Exhibit 10.13
EMPLOYMENT AGREEMENT
THIS AGREEMENT made this 6th day of March, 2002
BETWEEN
Blade Internet Ventures Inc. (Xxxxx.xxx)
& Sporg Internet Corporation
Suite 2770 - 000 Xxxx Xxxxxxxx Xxxxxx,
Xxxxxxxxx, X.X.,
XXXXXX X0X 0X0
(hereinafter referred to as the "COMPANY")
OF THE FIRST PART
AND
Name: Xxx Xxxx Xxxxx
Address: 2004 - 0000X Xxxxx Xxxxxx
Xxxxxxxxx, X.X.
Xxxxxx
Telephone: 000.000.0000
SIN #: ________________
(hereinafter referred to as the "EMPLOYEE")
OF THE SECOND PART
WHEREAS the Company desires to employ the Employee and the Employee desires to
be employed by the Company as Product Manager.
AND WHEREAS the parties hereto are desirous of entering into a formal employment
contract pursuant to the terms as hereinafter contained in the herein Agreement.
Employee__________________________ Company___________________________
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and
in consideration of the covenants and agreements hereinafter contained, the
parties hereto mutually covenant and agree as follows:
ARTICLE 1 - JOB DEFINITION
The Employee shall serve the Company as Product Manager, or in such other
substantially equivalent capacity as may be assigned, or such other location as
may hereafter be designated by the parties, and carry out all duties of Product
Manager, or such other capacity as may be assigned, and to perform such duties
and exercise such other powers as may from time to time be determined by the
management of the Company ("the Job").
ARTICLE 2 - COMMENCEMENT-DATE & PROBATIONARY-PERIOD
The employment of the Employee hereunder shall commence on the 6th day of March,
2002 and continue until terminated as hereunder provided; PROVIDED HOWEVER, and
notwithstanding the generality of the foregoing, the first three ( 3 ) months
shall be considered a probationary period (the "Probationary Period") to enable
the Employer to asses the suitability of the Employee.
ARTICLE 3 - REMUNERATION & BENEFITS (ALL AMOUNTS IN CANADIAN FUNDS)
The Employee's remuneration and benefits shall be as follows, namely:
Salary
o $5,000.00 per month, increasing to $5,500.00 per month after
successful completion of the three month probationary period.
At such point as 2,000,000 registrations are achieved
beginning from March 6, 2002, salary will be increased to
$5,775 per month.
Performance bonuses for registrations achieved in the United States Market:
o At completion of 100,000 registrations from March 6, 2002:
$2,500 bonus (100,000 x $0.025)
o At completion of 600,000 registrations from March 6, 2002:
$5,000 bonus (500,000 x $0.01)
o At completion of 1,600,000 registrations from March 6, 2002:
$10,000 bonus (1,000,000 x $0.01)
Employee__________________________ Company___________________________
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o All additional registrations from over 1,600,000 registrations
to a maximum of 3,000,000 registrations will be subject to a
quarterly bonus at $0.01 per registration.
Sales office performance bonuses (X.X.Xxxxxx):
o For each sales office that has been set up by the employee and
has achieved satisfactory operational status for 3 months, a
bonus of $50.00 will be given.
Sales Process/Tools bonus:
A potential bonus of $4,000 is available for the creation and completion of the
following tools to the satisfaction of Sporg Management:
o Sales tools created and organized
o Other collateral material
o Sales system refined
o Support process created and designed for sales reps
o Training content and material refined
o Long term structure of sales team developed and implemented
Upon the first anniversary of employment or upon reassignment to another
position, the salary and all bonuses listed above may be subject to
re-negotiation.
The Company's management may decide, from time to time, at its sole discretion,
to grant the Employee bonuses and/or salary increases, or other kinds of
compensation, accordingly.
3.1 Vacation - 4%.
ARTICLE 4 - DEVOTION & CAPACITY
The Employee shall devote time and personal attention as shall be required to
discharge the aforesaid duties and such duties as may reasonably be assigned to
him/her by the management of the Company in his/her capacity as Product Manager,
or in such other capacity as may be assigned, and will faithfully and diligently
serve and endeavour to further the interest of the Company, and agrees to accept
the appointment as herein provided.
Employee__________________________ Company___________________________
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ARTICLE 5 - FAITHFULNESS
The Employee shall well and faithfully serve the Company during the continuance
of his/her employment hereunder and use best efforts to promote the interests of
the Company.
ARTICLE 6 - CODE OF ETHICS
The Employee obligates to act according to, and comply with, the enclosed "CODE
OF ETHICS".
