<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit_10-2.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
Exhibit 10.2
EMPLOYMENT AGREEMENT
AGREEMENT (the "Employment Agreement" or this "Agreement") dated as of the
______ day of November, 2005, between MediaMax Technology Corporation, a Nevada
corporation (the "Company"), and Kevin Clement ("Executive").
The Company and Executive hereby agree as follows:
1. Employment. The Company hereby agrees to employ Executive, effective as
of November 21, 2005 (the "Effective Date"), and Executive hereby accepts
employment effective on the Effective Date upon the terms and conditions
hereinafter set forth. (As used throughout this Agreement, "Company" shall mean
and include the Company and any and all of its present and future subsidiaries.)
Executive warrants that Executive is free to enter into and fully perform this
Agreement and is not subject to any employment, confidentiality, non-competition
or other agreement which would restrict Executive's performance under this
Agreement.
2. Duties. Executive shall devote Executive's full time to the performance
of services as the President and Chief Executive Officer of the Company,
responsible for the overall strategy and operations of the Company, and as a
member of the Board of Directors of the Company. Executive's services shall be
completely exclusive to the Company and Executive shall devote Executive's
entire time, attention and energies to the business of the Company and the
duties to which the Company shall assign him from time to time. Executive agrees
to perform Executive's services well and faithfully and to the best of
Executive's ability and to carry out the policies and directives of the Company.
Executive agrees to take no action prejudicial to the interests of the Company
during Executive's employment hereunder. Executive shall be based in offices
located in New York City, but shall work from the Company's offices in Phoenix,
Arizona as reasonably necessary to manage the business and operations of the
Company. Executive may further be required from time to time to perform duties
hereunder for reasonably short periods of time outside or either New York City
or Phoenix, Arizona.
3. Term. Executive's employment with the Company shall commence as of the
Effective Date and shall continue for until December 31, 2008 (the "Term"),
unless earlier terminated in accordance with the provisions of this Agreement.
4. Compensation. (a) For all Executive's services and covenants under this
Agreement, the Company shall pay Executive a base salary equal to (i) during the
period from the Effective Date through December 31, 2007 $250,000 per annum, and
(ii) during the period from January 1, 2008 through December 31, 2008, $300,000
per annum, in each case payable in accordance with the Company's payroll policy
as in effect from time to time ("Base Salary").
(b) In addition to the Base Salary contemplated above, Executive shall
receive (i) a starting bonus equal to $20,000, payable on the later of the
Effective Date or the first day on which Executive commences work for the
Company and (ii) a special bonus equal to $35,000, payable upon execution of
defintive documents with Apple Computer Company or its affiliates ("Apple")
regarding a strategic relationship between the Company and Apple and the
introduction into the market of CDs including the Company's copyright protection
software that is compatible for Apple's iPods. Between the date hereof and the
effective date of the pending Merger Agreemetn between the Company and SunnComm
International, Inc (the "Merger Effective Date"), the Board of Directors of the
Company shall establish an executive bonus plan for Company employees, based
1
<PAGE>
4. Compensation - continued
upon review by the Board of Directors of bonus compensation plans for comparable
companies comparable to the Company (the "Management Bonus Pool"). Executive
shall participate in the Management Bonus Pool on terms, and subject to the
conditions, established from time to time by the Board of Directors.
(c) Concurrently with the execution of this Agreement, the Board of
Directors of the Company shall grant to Executive the following stock options
(collectively, the "Options"):
(i) An option to purchase 8,900,000 shares of Common Stock, $.001 par
value per share ("Common Stock"), of the Company at an exercise price equal
to $.0425 per;
(ii) An option to purchase 8,900,000 shares of Common Stock at an
exercise price equal to $.055 per; and
(iii) An option to purchase 8.900,000 shares of Common Stock at an
exercise price equal to $.07 per share.
