EMPLOYMENT AGREEMENT
This Agreement is made and entered into effective the 3rd day of July,
1997 by and between Navidec, Inc., a Colorado corporation ("Employer"), and
Xxxxxxx Xxxxxxxx ("Employee").
1. Employment. Employer hereby employs Employee and Employee hereby
accepts such employment, subject to the terms and conditions of this
Agreement. Employee shall serve in the capacity of Sales Manager of Kiosk
Products of Employer and shall perform such functions as the President and/or
the Board of Directors of Employer shall reasonably determine from time to
time, provided however that Employee's duties shall be consistent with the
foregoing capacity and with the training, talent and ability of Employee.
2. Full-Time Best Efforts. Employee shall devote his full time and
attention to the performance of his Employment hereunder and shall at all
times perform all of his obligations hereunder to the best of his ability,
experience and talent.
3. Term and Termination. The term of this Agreement shall commence on
July 3, 1997 (the "Effective Date") and shall continue uninterrupted through
July 3, 1998, unless sooner terminated or extended by mutual agreement.
Employee's employment hereunder may be terminated for any reason by either
Employer or Employee, including but not limited to:
(a) death of Employee;
(b) Employee's inability, by reason of sickness or other disability, to
perform his obligations hereunder for more than ninety consecutive days; or
(c) Employee's failure to act in accordance with this Agreement or any
other breach of this Agreement by Employee; Employee's willful misconduct or
persistent negligence or incompetence in the discharge of his duties
hereunder; or Employee's commission of any act substantially detrimental to
Employer or any material act of moral turpitude.
4. Salary and Bonus. In consideration for his services, Employer shall
pay Employee a salary at the rate of $50,000 minimum base salary per annum
plus commissions per schedule attached hereto as Exhibit A. Such salary shall
be reviewed and possibly increased annually in the good faith sole discretion
of the Board of Directors based upon Employer's and Employee's performance
during the prior year. Employee's salary hereunder shall be payable in
bi-monthly installments or on such other payment schedule as is used to pay
manager level employees. In addition to the foregoing salary, Employee shall
be eligible for a bonus determined by the Board of Directors of Employer in
its good faith sole discretion after 1997 based upon Employee's performance
and the performance of Employer during 1997. Thereafter, Employee shall be
entitled to a bonus periodically in the good faith sole discretion of the
Board of Directors based upon Employee's performance and the performance of
Employer during the applicable period.
5. Employee Benefits. Employee shall be entitled to such employee
benefits as are from time to time made available generally by Employer to its
manager employees, including, without limitation, paid vacation and sick leave
and health, life and disability insurance. Employee shall commence his
employment entitled to 3 weeds of accrued paid vacation.
6. Confidentiality and Proprietary Information. Employee and Employer
shall as a condition to this Agreement execute the Confidentiality and
Proprietary Information Agreement attached hereto as Exhibit B. Such
Confidentiality and Proprietary Information Agreement shall not restrict
Employee's serving on the Board of Directors of another corporation provided
that the explicit restrictions of such Agreement are not breached as a result
thereof.
7. Miscellaneous.
(a) Entire Agreement. This Agreement contains the complete agreement
between the parties with respect to the subject matter hereof and supersedes
any prior agreements or understandings, written or oral. No waiver under this
Agreement shall be valid unless it is in writing and duly executed by the
party to be charged therewith. This Agreement may be amended at any time,
provided that such amendment is in writing and is signed by each of the
parties hereto.
(b) Binding Effect. This Agreement may not be assigned by Employee.
Subject to that limitation, this Agreement shall be binding upon and shall
inure to the benefit of Employee, his heirs and personal representatives, and
shall be binding upon and shall inure to the benefit of Employer, its
successors and assigns.
(c) Governing Law. This Agreement shall be governed by and interpreted
in accordance with the internal laws of the State of Colorado.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
EMPLOYEE: EMPLOYER:
NAVIDEC, INC.
__/s/ Xxxxxxx Franklin__________ By:_/s/ Xxxxx Armijo___________
Xxxxxxx Xxxxxxxx Title:__President_______________
EXHIBIT B
CONFIDENTIALITY AND PROPRIETARY
INFORMATION AGREEMENT
As part consideration for my employment by Navidec, Inc. (the
"Company"), or the continuation of my employment or engagement by the Company,
and the compensation received by me from the Company from time to time, I
covenant and agree as follows:
1. Definitions
(a) As used herein, "Company Materials" shall mean all equipment,
documents or other media or tangible items that contain or embody Confidential
Information or any other information concerning the business, products,
procedures, operations or plans of the Company, whether such items have been
prepared by me or by others. "Company Materials" include, but are not limited
to, blueprints, drawings, charts, graphs, notebooks, customer lists, computer
disks, tapes or printouts, sound recordings and other printed, typewritten or
handwritten documents, as well as samples, prototypes, models, products and
the like.
(b) As used herein, "Confidential Information" shall mean inventions,
ideas, techniques, processes, procedures, designs and methods for computer
systems and other products sold, distributed or manufactured by the Company
and similar technical information, including without limitation information
about circuits, mask works, layouts, algorithms and computer programs, whether
or not patentable, utilized or capable of being utilized by the Company in the
course of its business as now or hereafter conducted, and all other matters
and information, developed by the Company or any of its employees, such as
internal business procedures, customer lists, supply information, price lists,
market studies and other information constituting or contributing to the
operating capability of the Company and its customers; provided, however, that
such confidential matter is limited to such matters as the Company does not
make available to the public without restriction or consideration. All of
such confidential matter constitutes trade secrets and has substantial value
to the Company.
