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EXHIBIT 10.29
CONFIDENTIAL
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This Employment Agreement (hereinafter the "Agreement") is made on effective as
of the 4th day of September, 2000 ("Effective Date")
between: viaLink International, Inc. , a Delaware corporation with its
place of business at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇ ("International")
and: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ of ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
("▇▇▇▇▇")
Recitals
WHEREAS, International desires to hire ▇▇▇▇▇ in the Position (as
hereinafter defined), and
WHEREAS, ▇▇▇▇▇ desires to be an employee of International, and
WHEREAS, The parties wish to set forth the terms and conditions of
▇▇▇▇▇'▇ employment with International.
NOW, THEREFORE, in consideration of the above premises and the mutual covenants
set out in this Agreement, the parties agree as follows:
1. Employment
1.1. International will employ ▇▇▇▇▇ and ▇▇▇▇▇ accepts such
employment, as President of International (hereinafter
referred to as the "Position") upon the terms and subject to
the conditions contained in this Agreement. ▇▇▇▇▇ acknowledges
and agrees that as President of International, ▇▇▇▇▇ may
further be required to perform the obligations set out in this
Agreement in favour of any Affiliate of International.
Wherever used in this Agreement, "Affiliate(s)" of
International" means a related body corporate or any company
in which International holds at least half of the issued
shares or equity interest.
2. Duties
2.1. ▇▇▇▇▇ shall perform all duties which are commensurate with the
Position and any other duties which may be reasonably assigned
to him by International's Chief Executive Officer ("CEO") from
time to time during the Term of this Agreement.
3. Covenants
3.1. ▇▇▇▇▇ shall devote his full time, attention, knowledge and
skills during normal business hours to the performance of his
duties and responsibilities in the Position and in furtherance
of the business and affairs of International.
3.2. During the Term of this Agreement, ▇▇▇▇▇ shall not directly or
indirectly engage in, and shall not knowingly solicit any
employees of International or any Affiliate of International
to engage in any commercial activities which are in any way in
competition with the business or activities of International,
or which in any way
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interfere with the performance of ▇▇▇▇▇'▇ duties or
responsibilities under this Agreement.
3.3. ▇▇▇▇▇ shall at all times be subject to, observe and carry out
such rules, regulations, policies, directions and restrictions
as International may from time to time establish and those
imposed by any applicable law.
3.4. Confidential Information
3.4.1. In this Agreement:
"Confidential Information" shall mean any Trade
Secrets (as hereinafter defined), know-how, data,
formulas, processes, business and/or technical
information, customer lists, software, financial
information, business methods, plans and operations,
customer data or information, and the ideas, methods
and techniques incorporated within, and any or all
expressions of all of the foregoing, of
International, of any Affiliate(s) of International
and/or of any of their respective customers
(regardless of the medium in which any such
Confidential Information is recorded or communicated
and regardless of whether or not it is marked or
identified as confidential).
"Trade Secrets" includes all proprietary information
not generally known in the industry in which
International or any Affiliate of International is
engaged or may become engaged, including, without
limitation, information relating to International's
or Affiliates of International's business affairs,
finances, properties, methods of operation, software
developed, owned or used by International, sources of
and arrangements for hardware supplied to clients,
submission and proposal procedures, International's
or Affiliates of International's client or contact
lists, commercial information supplied to
International or Affiliates of International by their
clients, and other confidential information
respecting or otherwise relating to the business or
affairs of International or Affiliates of
International. Confidential Information shall not
include, however, information which (i) is or becomes
generally available to the public other than as a
result of a disclosure by ▇▇▇▇▇ in violation of this
Agreement; (ii) was available to ▇▇▇▇▇ on a
nonconfidential basis prior to its disclosure to
▇▇▇▇▇; (iii) becomes available to ▇▇▇▇▇ on a
nonconfidential basis from a person other than
International, an Affiliate of International or one
of their respective customers who is not otherwise
bound by a confidentiality agreement regarding such
Confidential Information, or (iv) was independently
developed by ▇▇▇▇▇ without reference to or by use of
the Confidential Information.
