in and to the inventions or improvements, all expenses
in
connection with them to be borne by the Corporation. The Employee’s
obligations to execute the papers referred to in this paragraph shall
continue beyond the termination of this Agreement with respect to
any and
all inventions or improvements conceived or made by him during the
term of
this Agreement, and the obligations shall be binding on the assigns,
executors, administrators or other legal representatives of the
Employee.
|
3
| 5.2 |
All
inventions and discoveries relating to the business of the Corporation
and
all knowledge and information which the Employee may acquire during
his
engagement shall be held by the Employee in trust for the benefit
of the
Corporation.
|
| 6. |
Termination
|
| 6.1 |
The
Corporation may terminate this Agreement at any time for just cause,
provided that reasonable warning shall have been first given by the
Corporation to the Employee and provided that those obligations of
the
Employee in this Agreement expressly stated to continue on termination
shall continue upon termination and shall not terminate upon termination
of this Agreement.
|
| 6.2 |
The
Employee may terminate this Agreement at any time upon three months
written notice to the Corporation, provided that those obligations
of the
Employee in this Agreement expressly stated to continue on termination
shall continue upon termination and shall not terminate upon termination
of this Agreement.
|
| 7. |
Notices
|
| 7.1 |
Any
notice required or permitted to be given under this Agreement shall
be in
writing and may be delivered personally or by telecopier, or by pre-paid
registered post addressed to the parties at the above-mentioned addresses
or at such address of which notice may be given by either of such
parties.
Any notice shall be deemed to have been received if personally delivered
or by telex or telecopier, on the date of delivery and, if mailed
as
aforesaid, then on the fourth business day after and excluding the
day of
mailing.
|
| 8. |
Assignment
|
| 8.1 |
This
Agreement may not be assigned in whole or in party by the Employee
without
the prior written consent of the
Corporation.
|
| 8.2 |
This
Agreement may not be assigned in whole or in part by the Corporation
without the prior written consent of the
Employee.
|
| 9. |
Interpretation
|
| 9.1 |
This
Agreement shall be governed by and construed in accordance with the
laws
of the State of Nevada.
|
| 9.2 |
All
headings used in this Agreement are for convenience of reference
only and
are not to be used as an aid in the interpretation of this
Agreement.
|
| 9.3 |
This
Agreement replaces and supercedes all other contracts, including
consulting agreements and employment agreements, between the Employee
and
the Corporation.
|
4
IN
WITNESS WHEREOF the
parties have executed this Agreement as of the day and year first above
written.
SKINVISIBLE,
INC.
By
it’s
authorized signatory:
| By: | /s/ Xxxxx Xxxxxxx | /s/ Jost Steinbruchel | |
|
Its:
|
Xxxxx
Xxxxxxx
President
|
Jost
Steinbruchel
Director
|
|
| By: | /s/ Xxxx XxXxxxxxx | ||
|
Xxxx
XxXxxxxxx
Director
|
| SIGNED, SEALED AND DELIVERED | ) | ||
| BY: Xxxxx Xxxxxxx | ) | ||
| In the presence of: | ) | ||
| ) | |||
| _______________ | ) | /s/ Xxxxx Xxxxxxx | |
| ) | Xxxxx Xxxxxxx | ||
