EXHIBIT 10.5
AMENDED
SPECIAL TERMS AND CONDITIONS OF EMPLOYMENT
This Agreement is made effective January 1, 2003, between Mobile Reach
Technologies, Inc., a North Carolina corporation with a principal place of
business at 0000 Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxx, Xxxxx Xxxxxxxx 00000,
("Company"), and Xxxx X. Xxxxx residing at 000 Xxxxxx Xxxxx Xxxx, Xxxx, Xxxxx
Xxxxxxxx 00000 ("Employee").
This Agreement is based on the following understandings:
a. Company wishes to employ Employee and Employee desires to be
employed by Company in a position of trust and confidence to aid Company in its
Business; and
b. Prior to effective date of the original version of this
Agreement, the parties discussed and agreed that as a condition of employment,
and as part of the continued financial compensation established for Employee,
the parties would enter into this Agreement to establish their respective rights
in and to the use of certain proprietary and confidential information and
intellectual property and to the work product of Employee, and to enter into an
understanding regarding the use of Company's assets, information and goodwill to
compete with Company; and
c. This agreement is an amendment of a prior version of agreement
which was entered into prior to employment and a condition of employment. This
amendment, which reduces certain restrictions set forth in earlier versions of
the agreement, is made in further consideration of a loan in the amount of fifty
two thousand four hundred sixty six dollars and twenty five cents ($52,466.25)
made by Employer to Employee of even date herewith . Therefore, in recognition
of the prior consideration and in further consideration of said loan made to
employee, the Parties to this Agreement, affirming the correctness of each
recital above, contract as follows:
1. Consideration. This Agreement is executed by Employee in
consideration of continued employment of Employee by Company and in
consideration of the loan in the amount of fifty two thousand four hundred sixty
six dollars and twenty five cents ($52,466.25) made by Company to Employee.
Employee further acknowledges that the consideration is sufficient and adequate
consideration for all covenants and commitments made by Employee to Company in
this Agreement.
2. Company's Business. It is understood by Employee that
"Company's Business" includes the development, promotion and sales of integrated
information technology solution utilizing the Company's proprietary technology.
Any notification of Employee by Company, oral or written, or any reasonable
knowledge on the part of Employee that Company's Business includes other
specific aspects shall expand Employee's obligations under this Agreement to
include these additional aspects of Company's Business.
3. Confidential Information. For the purposes of this Agreement,
"Confidential Information" shall mean each of the following: (a) any information
or material proprietary to Company or designated as confidential either orally
or in writing by Company; and (b) any information not generally known by
non-Company personnel (other than persons subject to confidentiality); and (c)
any information which Employee should know Company would not care to have
revealed to others or used in competition with Company; and (d) any information
which Employee made or makes, conceived or conceives, developed or develops or
obtained or obtains knowledge or access through or as a result of Employee's
relationship with Company (including information received, originated,
discovered or developed in whole or in part by Employee). The Confidential
Information includes but is not limited to the following types of information
and other information of a similar nature (whether or not reduced to writing):
Inventions (as defined below), development procedures, test methodologies,
research results, "Know-how", specifications, models, software in various stages
of development, technical, user and product documentation under development,
internal documentation, diagrams, data, flowcharts, spreadsheets, marketing and
development plans, customer (licensee) names and other information related to
current and potential customers (including without
Page 1
limitation addresses and phone numbers and the software licensed by them), price
lists, pricing policies, supplier lists, financial information and employee
files. It shall also include, without limitation, data, notes, records, files,
memoranda, reports, designs, drawings, plans, sketches, documents, equipment,
and print-outs, and the like, in any way or in any medium incorporating or
reflecting any of the Confidential Information, or relating to the Business of
Company, or to any customer, vendor, licensor, licensee or other party
transacting business with Company. In addition to the Confidential Information
described above, Confidential Information includes, without limitation, customer
lists, applicant data, consultant or contractor data, personnel lists, fee
schedules, training manuals and materials, devices, processes and compilations
of information, records and specifications, computer database, programs and
software, financial data and plans, profit margins and pricing policies and
practices, sales and marketing techniques, history, and data forecasts, and
personnel training techniques and materials. Confidential Information also
includes any information described above which Company obtains from another
party and which Company treats as proprietary or designates as Confidential
Information, whether or not owned or developed by Company, including without
limitation information of or concerning Company's customers. The failure of
Company to xxxx any of the above-described information as proprietary,
confidential, or secret shall not affect its status as part of the Confidential
Information protected by this Agreement.
