EMPLOYMENT AGREEMENT
EMPLOYMENT
AGREEMENT (this “Agreement”),
effective as of December 1, 2007, between Xxxx Xxxxxxx, an individual residing
at 0000 Xxxxxxx Xxxxxx, Xxx Xxxxxxx, XX 00000 (the “COO”),
and
Bloodhound Search Technologies, Inc., a Nevada corporation (the “Company”).
W
I T N E S S E T H:
WHEREAS,
the COO has been employed by the Company as its Chief Operating Officer since
April 5, 2006; and
WHEREAS,
the COO and the Company desire to continue such employment and to enter into
this Agreement in order to state the terms and conditions of the continuation
of
such employment.
NOW,
THEREFORE, in consideration of the mutual agreements and covenants set forth
herein, the parties hereto agree as follows:
ARTICLE
I
POSITION;
DUTIES; TERM
1.1 Position.
The
Company hereby continues to employ the COO as the Chief Operating Officer of
the
Company, which employment the COO hereby accepts, all in the capacity and on
the
terms and conditions hereinafter set forth.
1.2 Duties.
During
the Term (as defined below), the COO shall be a full-time employee of the
Company, all under and subject to the direction and control of the Board of
Directors of the Company. In his capacity as Chief Operating Officer, the COO
shall be responsible for controlling the day to day operations of the Company
and shall perform such duties for the Company as are consistent with the
foregoing.
1.3 Term.
The
term of employment shall commence as of the date of this Agreement and shall
continue until this Agreement is terminated in accordance with the terms hereof
(the “Term”).
ARTICLE
II
COMPENSATION
2.1 Salary.
During
the Term, the COO shall be entitled to a gross salary (the “Salary”)
as
follows: (a) for the period commencing December 1, 2006, and continuing to
and
including February 28, 2007, the Salary shall be $5,000 for such three month
period (amounting to approximately $1,667 per month), payable within ten (10)
days after the date hereof; and (b) for the period commencing March 1, 2007,
and
continuing until the end of the Term, the Salary shall be $5,000 per each month
of the Term, payable within ten (10) days after the end of each such month.
The
Salary shall be subject to withholding for applicable taxes.
2.2
Additional
Compensation.
As
additional compensation, the Company, in the sole discretion of its Board of
Directors, may grant stock purchase options to the COO.
ARTICLE
III
BENEFITS
3.1 Business
Expenses The
COO
shall be reimbursed for all reasonable and necessary business expenses incurred
by the COO in connection with the performance of his duties under this
Agreement, so long as the Company pre-approves such expenses in writing and
the
COO presents to the Company appropriate documentation therefor.
3.2 Additional
Benefits.
The COO
shall be entitled to participate in any pension or profit sharing plans, group
health, accident or life insurance plans, group medical and hospitalization
plan, and other similar benefits as may be available to the employees of the
Company.
ARTICLE
IV
TERMINATION
4.1
Termination.
The
COO's employment hereunder may be terminated by either party hereto for any
reason or no reason immediately upon written notice by the terminating party
to
the non-terminating party. Upon such termination, the Company shall pay the
COO
his Salary accrued through the date of such termination. Following such
termination, the COO shall be required to co-operate with the Company and to
execute all documents which may be reasonably requested by the
Company.
ARTICLE
V
REPRESENTATION;
NON-COMPETITION
5.1 COO
Representation.
The COO
represents that the COO’s execution of this Agreement and the performance of his
duties required hereunder will neither be a breach of any other employment
or
other agreement nor a breach of any non-competition or similar
agreement.
5.2 Non-Competition.
(a)
The
COO agrees that during the Term and for the period of two (2) years thereafter,
he will not engage, directly, either as principal, agent, consultant,
proprietor, creditor, stockholder, director, officer or employee, or participate
in the ownership, management, operation or control of any business which
directly or indirectly competes with the business of the Company. The COO
acknowledges and agrees that the current market for the Company's business
extends throughout the world and that it is therefore reasonable to prohibit
the
COO from competing with the Company anywhere in such territory. This Section
shall not apply to the COO’s ownership of less than five percent (5%) of the
capital stock of a company having a class of capital stock which is traded
on
any national stock exchange.
2
(b) During
the Term and for the period of two (2) years thereafter, the COO agrees that
he
will not, directly, (i) solicit, divert or recruit or encourage any of the
employees or agents of the Company, or any person who was an employee or agent
of the Company during the Term, to leave the employ of the Company or terminate
or alter their contractual relationship in a way that is adverse to the
Company's interests, (ii) solicit or divert business from the Company, or assist
any person or entity in doing so or attempting to do so or (iii) cause or seek
to cause any person or entity to refrain from dealing or doing business with
the
Company or assist any person or entity in doing so or attempting to do
so.
