EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This Agreement is made and effective this 15th day of October 2009 by Delta
Entertainment Group, Inc. , a Florida corporation, with its principal place of
business at 0000 Xxxxxxxxxx Xx. Xxxx Xxxxx, XX 00000 ("DELTA"), and Xxxxxxxx
Xxxxxx, whose address is 0000 Xxxxxxxxxx Xx. Xxxx Xxxxx, XX 00000 ("Xxxxxx")
WHEREAS, DELTA wishes to retain Xxxxxx, and Xxxxxx wishes to be retained
in such capacity and perform certain services for DELTA, to promote the
interests of the business;
NOW THEREFORE, in consideration of the promises contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
acknowledged by each party, the parties, intending to be legally bound, hereby
agree as follows:
1. The above recitals are true and correct and incorporated herein by
reference.
2. DELTA hereby retains Xxxxxx as President and Xxxxxx hereby accepts
such engagement, under the conditions and requirements specified herein, as an
employee of DELTA, with such duties and responsibilities as may reasonably be
assigned pursuant to this Agreement.
3. Xxxxxx'x principal duties shall include such responsibilities as may
be reasonably designated by DELTA's Board of Directors to enhance and promote
the Business.
4. Xxxxxx shall work commencing from the signing of this agreement at
compensation of $ 3,000 per month with DELTA providing suitable working
conditions.
5. Xxxxxx acknowledges that this Employment Agreement is "at will," and
the parties agree that this agreement may be terminated by either party upon two
(2) months written notice if "without cause" (for any reason whatsoever). DELTA
shall also have the right to terminate this agreement "for cause." For purposes
of this agreement, "cause" shall include the inability of Xxxxxx, through
sickness, absence or other incapacity, to perform the duties required under this
agreement for a period in excess of one (1) month; the refusal of Xxxxxx to
follow the directions of DELTA board of directors or executive officers;
dishonesty; theft; or conviction of a crime.
6. Xxxxxx acknowledges that he will have access to significant
Confidential and Propriety Information of DELTA including client and vendor
names, DELTA talent development services and techniques, and any information,
formula, pattern, compilation, program, device, method, technique, or process
that: (a) derives independent economic value, actual or potential, from not
being generally known to, and not being readily ascertainable by proper means
by, other persons who can obtain economic value from its disclosure or use; and
(b) is the subject of efforts that are reasonable under the circumstances to
maintain its secrecy. Xxxxxx further acknowledges that all such Confidential and
Propriety Information is of unique and great value to DELTA, and is essential to
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DELTA preservation of its Business and goodwill. Accordingly, Xxxxxx agrees that
all such Confidential and Propriety Information will be acquired under
circumstances giving rise to a duty to maintain its secrecy or limit its use,
and that Xxxxxx will not misappropriate, or otherwise disclose (directly or
indirectly) to any third party without the written permission of DELTA, any such
Confidential and Propriety Information. In the event Xxxxxx is required to make
disclosure pursuant to any state or federal law or pursuant to proper court or
similar governmental order, Xxxxxx shall provide DELTA with at least twenty (20)
days' prior written notice of such required disclosure so that DELTA may take
such actions, as it may deem necessary or appropriate. This provision shall
survive termination of this agreement for a period of one (1) year.
7. Xxxxxx further agrees that any and all products, designs, talent
development techniques, art works and work product of any nature whatsoever
developed by Xxxxxx or anyone at DELTA, whether or not during working hours and
which has or may have applicability to any aspect of DELTA's Business, as
determined by DELTA in its sole discretion (collectively "Work Product"), shall
be the sole and exclusive property of DELTA, and Xxxxxx hereby irrevocably
conveys to DELTA all of Xxxxxx'x right, title and interest in and to all Work
Product which may be developed during his employ by DELTA.
8. Time is of the essence of this agreement. This agreement is made in
the State of Florida and shall be governed by Florida law. This is the entire
agreement between the parties and may not be modified or amended except by a
written document signed by the party against whom enforcement is sought. This
agreement may be signed in more than one counterpart (including by facsimile),
in which case each counterpart shall constitute an original of this agreement.
Any paragraph headings are for convenience only and are not intended to expand
or restrict the scope or substance of the provisions of this agreement. Wherever
used herein, the singular shall include the plural, the plural shall include the
singular, and pronouns shall be read as masculine, feminine or neuter as the
context requires. The provisions of this agreement shall be deemed severable, in
whole or in part. Any dispute arising out of or relating to this agreement will
be resolved in the courts of Broward County, Florida, and the prevailing party
shall be entitled to reasonable costs and attorney's fees. This agreement is a
personal services contract and may not be assigned by Xxxxxx without the prior
written consent of DELTA.
9. Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, agency, or lessor-lessee relationship; but, rather,
the relationship established hereby is that of an employee of DELTA.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
Delta Entertainment Group, Inc. Xxxxxxxx Xxxxxx
/s/ Xxxxxxx Xxxxxx /s/ Xxxxxxxx Xxxxxx
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By: Xxxxxxx Xxxxxx By: Xxxxxxxx Xxxxxx
President
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