EMPLOYMENT CONTRACT
Exhibit
10.9
THIS
AGREEMENT is made effective as of the 21st
day of
January, 2005
BETWEEN:
Xxxxx
Xxxxxxxx,
a person
with an address at
000
Xxxx
Xxxxxx
Xxxxxxx,
Xxx Xxxx 00000
(The
“Employee”)
OF
THE
FIRST PART
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AND:
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ORGANIC
RECYCLING TECHNOLOGIES INC., a company incorporated pursuant to the
laws
of Nevada with an address at
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Suite
000 - 0000 Xxxx Xxxxxxxx Xxxxxx
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Xxxxxxx,
XX X0X 0X0
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(“The
Company”)
OF
THE
SECOND PART
WHEREAS:
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A.
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The
Company wishes to employ for the services of the Employee and to
have the
Employee agree to provide Employment services to any of the Company’s
subsidiaries and affiliates, which require the Employee’s expertise and
assistance during the term of this Agreement, as directed by the
Company.
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B.
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The
Employee has agreed to accept such contract for services upon the
terms
and conditions of this Agreement.
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NOW
THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the mutual
covenants herein contained, the parties hereto agree as follows:
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1.
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ENGAGEMENT
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1.1
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Appointment
-
The Company hereby contracts for the services of the Employee and
the
Employee hereby agrees with the Company to perform services for the
Company in accordance with the terms and conditions of this
Agreement.
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1.2
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Scope
of Duties -
The Employee will provide the services (the
“Employment Services”) as
set forth in Schedule “A” to this
Agreement.
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1.3
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The
Employee will provide the services of
Xxxxx Xxxxxxxx,
(the “Principle”) to provide the Employment services.
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1
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1.4
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Changes
in scope of the Employment Services may only be made by mutual agreement
of the parties.
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1.5
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Best
Efforts
-
The Employee shall, at all times, provide and perform the Employment
Services to the best of its abilities. In consideration for the Employment
Fee as set forth in clause 3.1, Employee shall provide the Services
on a
priority basis to the Company and those subsidiaries and affiliates
which
enter into separate Employment contacts with the Employee, as directed
by
the Company.
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1.6
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Warranties
and Responsibilities
-
The Employee warrants and represents to the Company as follows and
acknowledges that the Company is relying upon these warranties and
representations in entering into this
Agreement:
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(a)
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The
Employee has the necessary expertise in the Waste management and
recycling
industry and has worked in this industry for over 20 years to effectively
provide the Employment
Services;
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(b)
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The
Employee brings with him all this expertise in the Waste management
and
Recycling Industry and this is his knowledge and expertise which
the
Company will utilize from the Employee during his term with the Company.
The Employee maintains all the rights to his knowledge and expertise
he
acquired prior to joining the Company;
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(c)
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The
Employee is not aware of any matter which would prevent the Employee
from
providing the Employee Services;
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(d)
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The
Employee is not subject to any known review by any securities regulatory
body that is currently in progress.
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1.7
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The
Company shall supply onsite Employee personnel with suitable office
space
and office equipment including adequate communications equipment
as may be
necessary in connection with the Employee’s performance of the Employment
Services.
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1.8
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Work,
research or development produced or created by the Employee during
the
term of this Agreement pertinent to the Company’s technical, scientific or
business interests including processes, business plans, other material
or
information relating to the business, portions of computer software
(in
source and executable code) and related documentation in any media
including all modifications, enhancements and versions thereof, unique
software and hardware configurations, design concepts and all materials
developed therefrom defined as Work
Product.
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1.9
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Any
Work Product created by Employee under this Agreement, either developed
solely or jointly with any other party, is the sole and exclusive
property
of the Company. Company is the sole owner of all copyrights, patents
and
other intellectual property rights in the Work Product.
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1.10
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Employee
assigns to the Company any rights Employee may have in the Work Product
and waives all claims with respect to the Work Product including
any moral
rights in the Work Product or to its use including the right to restrain
or claim damages for any distortion, mutilation or other modification
of
the Work Product and to restrain use or reproduction of the Work
Product.
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2
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1.11
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Company
acknowledges :
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(A)
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that
Employee may use certain software libraries and development tools
proprietary to Employee (“Employee Software”) to create the Work Product;
and
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(B)
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Company
does not obtain any proprietary or intellectual property rights in
such
Employee Software; and
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(C)
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Company’s
use of Employee Software as embedded in the Work Product shall be
governed
by fully-paid, non-exclusive worldwide, runtime license to use such
Employee Software.
