Exhibit 10.2
Innovex ( Thailand ) Limited
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Employment Agreement
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This Employment and Confidentiality Agreement (hereinafter "Agreement")
is entered into between Innovex (Thailand) Limited and Mr. Xxxxx Acres
("Employee") effective as of March 17, 2008.
WHEREAS, Innovex is a technology company engaged in continuing research
and development and Innovex (Thailand) Ltd is a solely owned subsidiary; and
WHEREAS, the Employee has been hired by Innovex (Thailand) Ltd in the
position of Chief Financial Officer to perform such duties as may from time to
time be directed by Innovex (Thailand) Ltd; and
WHEREAS, Innovex (Thailand) Ltd and the Employee deem it essential to
formalize the conditions of Employee's employment by written agreement; and
WHEREAS, the Employee has entered into this Agreement in consideration
of Innovex (Thailand) Ltd's continuing employment and the benefits associated
with that employment, including the severance benefits provided for under this
Agreement;
NOW THEREFORE, in consideration of the mutual covenants, terms and
conditions herein contained, it is hereby agreed by and between the parties here
to as follows:
1. Employment Duties and Obligations. Innovex hereby employs the Employee
and the Employee accepts such employment on the following terms and
conditions:
1.1. Duties. The Employee shall devote their full business time and
best efforts to the operations of Innovex, including normal
duties as Chief Financial Officer. Employee agrees to faithfully
and diligently exert their best efforts to perform the duties and
responsibilities of employment, promote the interest and welfare
of Innovex and its business, be familiar with Innovex (Thailand)
Ltd policies that relate to those duties and to abide by these
policies, and do nothing which may cause loss or damage to
Innovex, its business or its business reputation and goodwill.
During the period of employment, Employee agrees not to solely,
or jointly with others, undertake or join any planning for or
organization of any business activity competitive with the
business activities of Innovex. Employee further agrees to comply
with all reasonable rules, regulations, orders and directives of
Innovex, its management and/or its Board of Directors ("Innovex
Management").
1.2. Supervision. Employee shall at all times discharge their duties
in consultation with, and under the supervision of, Innovex
Management.
2. Compensation and Benefits. In return for the Employee's services to
Innovex (Thailand) Ltd., the Employee shall receive compensation and
benefits which shall include the following:
2.1 Salary. Employee will receive a base salary of 260,000.00 ( two
hundred sixty thousand ) Baht/month. This salary will be paid at the end
of each month and is subject to Thai income tax.
2.2 Company Incentive Bonus. Employee will be eligible for an incentive
bonus based upon the corporate incentive program, dependant on the
company performance.
2.3 Healthcare. Benefit will be provided as per Innovex (Thailand) Ltd
policy.
2.4 Housing & Transportation Allowance. In addition to base salary,
Employee shall also receive a combined housing/transportation allowance
of 40,000 ( forty thousand ) Baht/month. This allowance is subject to
Thai income tax. Employee will also be provided with company car and
driver.
2.5 Relocation to Chiang Mai. Innovex will pay all reasonable costs
associated with moving personal goods from Bangkok to Chiang Mai at any
time during the first year of employment. Management at its sole
discretion will determine what is reasonable.
2.6 Reimbursable Business Expenses. In addition to salary and other
benefits, subject to compliance with Innovex policy, Innovex (Thailand)
Ltd will advance or reimburse Employee for any ordinary, necessary, and
reasonable expenses incurred by Employee in the interest of Innovex
(Thailand) Ltd. Innovex (Thailand) Ltd shall reimburse the Employee upon
submission to Innovex (Thailand) Ltd of any records and documentation
required by Innovex (Thailand) Ltd to substantiate said expenses.
2.7 Holidays. Employee shall be entitled to holidays, which are normally
granted to other Thailand (Thailand) Ltd employees.
2.8 Vacation. Employee will be provided with up to 4 ( four ) weeks of
vacation annually subject to the approval of the Chief Executive
Officer. This benefit is not for accrual but to be used as appropriate
so there will be no pay out for unused vacation days at the end of
employment.
2.9 Home Leave Employee will also be provided with 1 round trip
Thailand-USA business class airfare in each of the first 3 calendar
years of employment. This airfare may be provided to a designated
individual in lieu of employee at the discretion of the Chief Executive
Officer.