For the purposes of this Agreement, "Inventions" shall mean ideas,
designs, creations, concepts, techniques, inventions, improvements, discoveries,
and works of authorship, whether or not patentable or protectable by copyright
or patent, whether or not fixed in a tangible medium of expression and whether
or not reduced to practice, including but not limited to the nature and results
of research and development activities, processes, formulae, algorithms,
devices, designs, processes, computer programs, and methods, together with any
improvements thereon or thereto, derivative works or applications derived
therefrom, and know-how related thereto that are created by Employee in
conjunction with employment by the Company..
Information publicly known that is generally employed by the software
industry at or after the time Employee first learns of such information,
information known to Employee before employment began, or generic information or
knowledge which Employee would have learned in the course of similar employment
or work elsewhere in the software industry shall not be deemed part of the
Confidential Information.
Employee understands and agrees that, due to the nature of the
Company's Business, maintaining confidentiality of information regarding the
Company's operations, activities and plans is especially important. Employee
acknowledges that Employee has an affirmative obligation to protect the
Company's information. The parties acknowledge and agree that the Company's
Trade Secret and the Company's Confidential Information are valuable assets of
the Company. Solely by virtue of specialized employment with the Company,
Employee has acquired and will continue to acquire knowledge of and gain access
to Trade Secrets and Confidential Information of the Company. In addition to the
Confidential Information defined above, such Trade Secrets and Confidential
Information are defined to include all items, materials, and information
(whether or not reduced to writing and whether or not patentable or
copyrightable) which belong to the Company, relate to the present or future
business of the Company, are kept confidential and secret by the Company, and
are not generally known in the industry in which the Company is engaged.
4. Non-Disclosure of Confidential Information. Employee agrees
that Employee has a fiduciary duty to Company and that Employee shall hold in
confidence and shall not, except in the course of performing Employee's
employment obligations or pursuant to written authorization from Company, at any
time during or for twenty-four (24) months after termination of Employee's
relationship with Company (a) directly or indirectly reveal, report, publish,
disclose or transfer the Confidential Information or any part thereof to any
person or entity; (b) use any of the Confidential Information or any part
thereof for any purpose other than for the benefit of Company; (c) assist any
person or entity other than Company to secure any benefit from the Confidential
Information or any part thereof or (d) solicit (on Employee's behalf or on
behalf of any third party) any employee of Company for the purpose of providing
services or products which Employee is prohibited from providing hereunder. For
purposes of this Paragraph 4, Employee shall disclose Confidential Information
in the course of performing Employee's employment obligations only to the
Company's employees who have a need to know the Confidential Information, and
Employee shall use all necessary efforts to prevent inadvertent disclosure of
Confidential Information to any employee of the Company who does not have a need
to know the Confidential Information.
Page 2
Employee will immediately notify the Company in writing in the event Employee
becomes aware of any independent use, publication, or disclosure of any
Company's Trade Secrets or Confidential Information.
No Confidential Information or Trade Secrets, or copies, summaries or
compilations of any kind, will be removed from the Company's premises including
its intranet or any other virtual premises of the Company or the premises of the
Company's customers under any circumstances whatsoever without prior written
consent of the Company unless such access is in the usual course of business and
for the purpose of furtherance of the Company's business. Employee promises to
return all Confidential Information and Trade Secrets, including copies,
computer downloads, summaries or compilations of such information to the Company
upon termination of employment or at any other time at the request of the
Company. Employee expressly recognizes that the taking of the Company's Trade
Secrets or Confidential Information by memory or other intangible means is and
shall be no different from the taking of any such Trade Secrets or Confidential
Information in a tangible form.
