EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made as of the 20th
day of January, 2004, between iBIZ Technology Corp., a Florida corporation
("Corporation" or "Company" or "Employer"), and Xxxxx X. Xxxxx ("Employee").
In consideration of the mutual covenants, agreements and provisions
contained in this Agreement, the parties agree as follows:
EMPLOYMENT
1.0 EMPLOYMENT. Employer employs Employee as President and Chief Executive
Officer of Synosphere, and Employee accepts employment, upon the terms and
conditions set forth herein.
2.0 TERM. This Agreement shall commence effective as of January 21, 2004,
and shall continue in effect for a period of two (2) years ("Employment
Period"); unless terminated earlier, by Company or Employee, upon prior written
notice. Further, if a change of control (as defined herein) of the Company shall
have occurred during the Employment Period, this Agreement shall continue in
effect until January 21, 2005.
3.0 CHANGE OF CONTROL. The term "Change of Control of the Company" shall
mean a change in control of a nature that would be required to be reported in
response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934 ("1934 Act) as in effect on the date of this
Agreement or, if Item 5(f) is no longer in effect, any regulations issued by the
Securities and Exchange Commission ("SEC") pursuant to the 1934 Act which serve
similar purposes; provided that, without limitation, such change in control
shall be deemed to have occurred if and when (a) any "person" (as such term is
used in Sections 13(d) and 14(d)(2) of the 0000 Xxx) is or becomes a beneficial
owner, directly or indirectly, of securities of the company representing
twenty-five percent (25%) or more of the combined voting power of the Company's
then outstanding securities or (b) individuals who were members of the Board of
Directors of the Company immediately prior to a meeting of the shareholders of
the Company involving a contest for the election of directors shall not
constitute a majority of the Board of Directors following such election.
4.0 COMPENSATION. For all services to be rendered by the Employee pursuant
to his duties set forth in this Agreement, the Employee shall be paid as
compensation;
4.1. BASE SALARY AND CONSIDERATIONS. A fixed salary in the amount of
One Hundred and Twelve Thousand Dollars ($112,000) per year, payable in equal
installments according to the Company's regular payroll schedule. This salary
shall be reviewed from time to time during the term of this Agreement by the
Corporation's Board of Directors or Compensation and Benefits Committee of the
Board.
If the Employee's base salary is not paid according to the Employer's
normal payroll cycle, then the Employer shall issue shares of its common stock,
valued at the moving average of the closing share price over the last 20 trading
days with a 25% discount, as an alternative payment to the base salary. Such
shares of common stock shall be issued under a Stock Retainer Plan, registered
under a Form S-8 filed and made effective by the Employer. Such shares shall be
issued and paid at the end of each month during which the payment(s) was not
made, until such time that sufficient funds are available to make such payments.
In addition, during the duration of the Employee's Term, the Employer
shall issue an Earn Out bonus of common stock in Eight (8) payments, each
payment made quarterly, in the amount of $62,500, the ("Earn Out"). Common stock
shall be issued based on the moving average of the closing share price over the
last 20 trading days and registered under Form S-8 and made effective by the
Employer within 90 days of the payment date. In the event the Employer
terminates the Employee for Cause as detailed in section 10.0 Termination, the
Employee is not entitled to receive the Earn Out bonus portion that has not been
paid as of the termination date.
Furthermore, the Employer shall issue a Sign On bonus to the Employee in
the amount of Two Million and Five Hundred Thousand (2,500,000) shares. The Sign
On bonus shall be registered under Form S-8 and made effective by the Employer
within 90 days of January 20, 2004.
Lastly, during the Term, the Employer shall evaluate the Employee's
performance semi-annually and may further award a Bonus based on performance. A
performance review shall be conducted by the Employer during the month of June
and December.
4.2 EMPLOYEE BENEFIT PLANS. The Employee, his dependents and
beneficiaries, shall be entitled to participate in any pension, profit sharing,
medical reimbursement, insurance or other employee payment or benefit plan of
the Employer as may be in effect from time to time, subject to the participation
standards and other terms thereof, to the same extent as other officers under
the benefit practices of the Company.
4.3 CUMULATIVE COMPENSATION. The compensation provided for in
paragraphs 4.1, and 4.2 above, together with the perquisites set forth in
section 6.0 below, are in addition to the benefits provided for upon termination
pursuant to Section 10.0 below.
4.4 INDEMNIFICATION. The Corporation hereby agrees to indemnify, and
keep indemnified in accordance with, and to the fullest extent authorized by,
the Laws of the State of Florida as it may be in effect from time to time, the
Employee, from and against any expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by the
Employee in connection with any threatened, pending or completed action, suit or
proceeding, whether or not such action is by or in the right of the Corporation
or such other enterprise with respect to which the Employee serves or has served
as a director, officer or employee, by reason of the fact that the Employee is
or was a director, officer or employee, of the Corporation, or is or was serving
at the request of the Corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise. The
indemnification rights granted to the Employee under this Agreement shall not be
deemed exclusive of, or in limitation of, any rights to which Employee may be
entitled under the law of its state of incorporation, the Corporation's
Certification of Incorporation of By-Laws, any other agreement, vote of
stockholders or directors or otherwise.
5.0 EXPENSES. During the term hereof, the Corporation will reimburse the
Employee for any reasonable out-of-pocket expenses incurred by the Employee in
performance of service for the Corporation under this Agreement (e.g.,
transportation, lodging and food expenses incurred while traveling on
Corporation business) and any other expenses incurred by the Employee in
furtherance of the Corporation's business; provided, however, that the Employee
renders to the Corporation a complete and accurate accounting of all such
expenses.
6.0 PERQUISITES. During the period of employment, Employee shall be
entitled to perquisites, including, without limitation, an appropriate office,
and fringe benefits accorded executives of equal rank.
7.0 VACATIONS. The Employee shall be entitled to a vacation with full
compensation equal to three (3) weeks each year; provided, however, that the
Employee's vacation will be scheduled at such time as will least interfere with
the business of the Employer. Attendance at a business seminar is not to be
deemed a vacation; provided, whoever, that attendance at such meetings or
seminars shall be planned so as to least interfere with the business of the
Employer.
