EMPLOYMENT AGREEMENT
THIS AGREEMENT Dated as of the 22nd day of September 1998
BETWEEN:
Xxxxxxx X. XxXxxxxxx, of the Town of Aurora and the Province of Ontario in
Canada (Herein called the "Employee")
OF THE FIRST PART
- and -
IDS INTELLIGENT DETECTION SYSTEMS INC., a corporation incorporated under the
laws of the Province of Ontario
(hereinafter called the "Corporation")
OF THE SECOND PART
WHEREAS the Employee has been an employee of Scintrex Limited since September
4th, 1995;
AND WHEREAS the Corporation has acquired substantially all the outstanding
shares of Scintrex Ltd.;
AND WHEREAS the Employee entered into a written employment agreement
with Scintrex Ltd. on July 27th 1995.
AND WHEREAS the Corporation wishes to confirm the basis upon which the
Employee will, as of and from the date hereof, be employed to work for
the corporation and its affiliates, including Scintrex Ltd.;
AND WHEREAS the Employee will receive, inter alia, increased salary and
incentive compensation in consideration for executing the within
Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
mutual covenants and agreements in this Agreement, it is agreed by and
between the Employee and the Corporation as follows:
1. EMPLOYMENT
The Employee shall serve the Corporation as Vice President and General Manager
of the Airborne Systems and Services Division (ASSD} and shall perform such
duties and exercise such powers as may from time to time be assigned to or
vested in him by the senior management acting on the authority of the Board of
Directors. In the capacity of Vice President, the Employee shall initially
report directly to the Chief Operating Officer: it is understood that the
reporting structure for the Employee may change to meet the Company's
requirements and changing structure. A current draft job description is attached
in Appendix A which is subject to change as the requirements of the Company
change: the Employee will work to finalize any changes the COO may have to this
job description when the COO joins in September 1998. In a senior role there are
no set working hours nor overtime or travel time as senior employees are
expected to dedicate
as much time is required to fulfil their responsibilities
2. CONTRACT TERM
The employment of the Employee shall continue for a three (3} year term unless
terminated earlier by the Corporation in accordance with the provisions hereof.
Notwithstanding the termination of the Employee's employment hereunder, Sections
7.1, 7.3, 7.4, and 7.5 hereof shall continue to be in force. Notwithstanding the
termination of the Employee's employment hereunder, section 7.2 shall only
continue in force for the duration of either 12 months or the remainder of the
initial term which ever is less.
3. REMUNERATION
3.1 Salary and Bonus
Except as the Corporation and the Employee may otherwise agree, in writing, the
Employee shall be entitled to the following salary and bonus arrangement:
(a) The Employee shall receive a base salary of $110.000 Canadian per annum
paid in biweekly installments (the "base salary"}. The Base Salary
shall be reviewed at least annually by the Compensation committee of
the Corporation's Board of Directors to determine if an increase is
appropriate, which increases shall be in the sole discretion of the
Corporation's Compensation Committee: and
(b) The Employee shall be entitled to participate in an annual Bonus Plan
approved and subject to the final authority of the Board of the
Corporation. The Bonus Plan is based on the achievement of Board
approved performance targets set by senior management following the
completion of the budget process for the year. On achievement of these
annual targets the Employee shall receive a sum equal to 20% of the
Employee's annual base salary. This sum is payable to Employees
annually following the completion of the audited results for the
Corporation. The basis for the Bonus Plan for the last half of 1998 is
set out in Appendix B.
(c) Subject to Board approval, the Employee may be entitled to participate
in a Super Bonus Plan based on incremental revenue over and above the
Divisional target. The Super Bonus Plan will be determined by the
senior management acting on the Board's authority. The basis for the
Super Bonus Plan for the last half of 1998 is set out in Appendix B.
3.2 Benefits
The Employee and his dependents shall be entitled to participation in the
benefits offered by the
Corporation including, in particular, the following benefits (the "Benefits"}:
(a) participation in the Corporation's medical and group health insurance
plan (the "Plan"}; participation in such improvement to the Plan as the
Corporation may introduce from time to time; it is expressly understood
and agreed that coverage under the Plan should continue while the
Employee is employed and, subject to section 5.3, for the twelve (12)
month period following termination under Section 5.2; and
(b) Car allowance of $500.00 Canadian per month;
(c) Health club membership allowance not to exceed $50.00 Canadian month
payable upon presentation of valid receipts; and
(d) Continued participation in the Pension Plan.