The obligations of this Paragraph 4 shall terminate with respect to any
particular portion of the Confidential Information if: (a) it is in the public
domain before or during employment; or (b) it enters the public domain
subsequent to termination and without any fault or disclosure on the part of
Employee; or (c) Company releases Employee from restriction or (d) it is
required to be disclosed by law, but then only to the extent of the court order
requiring such disclosure.
5. Ownership. Except as limited by this Section, Employee agrees
that all Confidential Information, and all work product of any type or nature
resulting from work performed by Employee for Company related to Company's
Business, even if such work product is not Confidential Information (the
Confidential Information and such work product being defined as "Work Product"),
shall belong exclusively and without any additional compensation to Company.
Employee agrees that any original copyrightable Work Product shall be considered
as "works made for hire," and that Company shall be deemed the author thereof,
provided that to the extent such Work Product is determined not to constitute
"works made for hire" as a matter of law, Employee hereby irrevocably assigns
and transfers to Company all rights in and to such Work Product.
Company's ownership right to such Work Product shall extend provided
that the assignment of rights shall not apply to creations developed entirely on
Employee's own time even if the Employee's own time is during normal business
hours and even if occasional use of Company's equipment is made and provided
that the creations do not (a) relate to Company's Business or Company's actual
or Company's demonstrably anticipated research or development, or (b) result
from any work performed by Employee for Company. This Agreement is not intended
to, and shall not be interpreted to, assign or vest in Company rights not
assignable pursuant to North Carolina General Statute section 66-57.1.
6. Disclosure to Company. Employee agrees that during employment
he/she will promptly inform and disclose to the Company all copyrighted
materials or programs, programs or materials subject to being copyrighted,
inventions, designs, improvements and discoveries which he/she has or may have
during his/her employment which pertain or relate to the business of the Company
or to any research or experimental or developmental work carried on by the
Company, or which results from or is suggested by any work performed by Employee
on behalf of the Company or any of its customers. Such disclosure shall be made
whether or not such programs, materials, inventions, designs, improvements and
discoveries are conceived by the Employee alone or with others and whether or
not conceived during regular working hours. All such copyrighted programs,
materials, inventions, designs, improvements and discoveries shall be the
exclusive property of the Company. At the Company's sole expense and without
further compensation to Employee, the Employee shall assist in obtaining patents
or copyrights on all such inventions, programs, materials, designs, improvements
and discoveries deemed patentable or subject to copyright by the Company and
shall execute all documents and do all things necessary to obtain letters,
patent, or vest the Company with full and exclusive title thereto, and protect
the same against infringement by others. Employee will not be entitled to
additional compensation for any inventions or designs made during the course of
his/her employment.
7. Collaboration. Employee warrants that Employee will disclose
the participation of any other person in any of Employee's work for Company.
Absent such disclosure, Employee warrants that all work
Page 3
performed by Employee will be Employee's own and that no other person shall have
any right, title, or interest in any work submitted to Company.
8. Assistance After Employment. Employee agrees that if,
subsequent to Employee's employment by Company, his assistance is needed in
regard to securing, defending, or enforcing any patent or copyright of which
Employee is an inventor, co-inventor, author or co-author Employee shall provide
requested assistance reasonably scheduled with Employee and Company shall pay
reasonable compensation for his time at a rate to be agreed upon but not higher
than 150% of the last salary rate paid to Employee by Company during his
employment, together with full reimbursement of reasonable and necessary
directly-related expenses.
