Exhibit 10-1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made and entered into as of the Start Date
(defined in Section 9.1 hereof), by and between AyurCore, Inc., a Delaware
corporation ("Company"), and Xxxxx Xxxx ("Employee").
1. Employment. The Company hereby employs Employee to render services in
accordance with and subject to the terms, conditions and provisions of this
Agreement. Employee shall have the title President-International Operations.
Employee shall render services at such places in San Jose, California and
vicinity as the Company shall designate from time to time. Notwithstanding
anything in this Agreement to the contrary, the Company may, at any time
during the term of this Agreement, change Employee's position in the Company
and the title of Employee's position in the Company; provided that (a)
Employee's compensation under this Agreement shall not be reduced solely as a
result of any such change and (b) in all events Employee's position in the
Company shall be that of an executive officer.
2. Acceptance of Employment. Employee hereby accepts employment by the
Company subject to the terms, conditions and provisions of this Agreement and
agrees to devote his entire working time and attention and best talents and
abilities exclusively to the service of the Company as the Company may direct
during the term hereof. It is expressly understood and agreed that in the
performance of his duties and obligations hereunder, Employee shall at all
times be subject to the control and direction of the Chief Executive Officer
of the Company or such other persons as the Board of Directors of the Company
may designate from time to time.
3. Duties.
3.1. Authority. Employee shall report to the Chief Executive Officer
of the Company or such other persons as the Board of Directors of the Company
may designate from time to time, and his powers and authority shall be those
reasonably necessary and appropriate for him to perform his duties as
President - International Operations, provided that in all events Employee
shall be subject to the direction and control of the and Chief Executive
Officer of the Company and such persons as the Board of Directors of the
Company may designate from time to time.
3.2. Exclusive Employment. Employee shall devote his full time and
effort during normal business hours to the business and affairs of the
Company. Employee shall not be involved in any business activities other than
those performed for the Company except as shall be specifically approved in
writing by the Company.
3.3. Services. Employee shall perform the duties and services
described on Exhibit A hereto, which by this reference is incorporated herein.
4. Compensation.
4.1. Salary. In full consideration for the services to be rendered by
Employee and in complete discharge of the Company's obligations hereunder,
the Company shall pay to Employee and Employee shall accept from the Company
the following (subject to all withholding requirements which may be imposed
by applicable taxing authorities):
a. a salary of $130,000.00 per year payable in arrears in
accordance with the Company's usual business practices.
b. reimbursement on a monthly basis for all reasonable expenses
incurred in connection with the performance of duties under this Agreement,
provided that such expenses are documented and approved by the Company in
each instance. Employee shall obtain the prior written approval of the
Company for any expense in excess of $1,000 for which reimbursement will be
requested.
c. such fringe benefits (such as paid vacations, participation in
medical insurance plans and employee benefit plans) as are generally
available to all employees of the Company; and
d. such other benefits (if any) as may be authorized from time to
time by the Board of Directors of the Company.
4.2. Bonus and Salary Increases. The Company may, in its sole
discretion, award to the Employee a bonus of up to $15,000 for each six-month
period of service under this Agreement. In addition, the Company may, in its
sole discretion, increase the Employee's salary with respect to any year of
this Agreement in an amount not to exceed 10% of the previous year's salary.
4.3. Vacation. Employee shall be entitled to a paid (at Employee's
then current salary rate) vacation of a duration dependent upon years of
Employee's continuous employment with the Company according to the following
schedule:
During Years Weeks of Vacation
____________ _________________
1 2
2 - 5 3
6 and thereafter 4
The non-carryover vacation period to which Employee is entitled for any year
shall accrue on a daily basis during such year. Once Employee has accrued
the maximum number of weeks of vacation to which employee is then entitled,
Employee shall not accrue any additional vacation until Employee has used
some or all of Employee's accrued vacation. Subject to the limitations of
the preceding sentence, periods of vacation accrued but not taken during one
year may be carried over and taken during any succeeding year. The Company
shall have no obligation to make any payment to Employee on account of any
-2-
vacation accrued but not taken by Employee during any year, except that, on
the termination of Employee's employment with the Company, the Company shall
pay to Employee an amount equal to the product of Employee's then current
salary and the number of weeks (and partial weeks) of vacation accrued but
untaken by Employee as of the date of the termination.
