GAR Technologies Inc
Bringing technology to business
EMPLOYEE AGREEMENT
This Agreement made on May 19, 2011 by and between GAR Technologies, Inc. a Texas corporation, with an office located at 11811 North Freeway Suite 500, Houston,TX-77060(hereinafter referred to as “GAR”) and Mr. 2145 Hamilton Ave, San Jose, CA-95125
( here afer referred as "EMPLOYEE").
Whereas, GAR is now and has been engaged in the business of providing consulting services in information technologies; and Whereas, EMPLOYEE presently desires to be employed by GAR in the capacity of a Computer Programmer and GAR desires to employ EMPLOYEE.
Now, therefore, in consideration of the mutual promises, covenants and conditions set forth herein, the parties hereto agree as follows.
1.TERM. GAR hereby employ EMPLOYEE beginning July 5, 2011 and EMPLOYEE hereby accepts said employment upon the terms and conditions set forth herein. EMPLOYEE agrees to devote employee’s entire time and attention to the business of GAR and shall not be engaged in any competitive activity either directly or indirectly during the term of said employment. This Agreement may be terminated by GAR at any time by giving fifteen (15) days prior written notice to the other party, or by GAR without notice in the event that there is termination for cause, including but not limited to a violation of one of the covenants of this Agreement, and/or the consulting services of EMPLOYEE are terminated by the client for any reason whatsoever and whether such termination is rightful or wrongful. If EMPLOYEE would like to terminate the Agreement in all cases, they can do so by giving the fifteen (15) days prior written notice to GAR.
EMPLOYEE’S employment with GAR is at will. Nothing in this Agreement is intended to alter EMPLOYEE’S at will employment status. This is not an Agreement for employment at GAR for any specified period of time.
2.Compensation. EMPLOYEE shall be paid by GAR for all services rendered a salary at the rate of $ 80,000 per year, Which shall be paid in bi-monthly installments during the term of said employment, less income tax, withholding and other customary EMPLOYEE deductions. EMPLOYEE’s base salary or commission earnings may be adjusted from time to time and will not require the execution of a new employment Agreement. GAR shall reimburse EMPLOYEE for all reasonable business and billable business expenses, provided the EMPLOYEE submits paid receipts or other documentation in accordance with GAR’s reimbursements policies heretofore in effect and as required by the Internal Revenue Service to qualify as ordinary and necessary business expenses under the code.
In addition to the EMPLOYEE’s salary, GAR will provide EMPLOYEE with the following.
(A)Ten (10) paid days off ( to include holidays, vacation, sick leave and personal time) for each year of service to
GAR, commencing January 1st of the year, prorated for the first year, according to the date of the EMPLOYEE’s services commence with GAR.
(B)The time bank of days will remain at ten(10) paid days per year during the first three years, increasing to
Twelve (12) days per year after three years of service to GAR. After ten years of service, EMPLOYEE’s time bank will increase to 15 days per year.
(C)Major medical coverage is made available to all EMPLOYEE’s, and must be elected within
thirty-one (31) days ofemployment in order for coverage to take effect. GAR pays the major part of the expense, with employee’s salarycontributing toward the cost, to be deducted from employee’s salary in monthly installments, in a fixed amount according to whether coverage is for a single EMPLOYEE, EMPLOYEE plus one dependent, or family.
EMPLOYEE acknowledges that the benefits received by EMPLOYEE may not be the same benefits received by others and that the benefits are subject to modification, alteration, suspension and cancellation from time to time at the sole discretion of GAR.
3.NON-DISCLOSURE AND RESTRICTIVE COVENANT. The EMPLOYEE understands the unique character and nature
of the services to be rendered by the EMPLOYEE and the nature of the relationship which must be established with each
client of GAR and acknowledge that in order for GAR to obtain any benefit from EMPLOYEE’s service, it is absolutely
essential that EMPLOYEE be furnished and provided with the information relative to GAR marketing programs and
Concepts, and all data and techniques concerning GAR client’s system design and file formats or contents and other
Information that is made available by a client of GAR or that becomes available to EMPLOYEE, all of which are referred
To herein as “Confidential information”.
Therefore, as a condition of EMPLOYEE’s employment with GAR, the EMPLOYEE represents and agrees as follows,
and acknowledges that GAR is relying upon such representations and Agreements.
A)The confidential information described herein will never, whether during the EMPLOYEE’s employment or thereafter,
be revealed or disclosed by EMPLOYEE directly or indirectly to any person, concern or entity in any manner except
with the written consent of the management of GAR.
B)EMPLOYEE absolutely and unconditionally represents and agrees that during the term of EMPLOYEE’s
Employment, and for a period of one (1)year after EMPLOYEE’s employment with GAR is terminated for any reason whatsoever, whether voluntary or involuntary, or whether for cause or otherwise, EMPLOYEE will not:
1)Directly or indirectly hire or solicit for job, or include the termination of employment of any of GAR’s customers, vendors, or clients.
