Exhibit 10.10
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement") is entered into this ___
day of December 2000, by and between ORION HEALTHCARE TECHNOLOGY, INC., an Iowa
corporation ("Employer"), and Xx. Xxxxxxx Xxxxxxx-Xxxxx, an individual
("Employee").
WHEREAS, Employer and Employee wish to enter into an employment
agreement governing the terms and conditions of Employee's employment with
Employer;
NOW, THEREFORE, for the reasons recited above, and in consideration of
the mutual covenants contained in this Agreement, the parties agree as follows:
1. DUTIES OF EMPLOYEE. Employer employs Employee as a principal
investigator in connection with all research activities (the "Research
Activities") conducted with the proceeds of or in connection certain federal or
state grants, including, without limitation, a grant (the "NIH Grant") in the
amount of $75,000 from the National Institute of Health. Employee's duties as
principal investigator shall include, but not be limited to, (i) coordinating,
overseeing and managing all Research Activities, (ii) analyzing all data
resulting from the Research Activities, (iii) creating a report setting forth,
supporting and explaining the methods, conclusions and results of the Research
Activities and (iv) on or before August 15, 2001 and to Orion's satisfaction,
compiling and completing on behalf of Orion an application (the "Phase II
Application") to the NIH for a second phase of grant monies from the NIH Grant
program, and to perform any and all other related duties assigned to Employee by
the President and/or CEO of Employer. During the term of this Agreement,
Employee shall devote as much of her time, ability and attention to the business
of Employer, on a regular, "best efforts" and professional basis as necessary to
carry out such duties in a professional manner, and at all times such efforts
shall be under the direction of the President and/or CEO of Employer.
2. NONDISCLOSURE OF CONFIDENTIAL INFORMATION:
x. Xxxxxxx-Xxxxx understands and agrees that she shall not
disclose to any third party any information about the business of Orion
or the Research Activities, without the express written permission of
Orion. Further, Xxxxxxx-Xxxxx shall retain in confidence and not
disclose to any third party all information (whether in tangible form
or stored electronically or in magnetic media) designated by Orion as
"Confidential" or "Proprietary", except where Xxxxxxx-Xxxxx can
establish that:
i. such information was known to her prior to its
disclosure by Orion; or
ii. such information was known to the public prior
to its disclosure to her, or has become known to the public
through no fault of Xxxxxxx-Xxxxx; or
iii. such information was subsequently disclosed
to Xxxxxxx-Xxxxx by a third party having a lawful right to
make such disclosure without limitation on disclosure;
-1-
or
iv. such information was required to be disclosed
pursuant to any law or regulation, or by any court, agency or
other tribunal of competent jurisdiction.
In accordance with the provisions of this paragraph, any
information or data disclosed to Xxxxxxx-Xxxxx regarding or relating to
Orion's business plans, services, products, sales, customer
information, and marketing strategies, shall be deemed "Confidential"
whether or not marked as such.
b. No copies of any written materials (including but not
limited to electronic mail), computer programs (partial or complete) or
computer diskettes may be made or retained by Xxxxxxx-Xxxxx unless
written permission is provided by Orion.
x. Xxxxxxx-Xxxxx acknowledges the information disclosed
herein, or to be disclosed by Orion to Xxxxxxx-Xxxxx, is proprietary
and/or trade secrets and in the event of any breach, Orion shall be
entitled to injunctive relief as a cumulative and not necessarily
successive or exclusive remedy to a claim for monetary damages.
Any breach of this paragraph shall constitute a ground for termination
for cause and such other relief as may be afforded by applicable law.
3. TERM OF EMPLOYMENT: The employment of Employee shall
commence on the date of this Agreement and continue until the completion of the
Research Activities.
4. COMPENSATION: As compensation for the services rendered
by Employee under this Agreement, Employee, shall be paid a yearly salary of
$25,000 to be paid in equal semi-monthly installments, in arrears, less
applicable statutory deductions. Employee is not entitled to receive any other
benefits in connection with this Agreement.