8.0 EMPLOYMENT. The Company hereby agrees to continue the Employee in its
employ, and the Employee hereby agrees to remain in the employ of the Company,
for the Employment Period as specified in Section 2.0, to exercise such
authority and perform such duties as are commensurate with the authority being
exercised and duties being performed by the Employee immediately prior to the
effective date of this Agreement, which services shall be performed at the
location where the Employee was employed immediately prior to the Effective Date
of this Agreement or at such other location as the Company may reasonably
require; provided that the Employee shall not be required to accept a location
which is unreasonable in the light of the Employee's personal circumstances. The
Employee agrees that during the Employment Period he shall devote his business
time to his executive duties as described herein and perform such duties
faithfully and efficiently.
9.0 PERFORMANCE. It is contemplated that during the period of employment
the Employee shall serve as an executive of the Company with the office and
title of President and Chief Executive Officer reporting directly to the Board
of Directors during the period of employment, the Employee shall hold a position
of responsibility and importance and a position of scope, with the functions,
duties and responsibilities attached thereto, at least equal to in
responsibility and importance and in scope to and commensurate with his position
described in general terms in this Section 9.0.
10.0 TERMINATION.
10.1 During the period of employment, Employee may terminate this
Agreement without cause or for cause. For the purposes of this Section 10.1, the
term "cause" shall include the occurrence of any of the following:
10.1.1 The breach or violation by the Company of any of the
terms of this Agreement or of the Acquisition Agreement;
10.1.2. Any significant change in position, duties and
responsibilities of the Employee to which the Employee does
not consent;
10.1.3. In the event of a change in control as defined in
Section 2.0 hereof, any change in the circumstances of
employment which the Employee determines, in good faith,
results in his being unable to carry out the duties and
responsibilities attached to the position and contemplated by
the definition of that position set forth in this Agreement.
10.2. In the event of an occurrence described in subsection 10.1.1,
10.1.2, or 10.1.3 above, the Employee shall serve written notice of such event
upon the Company, setting forth in detail the circumstances that the Employee
has determined constitutes "cause" within any of those definitions. In the event
the Company should remedy or otherwise cure the facts constituting the cause
relied upon by the Employee within thirty (30) days after such written notice,
such fact or circumstance shall not be deemed to constitute "cause" for which
employment can be terminated within the meaning of Section 10.1 above.
10.3. During the period of employment, the Corporation may terminate
this Agreement for cause and upon thirty (30) days written notice and
opportunity to cure being given to Employee. For the purpose of this Section
10.3, the term "cause" shall include the occurrence of any of the following:
10.3.1. Employee breaches or violates any of the terms of this
Agreement;
10.3.2. Employee is convicted of any felony or is shown to
have engaged in any act of dishonesty or fraud upon the
Corporation, any of its affiliated companies, or any of its
customers or clients;
10.3.3. Employee has been grossly negligent in the performance
of his employment duties or responsibilities.
10.4. During the period of employment, the Corporation may not
terminate this Agreement without cause.
10.5. This Agreement shall also terminate upon the insolvency,
dissolution, or liquidation of the Corporation or cessation of business by the
Corporation for at least thirty (30) consecutive days.
11.0 TERMINATION PAYMENTS. In the event of a Termination and subject to
the provisions --------------------- of Sections 10.1.1., 10.1.2., 10.1.3. 10.4,
or 10.5 of this Agreement, the Company shall pay to the Employee and provide him
with the following:
11.1. the Company shall pay the Employee thirty (30) days following
Termination, one lump sum payment of the Employee's base salary rate for the
remaining period of the Term. Any shares not yet vested or shares not registered
with the SEC shall vest and/or be registered as soon as is practicable.
11.2. During the remainder of the Employment or payment Period, the
Employee shall continue to be treated as an employee under the provisions of any
incentive compensation described in Section 4.2. In addition, the Employee shall
continue to be entitled to all benefits and service credit for benefits under
medical, insurance, split-dollar life insurance and other employee benefit
plans, programs and arrangements of the Company described or referred to in
Section 4.3 as if he were still employed during such period under this
Agreement.
11.3. If, despite the provisions of paragraph 11.2 above, benefits
or the right to accrue further benefits under any stock option or other
incentive compensation arrangement described in Section 4.2 shall not be
provided under any such arrangement to the Employee or his dependents,
beneficiaries or estate because he is no longer an employee of the Company, the
Company shall, to the extent necessary, pay or provide for payment of such
benefits to the Employee or his dependents, beneficiaries or estate.
12.0 DISABILITY.
12.1. If the Employee is unable to perform the Employee's services
by reason of illness or incapacity, the Employee's regular compensation shall be
continued for a period of twelve (12) weeks following the week in which such
illness or incapacity commences, at the end of which time no further
compensation shall be due and payable to the Employee until the Employee shall
return and resume the Employee's duties. In the event the Employee is eligible
to receive payments on account of the fringe benefit program covering disability
provided by the Corporation, then the Employee's base salary, as defined as
above, will be reduced to the extent of such entitlement and receipt.
12.2. If, because of illness, physical or mental disability or other
incapacity, Employee shall fail, for a period of one hundred twenty (120) work
days during the term hereof, to render the services provided for by this
Agreement, or if Employee contracts an illness or injury which will permanently
prevent performance by him of the services and duties provided for by this
Agreement by notice to the Employee effective thirty (30) days after the giving
of such notice, after which no additional compensation shall be due.
13.0 DEATH. In the event of the death of Employee during the term of this
Agreement, his employment hereunder shall terminate on the date of his death. In
the accounting between the Employer and the Employee's personal representative,
Employee's estate shall be due compensation under this Agreement equal to one
year of Employee's salary. In addition, one hundred percent (100%) of the total
amount of shares to be granted to the Employee and or the total amount of shares
to be registered with the SEC to the Employee, shall vest and or be registered
as soon as is practicable.
13.1 In the event of death, the Employee sets forth that the
Employee's personal representative is the listed below and shall be due
compensation in accordance with the provisions set forth in 13.0.
Employee's Personal Representative: Xxxxxx and Xxxxxxx Xxxxx
Relationship: Parents
Address: 0000 Xxxxxxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxx 00000
Phone: (000) 000-0000
14.0 COMPETITION.
14.1. Employee covenants to and with the Employer, its successors and
assigns, that during the term of this Agreement and for a period of twelve (12)
months from the date of the termination of this Agreement for any reason, he
will not directly or indirectly, enter into any agreement or arrangement with
any other person, firm, corporation or entity to conduct any research or
development, nor shall Employee directly or indirectly conduct such research or
development on his own behalf, related to the discovery of processes,
inventions, improvement, development or commercialization of any new device,
apparatus or product competitive with a product developed, produced or reduced
to practice solely by the Corporation, unless Employee shall have first obtained
the Corporation's expressed written consent thereto.