ARTICLE 7 - COMPANY POLICIES
The Employee will be expected to abide by Company rules and policies. A copy of
the Employee Handbook is included and the Employee is expected to read the
handbook and acknowledge understanding in writing.
ARTICLE 8 - INTELLECTUAL-PROPERTY & PROPERTY-RIGHTS
Any and all discoveries, opportunities, inventions or improvements relating to
the Employee's job, that the Employee may discover, conceive or make during his
Employment with the Company, shall be the property of the Company. At the
Company's request, the Employee shall execute any and all documents that the
Company may deem necessary to assign to the Company, the right, title and
interest in improvements, and to make and preserve Patent applications for the
same.
ARTICLE 9 - NON DISCLOSURE & CONFIDENTIALITY
8.1 The Employee acknowledges that in the course of carrying out,
performing and fulfilling his/her duties hereunder, he/she will have
access to and will be entrusted with detailed confidential information
and trade secrets including - without limitation - all documents, data,
computer programs, client records, proposals, accounting information,
marketing or competitive analysis, business ideas, methods of
operation, source of supply, organizational details, personnel
information, business and trade secrets, formulas, patterns, patents,
devices, plans, processes, customer lists, customer-related information
(techniques and modes of operations evolved and used or to be evolved
and used by the Company's customers, their names, addresses, tastes and
preferences) or other information related to the Company's business
(the "Confidential Information").
Employee__________________________ Company___________________________
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8.2 The employee confirms that the Confidential Information is the property
of the Company or its Customers. Accordingly, the Employee shall not
make copies of the Information, except in the performance of the Job
and shall return any copies that are made to the Company by the
termination of his/her employment, or earlier if requested by the
Company.
8.3 The Employee shall keep confidential, Confidential Information which
he/she receives, either directly or indirectly, either in writing or
verbally, during his/her employment period, and shall not disclose it
to third parties without the prior written consent of the Company. This
obligation of confidence does not apply to information which is in the
public domain, becomes part of the public domain, or is in the
Employee's lawful possession at the time of receipt thereof as
aforesaid.
8.4 The disclosure of any of which detailed Confidential Information and
trade secrets to the competitors of the Company or to the general
public would be highly detrimental to the best interests of the
Company.
8.5 The Employee further acknowledges and agrees that the right to maintain
confidential such detailed Confidential Information and trade secrets
constitutes a proprietary right which the Company is entitled to
protect.
8.6 Accordingly, the Employee covenants and agrees with the Company that
he/she will not (either during the continuance of his/her employment by
the Company or at any time thereafter) disclose any such Confidential
Information and trade secrets to any person nor shall he/she use the
same for any purpose other than those of the Company.
8.7 The Employee agrees that all restrictions in the paragraph are
reasonable and valid and all defense to the strict enforcement thereof
by the Company are hereby waived by the Employee.
Employee__________________________ Company___________________________
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8.8 The Employee agrees that if the Employee violates any of the terms of
this Agreement, the Company shall be entitled, either on its own
initiative or with such other parties as it may decide, to all
appropriate remedies including, without limitation, an interim,
interlocutory or permanent injunction to be issued by any competent
court enjoining and restraining the Employee from such wrongful acts.
8.9 The Article, Article 8 shall survive the expiration or termination of
this Employment Agreement.
ARTICLE 10 - COMPETITION
9.1 The Employee hereby covenants and agrees that, for a period of ONE (1)
YEAR after the termination of his/her employment at the Company
(whether the termination was by his/her initiation or by the Company's
initiation), he/she will not work, or offer consulting services,
directly or indirectly, for a entity that deals with one of the
following subjects:
9.1.1 On-Line registration
9.1.2 Event management
9.2 The Employee hereby covenants and agrees that he/she will not, during
his/her employment by the Company, directly or indirectly, by way of
investment or otherwise, participate in any corporation or firm which
carries on business in competition with the business or any portion of
a business now or hereafter carried on by the Company. Nor will the
Employee engage in any other activities that conflict with the
Employee's obligations to the Company.
9.3 The employee declares that the Employee's relationship to the Company
is that of a fiduciary and the Employee agrees to act toward the
Company and otherwise behave as a fiduciary of the Company.
ARTICLE 11 - TERMINATION
10.1 The employment of the Employee hereunder may be terminated in the
following manner in the following circumstances.
Employee__________________________ Company___________________________
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10.1.1 At any time by notice in writing from the Company to the
Employee for just cause.
10.1.2 The Employee understands and agrees that the Employee's
employment hereunder may be terminated ANY TIME, WITHOUT
CAUSE, BY EITHER of the parties hereto giving to the other
written notice of termination (except in Probationary Period,
which is verbal notice) as follows:
During the Probationary Period, 1 day (verbal) notice; After 3
months' consecutive employment,1 week notice; After 1 year, 2
weeks' notice; After 3 years, 3 weeks' notice, plus 1 week's
notice for each additional year of employment to a maximum of
8 years (8 weeks notice).
