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EXHIBIT 2.5
BETWEEN
SENTO AUSTRALIA PTY LIMITED
of the one part
AND
▇▇▇▇ ▇▇▇▇▇▇ MAIN
of the other part
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EMPLOYMENT AGREEMENT
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
and Associates
LAWYERS
▇▇▇▇▇ ▇▇, ▇ ▇'▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
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Telephone: ▇▇ ▇▇▇▇ ▇▇▇▇ Facsimile: 02 9221 8364 DX: ▇▇▇▇ ▇▇▇▇▇▇
Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇.▇▇ Ref: 985122
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THIS AGREEMENT dated September 30, 1998
BETWEEN: SENTO AUSTRALIA PTY LIMITED (A.C.N. 074 678 774) of ▇▇▇▇▇ ▇, ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ in the State of New South Wales
(hereinafter called the "Company") of the one part
AND: ▇▇▇▇ ▇▇▇▇▇▇ MAIN of ▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ in the State of
Western Australia (hereinafter called the "Employee").
WHEREAS:
A. The Company conducts the business of developing, licensing and
distributing software products.
B. The Company is the wholly owned subsidiary of Sento Corporation.
C. The Company and Sento Corporation have recently acquired the
copyright in certain software products and rights to distribute
other software from Functional Software Pty Limited ("FS").
D. The Employee provided certain services to FS in connection with
FS's business.
E. As a result of the acquisition of the business of FS by the
Company and Sento Corporation, the Company has requested the
Employee and the Employee has agreed to provide services to the
Company.
F. The Employee is to provide the services as an employee on the
following terms and conditions.
NOW THIS AGREEMENT WITNESSES:
1. SERVICES TO BE PROVIDED BY THE EMPLOYEE
1.1 The Employee shall:-
(a) Act as Director of the Professional Services Division and shall
be responsible for the provision of consultancy services by the
Company to its customers;
(b) undertake such other duties as shall be given to the Employee by
the Company from time to time.
1.2 The Employee agrees he will well and faithfully serve the Company and
use his best endeavours to promote the Company's interests and welfare.
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1.3 The Employee shall devote his time and attention to the business of the
Company on a full time basis to the exclusion of any other work and will
at all times act in the Company's best interests.
1.4 The Employee acknowledges that the principal location for performing his
services will be Sydney, Australia.
1.5 The Employee shall:-
(a) Refrain from acting, or being seen to act, in conflict with the
Company's best interests.
(b) Use his best efforts to protect and promote the Company's
reputation.
(c) Ensure at all times that the Company's records are kept at the
Company's principal place of business or removed only to the
extent and for the time necessary for the Employee to comply with
this Agreement.
1.6 The Employee must not do anything that:-
(a) Results in the Employee competing with the Company.
(b) Otherwise adversely affects the Company.
(c) Hinders the Employee's performance of his duties owed to the
Company.
2. TERM OF THIS AGREEMENT
2.1 Subject to clauses 2.3 and 2.4 this Agreement shall commence on the date
of this agreement and terminate after the expiration of 2 years.
2.2 If prior to 3 months before the expiration of 2 years from the date of
this agreement no written notice has been given by the Company to the
Employee or by the Employee to the Company the term of this Agreement
shall be extended by another 12 months and thereafter for successive 12
month periods unless at least 3 months before each 12 month period
either party has given written notice to the other that it wishes the
engagement under this agreement to terminate at the end of that 12 month
period.
2.3 This Agreement shall be determined:-
(a) On the death of the Employee.
(b) Upon the Company giving three months notice in writing
determining this agreement in the event the Employee becomes
incapacitated by illness or injury of any kind which effectively
prevents him from performing his obligations under this Agreement
for three consecutive months.
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2.4 Despite any other term of this Agreement, the Company may at any time
after the commencement of this Agreement give to the Employee not less
than 6 months written notice that it wishes the engagement to terminate
and the Employee acknowledges that 6 months' shall be reasonable in the
circumstances.
3. SALARY AND OTHER REMUNERATION
3.1 In consideration of the services provided by the Employee to the
Company, the Company agrees to pay the Employee a total salary package
of $100,000.00 per annum and in addition the Company shall pay the
minimum superannuation contribution it is required to make on behalf of
the Employee by Law.