14.2. In the event of a breach or threatened breach by Employee of
any provisions of this Section 14.0 the Corporation shall be entitled to an
injunction restraining it from the commission of such breach. Nothing herein
contained shall be construed as prohibiting the Corporation from pursuing any
other remedies available to it for such breach or threatened breach, including
the recovery of money damages. The covenants contained in this Section 15.0
shall be construed as independent of any other provisions in this Agreement; and
the existence of any claim or cause of action of Employee against the
Corporation, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by the Corporation of said covenants.
14.3. The covenants contained in this Section 14.0 shall terminate
and, upon termination, shall be unenforceable and of no further legal force and
effect, in the event the Corporation, or any successor to the Corporation,
becomes insolvent, is liquidated or ceases for any reason to conduct business
operations for a continuous period of at least thirty (30) days.
14.4. The Corporation shall have the right to assign the aforesaid
covenants; and Employee agrees to remain bound by the terms of the covenants to
any and all subsequent purchaser and assignees of the assets and business of the
Corporation.
15.0 NON-INTERFERENCE WITH EMPLOYEES.
15.1. Employee covenants with the Corporation that employees of or
consultants to the Corporation and employees of and consultants to firms,
corporations or entities affiliated with the Corporation have, of necessity,
been exposed to and have acquired certain knowledge, understandings, and
know-how concerning the Corporation's business operations which is confidential
information and proprietary to the Corporation.
15.2. In order to protect the Corporation's confidential information
and to promote and insure the continuity of the Corporation's contractual
relations with its employees and consultants, Employee covenants and agrees that
for so long as Employee holds any position or affiliation with the Corporation,
including service to the Corporation as an officer, director, employee,
consultant, agent or contractor, and for a period of twelve (12) months from the
date Employee ceases to hold any such position or status with the Corporation or
otherwise becomes disaffiliated with the Corporation, he will not directly or
indirectly, or permit or encourage other to directly or indirectly (i) interfere
in any manner whatsoever with the Corporation's contractual or other relations
with any or all of its employees or consultants, or (ii) induce or attempt to
induce any employee or consultant to the Corporation to cease performing
services for or on behalf of the Corporation, or (iii) solicit, offer to retain,
or retain, or in any other manner engage or employ the services of, any person
or entity who or which is retained or engaged by the Corporation, or any firm,
corporation or entity affiliated with the Corporation, as an employee,
consultant or agent.
15.3. In the Event any court of competent jurisdiction determines or
holds that all or any portion of the covenants contained in this Section 15.0
are unlawful, invalid, or unenforceable for any reasons, then the parties hereto
agree to modify the provisions of this Section 15.0 if and only to the extent
necessary to render the covenants herein contained enforceable and otherwise in
conformance with all legal requirements.
16.0 CLIENTS AND CUSTOMERS.
16.1. Employee covenants with the Corporation that the clients and
customers of the Corporation, both actual and contemplated, constitute actual
and prospective business relationships, which are proprietary to the Corporation
and comprise, in part, the Corporation's confidential information and trade
secrets.
16.2. In order to protect the Corporation's proprietary rights and
to promote and ensure the continuity of the Corporation's contractual relations
with its customers and clients, Employee covenants and agrees that,
notwithstanding the provisions of Section 16.1 hereof, and for so long as
Employee holds any position or affiliation with the Corporation, including
service to the Corporation as an officer, director, employee, consultant, agent
or contractor, and for a period of twelve (12) months from the date Employee
ceases to hold any such position or status with the Corporation or otherwise
becomes disaffiliated with the Corporation, he will not directly or indirectly,
or permit or encourage others to directly or indirectly (i) interfere in any
manner whatsoever with the Corporation's contractual relations with any clients
or customers, or (ii) induce or attempt to induce any client or customer of the
Corporation to cease doing business with the Corporation.
16.3. In the event any court of competent jurisdiction determines or
holds that all or any portions of the covenants contained in this Section 16.0
are unlawful, invalid or unenforceable for any reason, then the parties hereto
agree to modify the provisions of this Section 16.0 if and only to the extent
necessary to render the covenants herein contained enforceable and otherwise in
conformance with all legal requirements.
17.0 COVENANT TO RETAIN CONFIDENCES.
17.1. Employee understands that all information learned, known,
made, devised or developed concerning any of the Company's products and
activities, including, without limitation, any inventions, discoveries,
improvements, processes, formulas, computer programs (including their structure,
sequence, organization, coherence, look and feel), apparatus, equipment,
customer and client lists, marketing plans, mailing lists, art, graphics,
display, research, and the like used by the Corporation in connection with its
business constitutes the confidential information, proprietary information and
trade secrets of the Corporation. Employee covenants and agrees that he will not
(except as required in the course of his position with the Corporation), during
the term hereof or thereafter for a period of twelve (12) months, communicate or
divulge to, or use for the benefit of himself or any other person, firm,
association, or corporation, without the consent of the Corporation, any
confidential information or trade secrets possessed, owned, or used by the
Corporation or its affiliates that may be communicated to, acquired by, or
learned of by the Employee in the course of or as a result of his services with
the Corporation. For the purposes of this Section 17.1, confidential information
of the Corporation shall not include (i) any information developed by the
Employee independently of services performed by the Employee for the Corporation
pursuant to this Agreement; (ii) any information rightfully obtained by the
Employee from a third party without restriction; (iii) any information publicly
available other than through the fault or negligence of the Employee; (iv) any
information disclosed by the corporation to third parties without restriction;
or (v) information already known by the Employee prior to its disclosure by the
Corporation.
17.2. Employee will not use in the course of Employee's employment
with the Corporation, or disclose or otherwise make available to the
Corporation, any information, documents or other items which Employee may have
received from any other person or entity (including any prior employer), and
which Employee is prohibited from so using, disclosing or making available.
17.3. All records, files, memoranda, reports, price lists, customer
lists, drawings, plans, sketches, documents, prototypes, testing data,
equipment, electronically stored information on disk, tape or any other medium
or existing in computer memory transmitted by any means, including, but not
limited to, telephone or electronic data transmission and the like, relating to
the business of the Corporation or its affiliates, which Employee shall use or
prepare or come into contact with, shall remain the sole property of the
Corporation.
