EXHIBIT 10.17
THIS EMPLOYMENT AGREEMENT (the "Agreement") is by and between Digital Broadcast
Network Corporation, a Missouri corporation, having its principle offices at 000
Xxxxxxx Xxxxxxx, Xxxxxxxxxxxx, Xxxxxxxx 00000 ("dbn"), and Xxxx X. Xxxxxxxxxxx
an individual residing at 000 Xxxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000
("Employee") and is effective October 11, 1999.
1. In consideration of your employment by dbn and other good and valuable
consideration, you agree to devote your full business time and attention to
the business and affairs of dbn and to faithfully perform the duties
enumerated in this Agreement or in any exhibit attached hereto.
2. dbn shall pay you an annual base salary of $ 180,000, payable in equal bi-
monthly installments of $7500.00, subject to customary withholding taxes
and other employment taxes as required. dbn will pay or reimburse you for
reasonable travel and other expenses incurred by you in the performance of
your duties, upon presentation of expense statements, vouchers or such
other reasonable supporting information as is generally required by dbn in
accordance with its expense account policies.
3. You shall be entitled to participate in any health insurance, life
insurance or benefit plans that dbn may offer to its employees on the same
basis and under the same terms as similarly situated employees
4. You understand and agree that your employment at dbn is not for any
specified term and that either dbn or you may terminate the employment
relationship with or without notice or cause at any time. The relationship
established hereunder is employment at will.
5. In order for dbn to reasonably protect its interests against the
competitive use of any of dbn's Confidential Information, you agree both
during your employment with dbn and at all times thereafter, to keep all
Confidential Information in the strictest confidence and not to discuss,
publish, communicate, transmit, disclose reproduce, or otherwise use such
Confidential Information, in any manner whatsoever, in whole or in part,
without dbn's prior written consent. For purposes of this Agreement,
"Confidential Information" shall mean any communication disclosed to you or
known by you as a consequence of or through your past, present or
prospective employment or business relationship with dbn, not generally
known and available in dbn's industry, which constitutes dbn's proprietary
and non-public method(s) of doing business, including, but not limited to,
any information related to trade secrets, pricing formulas, know-how, test
data, customer lists, vendor lists, training and operating manuals,
software, and reporting systems.
6. In order for dbn to reasonably protect its interests against the
competitive use of any of dbn's Confidential Information or business
relationships, you agree that during your employment and for a period of
one year after the termination of employment, for whatever reason, you
shall not, within a 100 mile radius of any city where you provided or
marketed services to or on behalf of dbn or to or on behalf of any customer
or potential customer of dbn, engage directly or indirectly, acting alone
or with others, voluntarily or involuntarily in any of the following
conduct:
a. solicit or attempt to solicit customers or potential customers of dbn
with a view towards diverting or attempting to divert from dbn any
business which dbn has enjoyed, to you or to any other individual,
firm, corporation, partnership, association or other entity other than
dbn who or which is competitive with dbn or engaged in a business
competitive with dbn's Business.
b. solicit any person or persons employed by or otherwise associated with
dbn for the purpose of terminating said employee's or person's
employment relationship or association with dbn.
c. own, operate, engage in, be interested in, control through stock
ownership or otherwise, or become employed by, work for, advise, be
connected with, consult with or represent in any capacity or in any
manner whatsoever in any role, an individual, firm, corporation,
partnership, association or other entity other than dbn who or which
is engaged in a business competitive with dbn or with dbn's Business.
7. You acknowledge dbn's exclusive right to ownership, possession and title to
all papers, documents, tapes, drawings, notebooks, formulas, customer
lists, software, hardware, trademarks, trade names, service marks,
processes, data, intellectual property, or other records, information, or
products prepared by you during your employment with dbn or provided by
dbn, or which otherwise come into your possession by reason of employment
with dbn. You agree not to make or permit to be made, except in pursuit of
your duties hereunder, any copies of such items. You further agree to
deliver to dbn upon request all such items in your possession and without
request to immediately deliver such items upon the termination, voluntarily
or involuntarily, of your employment.
