EMPLOYMENT AGREEMENT
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THIS AGREEMENT effective as of November 1, 1999.
BETWEEN:
GLOBALNETCARE, INC., of Suite 950, 2000 ▇▇▇▇▇▇ College, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇
▇▇▇
(the "Company")
OF THE FIRST PART
AND:
▇▇▇▇▇▇ LALACH of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
(the "Employee")
OF THE SECOND PART
RECITALS:
WHEREAS the Company has requested the assistance of the Employee as the "Chief
Operating Officer" and in providing certain services, as hereinafter described;
WHEREAS the Employee has agreed to provide such assistance and services to the
Company in accordance with the terms and conditions herein set forth;
NOW THEREFORE, in consideration of the foregoing recitals and the mutual
covenants set forth below, the parties hereto agree as follows:
1. DUTIES AND DEVOTION OF TIME
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1.1 Duties. During the terms of this Agreement the Employee shall be
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responsible for the duties contained in Schedule "A" attached hereto and
incorporated herein by this reference (the "Duties").
1.2 Devotion of Time. The parties hereto acknowledge and agree that the
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work of the Employee is and shall be of such a nature that regular hours are
insufficient and impractical and occasions may arise whereby the Employee shall
be required to work other than eight (8) hours per day and/or five (5) days per
week. It is also anticipated that the Employee may be required to work during
evenings, Saturdays, Sundays and Public Holidays. The Employee agrees that
the consideration set forth herein shall be in full and complete satisfaction
for such work and services, regardless of when and where such work and services
are performed. The Employee further releases the Company from any claims for
overtime pay or other such compensation which may accrue to the Employee by
reason of any existing or future legislation or otherwise. Notwithstanding the
foregoing, the Company agrees that so long as the Employee properly discharges
his duties hereunder, the Employee may devote the remainder of his time and
attention to other non-competing business pursuits.
1.3 Business Opportunities the Property of the Company. The Employee agrees
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to communicate immediately to the Company all business opportunities, inventions
and improvements in the nature of the business of the Company which, during the
term of this Agreement, the Employee may conceive, make or discover, become
aware of, directly or indirectly, or have presented to him in any manner which
relates in any way to the Company, either as it is now or as it may develop, and
such business opportunities, inventions or improvements shall become the
exclusive property of the Company without any obligation on the part of the
Company to make any payments therefor in addition to the salary and benefits
herein described to the Employee.
1.4 No Personal Use. The Employee shall not use any of the work the
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Employee shall perform for the Company for any personal purposes without first
obtaining the prior written consent of the Company.
2. SALARY, BONUSES AND BENEFITS
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2.1 Common Shares. The Employee shall be compensated by the issuance to the
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Employee of Five Hundred Thousand (500,000) common shares (the "Shares") in the
capital stock of the Company, at a deemed price of $0.56. If eligible, the
Shares shall be registered by the Company on a Form S-8 and such shares will be
subject to the resale restrictions set forth in the rules and regulations
enacted under the Securities Act of 1933, as amended.
2.2 Salary. In consideration of the Employee providing the services
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referred to herein, the Company agrees to pay the Employee a by-weekly salary of
two thousand Canadian dollars ($2,000 Cdn.), subject to increase as from time to
time approved by the Board of Directors of the Company.
3. REIMBURSEMENT OF EXPENSES
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3.1 Reimbursement of Expenses. The Employee shall be responsible for paying
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all expenses relating to his employment with the Company without reimbursement,
with the exception of those expenses which, prior to such expense having being
incurred, the President has agreed to reimburse to the Employee.
4. CONFIDENTIAL INFORMATION
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4.1 Confidential Information. The Employee shall not, either during the
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term of this Agreement or for three (3) years thereafter, without specific
consent in writing, disclose or reveal in any manner whatsoever to any other
person, firm or corporation, nor will he use, directly or indirectly, for any
purpose other than the purposes of the Company, the private affairs of the
Company or any confidential information which he may acquire during the term of
this Agreement with relation to the business and affairs of the directors and
shareholders of the Company, unless the Employee is ordered to do so by a court
of competent jurisdiction or unless required by any statutory authority.
4.2 Non-Disclosure Provisions. Paragraph 4.1 herein shall be subject to the
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further non-disclosure provisions contained in Schedule "B" attached hereto and
incorporated hereinafter by this reference.
4.3 Provisions Survive Termination. The provisions of this section shall
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survive the termination of this Agreement.
5. TERM
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5.1 Term. This Agreement shall remain in effect until terminated in
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accordance with any of the provisions contained in this Agreement.
6. TERMINATION
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6.1 Termination by Employee. Notwithstanding any other provision contained
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herein, the parties hereto agree that the Employee may terminate this Agreement,
with or without cause, by giving thirty (30) days written notice of such
intention to terminate.
6.2 Resignation or Cessation of Duties. In the event that the Employee
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ceases to perform all of the Duties, other than by reason of the Employee's
death or disability, or if the Employee resigns unilaterally and on his own
initiative from all of his positions, this Agreement shall be deemed to be
terminated by the Employee as of the date of such cessation of the Duties or
such resignation, and the Company shall have no further obligations hereunder.