2.10 Relocation Expenses. In case of termination by Innovex (Thailand)
Ltd the Company will pay or reimburse all reasonable actual costs
including but not limited to business class air fare, sea shipment of
personal goods and up to two weeks temporary living accommodations if
necessary to relocate the Employee and immediate family to their home
country. These costs must be incurred within 60 ( sixty ) days of
termination..
3. Termination. Employee understands and agrees that they are an employee
at will, and as such, their employment can be terminated by Innovex
(Thailand) Ltd at any time, without reason or cause. In the event of
termination the Employee will resign from Innovex (Thailand) Ltd and the
conditions controlling termination will be as defined in the Employee's
corporate employment agreement.
4. Confidentiality. During the term of employment with Innovex, Employee
will have access to and become acquainted with various trade secrets and
other proprietary and confidential information, which are owned by
Innovex and which are used in the operation of Innovex business. "Trade
secrets and other proprietary and confidential information" shall be
understood to mean any information or knowledge possessed by Innovex
which is not generally known to or readily ascertainable by outside
parties who can obtain economic value from its use or disclosure. This
shall include without limitation, inventions, discoveries, ideas,
know-how, research and development information, designs, specifications,
formulas, patterns, compilations, computer programs, devices, methods,
techniques, processes, data, improvements, ideas, algorithms, computer
processing systems, drawings, proposals, job notes, reports, records,
specifications, information concerning any matters relating to the
business of Innovex and any of its customers, customer contacts,
licenses, the prices it obtains or has obtained for the licensing of its
software products and services, or any other information concerning the
business of Innovex and Innovex good will.
3.1 Nondisclosure. Employee shall not disclose or use in any manner,
directly or indirectly, any such trade secrets or other
proprietary and confidential information either during the term
of their employment or at any time thereafter, except as required
in the course of employment with Innovex.
3.2 Information Disclosed Remains Property of Innovex. All ideas,
concepts, information, and written material disclosed to Employee
by Innovex, or acquired from a customer or prospective customer
of Innovex, are and shall remain the sole and exclusive property
and proprietary information of Innovex or such customers, and are
disclosed in confidence by Innovex or permitted to be acquired
from such customers in reliance on Employee's agreement to
maintain them in confidence and not to use or disclose them to
any other person except in furtherance of Innovex business.
3.3 Return of Material. Employee agrees that, upon request of Innovex
or upon termination of employment, Employee shall turn over to
Innovex originals and any copies of all documents, files, disks
or other computer media, or other material in their possession or
under their control that (a) may contain or be derived from
ideas, concepts, creations, or trade secrets and other
proprietary and confidential information as set forth in
paragraphs 4, 4.1, and 4.2 above, or (b) are connected with or
derived from Employee's services to Innovex.
4 Inventions and Creations. Any and all inventions, discoveries,
improvements, or creations (collectively, "Inventions") made or
conceived by Employee during the period of their employment by Innovex
shall be the property of Innovex. Employee hereby assigns to Innovex all
of their rights to any such Inventions and agrees to promptly disclose
any such Inventions in writing to Innovex. Employee further agrees to
execute and assign any and all proper applications, assignments and
other documents and to render all assistance reasonably necessary to
apply for patent, copyright or trademark protection in all countries.
4.1 Exceptions. Paragraph 5 of this Agreement does not apply to an
Invention for which no equipment, supplies, facility or trade
secret information of Innovex was used and which was developed
entirely on Employee's own time and (a) which does not relate (i)
directly to the business of Innovex or (ii) to Innovex actual or
demonstrably anticipated research or development; or (b) which
does not result from any work performed by Employee for Innovex;
or (c) made by Employee prior to employment by Innovex as to
which employee has at least partial ownership. Innovex shall have
no claim of right or title to the inventions listed on Attachment
1. Attachment 1 hereto constitutes a complete list of the
inventions made by Mr. Xxxxx Acres .
