EXHIBIT 10.58
AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into as of the 5th day of
March, 1998, between Galacticomm Technologies, Inc. (the "Corporation") and
Xxxxx Xxxxxxxx ("Xxxxxxxx").
RECITALS:
A. The Corporation desires to retain the services of Manovich as its
Chairman of the Board pursuant to the terms and conditions of this Agreement.
B. This Agreement shall govern the relationship between the parties
from the date hereof and supersedes any previous agreement between them, either
written or oral, heretofore made.
NOW THEREFORE, the parties agree as follows:
1. RECITALS. The above recitals are true and correct.
2. CHAIRMAN OF THE BOARD. The Corporation hereby retains Manovich to
serve as its Chairman of the Board, pursuant to which Manovich shall, during the
term of this Agreement and subject to the responsibilities and duties of the
Board of Directors of the Corporation, have general charge of the operations and
management of the business, affairs and property of the Corporation.
3. TERM. The initial term of this Agreement shall be for 90 days
commencing upon the date of this Agreement. Thereafter, this Agreement shall
automatically renew for successive 30 day periods. Notwithstanding the
foregoing, either party may terminate this Agreement at the end of the initial
term and any extension thereof by giving written notice of termination to the
other party at least 30 days prior to the end of the term.
4. COMPENSATION. As full compensation for Manovich's services provided
hereunder, the Corporation shall: (i) pay Manovich a fee of $10,000 per month
during the term of this Agreement; and (ii) issue, on the date of this
Agreement, to Manovich the stock option attached hereto as Exhibit "A".
5. CERTAIN RESTRICTIONS. Manovich covenants and agrees with the
Corporation as follows:
a. During the term of this Agreement, Manovich will have access to
confidential or proprietary information of the Corporation and its subsidiaries
and affiliates. Manovich shall not at any time use any such confidential or
proprietary information other than for the benefit of the Corporation and its
subsidiaries and affiliates. The term "confidential or proprietary information"
shall mean information not generally available to the public, including without
limitation personnel information, financial information, customer lists,
supplier lists, ownership information, marketing plans and analyses, trade
secrets, know-how, computer software, management agreements and procedures and
techniques of operating and managing the
business of the Corporation and its subsidiaries and affiliates. Manovich
acknowledges and agrees that all confidential or proprietary information is and
shall remain the property of the Corporation and its subsidiaries and
affiliates, and agrees to maintain all such confidential or proprietary
information in confidence.
b. Developments. All inventions patentable, copyrightable or
otherwise, trade secrets, discoveries, improvements, ideas and writings
(hereinafter collectively termed "developments"), which Manovich, alone or
jointly with others, has conceived, made, enhanced, modified, developed, or
acquired, or may conceive, make, enhance, modify, develop, or acquire during the
period of his employment hereunder or during an additional period of one (1)
year after the termination of such employment and which relate to the
Corporation's business of developing and marketing computer hardware and
software, and all developments which relate to the work upon which Manovich
shall have been engaged while in the Corporation's employment, which Manovich
has conceived, made, enhanced, modified, developed, or acquired, or may
conceive, make, enhance, modify, develop, or acquire during the period of his
employment or during a period of one (1) year after the termination of such
employment, to the extent that such developments are possessed by Manovich at
any time, shall be the sole property of the Corporation. The term "development"
shall include developments conceived, devised, made, developed or perfected
during off-duty hours and away from the Corporation's premises as well as to
those conceived, devised, made, developed, or perfected in the regular course of
employment.
c. Disclosure and Cooperation. Manovich shall promptly and fully
disclose in writing all such developments described in subparagraph d. hereof to
the Corporation's Chief Executive Officer. Manovich shall, at any time upon the
Corporation's request, whether or not then in the Corporation's employ, execute,
acknowledge and deliver to the Corporation all instruments which the Corporation
shall prepare, give evidence, and do all other things which are necessary or
desirable, to enable the Corporation to file and prosecute applications for, and
to acquire, maintain and enforce all patents, trademarks, copyrights, and any
other intellectual property rights in all countries, covering such developments.