5.3 Confidentiality.
(a)
The
COO agrees that he shall hold in strict confidence and shall not at any time
during or after his employment with the Company, directly or indirectly, (i)
reveal, report, publicize, disclose, or transfer any Confidential Information
(as described below) or any part thereof to any person or entity, (ii) use
any
of the Confidential Information or any part thereof for any purpose other than
in the course of his duties on behalf of the Company, or (iii) assist any person
or entity other than the Company to secure any benefit from the Confidential
Information or any part thereof. All Confidential Information (regardless of
the
medium retained) and all abstracts, summaries or writings based upon or
reflecting any Confidential Information in the COO's possession shall be
delivered by the COO to the Company upon request therefor by the Company or
automatically upon the termination of this Agreement.
(b) For
purposes of this Agreement, "Confidential Information" shall mean any
information relating to the business, operations, affairs, assets or condition
(financial or otherwise) of the Company which is not generally known by
non-company personnel, or is proprietary or in any way constitutes a trade
secret (regardless of the medium in which information is maintained) which
the
COO develops or which the COO obtains knowledge of or access to through or
as a
result of the COO’s relationship with the Company. Confidential Information
specifically includes, without limitation, business and marketing plans,
financings, cost and pricing information, supplier information, all source
code,
system and user documentation, and other technical documentation pertaining
to
the hardware and software programs of the Company, including any proposed design
and specifications for future products and products in development, and all
other technical and business information considered confidential by the Company.
Confidential Information shall not include any information that is generally
publicly available or otherwise in the public domain other than as a result
of a
breach by the COO of his obligations hereunder.
5.4 Remedies. The
COO
agrees and acknowledges that the foregoing restrictions and the duration and
the
territorial scope thereof as set forth in Sections 5.2 or 5.3 are under all
of
the circumstances reasonable and necessary for the protection of the Company
and
its business. In the event that the COO shall breach or threaten to breach
any
of the provisions of Sections 5.2 or 5.3, in addition to and without limiting
or
waiving any other remedies available to the Company, at law or in equity, the
Company shall be entitled to immediate injunctive relief in any court, domestic
or foreign, having the capacity to grant such relief, to restrain any such
breach or threatened breach and to enforce the provisions of this Agreement.
3
ARTICLE
VI
MISCELLANEOUS
6.1 Entire
Agreement.
This
Agreement constitutes the entire understanding between the Company and the
COO
with respect to the subject matter hereof and supersedes any and all previous
agreements or understandings between the COO and the Company concerning the
subject matter hereof, all of which are merged herein.
6.2 Successors.
This
Agreement shall be binding upon and inure to the benefit of the COO and his
heirs and personal representatives, and the Company and its successors and
assigns.
6.3 Notices.
All
notices and other communications required or permitted hereunder shall be
delivered personally, sent via facsimile, certified or registered mail, return
receipt requested, or next day express mail or overnight, nationally recognized
courier, postage prepaid with proof of receipt, to the address or telephone
number (in the case of facsimile) set forth above. Such addresses and/or
telephone numbers may be changed by notice given in the manner provided herein.
Any such notice shall be deemed given (i) when delivered if delivered
personally, (ii) the day after deposit with the express or courier service
when
sent by next day express mail or courier, (iii) five (5) days after deposit
with
the postal service when sent by certified or registered mail, or (iv) when
sent
over a facsimile system with answer back response set forth on the sender's
copy
of the document.
6.4 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Nevada, without regard to choice of law principles.
6.5 Amendment
and Modification.
This
Agreement may be amended, modified or supplemented only by written agreement
executed by the Company and the COO.
6.6 Headings.
The
section headings herein are inserted for the convenience of the parties only
and
are not to be construed as part of the terms of this Agreement or to be taken
into account in the construction or interpretation of this
Agreement.
6.7 Counterparts.
This
Agreement may be executed in counterparts and by facsimile, each of which shall
be deemed to be an original but both of which together will constitute one
and
the same instrument.
[remainder
of page intentionally left blank; signature page to follow]
4
IN
WITNESS WHEREOF, the parties have entered into this COO Employment Agreement
as
of the day and year first above written.
| BLOODHOUND SEARCH TECHNOLOGIES, INC. | ||
| |
|
|
| By: | /s/ Xxxxxx Xxxx | |
|
Name: Xxxxxx Xxxx |
||
| Title: Chief Financial Officer, Secretary, and Director | ||
| /s/ Xxxx Xxxxxxx | |
|
Xxxx
Xxxxxxx
|
|
5
