CONTRACT FOR EMPLOYMENT
New Dynamic Media, Inc., a Florida corporation, located at 0000 XX 00xx
Xxxxxx, Xxxxxxx Xxxxx, Xxxxxxx 00000, hereinafter referred to as "Employer", and
Xxxxxxx X. Xxxxxx, hereinafter referred to as "Employee", in consideration of
the mutual promises made herein, agree as follows:
ARTICLE 1. EMPLOYMENT
ACCEPTANCE OF EMPLOYMENT. Employer hereby employs Employee and Employee
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hereby accepts employment with Employer.
TERM OF EMPLOYMENT. The employment period will begin on July 1, 2003 and
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shall continue for a period of one year unless soon terminated by the parties
hereto.
ARTICLE 2. DUTIES OF EMPLOYEE
DUTIES AND PERFORMANCE. Employee is hereby hired to perform services for
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Employer in the capacity of President and Chief Executive Officer. In such
capacity, Employee agrees to devote all of Employee's time and attention to the
performance of Employee's duties pursuant to this Agreement, and shall perform
such duties to the best of Employee's ability. Employee at all times during
the performance of this Agreement shall strictly adhere to and obey all the
rules and regulations now in effect or as subsequently modified or enacted by
Employer, governing the conduct of employees of the Employer.
SATISFACTORY PERFORMANCE OF DUTIES. The employment of Employee shall
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continue only as long as the services rendered by Employee are satisfactory to
Employer, notwithstanding any other provision contained in this Agreement.
Employer shall be the sole judge as to whether the services of Employee are
satisfactory.
OBLIGATIONS TO THIRD PARTIES. Employee warrants and represents that
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Employee has the ability to enter into this Agreement, that entering into and
performing under this Agreement will not violate Employee's agreement with any
third party, and that there exist no restrictions or obligations to any third
parties which will restrict Employee's performance of duties under this
Agreement.
ARTICLE 3. COMPENSATION
BASE COMPENSATION. As compensation for the services rendered by Employee
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under this agreement, Employee shall be paid and annual base salary of $100,000,
less applicable taxes.
VACATION BENEFITS. Employee shall be entitled to paid vacation for 2 weeks
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per year during the term of the Agreement.
OTHER BENEFITS. In addition to any other benefits or compensation set
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forth herein, Employer may in its discretion provide to Employee any additional
benefits and incentive as my from time to time be available.
ARTICLE 4. EMPLOYER'S RECORDS AND/OR TRADE SECRETS
OWNERSHIP OF EMPLOYER'S RECORDS. (a) All records of the accounts of
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Employer, of any nature, whether existing at the time of Employee's employment,
procured through the efforts of Employee, or obtained by Employee from any other
source, and whether prepared by Employee or otherwise, shall be the exclusive
property of Employer regardless of who actually purchased the original book,
record or magnetic storage unit on which such information is recorded.
(b) All such records and/or Trade Secrets shall be immediately returned to
Employer by Employee on any termination of employment, whether or not any
dispute exists between Employer and Employee at, regarding, and/or following the
termination of employment.
RESTRICTION ON USE OF TRADE SECRETS AND RECORDS. (a) During the term of
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this Agreement, Employee shall have access to and become acquainted with various
trade secrets, consisting of formulas, programs, patterns, devices, inventions,
processes, compilations of data and information, sources of data and
information, records and specifications, all of which are owned by Employer and
regularly used in the operation of Employer's business.
(b) All files, records, documents, drawings, specifications, programs,
equipment and similar items relating to the business of Employer, whether they
are prepared by Employer or by Employee, or come into Employee's possession in
any other way and whether or not they contain or constitute trade secrets owned
by Employer, are and shall remain the exclusive property of Employer and shall
not be removed from the premises of Employer under any circumstances whatsoever
without the prior written consent of Employer.
(c) Employee promises and agrees that Employee shall not misuse,
misappropriate, give, sell, furnish, nor disclose, whether for consideration or
for no consideration, and whether or not during or following Employee's
employment with Employer, or at any other time thereafter, any trade secrets
described herein, directly and indirectly, or use them in any way or manner, for
Employee's own benefit or the benefit of others, except as required in the
course and scope of Employee's employment with the Employer. Employee agrees
and promises not to make known to other person, firm, or corporation the names,
addresses or any other information of any Employer's customers or vendors, or
call on, solicit, or take away any of the customers of Employer on whom Employee
called on or with whom Employee became acquainted with during his or her
employment herein.
(d) Employee agrees that the use or dissemination of any trade secrets as
described above, whether by Employee or by other person or entity, constitutes
unfair trade practices. Employee agrees to not employ unfair trade practices
whether during the term of this Agreement or at any time thereafter.
ARTICLE 5. GENERAL PROVISIONS
NOTICES. Any notices to be given by either party to the other may be
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effected either by personal delivery in writing or by mail, registered and
certified, postage prepaid with return receipt requested. Mailed notices shall
be addressed to the parties at their last known addresses as appearing on the
books of Employer.
ENTIRE AGREEMENT. This Agreement supersedes any and all other agreements,
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either oral or written, between the parties with respect to the employment of
Employee by Employer for the purposes set forth in Article 2, and contains all
of the covenants and agreements between the parties with respect to such
employment whatsoever. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have
been made by any party, or anyone acting on behalf of any party, which are not
embodied herein, and that no other agreement, statement, or promise not
contained in this Agreement shall be valid or binding. Any modification of this
Agreement will be effective only if it is in writing signed by the party to be
charged.
PARTIAL INVALIDITY. If any provision in this Agreement is held by a court
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of competent jurisdiction to be invalid, void, or unenforceable, the remaining
provisions shall nevertheless continue in full force and effect without being
impaired or invalidated in any manner.
LAW GOVERNING AGREEMENT. This Agreement shall be governed by and construed
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in accordance with the laws of the State of Florida.
ATTORNEY'S FEES AND COSTS. If any legal action is necessary or brought in
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any court or arbitration proceeding, to enforce or interpret the terms of this
agreement, the prevailing party shall be entitled to reasonable attorney's fees,
costs, and necessary expenses, in addition to any other relief to which such
party may be entitled. This provision shall be construed as applicable to the
entire contract.
This Agreement is entered into this _____ day of _____________, 2003.
NEW DYNAMIC MEDIA, INC.
______________________________
Name:
Title:
EMPLOYEE
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