3.4.2. ▇▇▇▇▇ agrees and acknowledges that any such
Confidential Information or Trade Secrets of
International or any Affiliates of International,
whether or not directly disclosed to ▇▇▇▇▇ at any
time before or during the Term of this Agreement
shall be subject to the terms and conditions of this
Agreement.
3.4.3. ▇▇▇▇▇ further acknowledges and agrees that the
business and goodwill of International and the
Affiliates of International depend upon the
protection of such Confidential Information. Except
when directed in writing to do otherwise by
International's CEO, or as required by law, court
order or
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subpoena, ▇▇▇▇▇ shall keep confidential and shall not
use, disclose or divulge to any other person or
entity, during the term of this Agreement or at any
time thereafter, any Confidential Information. In any
case where ▇▇▇▇▇ is compelled by law, court order or
subpoena to disclose any Confidential Information to
any third person, ▇▇▇▇▇ shall advise International
promptly in writing in advance of any such disclosure
such that International, any applicable Affiliate of
International, or any other party having an interest
in the protection of such Confidential Information,
may seek protective orders, exceptions or similar
relief prohibiting or limiting disclosure or
constraining the recipient of any Confidential
Information required to be disclosed.
3.4.4. Upon termination of this Agreement, ▇▇▇▇▇ shall, at
International's option, turn over to International or
destroy, as International may in its sole discretion
direct, all copies (including electronic copies) of
Confidential Information (including any materials
which contain Confidential Information) and Work
Product (as defined in section 3.5) in the possession
of or under the control of ▇▇▇▇▇, and he shall not
retain any copies or portions thereof.
3.5. Work Product
3.5.1. Any and all inventions, improvements, developments,
discoveries, copyrightable works, or contributions
thereto, including without limitation, any written
works, software products or code, images, designs,
and/or instructions, whether or not they are the
subject of patent or copyright or other proprietary
rights protection under any national, state, local or
foreign law(s), which are created in whole or part by
▇▇▇▇▇ during the Term of this Agreement relating to
the business of International or any Affiliate of
International ("Work Product") shall be the sole and
exclusive property of International and shall belong
to International free and clear from all right, title
and interest of any other person, including, without
limiting the generality of the foregoing, ▇▇▇▇▇.
3.5.1.1. ▇▇▇▇▇ shall not retain any right, title,
interest or any right to use any of the Work
Product. ▇▇▇▇▇ shall promptly and fully
disclose to International all the Work
Product. ▇▇▇▇▇ acknowledges that all Work
Product shall be a work for hire. Moreover,
▇▇▇▇▇ conveys, transfers and assigns all
rights, title and interest in and to any
Work Product to International and further
agrees:
3.5.1.1.1. to execute any written assignment
or other agreement International
deems necessary at any time to
effect the foregoing (and appoints
International as ▇▇▇▇▇'▇ attorney
for the purpose of this clause);
and
3.5.1.1.2. to obtain or uphold, for
International's benefit, all
copyright, patent, and/or other
rights of International in such
Work Product. Notwithstanding
anything to the contrary herein,
inventions, works of authorship or
other property that ▇▇▇▇▇ made
prior to the commencement of his
employment with International are
excluded from the scope of this
Agreement.
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3.6. Good faith. ▇▇▇▇▇ shall at all times act in good faith and in
the best interests of International and not for any improper
purpose. ▇▇▇▇▇ shall at all times act in a professional manner
and shall not do, or permit to be done, anything which may
bring International, an Affiliate of International, or the
business or affairs of any of them into disrepute
3.7. Compliance. ▇▇▇▇▇ is and shall at all times remain in
compliance with any and all applicable national and/or state
laws, rules or regulations regarding ▇▇▇▇▇'▇ eligibility for
employment and/or continued employment with International.