6.3 Termination by Company . Notwithstanding any other provision contained
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in this Agreement, the Company may terminate the employment of the Employee at
any time for just cause by giving written notice to the Employee of its
intention to terminate this Agreement on the date specified in such notice. The
Company may also terminate the employment of the Employee without cause at any
time upon thirty (30) days written notice.
7. RIGHTS AND OBLIGATIONS UPON TERMINATION
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7.1 Rights and Obligations. Upon termination of this Agreement, the
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Employee shall deliver up to the Company all documents, papers, plans, materials
and other property of or relating to the
affairs of the Company, other than the Employee's personal papers in regard to
his role in the Company, which may then be in its or the Employee's possession
or under his control.
8. CLOSING
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8.1 Closing Date. This Agreement shall be effective as of November 1, 1999.
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8.2 Conditions of Closing. The parties hereto agree that it shall be a
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condition of the execution of this Agreement that prior to or contemporaneously
with the execution of this Agreement:
(a) this Agreement shall be approved by the Board of Directors of the
Company;
(b) the Employee shall terminate any previously existing employment
contracts or terms; and
(c) this Agreement is subject to the approval of the Quebec Securities
Commission.
9. NOTICES AND REQUESTS
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9.1 Notices and Requests. All notices and requests in connection with this
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Agreement shall be deemed given as of the day they are received either by
messenger, delivery service, or mailed by registered or certified mail with
postage prepaid and return receipt requested and addressed as follows:
(a) if to the Company:
GlobalNetCare, Inc.
Suite 950
2000 ▇▇▇▇▇▇ College
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇
with a copy to:
▇▇▇▇▇, ▇▇▇▇▇▇
Barristers & Solicitors
Suite 800
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
(b) If to the Employee:
▇▇. ▇▇▇▇▇▇ Lalach
265 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇
or to such other address as the party to receive notice or request so designates
by written notice to the other.
10. INDEPENDENT PARTIES
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10.1 Independent Parties. This Agreement is intended solely as an
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employment agreement and no partnership, agency, joint venture, distributorship
or other form of agreement is intended.
11. AGREEMENT VOLUNTARY AND EQUITABLE
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11.1 Agreement Voluntary. The parties acknowledge and declare that in
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executing this Agreement they are each relying wholly on their own judgment and
knowledge and have not been influenced to any extent whatsoever by any
representations or statements made by or on behalf of the other party regarding
any matters dealt with herein or incidental thereto.
11.2 Agreement Equitable. The parties further acknowledge and declare that
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they each have carefully considered and understand the provisions contained
herein, including, without limitation, the Employee's rights upon termination
and the restrictions on the Employee after termination and agree that the said
provisions are mutually fair and equitable, and that they executed this
Agreement voluntarily and of their own free will.
12. CONTRACT NON-ASSIGNABLE; INUREMENT
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12.1 Contract Non-Assignable. This Agreement and all other rights, benefits
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and privileges contained herein may not be assigned by the Employee.
12.2 Inurement. The rights, benefits and privileges contained herein, shall
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inure to the benefit of and be binding upon the respective parties hereto, their
heirs, executors, administrators and successors.
13. ENTIRE AGREEMENT
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13.1 Entire Agreement. This Agreement represents the entire agreement
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between the parties and supersedes any and all prior agreements and
understandings, whether written or oral, between the parties. The Employee
acknowledges that it was not induced to enter into this Agreement by any
representation, warranty, promise or other statement, except as contained
herein.
13.2 Previous Agreements Cancelled. Save and except for the express
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provisions of this Agreement, any and all previous agreements, written or oral,
between the parties hereto or on their behalf relating to the services of the
Employee for the Company are hereby terminated and cancelled and each of the
parties hereby releases and further discharges the other of and from all manner
of actions, causes of action, claims and demands whatsoever under or in respect
of any such Agreement.
14. WAIVER
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14.1 Waiver. No consent or waiver, express or implied, by either party to
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or of any breach or default by the other party in the performance by the other
of its obligations herein shall be deemed or construed to be a consent or waiver
to or of any breach or default of the same or any other obligation of such
party. Failure on the part of any party to complain of any act or failure to
act, or to declare either party in default irrespective of how long such failure
continues, shall not constitute a waiver by such party of its rights herein or
of the right to then or subsequently declare a default.
15. SEVERABILITY
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15.1 Severability. If any provision contained herein is determined to be
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void or unenforceable in whole or in part, it is to that extent deemed omitted.
The remaining provisions shall not be affected in any way.
16. AMENDMENT
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16.1 Amendment. This Agreement shall not be amended or otherwise modified
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except by a written notice of even date herewith or subsequent hereto signed by
both parties.
17. HEADINGS
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17.1 Headings. The headings of the sections and subsections herein are for
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convenience only and shall not control or affect the meaning or construction of
any provisions of this Agreement.
18. GOVERNING LAW
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18.1 Governing Law. This Agreement shall be subject to the laws of the
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State of Florida, the federal laws of the United States applicable herein and
the laws of the Province of Quebec.
