Employment Contract
THIS
EMPLOYMENT CONTRACT dated this 1st
day of March, 2007
BETWEEN:
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00
Xxxxxxxx Xxx.,
Xxxxxx,
Xxx Xxxxxx 00000
(the
"Employer")
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OF
THE FIRST PART
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-
AND -
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Xxxxxx
X. Xxxxxxx, Xx. of
00
Xxxxxxxx Xxx.
Xxxxxx,
Xxx Xxxxxx 00000
(the
"Employee")
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OF
THE SECOND PART
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BACKGROUND:
| 1. |
The
Employer is duly incorporated, organized and existing under the laws
of
the State of Delaware.
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| 2. |
The
Employer is of the opinion that the Employee has the necessary
qualifications, experience and abilities to assist and benefit the
Employer in its business.
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| 3. |
The
Employer desires to employ the Employee and the Employee has agreed
to
accept and enter such employment upon the terms and conditions set
out in
this Agreement.
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IN
CONSIDERATION OF
the
matters described above and of the mutual benefits and obligations set forth
in
this Agreement, the receipt and sufficiency of which consideration is hereby
acknowledged, the parties to this Agreement agree as follows:
Governing
Law
| 1. |
This
Agreement will be construed in accordance with and governed by the
laws of
the State of New Jersey
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Commencement
Date and Term
| 2. |
The
Employee will commence full-time employment with the Employer on
March
1st, 2007 (the 'Commencement
Date').
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| 3. |
Subject
to termination as provided in this Agreement, the term of this Agreement
will be for a period of one year and will continue on a month to
month
basis with either party able to give 30 days prior written notice
to
terminate this Agreement, commencing on the Commencement Date. At
the
expiration date of this Agreement, this Agreement will be considered
renewed for regular periods of one month, provided neither party
submits a
notice of termination. The parties acknowledge that various provisions
of
this Agreement survive past termination of
employment.
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Position
and Duties
| 4. |
The
Employer agrees to employ the Employee as Chief Executive Officer
and a
member of the Board. The Chief Executive Officer shall be the head
of the
Corporation, and shall perform all acts of things incident of the
position
of President and shall have such other duties as may be assigned
to him
from time to time by or under authority of the Board of Directors.
Under
the supervision of the Board of Directors, Chief Executive Officer
shall
have general control and management of the Corporation and its business
and affairs, including general supervision over its officers, employees
and agents, subject, however, to the right of the Board of Directors
to
confer any specific power upon any other officer or officers of the
Corporation. The Chief Executive Officer shall perform such other
duties
as may be assigned to him from time to time by the Board of Directors.,
and the Employee agrees to be employed on the terms and conditions
set out
in this Agreement. The Employee agrees to be subject to the general
supervision of and act pursuant to the orders, advice and direction
of the
Employer.
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| 5. |
The
Employee will perform any and all duties now and later assigned to
the
Employee by the Employer. The Employee will also perform such other
duties
as are customarily performed by one holding such a position in other,
same
or similar businesses or enterprises as that engaged in by the
Employer.
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| 6. |
The
Employee agrees to abide by the Employer's rules, regulations, and
practices, including those concerning work schedules, vacation and
sick
leave, as they may from time to time be adopted or
modified.
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Employee
Compensation
For
services rendered by the Employee as required by this Agreement, the Employer
will pay to the Employee a salary of $8,500.00 per month. This compensation
will
be payable every two weeks. The Employer is entitled to deduct from the
Employee's compensation any applicable deductions and remittances as required
by
law.
In
addition to your salary, you will be entitled to the following:
| · |
A
bonus, based on revenue generated that shall be negotiated in good
faith
and in accordance with industry
norms.
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| · |
This
employment agreement also provides for an annual bonus of options
to
purchase up to 500,000 shares of Company common stock payable at
the
discretion of the Board of
Directors.
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| · |
Expenses
of up to $1,000.00 per month. More if approved by the board of
directors.
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| 7. |
The
Employee understands that the Employee's compensation as provided
in this
Agreement will constitute the full and exclusive monetary consideration
and compensation for all services performed by the Employee and for
the
performance of all the Employee's promises and obligations in this
Agreement.
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| 8. |
The
Employee understands and agrees that any additional compensation
to the
Employee (whether a bonus or other form of additional compensation)
will
rest in the sole discretion of the Employer and that the Employee
will not
earn or accrue any right to additional compensation by reason of
the
Employee's employment.