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1.12
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The
Company will assist the Employee and those of its subsidiaries and
affiliates, which require the Employee’s expertise and assistance with the
negotiation, and settlement of the terms of separate Employment
contracts.
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2.
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TERM
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2.1
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Initial
Term
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The initial term of this Agreement shall be Five years commencing
on the
date first above written, subject to earlier termination as hereinafter
provided.
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2.2
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Renewal
-
This Agreement shall be renewed for further terms of such duration
and
upon such terms and conditions as the Employee shall and the Company
may
mutually agree upon in writing.
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3.
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EMPLOYEE
FEE
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3.1
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The
Company shall pay to the Employee a monthly fee (the “Employment
Fee”)
in consideration of the Employment Services. The Employment Fee shall
be
US$120,000 per year, $5,000 per month paid with $5000 accrued.
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3.2
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The
Employee shall be paid each month for Employment Services rendered
during
the month and the Company shall pay on or before the last day of
the
month.
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3.3
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The
Employee shall deliver to the Company a report detailing the activities
and services provided to the Company for the time period as agreed
with
the board of Directors but not less than each
week.
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3.4
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The
Employee will provide, at the Company’s Written request, a copy of all
Work Product including documents, designs, charts, and
codes.
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3.5
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The
Employee will ensure all Work Product will be backed-up and copied
to
safeguard against any loss or damage to the original Work
Product.
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3.6
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The
Employee will be issued 3,000,000 common shares of the Company for
service
and performance over two years:
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(a)
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1,000,000
upon Board of Directors approval of performance to July 31,
2005;
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3
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(b)
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1,000,000
upon Board of Directors approval of performance to January 31,
2006;
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(c)
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1,000,000
upon Board of Directors approval of performance to July 31,
2006;
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(i)
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The
3,000,000 Common Shares will be issued to Xxxxx Xxxxxxxx but held
by the
Board of Directors of the Company in trust and voted by the Board
of
Directors majority until earned by Xxxxx
Xxxxxxxx.
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3.7
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The
parties agree that the Employee Fee provided for in paragraph 3.1
hereof
is intended to include reimbursement for all other expenses incurred
by
the Employee, in connection with providing the Employment Services,
except
for the following expenses incurred by the Employee while providing
the
Employment Services:
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(a)
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Those
expenses expressly stated to be reimbursed by the Company pursuant
to this
Agreement;
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(b)
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Reasonable
travel expenses including transportation costs, meals, accommodation
and
related living out expenses;
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(c)
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Long
distance telephone, facsimile, and video conferencing
charges;
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(d)
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Cost
of visas, airport fees, special taxes and other charges imposed by
government for immigration related to travel on projects
business;
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(e)
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Conference
and related fees, purchase of technical books, journals and related
information where authorized by the
Company;
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(f)
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Other
specific expenses incurred by the Employee with the prior written
approval
of the Company.
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The
Employee with each invoice shall submit an account listing of reimbursable
expenses incurred each month.
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4.
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OPTIONS
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4.1
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The
Employee will also be entitled to receive in future years options
to
purchase additional shares of the Company as determined by the board
of
directors of the Company in its sole discretion with reference to
options
granted to officers and directors of the Company and the performance
of
the Employee.
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5.
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CONFIDENTIALITY
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5.1
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Confidential
Information and Non-Disclosure
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The Employee acknowledges and agrees that all information connected
with
the Company’s technology, including without limitation, all information,
data, inventions, discoveries, improvements, modifications, developments,
technically manuals or process-flow manuals, data, customer information
and pricing information is confidential and the Employee covenants
and
agrees with the Company to use its best efforts to ensure that the
such
information does not become public knowledge and undertakes not to
disclose such information or any part thereof to any other person
except
to its Employees and employees as may be necessary to carry out its
rights
and obligations under this
Agreement.
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4
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The
Employee hereby further covenants and agrees with the Company that
the
Employee shall require each and every one of its employees or Employees
who are provided with any information in respect of the Company’s
technology or related knowledge to sign confidentiality agreements
with
the Employee in a form acceptable to the Company. All such information
shall be returned to the Company upon termination of this
Agreement.