4.2 Definition of Inventions. For purposes of this Agreement, the
term "Inventions" shall mean discoveries, improvements, and ideas
(whether or not shown or described in writing or reduced to
practice) and works of authorship, whether or not patentable or
copyrightable, which (a) relate directly to the business of
Innovex; (b) relate to Innovex actual or demonstrably anticipated
research or development; or (c) result from any work performed by
Employee for Innovex, or for which equipment, supplies,
facilities or trade secret information of Innovex is used, or
which is developed on Innovex time.
4.3 Non-Covered Inventions. Should the Employee make a discovery,
improvement or Invention that is not covered by the provisions of
this Agreement (a "Non-Covered Invention"), the Employee may, at
their sole option, disclose the Non-Covered Invention to Innovex
and Innovex shall then have a right of first refusal to enter
into a license agreement with Employee to acquire rights
there-under. If negotiations extend for more than six (6) months
from the date of disclosure to Innovex, Employee shall be free to
submit the Non-Covered Invention to others without obligation to
Innovex and with respect to such Non-Covered Invention.
5 Covenant Not to Compete. Employee agrees that they will not, during the
course of employment, or for a period of twelve (12) months commencing
upon expiration of employment, voluntarily or involuntarily, directly or
indirectly, anywhere in the world, develop, or assist others to be
developed, any product functionally similar to the product(s) developed
or under development by Innovex. Employee further agrees that they will
not, during the course of employment or for a period of six (6) months
commencing upon the expiration of employment, voluntarily or
involuntarily, directly or indirectly, anywhere in the world, perform
services for any competing business in the same field of commercial
activities or engage or assist (a) in the organization of any competing
business or (b) in any preparations for the manufacture, assembly,
production, or design of any product which competes with products of
Innovex.
5.1 Employee's Acknowledgments and Agreements. Employee acknowledges
and agrees that the products developed by Innovex are or are
intended to be marketed and licensed to customers throughout the
world. Employee further acknowledges and agrees to the
reasonableness of this covenant not to compete and the
reasonableness of the geographic area and duration of time which
are part of said covenant.
5.2 Inducing Employees to Leave Innovex; Employment of Employees. Any
attempt on the part of Employee to induce others to leave Innovex
employment, or any effort by employee to interfere with the
Innovex relationship with its other employees would be harmful
and damaging to Innovex. Employee agrees that during the term of
employment and for a period of two years thereafter, Employee
will not in any way, directly or indirectly (a) induce or attempt
to induce any employee of Innovex to quit employment with
Innovex; (b) otherwise interfere with or disrupt the Innovex
relationship with its employees; (c) solicit, entice, or hire
away any Employee of Innovex; or (d) hire or engage any employee
of Innovex or any former employee of Innovex whose employment
with Innovex ceased less than one year before the date of such
hiring or engagement.
5.3 Non-solicitation of Business. For a period of two years from the
date of termination of employment, Employee will not divert or
attempt to divert from Innovex any business Innovex had enjoyed
or solicited from its customers during the year prior to
termination of their employment.
6 Miscellaneous Provisions.
6.1 Remedies - Injunction. In the event of a breach or threatened
breach by Employee of any of the provisions of this Agreement,
Employee agrees that Innovex, in addition to and not in
limitation of any other rights, remedies or damages available to
Innovex at law or in equity, shall be entitled to a permanent
injunction in order to prevent or restrain any such breach by
Employee or by Employee's partners, agents, representatives,
servants, employees, and/or any and all persons directly or
indirectly acting for or with Employee.
6.2 Severability. In the event that any of the provisions of this
Agreement shall be held to be invalid or unenforceable in whole
or in part, those provisions to the extent enforceable and all
other provisions shall nevertheless continue to be valid and
enforceable as though the invalid or unenforceable parts had not
been included in this Agreement. In the event that any provision
relating to the time period or scope of a restriction shall be
declared by a court of competent jurisdiction to exceed the
maximum time period or scope such court deems reasonable and
enforceable, then the time period or scope of the restriction
deemed reasonable and enforceable by the court shall become and
shall thereafter be the maximum time period or the applicable
scope of the restriction.
6.3 "Innovex" Defined. "Innovex" shall mean Innovex, Inc., Innovex
Precision Components, Inc., Innovex Southwest, Inc., Innovex
(Thailand) Limited, and any of their existing or future
affiliates, including parent companies, subsidiaries, divisions,
joint ventures, and partnerships.
