EMPLOYMENT AGREEMENT
This Agreement made and entered into this 25th day of January, 2000, by and
between Xxxxxx Computer, Inc., and Xxxxxx Xxxxxxxxxxx. The parties recite that:
A. Employer is engaged in information systems and electronic commerce services
and maintains business premises at 0000 Xxxx Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000.
B. Employee is willing to be employed by employer, and employer is willing to
employ employee, on the terms and conditions hereinafter set forth. For the
reasons set forth above, and in consideration of the mutual covenants and
promises of the parties hereto, employer and employee covenant and agree as
follows:
1. AGREEMENT TO EMPLOY AND BE EMPLOYED
Employer hereby employs employee at the above-mentioned premises, and employee
hereby accepts and agrees to such employment. The initial job title is that of
Vice President.
2. DESCRIPTION OF EMPLOYEE'S DUTIES
Subject to the supervision and pursuant to the orders, advice, and direction of
employer, employee shall perform such duties as are customarily performed by one
holding such position in other businesses or enterprises of the same or similar
nature as that engaged in by employer. Employee shall additionally render such
other and unrelated services and duties as may be assigned to him from time to
time by employer.
3. MANNER OF PERFORMANCE OF EMPLOYEE'S DUTIES
Employee shall at all times faithfully, industriously, and to the best of his
ability, experience, and talent, perform all duties that may be required of and
from him pursuant to the express and implicit terms hereof, to the reasonable
satisfaction of employer. Such duties shall be rendered at the above mentioned
premises and at such other place or places as employer shall in good faith
require or as the interests, needs, business, and opportunities of employer
shall require or make advisable.
4. DURATION OF EMPLOYMENT
The term of employment shall be 2 years, commencing on January 25, 2000, and
terminating January 24, 2002, subject, however, to prior termination as
otherwise provided herein.
5. COMPENSATION; REIMBURSEMENT
Employer shall pay employee and employee agrees to accept from employer, in full
payment for employee's services hereunder, compensation at the rate of sixty
thousand Dollars ($60,000) per annum, payable $5,000 per month, with a salary
review at the six month point and annually thereafter. In addition to the
foregoing, employer will reimburse employee for any and all necessary,
customary, and usual expenses incurred by him while traveling for and on behalf
of the employer pursuant to employer's directions. Salary reviews will not
result in a decreased compensation rate.
6. EMPLOYEE'S LOYALTY TO EMPLOYER'S INTERESTS
Employee shall devote all of his time, attention, knowledge, and skill solely
and exclusively to the business and interests of employer, and employer shall be
entitled to all benefits, emoluments, profits, or other issues arising from or
incident to any and all work, services, and advice of employee. Employee
expressly agrees that during the term hereof he will not be interested, directly
or indirectly, in any form, fashion, or manner, as partner, officer, director,
stockholder, advisor, employee, or in any other form or capacity, in any other
business similar to employer's business or any allied trade, except that nothing
herein contained shall be deemed to prevent or limit the right of employee to
invest any of his surplus funds in the capital stock or other securities of any
corporation whose stock or securities are publicly owned or are regularly traded
on any public exchange, nor shall anything herein contained by deemed to prevent
employee from investing or limit employee's right to invest his surplus funds in
real estate.
7. NONCOMPETITION
The Employee shall not, at any times during the period hereof, and for four
years from the date of termination of this Agreement, directly or indirectly,
within a geographic area of 100 miles, engage in, or become involved in, any
competitive or similar business as that of the within Employer.
8. NONDISCLOSURE OF INFORMATION CONCERNING BUSINESS
Employee will not at any time, in any fashion, form, or manner, either directly
or indirectly divulge, disclose, or communicate to any person, firm, or
corporation in any manner whatsoever any information of any kind, nature, or
description concerning any matters affecting or relating to the business of
employer, including, without limitation, the names of any its customers, the
prices it obtains or has obtained, or at which it sells or has sold its
products, or any other information concerning the business of employer, its
manner of operation, or its plans, processes, or other date of any kind, nature,
or description without regard to whether any or all of the foregoing matters
would be deemed confidential, material, or important. The parties hereby
stipulate that, as between them, the foregoing matters are important, material,
and confidential, and gravely affect the effective and successful conduct of the
business of employer, and its good will, and that any breach of the terms of
this section is a material breach of this agreement.
9. OPTION TO TERMINATE ON PERMANENT DISABILITY OF EMPLOYEE
Not withstanding anything in this agreement to the contrary, employer is hereby
given the option to terminate this agreement in the event that during the term
hereof employee shall become permanently disabled, as the term "permanently
disabled" is hereinafter fixed and defined. Such option shall be exercised by
employer giving notice to employee by registered mail, addressed to him in care
of employer at the above stated address, or at such other address as employee
shall designate in writing, of its intention to terminate this agreement on the
last day of the month during which such notice is mailed. On the giving of such
notice this agreement and the term hereof shall cease and come to an end on the
last day of the month in which the notice is mailed, with the same force and
effect as if such last day of the month were the date originally set forth as
the termination date. For purposes of this agreement, employee shall be deemed
to have become permanently disabled if, during any year of the term hereof,
because of ill health, physical or mental disability, or for other causes beyond
his control, he shall have been continuously unable or unwilling or have failed
to perform his duties hereunder for thirty (30) consecutive days, or if, during
any year of the term hereof, he shall have been unable or unwilling or have
failed to perform his duties for a total period of thirty (30) days, whether
consecutive or not. For the purposes hereof, the term "any year of the term
hereof" is defined to mean any period of 12 calendar months commencing on the
first day of January and terminating on the last day of December of the
following year during the term hereof.
10. EMPLOYEE'S COMMITMENTS BINDING ON EMPLOYER ONLY ON WRITTEN CONSENT
Employee shall not have the right to make any contracts or other commitments for
or on behalf of employer without the written consent of employer.
11. CONTRACT TERMS TO BE EXCLUSIVE
This written agreement contains the sole and entire agreement between the
parties, and supersedes any and all other agreements between them. The parties
acknowledge and agree that neither of them has made any representation with
respect to the subject matter of this agreement or any representations inducing
the execution and delivery hereof except such representations as are
specifically set forth herein, and each party acknowledges that he or it has
relied on his or its own judgment in entering into the agreement. The parties
further acknowledge that any statements or representations that may have
heretofore been made by either of them to the other are void and of no effect
and that neither of them has relied thereon in connection with his or its
dealings with the other.
12. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING
No waiver or modification of this agreement or of any covenant, condition, or
limitation herein contained shall be valid unless in writing and duly executed
by the party to be charged therewith. Furthermore, no evidence of any waiver or
modification shall be offered or received in evidence in any proceeding,
arbitration, or litigation between the parties arising out of or affecting this
agreement, or the rights or obligations of any party hereunder, unless such
waiver or modification is in writing, duly executed as aforesaid. The provisions
of this paragraph may not be waived except as herein set forth.
13. CONTRACT GOVERNED BY LAW
This agreement and performance hereunder shall be construed in accordance with
the laws of the State of Arizona.
14. BINDING EFFECT OF AGREEMENT
This agreement shall be binding on and inure to the benefit of the respective
parties and their respective heirs, legal representatives, successors, and
assigns.
Executed on the date first above written.
/s/ , Employer Date 3/1/00
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/s/ , Employee Date 3/1/00
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