3.3 Vacation
The Employee shall be entitled to three (3) week's paid vacation per year. Such
vacation will be taken at such time as is most convenient (with approval of the
Chief Operating Officer for any vacation time more than a week in length or with
less than a month of advance notice}, considering the demands of the business of
the corporation and the personal plan of the Employee. In the first year of this
Agreement, the Corporation will allow the Employee to carry five days vacation
time over to the following calendar year. In subsequent years, no vacation time
will be carried over from one calendar year to another.
3.4 Stock Option Plan
The Employee will receive options to buy 60.000 of the Corporations shares under
the IDS 1997 Stock Option Plan. The exercise price of these options will be
$2.00 per share. The options will vest over three years with 1/12 of the total
options vesting at the end of every calendar quarter starting from the
completion of the first full calendar quarter ending after the date of this
contract. Thus every calendar quarter 5000 options will vest and be exercisable.
4. EXPENSES
4.1 General
The Corporation shall reimburse the Employee for all traveling and
entertainment expenses and other disbursements actually and properly incurred by
him in connection with his duties hereunder or otherwise properly incurred by
him for and on behalf of the Corporation, upon presentation of reasonably
acceptable evidence of the Employee having incurred such expenses and
disbursements.
5. TERMINATION OF EMPLOYMENT
5.1 Termination by Corporation for Cause
The employment of the Employee may be terminated at any time by notice in
writing from the Corporation to the Employee, for cause, in which event the
Employee shall not be entitled to a notice period or compensation in lieu of
notice. The Employee agrees that in determining whether or not his termination
has been for cause, the terms and provision in the Scintrex Policies &
Procedures Manual, as amended from time to time, shall be binding and the
employee acknowledges having read and understood the aforementioned Manual.
5.2 Termination by Corporation Without Cause
The employment of the Employee may be terminated without cause at any time
during the term of this Agreement by the Corporation upon twelve (12) months
written notice or upon payment to the Employee of a lump sum amount equivalent
to twelve (12) months cash compensation together with benefits continuation for
twelve months.
The employment of the Employee may be terminated without cause at the conclusion
of the term of this Agreement by the Corporation upon six (6} months written
notice or upon payment to the Employee of a lump sum amount equivalent to six
(6} months cash compensation together with benefits continuation for six months.
5.3 Exception of Benefits Continuance
Notwithstanding Sections 3.2 and 5.2, to the extent that the Corporation, acting
reasonably, is unable to continue a particular Benefit following the Employee's
termination (which for instance, it expects to be case with respect to long-term
disability insurance and accidental death & dismemberment insurance, if any},
the Corporation may, at its option , make one or more cash payments equal to the
value of the relevant benefit to the Employee or pay to the Employee the amount
that would have been required, as and when the same would have been required, to
maintain the relevant benefit in place had the Employee continued to be employed
by the Corporation.
5.4 Fair and Reasonable
The parties confirm that the provision contained in this Article 5 are fair and
reasonable and the parties agree that upon termination of this Agreement
pursuant to any of the provisions hereof, the Employee shall have no action,
cause of action, claim or demand against the Corporation or any other person as
a consequence of such termination, so long as the Corporation fulfills its
obligations hereunder. The parties acknowledge that the terms of this Agreement
constitute a better benefit on account of termination pay and severance pay that
the minimum requirements of the Employment Standards Act.
5.5 Resignation by Employee
In the event that the Employee decides on his own accord to resign from IDS, it
is agreed that he must give the Corporation 3 month's notice. The Corporation at
its discretion may decide to shorten this period to a shorter period.
5.6 Termination in the Event of Disability
The Employee's employment with the Corporation may be terminated, upon 15 days
written notice, and without notice or termination pay by reason of the
Employee's Disability. "Disability" means an illness or other physical or mental
disability or incapacity which, in the Corporation's reasonable good faith
judgement, has prevented the Employee from substantially performing his duties
during any period of ninety (90} days during any period of one hundred and
twenty (120} consecutive days. Such Disability must be substantiated by a
doctor's certificate from a doctor referred to by the Corporation which suggests
that the Employee's Disability is likely to continue to prevent the Employee
from fulfilling his obligations under this agreement.
