DRAFT: 11/6/98
EXHIBIT 10.15
EMPLOYMENT AGREEMENT
BETWEEN
IT STAFFING LTD.
AND
(NAME)
PROBATION
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You acknowledge that IT Staffing Ltd. must be at liberty, during the initial
period of employment to assess your ability to perform the duties of the
position of TECHNICAL RECRUITMENT SPECIALIST and to work effectively with our
Organisation. Accordingly, you understand and agree that the first 90 days of
employment shall constitute a probationary period during which period IT
Staffing Ltd. may, in its absolute discretion, terminate your employment, with
or without cause, without notice or payment in lieu thereof, notwithstanding any
other provision in this agreement.
EXCLUSIVITY
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During the term of your employment, you agree to serve IT Staffing Ltd.
diligently and faithfully and agree that you shall not, during the term, be
employed or engaged in any capacity. in promoting, undertaking or carrying on
any other business.
You shall be employed on a full time basis for IT Staffing Ltd. and it is
understood that the hours of work involved may vary and be irregular and are
those hours of work required to meet the objectives of the employment. You
acknowledge that this paragraph constitutes agreement to work hours above and
beyond where the agreement is required by legislation.
You agree that your duties, responsibilities, reporting relationships and the
location of your employment may be changed from time to time by IT Staffing Ltd.
as the company may deem appropriate, and that these changes will not effect or
change any other part of this agreement.
CONFIDENTIALITY
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You acknowledge that as a TECHNICAL RECRUITMENT SPECIALIST employed by IT
Staffing Ltd. and in other positions and responsibilities as you may hold from
time to time, you will acquire information about certain matters which are
confidential to the company, which information is the exclusive property of the
IT Staffing Ltd.. You acknowledge that such information is the sole property of
the IT Staffing Ltd. and could be used to the detriment of the IT Staffing Ltd.,
Accordingly, you
undertake to keep all such information in the strictest confidence and agree not
to disclose it to any other person or entity either during or following your
term of employment, except as may be strictly necessary to perform your duties.
except with the written permission of the Chief Executive Officer of the company
or his designate.
TERMINATION
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Subject to paragraph 2 above, your employment pursuant to this agreement may be
terminated in the following manner in the specified circumstances:
a) By you, on the giving of two weeks advance notice in writing to IT Staffing
Ltd. The company may waive notice, in whole or in part.
b) By IT Staffing Ltd., without notice or payment in lieu thereof, for cause.
For the purposes of this agreement, "cause" shall mean:
i) any material breach of the provisions of this agreement by you;
ii) incompetence or failure to discharge any of the responsibilities
set out above to the satisfaction of the IT Staffing Ltd.;
iii) insubordination or dishonesty;
iv) your absence from work or any reason which results in your
inability to perform your duties in accordance with this agreement
for a period of 20 regular or scheduled work days in any 180 day
period;
v) all omissions which would have been cause at law, in addition to
the above.
c) By the company at its sole discretion and for any reason whatsoever on the
giving of notice to you in writing in accordance with the following, or on
payment in lieu thereof:
LENGTH OF SERVICE PERIOD OF NOTICE
Less than 6 months one week
After 6 months but less than 1 year two weeks
After I year but less than 2 years three weeks
After 2 years 4 weeks
The failure of IT Staffing Ltd. to rely on provision (b) at any time or times
shall not constitute a precedent or be deemed a waiver. The company may, in its
sole discretion, give notice of termination or payment in lieu thereof without
prejudice to its right to allege cause for termination.
COMPETITION
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It is agreed by you that;
(a) you recognise and acknowledge the competitive advantage that would be
provided by and the confidential nature of all material, including but
without limitation, non-public financial
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and business information and documents, which have been made available to
you during the course of your employment by IT Staffing Ltd.
(b) you confirm and agree that, except as required by law, you will not
disclose. release, remove or retain any of the information or documents
made available to, or obtained by you, during the course of your employment
by IT Staffing Ltd. without the prior written consent of IT Staffing Ltd.
(c) you will not, without the prior written consent of IT Staffing Ltd. for a
period of two years (2) from the date of your termination, directly or
indirectly, solicit for employment by you or any other person, firm or
corporation, any person who is at the date of termination employed by,
whether full time or part time or by any arrangement, IT Staffing Ltd. and;
(d) you will not, without the prior written consent of IT Staffing Ltd. for a
period of two (2) years from the date of your termination, directly or
indirectly perform services relating to the computer contracting or
information technology recruitment business for any competitor of IT
Staffing Ltd. Ltd. located within 1 00 kilometre's of Metropolitan
Toronto.
I trust that you will find the terms and conditions set out above acceptable.
On behalf of IT Staffing Ltd., I am pleased that you have agreed to join us and
wish you a long and successful association.
____________________________________ _______________________________
Declan French Date
President
IT Staffing Ltd.