5. Policies and Regulations. Employee shall observe, comply with and be
bound by all of the policies, rules and regulations established by the
Company with respect to its employees and otherwise, all of which are subject
to change by the Company from time to time.
6. Rights to Creations.
6.1. Creation. The term "Creation" means every idea, concept,
invention, device, design, apparatus, machine, practice, process, method,
product, composition of matter, improvement, formula, algorithm, literary or
graphical or audiovisual work or sound recording, mask work, or computer
program of any kind, whether or not subject to patent, copyright, mask work
right, or similar protection.
6.2. Creates, Created. The terms "Creates" and "Created" mean
invented, developed, devised, conceived, discovered, created, first reduced
to practice, written, or fixed in a tangible medium of expression.
6.3. Disclosure and Assignment of Creations. Employee shall promptly
inform and disclose to the Company all Creations which Employee Creates
(either alone or with others) during the term of this Agreement, if the
Creations:
a. relate, at the time Created, to the business of the Company or
to any actual or demonstrably anticipated research or development
work of the Company; or
b. result from any work or services performed by Employee for the
Company; or
c. were Created utilizing any of the Company's equipment, supplies,
facilities, time, or Confidential Information.
ALL OF THE ABOVE-DESCRIBED CREATIONS ARE HEREBY ASSIGNED BY EMPLOYEE
TO THE COMPANY, AND ARE THE EXCLUSIVE PROPERTY OF THE COMPANY.
The assignment of the Creations contemplated in this Section shall occur
automatically and immediately at the time the Creation is Created. The
Company shall have no obligation to pay Employee any additional or separate
compensation for Employee's assignment of any Creation to the Company
pursuant to this Section. Notwithstanding the foregoing, Employee shall
execute and deliver to the Company, and shall permit the filing
-3-
and/or recording of, all such assignments, memorandum of assignment and other
documents as the Company reasonably may request from time to time to
memorialize any such assignment.
6.4. Collaboration. Employee shall not, without the prior written
consent of the Company, which consent can be withheld for any reason or no
reason, collaborate or join in creative efforts with any person or entity not
employed or retained by the Company with respect to any of the services to be
performed by Employee under this Agreement. It is the intent of the parties
that complete title and all rights in and to all of the benefits and results
of Employee's performance of services under this Agreement and all
Confidential Information, Creations and other proprietary rights relating to
or arising from Employee's performance of services under this Agreement shall
belong to the Company.
6.5. Governmental Rights. Employee shall assign to the Company all of
Employee's rights in any Creation of Employee if the Company is required to
grant those rights to the United States or any foreign government or any
agencies of the United States or any foreign government.
6.6. Employee's Assistance. Employee shall assist the Company in
obtaining and/or maintaining patents, copyrights, mask work rights, and
similar rights to any Creations assigned by Employee to the Company if the
Company, in its sole discretion, requests such assistance. Employee shall
sign all documents and do all other things deemed necessary by the Company,
at the Company's expense, to obtain and/or maintain such rights, to assign
them to the Company, and to protect them against infringement by other
parties.
6.7. Appointment of Agent. Employee hereby irrevocably appoints the
Chief Executive Officer of the Company to act as Employee's agent and
attorney-in-fact to perform all acts necessary to obtain and/or maintain
patents, copyrights, mask work rights, and similar rights, to any Creations
assigned by Employee to the Company under this Agreement if Employee (a)
refuses to perform those acts, or (b) is unavailable, within the meaning of
any applicable laws. Employee acknowledges that the grant of the foregoing
power of attorney is coupled with an interest and shall survive the death or
disability of Employee.