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| 9. |
The
Employer will reimburse the Employee for all necessary expenses incurred
by the Employee while traveling pursuant to the Employer's
directions.
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| 10. |
The
Employer agrees to permit a reasonable degree of flexibility in work
hours. In cases where extra time is worked in a day or a week, the
employee waives any right to overtime pay or to equivalent time off
in
place of overtime pay.
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Employee
Benefits
| 11. |
[The
Employee and his family will be entitled to health, medical and life
insurance benefits, to be paid by employer. All benefits provided
by the
Employer are in the Employer's sole discretion and are subject to
change,
upon the Employer providing the Employee with 30 days written notice
of
such change to the benefits.- I don’t know that the company offers this to
anyone at this point or is in a position to offer it right
now.]
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| 12. |
The
Employee will be entitled to three weeks of paid vacation each year
during
the term of this Agreement, the time for such vacation to be determined
by
mutual agreement between the Employer and the
Employee.
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Duty
to Devote Full Time
13.
The
Employee agrees to devote full-time efforts to his duties as an Employee of
the
Employer.
Avoiding
Conflict of Opportunities
14.
It is
understood and agreed that any business opportunity relating to or similar
to
the Employer's current or anticipated business opportunities (with the exception
of personal investments in less than 5% of the equity of a business, investments
in established family businesses, real estate, or investments in stocks and
bonds traded on public stock exchanges) coming to the attention of the Employee
during the Employee's employment is an opportunity belonging to the Employer.
Therefore,
the Employee will advise the Employer of the opportunity and cannot pursue
the
opportunity, directly or indirectly, without the written consent of the
Employer.
15.
Without the written consent of the Employer, the Employee further agrees not
to:
1. Directly
or indirectly, engage or participate in any other business activities that
the
Employer, in its reasonable discretion, determines to be in conflict with the
best interests of the Employer.
Inability
to Contract for Employer
16.
In
spite of anything contained in this Agreement to the contrary, the Employee
will
not have the right to make any contracts or commitments for or on the behalf
of
the Employer without first obtaining the express written consent of the
Employer.
Insurance
17.
The
Employee is a valued and integral part of the Employer and the loss of his
services to the Employer would cause a severe hardship and economic loss to
the
Employer.
The
Parties agree that the Employee will:
| 1 | permit the Employer, at any time and from time to time, at its option, and at its cost, to insure his life under a policy or policies of life insurance issued by a life insurance company or companies selected by the Employer; |
| 2. |
name
the Employer as sole beneficiary in the insurance policy;
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| 3. |
do
any and all acts and things, and execute and deliver all or any
instruments, paper and documents, which will be reasonably demanded
by the
Employer or the insurer for the purpose of applying for, obtaining,
maintaining, canceling, converting, reinstating, or liquidating such
insurance policy or policies, or collecting the proceeds from such
insurance policy or policies including but not limited to, such as
will be
necessary to vest in the Employer and any and all rights, powers,
privileges, options or benefits to and under such insurance policies;
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| 4. |
sub
mit to all necessary physical or other examinations required to affect
such policies of insurance.
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16.
The
Employer will use its best efforts when dealing with potential insurers to
require such insurers to treat all information provided to it by the Employee
as
confidential.
Confidential
Information and Assignment of Inventions
17.
The
Employee acknowledges in any position the Employee may hold, in and as a result
of the Employee's employment by the Employer, the Employee will, or may, be
making use of, acquiring or adding to information about certain matters and
things which are confidential to the Employer and which information is the
exclusive property of the Employer, including, without limitation:
1.
'Confidential Information' means all data and information relating to the
business and management of Employer, including proprietary and trade secret
technology and accounting records to which access is obtained by the Employee,
including Work Product, Computer Software, Other Proprietary Data, Business
Operations, Marketing and Development Operations, and Customers. Confidential
Information will also include any information that has been disclosed by a
third
party to the Employer and governed by a non-disclosure agreement entered into
between the third party and the Employer. Confidential Information will not
include information that:
a.
is
generally known in the industry of the Employer
b.
is now
or subsequently becomes generally available to the public through no wrongful
act of the Employee;
c.
the
Employee rightfully had in its possession prior to the disclosure to Employee
by
the Employer;
d.
is
independently created by the Employee without direct or indirect use of the
Confidential Information;
e.
the
Employee rightfully obtains from a third party who has the right to transfer
or
disclose it.
f.