9. Third-Party Obligations. Employee acknowledges that Company
from time to time may have agreements with other persons or entities or with the
government or other agencies that impose obligations or restrictions on Company
regarding work to be created by Employee during the course of his employment, or
regarding the confidential nature of the work or Confidential Information of the
third party disclosed during or used as part of such work. Employee agrees to be
bound by all such obligations and restrictions and to take all action necessary
to discharge the obligations of Employer thereunder.
10. Non-Competition. Employee will obtain access to Company's
Confidential Information, customers and goodwill, all of which can be used to
provide Employee with an unfair advantage if used to compete against Company.
Employee recognizes that Company has invested and intends to invest substantial
amounts of money and other resources to place Company in a position as a member
of a premiere organization in the areas of Company's Business, that Employee by
reason of Employee's affiliation with Company will acquire a high stature and
goodwill in the industry related to Company's Business, and that it would be
unfair for Employee to trade on this stature and goodwill to the competitive
disadvantage of Company. Employee further acknowledges that the nature of
Company's Business results in activities and customers located throughout the
United States and in several countries in the world. Company's Business could be
performed and its goodwill used in any location in the world; the fact that a
customer or employee is not currently located in that city or state does not
mean that the undertaking of activities by Employee in the city or state in
competition with Company's Business would have a different impact than
undertaking of the activity in a city or state where customers or employees are
located. The Parties also recognize that it is the intent of Company, to the
fullest extent permitted by law, to protect the unique aspects of Company's
Business and to prevent specialized knowledge, skills and relationships acquired
by Employee during the course of Employee's employment with Company from being
used in a manner that interferes with Company's goodwill or customer relations
or gives an unfair advantage to the former Employee and/or Employee's new
employer, or places Employee or the new employer in an unfair competitive
position. Employee recognizes that in order to protect the legitimate business
interests of Company and the investments of its Shareholders, it is reasonable
and necessary for Employee to restrict certain of Employee's actions during
Employee's employment and for the period of time after the date of Employee's
termination of employment as specified below. Therefore Employee agrees as
follows:
(a) The term of these restrictions is the first three months after
termination of employment;
(b) The geographic scope of the restriction set forth in this
Paragraph 10 is (i) a fifty mile radius of the corporate headquarters of
Company; and (ii) a twenty mile radius of all cities where Company is currently
doing business at the time of termination of employment; and (iii) a twenty mile
radius of all cities where Company has contracted to do business; and (iv) a
twenty mile radius of all cities where Company has contracts under negotiations;
and (v) the United States; and (vi) the World.
(c) Employee (i) will not accept employment with a business which
competes with Company's Business if such employment will require Employee to
engage in actions similar to those actions undertaken by Employee in the course
and scope of Employee's employment with Company, and if such actions would draw
upon specialized training received at Company, utilize specialized skills
developed at Company, draw upon Company's goodwill, draw upon industry or
potential or current customer contacts developed at Company, or utilize
procedures developed by Company; and (ii) will not accept employment with a
business which competes with Company's Business if such employment will require
Employee to engage in actions similar to those actions undertaken by
Page 4
Employee in the course and scope of Employee's employment with Company; and
(iii) not engage in, or take action for the purpose of enabling Employee to
engage in, either as an individual, employee, consultant, independent
contractor, advisor, or otherwise, or be interested in (as present or
prospective owner, partner, investor, shareholder (except in a publicly traded
company), advisor, or otherwise), a business which competes with Company's
Business, except that Employee may be employed by such a competing business
provided that Employee does not work in the section or division of the competing
business which competes with Company's Business and that such employment shall
not require a breach of the Nondisclosure requirements of Paragraph 4, and,
further, that Employee may accept an employment position with a customer of
Company.
(d) Employee will not, either directly or indirectly, individually
or through any other entity or otherwise: (i) employ or seek to employ, in any
business competitive with Company's Business, any person who is currently an
employee of Company or an independent contractor engaged in the provision of
services for Company, or who becomes an employee or independent contractor
during Employee's employment with Company; and (ii) will not knowingly take any
action detrimental to the relationship between Company and its present and
future employees or independent contractors.
