EMPLOYMENT AGREEMENT
AGREEMENT made this ______day of ______, 1999 between U & X Group, Inc. (“Company”) and ______residing at ______
(“Employee”).
WITNESSETH:
WHEREAS, the Company is engaged in the business of providing computer consulting services: and
WHEREAS, the Company desires to employ the Employee and Employee desires to accept employment with the Company as a computer consultant to the Company’s clients
(“Clients”) and, under certain circumstances, customers of the Clients (“Customers”): and
WHEREAS, the Company will be required to expend great time and expense in training Employee: and
WHEREAS, the Company and the Employee desire to set forth the terms of their employment arrangement.
NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements of the parties herein contained and with the intention of being legally bound hereby, the parties hereto agree as follows:
1. Whereas Clauses. The above Whereas Clauses are incorporated herein as though set forth at length.
2. Employment. The Company hereby employs the Employee and the Employee hereby accepts employment as a computer consultant and any other professional responsibilities incidental to the Company’s operations, as the Company deems appropriate. Employee agrees that, prior to assuming Employee’s full responsibilities, Employee shall complete the Company’s extensive training program and the Company shall use it’s best efforts to assist Employee in obtaining appropriate Visas if required.
3. Term. The term of this Agreement shall be for four (4) years to commence on the date the Employee arrives in the United States and shall automatically renew from year to year thereafter unless terminated by either party upon thirty (30) days written notice to the other party or otherwise terminated pursuant to Paragraph 6 hereof.
4. Training. At the commencement of this Agreement, Employee shall participate in the Company’s training program. The training program lasts for a minimum of six (6) months. (“Training Period”)
5. Compensation.
During the Training Period, the Employee shall receive, as total compensation, the following:
a. Monthly salary of Two thousand ($ 2,000) payable bi weekly for the 1st six (6) months of employment during the training period.
b. Upon completion of the training program, and upon the Company being satisfied that the Employee is fully trained, Employee shall receive:
Annual salary of Forty two thousand five hundred Dollars ($ 42,500 ) per year payable bi-weekly as defined above, of thousand six hundred thirty four .62 Dollars ($ 1634.62) for the 2nd six (6) months of employment which shall be the period of performance evaluation.
c. Employee after satisfactory completion of the evaluation period shall receive a salary per month of $ TBD payable as defined above, but not less than Forty five thousand ( $45,000) per year.
d. Company may at its option from time to time increase Employee’s compensation at the sole discretion, but in no case shall it be less then the amount in (c) above. The Company shall review Employee’s performance at least annually.
e. Employee shall be entitled to participate in the Company’s standard employee benefit program as defined in Schedule A.
SCHEDULE A
* Medical Insurance * Workmen’s Compensation Plan
* Holidays per year ( 7 ) working days. (Short & Long Term Disability)
* Vacation (10 working days) * Sick Leave (4) working days
* Pension Plan - Social Security Contribution
* 401(K) as offered by Company
6. Termination. Employee is an employee at will and this Agreement may be terminated at any time for any or no reason by either party upon thirty (30) days written notice to the other party of such termination. Employee acknowledges that the extensive training program offered by the Company costs the Company no less than Twenty Thousand Dollars ($20,000.00). In the event Employee leaves his/her employment or is terminated by the Company for cause, any time within the first year of Employee’s employment, Employee agrees to reimburse the company Twenty Thousand Dollars ($20,000.00): within the 2nd year of employment Fifteen Thousand Dollars ($15,000.00): within the 3rd year of employment Ten Thousand Dollars ($10,000.00): within the 4th year of employment Five Thousand Dollars ($5,000.00) to cover the cost of the training program. For purposes of this Agreement, “cause” shall include, but not limited to, theft, embezzlement, breach of confidentiality, engaging in business conduct unbecoming to an employee of the Company, failure to perform duties in a diligent and professional manner, gross errors, a pattern of gross errors in serving Clients and Customers and/or the commission of any felony by Employee during the term of Employee's employment. This contract can be terminated if the Employee can not work legally in the country providing that the Employee can not work for any other company within two (2) years from date of termination. If the contract is terminated because the Employee can not work legally in the country and does not work for any other Company for two (2) years from the date of termination, Employee shall not be liable for any training costs.