6.8. Further Disclosure. Employee shall promptly disclose to the
Company, in confidence, (a) all Creations of any kind which Employee Creates
during the term of this Agreement, and (b) each application for patent,
copyright registration, mask work registration, or similar right filed by
Employee within one (1) year after termination of this Agreement. Employee
agrees that any such application shall be presumed to relate to a Creation of
Employee Created during the term of this Agreement, unless Employee can prove
otherwise.
6.9. Records. During the term of this Agreement Employee shall keep in
the manner and form requested by the Company, complete, accurate, and
authentic information and records on all Creations. The information and
records, and all copies of
-4-
them, shall be the exclusive property of the Company. Employee shall
promptly surrender all such information and records upon the request of the
Company, and on any termination of this Agreement.
6.10. Obligations of the Company. Nothing contained in this Agreement
shall be construed to preclude the Company from exercising any or all of its
rights and privileges as sole and exclusive owner of all of the Creations
owned by or assigned to the Company under this Agreement. In exercising such
rights and privileges with respect to any particular Creation, the Company
may decide not to file any patent application or any copyright or mask work
registration on the Creation, may decide to maintain the Creation as secret
and confidential, or may decide to abandon the Creation or dedicate it to the
public. Employee shall have no authority to exercise any rights or
privileges with respect to the Creations owned by or assigned to the Company
under this Agreement.
6.11. Conformance with Labor Code. THIS AGREEMENT DOES NOT APPLY TO ANY
CREATIONS WHICH QUALIFY FULLY UNDER THE PROVISIONS OF SECTION 2870 OF THE
CALIFORNIA LABOR CODE, OR ANY SIMILAR APPLICABLE LAW. For Employee's
information, the current text of Section 2870 is reproduced below:
"(a) Any provision in an employment agreement which provides that an
employee shall assign, or offer to assign, any of his or his rights in an
invention to his or her employer shall not apply to an invention that the
employee developed entirely on his or her own time without using the
employer's equipment, supplies, facilities, or trade secret information
except for those inventions that either:
"(1) Relate at the time of conception or reduction to practice of the
invention to the employer's business, or actual or demonstrably
anticipated research or development of the employer; or
"(2) Result from any work performed by the employee for the employer.
"(b) The extent a provision in an employment agreement purports to require
an employee to assign an invention otherwise excluded from being required
to be assigned under subdivision (a), the provision is against the public
policy of this state and is unenforceable."
The provisions of this Section shall apply only to the extent that the place
at which Employee performs his services under this Agreement is located in
the State of California and only with respect to services performed in the
State of California.
7. Confidential Information.
7.1. Confidential Information. The term "Confidential Information"
means all Creations, data, information, know-how, processes, process
parameters, methods,
-5-
practices, designs, fabrication techniques, technical plans, algorithms,
computer programs , documentation, mask works, customer lists, price lists,
supplier lists, business plans, marketing plans, financial information, and
the like, in whatever form or medium, and whether or not designated or marked
"Confidential" or the like, which: (a) relate to the business of the Company
and (i) which have not been disclosed by the Company to the general public or
(ii) which Employee knows or has good reason to know are not generally known
to the general public; or (b) are received by the Company from a third party
under an obligation of confidentiality to the third party.
7.2. Restriction. Employee acknowledges that during Employee's
performance of services under this Agreement, Employee may be given access
to, become acquainted with, or develop Confidential Information. Employee
shall not use or disclose (directly or indirectly) any Confidential
Information at any time or in any manner, except as required in the course of
his performance of services for the Company under this Agreement. All
Confidential Information, documents, and equipment of the Company, whether
prepared by Employee or otherwise coming into Employee's possession, are the
exclusive property of the Company, and must not be removed from any of the
Company's premises except as required in the course of Employee's performance
of services under this Agreement. All such Confidential Information,
documents, and equipment shall be promptly returned by Employee to the
Company upon the request of the Company, and on any termination of this
Agreement.