6. RETURN OF PROPERTY
Upon any termination of this Agreement, the Employee shall at once deliver, or
cause to be delivered, to the Corporation all books, documents, effects, money,
securities or other property belonging to the Corporation (or any affiliate of
the Corporation}, or for which the Corporation (or any affiliate of the
Corporation}, is liable to others, which are in the possession, charge, care,
control or custody of the Employee.
7. COVENANTS OF EMPLOYEE
7.1 Non-Disclosure
The Employee shall not (either during the continuance of this employment
hereunder or at any time thereafter} disclose the private affairs of the
Corporation or any secrets of the Corporation to any person other than the
directors of the Corporation or for the Corporation's purposes and shall not
(either during the continuance of this employment hereunder or at any time
thereafter} use for his own purpose or for any purposes other that those of the
Corporation any information he may acquire relating to the private affairs of
the Corporation or its trade information secrets. The Employee shall also
execute, in favor of the Corporation, the Corporations standard form of
Intellectual Property and Confidential Information Agreement.
7.2 Non Competition
Subject to the provisions in Section 2, the Employee covenants and agrees with
the Corporation that he will not (without the prior written consent of the
Corporation) at any time during his employment, or for a period of:
a) Twelve (12) months following the date of the termination of his employment by
the Corporation without cause during the term of this contract; or
b) Twelve (12) months following the date of: (i) the termination of his
employment by the Corporation during the term of this contract with
cause or (ii} his resignation from employment with the Corporation
during the term of this contract.
individually or in partnership or in conjunction with any person or persons,
firm, association, syndicate, company or corporation as principal, agent
shareholder or in any other manner whatsoever carry on or be engaged in or be
concerned with or interested in or advised, lend money to, guarantee
to the debts or obligations of or permit his name or any part thereof to be used
or employed by any person or persons, firm, association, syndicate, company or
corporation engaged in or concerned with or interested in any business directly
competitive with the business being carried on by the Corporation presently
and/or at the time of such termination of employment, except as an officer,
director and/or Employee of the Corporation.
7.3 Non-Solicitation of Clients.
The Employee agrees that during the term of this Agreement, and for a period of:
a) twelve (12} months following the date of the termination of his employment by
the Corporation without cause; or
b) Twenty-four (24) months following the date of: (i) the employment by
the Corporation with employment with the Corporation with cause or (ii)
his resignation from employment with the Corporation,
he shall not, directly or indirectly, contact or solicit any Clients of the
Corporation (as hereinafter defined) for the purpose of selling or supplying to
Clients of the Corporation any products or services which are competitive with
the products or services sold or supplied by the Corporation at the time of the
termination of this Agreement. The term "Client of the Corporation" in this
Section 6.3 means any business or organization that:
(i) Was a client or customer of the Corporation at the time of the termination
of this Agreement; or
(ii) Became a client or a customer of the Corporation within six (6) months
after the termination of this Agreement if the Employee was involved with the
marketing efforts in respect of such client prior to the termination of this
Agreement.
7.4 Solicitation of Employees
The Employee covenants and agrees that during the term of this Agreement and for
a period of:
(a) twelve (12) months following the date of termination of his employment by
the Corporation without cause; or
(b) Twenty four (24) months following the date of (i) the termination of
his employment by the Corporation with cause or (ii) his resignation
from employment with the Corporation,
he shall not directly or indirectly hire any Employees of or consultants to the
Corporation nor shall he solicit or induce or attempt to induce any persons who
were Employees of or consultants to the Corporation at the time of such
termination or during the ninety (90) days immediately preceding such
termination, to terminate their employment or consulting agreement with the
Corporation.