I have read and fully understood the provision of the letter of agreement set
out on the preceding pages above. I acknowledge having had an opportunity to
seek such advice with respect to its contents as I consider appropriate. By my
signature below, I hereby accept the offer of employment outlined in the
attached letter and acknowledge receiving a duplicate copy of this letter of
agreement on the date indicated below.
____________________________________ _________________________________
{Name} Date
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ALPHA TEST SOFTWARE LICENSE AGREEMENT
GREAT LAKES RESEARCH & DEVELOPMENT LTD. ("GLRD")
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CUSTOMER INFORMATION
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Location: Contact Person:
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GLRD:
CUSTOMER:
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ALPHA TEST SOFTWARE DESCRIPTION:
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Recruiting management software known as "AppTracker"
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TERM OF LICENSE:
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60 days from date of delivery of the Extension/Renewal: N/A
Alpha Test Software
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1. GRANT OF RIGHTS
1.1 In consideration of CUSTOMER's assistance in evaluating GLRD's Alpha test
software (the "Software") as described above, GLRD hereby grants to
CUSTOMER licenses for the Software without charge on a royalty-free,
non-exclusive, nontransferable basis for the sole purpose of evaluating
the Software.
2. OWNERSHIP OF THE SOFTWARE
2.1 Title and all other rights associated with the Software remain vested in
GLRD or GLRD's affiliated companies or licensors. These rights are
protected by United States, Canadian and English intellectual property
right laws, international treaty provisions and other applicable national
laws.
3. CONDITIONS OF SOFTWARE USE
3.1 CUSTOMER will:
(a) use the Software for internal Alpha testing purposes only, which
may include using the software in a test environment which
simulates the operational business activities of CUSTOMER but which
does not include using the software for CUSTOMER's actual
operational business activities;
(b) be free to make one (1) copy of the Software for archival or backup
purposes. Except for this one (1) copy, no portion of the Software
may be reproduced photographically, magnetically, or by any other
means. Unauthorized disclosure, use or production of the Software
could result in legal action by GLRD;
(c) not modify the Software in any manner whatsoever, without the prior
written consent of GLRD;
(d) to the extent permitted by law, not attempt to reverse engineer or
otherwise render the Software to a human-readable form in order to
understand the Software structure or details in any way, or to
produce any work derived from the Software;
(e) not attempt to defeat the mechanisms that control the number of
copies of the Software allowed to operate simultaneously during any
particular time period; or
(f) allow the Software only to be used and accessed by CUSTOMER's
employees or agents for the purposes of this Agreement. CUSTOMER
hereby accepts full responsibility and liability for the actions or
omissions of its employees and agents.
4. ACKNOWLEDGMENT OF ALPHA TESTING
4.1 CUSTOMER acknowledges and agrees that the Software is an Alpha test
version that may contain bugs, defects and errors and that the Software is
not expected to function fully upon installation. CUSTOMER further
acknowledges and agrees that the Software is being supplied to CUSTOMER
without charge in exchange for CUSTOMER's evaluation of the Software.
4.2 CUSTOMER agrees that GLRD will have the right to use, in any manner and
for any purpose, any information gained as a result of CUSTOMER's use and
evaluation of the Software. Such information shall include but not be
limited to changes, modifications and corrections to the Software. GLRD
will have the right to use, at its sole discretion, all such information,
including but not limited to use by incorporation of such information into
computer programs and documentation for assignment, license, or other
transfer to third parties.
5 RESPONSIBILITIES OF THE PARTIES
5.1 GLRD will provide telephone support and on-site support, as required, to
assist CUSTOMER in installing, using and evaluating the Software.
5.2 CUSTOMER will:
(a) use and evaluate the Software in accordance with the Alpha Test
Plan attached hereto as Schedule 1;
(b) participate in meetings and/or conference calls during and, as
required, following the Alpha test period to provide feedback to
GLRD; and
(c) allow GLRD, at manually agreed times, to have reasonable access to
the Software on CUSTOMER's computer system for the purpose of
using, testing, modifying and correcting the Software.
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6. LEGAL RISK MANAGEMENT
6.1 The parties have agreed that the following will apply for all purposes
relating to this Agreement:
(a) IN NO EVENT WILL GLRD BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL
DAMAGES, LOSS OF PROFITS, ANTICIPATED REVENUE, SAVINGS OR GOODWILL,
OR OTHER ECONOMIC LOS EVEN IF ADVISED OF THE POSSIBILITY THEREOF,
THE PARTIES AGREE THAT THE SOFTWARE IS PROVIDED "AS IS, WHERE IS"
AND THAT GLRD MAKES NO WARRANTY AS TO THE SOFTWARE, THE OBLIGATIONS
OF GLRD EXPRESSLY STATED IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER
WARRANTIES OR CONDITIONS EXPRESSED OR IMPLIED.