(e) Employee will not, with respect to any business or business
activity in competition with the Company's Business, either directly or
indirectly, solicit, influence, or attempt to influence any customer of Company,
or any business which has been a customer of Company (i) within the last six
months prior to Employee's termination, and (ii) within the seventh through
twelfth month prior to Employee's termination with regard to the customer's
purchase of services from Company, or take any action detrimental to the
existing or prospective (under negotiation) relationships between Company and
any customer.
(f) Employee will not, either directly or indirectly, solicit,
influence, or attempt to influence any provider of services or sites to Company
so as to have a detrimental impact upon the relationship between the Company and
any provider of services to the Company, including without limitation test
sites, or any person or entity which has been a provider of services to Company
(i) within the last six months prior to Employee's termination, and (ii) within
the seventh through twelfth month prior to Employee's termination.
The provisions and clauses of this Paragraph 10 are separate and
independent covenants, and the invalidity or unenforceability of one or more of
the provisions or clauses hereof shall not affect the validity or enforceability
of the remaining provisions or clauses.
The term of this non-competition covenant shall be tolled during any
period of actual competition by the Employee and/or any period of litigation
required to enforce the Employee's obligations under this Agreement.
11. Change of Noncompetition Restrictions. The parties recognize
that the law relating to noncompetition has been and is evolving, and what may
be permitted as restrictions change with decisions of the courts and new
statutes. Therefore, the Parties agree that to the extent the law changes
Company may, without the prior consent of Employee or any further compensation
to Employee, amend any provision or clause of Paragraph 10 to meet the
requirements of the change; provided, however, that no such amendment shall
impose any greater restrictions on Employee than those in the above Paragraph
10.
12. Warranty by Employee. Employee represents and warrants that
his performance of all terms under this Agreement does not result in a breach of
any duty owed by Employee to another, under contract or otherwise, or violate
any confidence of another. Employee agrees not to disclose to Company or induce
Company to use any confidential or proprietary information belonging to any of
the Employee's previous employers or others. Employee warrants that Employee has
executed no prior noncompetition, nondisclosure or confidentiality agreements
that would in any way interfere with his work for or employment by Company.
Employee represents and warrants that Exhibit A attached hereto, entitled "List
of Work Product," is a true and complete list of all creations, if any, whether
or not patented or copyrighted and whether or not reduced to practice, made by
Employee prior to his employment with Company, and which therefore are not
subject to the provisions of Paragraph 5; provided, however, that any
improvements, whether or not patentable or reduced to practice, made to or on,
or any
Page 5
derivative work made from, any of the listed confidential and propriety
information after Employee's commencement of employment by Company are subject
to the terms of Paragraph 5.
Employee agrees to notify Company in writing before Employee makes any
disclosure to or performs any work on behalf of Company which appears to
threaten or conflict with any proprietary right Employee claims in any Work
Product and in the event of Employee's failure to give such notice, Employee
shall make no claim against Company with respect to any such Work Product.
13. Exit Interview. Employee agrees that upon termination of
Employee's employment for any reason, Employee shall participate in an exit
interview with Company personnel. At or prior to the time of this interview
Employee shall deliver to Company all notes, data, reference materials,
sketches, drawings, memoranda, correspondence, manuals, letters, notebooks,
reports, programs, proposals, or any other documents, whether in written,
electronic or other media, concerning Company's Business or incorporating or
reflecting any of the Confidential Information. Employee agrees that, upon
request, Employee will execute a sworn statement that Employee has complied with
the terms of this Paragraph, and that should Employee fail to execute such a
statement Company may withhold any and all amounts due to Employee for any
reason, except minimum compensation required by law.