6.4 Amendment or Termination. This Agreement replaces and supersedes
all prior agreements between Innovex and Employee relating to the
same subject matter. This Agreement may not be terminated,
amended, or modified in any way, except in writing signed by both
Innovex and Employee.
6.5 Survival. The obligations of the parties under this Agreement do
not depend on conditions outside this Agreement and shall survive
Employee's termination of employment with Innovex, regardless of
the reason for termination.
6.6 Agreement Read, Understood, and Fair. Employee has carefully read
and considered all provisions of this Agreement and agrees that
all of the restrictions set forth are fair and reasonable and are
reasonably required for the protection of the interests of
Innovex.
AGREED:
Dated: March 17, 2008 /s/ Xxxxx X. Acres
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Xxxxx X. Acres
INNOVEX (THAILAND) LTD
Dated: March 17, 2008 /s/ Xxxxx X. Xxxxxxxxxx
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By: Xxxxx X. Xxxxxxxxxx
Its: Chief Executive Officer
Attachment 1
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INVENTIONS MADE BY EMPLOYEE PRIOR TO EMPLOYMENT BY INNOVEX
None.
Dual Employment Agreement
Innovex, Inc.
This Employment and Confidentiality Agreement (hereinafter "Agreement")
is entered into between Innovex, Inc. and Mr. Xxxxx Acres ("Employee") as of
March 17, 2008.
WHEREAS, Innovex is a technology company engaged in continuing research
and development; and
WHEREAS, the Employee has been hired by Innovex as Chief Financial
Officer to perform such duties as may from time to time be directed by Innovex;
and
WHEREAS, Innovex and the Employee deem it essential to formalize the
conditions of Employee's employment by written agreement; and
WHEREAS, the Employee has entered into this Agreement in consideration
of his/her employment with Innovex, the benefits associated with that employment
and the additional consideration provided for in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants, terms and
conditions herein contained, it is hereby agreed by and between the parties
hereto as follows:
5. Employment Duties and Obligations. Innovex hereby employs the Employee
and the Employee accepts such employment on the following terms and
conditions:
5.1. Duties. Except as otherwise herein provided at Section 1.3, the
Employee shall devote his full business time and best efforts to
the operations of Innovex, including normal duties as Chief
Financial Officer. Employee agrees to faithfully and diligently
exert his best efforts to perform the duties and responsibilities
of employment, promote the interest and welfare of Innovex and
its business, be familiar with Innovex's policies that relate to
his duties and to abide by these policies, and do nothing which
may cause loss or damage to Innovex, its business or its business
reputation and goodwill. During the period of employment,
Employee agrees not to solely, or jointly with others, undertake
or join any planning for or organization of any business activity
competitive with the business activities of Innovex. Employee
further agrees to comply with all reasonable rules, regulations,
orders and directives of Innovex and/or its Board of Directors
("Board"). Employee acknowledges that some of the duties for this
position are related to supporting the continuity of Innovex Inc.
corporate technology, customers and suppliers. Another part of
the duties is the day to day activities in support of the
Thailand operation.
5.2. Supervision. Employee shall at all times discharge his duties in
consultation with, and under the supervision of the Chief
Executive Officer and the Board of Directors.
5.3. Outside Activities. This Agreement shall not preclude the
Employee from participating in the affairs of any other business
organization, or any governmental, educational or other
charitable institution, provided that the Board is notified in
advance of such participation and has determined that such
activities do not unreasonably interfere with Innovex's business
or diminish the Employee's obligations under this Agreement. Such
determination by the Board shall not be unreasonably withheld.
5.4. Representation. The Employee warrants and represents to Innovex
that Employee has no contractual commitments inconsistent with
obligations set forth in this Agreement, and that during the
period of employment, Employee will not render or perform
services for any other corporation, firm, entity or person which
are inconsistent with the provisions of this Agreement, and which
are not authorized by Innovex.