7.5 Reasonableness of Non-Disclosure, Non-Competition and Non Solicitation
Obligations
The Employee acknowledges and agrees that the obligations in Sections 7.1, 7.2,
7.3 and 7 4 are fair and reasonable given that, among other reasons the
sustained contact he will have with the clients and customers of the Corporation
will expose him to confidential information regarding the particular
requirements of these clients and the Corporation's unique methods of satisfying
the particular requirements of these clients, all of which the Employee agrees
not to act upon to the detriment of the Corporation. The Employee agrees that
the obligations in Sections 7.1, 7.2, 7.3 and 7.4, together with his other
obligations under this Agreement, are reasonably necessary for the protection of
the Corporation's proprietary interests. The Employee further confirms that the
unlimited geographic scope of the obligation in Section 6.2 is reasonable given
the international nature of the market for the products and services of the
Corporation. The Employee hereby agrees that all restrictions in Article 6 are
reasonable and valid and all defenses to strict enforcement thereof by the
Corporation are hereby waived by the Employee.
7.6 Cumulative Rights
The various rights and remedies of the Corporation hereunder are cumulative and
non-exclusive of one another. The use of or resort to any one such right or
remedy shall not preclude or limit the exercise of any other right or remedy by
the Corporation. The provisions of the Agreement shall not in any way limit or
abridge the rights of the Corporation in the obligations of the Employee at
common law or under statue, including but not limited to the laws of unfair
competition, copyright, trade secrets, and trade-xxxx, all of which shall be in
addition to the Corporation's rights and the Employee's obligations under this
Agreement. The Employee shall be deemed to be a fiduciary of the Corporation.
8. GENERAL
8.1 Sections and Headings
The division of the Agreement into Articles and Sections and the insertion of
heading are for the convenience of reference only and shall not affect the
construction or interpretation of this Agreement. The terms .'this Agreement",
"hereof' , "hereunder" , and similar expressions refer to this Agreement and not
to any particular Article, Section, or other portion hereof and include any
agreement or instrument supplemental or ancillary hereto. Unless something in
the subject matter or context is inconsistent therewith, references herein to
Articles and Sections are to Articles and Sections of this Agreement.
8.2 Number and Gender
In this Agreement words importing the singular number only shall include the
plural and vice versa and words importing the masculine gender shall include the
feminine and neuter genders and vice versa and words importing persons shall
include individuals, partnerships, associations, trusts, unincorporated
organizations and corporations and vice versa.
8.3 Benefit of Agreement
This agreement shall ensure to the benefit of and be binding upon the heirs,
executors, administrators
and legal personal representatives of the Employee and the successors and
permitted assigns of the Corporation respectively.
8.4 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of
the Province of Ontario and the Laws of Canada applicable therein.
8.5 Entire Agreement
This Agreement, together with the separate Intellectual Property and
Confidential Information Agreement executed by the Employee in favor of the
Corporation, constitutes the entire agreement between the parties with respect
to the subject matter hereof and cancels and supersedes any prior understandings
and agreements between the parties hereto with respect thereto, including but
not limited to an employment agreement dated July 27th 1995 between Scintrex
Ltd. and the Employee. There are no representations, warranties, forms,
conditions, undertakings or collateral agreements,
express, implied or statutory between the parties other than as expressly set
forth in this Agreement.
8.6 Severability
If any provision of this agreement is determined to be invalid or unenforceable
in whole or in part, such invalidity or unenforceability shall attach only to
such provision or part thereof and the remaining part of such provisions and all
other provisions hereof shall continue in full force and effect.
8.7 Notice
Any demand, notice or other communication (hereinafter in this Section 8.7
referred to as a "communication"} to be given in connection with this Agreement
shall be given by personal delivery or transmitted by telecopier or other form
of recorded communication, tested prior to transmission to such party, addressed
to the recipient as follows:
00 Xxxxxxx xxxxx
Xxxxxx
Xxxxxxx
X0X 0X0
T o the Corporation at:
#1 First Canadian Place
000 Xxxx Xxxxxx Xxxx
Xxxxx 0000
Xxxxxxx , Xxxxxxx
X0X 0X0
Attention: The Board of Directors
or such other address or individual as may be designated by notice by either
party to the other. Any Communication given by personal delivery shall be
conclusively deemed to have been given on the day of actual delivery thereof
and, if made or given by or transmitted by telecopier or other form of recorded
communication shall be deemed to have been given and received on the date of its
transmission provided that if such date is not a business day or if it is
received after the end of the normal business hours on the date of its
transmission then shall be deemed to have been given and received at the opening
of business in the office of the addressee on the first business day next
following the transmission hereof. For the purpose of this Agreement, a business
day shall mean any day other than Saturday , Sunday or statutory holiday in the
Province of Ontario.