One-third of each such Option shall vest on the first anniversary of the
Effective Time, with the balance of each such Option vesting monthly over the
following two years. The Option shall be exercisable for a period of 10 years
from the date of grant, but shall not be exercisable more than 90 days after the
date on which Executive ceases to be an employee of the Company.;
(d) On or promptly following January 1, 2006, the Company shall issue to
Executive 4,450,000 shares of the Common Stock for a purchase price of $.001 per
share (or $4,450.00 in the aggregate). Executive acknowledges that the fair
market value of the Shares may exceed the purchase price therefore and has
consulted his tax advisors with respect to the Federal and state income tax
consequences of such stock issuance.
5. Expenses. Executive shall be entitled to reimbursement for expenses
reasonably incurred in connection with the performance of Executive's duties
hereunder in accordance with such procedures as the Company may establish from
time to time. The Company shall also pay a housing allowance of up to $2,500 per
month to reimburse Executive for the actual cost of housing arrangements for
Executive in Phoenix, Arizona through December 31, 2006. Such housing allowance
shall be paid in arrears against presentation of invoices or other eveidence of
such expenses.
6. Vacation. During Employment. Executive shall be entitled to up to three
weeks of vacation for the first 12 months of the Term and thereafter shall be
entitled to up to four weeks of vacation per year for the balance of the Term.
Unused vacation shall not roll-over into successive years.
7. Additional Benefits. During Executive's employment and subject to any
contribution therefor generally required of employees of the Company, Executive
shall be entitled to participate in any and all employee benefit plans from time
to time in effect for employees of the Company generally, but the Company shall
not be required to establish any such program or plan. Such participation shall
be subject to (i) the terms of the applicable plan documents, (ii) generally
applicable Company policies and (iii) the discretion of the Board of Directors
or any administrative or other committee provided for in or contemplated by such
plan. The Company may alter, modify, add to or delete its employee benefit plans
at any time as it, in its sole judgment, determines to be appropriate, without
recourse by the Executive.
2
<PAGE>
8. Termination of Employment.
8.1 Death or Disability. The Executive's employment shall terminate
automatically upon the Executive's death. The Company shall be entitled to
terminate the Executive's employment because of the Executive's Disability
during the Term. "Disability" means that the Executive has been unable, for
either (i) the period specified in the Company's disability plan for senior
executives (if any) or (ii) a period of 90 days out of any 120-day period, to
perform the Executive's duties under this Agreement, as a result of physical or
mental illness or injury. A termination of the Executive's employment by the
Company for Disability shall be communicated to the Executive by written notice,
and shall be effective on the 30th day after receipt of such notice by the
Executive (the "Disability Effective Date"), unless the Executive returns to
full-time performance of the Executive's duties before the Disability Effective
Date.
8.2 Termination By the Company.
8.2.1 With or Without Cause. The Company may terminate the Executive's
employment for Cause or without Cause. "Cause" means the Executive's: (i)
persistent and repeated refusal, failure or neglect to perform the material
duties of his employment under this Agreement (other by reason of the
Executive's physical or mental illness or impairment), provided that such Cause
shall be deemed to occur only after the Company gave notice thereof to the
Executive specifying in reasonable detail the conduct constituting Cause, and
the Executive failed to cure and correct his conduct within thirty (30) days
after such notice; (ii) committing any act of fraud or embezzlement, provided
that such Cause shall be deemed to occur only after the Company gave notice
thereof to the Executive specifying in reasonable detail the instances of such
conduct, and the Executive had the opportunity to be heard at a meeting of the
Board; (iii) breach of any employee non-disclosure, non-competition or
assignment of inventions agreement entered into during the Term that results in
a material detriment to the Company; (iv) conviction of a felony (including
pleading guilty to a felony) or commitment of other acts causing or likely to
cause a material detriment to the reputation of the Company; or (v) habitual
abuse of alcohol or drugs.