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5.2
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Non-Competition
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If the agreement is terminated the Employee agrees that during the
following two year term, following termination the Employee will
bring all
opportunities, projects and deals either alone or in a partnership
or
jointly or in conjunction with any person or persons, including without
limitation, any individual, firm, association, syndicate, company,
corporation or other business enterprise, as principal, agent, shareholder
or in any other manner whatsoever to the Company for review to accept
or
reject the opportunities, projects or deals on a right of first refusal
basis for the Company to accept or reject the opportunities, projects
or
deals. This relates to opportunities, projects and deals in Canada
the
United States North America or in the world. The Employee acknowledges
and
agrees the geographical restrictions contained herein are reasonable
in
light of the nature of the Company'’ technology and business. The Employee
further agrees, if the agreement is terminated, to
not:
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(a)
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Carry
on, be engaged in or concerned with or interested in any business,
operation or undertaking which is in any way competitive with the
business
of the Company anywhere in Canada and in the United States where
the
business of the Company is carried on
without first allowing the Company the right of first refusal on
the
opportunity;
and
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(b)
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Attempt
to solicit any suppliers, customers or employees of the business
of the
Company away from the Company.
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6.
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TERMINATION
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6.1
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Termination
by the Company
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(a)
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Material
Breach by Employee
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The Company may terminate this Agreement as a result of material
breach of
this Agreement by the Employee, provided that a reasonable written
notice,
of at least three (3) business days has been given by the Company,
to the
Employee and the Employee has been given an opportunity to cure the
material breach. In the event of termination of this Agreement by
the
Company, as a result of a material breach of this Agreement by the
Employee, all Options granted to the Employee will terminate and
be of no
force and effect and the Employee will not have any right to receive
additional Options not granted as of the date of
termination;
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(b)
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Without
Material Breach by Employee
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The Company acknowledges and confirms that the Employee will suffer
damages for termination of this Agreement unless termination is due
to a
material breach by the Employee. Accordingly, the parties agree that
a
reasonable pre-estimate of damages payable by the Company to the
Employee
for termination of this Agreement by the Company is such circumstances
will be as follows.
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5
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(i)
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During
this Agreement, damages equal to three months
fees;
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which payment
will be in full and final settlement of all claims, damages, and
any other
liabilities of the Company to the Employee pursuant to this Agreement
to
the date of such termination of the Employee’s services to the
Company.
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6.2
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Termination
by the Employee
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(a)
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Material
Breach by Company
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The Employee may terminate this Agreement for material breach at
any time
provided that a reasonable written notice of at least three (3) business
days has been given by the Employee to the Company and the Company
has
been given a reasonable opportunity to cure the material
breach;
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(b)
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Without
Material Breach by Company
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The Employee may terminate this Agreement without there having been
a
material breach by the Company provided the Employee gives the Company
at
least three (3) months’ written
notice.
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6.3
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Definition
of Material Breach by Company-
In this Agreement, the parties agree that a material breach of this
Agreement by the Company includes:
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(a)
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The
Company’s engagement in conduct which unreasonably jeopardizes the Company
or the Employee and which the Company refuses to stop or rectify
against
the advice of the Employee given in
writing;
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(b)
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The
Company’s material default, misconduct, breach or non-observance of any
material stipulation contained herein, after reasonable opportunity
to
cure such condition, if reasonable opportunity to remedy
exists;
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(c)
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The
dissolution, insolvency or bankruptcy of the
Company.
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6.4
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Definition
of Material Breach by Employee
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In this Agreement, the parties agree that a material breach of this
Agreement by the Employee includes:
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(a)
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The
Employee’s material default, misconduct, breach or non-observance of any
material stipulation contained herein after reasonable opportunity
to cure
such condition, if reasonable opportunity to remedy
exists.
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(b)
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The
failure of the Employee to provide
Xxxxx Xxxxxxxx to
the Company acting reasonably, to provide the Employment
Services;
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(c)
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The
attempted assignment of this Agreement by the Employee, in breach
of this
Agreement or any change in control of the Employee or that the
representation and warranty of the Employee in section 1.6(c) ceases
to be
correct;
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(d)
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The
dissolution, insolvency or the bankruptcy of the
Employee.
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6
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7.
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OTHER
PROVISIONS
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7.1
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Governing
Law
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This Agreement shall be governed by and construed in accordance with
the
laws of the Province of British
Columbia.