Any party may change its address for service from time to time by giving seven
(7) days' notice to the other party in accordance with the foregoing.
8.8 Independent Legal Advise
The Employee acknowledges that he has had the opportunity to obtain independent
legal advise and: a) that he is fully informed as to his rights and obligations
under the terms of this Agreement; and b) with such knowledge, he has executed
this agreement freely and voluntarily and without any duress.
IN WITNESS WHEREOF the parties have executed this Agreement.
SIGNED, SEALED AND DELIVERED }
in the presence of }
Witness
/s/Xxxxxxx X. XxXxxxxxx
Xxxxxxx X. McConnel1
Sept. 23, 98
Dated:
/s/Xxxxxxx Xxxxx
IDS Intelligent Systems Inc.
Xxxxxxx Xxxxx
Chairman, IDS
APPENDIX A
DRAFT JOB DESCRIPTION FOR VICE PRESIDENT & GENERAL
MANAGER AIRBORNE INSTRUMENTATION & SURVEY SERVICES DIVISION OF
IDS
TITLE: Vice President & General Manager of the Airborne
Instrumentation & Survey Services Division, IDS.
REPORTS TO: Chief Operating Officer of IDS.
JOB DESCRIPTION: The General Manager of the ASSD shall be a member of the senior
management team of the company. He or she shall be responsible for the overall
excellence of the Sales and Marketing of his division as well as the performance
of field operations and data processing departments in the execution of
contracts for clients
RESPONSIBILITIES: Amongst the various duties, responsibilities and activities,
the General Manager shall be responsible for:
* preparation of an annual budget which includes strategic sales, marketing and
engineering planning that goes with it for acceptance and approval of the COO.
* responsible for ongoing business development initiatives to accelerate the
division's growth
* prepare quota & commission plans for sales personnel (as part of above}
* the timely execution of sales marketing programs
* collaborating with the manufacturing operations of the Company to minimize
working capital employed in serving the division's needs, particularly through
timely scheduling of production to meet sales requirements
* staffing and evaluations of division personnel
* evaluation and proposing of potential engineering projects
* from time to time the contracting of third party organizations for product
support, supply of aircraft and helicopters etc
* maintaining competitive information database
* developing sales & marketing literature
* launching new products and services
* supervising the efforts of the field operations group within the division
* supervising the data processing department with regard to map generation and
interpretation etc
* reporting sales results and progress in the completion of contracts,
including all survey deliverables to the COO on a monthly and weekly basis
* review and approve offers made by sales people
DUTIES: * proposing new products and ideas to expand the company's product
offering
* timely reports of sales results
* maintain competitive information database
* conducting performance reviews for staff
* supervising lead generation and follow-ups
* maintaining database for sales
* assisting in the overall computer upgrade of the systems at IDS
* review and approve commission statements of sales people with Accounting
* international travel for sales & marketing purposes
* ongoing evaluation of advances and changes in technology as it relates to IDS,
its customers and competitors
* attendance at various conferences and presenting technical papers
* other duties assigned to you by the COO
OTHER: * training of sales/marketing personnel for the Division
AUTHORITY: * to sign and approve unbudgeted purchases up to $2,000
* to sign and approve contracts and proposals up to a value of US $250,000
* to sign and approve travel requisitions in emergency situations for the
Division
* to approve trade show booths and related expenditures, providing they have
been budgeted for up to $5,000
* to hire personnel for the Division, subject to budgets and approvals, or in
special cases in consultation with the COO except for senior division managers
reporting to General Manager
* to hire personnel for the Division subject to Budget approvals or in special
cases in consultation with the COO except for senior division Managers reporting
to the General Manager
* to sign and approve budgeted expenditure for advertising & marketing materials
subject to budgetary approval
Appendix B
BONUS PLAN FOR SECOND HALF 1998
Objective: To motivate senior management and employees to meet the budget for
the second half of the year
Plan: The Corporation will pay a bonus to the Employee of 20% of the salary
earned by the Employees in the period July 1st to December 31, 1998. The amount
of the Bonus Sum payable will be dependent on the achievement of the following
condition(s)
Conditions: 1. One third of the Bonus Sum will be payable on achieving the ASSD
Divisional Revenue target for the Second Half of 1998
2. Two thirds of the Bonus Sum will be payable on
achieving the ASSD Divisional Earnings before tax
target for the Second Half of 1998
SUPER BONUS PLAN FOR SECOND HALF 1998
Subject to meeting the ASSD division's budgeted earnings before tax for the
period], for every $dollar above the second half divisional revenue target , the
Employee will be entitled to the difference between the target and the actual
audited revenue figure according to the following percentages:
Up to $500,000 above Budgeted divisional revenue 1%
Between $500,000 and $1m above Budgeted divisional revenue 2%
Between $1m and $2m above Budgeted divisional revenue 3%
Above $2m above Budgeted divisional revenue 5%
APPENDIX B
IDS Intelligent Detection Systems
Intellectual Property and Confidential Information Agreement
This is an Agreement between IDS Intelligent Detection Systems and its
subsidiaries and affiliates (hereinafter called "Company") and myself. It
supersedes all previous agreements, if any, between the Company and myself with
respect to the subject matter of this Agreement.
