EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made as of the 31st day of January, 2000
BETWEEN:
International PBX Ventures Ltd.THE FOREST INDUSTRY ONLINE INC., a body
corporate formed pursuant to the laws of the Province of British Columbia
and having its registered office located at P.O. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(the "Company")
AND:
▇▇▇ ▇▇▇▇▇▇▇▇, Businessman, of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
(the "Employee")
WHEREAS:
A. the Company is a subsidiary of Autoeye, Inc. ("Autoeye") and is engaged in
the business of providing direct customer service and support to
businesses, individuals and organizations within the worldwide forest and
wood product industries;
B. the Employee is experienced in and knowledgeable in the business of the
Company, and the industry within which the Company operates;
C. the Company requires the services of the Employee and wishes to employ the
Employee on the terms and conditions set forth herein;
D. in the course of the Employee's employment by the Company, the Employee has
or will become privy to proprietary and confidential information of the
Company; and
E. as an inducement to the Company to employ the Employee, the Employee has
agreed to be bound by the provisions of this Agreement respecting
confidentiality and competition with the Company.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and
the mutual covenants, agreements, representations and warranties contained
herein, the parties hereto hereby agree as follows:
ARTICLE 1
EMPLOYMENT
Employment
1.1 The Company hereby agrees to employ the Employee as its president and the
Employee accepts such employment. In such capacity, the Employee shall have
the duty and responsibility to operate the daily business of the Company
and shall report to and be directly responsible to the boards of directors
of the Company (the "Board"). The Employee shall perform, observe and
conform to such duties and instructions as from time to time are reasonably
assigned or communicated to him by the Board and which are reasonably
consistent with the employment and status of the Employee as President, and
the Employee shall make such reports to the Board as may be necessary to
fully and properly inform the Board of matters of business of the Company
and additionally as the Board may from time to time request and require.
Term
1.2 The initial term of this Agreement shall be for a period of three years
commencing on the date of this Agreement (the "Initial Term"), subject to
termination in accordance with the provisions of section 1.6 hereof, and
this Agreement shall be automatically extended on a monthly basis
thereafter unless terminated in accordance with the provisions of section
1.5 hereof.
Salary
1.3 The Company shall pay to the Employee, in the aggregate, a salary of
Cdn$70,000 per annum, payable semi-monthly or at such other interval to be
agreed upon by the Board. The Employee's salary shall be subject to all
deductions required to be made by law. The parties hereto agree that the
Board will review the said salary when any other senior management employee
is hired, and in addition on at least an annual basis and will make any
adjustments it determines are reasonable in the sole opinion of the Board,
which adjustments may take into account but not limited to the Employee's
performance and the financial and operating success of the Company in the
preceding period.
Benefits
1.4 The Employee shall be entitled to participate in any benefits package put
in place by the Company from time to time for the benefit of employees
generally.
Termination
1.5 After the expiry of the Initial Term the Board may terminate this Agreement
without cause upon ninety days notice (or salary in lieu thereof) being
provided to the Employee and the Employee may terminate this Agreement
without cause upon ninety days notice being provided to the Board.
1.6 The Board may terminate this Agreement for cause at any time without
liability for damages or otherwise and nothing contained herein shall
prejudice the Company's other rights and remedies upon termination of this
Agreement, at law, in equity or otherwise.
ARTICLE 2
CONFIDENTIALITY PROVISIONS
Definitions
2.1 In this Article 2:
a.) "Company" includes the Company and Autoeye and any affiliates and
subsidiaries thereof;
b.) "Confidential Information" includes
(i.) a secret or trade secret know-how of the Company or any information
relating to the Company or to any person from any other entity with
which the Company does business which is not known to persons outside
the Company, including the identity of customers of the Company,
(ii.)any information, process or idea that is not generally known outside
of the Company,
(iii.) all proprietary information relating to the Company,
(iv.) all computer programs either owned by the Company or to which the
Company has access and wishes to keep,
(v.) all financial, business and personal data related to clients,
affiliates, subsidiaries, consultants and employees of the Company,
(vi.)business and marketing plans, strategies and methods which are not
standard industry practice, or which are not generally known in the
industry,
(vii.) studies, charts, plans, tables and compilations of business and
marketing information acquired or prepared by or on behalf of the
Company, and
(viii.) all records of the Company but does not include
(i.) any information which at the time of disclosure is, or thereafter
becomes, generally available to the public other than as a result of
disclosure by the Employee or any person, firm or corporation to whom
the Employee has disclosed such information, or
(ii.)any information which at the time of disclosure is, or thereafter
becomes, known or available to the Employee on a non-confidential
basis and not in contravention of applicable law from a source (other
than the Company) that is entitled to disclose the information on a
non-confidential basis.