6. Compensation and Benefits. In return for the Employee's services to
Innovex, the Employee shall receive compensation and benefits which
shall include the following:
2.1.1 US Dollar Salary. In recognition of the employees
contribution to corporate requirements regarding
incorporation in the United States, investor relations and
other contributions related to knowledge acquired or applied
to activities outside of Thailand the Employee shall receive
an initial monthly base salary of no less than US$ 11,000.00
( eleven thousand dollars ) - less applicable withholdings,
payable no less frequent than monthly and pursuant to
Innovex's USA payroll policy. Salary reviews shall occur at
least once per year and the Board shall grant Employee such
salary increases based upon the Employee's performance as the
Board in its sole discretion deems appropriate.
2.1.2 Thai Baht Salary. In recognition of the employees
contribution to ongoing Thailand operations employee shall
receive an initial monthly base salary of no less than Baht
260,000.00 ( two hundred sixty thousand Baht ) - less
applicable withholdings, payable no less frequent than
monthly and pursuant to Innovex (Thailand) Ltd payroll
policy. This is a rate consistent with local Thailand
compensation scales and practices.
2.2 Incentive Stock Options. Upon acceptance of this agreement, on
the effective date specified in paragraph one, Innovex grants
Employee stock options in the amount of 125,000 ( one hundred
twenty five thousand ) shares to vest in equal amounts at 20% per
year over five years. Innovex may also grant Employee stock
options based upon performance and in addition to any cash bonus.
These stock option bonuses shall be at the sole discretion of the
Board of Directors. Stock option bonuses are generally granted at
the end of Innovex's fiscal year (September), and the exercise
price for stock option bonuses is the fair market value of the
stock on the date these options are granted, as determined by the
mean of the high and low NASDAQ bid price for Innovex stock on
the applicable date.
2.3 Stock Option Plans. All options granted shall be granted pursuant
to and subject to the conditions of the applicable Stock Option
Plan(s) adopted by the Board of Directors and approved by the
shareholders, subject further to any amendments thereto.
2.4 Other Options and Bonuses. Designated cash incentive bonus target
for this position is 40% (forty percent) of total US and Thai
base salary however all bonuses, whether in cash or stock, shall
be granted at the sole discretion of Innovex Board of Directors,
and the Employee shall not earn or accrue any right or additional
compensation by reason of his/her employment.
2.5 Other Employee Benefits. The Employee shall receive such employee
benefits as are offered by Innovex to other Thailand based
employees and as detailed in their Innovex (Thailand) Ltd.
Employment Agreement. Employee will also be eligible for the
Innovex Inc. standard health, dental and life insurance plans.
2.6 Reimbursable Business Expenses. In addition to salary and other
benefits, Innovex will advance or reimburse Employee for any
ordinary, necessary, and reasonable expenses incurred by Employee
in the interest of Innovex. Innovex shall reimburse the Employee
upon submission to Innovex of any records and documentation
required by Innovex to substantiate said expenses.
2.7 Holidays. Employee shall be entitled to holidays which are
normally granted to other employees in accordance with Innovex's
policy in the location in which the employees daily activities
occur.
3 Term and Termination. Employee understands and agrees that he is an
employee at will, and as such, his employment can be terminated by him
or Innovex at any time, with or without reason or cause. However, should
Employee's employment be terminated by Innovex involuntarily and for any
of the following reasons, Employee will be provided with United States
and Thai base salary and benefit continuation for twelve (12) months,
provided that Employee signs and does not rescind an agreement releasing
any and all claims against Innovex, its affiliates and related entities
and does not breach the terms under Sections 4, 5, and 6 of this
Agreement and their subparts either during or after termination of
employment. The circumstances that shall require twelve (12) months'
severance, subject to the exceptions provided herein, to Employee are as
follows:
(a) involuntary termination (not including death or disability)
other than "Termination for Cause" (as defined below);
(b) a "Change in Control" (as defined below) of Innovex
3.1 Termination for Cause. Employee is not entitled to receive the
severance identified in Section 3 of this Agreement if his/her
termination is a "Termination for Cause." For purposes of this
Agreement, a "Termination for Cause" shall occur if:
3.1.1 The Employee is indicted or a claim is brought against him
alleging the commission of a felony or any misdemeanor
arising out of a theft, embezzlement, other act of
dishonesty, moral turpitude, or any willful violation of the
Securities Exchange Act of 1934, as amended; or
3.1.2 The Employee engages in acts of personal dishonesty that are
intended to result in substantial personal enrichment of the
Employee at the expense of Innovex; or
3.1.3 The Employee breaches any of his obligations under this
Agreement; or
3.1.4 Gross mismanagement.
In the case of termination pursuant to Sections 3.1.3.or
3.1.4. herein, Employee shall be given written notice of the
reason for termination and a 30 day period in which to cure
the breach or violation to the satisfaction of the Board of
Directors, in its sole discretion, or Innovex may terminate
the Employee immediately and pay the Employee for 30 days, if
the Board of Directors determines no cure to the breach or
violation would be acceptable. Employee will be terminated
immediately in the case of termination pursuant to Sections
3.1.1 and 3.1.2 and paid through the last day of employment.
3.2 Change in Control. As used in this Agreement, a "Change in Control"
shall mean a Change in Control which would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended
("Exchange Act"), whether or not Innovex is then subject to such
reporting requirements and which does not arise from a transaction
or a series of transactions authorized, recommended or approved by
formal action taken by the Board, including, without limitation, if:
3.2.1 Any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) becomes a "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), other than
Innovex's officers and directors as a group, directly or
indirectly, of securities of Innovex representing 20% or more
of the combined voting power of Innovex's then outstanding
securities; or
3.2.2 There ceases to be a majority of the Board comprised of
individuals described below.
For purposes of this Section 3.2 only, the "Board" shall mean: (a) individuals
who on the date hereof constituted the Board of Innovex; and (b) any new
director who subsequently was elected or nominated for election by a majority of
the directors who held such office immediately prior to a Change in Control.
3.3 Continued Employment After Change in Control. Employee agrees that,
subject to the terms and conditions of this Agreement, in the event
of a Change in Control of Innovex occurring after the date hereof,
Employee will remain in the employ of Innovex for a period of 90
days from the occurrence of such Change in Control. This continued
employment shall not affect the Employee's right to severance as
provided for in Section 3 of this Agreement. The effective starting
date of salary continuation severance provided for in paragraph 3 is
the end of this 90 day period. If Employee elects to continue to be
employed after 90 days from the occurrence of the Change in Control
by the Company or its successor, the Employee will not be entitled
to the severance provided for in Section 3.
3.4 Termination by Employee. Employee may terminate his employment
pursuant to this Agreement at any time by giving Innovex ninety (90)
days written notice and further agrees that during the notice period
he will provide all reasonable aid and assistance in hiring,
training, and introducing his replacement as may be requested by
Innovex and will undertake such other responsibilities as Innovex
may direct. Innovex may shorten or waive entirely the notice period
at Innovex's sole discretion. Employee acknowledges and understands
that if he/she voluntarily terminates his employment he is not
entitled to receive the severance described in Section 3 of this
Agreement.
4 Confidentiality. During the period of employment with Innovex, Employee
will have access to and become acquainted with various trade secrets and
other proprietary and confidential information which are owned by
Innovex and which are used in the operation of Innovex's business.
"Trade secrets and other proprietary and confidential information" shall
be understood to mean any information or knowledge possessed by Innovex
which is not generally known to or readily ascertainable by outside
parties who can obtain economic value from its use or disclosure. This
shall include, without limitation, inventions, discoveries, ideas,
know-how, research and development information, designs, specifications,
formulas, patterns, compilations, computer programs, devices, methods,
techniques, processes, data, improvements, ideas, algorithms, computer
processing systems, drawings, proposals, job notes, reports, records,
specifications, information concerning any matters relating to the
business of Innovex and any of its customers, customer contacts,
licenses, the prices it obtains or has obtained for the licensing of its
software products and services, or any other information concerning the
business of Innovex and Innovex's good will.
4.1 Nondisclosure. Employee shall not disclose or use in any manner,
directly or indirectly, any such trade secrets or other
proprietary and confidential information either during the term
of his employment or at any time thereafter, except as required
during the period of employment with Innovex.