'Work
Product' means work product resulting from or related to work or projects
performed or to be performed for the Employer or for clients of the Employer,
of
any type or form in any stage of actual or anticipated research and development;
g.
'Computer Software' which means computer software resulting from or related
to
work or projects performed or to be performed for the Employer or for clients
of
the Employer, of any type or form in any stage of actual or anticipated research
and development, including but not limited to programs and program modules,
routines and subroutines, processes, algorithms, design concepts, design
specifications (design notes, annotations, documentation, flowcharts, coding
sheets, and the like), source code, object code and load modules, programming,
program patches and system designs;
h.'Other
Proprietary Data' means information relating to the Employer's proprietary
rights prior to any public disclosure of such information, including but not
limited to the nature of the proprietary rights, production data, technical
and
engineering data, test data and test results, the status and details of research
and development of products and services, and information regarding acquiring,
protecting, enforcing and licensing proprietary rights (including patents,
copyrights and trade secrets);
i.
'Business Operations' means internal personnel and financial information, vendor
names and other vendor information (including vendor characteristics, services
and agreements), purchasing and internal cost information, internal services
and
operational manuals, and the manner and methods of conducting the Employer's
business;
j.
'Marketing and Development Operations' means marketing and development plans,
price and cost data, price and fee amounts, pricing and billing policies,
quoting procedures, marketing techniques and methods of obtaining business,
forecasts and forecast assumptions and volumes, and future plans and potential
strategies of the Employer which have been or are being discussed; and
k.
'Customers' means names of customers and their representatives, contracts and
their contents and parties, customer services, data provided by customers and
the type, quantity and specifications of products and services purchased,
leased, licensed or received by clients of the Employer.
Confidential
Obligations
18.
The
Employee agrees that a material term of the Employee's contract with the
Employer is to keep all Confidential Information absolutely confidential and
protect its release from the public. The Employee agrees not to divulge, reveal,
report or use, for any purpose, any of the Confidential Information which the
Employee has obtained or which was disclosed to the Employee by the Employer
as
a result of the Employee's employment by the Employer. The Employee agrees
that
if there is any question as to such disclosure then the Employee will seek
out
senior management of the Employer prior to making any disclosure of the
Employer's information that may be covered by this Agreement.
19.
The
obligations to ensure and protect the confidentiality of the Confidential
Information imposed on the Employee in this Agreement and any obligations to
provide notice under this Agreement will survive the expiration or termination,
as the case may be, of this Agreement and will continue for a period of one
(1)
year from the date of such expiration or termination.
20.
The
Employee may disclose any of the Confidential Information:
1.
to a
third party where Employer has consented in writing to such disclosure; and
2.
to the
extent required by law or by the request or requirement of any judicial,
legislative, administrative or other governmental body, however, the Employee
will first have given prompt notice to the Employer of any possible or
prospective order (or proceeding pursuant to which any order may result), and
the Employer will have been afforded a reasonable opportunity to prevent or
limit any disclosure.
Ownership
and Title
21.
The
Employee acknowledges and agrees that all rights, title and interest in any
Confidential Information will remain the exclusive property of the Employer.
Accordingly, the Employee specifically agrees and acknowledges that he will
have
no interest in the Confidential Information, including, without limitation,
no
interest in know-how, copyright, trade-marks or trade names, notwithstanding
the
fact that he may have created or contributed to the creation of the
same.
22.
The
Employee does hereby waive any moral rights that he may have with respect to
the
Confidential Information.
23.
This
Agreement will not apply in respect of any intellectual property, process,
design, development, creation, research, invention, know-how, trade names,
trade-marks or copyrights for which:
1.
no
equipment, supplies, facility or Confidential Information of the Employer was
used,
2.
was
developed entirely on the Employee's own time, and does not:
a.
relate
to the business of the Employer,
b.
relate
to the Employee's actual or demonstrably anticipated processes, research or
development or
c.
result
from any work performed by the Employee for the Employer.
24.
The
Employee agrees to immediately disclose to the Employer all Confidential
Information developed in whole or in part by the Employee during the term of
the
Employee's employment with the Employer and to assign to the Employer any right,
title or interest the Employee may have in the Confidential Information. The
Employee agrees to execute any instruments and to do all other things reasonably
requested by the Employer (both during and after the Employee's employment
with
the Employer) in order to vest more fully in the Employer all ownership rights
in those items transferred by the Employee to the Employer.
Return
of Confidential Information
25.