2)Directly or indirectly, individually or as an EMPLOYEE, partner, officer, director, stockholder or in any other capacity whatsoever of any firm, partnership or corporation,transact, carry on or conduct any business with or contact or solicit any client of GAR with which EMPLOYEE was conducting business during the preceding twelve months of EMPLOYEE’s employment with GAR.
3)Directly or indirectly, solicit or attempt to solicit himself through any concern or entity with which EMPLOYEE may be associated, any customers, accounts or clients of GAR; or
4)Directly or indirectly, regardless of whether any client of GAR shall contact Employee or vice versa, individually or as an EMPLOYEE, partner, officer, director, stockholder, or in any way transact, carry on or conduct any business with any client of GAR.
C)If, any time of enforcement of this paragraph 3, a court shall hold that the duration or scope of the restrictions herein
Are unreasonable under the circumstances then existing, the parties agree that the maximum restrictions reasonable
Under such circumstances shall be substituted for the stated duration or scope and that the court shall be allowed to revised the restrictions contained herein to cover the maximum duration and scope permitted by law.
D)EMPLOYEE conceded that should EMPLOYEE threaten to or in any manner violate any of the restrictions relative
to confidential information or the restrictive covenants recited herein, the only measure of relief that could be
meaningful for GAR would be to obtain a permanent injunction enjoining EMPLOYEE from violating the provisions
and spirit of this Agreement.
Therefore, in addition to all other rights or remedies to which GAR is entitled, which would include it’s right to seek
Reimbursement for any money damages sustained by it, EMPLOYEE acknowledges that GAR is properly entitled to
obtain an injunction by which it may permanently enjoin and prevent EMPLOYEE from threatening to or engaging
directly or indirectly in any activities prohibited by any portion of this restrictive covenant and non-disclosure
provisions. EMPLOYEE confirms that EMPLOYEE would have no proper defense to an application by GAR for such
relief, nor would the EMPLOYEE undertake to assert any such defense.
4.INVENTIONS AND DISCOVERIES. EMPLOYEE shall disclose fully to GAR any and all inventions relating to thebusiness of GAR or any of GAR’s clients, which EMPLOYEE shall conceive or make during EMPLOYEE’s period of employment by GAR, and all such inventions which EMPLOYEE shall conceive or make during the period of six (6) months after the term of EMPLOYEE’s employment with GAR.Such disclosure is to be made promptly after the conception of each invention, and the inventions are to become and remain the property of GAR or it’s client, as the case may be, whether or not patent applications are filed thereon. Uponrequest and at the expense of GAR or its client, EMPLOYEE is to make application through attorneys of GAR for letterPatent of the United States and any and all other applications to GAR or it’s order forthwith or GAR’s client, all without Additional payment during EMPLOYEE’s period of employment by GAR and for reasonable compensation for timeactually spent by the EMPLOYEE at such work at the request of GAR after the termination of the employment.
EMPLOYEE is to give GAR and its attorney all reasonable assistance in preparing and prosecuting such applications
And,on request of GAR to execute all papers and do all things that may be reasonably necessary to protect the right of
GAR and/or its client and vest it or its assigns the inventions, applications and letters patent herein contemplated.
5.HEADINGS.Theheadings of the paragraphs or sub-paragraphs of this agreement are for convenience only and not a
part of this Agreement and shall not be used as an aid in construction of any provision hereof.
6.SEVERABILITY.In the event that any provision of this Agreement is determined to be invalid and unenforceable in any
Jurisdiction, the remaining provisions herein shall remain in full force and effect in such jurisdiction and shall be liberally
construed so as to effectuate the purpose and intent of the parties.
7.ENTIRE AGREEMENT. This instrument contains the entire Agreement between the parties. It may not be altered or amended except in writing signed by the party against whom such alteration is sought to be enforced.
8.DISPUTE RESOLUTION. Incase of any dispute between GAR Technologies Inc and employee, the dispute has to be resolved in the jurisdiction of GAR Technologies Inc corporate office in which ever jurisdiction the corporate office may be at the time of dispute.Or ifthe EMPLOYEE is not in USA then the dispute has to be settled in Hyderabad, Andhra Pradesh, India only.
9. Final settlement of bonus and related expenses occur after verification of EMPLOYMENT status after EMPLOYEE leaves the company.
For EMPLOYEE For GAR Technologies Inc
Name : Name : Ram Kattubadi
Signature : Signature :
Date : Date :
Employee Initial: ______Employer Initial: ______
GAR Technologies Inc
11811 North Freeway Suite 500, Houston, TX-77060 Ph: 832-351-3610