18.0 WORK PRODUCT.
18.1. All trade secrets, know-how, confidential information,
copyrightable material, inventions, discoveries, and improvements, including
computer programs (their structure, sequence, organization, coherence, look and
feel), whether patentable or unpatentable, copyrightable or uncopyrightable,
made, devised, discovered or reduced to practice by the Employee, whether by
himself or jointly with others, from the time of becoming an employee of the
Corporation until the termination of that status, shall be deemed work for hire
and shall be promptly disclosed in writing to the Corporation and are to redound
to the benefit of the Corporation and become and remain its sole and exclusive
property. Should the Corporation choose to not purse registered protection for
any disclosure provided by the employee within sixty (60) calendar days from the
date of the disclosure, the decision to not pursue protection (on the
sixty-first (61st) day) shall be deemed a decision that the information in the
disclosure is unrelated to the business of the Corporation, and is a quitclaim
to any rights related thereto.
18.2. By executing this Agreement, Employee hereby transfers and
assigns to the Corporation, or person, firms or corporations designated by the
Corporation, any or all of Employee's rights, title and interest in and to any
and all developments, inventions, computer programs, discoveries, improvements,
processes, devices, copyrights, patents and patent applications therefore, and
to execute at any and all times any and all instruments and do any and all acts
necessary or which the Corporation may deem desirable in connection with
conveying, transferring and assigning Employee's entire right, title and
interest in and to any inventions, discoveries, improvements, computer programs,
processes devices, copyrights, patent applications therefore or patents thereon
in any way related to the technology or trade secrets developed, discovered or
reduced to practice by Employee during the term of this Agreement, it being the
express understanding and agreement of the parties that any and all future
developments, inventions, and discoveries of Employee during the term hereof
shall be the property of the Corporation, or its assigns.
19.0 PATENTS AND COPYRIGHTS.
19.1. Employer shall cause to be filed United States and foreign
patent and/or copyright applications on each invention deemed to be patentable
or copyrightable and embodied in any technology developed and reduced to
practice during the term hereof which inure to the Corporation by virtue of the
provisions of Section 18.0 hereof.
19.2. The Corporation shall forfeit patent rights or copyrights to
any patentable or copyrightable technology developed by Employee during the term
hereof in any jurisdiction in which it fails to file patent or copyright
applications six (6) months following a request by the Employee. Employer shall
provide to Employee a copy of each application filed, and within six (6) months
thereafter Employee shall designated what, if any, foreign countries he desires
applications to be filed. Patent or copyright prosecution and maintenance shall
be done by an attorney to be selected by the Corporation and approved by
Employee, which approval shall not be unreasonably withheld. All reasonable
expense of filing, prosecution and maintenance of domestic and foreign patents
or copyrights and patent or copyright applications shall be borne by Employer.
19.3. Employer and Employee agree to forebear from, and not permit
others to make or permit any public disclosure of any of the patentable matter
prior to the application for a United States patent. All foreign patent
applications shall be made no later than one (1) year following the date of the
U.S. patent application.
19.4. All patents shall be applied for in the name of Employee, as
inventor, and shall be assigned to the Corporation or assignee. All copyrights
shall be registered in the name of the Corporation. The Employee shall, upon
demand, execute and deliver to the Corporation or its assigns such documents or
assignments as may be deemed necessary or advisable by counsel for the
Corporation or its assigns for filing in the appropriate patent offices to
evidence the assignment of the patent rights hereby granted.
20.0 REPRESENTATIONS OF EMPLOYEE. The Employee represents that, to the
best of his knowledge and belief, neither his affiliation with the Corporation,
nor his holding any position as officer, director, Employee, or consultant with
the Corporation, nor his ownership of common stock in the Corporation, nor his
performing any other services for the Corporation violates any presently
existing, valid and enforceable contract, agreement, commitment or other legal
relationship between Employee and any other person or entity.
21.0 ATTORNEYS' FEES. In the event there is any litigation or arbitration
between the parties concerning this Agreement, the successful party shall be
awarded reasonable attorneys' fees and litigation or arbitration costs,
including the attorneys' fees and costs incurred in the collection of any
judgment.
22.0 NOTICES. All notices required or permitted hereunder shall be
sufficient if delivered personally or mailed to the parties at the address set
forth below or at such other address as either party may designate in writing
from time to time. Any notice by mailing shall be effective forty-eight (48)
hours after it has been deposited in the United States certified mail, return
receipt requested, duly addressed and with postage prepaid.
23.0 PARTIAL INVALIDITY. If any provisions of this Agreement are in
violation of any statute or rule of law of any state or district in which it may
be sought to be enforced, then such provisions shall be deemed null and void
only to the extent that they may be in violation thereof, but without
invalidating the remaining provisions.
24.0 BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the respective parties hereto, their heirs, personal representatives,
successors and assigns; provided, however, that Employee may not assign his
employment hereunder, and any assignment by Employee in violation of this
Agreement shall vest no rights in the purported assignee.
25.0 WAIVER. No waiver of any breach of any one of the agreements, terms,
conditions or covenants of this Agreement by the Employer or the Employee shall
be deemed to imply or constitute a waiver of any other agreement, term,
condition or covenant of this Agreement. The failure of either party to insist
on strict performance of any agreement, term, condition or covenant, herein set
forth, shall not constitute or be construed as a waiver of the rights of either
or the other thereafter to enforce any other default of such agreement, term,
condition or covenant; neither shall such failure to insist upon strict
performance be deemed sufficient grounds to enable either party hereto to forego
or subvert or otherwise disregard any other agreement, term, condition or
covenants of this Agreement.
26.0 GOVERNING LAW. This Agreement and the rights and duties of the
parties shall be construed and enforced in accordance with the laws of the State
of Florida.
27.0 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties hereto with respect to the subject matter thereof. There are no
representations, warranties, conditions or obligations except as herein
specifically provided. Any amendment or modification hereof must be in writing.
IN WITNESS WHEREOF, the parties to this Agreement have duly executed it on
the day and year first above written.
EMPLOYER:
IBIZ TECHNOLOGY CORP.
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
EMPLOYEE:
XXXXX X. XXXXX
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EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made as of the 20th
day of January, 2004, between iBIZ Technology Corp., a Florida corporation
("Corporation" or "Company" or "Employer"), and Xxxxx Xxxxxxx ("Employee").