5. TERMINATION OF EMPLOYMENT: Employer may terminate Employee's
employment at any time:
a. with cause, in which case Employee is not entitled to any
advance notice of termination or compensation in lieu of notice. "With
cause" includes, but is not limited to, any willful breach or habitual
neglect of the duties which she is required to perform as part of his
or her employment, any breach or violation of the policies and
guidelines of Employer, as more particularly set forth in the Employee
Policies Manual, and any such activity which would constitute just
cause under common law. "With cause" shall also include, but shall not
be limited to, the failure of Employee to comply, or to cause all
Research Activities to comply, with the terms of the Grant Award, as
issued by the NIH September 30, 2000 for the NIH Grant.
b. without cause, in which case Employer shall provide
Employee with advance notice of termination OR compensation in lieu
of notice equal to one (1) month.
-2-
Employee may terminate his or her employment at any time by providing
Employer with at least thirty (30) days advance notice of his or her intention
to resign.
6. OWNERSHIP OF EMPLOYER'S PRODUCTS AND SERVICES: Title to the
Employer's products and services and all patents, copyrights, trademarks, design
rights, trade secrets, moral rights and other proprietary rights in or related
to such products and services are and will remain the exclusive property of
Employer, whether or not specifically recognized or perfected under the laws of
the country where the products and services are used. Employee will not take any
action that jeopardizes such proprietary rights, nor will it acquire any right
in Employer's products and services without the express written consent of
Employer, nor will Employee perform any reverse engineering of the products and
services. All products or services created or produced during Employee's
employment with Employer shall be considered the property of Employer.
All information furnished to Employee pursuant to his or her employment
with Employer (i) shall be used only in connection with his or her employment
with Employer; (ii) shall not be reproduced or copied, in whole or in part,
except as necessary for use in his or her employment with Employer; and (iii)
shall, together with any copies, be returned or destroyed when no longer needed
or authorized for use or upon termination of his or her employment with
Employer.
7. NOTICES: Any notice required or permitted hereunder shall be
in writing and addressed to the other party at the last known address of the
party. Any notice sent shall be deemed to be received and valid upon (i) actual
receipt, if hand delivered, (ii) three business days from date on which such
notice was sent, if sent by certified or first class mail, postage prepaid, or
(iii) upon the next business day if such notice was sent by facsimile or
overnight mail.
8. SEVERABILITY: If any portion of this Agreement is found to
be invalid or unenforceable, the parties agree that such provisions shall be
enforced to the greatest extent permitted by law and the remaining portions
shall remain in effect.
9. ENTIRE AGREEMENT: Except with respect to the policies and
guidelines set forth in the Employee Policy Manual, his Agreement supersedes any
and all other agreements between the parties with respect to employment of
Employee by Employer. The policies and guidelines set forth in the Employee
Policy Manual shall be considered as a supplement to this Agreement; provided,
however, that this Agreement shall control with respect to any matter or issue
provided for in this Agreement.
10. MODIFICATION: This Agreement may be supplemented or
modified; however, any supplement, modification or waiver of any provision of
this Agreement must be in writing and signed by authorized representatives of
both parties.
11. LAW GOVERNING AGREEMENT: This Agreement and all matters
arising out of or relating to this Agreement shall be governed by the laws of
the State of Nebraska. The parties agree that any legal action or proceeding
relating to this Agreement shall be instituted in the state or federal courts in
Omaha, Nebraska.
-3-
12. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon,
inure to the benefit of, and be enforceable by the parties hereto and their
respective personal or legal representatives, executors, administrators, heirs,
distributes, devisees, legatees, successors, and assigns. Employee shall not,
however, assign this Agreement or the rights and duties hereunder.
-4-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this ___ day of December, 2000.
EMPLOYER
ORION HEALTHCARE TECHNOLOGY, INC.,
an Iowa corporation
By
-------------------------------
Name
-----------------------------
Title
----------------------------
EMPLOYEE
----------------------------------
Name Xxxxxxx Xxxxxxx-Xxxxx
-5-