The foregoing is intended to be illustrative only and other Confidential
Information may currently exist or come into existence in the future.
Non-Disclosure
2.2 The Employee acknowledges that the Confidential Information is the property
of the Company, is confidential and material to the interests, business and
affairs of the Company, and that disclosure thereof would be detrimental to
the interest, business and affairs of the Company. Accordingly, the
Employee shall not disclose the Confidential Information to any person,
partnership, firm or corporation except as necessary to promote the best
interest of the Company. The Employee shall inform any person, firm,
partnership or corporation to whom he discloses any Confidential
Information the confidential nature thereof and shall require the recipient
to treat the Confidential Information as confidential and not to disclose
same except as provided herein.
Return of Information
2.3 Upon termination of this Agreement the Employee will immediately return to
the Company all Confidential Information in his possession or under his
control.
ARTICLE 3
NON-COMPETITION
Dealings with Customers
3.1 In relation to the customers, clients, suppliers and business partners of
the Company, Autoeye and any affiliates or subsidiaries thereof
(collectively, the "Customers"), the Employee:
a.) Shall not assist any third party to become acquainted with the
Customers or disclose their names or addresses during the term hereof
or for a period of two years following the termination of this
Agreement; and,
b.) Work in the employ of or provide services to any of the Customers
during the term hereof or for a period of two years following the
termination of this Agreement.
Company Employees
3.2 The Employee shall not employ or engage the services of any employee or
independent contractor of the Company, Autoeye and any affiliates or
subsidiaries thereof who is or was an employee or contractor thereof during
the term of this Agreement or for a period of two years following the date
of termination hereof.
Material Inducement
3.3 The Employee acknowledges and agrees that the Company, Autoeye and any
affiliates or subsidiaries thereof have a material interest in preserving
the relationship they have developed with their customers against
impairment by competitive activities of former employees, consultants and
independent contractors. Accordingly, the Employee agrees that the
restrictions and covenants contained in this Agreement are of the essence
of this Agreement and constitute a material inducement to enter into this
Agreement with the Employee, and that the Company and Autoeye would not do
so without this inducement.
ARTICLE 4
REMEDIES
The Employee acknowledges and agrees that without prejudice to any other
rights of the Company or Autoeye, in the event of his violation or attempted
violation of any of the covenants contained in Articles 2 and 3 of this
Agreement, an injunction or other like remedy shall be the only effective remedy
to protect the Company' and Autoeye's rights and property as set out in Articles
2 and 3 and the Employee consents to the Company or Autoeye obtaining an interim
injunction, which may be granted immediately on the commencement of any suit
without any opposition or defence being raised by the Employee.
ARTICLE 5
GENERAL
Notice
5.1 Any notice required or permitted to be given by any party will be deemed to
be given when in writing and delivered to the address for notice of the
intended recipient by personal delivery, prepaid single certified or
registered mail, or telecopier.
Entire Agreement
5.2 This Agreement constitutes the entire understanding between the parties
concerning the subject matter hereof and there are no other promises or
conditions in any other agreement whether written or oral concerning the
subject matter hereof.
Amendment
5.3 This Agreement may be modified or amended and any modification or amendment
shall be in writing and signed by both parties.
Severability
5.4 In the event that any provisions of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a Court finds that any provision
of this Agreement is invalid or unenforceable, but that by limiting such
provision the Agreement is valid and enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.
Waiver of Contractual Right
5.5 The failure of either party to enforce any provision of this Agreement
shall not be construed as a waiver or limitation of that party's right to
subsequently enforce and compel strict compliance with every provision of
this Agreement.
Successors and Assigns
5.6 The Employee may not assign this Agreement nor any of his rights hereunder,
whether in whole or in part, without the express prior consent of the
Company. This Agreement shall enure to the benefit of and be binding upon
the parties hereto and their respective successors and permitted assigns.
Independent Legal Advice
5.7 The parties hereto acknowledge that they have each received independent
legal advice with respect to the terms of this Agreement and the
transactions contemplated herein or have knowlingly and willingly elected
not to do so. The parties hereto further acknowledge that this Agreement
has been prepared by Century Capital Management Ltd. as a convenience to
the parties only, and that Century Capital Management Ltd. has not provided
any of the parties hereto with any professional advice with respect to this
Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement effective as of the
day and year first above written.
THE FOREST INDUSTRY ONLINE INC.
By:
Witness Authorized Signatory
Name
Address
By:
Witness ▇▇▇ ▇▇▇▇▇▇▇▇
Name
Address
This is Page 7 to the Employment Agreement dated January , 2000 between
The Forest Industry Online Inc. and ▇▇▇ ▇▇▇▇▇▇▇▇.