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7.2
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Intellectual
property Rights - Any intellectual property rights that the Employee
creates during the performance of his services are the property of
the
Company.
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7.3
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Notice
-
Any notice required, or permitted to be given under this Agreement
shall
be in writing and may be delivered personally or by telex or telecopier,
or by prepaid registered post addressed to the parties at the
above-mentioned addresses or at such other address of which notice
may be
given by either of such parties. Any notice shall be deemed to have
been
received if personally delivered or by telex or telecopier on the
date of
delivery and, if mailed as aforesaid, then on the seventh (7th)
business day after and excluding the date of
mailing.
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7.4
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Assignment
-
This Agreement may not be assigned by either party without the written
consent of the other party.
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7.5
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Indemnity:
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(a)
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The
Employee shall indemnify the Company and save it harmless from and
against
any and all claims, actions, damages, liabilities and expenses arising
out
of or in connection with a breach of any kind by the Employee of
any
provisions, covenants, conditions and warranties contained in this
Agreement, or any other matter arising whatsoever out of this Agreement
including the actions of other employees, agents or contractors of
the
Employee.
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(b)
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The
Company shall indemnify the Employee and save it harmless from and
against
any and all claims, actions, damages, liabilities and expenses arising
out
of or in connection with a breach of any kind by the Company of any
provisions, covenants, conditions and warranties contained in this
Agreement, or any other matter arising whatsoever out of this Agreement
including the actions of its employees, agents or contractors of
the
Company.
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7.6
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This
Agreement supersedes any previous agreement, arrangement or understanding,
whether written or oral between the parties
hereto.
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7.7
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Severability
-
Any term or condition of this Agreement that is held to be unlawful
or
unenforceable is severable and the remaining terms and conditions
of this
Agreement remain in full force and
effect.
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7.8
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Time
is of the essence of this
Agreement.
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7
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7.9
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This
Agreement is subject to the applicable rules and regulations of whatever
stock exchange(s) upon which the Shares of the Company may be traded
from
time to time, and the Company and the Employee undertake to exercise
their
best efforts to comply with such rules and regulations as they relate
to
this Agreement.
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IN
WITNESS WHEREOF the parties have executed this Agreement as of the day and
year
first above written.
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Xxxxx
Xxxxxxxx,
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By
its Authorized signatory
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by
its Authorized Signatory
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/s/
Xxxxx Xxxxxxxx
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/s/
Xxxx Xxxxxxx
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Signature
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Signature
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July
29, 2005
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Date
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Xxxx
Xxxxxxx
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Print
Name
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Secretary
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Title
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July
29, 2005
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Date
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8
Schedule
A
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Scope of Work
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1)
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Employed
as the President of Organic Recycling Technologies
Inc.;
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2)
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Reporting
to the Company’s board of
directors;
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3)
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Establishment
of a management executive committee that consults with the Company
and
works with the President to run the
Company;
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4)
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President
is the head of the Company’s management executive committee and reports to
the Company’s Board of Directors;
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5)
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President
to further the Company goals;
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(i)
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Obtaining
new deals for the Company using your skills, knowledge and
contacts;
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(ii)
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Working
with the management executive committee prepare and present all
new
opportunities to the Board of Directors for review and
approval;
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(iii)
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Working
with the management executive committee manage all new opportunities
by
ensuring quality managers and support is in place;
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6)
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President
to work to finance the Company;
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(i)
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Working
with the management executive committee, ensure all new opportunities
are
supported by long term benefits to the Company and to assist the
management executive committee to provide analysis for the Board
of
Directors review and approval;
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(ii)
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Working
with the management executive committee, assist in the development
of
internal and external finance opportunities and strategies that
support
the Company goals and to assist the management executive committee
to
provide analysis for the Board of Directors review and
approval;
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7)
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Maintaining
Company operating procedures;
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(i)
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Work
with the management executive committee to maintain and regularly
update
the Company’s operating policies and procedures for review and approval
for the board of Directors of the
Company;
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(ii)
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Work
with the management executive committee to ensure all Company personnel
are knowledgeable and use the Company’s operating
procedures;
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8)
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Perform
such other duties and observe such instructions as may be reasonably
assigned from time to time by an immediate Supervisor, by or on
behalf of
the Company’s Board of Directors.
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9