19. EXECUTION
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19.1 Execution in Several Counterparts. This Agreement may be executed by
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facsimile and in several counterparts, each of which shall be deemed to be an
original and all of which shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
1st day of November, 1999.
GLOBALNETCARE, INC.
Per: /s/ Nick Pedafronimos
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Authorized Signatory
SIGNED, SEALED and DELIVERED by )
▇▇▇▇▇▇ LALACH in the presence of: )
)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ )
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Print Name )
▇-▇▇▇▇-▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇ )
------------------------------------- )
Address )
Montreal, Quebec )
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Businessman ) /s/ ▇▇▇▇▇▇ Lalach
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Occupation ) ▇▇▇▇▇▇ LALACH
SCHEDULE "A"
EMPLOYEE'S DUTIES
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The Chief Financial Officer is a key member of the management team and is
responsible for the administration and management of the Company's financial
resources, financial planning, corporate finance, treasury, tax, budgeting,
accounting records and reports, administrative services and information
technology.
SCHEDULE "B"
NON-DISCLOSURE PROVISIONS
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1. CONFIDENTIAL INFORMATION AND MATERIALS
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(a) "Confidential Information" shall mean, for the purposes of this
Employment Agreement, non-public information which the Company designates as
being confidential or which, under the circumstances surrounding disclosure
ought reasonably to be treated as confidential. Confidential Information
includes, without limitation, information, whether written, oral or communicated
by any other means, relating to released or unreleased software or, hardware
products of the Company, the marketing or promotion of any product of the
Company, the Company's business policies or practices, and information received
from others which the Company is obliged to treat as confidential. Confidential
Information disclosed to the Employee and/or agents of the Company is covered by
this Agreement.
(b) Confidential Information shall not include that information defined
as Confidential Information hereinabove which the Employee can conclusively
establish:
(i) is or subsequently becomes publicly available without breach of any
obligation of confidentiality owed by the Company;
(ii) became known to the Employee prior to disclosure by the Company to the
Employee;
(iii) became known to the Employee from a source other than the Company
other than by the breach of any obligations of confidentiality owed to the
Company; or
(iv) is independently developed by the Employee.
(c) "Confidential Materials" shall include all tangible materials
containing Confidential Information, including, without limitation, written or
printed documents and computer disks or tapes, whether machine or user readable.
2. RESTRICTIONS
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(a) The Employee shall not disclose any Confidential Information
to third parties for a period of three (3) years following the termination of
this Agreement, except as provided herein. However, the Employee may disclose
Confidential Information during bona fide execution of the Duties or in
accordance with judicial or other governmental order, provided that the Employee
shall give reasonable notice to the Company prior to such disclosure and shall
comply with any applicable protective order or equivalent.
(b) The Employee shall take reasonable security precautions, at least
as great as the precautions it takes to protect his own confidential
information, to keep confidential the Confidential Information.
(c) Confidential Information and Confidential Materials may be
disclosed, reproduced, summarized or distributed only in pursuance of the
business relationship of the Employee with the Company, and only as provided
hereunder. The Employee agrees to segregate all such Confidential Materials
from the materials of others in order to prevent co-mingling.
3. RIGHTS AND REMEDIES
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(a) The Employee shall notify the Company immediately upon discovery of
any unauthorized use or disclosure of Confidential Information or Confidential
Materials, or any other breach of this Agreement by the Employee, and shall
co-operate with the Company in every reasonable manner to aid the Company to
regain possession of the Confidential Information or Confidential Materials and
prevent all such further unauthorized use.
(b) The Employee shall return all originals, copies, reproductions and
summaries of or relating to the Confidential Information and all Confidential
Materials at the request of the Company or, at the option of the Company,
certify destruction of the same.
(c) The parties hereto recognize that a breach by the Employee of any
of the provisions contained herein would result in damages to the Company and
that the Company could not be compensated adequately for such damages by
monetary award. Accordingly, the Employee agrees that in the event of any such
breach, in addition to all other remedies available to the Company at law or in
equity, the Company shall be entitled as a matter of right to apply to a court
of competent jurisdiction for such relief by way of restraining order,
injunction, decree or otherwise, as may be appropriate to ensure compliance with
the provisions of this Agreement.
4. MISCELLANEOUS
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(a) All Confidential Information and Confidential Materials are and
shall remain the property of the Company. By disclosing information to the
Employee, the Company does not grant any express or implied right to the
Employee to or under any and all patents, copyrights, trademarks, or trade
secret information belonging to the Company.
(b) All obligations created herein shall survive change or termination
of any and all business relationships between the parties.
(c) The Company may from time to time request suggestions, feedback or
other information from the Employee on Confidential Information or on released
or unreleased software belonging to the Company. Any suggestions, feedback or
other disclosures made by the Employee are and shall be entirely voluntary on
the part of the Employee and shall not create any obligations on the part of the
Company or a confidential agreement between the Employee and the Company.
Instead, the Company shall be free to disclose and use any suggestions, feedback
or other information from the Employee as the Company sees fit, entirely without
obligation of any kind whatsoever to the Employee.