14. Extraordinary Relief. Nothing in this Agreement shall be
construed as prohibiting Company from pursuing all remedies available to Company
for breach of this Agreement. Employee recognizes and agrees that because of the
unique nature of the Confidential Information his breach of this Agreement will
irreparably injure Company, for which Company could not adequately be
compensated by remedies at law. Should Employee at any time reveal or use for
the benefit of other than Company or threaten to so reveal or use any
Confidential Information, or during any restricted period violate or threaten to
violate any of the restrictions in Paragraph 10, Company shall be entitled to an
injunction restraining Employee from doing or continuing to do or performing any
such acts, and Employee hereby consents to the issuance of such injunction
against Employee. Employee further agrees to waive any bond requirement that may
arise if Company is forced to seek injunctive relief to enforce the terms of
this Agreement.
15. Accounting for Profits Indemnification. Employee covenants and
agrees that, if Employee shall violate any of Employee's covenants or agreements
under this Agreement, Company shall be entitled to an accounting and repayment
of all profits, compensation, royalties, commissions, remunerations or benefits
which Employee directly or indirectly shall have realized or may realize
relating to, growing out of or in connection with any such violation; such
remedy shall be in addition to and not in limitation of any injunctive relief or
other rights or remedies to which Company is or may be entitled at law or in
equity or otherwise under this Agreement. Employee hereby agrees to defend,
indemnify and hold harmless Company against and in respect of: (i) any and all
losses and damages resulting from, relating or incident to, or arising out of
any misrepresentation or breach by Employee of any warranty, covenant or
agreement made or contained in this Agreement; and (ii) any and all actions,
suits, proceedings, claims, demands, judgments, payments, costs and expenses
(including reasonable attorneys' fees) incident to the foregoing.
16. Successor Employers. Employee hereby authorizes Company to
provide a copy of this Agreement, including any Exhibits, to any and all future
Employers, and to notify any and all future Employers that Company intends to
exercise its legal rights arising out of or in conjunction with the Agreement
and/or any breach or any inducement of breach of it.
17. Reasonableness and Enforceability. EMPLOYEE HAS READ AND
CAREFULLY CONSIDERED THE TERMS OF THIS AGREEMENT, HAS HAD THE OPPORTUNITY TO
CONTACT EMPLOYEE'S OWN LEGAL COUNSEL TO ADVISE EMPLOYEE REGARDING THE TERMS OF
THIS AGREEMENT, AND EMPLOYEE NOW AGREES THAT THE TERMS OF THIS AGREEMENT ARE
FAIR AND REASONABLE AND ARE REASONABLY REQUIRED FOR THE PROTECTION OF THE
INTEREST OF COMPANY AND ITS SHAREHOLDERS. EMPLOYEE FURTHER AGREES THAT THE
RESTRICTIONS AND COVENANTS OF THIS AGREEMENT WILL NOT IMPAIR THE ABILITY OF
EMPLOYEE TO SECURE EMPLOYMENT SO AS TO BE ABLE TO MAKE A REASONABLE
Page 6
LIVING. The provisions of this Agreement shall be enforceable notwithstanding
the existence of any claim or cause of action of Employee against Company
whether predicated on this Agreement or otherwise. Failure of Company to enforce
at any time or for any period of time any of the conditions or covenants of this
Agreement shall not be construed as a waiver of such provisions or of the right
of Company to enforce subsequent breaches of the same or other conditions and
covenants, unless such permanent waiver is provided to Employee in writing and
signed by the President of Company.
18. Reformation/Severability of Agreement. If any provision of
this Agreement shall for any reason be adjudged by any court of competent
jurisdiction to be illegal, invalid or otherwise unenforceable, such judgment
shall not affect, impair or invalidate the remainder of this Agreement but shall
be confined in its operation to the provision of this Agreement directly
involved in the controversy in which such judgment shall have been rendered. The
invalid or unenforceable provision shall be reformed so that each party shall
have the obligation to perform reasonably alternatively to give the other party
the benefit of its bargain. In the event the invalid or unenforceable provision
cannot be reformed, the other provisions or applications of this Agreement shall
be given full effect, and the invalid or unenforceable provision shall be deemed
struck.