4.2 Information Disclosed Remains Property of Innovex. All ideas,
concepts, information, and written material disclosed to Employee
by Innovex, or acquired from a customer or prospective customer
of Innovex, are and shall remain the sole and exclusive property
and proprietary information of Innovex or such customers, and are
disclosed in confidence by Innovex or permitted to be acquired
from such customers in reliance on Employee's agreement to
maintain them in confidence and not to use or disclose them to
any other person except in furtherance of Innovex's business.
4.3 Return of Material. Employee agrees that, upon request of Innovex
or upon termination of employment for any reason, Employee shall
deliver to Innovex originals and any copies of all documents,
files, disks or other computer media, or other material in his
possession or under his control that (a) may contain or be
derived from ideas, concepts, creations, or trade secrets and
other proprietary and confidential information as set forth in
Sections 4, 4.1, and 4.2 above, or (b) are connected with or
derived from Employee's services to Innovex.
5 Inventions and Creations. Any and all inventions, discoveries,
improvements, or creations (collectively, "Inventions") made or
conceived by Employee during the period of his employment by Innovex
shall be the property of Innovex. Employee hereby assigns to Innovex all
of his rights to any such Inventions and agrees to promptly disclose any
such Inventions in writing to Innovex. Employee further agrees to
execute and assign any and all proper applications, assignments and
other documents and to render all assistance reasonably necessary to
apply for patent, copyright or trademark protection in all countries.
5.1 Exceptions. Section 5 of this Agreement does not apply to an
Invention for which no equipment, supplies, facility or trade
secret information of Innovex was used and which was developed
entirely on Employee's own time and (a) which does not relate (i)
directly to the business of Innovex or (ii) to Innovex's actual
or demonstrably anticipated research or development; or (b) which
does not result from any work performed by Employee for Innovex.
Attachment 1 hereto constitutes a complete list of the inventions
made by Employee prior to employment by Innovex as to which he
has at least partial ownership. Innovex shall have no claim of
right or title to the inventions listed on Attachment 1.
5.2 Definition of Inventions. For purposes of this Agreement, the
term "Inventions" shall mean discoveries, improvements, and ideas
(whether or not shown or described in writing or reduced to
practice) and works of authorship, whether or not patentable or
copyrightable, which (a) relate directly to the business of
Innovex; (b) relate to Innovex's actual or demonstrably
anticipated research or development; or (c) result from any work
performed by Employee for Innovex, or for which equipment,
supplies, facilities or trade secret information of Innovex is
used, or which is developed on Innovex time.
5.3 Non-Covered Inventions. Should the Employee make a discovery,
improvement or Invention that is not covered by the provisions of
this Agreement (a "Non-Covered Invention"), the Employee may, at
his sole option, disclose the Non-Covered Invention to Innovex
and Innovex shall then have a right of first refusal to enter
into a license agreement with Employee to acquire rights
thereunder. If negotiations extend for more than six months from
the date of disclosure to Innovex, Employee shall be free to
submit the Non-Covered Invention to others without obligation to
Innovex and with respect to such Non-Covered Invention.
6 Covenant Not to Compete. Employee agrees that he will not, during the
course of employment, or for a period of twelve (12) months commencing
upon termination of employment, voluntarily or involuntarily, directly
or indirectly, anywhere in the world, develop, or assist others to be
developed, any product functionally similar to the product(s) developed
or under development by Innovex. The term "develop" shall mean to
design, create general or detailed functional or technical
specifications for, enhance, or with respect to software, create or
write code for, debug, or otherwise modify code for, or otherwise
participate in the creation or modification of software product(s).
Employee further agrees that he will not, during the period of
employment or for a period of six months commencing upon the termination
of employment, voluntarily or involuntarily, directly or indirectly,
anywhere in the world, perform services for any directly competing
business or assist (a) in the organization of any such competing
business or (b) in any preparations for the manufacture, assembly,
production, or design of any product which directly competes with
products of Innovex.
6.1 Employee's Acknowledgments and Agreements. Employee acknowledges
and agrees that the products developed by Innovex, are or are
intended to be marketed and licensed to customers throughout the
world. Employee further acknowledges and agrees to the
reasonableness of this covenant not to compete and the
reasonableness of the geographic area and duration of time which
are part of said covenant. Employee also acknowledges and agrees
that this covenant will not preclude Employee from becoming
gainfully employed following termination of employment with
Innovex.
