Contract

Exhibit 10.1

Executive Contractual Agreement    This Employment Agreement (this “Agreement”) is made effective as of October 15. 2013, by and between CLORACKS CORPORATION (“CLORACKS”). of 0000 X. Xxxxxxx Xx Xxx #X. Xxx Xxxxx, Xxxxxx, 00000 and Xxxx Xxxxxxxx (“XXXX”), of P 0 Box 43702 Las Vegas. Nevada. 89116.  A. CLORACKS is engaged in the business of Manufacturing XXXX will primarily perform the job duties at the following location: 0000 X Xxxxxxx Xx. Xxx. #X, Xxx Xxxxx, Xxxxxx.  B. CLORACKS desires to have the services of XXXX.  C XXXX is willing to be employed by CLORACKS. Therefore, the panics agree as follows:  EMPLOYMENT. CLORACKS shall employ XXXX as a(n) CEO XXXX shall provide to CLORACKS the services described on the attached Exhibit A, which is made a part of this Agreement by this reference XXXX accepts and agrees to such employment, and agrees to be subject to the general supervision, advice and direction of CLORACKS and CLORACKS's Board of Directors. XXXX shall also perform (i) such other duties as are customarily required to direct and manage all of the day-to-day operations of XXXX, and (ii) such other and unrelated services and duties as may be assigned to CLORACKS from time to time by CLORACKS.  BEST EFFORTS OF EMPLOYEE. XXXX agrees to perform faithfully, industriously, and to the best of RAUL’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 CLORACKS. Such duties shall be provided at such place(s) as the needs, business, or opportunities of CLORACKS may require from time to time. XXXX shall devote his full business time to the rendition of such Services subject to absences for customary vacations and for temporary illness. In addition, Xxxx Xxxxxxxx will not engage in any other gainful occupation which requires Xxxx Xxxxxxxx’x personal attention and/or creates a conflict of interest with job responsibilities under this Agreement without the prior approval of the Board, with the exception that Xxxx Xxxxxxxx may personally trade in stock, bonds, securities, commodities or real estate investments for his own benefit. Xxxx agrees to perform the office and function of the Chief Financial Officer until a named individual will be hired, designated and/or appointed by the board.   COMPENSATION OF EMPLOYEE. As compensation for the services provided by XXXX under this Agreement, CLORACKS will pay XXXX an annual salary of approximately no less than Two Hundred Thousand Dollars ($ 200.000.00) payable in accordance with CLORACKS’s usual payroll procedures in cash and/or in lieu of stocks certificates (preferred and/or common stocks). Upon termination of this Agreement, payments under this paragraph shall cease; provided, however, that XXXX shall be entitled to payments for periods or partial periods that occurred prior to the date of termination and for which XXXX has not yet been paid, and for any commission earned in accordance with CLORACKS’s customary procedures. if applicable Accrued vacation will be paid in accordance with state law and CLORACKS’s customary Procedures. This section of the Agreement is included only for accounting and payroll purposes and should not be construed as establishing a minimum or definite term of employment.   EXPENSE REIMBURSEMENT. CLORACKS will reimburse XXXX for “out-of-pocket” expenses incurred by XXXX in accordance with CLORACKS’s policies in effect from time to  time.   RECOMMENDATIONS FOR IMPROVING OPERATIONS. XXXX shall provide CLORACKS with all information, suggestions, and recommendations regarding CLORACKS’s business, of which XXXX has knowledge, that will be of benefit to CLORACKS.  CONFIDENTIALITY. XXXX recognizes that CLORACKS has and will have information regarding the following: - inventions  - products  - product design  - processes  - technical matters  - trade secrets  - copyrights  - customer lists  - prices  - costs  - discounts  - business affairs  - future plans  - financial and legal documents  and other vital information items (collectively. “Information”) which are valuable, special and unique assets of CLORACKS. XXXX agrees that XXXX will not at any time or in any manner, either directly or indirectly, divulge, disclose, furnish make accessible or communicate any Information to any third party without the prior written consent of CLORACKS. XXXX will protect the Information and treat it as strictly confidential. A violation by XXXX of this paragraph shall be a material violation of this Agreement and will justify legal and/or equitable relief.  UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that XXXX has disclosed (or has threatened to disclose) Information in violation of this Agreement, CLORACKS shall be entitled to an injunction to restrain XXXX 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. CLORACKS shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages, attorneys’ fees and costs incurred while seeking to enforce this Agreement   CONF'IDENTIALITY AFTER TERMINATION OF EMPLOYMENT The confidentiality provisions of this Agreement shall remain in full force and effect for a “3-year” period. period after the termination of RAUL’s employment. During such “3-year” period. period, neither party shall make or permit the making of any public announcement or statement of any kind that XXXX was formerly employed by or connected with C LORACKS.   INTELLECTUAL PROPERTY RIGHTS. All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, which are conceived, made, developed or acquired by XXXX, individually or in conjunction with others, during XXXXx employment by CLORACKS (whether during business hours or otherwise and whether on CLORACKS’s premises or otherwise) which relate to CLORACKS’s business, products or services (including. without limitation, all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions. interpretations. acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer's organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names, and marks), and all writings or materials of any type embodying any of such items, shall be disclosed to CLORACKS and are and shall be the sole and exclusive property of CLORACKS . NON-COMPETE AGREEMENT. XXXX recognizes that the various items of Information are special and unique assets of the company and need to be protected from improper disclosure. In consideration of the disclosure of the Information to XXXX, XXXX agrees and covenants that for a period of 3 years following the termination of this Agreement, whether such termination is voluntary or involuntary, XXXX will not directly or indirectly engage in any business competitive with CLORACKS. This covenant shall apply to the geographical area that includes all of the State of Nevada.  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, rendering advice or offering services to any third party that is engaged in such business, (iii) becoming interested directly or indirectly in any such business, or (iv) soliciting any customer or current Executive or Employee of CLORACKS for the benefit of a third party that is engaged in such business. XXXX agrees that this non-compete provision will not adversely affect RAUL's livelihood.  During the Employment Period, XXXX will devote XXXXx full-time efforts to the business of CLORACKS and will not engage in consulting work or any trade or business for his own account or for or on behalf of any other person, firm or corporation that competes, conflicts or interferes with the performance of his duties under this Agreement.  BENEFITS. XXXX shall be entitled to employment benefits, including holidays, personal leave. sick leave. vacation, health insurance, disability insurance, life insurance and pension plan as provided by CLORACKS’s policies in effect from time to time.  CLORACKS CORPORATION in its sole discretion may, from time to time, award CLORACKS CORPORATION a bonus (the Bonus).   CLORACKS CORPORATION in its sole discretion may, from time to time, award Xxxx Xxxxxxxx option to purchase shares of the Employers capital stock (the Stock).   TERM/TERMINATION. RAUL’s employment under this Agreement shall be for an unspecified term on an “at will” basis This Agreement may be terminated by CLORACKS upon “10 days” written notice written notice, and by XXXX upon “10 days” written notice written notice. If CLORACKS shall so terminate this Agreement. XXXX shall be entitled to compensation for 2 weeks beyond the termination date of such termination, unless XXXX is in violation of this Agreement. If XXXX is in violation of this Agreement, CLORACKS may terminate employment with cause without notice and with compensation to XXXX only to the date of such termination As used in this Agreement, the term “Cause” shall include, without limitation: insubordination; dishonest; fraud; serious dereliction of duty; criminal activity; acts of moral turpitude; conviction of a felony, plea of guilty or nolo contendere to a felony charge or any criminal act involving moral turpitude The compensation paid under this Agreement shall be RAUL’s exclusive remedy.   If RAUL’s employment is terminated by CLORACKS without cause. XXXX shall continue to receive XXXXx base salary, bonus and benefits (including car allowance, health care and life insurance as applicable) for a period of 2 weeks from the effective date of termination (the “Severance Period”).   