▇▇▇▇▇ specifically warrants that he currently possesses a
"green card" that will allow him to obtain whatever permits
necessary to allow him to work in the United States as
required by International during the Term of this Agreement.
3.8. ▇▇▇▇▇ warrants and represents that the execution of this
Agreement and the performance of his duties hereunder do not
and will not be in violation of or otherwise cause a violation
of any agreement, term or condition of any other agreement
that he has with any third party.
3.9. Injunction
3.9.1. ▇▇▇▇▇ acknowledges that disclosure, in breach of this
Agreement, of any Confidential Information or Work
Product by ▇▇▇▇▇ will give rise to irreparable
injury, which is inadequately compensable in damages,
to International and/or the owner of such
Confidential Information. Accordingly, International
or such other party, in addition to any other
remedies that are elsewhere granted in this Agreement
or at law or in equity, may seek and obtain
injunctive relief against the breach or threatened
breach of:
3.9.1.1. this Section 3 of the Agreement;
3.9.1.2. any infringement upon any intellectual
property rights of International or of any
of its Affiliates; and/or
3.9.1.3. any other breach of any term, covenant,
condition, warranty or representation of
this Agreement relating thereto.
3.10. ▇▇▇▇▇ shall not acquire, use, copy, or misappropriate any
trade secret or proprietary information belonging to any other
company or person and shall not cause, encourage or induce
International to acquire, use, copy, or misappropriate any
trade secret or proprietary information belonging to any other
company or person.
4. Compensation
4.1. As full compensation for ▇▇▇▇▇'▇ services under this
Agreement and in exchange for his promises contained in this
Agreement, during the Term of this Agreement, International
shall compensate ▇▇▇▇▇ in the manner set out below. Each of
the amounts set out below shall be subject to any withholding
or other deductions authorized or required by law.
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4.1.1. As of the Effective Date, ▇▇▇▇▇ shall be entitled to receive
an annualised salary of two hundred and fifty thousand dollars
($250,000) which shall be earned and payable bi-weekly. Such
salary shall be increased to an annualised salary of three
hundred thousand dollars ($300,000), to become effective only
upon his relocation to the United States as set forth in
Section 15.1 hereof ("Relocation").
4.1.2. Subject to the other terms of this Section 4.1.2, and
beginning with the first full quarter following the Effective
Date, if ▇▇▇▇▇ satisfies the criteria established by, and at
the sole discretion of the CEO ("Criteria"), ▇▇▇▇▇ shall also
be eligible to receive a bonus ("Bonus"). The Criteria for a
given quarter shall be established by the CEO in consultation
with ▇▇▇▇▇ prior to the commencement of the relevant quarter.
After such consultation, ▇▇▇▇▇ shall reduce the agreed
Criteria to writing ("Written Criteria") and shall deliver
such Written Criteria to International's CEO. Unless
International's CEO advises ▇▇▇▇▇ in writing within ten days
of the receipt of such Written Criteria of any changes
thereto, such Written Criteria shall be deemed to be the
Criteria for such quarter. To the extent that the CEO of
International makes any changes to such Written Criteria, the
same shall be reduced to writing by the CEO ("Altered Written
Criteria") and delivered to ▇▇▇▇▇ within said ten day period.
In the later event, the Altered Written Criteria shall be the
Criteria for that quarter. The Bonus, if earned according to
the foregoing, shall accrue and be calculated and paid
quarterly. Any payment due for a quarter under this Section
4.1.2 shall be paid not later than the next regular payroll
after the sixtieth (60th) day following the end of the quarter
for which any Bonus amount is earned. To the extent that any
Bonus is earned for any quarter commencing prior to ▇▇▇▇▇'▇
Relocation, such Bonus for any such quarter period shall be
one hundred percent (100%) of ▇▇▇▇▇'▇ salary for such quarter.