The
Employee agrees that, upon request of the Employer or upon termination or
expiration, as the case may be, of employment, the Employee will turn over
to
the Employer all documents, disks or other computer media, or other material
in
the possession or control of the Employee that:
1.
may
contain or be derived from ideas, concepts, creations, or trade secrets and
other proprietary and Confidential Information as defined in this
Agreement
2.
connected with or derived from the Employee's services to the Employer
Non-Solicitation
26.
Any
attempt on the part of the Employee to induce others to leave the Employer's
employ, or any effort by the Employee to interfere with the Employer's
relationship with its other employees and contractors would be harmful and
damaging to the Employer. The Employee agrees that during the term of his
employment with the Employer and for a period of one (1) year after the end
of
that term, the Employee will not in any way, directly or indirectly:
1.
induce
or attempt to induce any employee or contractor of the Employer to quit
employment or retainer with the Employer
2.
otherwise interfere with or disrupt the Employer's relationship with its
employees and contractors
3.
discuss employment opportunities or provide information about competitive
employment to any of the Employer's employees or contractors
4.
solicit, entice, or hire away any employee or contractor of the Employer.
5.
This
obligation will be limited to those that were employees or contractors of the
Employer when the Employee was employed by the Employer.
Termination
Due to Discontinuance of Business
27.
In
spite of anything contained in this Agreement to the contrary, in the event
that
the Employer will discontinue operating its business at the location where
the
Employee is employed, then, at the Employer's sole option, this Agreement will
terminate as of the last day of the month in which the Employer ceases
operations at such location with the same force and effect as if such last
day
of the month were originally set as the termination date of this
Agreement.
Termination
of Employment
28.
Where
the Employee has breached any of the terms of this Agreement or where there
is
just cause for termination, the Employer may terminate the Employee's employment
without notice.
29.
The
Employee and the Employer agree that reasonable and sufficient notice of
termination of employment by the Employer is the greater of one month and any
notice required under any relevant employment legislation.
30.
If
the Employee wishes to terminate his employment with the Employer, the Employee
will provide the Employer with one month's notice. As an alternative, if the
Employee co-operates with the training and development of a replacement, then
sufficient notice is given if it is sufficient notice to allow the Employer
to
find and train the replacement.
31.
Should the Employee terminate his employment pursuant to this Agreement, and
there is no constructive dismissal, the Employee agrees to be reasonably
available as a consultant for the purposes of maintaining any projects or
developments created while employed by the Employer. The Employee agrees to
negotiate the terms of the consulting work in good faith. In his capacity as
a
consultant for the Employer pursuant to this paragraph, the Employee agrees
to
provide his present residential address and telephone number as well as his
business address and telephone number.
32.
The
time specified in the notice by either the Employee or the Employer may expire
on any day of the month and upon the date of termination the Employer will
forthwith pay to the Employee any outstanding portion of the wage, accrued
vacation and banked time, if any, calculated to the date of termination.
Notwithstanding the date of termination, the Employee acknowledges and agrees
to
diligently execute and complete his employment responsibilities to the Employer
at the reasonable direction of the Employer. Failure of the Employee to
responsibly execute his obligations to the Employer during the notice period
will be considered to be an abandonment of his obligations and will be
sufficient cause for immediate termination of the Employee without compensation
or notice.
Remedies
33.
The
Employee agrees and acknowledges that the Confidential Information is of a
proprietary and confidential nature and that any disclosure of the Confidential
Information to a third party in breach of this Agreement cannot be reasonably
or
adequately compensated for in money damages, would cause irreparable injury
to
Employer, would gravely affect the effective and successful conduct of the
Employer's business and goodwill, and would be a material breach of this
Agreement.
34.
In
the event of a breach or threatened breach by the Employee of any of the
provisions of this Agreement, the Employee agrees that the Employer is entitled
to, in addition to and not in limitation of any other rights and remedies
available to the Employer at law or in equity, to a permanent injunction in
order to prevent or restrain any such breach by the Employee or by the
Employee's partners, agents, representatives, servants, employees, and/or any
and all persons directly or indirectly acting for or with the
Employee.
35.
The
Employee agrees to co-operate with the Employer following termination by
providing documentation and other information to permit the Employer to evaluate
whether the Employee is honoring his post-employment obligations set out in
this
Agreement.
Severability
36.