6.2 Inducing Employees to Leave Innovex; Employment of Employees. Any
attempt on the part of Employee to induce others to leave
Innovex's employ or terminate any other business relationship, or
any effort by employee to interfere with Innovex's relationship
with its other employees, independent contractors, or consultants
would be harmful and damaging to Innovex. Employee agrees that
during the period of employment and for a period of two years
after termination, Employee will not in any way, directly or
indirectly (a) induce or attempt to induce any employee,
independent contractors, or consultant of Innovex to quit
employment or terminate their business relationship with Innovex;
(b) otherwise interfere with or disrupt Innovex's relationship
with its employees, independent contractors, or consultants; (c)
solicit, entice, or hire away any employee, independent
contractors, or consultant of Innovex; or (d) hire or engage any
employee, independent contractor or consultant of Innovex or any
former employee, independent contractor or consultant of Innovex
whose employment or business relationship with Innovex ceased
less than one year before the date of such hiring or engagement.
6.3 Nonsolicitation of Business. For a period of two years from the
date of termination of employment, Employee will not divert or
attempt to divert from Innovex any business Innovex had enjoyed
or solicited from its customers during the year prior to
termination of his employment.
7 Miscellaneous Provisions.
7.1 Remedies - Injunction. In the event of a breach or threatened
breach by Employee of any of the provisions of this Agreement,
Employee agrees that Innovex, in addition to and not in
limitation of any other rights, remedies or damages available to
Innovex at law or in equity, shall be entitled to a permanent
injunction in order to prevent or restrain any such breach by
Employee or by Employee's partners, agents, representatives,
servants, employees, and/or any and all persons directly or
indirectly acting for or with Employee.
7.2 Severability. In the event that any of the provisions of this
Agreement shall be held to be invalid or unenforceable in whole
or in part, those provisions to the extent enforceable and all
other provisions shall nevertheless continue to be valid and
enforceable as though the invalid or unenforceable parts had not
been included in this Agreement. In the event that any provision
relating to the time period or scope of a restriction shall be
declared by a court of competent jurisdiction to exceed the
maximum time period or scope such court deems reasonable and
enforceable, then the time period or scope of the restriction
deemed reasonable and enforceable by the court shall become and
shall thereafter be the maximum time period or the applicable
scope of the restriction.
7.3 Governing Law. This Agreement shall be construed and enforced
according to the laws of the State of Minnesota. All legal
actions arising under this Agreement shall be instituted in, and
both Innovex and Employee consent to the jurisdiction of the U.S.
District court for the District of Minnesota.
7.4 "Innovex" Defined. "Innovex" shall mean Innovex, Inc., Iconovex,
and any of their existing or future affiliates, including parent
companies, divisions, joint ventures, and partnerships.
7.5 Amendment or Termination. This Agreement replaces and supersedes
all prior agreements between Innovex and Employee relating to the
same subject matter. In case of conflict with any subsidiary
agreement, this agreement will take precedence. This Agreement
may not be terminated, amended, or modified in any way, except in
writing signed by both Innovex and Employee.
7.6 Survival. Notwithstanding any termination of this Agreement,
regardless of the reason, Employee, in consideration of his
employment thereunder to the date of such termination shall
remain bound by the provisions of this Agreement which
specifically relate to periods, activities or obligations upon or
subsequent to the termination of Executive's employment.
7.7 Agreement Read, Understood, and Fair. Employee has carefully read
and considered all provisions of this Agreement and agrees that
all of the restrictions set forth are fair and reasonable, are
reasonably required for the protection of the interests of
Innovex and that he has been provided adequate consideration in
return for agreeing to be bound by those provisions.
AGREED:
Dated: March 17, 2008 /s/ Xxxxx X. Acres
-----------------------------
Xxxxx X. Acres
INNOVEX (THAILAND) LTD
Dated: March 17, 2008 /s/ Xxxxx X. Xxxxxxxxxx
-----------------------------
By: Xxxxx X. Xxxxxxxxxx
Its: Chief Executive Officer
Attachment 1
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INVENTIONS MADE BY EMPLOYEE PRIOR TO EMPLOYMENT BY INNOVEX
None.
