FBEC WORLDWIDE INC. EMPLOYMENT AGREEMENT
Exhibit 10.1
This Agreement is dated this 1st day of August, 2015 by and between Xxxxx Xxxxxxxxx, (“Xxxxxxxxx”), and FBEC Worldwide Inc. ("FBEC"), a Wyoming Corporation, located at 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000; and is hereinafter referred to as the (“Company”).
RECITALS
A. Whereas; FBEC desires to enter into an Employment Agreement (“Agreement)” with Xxxxxxxxx to serve as its Chief Marketing Officer (“CMO”) and a Member of the Board of Directors.
B. Whereas: FBEC's Board of Directors held a meeting of on July 30, 2015 at which time the Board unanimously voted to appoint Xxxxxxxxx to become a member of the Board of Directors and Chief Marketing Officer (CMO) a Corporate Officer of the Company responsible for managing the marketing of the Company, reporting directly to CEO & Chairman, Xxxxxx Xxxx.
C. Whereas; Xxxxxx Xxxx, will work with the CMO to create, give guidance, and approve the overall direction, goals and strategies of the Company to be implemented by the CMO.
D. Whereas; FBEC and Xxxxxxxxx have reviewed this Agreement and any documents delivered pursuant hereto and have taken such additional steps and reviewed such additional documents and information as deemed necessary to make an informed decision to enter into this Agreement.
E. Whereas; Each of the parties hereto desires to make certain representations, warranties and agreements in connection herewith and also to describe certain conditions hereto in the Agreement.
Now therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
AGREEMENT
Job Title and Term of Agreement:
1. Job Title: Chief Marketing Officer and a Member of the Board of Directors of FBEC Worldwide, Inc.
2. Term: The term of this Agreement is for a minimum of one year and the Board of Directors has the option to appoint Sparafora for another annual term, in addition to revised considerations and conditions.
Compensation, Bonuses, & Benefits:
a. Annual Salary: Xxxxxxxxx will receive an Annual Salary of $180,000. This amount will be paid in 12 equal monthly installments of $15,000.
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b. Stock Signing Bonus: Xxxxxxxxx will receive a signing bonus of Ten Million (10,000,000) restricted shares of the common stock of FBEC Worldwide Inc.
4. Confidentiality:
The provisions of this Agreement are confidential and private and are not to be disclosed to outside parties (except on a reasonable need to know basis only) without the express, advance consent of all parties hereto or by order of a court of competent jurisdiction. Xxxxxxxxx agrees and acknowledges that during the course of this Agreement in the performance of his duties and responsibilities that he will come into possession or knowledge of information of a confidential nature and/or proprietary information of FBEC. Such confidential and/or proprietary information includes, but is not limited to the following of FBEC: its agents, contractors, employees and all affiliates; corporate and/or financial information and records of FBEC or any client, customer or associate of FBEC; information regarding others under contract, or in contact with, FBEC; customer information; client information; shareholder information; business contacts, investor leads and contacts; employee information; documents regarding FBEC’s website and any FBEC product, including intellectual property.
Xxxxxxxxx represents and warrants to FBEC that he will not divulge confidential, proprietary information of FBEC to anyone or anything without the advance, express consent of FBEC, and further will not use any proprietary information of FBEC for his or anyone else's gain or advantage during and after the term of this Agreement.
5. Further Representations and Warranties:
Xxxxxxxxx acknowledges that this is an employment position and represents that he will perform his duties and functions herein in a timely, competent and professional manner. Xxxxxxxxx represents and warrants that he will be fair in his dealing with FBEC and will not knowingly do anything against the interests of FBEC.
6. Survival of Warranties and Representations:
The parties hereto agree that all warranties and representations of the parties survive the closing of this transaction.
7. Termination:
This agreement is expressly not “at will.” It can be terminated by FBEC only for cause, after reasonable notice and opportunity to correct any alleged deficiencies. Xxxxxxxxx may request a hearing of the full Board of Directors to defend himself against any attempt of FBEC to terminate this Agreement. Any final determination of termination must be made by majority vote of the FBEC Board of Directors (after such a hearing, if requested). Xxxxxxxxx must give at least 30-day’s notice if he intends to resign.
MISCELLANEOUS PROVISIONS
1. Expenses: Each party shall bear its respective costs, fees and expenses associated with the entering into or carrying out its obligations under this Agreement.
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2. Indemnification: Any party, when an offending party, agrees to indemnify and hold harmless the other non-offending parties from any claim of damage of any party or non-party arising out of any act or omission of the offending party arising from this Agreement.
3. Notices: All notices required or permitted hereunder shall be in writing and shall be deemed given and received when delivered in person or sent by confirmed facsimile, or ten (10) business days after being deposited in the United States mail, postage prepaid, return receipt requested, addressed to the applicable party as the address as follows:
| Company: | FBEC Worldwide, Inc. | |
| 0000 Xxxxxxx Xxxxxx | ||
| Xxxxxxxx, XX 00000 | ||
| Attention: Xxxxxx Xxxx, CEO | ||
| 000-000-0000 | ||
| Employee: | Xxxxx Xxxxxxxxx | |
| 000 X. Xxxx 00xx Xxx | ||
| Xx. Xxxxxxxxxx, XX 00000 |
4. Breach: In the event of a breach of this Agreement, ten (10) days written notice (from the date of receipt of the notice) shall be given. Upon notice so given, if the breach is not so corrected, the non-breaching party may take appropriate legal action per the terms of this Agreement.
5. Assignment: This Agreement is assignable only with the written permission of FBEC and Xxxxxxxxx.
6. Amendment: This Agreement is the full and complete, integrated agreement of the parties, merging and superseding all previous written and/or oral agreements and representations between and among the parties, and is amendable in writing upon the agreement of all concerned parties. All attachments hereto, if any, are deemed to be a part hereof.
7. Interpretation: This Agreement shall be interpreted as if jointly drafted by the parties. It shall be governed by the laws of the State of Wyoming applicable to contracts made to be performed entirely therein.
8. Enforcement: If the parties cannot settle a dispute between them in a timely fashion, either party may file for arbitration within Cheyenne, WY. Arbitration shall be governed by the rules of the American Arbitration Association. The arbitrator(s) may award reasonable attorney’s fees and costs to the prevailing party. Either party may apply for injunctive relief or enforcement of an arbitration decision in a court of competent jurisdiction within Cheyenne, WY.
9. Counterparts: This Agreement may be executed in counterparts each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Facsimile signatures shall be considered as valid and binding as original signatures.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first written above.
FBEC WORLDWIDE, INC.
_________________________________________
XXXXXX XXXX - CHAIRMAN & CEO
______________________________________
XXXXX XXXXXXXXX
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