To the extent that any Bonus is earned for any quarter
commencing on or after ▇▇▇▇▇'▇ Relocation, the Bonus for any
such quarter shall be seventy five percent (75%) of ▇▇▇▇▇'▇
salary for such quarter. To the extent that Relocation occurs
during a quarter, any Bonus for such quarter shall be prorated
using the applicable percentages. The quarters will begin on
the first days of January, April, July and October each year.
Notwithstanding anything to the contrary in this Section
4.1.2, in order to be eligible to receive a Bonus, ▇▇▇▇▇ must:
4.1.2.1. be an employee of International under this Agreement
at the end of the relevant quarter; and
4.1.2.2. not otherwise be in breach of ▇▇▇▇▇'▇ obligations
under this Agreement so as to make this Agreement
terminable for Cause by International pursuant to
Section 6.3.
4.1.3. ▇▇▇▇▇ shall be entitled to two (2) weeks paid vacation during
each calendar year of the Term of this Agreement. This leave
entitlement is not in addition to any entitlement at law.
4.1.4. International shall pay ▇▇▇▇▇ a one-time signing bonus in the
amount of fifty thousand dollars ($50,000) which shall be
payable within thirty days after the Effective Date of this
Agreement. In the event that ▇▇▇▇▇ terminates this
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Agreement without cause at any time during the first twelve
(12) months of this Agreement, or if International terminates
this Agreement with cause at any time during the first
twenty-four months of this Agreement, ▇▇▇▇▇ shall repay such
signing bonus to International, which shall be due upon the
effective date of such termination.
4.1.5. The viaLink Company ("viaLink") shall grant to ▇▇▇▇▇
a nonqualified option to purchase Three hundred
thousand (300,000) shares of viaLink common stock
("Grant"); provided however, such Grant shall be
subject to ▇▇▇▇▇ commencing employment with
International pursuant to this Agreement, and the
execution of ▇▇▇▇▇ of the Notice of Grant in the form
attached hereto as Exhibit A. Such Grant shall be
subject to the terms, covenants and restrictions
contained in this Agreement, in The viaLink Company's
1999 Stock Option Plan ("Plan") and in such Notice of
Grant and Stock Option Agreement relating thereto.
5. Non-competition
5.1. In consideration for the benefits accruing to ▇▇▇▇▇ pursuant
to this Agreement (including the payment of salary and the
Grant) and for the purposes of protecting the Confidential
Information, both during the Term of this Agreement and until
one (1) year after the termination or expiration of this
Agreement, ▇▇▇▇▇ shall not, directly or indirectly, alone, or
as a partner, officer, director, employee, stockholder,
consultant or agent of any other person solicit the employment
of, any employee of International, or any Affiliate of
International, or cause any such employee to terminate such
employee's relationship, without the prior written approval of
International.
6. Duration and Termination
6.1 Unless earlier terminated pursuant to the provisions of this
Agreement, the term ("Term") of this Agreement shall commence
on the Effective Date and shall continue until the 31st day of
August, 2002, inclusive, and, unless terminated pursuant to
the terms of this Section 6.1, shall then be automatically
renewed on a year to year basis unless one party notifies the
other party in writing at least thirty (30) days prior to the
end of the then current primary or renewal Term (as the case
may be) that it will not renew this Agreement at the end of
such then current Term. If either party gives notice pursuant
to this Section 6.1 to terminate at the end of a then current
Term, no additional salary or benefits shall be due to ▇▇▇▇▇
at the end of such Term. For purposes of this Agreement,
"Term" shall refer to both the primary term and any renewal
term(s), as the case may be.
6.1.1 It is further agreed and understood that this
Agreement may be terminated by either party without
cause at any time forty-five (45) days or more prior
to the end of the then current Term by giving written
notice to the other party ("Early Termination
Notice"). In the event such Early Termination Notice
is given, the effective date of such termination
shall be thirty (30) days from the date such Early
Termination Notice is given ("Early Termination
Effective Date").