(b) CUSTOMER AGREES THAT IT SHALL HAVE THE SOLE RESPONSIBILITY FOR
PROTECTING ITS DATA USED IN CONNECTION WITH THE SOFTWARE.
(c) CUSTOMER AGREES THAT GLRD'S LIABILITY FOR ANY AND ALL DIRECT,
COMPENSATORY LOSS OR DAMAGES, UNDER ANY THEORY OF LAW OR EQUITY,
WHETHER FOR BREACH OF CONTRACT, TORT OR OTHERWISE, ARISING OUT OF
OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE INTENDED FULFILLMENT
OF GLRD'S OBLIGATIONS HEREUNDER IS LIMITED IN THE AGGREGATE TO THE
REPLACEMENT VALUE OF THE SOFTWARE.
7. INDEMNITIES
7.1 CUSTOMER does hereby indemnify and hold GLRD harmless from all claims,
demands, costs, expenses, damages, liabilities and suits, paid, suffered
or incurred by GLRD with respect to this Agreement for which it is
responsible by breach of contract, bad faith, negligence, omission, error
or otherwise.
7.2 GLRD agrees to indemnify and hold CUSTOMER harmless from any losses,
damages and expenses that arise out of any action or claim that the
Software infringes or violates any patents, copyrights or trade secrets of
any third party.
7.3 GLRD will, at its own expense, defend any such action or claim and
CUSTOMER will, at GLRD's expense (excluding expenses which are solely
internal to CUSTOMER), assist in the defense, provided that GLRD will
control the defense and all negotiations related thereto.
8. CONFIDENTIALITY
8.1 All information concerning the current products, future products, business
plans, marketing plans or research and development of either party, or any
third party proprietary information given to either party, whether
disclosed in written, oral, or other media form to the other party, is its
employees, consultants or agents, and is marked or otherwise identified as
"confidential" or "proprietary", or which ought to be considered as
confidential from its nature or from the circumstances surrounding its
disclosure, is hereby deemed to be the propriety and confidential
information of each respective its party ("Confidential Information").
8.2 The receiving party shall disclose and grant access to the Confidential
Information only to
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those of its employees, agents and consultants who shall have a legitimate
need to know the Confidential Information for the fulfilment of its
responsibilities and obligations under this Agreement. The receiving
party shall employ the same safeguards to keep the Confidential
Information confidential of the other party as it employs to safeguard its
own trade secrets.
8.3 The obligations set forth in this Section shall not apply to information
which:
(a) is known to the receiving party before receipt thereof from the
other party, as evidenced by the receiving party's written records;
(b) is disclosed to the receiving party in good faith by a third party
who had a right to make such disclosure;
(c) is made public by the originating party, or is established to be a
part of the public domain otherwise than as a consequence of a
breach by the receiving party of its obligations hereunder;
(d) is required to be disclosed by law or by a valid order of any
governmental body or competent securities regulatory authority,
provided that the receiving party shall give the disclosing party
reasonable notice of such disclosure; or
(e) can be demonstrably proven to have been independently developed by
the receiving party.
9. TERMINATION
9.1 Either party may terminate this Agreement upon five (5) days written
notice to the other party;
9.2 Upon termination of this Agreement by either GLRD or CUSTOMER, CUSTOMER
agrees to (i) immediately return to GLRD all copies of the Software and
any related Confidential Information, including any copies of computer
programs on magnetic media and any Software Documentation, and (ii)
immediately delete from all computer systems all copies of the Software.
10. GENERAL
10.1 This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and merges all prior communications.
10.2 This Agreement shall not be assigned by CUSTOMER without the prior written
approval of GLRD. CUSTOMER shall not sublicense its rights under this
Agreement to any other person or entity and any such sub-license shall be
null and void. GLRD shall have the right to assign the agreement without
notice or consent of CUSTOMER.
10.3. This Agreement may be executed in several counterparts. It is not
necessary that each of the parties named below signed all or any one of
the counterparts, but each party must sign at least one counterpart for
this Agreement to be effective.
10.4 The execution and delivery of this Agreement by either party hereto by
facsimile transmission will constitute valid execution and delivery of
this Agreement.
10.5 This Agreement shall be governed by and construed in accordance with the
laws of Province of Ontario, Canada and the parties agree to submit to the
exclusive jurisdiction of the courts of the Province of Ontario as regards
any claim or matter arising in relation to this Agreement.
10.6 Sections 2, 6, 7 and 9 shall survive termination of this Agreement.
10.7 Schedule 1, "Alpha Test Plan" is the only schedule to this Agreement and
is deemed to be
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a part of it for all purposes.
CUSTOMER: GREAT LAKES RESEARCH &
DEVELOPMENT LTD.:
____________________________ ______________________________________
Signature Signature
____________________________ _______________________________________
Name Name
___________________________ ______________________________________
Title: Title:
___________________________ _______________________________________
Date Date
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