EXHIBIT 99.1
Sector Communications, Inc.
0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
As of June 20, 2001
Xxxxxxx Xxxxxxxx Xxxxxx
c/x Xxxxxx, Xxxxxx Xxxxxxx
00 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxx X0X0X0
Xxxxxx
Attention: Xxxx Xxxxxxxx
Dear Xx. Xxxxxx:
This will confirm the agreement between you, individually and doing business as
BEE Multimedia, 0000-0000 Xxxxxx Inc., and any and all other corporations and
other entities controlled in whole or in part by you (jointly and severally
"you" or "your", as appropriate), and Sector Communications, Inc. ("we", "us" or
"our", as appropriate) as follows:
1. You hereby sell, assign, transfer and convey to us and our successors and
assigns, exclusively and in perpetuity all right, title and interest, of
whatsoever kind and nature, in and to all assets, properties, and business,
arising from, in connection with and related to the so-called EnterVision
product line and so-called compression technology developed, created and/or
owned by you, wherever located, including without limitation any and all
computer software, servers and other computer hardware, trademarks, copyrights,
web sites, URLs, goodwill, accounts receivable, that certain software code which
is the subject of United States copyright registration number TXU964525 and of
Canadian copyright registration 485229, the trade name "EnterVision" which is
the subject of United States trade xxxx registration serial number 78001539, now
being published for opposition, the so-called EnterVision Professional
Broadcasting System, EnterVision Professional Broadcasting System Mini, ET Video
Conferencing System, EnterVision Professional Broadcasting System Starter,
EnterVision Home Broadcaster, EnterVision Radio Broadcaster, and The Television
(collectively the "Assets").You hereby agree to make, execute, acknowledge and
deliver and to cause to be made, executed, acknowledged and delivered to us such
further assignments, agreements, releases and other documents and instruments as
may reasonably be required by us to more fully evidence, carry out or effectuate
the purposes and intents hereof or any of our rights hereunder, and upon your
failure promptly to do so, you hereby appoint us your attorney-in-fact for such
purposes (acknowledging that such appointment is coupled with an interest and is
irrevocable).
2. You hereby represent and warrant that the Assets being transferred hereby are
free and clear of any encumbrances or liens of any kind, that you have not
heretofore sold, assigned or in any way encumbered any of the Assets, and that
you will not hereafter sell assign or in any way encumber any of said Assets.
You further represent and warrant that you own any and all right, title and
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interest herein conveyed and that you are fully able, empowered and authorized
to sell and assign such right, title and interest herein conveyed to us. You
further represent and warrant that to your best knowledge at this time there is
no available product, software or other technology for transmission of visual
and audio material by means of the internet of comparable quality and commercial
application to the transmission thereof utilizing the EnterVision product line
and compression technology conveyed hereby to us by you.
3. You will indemnify, make good, save and hold us and our successors and
assigns harmless from and against any losses, damages, liabilities, causes of
action, costs, charges, attorney's fees, recoveries, actions, judgments,
penalties, expenses and other losses whatsoever which may be obtained against,
imposed upon or suffered by us and/or our successors and assigns, by reason of
the alleged breach of any warranty, covenant, agreement or representation herein
made by you. You agree that we are hereby exclusively empowered to appear in and
defend, in your name, in our name and otherwise, any and all claim(s), suit(s),
action(s) or proceeding(s) of any nature under or concerning the Assets or any
part thereof in which rights are asserted or alleged that are inconsistent with,
adverse to or in derogation of any of the rights herein conveyed or agreed to be
conveyed to us. Any recovery of damages, penalties or costs in respect of or
from infringement or violation of any copyright, trademark, or any other right,
title or interest herein conveyed or agreed to be conveyed to us, as a result of
any claim(s), suit(s), action(s), or proceeding(s) brought by or against you or
us hereunder, is hereby assigned to and shall be recoverable by and paid to us
and/or our successors and assigns. We, and our successors and assigns, are
hereby further empowered to bring, prosecute, or assert any claim(s), suit(s),
action(s) or proceeding(s) of any nature concerning the Assets, any right
therein and thereto or any part thereof in your name, in our name, or otherwise
and at our cost. Any recovery of damages, penalties or costs in respect of or
from any such claim(s), suit(s), action(s) or proceeding(s) brought, prosecuted,
or asserted by us hereunder, is hereby assigned to and shall be recoverable by
and paid to us and/or our successors and assigns.