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6.1.1.1 In the event that ▇▇▇▇▇ exercises his rights under
Section 6.1.1., ▇▇▇▇▇ shall not be entitled to any
salary or benefits of any kind or nature after the
Early Termination Effective Date.
6.1.1.2 In the event that International or any successor-in
interest to International exercises its right
pursuant to Section 6.1.1 to terminate this Agreement
without cause, whether or not as a result of or in
conjunction with a Corporate Transaction (as
hereinafter defined), International or its successor
in interest (as the case may be), within sixty (60)
days following the giving of such Early Termination
Notice, shall pay ▇▇▇▇▇ an amount equal to twelve
months of his then current annual salary (not
including bonuses, stock options or benefits) plus an
amount equal to all accrued and/or vested benefits as
of the Early Termination Effective Date, if any,
including such benefits as vacation or pension
benefits (but not bonus or stock options) ("Lump
Sum") and ▇▇▇▇▇ shall not be entitled to any other
salary or benefits. Moreover, to the extent
International or its successor-in-interest exercises
such right to terminate this Agreement without cause
within thirty (30) days after the consummation of a
Corporate Transaction (as hereinafter defined), in
addition to such Lump Sum, International or its
successor in interest, as the case may be, shall also
pay ▇▇▇▇▇, at the same time it pays the Lump Sum, an
additional payment equal to twelve times the medical
insurance premiums being paid by International for
▇▇▇▇▇ as of the Early Termination Effective Date plus
an amount equal to twelve months of ▇▇▇▇▇'▇ then
current Car Allowance (as defined in Section 15.1),
plus twelve months of any pension benefits for which
▇▇▇▇▇ is eligible, being paid as of the date such
Early Termination Notice was given ("Benefits Lump
Sum"). Notwithstanding anything to the contrary
herein, International may elect to pay the Lump Sum
and/or the Benefits Lump Sum in twelve equal
instalments with the first such payment being made as
of the effective date of any such termination. As
used in this Section 6.1.1.2, the term "Corporate
Transaction" shall mean either of the following
shareholder-approved transactions by The viaLink
Company: (i) a merger or consolidation in which
securities possessing more than fifty percent (50%)
of the total combined voting power of The viaLink
Company's outstanding securities are transferred to a
person or persons (other than a holding company
established by The viaLink Company to own the stock)
different from the persons holding those securities
immediately prior to such transaction, or (ii) the
sale, transfer or other disposition of all or
substantially all of The viaLink Company's assets in
complete liquidation or dissolution of International.
6.1.1.3 Notwithstanding anything to the contrary in this
Agreement, the right of ▇▇▇▇▇ to any stock options
upon termination or expiration of this Agreement
shall be governed by the terms, covenants and
conditions of the applicable Notice of Grant, Stock
Option Agreement and Stock Option Plan under which
the stock options were granted.
6.1.1.4 It is agreed and understood that nothing in this
Section 6.1 or its subsections shall prevent a party
from exercising its rights to terminate this
Agreement for "Cause" as allowed by this Agreement.
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6.1. Notwithstanding Section 6.1 or anything to the contrary in
this Agreement, this Agreement shall immediately terminate,
and all rights, benefits and obligations under it shall cease,
in the event of ▇▇▇▇▇'▇ death, except such rights of ▇▇▇▇▇
which have accrued as of the date of death.
6.2. Notwithstanding anything to the contrary in this Agreement,
International may terminate this Agreement and all ▇▇▇▇▇'▇
rights, benefits and obligations hereunder shall cease, except
such rights of ▇▇▇▇▇ which have accrued as of the date of
disability, if a mutually acceptable physician determines that
▇▇▇▇▇ is unable to substantially perform his usual and
customary duties under this Agreement for more than three (3)
consecutive months in any calendar year.