The salary and fringe benefits to be paid are referred to herein as the “Termination Compensation” XXXX shall not be entitled to any Termination Compensation unless: (i) XXXX complies with all surviving provisions of any non-competition agreement, non-solicitation agreement, confidentiality agreement or inventions assignment agreement that XXXX signed, and (ii) XXXX executes and delivers to CLORACKS after a notice of termination a release in form and substance acceptable to CLORACKS. by which XXXX releases CLORACKS from any obligations and liabilities of any type whatsoever under this Agreement, except for CLORACKS’s obligations with respect to the Termination Compensation, and that release shall not affect RAUL’s right to indemnification, if any, for actions taken within the scope of XXXXx employment Notwithstanding anything herein, no Termination Compensation shall be paid or otherwise provided until all applicable revocation periods have fully expired. and the mutual release becomes fully and finally enforceable. The parties hereto acknowledge that the Termination Compensation to be provided is in consideration for RAUL’s release.   If Xxxx Xxxxxxxx terminates this Agreement by providing appropriate notice, the Company, at its  election, may (i) require Xxxx Xxxxxxxx to continue to perform Xxxx Mansuetos duties hereunder for the full notice period, or (ii) terminate Xxxx Xxxxxxxx’x employment at any time during such notice period, provided that any such termination shall not be deemed to be a termination without cause of Xxxx Xxxxxxxx’x employment by CLORACKS CORPORATION.  Unless otherwise provided by this Section, all compensation and benefits paid by CLORACKS CORPORATION to Xxxx Xxxxxxxx shall cease upon his last day of employment   TERMINATION FOR DISABILITY. CLORACKS shall have the option to terminate this Agreement, if XXXX becomes permanently disabled and is no longer able to perform the essential functions of the position with reasonable accommodation. CLORACKS shall exercise this option by giving 30 days written notice to XXXX. XXXX will not be entitled to and shall not receive any compensation or benefits of any type following the effective date of termination except as available under any disability policy covering Xxxx Xxxxxxxx as of his termination date. “Permanently disabled” for the purposes of this Agreement means Xxxx Xxxxxxxx’x inability, due to physical or mental illness, to perform the essential functions of Xxxx Mansuetos job, with or without a reasonable accommodation, for the period of 30 during any one employment year.  'T'ERMINATION DUE TO DEATH. Xxxx Mansuetos employment under this Agreement will terminate immediately upon Xxxx Mansuetos death and CLORACKS CORPORATION shall not have any further liability or obligations to Xxxx Xxxxxxxx’x estate, executors, heirs, assigns or any other person claiming under or through Xxxx Mansuetos estate, except that Xxxx Xxxxxxxx’x estate shall receive any accrued but unpaid salary or bonuses and any life insurance benefits to be paid pursuant to Xxxx Xxxxxxxx’x beneficiary designation.  COMPLIANCE WITH EMPLOYER’S RULES. XXXX agrees to comply with all of the rules and regulations of CLORACKS.  RETURN OF PROPERTY. Upon termination of this Agreement, XXXX shall deliver to CLORACKS all property which is CLORACKS’s property or related to CLORACKS’s business (including keys, records, notes, data, memoranda, models, and equipment) that is in RAUL’s possession or under RAUL’s control. Such obligation shall be governed by any separate confidentiality or proprietary rights agreement signed by XXXX.   NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or on the third day after being deposited in the United States mail. postage paid, addressed as follows:   Employer:  CLORACKS CORPORATION  Xxxx Xxxxxx  Human Resources Director 0000 X. Xxxxxxx Xx Xxx #X  Xxx Xxxxx, Xxxxxx 00000   Executive.  Xxxx Xxxxxxxx  X X. Xxx 00000  Xxx Xxxxx, Xxxxxx 00000   Such addresses may be changed from time to time by either party by providing written notice in the manner set forth above. BINDING AGREEMENT. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, personal representatives, successors and assigns. In the event CLORACKS CORPORATION is acquired, is a non-surviving party in a merger, or transfers substantially all of its assets, this Agreement shall not be terminated and the transferee or surviving company shall be bound by the provisions of this Agreement. The parties understand that the obligations of XXXX are personal and may not be assigned by Xxxx Xxxxxxxx.  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.  AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.   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 valid or enforceable, then such provision shall be deemed to be written. construed, and enforced as so limited.  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.  APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Nevada.    EMPLOYER:  CLORACKS CORPORATION    By /s/ Xxxx Xxxxxx Date: Oct 16, 2013 Xxxx Xxxxxx   Human Resources Director       AGREED TO AND ACCEPTED.   EXECUTIVE:      By /s/ Xxxx Xxxxxxxx Date: Oct 16, 2013 Xxxx Xxxxxxxx