3. As full and complete consideration for the sale, assignment, transfer and
conveyance to us of the Assets, and of your representations, warranties and
other covenants herein:
a. We shall pay you, or your designee, One Hundred Fifty Thousand US Dollars
(US$150,000), receipt of which in hand is hereby acknowledged;
b. In addition, we shall pay you a sum equal to 1.5% of 100% of the net profits,
as that term is defined hereinbelow, from exploitation of the Assets by us
during the first twelve month period from the date hereof, a sum equal to 1% of
100% of our net profits from exploitation of the Assets by us during the twelve
month period commencing on June 20, 2002, and a sum equal to 0.5% of 100% of our
net profits from exploitation of the Assets by us during the twelve month period
commencing on June 20, 2003. Said sums shall be payable to you quarterly, sixty
days in arrears. The term "net profits" shall mean gross receipts received by us
or any affiliated entity wholly-owned by us in United States Dollars or any
currency freely convertible into United States Dollars from all sources
whatsoever in connection with the exploitation of the Assets, after first
deducting therefrom all costs directly incurred by us in connection therewith
and a reserve for reasonably foreseeable future costs in connection therewith.
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It is contemplated that exploitation of the Assets shall be undertaken, and the
results and proceeds thereof received, by a wholly-owned subsidiary Nevada
corporation to be known as EnterVision, Inc. and that net profits will be
evidenced by EnterVision, Inc.'s profit and loss statement. You shall have the
right, at your sole cost and expense, to cause our books and records, including
those of EnterVision, Inc., all of which shall be maintained at our principal
offices, but only such books and records with respect to transactions pertaining
to the exploitation of the Assets, to be audited by any firm of certified public
accounts approved by us, such approval not to be unreasonably withheld, upon not
less than thirty (30) days' prior written notice of your intention to cause such
audit to be instituted No such audit shall be conducted more than once annually
nor shall any such audit be conducted with respect to any books and records
which shall have been previously audited or which shall reflect transactions
which shall have become final and binding. The conduct of any such audit shall
not continue for a period in excess of thirty (30) business days. A copy of any
report prepared in connection with any audit conducted hereunder shall be
delivered to us within five days after receipt thereof by you;
c. In addition, we shall issue to you or your designees five million (5,000,000)
shares of our common stock (the "Purchase Shares"), which shall be subject to
such resale or escrow restrictions as may be required pursuant to applicable
securities laws and regulations and to the applicable policies and rules of any
trading forum;
d. In addition, we shall cause Xxxxxxx Xxxxxxxx Xxxxxx ("Xxxxxx") to be elected
to a seat on our Board of Directors and a seat on the Board of Directors of
EnterVision, Inc. We, Xxxxxxx Xxxxx and Xxxxxxx Xxxxxxx each agree that to the
extent permitted by applicable law and regulation, we shall each cause Xxxxxx to
continue to be a member of the aforesaid Boards of Directors for so long as the
Assets are exploited by us; provided, however, that Xxxxxx shall be subject to
removal by reason of acts or omissions constituting malfeasance;
e. In addition, we shall engage Xxxxxx at an annual salary of One Hundred and
Twenty Thousand US Dollars (US$120,000) as Technology Chief Executive Officer of
EnterVision, Inc. pursuant to the employment agreement attached hereto as
Exhibit A and incorporated herein by this reference;
f. In addition, in consideration for additional, separate compensation with
respect to the conveyance hereunder of the goodwill in connection with the
Assets, which separate consideration consists of the additional fixed sum of
Fifty Thousand United States Dollars ($50,000), receipt of which in hand is
hereby acknowledged by you, plus issuance to you or your designee of an
additional five million (5,000,000) shares of our common stock subject to the
same resale or escrow restrictions to which the Purchase Shares are subject, you
hereby agree to be bound by the terms and conditions set forth in the
non-competition and non-disclosure agreement attached hereto as Exhibit B and
incorporated herein by reference; and
g. In addition, we shall pay Xxxx Xxxxxxxxx on your behalf a finder's fee of
Twenty Thousand US Dollars (US$20,000) and issue to him two hundred and fifty
thousand (250,000) shares of our common stock subject to the same resale or
escrow restrictions to which the Purchase Shares are subject.