6.3. In addition to the other rights granted to International under
this Agreement, International shall have the right to
immediately terminate this Agreement in any of the following
events, each of which shall constitute "Cause". Cause
includes:
6.3.1. breach by ▇▇▇▇▇ of Sections 3.2, 3.4, 3.5, 3.7 or 3.8
of this Agreement; or
6.3.2. a conviction, plea of guilty, plea to a lesser charge
in lieu of a felony, of a felony, a crime involving
fraud or misrepresentation, the effect of which is
likely to materially adversely affect International;
or
6.3.3. violation of any law which affects or impinges on
▇▇▇▇▇'▇ performance or results in liability to
International; or
6.3.4. abuse of alcohol or other pharmaceutical drugs, or
the illegal use of drugs or other prohibited
substances or
6.3.5. ▇▇▇▇▇'▇ material breach of any of his other duties
under this Agreement, where ▇▇▇▇▇ has been notified
in writing of the breach and has failed or refused to
rectify the breach within thirty (30) days.
7. Successors and Assigns
7.1. The rights and obligations of International under this
Agreement shall run in favor of and shall be binding upon
International, its successors, assigns, nominees or other
legal representatives. ▇▇▇▇▇ may not assign his rights and
obligations under this Agreement, nor may he delegate the
same.
7.2. International may assign its rights and obligations under this
Agreement without the consent of ▇▇▇▇▇.
8. Severability
8.1. If any provision of this Agreement is adjudged by any court of
competent jurisdiction to be invalid or unenforceable for any
reason, such judgment shall not affect, impair or invalidate
the remainder of this Agreement.
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9. Headings
9.1. The headings in this Agreement are for convenience only and
shall not be construed as part of this Agreement or to limit
or otherwise affect the meaning hereof.
10. Execution in Counterparts
10.1. This Agreement may be executed by the parties hereto in
counterparts, each of which shall be deemed to be original,
and all such counterparts shall constitute one and the same
instrument, and all signatures need not appear on any one
counterpart.
11. Jurisdiction and Choice of Laws
11.1. In any event, this Agreement shall be construed in accordance
with and governed by the laws of the state of California,
without giving effect to principles of conflicts of law
thereunder, except those directing application of California
law.
12. Non-waiver
12.1. The waiver of any violation or breach of this Agreement by
either party hereto shall not be deemed to be a waiver of any
continuing violation or breach or a waiver of any other
violation or breach of this Agreement.
13. Resolution of Disputes
13.1. Any controversy or claim arising out of or relating to this
Agreement, or its breach, validity or interpretation, except
claims for injunctive relief and/or claims involving necessary
third parties who refuse to participate, shall be settled by
binding arbitration in accordance with the then current rules
for arbitration of employment disputes of the American
Arbitration Association ("AAA"), subject, however, to the
following:
13.1.1. Within 15 days after the commencement of arbitration,
each party shall select one person to act as an
arbitrator and the two selected persons shall select
a third arbitrator ("Neutral Arbitrator") within 10
days of their appointment. If the arbitrators
selected by the parties are unable or fail to agree
upon the third arbitrator, the Neutral Arbitrator
shall be selected by the AAA. The Neutral Arbitrator
shall be a person with experience in handling
disputes relating to the employment contracts of
corporate executives.
13.1.2. The location for the arbitration shall be at such
location in Los Angeles, California as designated by
the AAA.
13.1.3. The arbitration award shall be binding on the parties
and may be enforced in any court of competent
jurisdiction.
13.1.4. The arbitrators will not have the authority to, nor
shall they, award any damages in excess of what could
be awarded in a court of law; provided, to the extent
allowable by law, each party hereby waives the right
to recover punitive damages.
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13.1.5. In resolving all disputes between the parties, the
arbitrators will apply the laws of the State of
California and/or the applicable United States law,
as the case may be.
14. This Agreement has been negotiated by the parties and their respective
counsel and will be interpreted fairly and in accordance with its terms
and without strict construction in favor of or against either party.