7.3. No Disclosure or Use from Others. Employee shall not disclose to
the Company or use on behalf of the Company or in connection with his
performance of any services under this Agreement, any confidential
information, trade secrets or other proprietary information obtained from any
person or entity other than the Company, and shall not bring any confidential
information, trade secrets or other proprietary information of any person or
entity other than the Company on to the Company's premises.
8. Restrictions on Employee.
8.1. No Conflicting Obligations. Employee represents to the Company
that each of the following is true, correct and complete.
a. Employee is neither a party to nor bound by any agreement with or
obligation to any other person or entity that would (i) constitute a
conflict of interest for the Company or Employee, or (ii) interfere with
Employee's performance of services under this Agreement and his compliance
with the terms and provisions of this Agreement, or (iii) interfere with
the creative efforts of Employee relating to the Projects or services
contemplated by this Agreement.
b. Employee acknowledges that, except as set forth in this Agreement
or on Exhibit A hereto, Employee is neither a party to nor bound by any
agreement with any person or entity which either (i) restricts Employee's
use or disclosure or any information gained or learned by Employee from the
person or entity, or (ii)
-6-
otherwise relates to Employee's use or disclosure of any confidential
information or trade secrets of the person or entity.
c. Employee is not a party to any litigation which would affect or
restrict, or might tend to affect or restrict, Employee's ability to
complete any Projects or to perform any services contemplated by this
Agreement, and no person or entity has contended or is contending that
Employee has breached any of the terms or provisions of any of the
agreements listed on Exhibit A hereto.
8.2. No Competition. During the term of this Agreement, Employee shall
not in any manner (whether as an employee, consultant, or otherwise) perform
services for, or have an ownership interest in (other than less than a 5%
equity interest in a publicly-held company), any entity that competes with
the Company.
8.3. No Conflict of Interest. During the term of this Agreement, and
for a period of one (1) year thereafter, Employee shall not provide services
to any person or entity for purposes related directly or indirectly to (a)
the services performed by Employee for the Company under this Agreement, or
(b) any project on which Employee has worked or is working for the Company.
8.4. No Competitive Planning. During the term of this Agreement,
Employee shall not undertake any planning for any business activity, other
than his performance of services under this Agreement, which is either (a)
competitive with the services which Employee performed or is performing under
this Agreement or any of the projects on which Employee has worked or is
working for the Company, or (b) competitive with the business of the Company.
8.5. No Hiring of Employees. During the term of this Agreement, and
for a period of two (2) years thereafter, Employee shall not employ or
attempt to employ (whether as an employee, consultant, or otherwise), in
competition with the Company, any of the Company's employees.
8.6. No Use of Confidential Information. During the term of this
Agreement, and for a period of three (3) years thereafter, Employee shall not
provide to any person or entity other than the Company services (whether as
an employee, consultant, or otherwise) which are competitive with the
business of the Company in which the duties of the competitive employment or
service would inherently require Employee to disclose or use any Confidential
Information.
8.7. No Solicitation of Customers. During the term of this Agreement,
and for a period of two (2) years thereafter, Employee shall not divert or
attempt to divert to any other person or entity (by solicitation or by any
other means) any of the customers of the Company existing at the time of the
termination of this Agreement. For purposes of this Section, the term
"customer" shall mean and include any person or entity (a) to which the
Company has, at any time within the twelve (12) months immediately preceding
the date of termination of this Agreement, sold or furnished any products or
services, or (b)
-7-
which has, at any time within the twelve (12) months immediately preceding
the date of termination of this Agreement, purchased products or services in
a transaction in which the Company acted as a sales representative or a
distributor, or (c) with which, at any time within the twelve (12) months
immediately preceding the date of termination of this Agreement, the Company
has had any substantial promotional contact with a view to selling or
furnishing any products or services.
8.8. Indemnification. Employee shall defend, indemnify, and hold the
Company, and each of the Company's officers, directors, employees and agents,
harmless from any claim, liability, award, or expense (including attorney's
fees) arising from any breach of Employee's representations in this Section 8.