Employer and Employee acknowledge that this Agreement is reasonable, valid
and
enforceable. However, if a court of competent jurisdiction finds any of the
provisions of this Agreement to be too broad to be enforceable, it is the
parties' intent that such provision be reduced in scope by the court only to
the
extent deemed necessary by that court to render the provision reasonable and
enforceable, bearing in mind that it is the Employee's intention to give the
Employer the broadest possible protection against disclosure of the Confidential
Information and against the Employee soliciting the Employer's employees and
contractors.
37.
In
the event that any of the provisions of this Agreement will be held to be
invalid or unenforceable in whole or in part, those provisions to the extent
enforceable and all other provisions will nevertheless continue to be valid
and
enforceable as though the invalid or unenforceable parts had not been included
in this Agreement and the remaining provisions had been executed by both parties
subsequent to the expungement of the invalid provision.
Notices
38.
If
Employee loses or makes unauthorized disclosure of any of the Confidential
Information, the Employee will immediately notify the Employer and take all
reasonable steps necessary to retrieve the lost or improperly disclosed
Confidential Information.
39.
All
notices, requests, demands or other communications required or permitted by
the
terms of this Agreement will be given in writing and either served personally
or
sent by facsimile or e-mail. The address for any notice to be delivered to
any
of the parties to this Agreement is as follows:
00
Xxxxxxxx Xxx., Xxxxxx, XX 00000
Fax
#:
000 000-0000
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Xxxxxx
X. Xxxxxxx, Xx.
00
Xxxxxxxx Xxx., Xxxxxx, XX 00000
Fax
#: 000 000-0000
Email:
xxx@xxxxxxxxx.xxx
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or
to
such other address as to which any Party may from time to time notify the
other.
Modification
of Agreement
40.
Any
amendment or modification of this Agreement or additional obligation assumed
by
either party in connection with this Agreement will only be binding if evidenced
in writing signed by each party or an authorized representative of each
party.
Governing
Law
41.
It is
the intention of the parties to this Agreement that this Agreement and the
performance under this Agreement, and all suits and special proceedings under
this Agreement, be construed in accordance with and governed, to the exclusion
of the law of any other forum, by the laws of the State of New Jersey, without
regard to the jurisdiction in which any action or special proceeding may be
instituted.
General
Provisions
42.
Headings are inserted for the convenience of the parties only and are not to
be
considered when interpreting this Agreement. Words in the singular mean and
include the plural and vice versa. Words in the masculine mean and include
the
feminine and vice versa.
43.
The
Employee is liable for all costs, expenses and expenditures including, and
without limitation, the complete legal costs incurred by the Employer in
enforcing this Agreement as a result of any default of this Agreement by the
Employee.
44.
No
failure or delay by the Employer in exercising any power, right or privilege
provided in this Agreement will operate as a waiver, nor will any single or
partial exercise of such rights, powers or privileges preclude any further
exercise of them or the exercise of any other right, power or privilege provided
in this Agreement.
45.
This
Agreement will inure to the benefit of and be binding upon the respective heirs,
executors, administrators, successors and assigns, as the case may be, of the
Employer and the Employee.
46.
This
Agreement may be executed in counterparts. Facsimile signatures are binding
and
are considered to be original signatures.
47.
Time
is of the essence in this Agreement.
48.
If
there is a previous employment agreement between the parties to this Agreement,
the parties agree that this Agreement will replace that previous employment
agreement and the Employee acknowledges that this Agreement was entered into
in
consideration of a compensation increase commencing the start of this Agreement.
The Employee acknowledges that it was agreed at that time that a new employment
agreement would be entered into in consideration of the compensation
increase.
49.
This
Agreement constitutes the entire agreement between the parties and there are
no
further items or provisions, either oral or written. As of the effective date
of
this Agreement, this Agreement supersedes all other agreements between the
parties. The parties to this Agreement stipulate that neither of them has made
any representations with respect to the subject matter of this Agreement except
such representations as are specifically set forth in this Agreement. Each
of
the parties acknowledges that it has relied on its own judgment in entering
into
this Agreement.
IN
WITNESS WHEREOF
Veridicom International Inc. has duly affixed its signature by a duly authorized
officer under seal and Xxxxxx X. Xxxxxxx, Xx. has duly signed under hand and
seal on this 1st day of March, 2007.
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Xxxxxx
X. Xxxxxxx, Xx.
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Xxxxxx
X. Xxxxxxx, Xx.
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per: /s/
Xxxxxx
X. Xxxxxxx, Xx (SEAL)
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Witness:
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/s/
Xxxxxx
X. Xxxxxxx, Xx
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Witness:
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Xxxxxx
X. Xxxxxxx, Xx.
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