15. Special Conditions
15.1. On or before six months following the Effective Date, ▇▇▇▇▇
shall move to the Los Angeles, California or Newport Beach,
California metropolitan areas in the United States
("Relocation"). It is anticipated that International will
require ▇▇▇▇▇ to spend approximately six weeks at its
headquarters in Dallas, Texas immediately prior to ▇▇▇▇▇'▇
move to California. If in fact International so requires ▇▇▇▇▇
to spend such time in Dallas Texas immediately prior to his
move to California, such Relocation shall be deemed to have
occurred at the commencement of such assignment to Dallas,
Texas. Until such Relocation, ▇▇▇▇▇ shall perform his duties
from a location in Singapore designated by International.
International shall pay ▇▇▇▇▇'▇ reasonable relocation costs
for such Relocation in accordance with and upon the terms and
conditions set out in International's Domestic Relocation
Policy, a copy of which is attached hereto as Exhibit B.
Additionally, upon such Relocation to California, and then
throughout the remaining Term of this Agreement, International
shall, subject to the appropriate withholdings for federal
and/or state taxes, pay ▇▇▇▇▇ a seven hundred dollar ($700)
per month allowance for automobile transportation.
15.2. Until such Relocation, International, at its cost, shall
provide ▇▇▇▇▇ with suitable lodging in Singapore as reasonably
determined by International. Additionally, International will
pay for the heat, electricity and water costs associated
therewith.
15.3. During the Term of this Agreement, International shall provide
medical insurance for ▇▇▇▇▇ with a medical insurance carrier
determined by International. The benefits thereunder shall be
reasonably similar to those provided to senior executives in
The viaLink Company.
15.4. During the Term of this Agreement, International shall pay or
reimburse ▇▇▇▇▇ for reasonable expenses incurred by ▇▇▇▇▇ in
preparing and filing his tax returns in Singapore and the
United States for tax years within the term of this Agreement.
15.5. ▇▇▇▇▇ shall be paid his travelling costs, where such
travelling is required in connection with ▇▇▇▇▇'▇ employment
as allowed and approved in advance in writing by
International.
16. This Agreement and the documents attached hereto and/or referenced
herein, including without limitation the Notice of Grant referenced in
Section 4.1.5, contain the entire agreement between the parties hereto
relating to the employment of ▇▇▇▇▇ by International. No modification
of this Agreement or of the terms and conditions hereof shall be
binding upon either party hereto, unless approved in writing by each
such party.
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17. All notices, reports, requests, acceptances and other communications
required or permitted under this Agreement will be in writing and shall
be sufficient only if personally delivered, delivered by a major
commercial overnight delivery courier service (such as Federal Express)
or mailed, postage or charges prepaid, by certified or registered mail,
return receipt requested to a party at its address as first set forth
above. A party may change its notice address by giving notice thereof
pursuant to this Section.
18. In addition to any other Sections of this Agreement which survive
pursuant to their terms, Sections 3.4, 3.5, 3.9, 5.1, 6.1, 8-14
(inclusive), Sections 16-17 and this Section 18 shall survive the
termination or expiration of this Agreement.
IN WITNESS HEREOF, the parties hereto have executed and delivered this Agreement
as of the day and year first above written.
For and on behalf of )
viaLink International , Inc ) /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
by: ) ------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Date:
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Witness
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Witness ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Date: 15 Sept. 2000
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NOTICE AND ACKNOWLEDGEMENT OF RIGHTS REGARDING INVENTIONS
The undersigned ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is hereby notified that pursuant to
the provisions and requirements of the California Labor Code, Section 2872, the
definition of Work Product contained in Sections 3.6.1 of the above Employment
Agreement shall not apply to any invention which qualifies fully under the
provisions California Labor Code Section 2870 ("Notification").
The undersigned ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ hereby acknowledges receipt of the
above Notification.
15 Sept. 2000 /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Date ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