9. Term and Termination.
9.1. Term. Notwithstanding the date on which this Agreement is
actually executed by the Company and Employee or the date on which Employee
is actually appointed as President - International Operations by the Board of
Directors of the Company, the term of this Agreement shall begin as of the
effective date of the planned initial public offering of the Company's equity
securities (the "Start Date") and shall continue until the third anniversary
thereof ("End Date") unless sooner terminated in accordance with the terms of
this Agreement. In the event that Employee shall continue in the full-time
employment of the Company after the End Date, such continued employment shall
be subject to the terms and conditions of this Agreement and the term of this
Agreement shall include the period during which Employee in fact so continues
in such employment; provided that the continuation of employment with the
Company for any period after the End Date shall not obligate the Company to
continue to employ Employee or to continue to employ Employee for any
particular period after the End Date.
9.2. Termination by the Company. The Company may terminate this
Agreement for "cause" at any time by giving to Employee ninety (90) days
prior written notice of termination. For purposes of this Section, the term
"cause" shall mean (a) conviction of or confession by Employee of theft,
fraud, or embezzlement committed against the Company; (b) Employee's refusal
or failure to diligently perform services for the Company under this
Agreement; (c) Employee's material breach of any of his obligations under
this Agreement or Employee's failure or refusal to perform any material
obligation of Employee under this Agreement; and (d) the incapacity or
disability of Employee by reason of accident, illness, or mental or physical
disability, as a result of which Employee is prevented from fully performing
Employee's services under this Agreement for a consecutive period of sixty
(60) days or longer or an aggregate of ninety (90) days or more during any
twelve-month period. This Agreement shall terminate automatically at the end
of such 90-day period and the Company shall have no obligation to give
Employee any further notice of termination.
9.3. Termination by Employee. Employee may not terminate this
Agreement for any reason other than "cause". For purposes of this Section,
the term "cause" shall mean the Company's material breach of any of its
obligations under this
-8-
Agreement or the Company's failure or refusal to perform any material
obligation of the Company under this Agreement. Employee may terminate this
Agreement for "cause" at any time by giving to the Company ninety (90) days
prior written notice of termination. This Agreement shall terminate
automatically at the end of such 90-day period and Employee shall have no
obligation to give the Company any further notice of termination.
9.4. Effect of Termination. In the event of the termination of this
Agreement by the Company or Employee, the Company shall be released and
discharged of and from all obligations under this Agreement except for its
obligation to pay to Employee monies due and owing to Employee with respect
to services performed prior to the date of termination of this Agreement and
except as provided in Section 12 hereof.
9.5. Related Agreements. The Company may grant to Employee one or more
stock options, or other stock incentives which may provide that the option,
or stock incentive will vest over a period of time which may be different
from the then remaining term of this Agreement. Employee acknowledges that
nothing in this Agreement or any agreement relating to any such option, or
stock incentive (a) shall obligate the Company to continue Employee's
employment for a period sufficient to permit the full vesting of such option,
bonus or stock incentive or (b) shall limit in any way the Company's right to
terminate Employee's employment in accordance with the terms of this
Agreement.
9.6. Injunctive Relief. Employee hereby acknowledges and agrees that
it would be difficult to fully compensate the Company for damages for a
breach or threatened breach of any of the provisions of Sections 3.2, 6, 7,
8, 9.3, 11 or 12.3 hereof. Accordingly, Employee specifically agrees that
the Company shall be entitled to temporary and permanent injunctive relief to
enforce the provisions of Sections 3.2, 6, 7, 8, 9.3, 11 and 12.3 hereof and
that such relief may be granted without the necessity of proving actual
damages. The foregoing provision with respect to injunctive relief shall
not, however, prohibit the Company from pursuing any other rights or remedies
available to the Company for such breach or threatened breach, including, but
not limited to, the recovery of damages from Employee or any third parties.
10. Survival of Certain Provisions. Notwithstanding anything to the contrary
contained herein, in the event of any termination of this Agreement, the
Company shall retain all of its rights under Section 6, 7, 8, 10, 11 and 12
hereof.