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4. As an inducement to you to enter into this agreement, we will advance all
your legal and accounting costs in connection our acquisition of the Assets, but
in no event more than Seventy Thousand Canadian Dollars (C$70,000), and upon
execution hereof we will advance to such attorney or attorneys as you shall
designate the sum of Twenty Thousand Canadian Dollars ($20,000) in connection
with such legal and accounting costs.
5. This agreement and any dispute, controversy or claim which arises under or
relates in any way to this agreement will be governed by, construed and enforced
in accordance with the laws of the State of California.
6. The parties irrevocably submit to the jurisdiction of the Federal or State
courts located in Los Angeles County, California, with respect to any legal
proceeding arising out of or in any way relating to this agreement. Such courts
shall have exclusive jurisdiction over any such proceeding. Notwithstanding the
foregoing, in the case of alleged breach of your covenants under Exhibit B, or
other alleged breach of this agreement related to our trade secrets, trademarks,
copyrights, confidential information or other intellectual property, we shall
have the right to seek all of our judicial remedies, both in equity and at law,
by an action or actions filed in any jurisdiction where such infringement,
misuse, breach, or other act or failure to act is claimed to have occurred.
Service of process with respect to any such proceeding may be effected by mail.
Except as prohibited by law, the parties each shall, and they hereby do,
expressly and irrevocably waive, and irrevocably agree to execute any and all
stipulations and/or other documents necessary or desirable to waive any and all
rights they may have to trial by jury in any litigation in connection with which
they are adverse parties. With respect to any matter for which a jury trial
cannot be waived, the parties each agree to assert no such claim as a
counterclaim in, nor move to consolidate such claim with, any action or
proceeding in which a jury trial is waived.
7. In the event any action, suit or proceeding arising from or related to this
agreement is brought by either party against the other, the prevailing party
will be entitled to recover from the other all attorneys' fees, costs and
expenses incurred, including without limitation those incurred in connection
with enforcing any judgment, award or other order.
8. In the event that any provision or part of a provision of this agreement is
determined to be illegal or unenforceable, the illegality or unenforceability of
such provision will not affect the validity or enforceability of any other
provision or part of a provision of this agreement.
9. a. None of the terms of this agreement may be waived except by an express
agreement in writing signed by each of the parties hereto. This agreement may
not be modified, renewed, extended or amended, in whole or in part, except
pursuant to a writing executed by both parties.
b This agreement may be signed in counterparts all of which will
collectively constitute one and the same document. If one party signs this
agreement and then transmits an electronic facsimile of the signature page to
the other party, the party who receives the transmission may rely upon the
electronic facsimile as a signed original of this agreement.
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c. Nothing contained in this agreement will be construed to constitute
the parties as partners, joint venturers, agents or representatives of one
another.
d. Waiver by either party hereto of any provision of this agreement,
will not constitute a waiver by such party of subsequent compliance with the
same or any other provision hereof.
e. No representations, express or implied, are made by either party
except those expressly set forth in this agreement. This agreement sets forth
the entire understanding and agreement between the parties concerning its
subject matter, and supersedes all prior or contemporaneous discussions,
understandings, representations, proposals and agreements concerning the same,
including without limitation that certain agreement dated February 14, 2001
between Xxxxxx and Xxxxxxx Xxxxxxx (the "Xxxxxx-Xxxxxxx Agreement"). It is
nevertheless agreed between Xxxxxx and Xxxxxxx Xxxxxxx that in the event we
relinquish the Assets transferred herein to Xxxxxx or said rights otherwise
revert to Xxxxxx, the rights in and to the Assets that revert to Xxxxxx shall
revert subject to the terms and conditions of the Xxxxxx-Xxxxxxx Agreement.
f. No provision of this agreement is to be interpreted for or against
either party because that party or that party's legal representative drafted
such provision.
g All notices and other communications required or authorized under
this agreement will be given in writing either by personal delivery, facsimile
directly followed by mail, or by registered mail or courier service addressed to
the party at the address indicated below or such other addresses as may
hereafter be specified by written notice delivered in accordance with the terms
hereof:
If to you: Xxxxxxx Xxxxxxxx Xxxxxx
c/o Xxxxxx, Xxxxxxx & XxXxxxxxxx
000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxxx
If to us: Xxxxxxx Xxxxx
Sector Communications, Inc.