I recognize that the Company is engaged in a continuous program of research and
development and the marketing of products incorporating such research and
development, and that the Company also provides technical support, consultation
and training services relating to those products. I also recognize the
importance of protecting the Company's trade secrets, confidential information
and other proprietary information and related rights acquired through the
Company's expenditure of time, effort and money.
Therefore, in consideration of the Company retaining me as an employee,
independent contractor or otherwise to perform work on its behalf (hereinafter
called "Engagement"), I make the following representations and agree to the
following terms and conditions of my Engagement:
1. Definitions
For purposes of this Agreement:
(a) "Confidential Information" includes any of the following:
i) any and all versions of the software and related documentation
owned or marketed by the Company, as well as the software and
documentation owned by the Company's suppliers and used
internally by the Company, including all related algorithms,
concepts, data, designs, flowcharts, ideas, programming
techniques, specifications and source code listings;
ii) all Developments (as defined below);
iii) information regarding the Company's business operations,
methods and practices, including marketing strategies, product
pricing, margins, hourly rates, per diem and
iv) information regarding the financial affairs of the Company.
iv) the names of the Company's clients and the names of the
suppliers of computer services and software to the Company,
and the nature of the Company's relationships with these
clients and suppliers;
v) Company obtained in order for the Company to provide such
clients with software products and services, including
information regarding the data processing requirements and the
business operations, methods and practices and product plans
of such clients; and
vi) any other trade secret or confidential or proprietary
information in the possession or control of the Company, but
Confidential Information shall not include information which:
1) is or becomes generally available to the public without my fault;
2) is lawfully obtained by me from a third party or
parties unconnected with the Company, without breach
of any confidentiality obligations; or
3) is disclosed under operation of the law.
b) "Developments" include, without limitation:
i) all software, documentation, source code listings, flowcharts, drawings,
specifications, user manuals, procedures, databases, compilations, designs,
reports, trade-marks and any related works, including any enhancements,
modifications, or additions to the foregoing or to any products owned, marketed
or used by the Company, and
ii) all inventions, devices, discoveries, concepts, ideas, algorithms, formulae,
know-how, processes, techniques, systems and improvements, whether patentable or
not, which relate, directly or indirectly, to the business of the Company or any
of my Engagement activities and which are developed, created, generated or
reduced to practice by me, alone or jointly with others, during my Engagement
with the Company, whether during or after working hours and whether or not
resulting from the use of the premises or property of the Company.
2. Non-Disclosure of Confidential Information
At all times during and subsequent to the termination of my Engagement with the
Company, I shall keep in strictest confidence and trust the Confidential
Information, I shall take all necessary precautions against unauthorized
disclosure of the Confidential Information, and I shall not directly or
indirectly disclose, allow access to, transmit or transfer the Confidential
Information to a third party, nor shall I copy or reproduce the Confidential
Information except as may be reasonably required for me to perform my duties for
the Company.