In consideration of the mutual covenants, agreements and provisions
contained in this Agreement, the parties agree as follows:
EMPLOYMENT
1.0 EMPLOYMENT. Employer employs Employee as Chief Marketing Officer of
Synosphere, and Employee accepts employment, upon the terms and conditions set
forth herein.
2.0 TERM. This Agreement shall commence effective as of January 21, 2004,
and shall continue in effect for a period of two (2) years ("Employment
Period"); unless terminated earlier, by Company or Employee, upon prior written
notice. Further, if a change of control (as defined herein) of the Company shall
have occurred during the Employment Period, this Agreement shall continue in
effect until January 21, 2005.
3.0 CHANGE OF CONTROL. The term "Change of Control of the Company" shall
mean a change in control of a nature that would be required to be reported in
response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934 ("1934 Act) as in effect on the date of this
Agreement or, if Item 5(f) is no longer in effect, any regulations issued by the
Securities and Exchange Commission ("SEC") pursuant to the 1934 Act which serve
similar purposes; provided that, without limitation, such change in control
shall be deemed to have occurred if and when (a) any "person" (as such term is
used in Sections 13(d) and 14(d)(2) of the 0000 Xxx) is or becomes a beneficial
owner, directly or indirectly, of securities of the company representing
twenty-five percent (25%) or more of the combined voting power of the Company's
then outstanding securities or (b) individuals who were members of the Board of
Directors of the Company immediately prior to a meeting of the shareholders of
the Company involving a contest for the election of directors shall not
constitute a majority of the Board of Directors following such election.
4.0 COMPENSATION. For all services to be rendered by the Employee pursuant
to his duties set forth in this Agreement, the Employee shall be paid as
compensation;
4.1. BASE SALARY AND CONSIDERATIONS. A fixed salary in the amount of
One Hundred and Twelve Thousand Dollars ($102,000) per year, payable in equal
installments according to the Company's regular payroll schedule. This salary
shall be reviewed from time to time during the term of this Agreement by the
Corporation's Board of Directors or Compensation and Benefits Committee of the
Board.
If the Employee's base salary is not paid according to the Employer's
normal payroll cycle, then the Employer shall issue shares of its common stock,
valued at the moving average of the closing share price over the last 20 trading
days with a 25% discount, as an alternative payment to the base salary. Such
shares of common stock shall be issued under a Stock Retainer Plan, registered
under a Form S-8 filed and made effective by the Employer. Such shares shall be
issued and paid at the end of each month during which the payment(s) was not
made, until such time that sufficient funds are available to make such payments.
In addition, during the duration of the Employee's Term, the Employer
shall issue an Earn Out bonus of common stock in Eight (8) payments, each
payment made quarterly, in the amount of $62,500, the ("Earn Out"). Common stock
shall be issued based on the moving average of the closing share price over the
last 20 trading days and registered under Form S-8 and made effective by the
Employer within 90 days of the payment date. In the event the Employer
terminates the Employee for Cause as detailed in section 10.0 Termination, the
Employee is not entitled to receive the Earn Out bonus portion that has not been
paid as of the termination date.
Furthermore, the Employer shall issue a Sign On bonus to the Employee in
the amount of Two Million and Five Hundred Thousand (2,500,000) shares. The Sign
On bonus shall be registered under Form S-8 and made effective by the Employer
within 90 days of January 20, 2004.
Lastly, during the Term, the Employer shall evaluate the Employee's
performance semi-annually and may further award a Bonus based on performance. A
performance review shall be conducted by the Employer during the month of June
and December.
4.2 EMPLOYEE BENEFIT PLANS. The Employee, his dependents and
beneficiaries, shall be entitled to participate in any pension, profit sharing,
medical reimbursement, insurance or other employee payment or benefit plan of
the Employer as may be in effect from time to time, subject to the participation
standards and other terms thereof, to the same extent as other officers under
the benefit practices of the Company.
4.3 CUMULATIVE COMPENSATION. The compensation provided for in
paragraphs 4.1, and 4.2 above, together with the perquisites set forth in
section 6.0 below, are in addition to the benefits provided for upon termination
pursuant to Section 10.0 below.
4.4 INDEMNIFICATION. The Corporation hereby agrees to indemnify, and
keep indemnified in accordance with, and to the fullest extent authorized by,
the Laws of the State of Florida as it may be in effect from time to time, the
Employee, from and against any expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by the
Employee in connection with any threatened, pending or completed action, suit or
proceeding, whether or not such action is by or in the right of the Corporation
or such other enterprise with respect to which the Employee serves or has served
as a director, officer or employee, by reason of the fact that the Employee is
or was a director, officer or employee, of the Corporation, or is or was serving
at the request of the Corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise. The
indemnification rights granted to the Employee under this Agreement shall not be
deemed exclusive of, or in limitation of, any rights to which Employee may be
entitled under the law of its state of incorporation, the Corporation's
Certification of Incorporation of By-Laws, any other agreement, vote of
stockholders or directors or otherwise.
5.0 EXPENSES. During the term hereof, the Corporation will reimburse the
Employee for any reasonable out-of-pocket expenses incurred by the Employee in
performance of service for the Corporation under this Agreement (e.g.,
transportation, lodging and food expenses incurred while traveling on
Corporation business) and any other expenses incurred by the Employee in
furtherance of the Corporation's business; provided, however, that the Employee
renders to the Corporation a complete and accurate accounting of all such
expenses.
6.0 PERQUISITES. During the period of employment, Employee shall be
entitled to perquisites, including, without limitation, an appropriate office,
and fringe benefits accorded executives of equal rank.
7.0 VACATIONS. The Employee shall be entitled to a vacation with full
compensation equal to three (3) weeks each year; provided, however, that the
Employee's vacation will be scheduled at such time as will least interfere with
the business of the Employer. Attendance at a business seminar is not to be
deemed a vacation; provided, whoever, that attendance at such meetings or
seminars shall be planned so as to least interfere with the business of the
Employer.