0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
With a courtesy copy to: Xxxxx Xxxxxx, Esq.
0000 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
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h. In the event of any breach or alleged breach hereof by us, you
acknowledge and agree that your sole remedy shall be an action at law for
damages, if any, and you shall not have the right to terminate or rescind this
agreement or any of the rights granted hereunder or in any way to enjoin or
restrain the development, production, distribution or other exploitation of the
Assets and results and proceeds thereof.
If the foregoing accurately sets forth your understanding of our agreement,
please so indicate by signing where provided below.
Very truly yours,
Sector Communications, Inc.
By: /s/ Xxxxxxx Xxxxx
-----------------------
Xxxxxxx Xxxxx
Agreed to and Accepted:
/s/ Xxxxxxx Xxxxxxxx Xxxxxx
----------------------------
Xxxxxxx Xxxxxxxx Xxxxxx
individually and doing business as BEE Multimedia
0000-0000 Xxxxxx, Inc.
By: /s/ Xxxxxxx Xxxxxxxx Xxxxxx
----------------------------
The foregoing agreement is hereby ratified and confirmed by the undersigned to
the extent it affects each of them individually.
/s/ Xxxxxxx Xxxxxxx
---------------------------
Xxxxxxx Xxxxxxx
/s/ Xxxxxxx Xxxxx
---------------------------
Xxxxxxx Xxxxx
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EMPLOYMENT AGREEMENT
Exhibit A
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 20th day
of June, 2001, by and between XXXXXXX XXXXXXXX XXXXXX, an individual
("Employee"), and ENTERVISION, INC., a Nevada corporation ("Company").
1. Employment. The Company hereby employs Employee to render Employee's
exclusive services for Company as set forth in Section 4. below and Employee
hereby accepts such employment upon the terms and conditions hereinafter set
forth.
2. Term of Employment. Subject to the provisions for termination as hereinafter
provided, the term of Employee's employment hereunder by the Company shall
commence as of the date hereof, and continue until two weeks following the date
either party hereto shall deliver written notice to the other party to the
effect that the employment hereunder shall terminate, or until such other event
of termination as is set forth herein.
3.Compensation. For the services to be rendered by Employee during Employee's
employment by the Company, the Company shall pay to Employee compensation in the
form of a salary of Ten Thousand Dollars ($10,000) per month, payable on
Company's regular paydays in arrears. Company shall deduct from compensation to
be paid to Employee hereunder such income tax withholding and other deductions,
if any, as Company shall reasonably determine to be required by law.
0.Xxxxxxxx.
(a) Employee shall devote Employee's entire time, energy and ability to the
affairs of the Company, and shall perform such services as Company may require.
It is specifically agreed that Employee shall not hold herself out as having the
authority to bind Company with respect to any obligations.
(b) Employee shall not engage in any other business duties or pursuits
whatsoever, or directly or indirectly render any services of a business,
commercial, or professional nature, to any other person, organization, whether
for compensation or otherwise, without prior written approval of the Company.
(c) This agreement shall not be interpreted to prohibit Employee from making
passive personal investments or conducting private business affairs if those
activities do not materially interfere with the services required under this
agreement. However, Employee shall not directly or indirectly acquire, hold, or
retain any interest in any business competing with or similar in nature to the
business of Company.
5. Likeness. Employee hereby grants to Company the nonexclusive right during the
Term throughout the universe to use, and to license others to use, the name,
likeness, voice, other identification and biographical information of Employee
for informational purposes or in connection with the advertising, exploitation
and publicizing of the Company.
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6.Confidentiality. Employee shall not disclose the terms and conditions of this
agreement to any third party, except to Employee's attorneys, accountants and
other advisers, and to the extent she may be required to do so in connection
with customary disclosures in the ordinary course of Employee's personal
affairs, as, for example, in regard to loan applications, and by judicial
process.
7.Competition and Exclusivity. During the term of this contract Employee shall
not, directly or indirectly, either as an employee, employer, consultant, agent,
principal, partner, stockholder, corporate officer, director, member, managers,
or in any other individual or representative capacity, engage or participate in
any business that is in competition in any manner whatsoever with the business
of Company. Without limiting the foregoing, during the term of this Agreement
Employee shall not (i) render services to or on behalf of any other person or
firm for compensation, or (ii) permit Employee's name to be used by, nor engage
in or carry on any professional or business activities whatsoever, either on
Employee's own behalf or as a member of a partnership or limited liability
company, or as stockholder, officer or director of a company, or as an employee,
agent, associate or consultant of any person, partnership or company except only
pursuant hereto.