8. You agrees to promptly disclose all ideas, inventions, and discoveries,
whether patentable, copyrightable, or not, relating to any present or
prospective business of dbn, including but not limited to software,
algorithms, designs, devices, processes, methods, formulae, techniques,
software, data storage systems, networks, servers, and any improvements to
the foregoing ("Inventions"). All Inventions made or conceived by you,
whether or not during the hours of your employment or with the use of dbn
facilities, materials, or personnel, either solely or jointly with others,
during the term of your employment by dbn shall be and remain the sole and
absolute property of dbn.
9. You hereby assign and agree to assign to dbn all of your rights to such
Inventions and to all proprietary rights therein, based thereon or related
thereto, including, but not limited to, applications for United States and
foreign letters patent and resulting letters patent. At the dbn's request
and expense, you shall execute such documents and provide such assistance
as may be deemed necessary by dbn to apply for, defend, propect or enforce
any United States and foreign letters patent based on or related to such
Inventions.
10. You acknowledge and agree that all copyrightable Inventions are "works made
for hire" and consequently dbn owns all copyrights thereto. dbn shall have
the sole and exclusive right to
EMPLOYMENT AGREEMENT
register the copyright(s), or its assignees, in all such work in its name
as the owner and author of such work and shall have the exclusive rights
conveyed under all federal, state and local laws including, but not limited
to, the right to make all uses of the works in which attribution or
integrity rights may be implicated. Additionally, without in any way
limiting the foregoing, you hereby assign, transfer and convey to dbn, its
successors, heirs and assigns, any and all right, title or interest that
you may now have, or may acquire in the future, to the work including, but
not limited to, all ownership, patent (United States and foreign letters
patent), trade secret, trade names and trademarks, copyright moral,
attribution and/or integrity rights.
11. You acknowledge and agree that the covenants and agreements contained in
this Agreement are reasonable, and that you shall not raise any issue of
their reasonableness in any proceeding to enforce such covenants and
agreements. You further agree that any violation or breach by you and/or
your representatives of this Agreement would cause immediate and
irreparable harm to dbn, the exact amount of which will be impossible to
ascertain, and for that reason further agrees that dbn shall be entitled,
as a matter of right, to an injunction out of any court of competent
jurisdiction, restraining any further violation or breach of this
Agreement, such right to an injunction being cumulative and in addition to
whatever remedies dbn may have under applicable law and/or this Agreement.
You further agree to reimburse dbn for all costs and expenses, including
attorneys' fees, incurred by dbn in enforcing the terms of this Agreement
if dbn is the prevailing party.
12. Your execution and performance of this Agreement is not restricted or
prohibited by any agreement to which you are subject.
13. If the scope of any provision contained in this Agreement is deemed too
broad to permit enforcement of such provision to its full extent, then such
provision shall be enforced to the maximum extent permitted by law, and you
hereby consent that such provision may be reformed or modified accordingly,
and enforced as reformed or modified.
14. This Agreement shall be construed and enforced in accordance with the laws
of the State of Missouri, and the Parties hereby irrevocably and
unequivocally consent to the jurisdiction of the court sitting in the
County of St. Louis, State of Missouri, and waive any defense of an
inconvenient forum to the maintenance of any action or proceeding brought
in such court in connection with this Agreement, any objection to venue
with respect to any such action, and any right of jurisdiction on account
of the place of residence or domicile of any party to such action.
15. If any provision or part thereof of this Agreement is declared invalid,
illegal or unenforceable in any respect, the validity, legality or
enforceability of the remaining provisions of this Agreement, and any other
application thereof, shall not in any way be affected or impaired, and the
Agreement shall be construed in all respects as if such invalid, illegal or
unenforceable provisions are omitted.
16. This writing contains the agreement of the parties with respect to the
employment contemplated herein. No amendments or variations of the terms or
conditions of this Agreement shall be valid unless in writing and signed by
the parties hereto.
17. The waiver by either Party of a breach or violation of any provisions of
this Agreement shall not operate as or be construed to be a waiver of any
subsequent breach hereof.
18. This Agreement shall inure to the benefit of and be binding upon the
Parties hereto, their successors and assigns.
DIGITAL BROADCAST
NETWORK CORPORATION:
By: /S/ Xxxxxx Xxxxxxxxx /S/ Xxxx X. Xxxxxxxxxxx
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Name: Xxxxxx Xxxxxxxxx Xxxx X. Xxxxxxxxxxx
Title: CEO/President
Date: Date 10/1/99
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