Restricted Use of Confidential Information
a) At all times during and subsequent to the termination of my Engagement
with the Company, I shall not use the Confidential Information in any
manner except as reasonably required for me to perform my duties for
the Company.
b) Without limiting my obligations under subsection 3 (a), I agree that at
all times during and subsequent to the termination of my Engagement
with the Company I shall not use or take advantage of the Confidential
Information for creating, maintaining or marketing, or aiding in the
creation, maintenance or marketing, of any software which is
competitive with any software owned or marketed by the Company.
c) Upon the request of the Company, and in any event upon the termination
of my Engagement with the Company, I shall immediately return to the
Company all materials, including all copies in whatever form,
containing the Confidential Information which are in my possession or
under my control.
4. Ownership of Confidential Information
a) I acknowledge and agree that I shall not acquire any right, title or
interest in or to the Confidential Information.
b) I hereby assign and transfer to the Company, and agree that the Company shall
be the exclusive owner of, all of my rights, title and interest, to each
Development throughout the world created during my employment with the Company,
including all trade secrets, patent rights, copyrights and all other
intellectual property rights therein. I agree to make full disclosure to the
Company of each Development promptly after its creation I further agree to
cooperate fully at all times during and subsequent to my Engagement with respect
to signing further documents and doing such acts and other things reasonably
requested by the Company to confirm such transfer of ownership of rights,
including intellectual property rights, effective at or after the time the
Development is created and to obtain patents or copyrights or the like covering
the Developments. I agree that the obligations in this clause b) shall continue
beyond the termination of my Engagement with the Company with respect to
Developments created during my Engagement with the Company.
c) I agree that the Company, its assignees and their licensees are not
required to designate me as the author of any Developments. I hereby
waive in whole all moral rights which I may have in the Developments,
including the right to the integrity of the Developments, the right to
be associated with the Developments, the right to restrain or claim
damages for any distortion, mutilation or other modification of the
Developments, and the right to restrain use or reproduction of the
Developments in any context and in connection with any product,
service, cause or institution.
5. No Conflicting Obligations
a) I acknowledge and represent to the Company that my performance during
the period of my Engagement with the Company shall not breach any
agreement or other obligation to keep confidential the proprietary
information of any prior employer of mine or any other third party. I
further acknowledge and represent that I am not bound by any agreement
or obligation with any third party which conflicts with any of my
obligations under this Agreement.
b) I represent and agree that I will not bring to the Company, and shall
not use in the performance of my work with the Company, any trade
secrets, confidential information and other information of any prior
employee of mine or any other third party. I represent and agree that
in my work creating Developments I will not knowingly infringe the
intellectual property rights, including copyright, of any third party.
6. Enforcement
I acknowledge and agree that damages may not be an adequate remedy to compensate
the Company for any
breach of my obligations contained in this Agreement, and accordingly, I agree
that in addition to any and all other remedies available, the Company shall be
entitled to obtain relief by way of a temporary or permanent injunction to
enforce the obligations contained in this Agreement.
7. General
a) This Agreement shall be governed by and construed in accordance with the
laws in force in the Province of Ontario and any laws of Canada applicable
thereto. If any provision of this Agreement is wholly or partially unenforceable
for any reason, such unenforceable provision or part thereof shall be deemed to
be omitted from this Agreement without in any way invalidating or impairing the
other provisions of this Agreement. In this Agreement any reference to a
termination of Engagement shall include termination for any reason whatsoever
and with or without cause.
b) The obligations herein may not be changed or modified, released or
terminated, in whole or in part, except in writing signed by an officer of the
Company and me.
c) The rights and obligations under this Agreement shall survive the termination
of my Engagement and shall enure to the benefit of and shall be binding upon i)
my heirs and personal representative and ii) the successors and assigns of the
Company .
d) I HAVE READ THIS AGREEMENT, UNDERSTAND IT, HAVE HAD THE OPPORTUNITY TO OBTAIN
INDEPENDENT LEGAL ADVICE IN RESPECT OF IT, AND I AGREE TO ITS TERMS. I
acknowledge having received a fully executed copy of this Agreement.
IN WITNESS WHEREOF this Agreement has been executed by me and the Company as of
the 23rd day of eptember, 1998.
SIGNED, SEALED AND DELIVERED in the presence of:
Employee IDS Intelligent Detection Systems
/s/Xxxxxxx X. XxXxxxxxx /s/Xx Xxxxxxx
Xxxxxxx X. XxXxxxxxx Xx Xxxxxxx, Human Resources Manager