The Corporation agrees to pay to Manovich reasonable expenses incurred by
Manovich under this subparagraph e.
d. Remedies. It is recognized and acknowledged by each of the
Corporation and Manovich that a breach or violation by Manovich of any or all of
his covenants and agreements contained in Section 5 of this Agreement will cause
irreparable harm and damage to the Corporation and its subsidiaries and
affiliates in a monetary amount which would be virtually impossible to ascertain
and, therefore, will deprive the Corporation of an adequate remedy at law.
Accordingly, if Manovich shall breach or violate any or all of his covenants and
agreements set forth in Section 5 hereof, then the Corporation and its
subsidiaries and affiliates shall have resort to all equitable remedies,
including without limitation the remedies of specific performance and
injunction, both permanent and temporary, as well as all other remedies which
may be available at law.
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e. Intent. It is the intent of the parties that the restrictions set
forth in Section 5 hereof shall be enforced to the fullest extent permissible
under the laws and public policies of each jurisdiction in which enforcement of
such restrictions may be sought. If any provision contained in Section 5 hereof
shall be adjudicated by a court of competent jurisdiction to be invalid or
unenforceable because of its duration or geographic scope, then such provision
shall be reduced by such court in duration or geographic scope or both to such
extent as to make it valid and enforceable in the jurisdiction where such court
is located, and in ail other respects shall remain in full force and effect.
6. INDEMNIFICATION
The Corporation shall indemnify auld hold harmless Manovich from and
against the full amount of any and all claims, demands, suits, actions,
judgements, losses, liabilities, costs, interest and expenses, including without
limitation fees and disbursements of trial and appellate counsel, asserted or
brought against Manovich by any Person with respect to any action taken or
omitted to be taken by Manovich in the course of his employment by the
Corporation or otherwise related to or arising out of his employment by the
Corporation or acting as a director, officer, employee or agent of the
Corporation or any of its subsidiaries or affiliates. This right to
indemnification shall be in effect to the fullest extent available pursuant to
law, and shall be in addition to any other right to indemnification Manovich may
possess pursuant to law and the Articles of Incorporation and Bylaws of the
Corporation or any of its subsidiaries or affiliates.
7. NOTICES. If either party desires to give notice to the other in
connection with any of the terms and provisions of this Agreement, said notice
must be in writing and shall be deemed given when hand delivered or deposited in
the United States mail, by certified mail, return receipt requested, and
addressed to the party for whom it is intended as follows:
If to the Corporation: Galacticomm Technologies, Inc.
0000 X.X. 00 Xxxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
If to Manovich: Xxxxx Xxxxxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
or to such other address as the addressee shall have communicated to the other
party in writing.
8. APPLICABLE LAWS. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida.
9. SUCCESSORS. This Agreement shall be binding upon and inure to the
benefit of the respective parties hereto, their legal representatives, heirs,
successors and assigns including any entities controlled by or under common
control with them.
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10. ENTIRE AGREEMENT. This Agreement sets forth the entire
understanding and all the representations and warranties of the parties relating
to the subject matter referred to herein. Without limiting the generality of the
foregoing, all employment agreements previously entered into between the parties
hereto are hereby null and void.
11. HEADINGS. The headings of this Agreement are for convenience of
reference only and shall be without substantive meaning.
12. AMENDMENT. Any amendment to this Agreement must be in writing and
signed by duly authorized representatives of the parties hereto.
13. WAIVER. Failure by any party at any time to require performance
under this Agreement by any of the other parties, or to claim a breach of any
provision of this Agreement, shall not be construed as a waiver of any right
accruing under this Agreement, nor will it affect any subsequent breach of this
Agreement or the effectiveness of any provision of this Agreement, or prejudice
any party as regards any subsequent action. A waiver of any right accruing to
any party pursuant to this Agreement shall not be effective unless given in
writing.
14. ENFORCEABILITY. The invalidity or unenforceability of any provision
of this Agreement shall not affect or limit the validity or enforceability of
any other provision hereof and any such invalid or unenforceable provision shall
be construed or deemed amended by the parties to the extent necessary to make it
valid and enforceable.
15. SINGULAR AND PLURAL USAGE. All reference herein to the singular
number shall include the plural, and vice versa, wherever appropriate.
16. COUNTERPARTS. This Agreement may be exercised in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the day and year first above written.
Galacticomm Technologies, Inc.
/S/ XXXXX XXXXXXXX By: /S/ XXXXXXX XXXXXXX
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Xxxxx Xxxxxxxx Authorized Representative
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