3.2 The fee shall be paid fortnightly, one week in advance and one week in
arrears.
3.3 The salary shall be reviewed on the expiration of 2 years from the date
of this Agreement.
3.4 On provision of all documentary evidence reasonably required by the
Company, the Company will reimburse the Employee for all reasonable
travel, accommodation and general expenses incurred by the Employee in
performance of his duties under this Agreement.
4. BONUS
4.1 Subject to the terms of this clause, the Employee will be eligible to be
paid a bonus which in any year shall not exceed $50,000.00.
4.2 Once every quarter, the performance of the Employee shall be reviewed to
determine whether the bonus is to be paid. The decision to pay the bonus
shall be determined by the following criteria:-
[▇▇▇ IS TO PROVIDE ME WITH DETAILS AS TO THE TARGETS FOR MAIN]
4.3 In the event a bonus is payable the Company may in its discretion pay up
to 40% of the bonus by transfer to the Employee of unregistered stock in
Sento Corporation, a Utah Corporation and for the purposes of
determining the value of the Stock payable to the Employee pursuant to
this clause, the value shall be the closing selling price of the Stock
in the United States on the NASDAQ exchange on the day being the date on
which the Company determines the bonus shall be payable (or if no sales
are made on that day - the next day on which a sale is made) less 10%.
The conversion rate to be applied from US dollars to Australian dollars
shall be the average of the purchase price and the selling price of US
dollars as quoted by National Australia Bank Limited on the date the
Company determines the bonus shall be paid.
4.4 The bonus shall be paid seven days from the date of determination by the
Company.
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5. HOLIDAYS AND SICK LEAVE
5. The Employee shall be entitled to ten paid days sick leave in each year.
Sick leave entitlements shall not accrue from year to year.
5.2 The Employee shall be entitled to twenty paid working days holiday in
each year, without loading. Holidays shall accrue from year to year.
6. CONFIDENTIAL INFORMATION AND CONFIDENTIALITY
6.1 In this clause 6:-
"Confidential Documents" means documents, disks, memory, notebooks,
tapes or any other medium, whether or not eye-readable, on which
Confidential Information may from time to time be referred to, written,
held or recorded.
"Confidential Information" means all information which may be imparted
in confidence or be of a confidential nature relating to the business or
prospective business, plans or internal affairs of the Company of any
Group Company and in particular all know-how, marketing information,
trade secrets, unpublished information relating to the Company's or any
Group Company's intellectual property and any other commercial,
financial or technical information relating to the business of the
Company or any Group Company or to any customer or supplier, officer or
employee of the Company or Group Company or to any member or person
interested in the share capital of the Company or any Group Company.
"Group Company" means Sento Corporation or any corporation related to
the Company.
6.2 The Employee shall not during the continuance of this Agreement, other
than in the proper course of his duties and for the benefit of the
Company, nor at any time thereafter:-
(a) Use, disclose or communicate to any person any Confidential
Information which they shall have come to know or have received
or obtained at any time (whether before on or after the date of
this Agreement) by reason of or in connection with the Employee's
services with the Company; or
(b) copy or reproduce in any form or by or on any media or divide or
allow others access to or to copy or reproduce Confidential
Documents.
6.3 The Employee acknowledges that all Confidential Documents at any time in
his control or possession are and shall at all times remain the absolute
property of the Company or a Group Company and the Employee undertakes,
both during and after the term of this Agreement:-
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(a) To exercise due care and diligence to avoid and use all
reasonable endeavours to prevent any unauthorised publication,
disclosure, copying, reproduction or use of the Confidential
Information and the Confidential Documents;
(b) at the direction of the Company, to deliver up copies of all
documents (whether or not lawfully made or obtained) and to
delete Confidential Information from any document comprising a
re-usable medium; and
(c) to do such things and sign such documents at the expense of the
Company as shall be necessary to give effect to this clause
and/or to provide evidence that it has been complied with.