8.0 EMPLOYMENT. The Company hereby agrees to continue the Employee in its
employ, and the Employee hereby agrees to remain in the employ of the Company,
for the Employment Period as specified in Section 2.0, to exercise such
authority and perform such duties as are commensurate with the authority being
exercised and duties being performed by the Employee immediately prior to the
effective date of this Agreement, which services shall be performed at the
location where the Employee was employed immediately prior to the Effective Date
of this Agreement or at such other location as the Company may reasonably
require; provided that the Employee shall not be required to accept a location
which is unreasonable in the light of the Employee's personal circumstances. The
Employee agrees that during the Employment Period he shall devote his business
time to his executive duties as described herein and perform such duties
faithfully and efficiently.
9.0 PERFORMANCE. It is contemplated that during the period of employment
the Employee shall serve as an executive of the Company with the office and
title of President and Chief Executive Officer reporting directly to the Board
of Directors during the period of employment, the Employee shall hold a position
of responsibility and importance and a position of scope, with the functions,
duties and responsibilities attached thereto, at least equal to in
responsibility and importance and in scope to and commensurate with his position
described in general terms in this Section 9.0.
10.0 TERMINATION.
10.1 During the period of employment, Employee may terminate this
Agreement without cause or for cause. For the purposes of this Section 10.1, the
term "cause" shall include the occurrence of any of the following:
10.1.1 The breach or violation by the Company of any of the
terms of this Agreement or of the Acquisition Agreement;
10.1.2. Any significant change in position, duties and
responsibilities of the Employee to which the Employee does
not consent;
10.1.3. In the event of a change in control as defined in
Section 2.0 hereof, any change in the circumstances of
employment which the Employee determines, in good faith,
results in his being unable to carry out the duties and
responsibilities attached to the position and contemplated by
the definition of that position set forth in this Agreement.
10.2. In the event of an occurrence described in subsection 10.1.1,
10.1.2, or 10.1.3 above, the Employee shall serve written notice of such event
upon the Company, setting forth in detail the circumstances that the Employee
has determined constitutes "cause" within any of those definitions. In the event
the Company should remedy or otherwise cure the facts constituting the cause
relied upon by the Employee within thirty (30) days after such written notice,
such fact or circumstance shall not be deemed to constitute "cause" for which
employment can be terminated within the meaning of Section 10.1 above.
10.3. During the period of employment, the Corporation may terminate
this Agreement for cause and upon thirty (30) days written notice and
opportunity to cure being given to Employee. For the purpose of this Section
10.3, the term "cause" shall include the occurrence of any of the following:
10.3.1. Employee breaches or violates any of the terms of this
Agreement;
10.3.2. Employee is convicted of any felony or is shown to
have engaged in any act of dishonesty or fraud upon the
Corporation, any of its affiliated companies, or any of its
customers or clients;
10.3.3. Employee has been grossly negligent in the performance
of his employment duties or responsibilities.
10.4. During the period of employment, the Corporation may not
terminate this Agreement without cause.
10.5. This Agreement shall also terminate upon the insolvency,
dissolution, or liquidation of the Corporation or cessation of business by the
Corporation for at least thirty (30) consecutive days.
11.0 TERMINATION PAYMENTS. In the event of a Termination and subject to
the provisions of Sections 10.1.1., 10.1.2., 10.1.3. 10.4, or 10.5 of this
Agreement, the Company shall pay to the Employee and provide him with the
following:
11.1. the Company shall pay the Employee thirty (30) days following
Termination, one lump sum payment of the Employee's base salary rate for the
remaining period of the Term. Any shares not yet vested or shares not registered
with the SEC shall vest and/or be registered as soon as is practicable.
11.2. During the remainder of the Employment or payment Period, the
Employee shall continue to be treated as an employee under the provisions of any
incentive compensation described in Section 4.2. In addition, the Employee shall
continue to be entitled to all benefits and service credit for benefits under
medical, insurance, split-dollar life insurance and other employee benefit
plans, programs and arrangements of the Company described or referred to in
Section 4.3 as if he were still employed during such period under this
Agreement.
11.3. If, despite the provisions of paragraph 11.2 above, benefits
or the right to accrue further benefits under any stock option or other
incentive compensation arrangement described in Section 4.2 shall not be
provided under any such arrangement to the Employee or his dependents,
beneficiaries or estate because he is no longer an employee of the Company, the
Company shall, to the extent necessary, pay or provide for payment of such
benefits to the Employee or his dependents, beneficiaries or estate.
12.0 DISABILITY.
12.1. If the Employee is unable to perform the Employee's services
by reason of illness or incapacity, the Employee's regular compensation shall be
continued for a period of twelve (12) weeks following the week in which such
illness or incapacity commences, at the end of which time no further
compensation shall be due and payable to the Employee until the Employee shall
return and resume the Employee's duties. In the event the Employee is eligible
to receive payments on account of the fringe benefit program covering disability
provided by the Corporation, then the Employee's base salary, as defined as
above, will be reduced to the extent of such entitlement and receipt.
12.2. If, because of illness, physical or mental disability or other
incapacity, Employee shall fail, for a period of one hundred twenty (120) work
days during the term hereof, to render the services provided for by this
Agreement, or if Employee contracts an illness or injury which will permanently
prevent performance by him of the services and duties provided for by this
Agreement by notice to the Employee effective thirty (30) days after the giving
of such notice, after which no additional compensation shall be due.
13.0 DEATH. In the event of the death of Employee during the term of this
Agreement, his employment hereunder shall terminate on the date of his death. In
the accounting between the Employer and the Employee's personal representative,
Employee's estate shall be due compensation under this Agreement equal to one
year of Employee's salary. In addition, one hundred percent (100%) of the total
amount of shares to be granted to the Employee and or the total amount of shares
to be registered with the SEC to the Employee, shall vest and or be registered
as soon as is practicable.
13.1 In the event of death, the Employee sets forth that the
Employee's personal representative is the listed below and shall be due
compensation in accordance with the provisions set forth in 13.0.
Employee's Personal Representative: Xxxxxxxxx Xxxxxxx
Relationship: Spouse
Address: 000 Xxxxxxxxxx, Xxxxxxx, Xxxxx 00000
Phone: (000) 000-0000
14.0 COMPETITION.
14.1. Employee covenants to and with the Employer, its successors
and assigns, that during the term of this Agreement and for a period of twelve
(12) months from the date of the termination of this Agreement for any reason,
he will not directly or indirectly, enter into any agreement or arrangement with
any other person, firm, corporation or entity to conduct any research or
development, nor shall Employee directly or indirectly conduct such research or
development on his own behalf, related to the discovery of processes,
inventions, improvement, development or commercialization of any new device,
apparatus or product competitive with a product developed, produced or reduced
to practice solely by the Corporation, unless Employee shall have first obtained
the Corporation's expressed written consent thereto.