8.Compliance with Corporate Policy. Employee shall at all times observe, respect
and comply with the policy and procedure as set or determined from time to time
by the Company (whether orally or in writing) pertaining to the performance of
Employee's duties.
9.Equitable Relief. Employee hereby represents and agrees that the services to
be performed under the terms of this contract are of a special, unique, unusual,
extraordinary, and intellectual character that gives them peculiar value, the
loss of which cannot be reasonably or adequately compensated in damages in an
action at law. Employee therefore expressly agrees that Company, in addition to
any other rights or remedies that Company may possess, shall be entitled to
injunctive and other equitable relief to prevent or remedy a breach of this
contract by Employee.
10.Intellectual Property, Trade Secrets.
(a) Any and all materials pertaining or related to the Company or its business
created by Employee and any and all results and proceeds of the services of
Employee hereunder, including without limitation ideas and concepts, (the "Work
Product") will constitute specially commissioned works made for hire, which
works and the copyrights therein and thereto will be the property of Company as
the author thereof. To the extent sole and exclusive ownership of such
copyrights and other rights in and to the Work Product does not vest in Company
by virtue of the "work for hire" nature of Employee's engagement hereunder,
Employee hereby fully, unconditionally and absolutely assigns, and shall
immediately cause any independent contractor and other person or entity that
might be considered an author or joint author with respect to the Work Product
under United Sates or any other applicable copyright law, to fully,
unconditionally and absolutely assign in writing to Company all copyrights and
other rights Employee and/or such others may have or acquire in or to the Work
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Product in perpetuity throughout the universe, and Employee will immediately
deliver such written assignments to Company. Employee hereby waives in favor of
Company and assigns to Company, and will timely cause any independent contractor
and other person or entity that might be considered an author or joint author
with respect to the Work Product under United Sates or any other applicable
copyright law, to waive in favor of Company and assign to Company, all so called
"moral rights of authors", copyrights, copyright merger rights, and all similar
or dissimilar rights of every nature and kind which Employee and/or such others
may now or hereafter have in or in connection with any Work Product. The rights
of Company hereunder are irrevocable and without right of rescission by Employee
or reversion to Employee under any circumstances whatsoever. In the event of any
dispute between Employee and Company, Employee shall be limited to Employee's
remedies at law for damages, if any, and in no event shall Employee be entitled
to rescind the rights granted herein, restrain or enjoin the use and
exploitation of all or any part of the Work Product, or otherwise be entitled to
any injunctive relief by reason of any breach or alleged breach of this
agreement by Company or otherwise. Employee will immediately and without cost to
Company, execute, procure and deliver any other documents or instruments,
including, but not limited to notarized assignments, to confirm or further
evidence the foregoing. Employee hereby irrevocably appoints Company as
Employee's attorney-in-fact with full power to execute any such documents
Employee fails to execute and deliver.
The appointment, being a power coupled with an interest, is irrevocable.
