EMPLOYMENT AGREEMENT
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THIS AGREEMENT made as of the 31st day of March, 1998
BETWEEN:
MANLOE LABS, INC.,
(the "Corporation")
OF THE FIRST PART
AND:
XXXXX XXXXXXX, of
(the "Employee")
OF THE SECOND PART
WHEREAS:
A. The Corporation wishes to engage the services of the
Employee as President and manager of manufacturing of the
Corporation upon the terms and conditions of this Agreement.
B. The Employee has agreed to provide such services as a
Employee upon the terms and conditions hereinafter set forth.
NOW THIS AGREEMENT WITNESSES that in consideration of the mutual
promises, covenants and agreements herein contained, the parties
hereto agree as follows:
1. Engagement of Employee
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1.1 The Corporation hereby engages the Employee as President
and manager of manufacturing of the Corporation and the Employee
hereby accepts such employment.
1.2 The Employee shall perform all such acts and do all such
things as and when the same may be necessary to properly and
efficiently carry out the duties of President and manager of
manufacturing of the Corporation which duties shall include but
shall not be limited to:
(a) exercising general direction and supervision over
manufacturing activities of the Corporation;
(b) performing such other duties and observing such
instructions as may be reasonably assigned to him from
time to time in his capacity of President and Manager of
Manufacturing by the Board of Directors; and
(c) generally at all times abiding by all lawful directions
given to him by the Board of Directors of the Corporation
and the Chief Executive Officer of the Company.
1.3 The Employee shall at all times use its best efforts to
advance the interests of the Corporation, and shall faithfully,
industriously, and to the best of its abilities, act as an employee
of the Corporation in accordance with the terms and conditions of
this Agreement.
1.4 The Employee warrants and represents to the Corporation
that the Employee is not party to any agreement or subject to any
court order which would prevent the Employee from providing the
Consulting Services.
2. Remuneration
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2.1 The Company shall pay the Employee a gross salary (before
standard deductions) of $6,000 per month (the "Salary") in
consideration of the duties performed by the Employee. The salary
will increase to $8,000 per month upon the Corporation recording an
aggregate net profit in any consecutive twelve month period. The
Company shall make all payments in respect of the Salary to the
Employee in equal instalments on a bi-weekly basis commencing on
the first payroll date of the Company after the date hereof. The
Employee's Salary shall be reviewed on an annual basis in each year
of this Agreement during the term of this Agreement.
2.2 The Company shall reimburse the Employee for reasonable
travelling and other expenses actually and properly incurred by the
Employee in carrying out his duties hereunder, provided that such
expenses are approved by the Chief Financial Officer of the Company
and are supported by proper receipts, invoices or vouchers supplied
to the Company within 30 days of the date any such expenses were
incurred. The Company will provide the Employee with a mid-size
automobile to be leased at a rate of not more than $400 per month
and the Company will reimburse the Employee for reasonable
automobile expenses.
2.3 The Employee agrees to perform his duties on a continuous
and fulltime basis, provided that the Employee shall be entitled on
reasonable prior written notice to 3 (three) weeks annual vacation
during the each year of the term of this Agreement.
2.4 The Employee will be entitled to performance based
options to purchase shares of the parent of the Company
to be granted at the discretion of the board of directors
of the parent of the Company.
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3. Term of Employment
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3.1 The initial term of this Agreement shall be three (3)
years, commencing on the date of first written above, subject to
earlier termination as hereinafter provided.
4. Confidentiality and Non-Competition
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4.1 The Employee shall not, either during the term of this
Agreement or at any time there-after, disclose to any person any
confidential information concerning the business or affairs of the
Corporation which the Employee may have acquired in the course of
or incidental to his employment hereunder or otherwise, and the
Employee shall not directly or indirectly use (whether for his own
benefit or the detriment or intended detriment of the Corporation)
any confidential information he may acquire with respect to the
business and affairs of the Corporation.
