EMPLOYMENT AGREEMENT
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This Employment Agreement (the “Agreement”) is entered into as of the date written below by and
between STWC Holdings, Inc., a Colorado corporation (the “Company”), and Xxxxxxx Xxxxxx, a resident of Colorado (“Employee”). The parties hereby agree as follows:
1. Employment. The Company hereby engages
Employee as its President (“President”), and Employee hereby accepts such employment, upon such terms and conditions as are stated herein this Agreement.
2. Term. The employment relationship
between Employee and the Company is for an unspecified term and will be continue until terminated by either party pursuant to the terms of Section 6 (the “Term”). No contract for any specified period is created by the existence of any policy, rule
or procedure of the Company, or any verbal statements made to Employee by any employee, officer, or board of director member.
3. Duties. During the Term of this
Agreement, Employee shall have such duties and responsibilities normally associated with the position of President, and shall provide those services required of a person of like title of a company of similar size and industry as the Company, under
the laws of the State of Colorado, the federal securities laws and other state and federal laws and regulations, as applicable.
4. Full-Time Employment. During the Term of
employment, Employee shall devote full time and attention to the business and affairs of the Company and Employee shall use commercially reasonable efforts, skills and abilities to promote the Company’s interests. Full time employment shall mean
providing the Company services for no less then forty (40) hours per week.
5. Ownership of Intellectual Property.
Employee hereby assigns to Company all rights of creation and ownership of all materials, ideas, files, inventions and other tangible and intangible assets produced by, or resulting from, and all revenue and profits derived from, his Employment
that are produced or created after the date of this Agreement.
6. Compensation. During the term of
Employee’s employment, Employee shall receive compensation as follows:
a. Salary. During the Term of this
Agreement, Employee shall earn a base salary of $150,000.00 per year (“Salary”).
b. Payment. Wages shall be payable in
arrears on a semi-monthly basis on the first (1st) and fifteenth (15th) day of each month, unless otherwise modified at the Company’s discretion by providing notice to Employee.
c. Vacation; Sick-Pay. Employee shall be
entitled to two weeks paid time for vacation and five (5) days paid time for illness. In addition, Employee may take the following paid holidays: New Year's Day, Xxxxxx Xxxxxx Xxxx, Xx. Day, President's Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving (plus one additional), and Christmas (plus one additional).
x. Xxxxxxxxx Pay. If the Agreement is
terminated without Cause pursuant to the terms of Section 6, Employee shall be entitled to severance pay equal to three months’ salary (“Severance Pay”).
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7. Termination. This Agreement may be terminated by either party with not less than thirty (30) days written notice to the other party. Notwithstanding, the Company may immediately
terminate this Agreement for Cause. Employee shall only be eligible to receive Severance Pay if this Agreement is terminated by the Company without Cause, as below defined.
a. Cause. For the purposes of this
Agreement, "Cause" shall exist if Employee has committed (i) fraud, deceit, or intentional misconduct in connection with acts or omissions, (ii) gross negligence in connection with acts or omissions, (iii) a material breach of the Employee's
obligations under this Agreement, which breach is not cured within five (5) days following delivery to Employee of written notice of the alleged breach, or (iv) a breach by Employee of his fiduciary obligations to the Company.
8. Confidential Information.
a. Company Information. Employee agrees
at all times during the term of employment and thereafter, to hold in strictest confidence, and not to use or disclose, except for the benefit of the Company, to any person, firm or corporation without written authorization of the Board of
Directors of the Company, any Confidential Information of the Company. Employee understands that “Confidential Information” means, but is not strictly limited to, any Company proprietary information, technical data, trade secrets or know-how,
product plans, products, services, customer lists and customers (including customers of the Company with whom Employee became acquainted during the term of employment), markets, developments, drawings, marketing, financial or other business
information disclosed to Employee by the Company either directly or indirectly, in writing, orally or observation of during service to the Company. Employee further understands that Confidential Information does not include any of the foregoing
items which has become publicly known and made generally available through no wrongful act of Employee or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof.
b. Third Party Information. Employee
recognizes that the Company has received, and in the future will receive, confidential or proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for
certain limited purposes. Employee agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out Employee’s
work for the Company consistent with the Company’s agreement with such third party.