(b) It is understood and agreed that Employee has had and will during the term
of this agreement have access to and become acquainted with the Company's
confidential and proprietary information and trade secrets, including but not
limited to Company's programs, processes, creations, inventions, terminology,
jargon, customer or client lists, advertising and promotion techniques,
financial information and other items of information. Such materials and
information constitute Company's trade secret confidential information. Employee
specifically agrees that Employee shall not misuse, misappropriate, or disclose
any such trade secrets, directly or indirectly, to any other person or use them
in any way, either during the term of this agreement or at any time thereafter,
except only as is specifically authorized and required in the course of
Employee's engagement hereunder. Employee acknowledges and agrees that the sale
or unauthorized use or disclosure of any of Company's confidential information,
proprietary information and/or trade secrets obtained by Employee heretofore or
during the course of Employee's engagement under this agreement, including
without limitation information concerning Company's current or any future or
proposed work, services, or products, the fact that any such work, services, or
products are planned, under consideration, or in production, as well as any
descriptions thereof, constitute unfair competition. Employee promises and
agrees not to engage in any unfair competition with Company, either during the
term of this agreement or at any time thereafter. Employee further agrees that
all files, lists, records, documents, drawings, specifications, equipment, and
similar items relating to Company's business, whether prepared Employee or
others, are and shall remain exclusively the property of Company and that they
shall be removed from the premises of Company only with the express prior
written consent of Company's Officers. Employee acknowledges that the use of
such items or solicitation of Company clients by Employee during the course or
after termination of Employee's engagement hereunder will materially and
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adversely affect the Company and all of its shareholders, economically and
otherwise. Upon termination of this agreement (or at such other time as Company
may request), Employee shall deliver to Company all memoranda, notes, records,
reports, correspondence, documents, other results and proceeds of Employee's
services hereunder, and/or information, whether in writing or recorded by any
other means or in any other medium, relating to Company's business, and all
copies of the foregoing, which Employee may then possess or have under
Employee's control. Employee will immediately and without cost to Company,
execute, procure and deliver any other documents or instruments, including, but
not limited to notarized assignments, to confirm or further evidence the
foregoing. Employee hereby irrevocably appoints Company as Employee's
attorney-in-fact with full power to execute any such documents Employee fails to
execute and deliver.
The appointment, being a power coupled with an interest, is irrevocable.
(c) As an additional inducement to the Company to enter into this agreement, and
in consideration therefor, Employee hereby covenants and agrees that Employee
will not directly or indirectly, alone or in concert with any person or entity,
for Employee's own account or for or on behalf of any person or entity:
(i)solicit at any time during or after the term hereof or accept at any
time during the term hereof any business from accounts, clients or customers of
the Company who have dealt with the Company at any time during the term hereof;
and/or
(ii) solicit for anyone or employ any of employees of the Company at
any time during the term hereof.
(iii) disclose at any time any of the Company's confidential
information, proprietary information and/or trade secrets, including without
limitation customer or client lists, and any other items of information and
materials, including without limitation financial information, gratuitously or
for compensation, to any person, firm, corporation, company, association or
other entity for any reason whatsoever except only pursuant to the express terms
hereof.
(d) The restrictions set forth in this Section 10 shall apply to Employee
whether acting as proprietor, partner, employee, or officer with respect to any
entity in which Employee has a beneficial interest or whether acting
individually.
(e) Money damages for the breach of the covenants contained in this Section 10
may not be reasonably capable of determination. Accordingly, the covenants shall
be subject to specific enforcement in any court of competent jurisdiction.
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11. Termination and Breach. This Agreement shall terminate upon the occurrence
of any of the following events:
(a)Upon fourteen (14) days written notice by either party to the other;
(b) Immediately upon written notice by either party to the other, specifying a
material breach by the other party of this agreement;
(c) Upon Company's determination that Employee has become disabled or
incapacitated; or
(d) Upon written notice to Employer by Company, which Company shall give if it
so elects in its sole discretion, that Employee has committed such acts of
dishonesty, fraud, misrepresentation or other acts of moral turpitude as would
prevent the effective performance of Employee's duties hereunder. Termination
under this subparagraph (d) shall be without prejudice to any other remedy to
which Company may be entitled either at law, in equity, or under this agreement.
The notice of termination required by this section shall specify the grounds for
the termination and shall be supported by a statement of all then known relevant
facts. Termination under this section shall be considered "for cause" for the
purposes of this agreement.
12. Successors. This agreement shall bind and inure to the benefit of the
successors, assigns, personal representatives, heirs and legatees of the
respective parties. This agreement may not be assigned by the Employee.
13. Amendment. This agreement may be amended at any time only by the written
agreement of Company and Employee.
14. Notices. All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given as if personally
delivered or mailed by registered or certified mail, postage prepaid, return
receipt requested, and properly addressed to the parties or to their assigns at
the following addresses (or at such addresses as shall be given in the manner
herein provided):
If to Company:
Xxxxxxx Xxxxx
Sector Communications, Inc.
0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
with a copy to:
Xxxxx Xxxxxx, Esq.
Law Offices of Xxxxx Xxxxxx
0000 Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
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If to Employee:
Xxxxxxx Xxxxxxxx Xxxxxx
c/o Wagner, Vaughan, & XxXxxxxxxx
000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
15. Counterparts; Faxed Signatures as Originals. This agreement may be executed
in several counterparts, each of which when so executed shall be deemed to be an
original, and such counterparts shall together constitute and be one and the
same instrument. If one party signs this agreement and then transmits an
electronic facsimile of the signature page to the other party, the party who
receives the transmission may rely upon the electronic facsimile as a signed
original of this agreement.