(c) As used herein, "Inventions" shall mean all improvements,
inventions, works of authorship, trade secrets, technology, mask works,
circuits, layouts, algorithms, computer programs, formulas, compositions,
ideas, designs, processes, techniques, know-how and data.
(d) As used herein, "Rights" shall mean all patent rights, copyrights,
mask work rights, trade secret rights and other intellectual property rights
utilized or capable of being utilized by the Company in the course of its
business as now or hereafter conducted.
2. Rights of Third Parties.
(a) I represent and warrant that my performance of all the
terms of this Agreement will not breach any agreement to keep in confidence
proprietary information acquired by me in confidence or in trust prior to my
employment by the Company. I have not entered into, and I agree I will not
enter into, any agreement either written or oral in conflict herewith or in
conflict with my employment or engagement with the Company.
(b) I represent and warrant that I have not and shall at not
at any time in any manner disclose or otherwise make available to the Company
any invention, formula, secret, process, technique, technology or trade
secrets or other confidential matter which are the property of any other
person, firm, corporation or other organization. I shall indemnify the
Company and hold it harmless against any actual or contingent liability,
expense or cost incurred by it as a result of the breach of the foregoing
representations and warranties.
3. Confidentiality. I acknowledge that all Confidential Information,
including confidential matter developed by me during the term of my employment
or engagement by the Company, is the sole and exclusive property of the
Company. I agree that I will not, during the term of my employment or
engagement as a consultant to the Company or at any time thereafter, disclose
such Confidential Information to any third party or use such Confidential
Information in any way to compete with, or in any way adverse to, the Company,
except with the prior written consent of the Company. I further agree that
during my employment or engagement by the Company, I will not remove any
Company Materials from the business premises of the Company or deliver any
Company Materials to any person or entity outside the Company, except as
necessary for the normal performance of my duties. Upon termination of my
employment or engagement by the Company, I agree promptly to deliver to the
company all tangible materials in my possession or subject to my control
constituting or evidencing Confidential Information and other property of the
Company, including without limitation Company Materials.
4. Trade Secrets, Copyrightable Works and Inventions.
(a) I will disclose in writing to the Company immediately upon
conception thereof all Inventions, as defined herein, whether or not
copyrightable or patentable, made or conceived or reduced to practice or
developed by me, either alone or jointly with others, during the term of my
employment or engagement as a consultant by the Company. I will also disclose
in writing to the Company all things that would be Inventions if made during
the term of my employment or engagement by the Company, conceived, reduced to
practice, or developed by me within six months after the termination of my
employment or engagement by the Company.
(b) I shall assign and turn over to the Company, its successors,
nominees and assigns, without any additional compensation whatsoever, any and
all Inventions which are made or conceived or reduced to practice or developed
by me, either alone or jointly with others, during the term of my employment
by the Company, relating or in any way applicable to any business or field of
interest of the Company or arising out of any task assigned to me by the
Company and shall, at the Company's request and expense, execute, acknowledge
and deliver all applications for Copyright and Letters Patent covering such
Inventions, in this and all foreign countries, and all assignments, contracts
and other documents which may be necessary or requested to vest fully and
completely in the Company, its successors, nominees and assigns, the sole
ownership of such Inventions and of all copyrights and patents covering the
same. I shall further cooperate fully with the Company, its successors,
nominees and assigns in obtaining, maintaining and defending all such
copyrights and patents.
(c) I agree that all works of authorship and other copyrightable works
created by me, either alone or jointly with others, during the term of my
employment or engagement as a consultant by the Company, relating or in any
way applicable to any business or field of interest of the Company or arising
out of any task assigned to me by the Company, are works made for hire.
(d) I have attached hereto a complete list of all existing Inventions or
improvements to which I claim ownership as of the date of this Agreement and
that I desire to specifically clarify are not subject to this Agreement, and I
acknowledge and agree that such list is complete. If no such list is attached
to this Agreement, I represent that I have no such Inventions and improvements
at the time of signing this Agreement.
(e) If any Inventions or Rights, as defined herein, assigned hereunder
are based on, incorporate or cannot be made and used without violating any
Inventions or Rights owned or licensed by me and not assigned hereunder, I
hereby grant the Company a perpetual, world wide, royalty-free, non-exclusive
sublicensable right and license to exploit and exercise all such Inventions
and Rights in support of the Company's exercise or exploitation of any
assigned Inventions or Rights (including any modifications, improvements and
derivatives thereof).
5. Miscellaneous.
(a) This Agreement and all provisions hereof shall bind and inure to the
benefit of the Company, me and our respective heirs, successors, personal
representatives and assigns. The obligations under paragraphs 1, 2 and 3 of
this Agreement shall continue in effect after termination of my employment
or engagement as a consultant by the Company, regardless of the reason or
reasons for termination, and whether such termination is voluntary or
involuntary on my part, and the Company is entitled to communicate my
obligations under this Agreement to any future employer or potential employer
of mine.
(b) This Agreement and all questions arising hereunder shall be governed
by the laws of the State of Colorado.
(c) If any provision of this Agreement shall be held to be invalid,
illegal or unenforceable, such provision may be severed or enforced to the
extent possible, and such invalidity, illegality or unenforceability shall
not affect the remainder of this Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Agreement
effective this _____ day of ____________, 199__.
COMPANY: EMPLOYEE:
NAVIDEC, INC.
By: By:
Print: Print:
