Exhibit 4.2
EMPLOYMENT AGREEMENT
This Employment Agreement ("this Agreement") is made effective as of
April 9, 2003, by and between FullCircle Registry, Inc., a Nevada Corporation,
("the Employer"), of 000 X. Xxxxxxxxx Xx., Xxxxx 0000, Xxxxxxxxxx, Xxxxxxxx
00000, and Xxxxxx X. Xxxxxxx, ("the Employer"), of 000 Xxxx Xxxx, Xxxxxx,
Xxxxxxxx 00000.
A. Employer is engaged in the business of providing secure data storage
and retrieval and other related services, and providing administrative support
services for employer's reimbursement of un-insured and other employee
out-of-pocket medical expenses, and other services and products as may be
offered from time to time.
B. Employer desires to have the services of Employee.
C. Employee is willing to be employed by Employer.
Therefore, the parties agree as follows:
1. EMPLOYMENT. Employer shall employ Employee as a Chief Executive Officer to
comply with SEC regulations. Employee accepts and agrees to such employment,
subject to the general supervision, advice and direction of Employer and the
Employer's supervisory personnel. Employee shall also perform (I) such other
duties as are customarily performed by an employee in a similar position, and
(ii) such other and unrelated services and duties as may be assigned to Employee
from time to time by Employer.
2. BEST EFFORTS OF EMPLOYEE. Employee agrees to perform faithfully,
industriously, and to the best of Employee's ability, experience, and talents,
all of the duties that may be required by the express and implicit terms of this
Agreement, to the reasonable satisfaction of the Employer. Such duties shall be
provided at Louisville, Kentucky and at such other place(s) as the needs,
business, or opportunities of the Employer may require from time to time.
3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by
Employee under this Agreement, Employer will pay Employee $1.00 per month. This
amount shall be paid in accordance with the Employer's usual payroll procedures.
Upon termination of this Agreement, payments under this paragraph shall cease;
provided, however, that the Employee shall be entitled to payments for periods
or partial periods that occurred prior to the date of termination and for which
the Employee has not yet been paid.
4. TERMINATION DUE TO DISCONTINUANCE OF BUSINESS. If the Employer discontinues
operating its business at 000 X. Xxxxxxxxx Xx., Xxxxx 0000, Xxxxxxxxxx, Xxxxxxxx
00000, then this Agreement shall terminate upon notice of termination as
provided in this Agreement.
5. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Employee shall provide
Employer with all information, suggestions, and recommendations regarding
Employer's business, of which Employee has knowledge, that will be of benefit to
Employer.
6. CONFIDENTIALITY. Employee recognizes that Employer has and will have
information regarding the following:
- inventions
- machinery
- products
- prices
- apparatus
- costs
- discounts
- future plans
- business affairs
- Processes
- trade secrets
- technical matters
- customer lists
- product design
- copyrights
and other vital information (collectively, "Information") which are valuable,
special and unique assets of Employer. Employee agrees that the Employee will
not at any time or in any manner, either directly or indirectly, divulge,
disclose, or communicate in any manner any Information to any third party
without the prior written consent of the Employer. Employee will protect the
Information and treat it as strictly confidential. A violation by Employee of
this paragraph shall be a material violation of this Agreement and will justify
legal and/or equitable relief.
7. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Employee has
disclosed (or has threatened to disclose) Information in violation of this
Agreement, Employer shall be entitled to an injunction to restrain Employee
from disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed. Employer shall not be prohibited by this provision from pursuing
other remedies, including a claim for losses and damages.
8. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of this Agreement shall remain in full force and effect for a two
year period after the termination of Employee's employment. During such two year
period, neither party shall make or permit the making of any public announcement
or statement of any kind that Employee was formerly employed by or connected
with Employer.
9. NON-COMPETE AGREEMENT. Recognizing that the various items of Information are
special and unique assets of the company, Employee agrees and covenants that for
a period of two years following the termination of this Agreement, whether such
termination is voluntary or involuntary, Employee will not directly or
indirectly engage in any business competitive with Employer. This covenant shall
apply to the geographical area that includes all of the State of the United
States. Directly or indirectly engaging in any competitive business includes,
but is not limited to, (I) engaging in a business as owner, partner, or agent,
(ii) becoming an employee of any third party that is engaged in such business,
(iii) becoming interested directly or indirectly in any such business, or (iv)
soliciting any customer of Employer for the benefit of a third party that is
engaged in such business.
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10. OTHER BENEFITS. In further consideration of Employee's service, Employer
shall issue ten thousand shares of unrestricted common stock of FullCircle
Registry, Inc. For each full month of service beginning on April 9, 2003 and
ending on the eight day of each month thereafter, which stock is to be issued on
or before the first day of the month following each successive full month of
service.
11. TERM/TERMINATION. Employee's employment under this agreement shall be for an
unspecified term. This Agreement may be terminated by either party upon thirty
days written notice. If Employee is in violation of this Agreement, Employer may
terminate employment without notice and with compensation to Employee only to
the date of such termination.
12. RETURN OF PROPERTY. Upon termination of this Agreement, the Employee shall
deliver all property (including keys, records, notes, data, memorandum, models,
and equipment) that is in the Employee's possession or under the Employee's
control which is Employer's property or related to Employer's business.
13. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited in
the United States mail, postage paid, addressed as follows:
Employer:
FullCircle Registry, Inc., a Nevada Corporation
X. Xxxxxxxx Xxxxx
Chairman of the Board
000 X. Xxxxxxxxx Xx., Xxxxx 0000
Xxxxxxxxxx, Xxxxxxxx 00000
Employee:
Xxxxxx X. Xxxxxxx
000 Xxxx Xxxx
Xxxxxx, Xxxxxxxx 00000
Such addresses may be changed from time to time be either party by providing
written notice in the manner set forth above.
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14. ENTIRE AGREEMENT. This agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
15. AMENDMENT. This Agreement may be modified or amended, if the amendment is
made in writing and is signed be both parties.
16. SEVERABILITY. If any provisions of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it
would become a valid or enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
17. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
18. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
Kentucky.
Employer:
FullCircle Registry, Inc., a Nevada Corporation
By: _________________________________________________________
FullCircle Registry, Inc., a Nevada Corporation
Employee:
By: _________________________________________________________
Xxxxxx X. Xxxxxxx
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