16. Severability. In the event that any of the provisions, or portions thereof,
of this agreement are held to be unenforceable or invalid by any court of
competent jurisdiction, the validity and enforceability of the remaining
provisions, or portions thereof, shall not be effected thereby.
17. Choice of Law; Jurisdiction. This agreement shall be governed by, construed
under, and interpreted in accordance with the laws of the State of California.
Any and all suits or actions, whether federal or state, between the parties
hereto shall be filed and prosecuted in any court of competent jurisdiction in
Los Angeles, California. The parties hereto hereby submit to the jurisdiction of
the courts in the State of California.
18. Interpretation. No provision of this agreement is to be interpreted for or
against either party because that party or that party's legal representative
drafted such provision.
19. Attorneys' Fees. Should any party hereto reasonably retain counsel in
connection with any dispute between the parties hereto, then, if said dispute is
settled by judicial determination (which term includes arbitration), the
prevailing party (whether at trial or on appeal) shall be entitled, in addition
to such other relief as may be granted, to be reimbursed by the losing party for
all costs and expenses incurred thereby, including, but not limited to,
reasonable attorneys' fees and costs for services rendered to such prevailing
party.
20. Waiver of Trial by Jury. Except as prohibited by law, the parties each
shall, and they hereby do, expressly waive trial by jury in any litigation in
connection with which they are adverse parties. With respect to any matter for
which a jury trial cannot be waived, the parties each agree to assert no such
claim as a counterclaim in, nor move to consolidate such claim with, any action
or proceeding in which a jury trial is waived.
21. Entire Agreement. This Agreement is the entire agreement between the parties
hereto and supersedes all prior agreements, written and oral.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
ENTERVISION, INC.
By:
--------------------
Its
----------------------------
XXXXXXX XXXXXXXX XXXXXX
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COVENANT OF NON-COMPETITION AND NON-DISCLOSURE
EXHIBIT B TO LETTER AGREEMENT OF JUNE 20, 2001 BETWEEN
XXXXXXX XXXXXXXX XXXXXX AND SECTOR COMMUNICATIONS, INC.
In further consideration for the additional, separate compensation to you for
your conveyance to us of the goodwill in connection with the Assets, as that
term is defined in the letter agreement to which this Exhibit B is attached (the
"Agreement"), you hereby agree that you will not, at any time within the ten
year period immediately following the date of the Agreement, or the five year
period following termination of your employment pursuant to the employment
agreement attached as Exhibit A to the Agreement, whichever shall be later,
directly or indirectly engage in or have any interest in any person, firm,
corporation, limited liability company, limited partnership, partnership or
other business (whether as an employee, officer, director, agent, security
holder, creditor, consultant or otherwise) that engages in any activity in any
state of the United States, province of Canada, or other nation or territory
throughout the world, that is the same as, similar to, or competitive with the
Assets and any subsequent development and/or enhancement thereof by us.
You further agree not to divulge, communicate, or use to our detriment or for
the benefit of any other person or persons, or misuse in any way, any of our
confidential and/or proprietary material, information or trade secrets,
including without limitation any such relating to the Assets and any subsequent
development and/or enhancement thereof by us. You acknowledge that any such
material, information or trade secret created, developed and/or acquired by you
heretofore has been and will at all times be held by you in confidence, and that
any such material, information or trade secret hereafter created, developed
and/or acquired by you will be created, developed and/or acquired by you as our
employee-for-hire and/or fiduciary and will at all times be held by you in
confidence.
You expressly agree that in addition to any other rights or remedies we may
possess in the event of any breach of your covenants under this Exhibit B: i) we
shall be excused from any further executory obligations to you under the
Agreement and Exhibit A thereto, and any extensions thereof and amendments
thereto, ii) we shall be entitled to injunctive and other equitable relief to
prevent or remedy a breach of your covenants under this Exhibit B, iii) we shall
have the right to terminate your employment under Exhibit A to the Agreement or
otherwise, and iv) we shall be entitled to re-conveyance to us of any shares of
stock in Sector Communications, Inc. theretofore issued to you by us.
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