9. Conflicting Employment. Employee agrees
that, during the term of employment with the Company and for six (6) months thereafter, Employee will not engage in any other employment, consulting or other business activity with any competitor in the industry or which may directly harm the
Company’s business relationships, nor will Employee engage in any other activities that conflict with Employee’s obligations to the Company.
10. Returning Company Documents. Employee
agrees that, at the time of leaving the employ of the Company, Employee will deliver to the Company (and will not keep in Employee’s possession, recreate or deliver to anyone else) any and all documents, receipts, or other Company property, without
limitation, provided to Employee throughout the course of employment.
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11.
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Non-solicitation.
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a. Non-solicitation of Employees. To the
full extent permitted by law, for a period of twelve (12) months immediately following the termination of Employee’s relationship with the Company for any reason, whether voluntary or involuntary, Employee shall not, by himself or in collaboration
with others, either directly or indirectly solicit, induce, recruit or encourage any of the Company’s employees to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of the
Company, either for himself or any other person or entity.
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b. Non-solicitation of Business. To the
full extent permitted by law, for a period of twelve (12) months immediately following the termination of Employee’s relationship with the Company for any reason, whether voluntary or involuntary, Employee will not divert or attempt to divert from
the Company any business the Company had enjoyed or solicited from its customers or potential customers during the twelve (12) months prior to termination of employment.
12. Representations. Employee agrees to
execute any proper oath or verify any proper document required to carry out the terms of this Agreement. Employee represents that performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary
information acquired in confidence or in trust prior to employment by the Company. Employee has not entered into, and Employee agree Employee will not enter into, any oral or written agreement in conflict herewith.
13. Arbitration and Equitable Relief.
a. Arbitration. Employee agrees that any
dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this agreement, shall be settled by arbitration to be held in Denver, Colorado, in accordance with the employment dispute
resolution rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to
the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. Costs for legal fees and expenses shall be paid by the non-prevailing party.
This arbitration clause constitutes a waiver of Employee’s right to a jury trial and relates to the
resolution of all disputes relating to all aspects of the employer/employee relationship, including, but not limited to, the following claims:
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i.
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Any and all claims for wrongful discharge of employment; breach of contract, both express
and implied; breach of the covenant of good faith and fair dealing, both express and implied; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference
with contract or prospective economic advantage; and defamation;
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ii.
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Any and all claims for violation of any federal, state or municipal statute, including, but
not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination In Employment Act of 1967, the Americans With Disabilities Act of 1990, and the Fair Labor Standards Act;
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iii.
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Any and all claims arising out of any other laws and regulations relating to employment or
employment discrimination.
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b. Consideration. Employee understands
that each party’s promise to resolve claims by arbitration in accordance with the provisions of this Agreement, rather than through the courts, is consideration for other party’s like promise. Employee further understands that Employee’s employment
is consideration for this Agreement.
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14.
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General Provisions.
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a. Entire Agreement. This Agreement sets
forth the entire agreement and understanding between the Company and Employee relating to the subject matter herein and supersedes all prior discussions between Employee and the Company. No modification of or amendment to this Agreement, nor any
waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Notwithstanding, any subsequent change or changes in Employee’s duties, salary or compensation will not affect the validity or scope
of this Agreement.
b. Severability. In the event that any
provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the
fullest extent permitted by law.
c. Assignability; Binding Nature. This
Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the parties under this Agreement may be assigned or transferred without
the prior written consent of the other party.
d. Governing Law. This Agreement, any
actions arising out of this agreement, and any and all dispute resolutions shall be governed by and construed in accordance with the procedural and substantive laws of the State of Colorado without reference to conflicts of law doctrines.
e. Headings; Construction. The headings
of the sections and subsections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement. This Agreement will be interpreted according to the
fair meaning of its terms.
f. Counterparts. This Agreement may be
executed in one or more counterparts, each one of which, when taken together, will constitute an original copy.
[SIGNATURE
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EMPLOYMENT AGREEMENT
SIGNATURE PAGE
SIGNATURE PAGE
IN WITNESS WHEREOF, the Company and Employee have executed this Agreement as of the latest date written
below.
THE “COMPANY”
STWC Holdings, Inc.,
a Colorado corporation,
By: s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: CEO
TT
Date: 2/1/2019
“EMPLOYEE”
By: ______________________________
Printed: ______________________________
Date: 2/1/2019
Address: ______________________________
______________________________
Tax ID/ SS: ______________________________
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