14.2. In the event of a breach or threatened breach by Employee of
any provisions of this Section 14.0 the Corporation shall be entitled to an
injunction restraining it from the commission of such breach. Nothing herein
contained shall be construed as prohibiting the Corporation from pursuing any
other remedies available to it for such breach or threatened breach, including
the recovery of money damages. The covenants contained in this Section 15.0
shall be construed as independent of any other provisions in this Agreement; and
the existence of any claim or cause of action of Employee against the
Corporation, whether predicated on this Agreement or otherwise, shall not
constitute a defense to the enforcement by the Corporation of said covenants.
14.3. The covenants contained in this Section 14.0 shall terminate
and, upon termination, shall be unenforceable and of no further legal force and
effect, in the event the Corporation, or any successor to the Corporation,
becomes insolvent, is liquidated or ceases for any reason to conduct business
operations for a continuous period of at least thirty (30) days.
14.4. The Corporation shall have the right to assign the aforesaid
covenants; and Employee agrees to remain bound by the terms of the covenants to
any and all subsequent purchaser and assignees of the assets and business of the
Corporation.
15.0 NON-INTERFERENCE WITH EMPLOYEES.
15.1. Employee covenants with the Corporation that employees of or
consultants to the Corporation and employees of and consultants to firms,
corporations or entities affiliated with the Corporation have, of necessity,
been exposed to and have acquired certain knowledge, understandings, and
know-how concerning the Corporation's business operations which is confidential
information and proprietary to the Corporation.
15.2. In order to protect the Corporation's confidential information
and to promote and insure the continuity of the Corporation's contractual
relations with its employees and consultants, Employee covenants and agrees that
for so long as Employee holds any position or affiliation with the Corporation,
including service to the Corporation as an officer, director, employee,
consultant, agent or contractor, and for a period of twelve (12) months from the
date Employee ceases to hold any such position or status with the Corporation or
otherwise becomes disaffiliated with the Corporation, he will not directly or
indirectly, or permit or encourage other to directly or indirectly (i) interfere
in any manner whatsoever with the Corporation's contractual or other relations
with any or all of its employees or consultants, or (ii) induce or attempt to
induce any employee or consultant to the Corporation to cease performing
services for or on behalf of the Corporation, or (iii) solicit, offer to retain,
or retain, or in any other manner engage or employ the services of, any person
or entity who or which is retained or engaged by the Corporation, or any firm,
corporation or entity affiliated with the Corporation, as an employee,
consultant or agent.
15.3. In the Event any court of competent jurisdiction determines or
holds that all or any portion of the covenants contained in this Section 15.0
are unlawful, invalid, or unenforceable for any reasons, then the parties hereto
agree to modify the provisions of this Section 15.0 if and only to the extent
necessary to render the covenants herein contained enforceable and otherwise in
conformance with all legal requirements.
16.0 CLIENTS AND CUSTOMERS.
16.1. Employee covenants with the Corporation that the clients and
customers of the Corporation, both actual and contemplated, constitute actual
and prospective business relationships, which are proprietary to the Corporation
and comprise, in part, the Corporation's confidential information and trade
secrets.
16.2. In order to protect the Corporation's proprietary rights and
to promote and ensure the continuity of the Corporation's contractual relations
with its customers and clients, Employee covenants and agrees that,
notwithstanding the provisions of Section 16.1 hereof, and for so long as
Employee holds any position or affiliation with the Corporation, including
service to the Corporation as an officer, director, employee, consultant, agent
or contractor, and for a period of twelve (12) months from the date Employee
ceases to hold any such position or status with the Corporation or otherwise
becomes disaffiliated with the Corporation, he will not directly or indirectly,
or permit or encourage others to directly or indirectly (i) interfere in any
manner whatsoever with the Corporation's contractual relations with any clients
or customers, or (ii) induce or attempt to induce any client or customer of the
Corporation to cease doing business with the Corporation.
16.3. In the event any court of competent jurisdiction determines or
holds that all or any portions of the covenants contained in this Section 16.0
are unlawful, invalid or unenforceable for any reason, then the parties hereto
agree to modify the provisions of this Section 16.0 if and only to the extent
necessary to render the covenants herein contained enforceable and otherwise in
conformance with all legal requirements.
17.0 COVENANT TO RETAIN CONFIDENCES.
17.1. Employee understands that all information learned, known,
made, devised or developed concerning any of the Company's products and
activities, including, without limitation, any inventions, discoveries,
improvements, processes, formulas, computer programs (including their structure,
sequence, organization, coherence, look and feel), apparatus, equipment,
customer and client lists, marketing plans, mailing lists, art, graphics,
display, research, and the like used by the Corporation in connection with its
business constitutes the confidential information, proprietary information and
trade secrets of the Corporation. Employee covenants and agrees that he will not
(except as required in the course of his position with the Corporation), during
the term hereof or thereafter for a period of twelve (12) months, communicate or
divulge to, or use for the benefit of himself or any other person, firm,
association, or corporation, without the consent of the Corporation, any
confidential information or trade secrets possessed, owned, or used by the
Corporation or its affiliates that may be communicated to, acquired by, or
learned of by the Employee in the course of or as a result of his services with
the Corporation. For the purposes of this Section 17.1, confidential information
of the Corporation shall not include (i) any information developed by the
Employee independently of services performed by the Employee for the Corporation
pursuant to this Agreement; (ii) any information rightfully obtained by the
Employee from a third party without restriction; (iii) any information publicly
available other than through the fault or negligence of the Employee; (iv) any
information disclosed by the corporation to third parties without restriction;
or (v) information already known by the Employee prior to its disclosure by the
Corporation.
17.2. Employee will not use in the course of Employee's employment
with the Corporation, or disclose or otherwise make available to the
Corporation, any information, documents or other items which Employee may have
received from any other person or entity (including any prior employer), and
which Employee is prohibited from so using, disclosing or making available.
17.3. All records, files, memoranda, reports, price lists, customer
lists, drawings, plans, sketches, documents, prototypes, testing data,
equipment, electronically stored information on disk, tape or any other medium
or existing in computer memory transmitted by any means, including, but not
limited to, telephone or electronic data transmission and the like, relating to
the business of the Corporation or its affiliates, which Employee shall use or
prepare or come into contact with, shall remain the sole property of the
Corporation.
