EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made on June 1, 2000, by and between
Xxxxxxxxxxx.xxx, Inc. ("the Employer"), of 000 Xxx Xxxxx Xxxxxx, Xxx Xxxxx, XX
00000, and Xxxxxx Xxxxxx ("the Employee"), of Redwood City, CA.
A. Employer is engaged in the business of Internet marketing and
maintains a branch office at San Bruno, CA.
B. Employer desires to have the services of Employee.
C. Employee is willing to be employed by Employer.
Therefore, the parties agree as follows:
1. EMPLOYMENT. Employee shall provide to Employer the services As the
Company's President which include daily managerial duties as well as
administrative duties.
2. BEST EFFORTS OF EMPLOYEE. Employee agrees to perform faithfully,
industriously, and to the best of Employee's ability, experience, and talents,
all of the duties that may be required by the express and implicit terms of this
Agreement, to the reasonable satisfaction of Employer. Such duties shall be
provided at San Bruno, CA and at such other place(s) as the needs, business, or
opportunities of the Employer may require from time to time.
3. COMPENSATION OF EMPLOYEE. As compensation for the services provided by
Employee under this Agreement, Employer will pay Employee an annual salary of
$40,000.00 payable in monthly installments payable on the first day of each
month. Upon termination of this Agreement, payments under this paragraph shall
cease; provided, however, that the Employee shall be entitled to payments for
periods or partial periods that occurred prior to the date of termination and
for which the Employee has not yet been paid.
4. REIMBURSEMENT FOR EXPENSES IN ACCORDANCE WITH EMPLOYER POLICY. The
Employer will reimburse Employee for "out-of-pocket" expenses in accordance with
Employer policies in effect from time to time.
5. TERMINATION DUE TO DISCONTINUANCE OF BUSINESS. If the Employer
discontinues operating its business at 000 Xxx Xxxxx Xxxxxx, Xxx Xxxxx, XX
00000, then this Agreement shall terminate upon notice of termination as
provided in this Agreement.
6. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Employee shall provide
Employer all information regarding Employer's business of which Employee has
knowledge. Employee shall make all suggestions and recommendations that will be
of mutual benefit to Employer and Employee.
7. CONFIDENTIALITY. Employee recognizes that Employer has and will have the
following information:
- inventions
- machinery
- products
- prices
- apparatus
- costs
- discounts
- future plans
- business affairs
- process information
- trade secrets
- technical information
- customer lists
- product design information
- copyrights
and other vital information (collectively, "Information") which are
valuable, special and unique assets of Employer. Employee agrees that the
Employee will not at any time or in any manner, either directly or
indirectly, divulge, disclose, or communicate in any manner any Information
to any third party without the prior written consent of the Employer.
Employee will protect the Information and treat it as strictly
confidential. A violation by Employee of this paragraph shall be a material
violation of this Agreement and will justify legal and/or equitable relief.
8. UNAUTHORIZED DISCLOSURE OF INFORMATION. If it appears that Employee has
disclosed (or has threatened to disclose) Information in violation of this
Agreement, Employer shall be entitled to an injunction to restrain Employee from
disclosing, in whole or in part, such Information, or from providing any
services to any party to whom such Information has been disclosed or may be
disclosed. Employer shall not be prohibited by this provision from pursuing
other remedies, including a claim for losses and damages.
9. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of this Agreement shall remain in full force and effect for a
thirty-day period after the termination of Employee's employment.
10. NON-COMPETE AGREEMENT. Recognizing that the various items of
Information are special and unique assets of the company, Employee agrees and
covenants that for a period of one year following the termination of this
Agreement, whether such termination is voluntary or involuntary, Employee will
not directly or indirectly engage in any business competitive with Employer.
This covenant shall apply to the geographical area that includes the area within
a 50 mile radius of San Bruno, California.
Directly or indirectly engaging in any competitive business includes, but is not
limited to, (i) engaging in a business as owner, partner, or agent, (ii)
becoming an employee of any third party that is engaged in such business, (iii)
becoming interested directly or indirectly in any such business, or (iv)
soliciting any customer of Employer for the benefit of a third party that is
engaged in such business.
11. OTHER BENEFITS. Employee shall be entitled to insurance benefits,
including
- health insurance
- disability insurance
as such benefits are provided in accordance with Employer policies in effect
from time to time.
12. TERM/TERMINATION. Employee's employment under this Agreement shall be
for an unspecified term.
13. COMPLIANCE WITH EMPLOYER'S RULES. Employee agrees to submit to all of
the rules and regulations of Employer.
14. RETURN OF RECORDS. Upon termination of this Agreement, Employee shall
deliver all property (including keys, records, notes, data, memorandum, models,
and equipment) that is in the Employee's possession or under the Employee's
control which is Employer's property or related to Employer's business.
15. NOTICES. All notices required or permitted under this Agreement shall
be in writing and shall be deemed delivered when delivered in person or
deposited in the United States mail, postage paid, addressed as follows:
Employer:
Xxxxxxxxxxx.xxx, Inc.
000 Xxx Xxxxx Xxxxxx
Xxx Xxxxx, XX 00000
Employee:
Xxxxxx Xxxxxx
0000 Xxxxx Xxxxx
Xxxxxxx Xxxx, XX 00000
Such addresses may be changed from time to time by either party by providing
written notice in the manner set forth above.
16. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written oral
agreements between the parties.
17. AMENDMENT. This Agreement may be modified or amended, if the amendment
is made in writing and is signed by both parties.
18. SEVERABILITY. If any provisions of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it
would become valid or enforceable, then such provision shall be deemed o be
written, construed, and enforced as so limited.
19. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
20. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of California.
Agreed this _____________ day of _____________, 19___.
Employer:
Xxxxxxxxxxx.xxx, Inc.
By: __________________________________________________
__________________________________________________
Employee:
By: /s/ Xxxxxx Xxxxxx
--------------------------------------------------
Xxxxxx Xxxxxx