10.2 PROVIDED HOWEVER that the Company shall have the option of paying to
the Employee in lieu of notice as aforesaid any salary, bonus or
benefit due to him/her to date of termination together with a sum
equivalent to salary otherwise payable for the period of notice, and in
that event the Employee's employment hereunder shall be deemed to have
been terminated forthwith.
10.3 Any assets of the Company (the "Assets"), including - without
limitation - hardware, software, keys, security cards, backup tapes -
that were provided to the Employee either for the purpose of performing
the Job or for other reasons - belongs to the Company and the Employee
will return them to the Company, in the same condition as he/she got
them from the Company. These Assets will be returned to the Company at
the expiration or termination of this Agreement, or, at any other time
when the Employee will be asked to return it.
10.4 The Employee understands that the email address and email account given
by the Company is to be used for work related correspondences. Once not
employed by the Company, Employee's email box at the Company and all
the emails directed to that email will be property of the Company. The
Company is not obligated to forward any of the emails to the Employee.
Employee__________________________ Company___________________________
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10.5 Articles 7, 8 and 9 will be effective Retroactively starting form the
first day of any engagement or acquaintance between the Company and the
Employee.
ARTICLE 12 - CONTINUATION & LACK-OF-CLAIMS
Upon any valid notice being given pursuant to CLAUSE 10.1.1 above, or upon
expiration of the applicable period referred to in CLAUSE 10.1.2, as the case
may be, this Agreement and the employment of the Employee hereunder shall be
wholly determined except ARTICLE 8 AND ARTICLE 9 SHALL CONTINUE IN FULL FORCE
AND EFFECT. Upon any such termination, the Employee shall have no claim against
the Company for damages or otherwise except in respect to payment remuneration
as provided in CLAUSE 3.1 and 3.2 to the effective date of termination.
ARTICLE 13 - NOTICES
Any notice in writing required or permitted to be given to the Employee
hereunder shall be sufficiently given if delivered to the Employee personally or
mailed by registered mail, postage prepaid, addresses to the Employee at his/her
last residential address known to the Secretary of the Company.
Any such notice mailed as aforesaid shall be deemed to have been received by the
Employee on the first business day following the date of mailing. Any notice in
writing required or permitted to be given to the Company hereunder shall be
given by registered mail, postage prepaid, addressed to the Company's address.
Any such notice mailed as aforesaid shall be deemed to have been received by the
Company on the first business day following the date of mailing. Any such
address for the giving of notices hereunder may be changed by notice in writing
given hereunder.
Employee__________________________ Company___________________________
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ARTICLE 14 - REPRESENTATION
The provisions of this Agreement shall inure to the benefit of and be binding
upon the legal personal representatives of the Employee and the successors and
assigns of the Company respectively.
IN WITNESS WHEREOF this Agreement has been executed as of the day and year first
above written.
SIGNED, SEALED AND DELIVERED
The Company The Employee
Name ______________________ Name ______________________
Title _____________________
Signature _________________ Signature ___________________
Employee__________________________ Company___________________________
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CODE OF ETHICS
A company's strength is dependant upon its values and the employees' commitment
to them. Sporg's Code of Ethics is based upon one of our key values - Integrity.
It is essential to the continued success of the Company that all transactions
are conducted with integrity, that is, in an ethical and honest matter. The way
in which we, both as a company and as individuals, interact with our clients,
vendors, government agencies and each other has a major effect upon image and
reputation.
It is essential that we do not impair our ability to behave honestly and
impartially by placing ourselves under an obligation to others, by accepting
favours or gifts, or by placing ourselves in a conflict of interest situation by
accepting outside appointments or part-time employment.
We must ensure that we conduct our business in a legal and ethical manner,
complying with all relevant legislation, maintaining proper books and records
and handling all funds and assets honestly.
Care should be taken in dealing with confidential and proprietary information,
both ours and our customer's. It should not be disclosed to outside parties, nor
should it be used to derive personal benefit.
It is our policy to deal honestly and fairly with employees, customers,
suppliers and all other agencies and it is expected that all employees will
demonstrate their active support in this matter.
If there is any doubt or difficulty in determining if a course of action or
situation is in conflict with the interests of the Company, employees are
requested to contact their manager, who is responsible for ensuring appropriate
and timely clarification.
Only through our combined and ethical action will the Company's reputation be
maintained and our success continued.
Employee__________________________ Company___________________________
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