11. Binding Arbitration.
11.1. Resolution of Dispute. All disputes, claims and controversies
("Claims") between the parties arising from or relating to this Agreement
shall be resolved by binding arbitration as provided in this Section. The
parties each waive their right to commence an action in any court to resolve
any Claim. However, this Section shall not apply to any Claim: (a) for
worker's compensation or unemployment benefits; or (b) by the Company for
injunctive and/or other equitable relief. With respect to matters referred
to in clause (b) above, the Company may seek and obtain injunctive relief in
court and then proceed with arbitration under this Agreement.
-9-
11.2. Processing Claim. A Claim must be processed in the manner set
forth below, otherwise the Claim shall be void and deemed waived even if
there is a federal or state statute of limitations which would allow more
time to pursue the Claim.
a. The Claim must initially be raised in writing by Employee to the
Chief Executive Officer of the Company. The Company shall respond to the
Claim within 30 days after the Claim is presented. If the Company fails to
respond, it shall be deemed a denial of Employee's Claim.
b. If Employee is not satisfied with the Company's decision,
Employee may present the Claim for resolution by arbitration. If Employee
desires to proceed to arbitration, Employee must give written notice to the
Chief Executive Officer of the Company of his intention to arbitrate within
60 days from either the mailing of the Company's final decision or the
expiration of the foregoing 30-day period.
c. If the Company desires to initiate arbitration, it must give
written notice to Employee within 60 days after either its mailing to
Employee of notice of its final decision or the expiration of the foregoing
30-day period.
11.3. Procedure. The arbitration shall be conducted in accordance with
the then-current Model Employment Arbitration Procedures of the American
Arbitration Association ("AAA") before a single arbitrator. The arbitration
shall take place in San Jose, California.
11.4. Discovery Matters. Each party shall have the right to take the
deposition of three individuals and any expert witness designated by the
other party. Each party also shall have the right to make requests for
production of documents to any party. Additional discovery may be had only
where the arbitrator so orders, upon a showing of substantial need.
11.5. Limitation. The arbitrator shall have no authority to: (a) adopt
new policies or procedures for the Company; (b) modify this Agreement or any
existing policies, procedures, wages or benefits of the Company; or (c) hear
or decide any matter that was not processed in accordance with this
Agreement. The arbitrator shall have the authority to award any form of
remedy or damages that would be available in a court; provided that Employee
shall not seek and the arbitrator shall have no authority to award punitive
or exemplary damages.
11.6. Costs. The Company and Employee each shall pay one-half of all
reasonable and necessary fees of the arbitral body and arbitrator.
11.7. Confidential Proceedings. The arbitration shall be conducted in
private, and shall not be open to the public or the media. The testimony and
other evidence presented, and the results of the arbitration, unless
otherwise agreed to by both parties,
-10-
shall be confidential and, unless otherwise required by law, shall not be
made public or reported by either the Company or Employee.
12. Miscellaneous.
12.1. Authorized Representative of Company. Although Employee may now
or hereafter be an officer of the Company, any and all actions and decisions
to be taken or made by the Company under this Agreement or with respect to
the employment relationship described in this Agreement, and any and all
consents, approvals, agreements and waivers permitted or required to be given
or made on the part of the Company under this Agreement, shall be made and
accomplished by the Company only through the actions taken, in writing, of
its Chief Executive Officer or such other person as the Board of Directors of
the Company may designate from time to time.
12.2. Notices. All notices and other communications given or permitted
under this Agreement shall be in writing and shall be deemed given when
delivered, if delivered personally, or ten (10) days after mailing, if mailed
by certified or registered mail, postage prepaid, return receipt requested,
or two (2) days after transmission, if sent by facsimile, telex or other form
of electronic communication that provides for confirmation of transmission to
the parties, their successors in interest or their assignees at the addresses
and facsimile numbers set forth on the signature page hereto or such other
addresses and facsimile numbers as the parties may designate by written
notice in the manner aforesaid.