6.4 The restrictions in clause 6.2:-
(a) Will not restrict the Employee from disclosing (but only to a
proper recipient) any Confidential Information which he is
required to disclose by law or any order of the Court or any
relevant regulatory body, provided that the Employee shall have
given prior written notice to the Company of the requirement and
of the information to be disclosed and allowed the Company an
opportunity to comment on the requirement before making the
disclosure; and
(b) will not apply to Confidential Information which is or which
comes into the public domain otherwise than as a result of an
unauthorised disclosure by the Employee or any other person who
owes the Company an obligation of confidentiality in relation to
the information disclosed.
6.5 The Employee agrees that the restrictions set out in this clause 6 are
without prejudice to any other duties of confidentiality owed to the
Company and the Group Company whether express or implied and are to
survive the termination or expiry of this Agreement (howsoever arising).
7. WAIVER
No waiver by either party of any performance of the other party required
by this Agreement or any default under the terms of this Agreement shall
constitute or imply, whether by passage of time or otherwise, any
further waiver of a future performance or default.
8. PROPER LAW
This Agreement shall be governed by and construed in accordance with the
laws of the State of New South Wales.
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9. NOTICES
All notices, requests and other communications to be given by either
party to the other pursuant to the provisions of this Agreement shall be
in writing and shall be deemed to have been duly given if sent by
pre-paid letter, by telex or by facsimile to the address, telex or
facsimile number herein or notified in writing by either party to the
other from time to time. Pre-paid mail shall be deemed to have been
received two (2) working days after posting. Telex and facsimile
messages shall be deemed to have been received on the receipt by the
sender of the confirmation received code if between the hours of 9.00 am
and 6.00 pm Mondays to Fridays excluding Public and Bank Holidays but if
the confirmation code is received by the sender outside such times, such
facsimile or telex shall be deemed to have been received at 9.00 am on
the next working day.
10. SEVERABILITY
In the event that any of the provisions of this Agreement shall be held
by a Court or other tribunal of competent jurisdiction to be invalid or
unenforceable, the remaining portions of this Agreement shall remain in
full force and effect and shall be construed so as to best effectuate
the intentions of the parties in executing it.
11. ENTIRE AGREEMENT
11.1 This Agreement constitutes the entire agreement between the parties
concerning the subject-matter hereof, and supersedes all prior
agreements, both oral and written, representations, statements,
negotiations and undertakings;
11.2 this agreement may not be varied unless such variation is reduced to
writing, dated and executed by both parties hereto.
12. INTERPRETATION
In the interpretation of this Agreement, the Recitals, and the Schedules
unless there is something in the subject matter or context inconsistent
therewith:-
(a) words importing the singular include the plural and vice versa and
words importing any gender shall include the others;
(b) words importing persons shall be deemed to include all bodies and
associations, corporate or unincorporated and governmental and
statutory authorities;
(c) expressions referring to writing shall, unless the contrary
intention appears be construed as including references to
printing, lithography, photography and other modes of representing
or reproducing words in a visible form;
(d) a reference to a statute or statutory provision shall be deemed to
include any statute or statutory provision which amends, extends,
consolidates or replaces
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the same or which has been amended, extended, consolidated or
replaced by the same and any orders, regulations, instruments or
other subordinate legislation made thereunder;
(e) all titles and paragraph headings contained in this Agreement are
for reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement;
(f) all references to clauses, recitals and schedules are to clauses
of and recitals and schedules to this Agreement;
(g) all references to dollars and expressions preceded by the symbol
"$" shall be to Australian currency and all references to cost,
value and price shall be to cost, value and price expressed in
Australian currency;
(h) "month" means calendar month and "year" has a corresponding
meaning;
(i) "company" and "Company" include that company's subsidiaries.
(j) "$" of "dollars" means Australian currency.
EXECUTED AS AN AGREEMENT
THE COMMON SEAL of
SENTO AUSTRALIA PTY
LIMITED was hereunto
affixed in accordance with its Articles
of Association in the presence of: -----------------------------
Director
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Director/Secretary
SIGNED, SEALED AND DELIVERED
by the said ▇▇▇▇ ▇▇▇▇▇▇ MAIN
in the presence of: -----------------------------
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Witness
