EXHIBIT 10.19
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made effective as of July
07, 2003, by and between Gateway Distributors ("Gateway"), of 0000 X. Xxxxxxx
Xx., Xxx Xxxxx, Xxxxxx, 00000 and Xxxxxx Xxxxxxxxx ("Xxxxxx"), of 0000
Xxxxxxxxxx Xxxx Xx., Xxxxxxxx, Xxxxxxxxx, 00000.
A. Gateway is engaged in the business of Vitamin and Supplement
Distribution. Xxxxxx will primarily perform the job duties at the
following location: 0000 X. Xxxxxxx Xx., Xxx Xxxxx, Xxxxxx.
B. Gateway desires to have the services of Xxxxxx.
X. Xxxxxx is willing to be employed by Gateway.
Therefore, the parties agree as follows:
1. EMPLOYMENT. Gateway shall employ Xxxxxx as a(n) Account Executive. Xxxxxx
shall provide to Gateway the following services: To promote and sell
products provided by Gateway Distributors and/or the Right Solution. Xxxxxx
accepts and agrees to such employment, and agrees to be subject to the
general supervision, advice and direction of Gateway and Gateway's
supervisory personnel. Xxxxxx shall also perform (i) such other duties as
are customarily performed by an employee in a similar position, and (ii)
such other unrelated services and duties as may be assigned to Xxxxxx from
time to time by Gateway.
2. BEST EFFORTS OF EMPLOYEE. Xxxxxx agrees to perform faithfully,
industriously, and to the best of Blaine'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 Gateway. Such
duties shall be provided at such place(s) as the needs, business, or
opportunities of Gateway may require from time to time.
3. COMMISSION PAYMENTS. Gateway will make commission payments to Xxxxxx based
on 15% of Net Profit on total sales of company (Sale price minus Cost of
Goods). This commission will be paid semi-monthly on the tenth day and the
twenty-fifth day of the month, each payment corresponding to the
semi-monthly period that ended approximately fifteen days prior to the
payment date.
A. Accounting. Gateway shall maintain records in sufficient detail for
purposed of determining the amount of the commission. Gateway shall
provide to Xxxxxx a written accounting that sets forth the manner in
which the commission payment was calculated.
B. Right to Inspect. Xxxxxx, or Xxxxxx'x agent, shall have the right to
inspect Gateway's records for the limited purpose of verifying the
calculation of the
commission payments, subject to such restrictions as Gateway may
reasonably impose to protect the confidentiality of the records. Such
inspections shall be made during reasonable hours as may be set by
Gateway.
C. Death of the Employee. If Xxxxxx dies during the term of this
Agreement, Xxxxxx shall be entitled to payments or partial commission
payments for the period ending with the date of Blaine's death.
4. EXPENSE REIMBURSEMENT. Gateway will reimburse Xxxxxx for "out-of-pocket"
expenses incurred by Xxxxxx in accordance with Gateway's policies in effect
from time to time.
5. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Xxxxxx shall provide Gateway
with all information, suggestions, and recommendations regarding Gateway's
business, of which Xxxxxx has knowledge, that will be of benefit to
Gateway.
6. CONFIDENTIALITY. Xxxxxx recognizes that Gateway has and will have
information regarding the following:
- inventions
- products
- product design
- processes
- technical matters
- trade secrets
- copyrights
- customer lists
- prices
- costs
- discounts
- business affairs
- future plans
- issues related to the sale of Company Stock
and other vital information items (collectively, "Information") which are
valuable, special and unique assets of Gateway. Xxxxxx agrees that Xxxxxx will
not at any time or in any manner, either directly or indirectly, divulge,
disclose, or communicate any Information to any third party without the prior
written consent of Gateway, Xxxxxx will protect the Information and treat it s
strictly confidential. A violation by Xxxxxx of this paragraph shall be a
material violation of this Agreement and will justify legal and/or equitable
relief.
7. CONFIDENTIALITY AFTER TERMINATION OF EMPLOYMENT. The confidentiality
provisions of this Agreement shall remain in full force and effect for a
90-day period after the termination of Blaine's employment. During such
90-day period, neither party shall make pr permit the making of any public
announcement or
statement of any kind that Xxxxxx was formerly employed by or connected
with Gateway.
8. EMPLOYEE'S INABILITY TO CONTRACT FOR EMPLOYER. Xxxxxx shall not have the
right to make any contracts or commitments for or on behalf of Gateway
without first obtaining the express written consent of Gateway.
9. BENEFITS. Xxxxxx shall be entitled the employment benefits, including
disability insurance as provided by Gateway's policies in effect from time
to time.
10. TERM/TERMINATION. Blaine's employment under this Agreement shall be for an
unspecified term on an "at will" basis. This Agreement may be terminated by
Gateway upon 30 days written notice, and by Xxxxxx upon 30 days written
notice. If Gateway shall so terminate this Agreement, Xxxxxx shall be
entitled to compensation for 30 days beyond the termination date of such
termination, unless Xxxxxx is in violation of this Agreement. If Xxxxxx is
in violation of this Agreement, Gateway may terminate employment without
notice and with compensation to Xxxxxx only to the date of such
terminations. The compensation paid under this Agreement shall be Blaine's
exclusive remedy.
11. TERMINATION FOR DISABILITY. Gateway shall have the option to terminate
this Agreement, if Xxxxxx becomes permanently disabled and is no longer
able to perform the essential functions of the position with reasonable
accommodation. Gateway shall exercise this option by giving 30 days written
notice to Xxxxxx.
12. COMPLIANCE WITH EMPLOYER'S RULES. Xxxxxx agrees to comply with all of the
rules and regulations of Gateway.
13. RETURN OF PROPERTY. Upon termination of this Agreement, Xxxxxx shall
deliver to Gateway all property which is Gateway's property or related to
Gateway's business (including keys, records, notes, data, memoranda,
models, and equipment) that is in Blaine's possession or under Blaine's
control. Such obligation shall be governed by any separate confidentiality
or proprietary rights agreement signed by Xxxxxx.
14. NOTICES. All notices required or permitted under this Agreement shall be
in writing and shall be deemed delivered when delivered in person or on the
third day after being deposited in the United States mail, postage paid,
address as follows:
Employer:
Gateway Distributors
Xxx Xxxxxx
C.O.O.
0000 X. Xxxxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000
Employee:
Xxxxxx Xxxxxxxxx
0000 Xxxxxxxxxx Xxxx Xxxx
Xxxxxxxx, Xxxxxxxxx 00000
Such addresses may be changed from time to time by either party by
providing written notice in the manner set forth above.
15. 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 or oral agreements between the parties.
16. AMENDMENT. This Agreement may be modified or amended, if the amendment is
made in writing and is signed by both parties.
17. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or enforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provisions
for this Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid or enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.
18. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of the Agreement shall not be construed as a waiver or limitation
of that party's right to subsequently enforcer and compel strict compliance
with every provision of this Agreement.
19. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of Nevada.