19. Successor and Assigns. This Agreement shall inure to the
benefit of and be binding upon Company, its successors and assigns, including
without limitation any entity which may acquire all or substantially all of
Company's assets and business or into which Company may be consolidated or
merged, and the Employee, his/her heirs, executors, administrators and legal
representatives. Employee may not assign any of his obligations under this
Agreement.
20. Dispute Resolution. The parties agree that all claims or
disputes arising between the parties bound by this Agreement which relate to
this Agreement or the breach thereof shall be submitted to one arbitrator for
binding arbitration in Wake County, North Carolina, which arbitration shall be
conducted by and in accordance with the rules of the Private Adjudication Center
(PAC), or if such program should cease to exist then to the American Arbitration
Association. Notwithstanding the foregoing, either party may bring an injunction
proceeding before a court of equity in the event that damages for a breach are
not likely to be an adequate remedy, such proceeding to be brought in a judicial
district that includes Wake County, North Carolina, and the parties hereby
consent to the jurisdiction of such court. The parties agree that this Agreement
shall be governed and construed by the laws of the state of North Carolina, and
that no conflict-of-laws provision shall be invoked to permit application of the
laws of any other state or jurisdiction. The award rendered by the arbitrators
shall be final, and judgment may be entered upon it in accordance with
applicable law in any court having jurisdiction thereof. Except by written
consent of the person or entity sought to be joined, no arbitration arising out
of or relating to this Agreement shall include, by consolidation, joinder or in
any other manner, any person or entity not a party to, otherwise bound by, the
agreement under which such arbitration arises, unless it is shown at the time
the demand for arbitration is filed that (a) such person or entity is
substantially involved in a common question of fact or law; (b) the presence of
such person or entity is required if complete relief is to be accorded in the
arbitration; and (c) the interest or responsibility of such person or entity in
the matter is substantial. The provisions of this Agreement to arbitrate and any
other written agreement to arbitrate referred to herein shall be specifically
enforceable under the prevailing arbitration law of North Carolina.
21. Merger. This Agreement constitutes the entire Agreement
between the Parties with respect to the subject matter hereof; and supersedes
and replaces any oral or written communications and any undertakings otherwise
made between the Parties relating to the subject matter. Except as specified in
Paragraph 11, no changes, modifications, or amendments of any terms and
conditions of this Agreement are valid or binding unless agreed to in a writing
signed by Employee and the President of Company.
This Agreement is effective January 1, 2003 and is executed in
duplicate originals.
[Signatures on Next Page]
* * * *
Page 7
Signature Page for Xxxx Xxxxx Special Terms and Conditions of Employment
/S/ Xxxx X. Xxxxx MOBILE REACH TECHNOLOGIES, INC.
--------------------
Employee
/S/ Xxxx X. Xxxxxxx /S/ Xxxxxxx X. Xxxxxx
-------------------- --------------------------------------------
Witness Xxxxxxx X. Xxxxxx, Chief Executive Officer
Page 8
EXHIBIT A
LIST OF WORK PRODUCT
NOT SUBJECT TO OWNERSHIP BY MOBILE REACH TECHNOLOGIES, INC.
The following is a complete list of all Work Product relevant to the
subject matter of my employment by Mobile Reach Technologies, Inc. that has been
made or conceived or first reduced to practice by me alone or jointly with
others prior to my employment by Mobile Reach Technologies, Inc. that I desire
to remove from the operation of the Mobile Reach Technologies, Inc. Employment
Agreement, to which this is attached as Exhibit A.
__________ No inventions or improvements.
__________ Any and all such inventions as are described below:
___________ Additional sheets attached.
/S/ Xxxx X. Xxxxx
--------------------
Employee
Page 9