18.0 WORK PRODUCT.
18.1. All trade secrets, know-how, confidential information,
copyrightable material, inventions, discoveries, and improvements, including
computer programs (their structure, sequence, organization, coherence, look and
feel), whether patentable or unpatentable, copyrightable or uncopyrightable,
made, devised, discovered or reduced to practice by the Employee, whether by
himself or jointly with others, from the time of becoming an employee of the
Corporation until the termination of that status, shall be deemed work for hire
and shall be promptly disclosed in writing to the Corporation and are to redound
to the benefit of the Corporation and become and remain its sole and exclusive
property. Should the Corporation choose to not purse registered protection for
any disclosure provided by the employee within sixty (60) calendar days from the
date of the disclosure, the decision to not pursue protection (on the
sixty-first (61st) day) shall be deemed a decision that the information in the
disclosure is unrelated to the business of the Corporation, and is a quitclaim
to any rights related thereto.
18.2. By executing this Agreement, Employee hereby transfers and
assigns to the Corporation, or person, firms or corporations designated by the
Corporation, any or all of Employee's rights, title and interest in and to any
and all developments, inventions, computer programs, discoveries, improvements,
processes, devices, copyrights, patents and patent applications therefore, and
to execute at any and all times any and all instruments and do any and all acts
necessary or which the Corporation may deem desirable in connection with
conveying, transferring and assigning Employee's entire right, title and
interest in and to any inventions, discoveries, improvements, computer programs,
processes devices, copyrights, patent applications therefore or patents thereon
in any way related to the technology or trade secrets developed, discovered or
reduced to practice by Employee during the term of this Agreement, it being the
express understanding and agreement of the parties that any and all future
developments, inventions, and discoveries of Employee during the term hereof
shall be the property of the Corporation, or its assigns.
19.0 PATENTS AND COPYRIGHTS.
19.1. Employer shall cause to be filed United States and foreign
patent and/or copyright applications on each invention deemed to be patentable
or copyrightable and embodied in any technology developed and reduced to
practice during the term hereof which inure to the Corporation by virtue of the
provisions of Section 18.0 hereof.
19.2. The Corporation shall forfeit patent rights or copyrights to
any patentable or copyrightable technology developed by Employee during the term
hereof in any jurisdiction in which it fails to file patent or copyright
applications six (6) months following a request by the Employee. Employer shall
provide to Employee a copy of each application filed, and within six (6) months
thereafter Employee shall designated what, if any, foreign countries he desires
applications to be filed. Patent or copyright prosecution and maintenance shall
be done by an attorney to be selected by the Corporation and approved by
Employee, which approval shall not be unreasonably withheld. All reasonable
expense of filing, prosecution and maintenance of domestic and foreign patents
or copyrights and patent or copyright applications shall be borne by Employer.
19.3. Employer and Employee agree to forebear from, and not permit
others to make or permit any public disclosure of any of the patentable matter
prior to the application for a United States patent. All foreign patent
applications shall be made no later than one (1) year following the date of the
U.S. patent application.
19.4. All patents shall be applied for in the name of Employee, as
inventor, and shall be assigned to the Corporation or assignee. All copyrights
shall be registered in the name of the Corporation. The Employee shall, upon
demand, execute and deliver to the Corporation or its assigns such documents or
assignments as may be deemed necessary or advisable by counsel for the
Corporation or its assigns for filing in the appropriate patent offices to
evidence the assignment of the patent rights hereby granted.
20.0 REPRESENTATIONS OF EMPLOYEE. The Employee represents that, to the
best of his knowledge and belief, neither his affiliation with the Corporation,
nor his holding any position as officer, director, Employee, or consultant with
the Corporation, nor his ownership of common stock in the Corporation, nor his
performing any other services for the Corporation violates any presently
existing, valid and enforceable contract, agreement, commitment or other legal
relationship between Employee and any other person or entity.
21.0 ATTORNEYS' FEES. In the event there is any litigation or arbitration
between the parties concerning this Agreement, the successful party shall be
awarded reasonable attorneys' fees and litigation or arbitration costs,
including the attorneys' fees and costs incurred in the collection of any
judgment.
22.0 NOTICES. All notices required or permitted hereunder shall be
sufficient if delivered personally or mailed to the parties at the address set
forth below or at such other address as either party may designate in writing
from time to time. Any notice by mailing shall be effective forty-eight (48)
hours after it has been deposited in the United States certified mail, return
receipt requested, duly addressed and with postage prepaid.
23.0 PARTIAL INVALIDITY. If any provisions of this Agreement are in
violation of any statute or rule of law of any state or district in which it may
be sought to be enforced, then such provisions shall be deemed null and void
only to the extent that they may be in violation thereof, but without
invalidating the remaining provisions.
24.0 BINDING EFFECT. This Agreement shall be binding upon and inure to the
benefit of the respective parties hereto, their heirs, personal representatives,
successors and assigns; provided, however, that Employee may not assign his
employment hereunder, and any assignment by Employee in violation of this
Agreement shall vest no rights in the purported assignee.
25.0 WAIVER. No waiver of any breach of any one of the agreements, terms,
conditions or covenants of this Agreement by the Employer or the Employee shall
be deemed to imply or constitute a waiver of any other agreement, term,
condition or covenant of this Agreement. The failure of either party to insist
on strict performance of any agreement, term, condition or covenant, herein set
forth, shall not constitute or be construed as a waiver of the rights of either
or the other thereafter to enforce any other default of such agreement, term,
condition or covenant; neither shall such failure to insist upon strict
performance be deemed sufficient grounds to enable either party hereto to forego
or subvert or otherwise disregard any other agreement, term, condition or
covenants of this Agreement.
26.0 GOVERNING LAW. This Agreement and the rights and duties of the
parties shall be construed and enforced in accordance with the laws of the State
of Florida.
27.0 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of
the parties hereto with respect to the subject matter thereof. There are no
representations, warranties, conditions or obligations except as herein
specifically provided. Any amendment or modification hereof must be in writing.
IN WITNESS WHEREOF, the parties to this Agreement have duly executed it on
the day and year first above written.
EMPLOYER:
IBIZ TECHNOLOGY CORP.
By:
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Name:
----------------------------
Title:
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EMPLOYEE:
XXXXX XXXXXXX
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