4.2 The Employee agrees with the Corporation that he will
not, either alone or in conjunction with any individual, firm,
Corporation, association or other entity, whether as principal,
agent, director, officer, Employee, shareholder or in any other
capacity whatsoever:
(a) during the term of this Agreement and for a one year
period from the termination of this Agreement, carry on,
or be engaged in, concerned with or interested in,
directly or indirectly, any business which is in whole or
in part competitive with the business of the Corporation;
(b) during the term of this Agreement and for a one year
period from the termination of this Agreement, attempt to
solicit any suppliers, customers or employees of the
business of the Corporation away from the Corporation;
(c) during the term of this Agreement and for a one year
period from the termination of this Agreement, knowingly
take any act as a result of which the relations between
the Corporation and the suppliers or customers of the
business of the Corporation may be impaired or which may
otherwise be detrimental to the business of the
Corporation.
5. Assignment of Inventions
------------------------
5.1 Any and all inventions and improvements on which the
Employee may conceive or make, during the term of this Agreement,
relating, or in any way, pertaining to or connected with any of the
matters which have been, are or may become the subject of the
Corporation's investigations, or in which the Corporation has been,
is, or may become interested, shall be the sole and exclusive
property of the Corporation, and the Employee will, whenever
requested by the
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Corporation, execute any and all applications, assignments and
other instruments which the Corporation shall deem necessary in
order to apply for and obtain letters of patent for U.S. or
foreign countries for the inventions or improvements and in
order to assign and convey to the Corporation the sole and
exclusive right, title and interest in and to the inventions or
improvements, all expenses in connection with them to be borne by
the Corporation. The Employee's obligations to execute the papers
referred to in this paragraph shall continue beyond the termination
of this Agreement with respect to any and all inventions or
improvements conceived or made by him during the term of this
Agreement, and the obligations shall be binding on the assigns,
executors, administrators or other legal representatives of the
Employee.
5.2 All inventions and discoveries relating to the business
of the Corporation and all knowledge and information which the
Employee may acquire during his engagement shall be held by the
Employee in trust for the benefit of the Corporation.
6. Termination
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6.1 The Corporation may terminate this Agreement at any time
for just cause, provided that reasonable warning shall have been
first given by the Corporation to the Employee and provided that
those obligations of the Employee in this Agreement expressly
stated to continue on termination shall continue upon termination
and shall not terminate upon termination of this Agreement.
6.2 The Employee may terminate this Agreement at any time
upon three months written notice to the Corporation, provided that
those obligations of the Employee in this Agreement expressly
stated to continue on termination shall continue upon termination
and shall not terminate upon termination of this Agreement.
7. Notices
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7.1 Any notice required or permitted to be given under this
Agreement shall be in writing and may be delivered personally or by
telecopier, or by pre-paid registered post addressed to the parties
at the above-mentioned addresses or at such address of which notice
may be given by either of such parties. Any notice shall be deemed
to have been received if personally delivered or by telex or
telecopier, on the date of delivery and, if mailed as aforesaid,
then on the fourth business day after and excluding the day of
mailing.
8. Assignment
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8.1 This Agreement may not be assigned in whole or in part by
the Employee without the prior written consent of the Corporation.
8.2 This Agreement may not be assigned in whole or in part by
the Corporation without the prior written consent of the Employee.
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9. Interpretation
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9.1 This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
9.2 All headings used in this Agreement are for convenience
of reference only and are not to be used as an aid in the
interpretation of this Agreement.
9.3 This Agreement replaces and supercedes all other
contracts, including consulting agreements and employment
agreements, between the Employee and the Corporation.
IN WITNESS WHEREOF the parties have executed this Agreement as of
the day and year first above written.
MANLOE LABS, INC.
by its authorized signatory:
/s/ Xxxxx Xxxxxxx
_________________________________
Authorized Signatory
SIGNED, SEALED AND DELIVERED )
BY XXXXX XXXXXXX in )
the presence of: )
)
)
/s/ Xxxxxx X. Xxxxxx ) /s/ Xxxxx Xxxxxxx
--------------------------------- ) ------------------------
Signature ) XXXXX XXXXXXX
)
XXXXXX X. XXXXXX )
--------------------------------- )
Name )
)
0000 XXXXXXXX XX #00 )
--------------------------------- )
Address )
XXX XXXXX XX 00000