7. Confidential Information. Trade Secrets and Restrictive Covenant. Employee acknowledges that by reason of his/her employment by the Company, he/she has and will have access to confidential information and trade secrets of the Company, including, but not limited to, customer lists, inventions, software source codes, manufacturing processes, marketing methods and systems, trade secrets and other confidential and/or proprietary information of the Company related to its operation. Employee accordingly agrees as follows:
a. During the term of Employee’s employment by the Company and at all times thereafter, regardless of the time, manner or cause of termination or the employment relationship, Employee shall not, except in ordinary course of the Company’s business, and at the Company’s direction, divulge, furnish, make accessible or use for Employee’s own benefit any of the Company’s confidential information or trade secrets, except those that have entered the public domain other than by reason of Employee’s wrongdoing.
b. All records or copies of records containing any of the Company’s confidential information or trade secrets shall be returned to the Company upon demand.
c. During the term of Employee’s employment and for a period of two (2) years after the termination of Employee’s employment, regardless of the time, manner or cause of termination of the employment relationship, Employee shall not directly or indirectly, individually or as an employee, agent, or representative of any other person, corporation, partnership, firm or other entity, except as an Employee of the Company on the Company’s behalf, solicit, call upon, divert, take away or attempt to solicit, call upon, divert, or take away business from any Clients or Customers who do or have done business with the Company within two (2) years of the date of termination.
d. During the term of Employee’s employment and for a period of two (2) years after the termination of Employee’s employment, regardless of the time, manner or cause of termination of the employment relationship, Employee shall not directly or indirectly, either individually or as an agent or employee of any other person, firm, association, partnership, corporation or enterprise, hire, employ, solicit or offer employment to or attempt to hire, employ or solicit any employees of the Company, or perform any act calculated to induce any employee of the Company to terminate his/her employment, enter into any commercial relationship with others engaged in a competitive business, or violate any agreement he/she may have with the Company, without the express written consent of the Company.
e. Employee acknowledges that any loss to the Company by reason of his/her breach of any of the promises in this paragraph may not be reasonably or adequately compensated in damages in an action at law. The Company, therefore, may be entitled to injunctive or other equitable relief against Employee, as determined by a court of competent jurisdiction, to prevent him/her from failing to comply with such promises. Resort to injunctive or other equitable relief shall not be construed as a waiver or any rights the Company may have for damages or otherwise.
f. The covenants given by Employee in this Section 7 shall be in addition to, and not in lieu of, the restrictive covenants set forth in United States Non-Disclosure Agreement and Restrictive Covenant executed by Employee.
g. If any court determines that any of the non-compete/ non-solicit covenants or any part thereof, is invalid or unenforceable, the remainder of the non-compete/ non-solicit covenants shall not thereby be affected and shall be given full effect, without regard to the invalid portions. If any court determines that any of the non-compete/ non-solicit covenants, or any part thereof, is unenforceable because of the duration or geographic scope of such provision, such court shall have the power to reduce the duration or scope of such provision, as the case may be, and, in its reduced form such provision shall then be enforceable and shall be enforced.
8. Employee’s Representation. Employee represents that he/ she is not restricted by the provisions of any agreement from complying with each of the obligations assumed by him/ her under the terms of this Agreement.
9. Binding Effect. This Agreement shall be binding on the parties, their heirs, executors, administrators and successors. The Agreement is entered into by the Company in consideration of the personal qualities of Employee, and it is agreed that neither this Agreement nor any interest herein nor any rights hereby granted to Employee may be sold or assigned by Employee.
10. Notice. All notices required to be given hereunder shall be given by personal services or certified or registered mail, return receipt requested, directed to the party at its or his/ her last known address.
11. Waiver of Breach. The waiver by the Company of any breach of any provision of this Agreement by Employee shall not operate or be construed as waiver of any subsequent breach by Employee.
12. Entire Agreement. Any and all previous discussions or agreements between the parties hereto are hereby merged into this Agreement. This Agreement may not be modified or amended except in a writing signed by the parties hereto.
13. Governing Law. This Agreement shall be governed by the laws of that State of New Jersey.
Witness or Attest: U & X Group, Inc.
______By:______
Name:
Title:
Employee
______
Name