12.3. Assignment. The Company may assign this Agreement and grant its
rights hereunder in whole or in part to any affiliate, subsidiary or parent
of the Company, to its successor or successors, or to a corporation with
which it may be merged, consolidated, or combined, or to a corporation which
may acquire all or a major portion of the Company's assets; provided that no
such assignment shall be effective unless and until any such assignee shall
expressly assume all of the Company's obligations hereunder. Employee may
not assign any or all of his rights or obligations under this Agreement,
except only that, in the event of the death or disability of Employee,
Employee's right to receive compensation earned, and to be reimbursed for
expenses incurred, during the term of this Agreement may be assigned to
Employee's heirs or personal representative. This Agreement shall inure to
the benefit of the Company's successors, assigns, grantees, and its
affiliated, subsidiary, and parent companies and to the benefit of Employee's
heirs and successors.
12.4. Waivers. All rights and remedies of the parties hereto are
separate and cumulative, and no one of them, whether exercised or not, shall
be deemed to limit or exclude any other rights or remedies which the parties
hereto may have. Neither party hereto shall be deemed to waive any rights or
remedies under this Agreement unless such waiver is in writing and is signed
by such party. No delay or omission on the part of either party hereto in
exercising any right or remedy shall operate as a waiver of such right or
remedy or of any other right or remedy. A waiver of any right or remedy on
any one occasion shall not be construed as a bar to or waiver of any such
right or remedy on any future occasion.
-11-
12.5. Severability. If any provision or portion thereof of this
Agreement is held to be unenforceable or invalid, the remaining provisions
and portions thereof shall nevertheless be given and continue in full force
and effect.
12.6. Section Headings. Section headings contained in this Agreement
are for convenience only and are not a part of this Agreement and do not in
any way limit or modify the provision of this Agreement.
12.7. Entire Agreement. This Agreement contains the entire
understanding between the parties hereto, and supersedes any prior written or
oral agreements between them respecting the subject matter contained herein.
There are no representations, agreements, arrangements, or understandings,
either oral or written, between or among any of the parties relating to the
subject matter of this Agreement which are not fully expressed herein.
12.8. Amendment. This Agreement may be amended only in writing duly
executed by all of the parties hereto.
12.9. Governing Law. All questions with respect to the construction of
this Agreement and the rights and liabilities of the parties with respect
thereto shall be governed by the laws of the State of California.
12.10. Interpretation. Each of the parties to this Agreement has
participated in the negotiation and preparation of this Agreement.
Therefore, the normal rule of construction that an agreement shall be
interpreted against the drafting party shall not apply. All pronouns and any
variation thereof shall be deemed to refer to the masculine, feminine, or
neuter and to the singular or plural, as the identity of the person or
persons may require for proper interpretation of this Agreement.
12.11. Attorney's Fees. In any arbitration or action between the parties
permitted under this Agreement seeking enforcement of any of the terms and
provisions of this Agreement, the prevailing party in such arbitration or
action shall be awarded, in addition to damages, injunctive or other relief,
its reasonable costs and expenses, not limited to taxable costs, and all
reasonable attorney's fees.
-12-
12.12. Acknowledgment of Reading. Employee acknowledges that he has read
and understands this Agreement, and has received a copy of it.
IN WITNESS WHEREOF, the parties have entered into this Employment
Agreement as of the day and year first above written.
"Company" "Employee"
AyurCore, Inc.
By:________________________________ ________________________________
Xxxxx Xxxxxx M.D. Xxxxx Xxxx
Chief Executive Officer
Address: 0000 X. Xxxxx Xx., #000
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
-13-
EXHIBIT A
Services (Pursuant to Section 3.3 of the Agreement)
Xxxxx Xxxx shall be responsible for all sales and marketing activities of
the Company. In addition, Xxxxx Xxxx shall perform such other sales and
marketing and other services as the Board of Directors of the Company may
from time to time direct.
Confidentiality Agreements (Pursuant to Section 8.1 of the Agreement)
None.
-14-