8.2.2 Termination Procedure. A termination of the Executive's employment
for Cause shall not be effective unless it is accomplished in accordance with
the following procedures. The Company shall give the Executive written notice
("Notice of Termination for Cause") of its intention to terminate the
Executive's employment for Cause, setting forth in reasonable detail the
specific conduct of the Executive that it considers to constitute Cause and the
specific provisions of this Agreement on which it relies, and stating the date,
time and place of the Special Board Meeting for Cause. The "Special Board
Meeting for Cause" means a meeting of the Board called and held specifically for
the purpose of considering the Executive's termination for Cause, that takes
place not less than two nor more than thirty business days after the Executive
is given the Notice of Termination for Cause. The Executive shall be given an
opportunity to be heard at the Special Board Meeting for Cause. The Executive's
termination for Cause shall be effective when and if a resolution is duly
adopted at the Special Board Meeting for Cause by affirmative vote of a majority
of the entire membership of the Board stating that, in the good faith opinion of
the Board, the Executive is guilty of the conduct described in the Notice of
Termination for Cause and that such conduct constitutes Cause under this
Agreement.
3
<PAGE>
8.3 Good Reason.
8.3.1 The Executive may terminate employment for Good Reason or without
Good Reason. "Good Reason" means:
(a) any failure by the Company to comply with any provision of Paragraph 4
of this Agreement, other than an isolated, insubstantial and inadvertent
failure that is not taken in bad faith and is remedied by the Company
promptly after receipt of notice thereof from the Executive;
(b) any other material breach by the Company of this Agreement or of any
other agreement between the Executive and the Company that is not remedied
by the Company within thirty (30) days after receipt of notice thereof from
the Executive;
(c) any public disparagement of the Executive by the Company or senior
executives of the Company;
(d) any change in the location of the base of employment of the Executive
to a location that is more than 25 miles from New York City, New York; or
(e) any material diminution in the responsibilities or authority of the
Executive within the Company following a Change of Control Event (as
defined below), without the prior written consent of the Executive. For
purposes of this Agreement, a Change of Control Event will occur upon:
(i) The acquisition by any individual, entity or group (within the
meaning of Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934 (the "Exchange Act")) (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 50 percent or
more of the then outstanding shares of the Company's stock (the "Stock");
or
(ii) There is consummated a merger or consolidation (or similar
transaction of the Company or any direct or indirect subsidiary of the
Company with any other corporation, other than (a) a merger or
consolidation (or similar transaction) which would result in the voting
securities of the Company outstanding immediately prior thereto continuing
to represent directly or indirectly more than 50% of the combined voting
power of the voting securities of the Company or such surviving or parent
entity outstanding immediately after such merger or consolidation or which
would result in those persons who are directors immediately prior to such
merger or consolidation constituting more than one half of the membership
of the board of directors or the board of directors of such surviving or
parent entity immediately after, or subsequently at any time as
contemplated by or as a result of, such merger or consolidation (or similar
transaction); or
(iii) The stockholders of the Company (or other persons having the
general power to direct the affairs of such entity) approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's
assets (or any transaction having a similar effect).
8.3.2 For purposes of this Section 8.3, any good faith determination of
"Good Reason" made by the Executive shall be conclusive. A termination of
employment by the Executive for Good Reason shall be effectuated by giving the
Company written notice ("Notice of Termination for Good Reason") of the
termination, setting forth in reasonable detail the specific conduct of the
Company that constitutes Good Reason and the specific provision(s) of this
4
<PAGE>
8.3 Good Reason - continued
Agreement on which the Executive relies. A termination of employment by the
Executive for Good Reason shall be effective 30 days following the date when the
Notice of Termination for Good Reason is given, unless the notice sets forth a
later date.
8.3.3 The failure to set forth any fact or circumstance in a Notice of
Termination for Good Reason shall not constitute a waiver of the right to
assert, and shall not preclude the party giving notice from asserting, such fact
or circumstance in an attempt to enforce any right under or provision of this
Agreement.
8.3.4 A termination of the Executive's employment by the Executive without
Good Reason shall be effected by giving the Company 30 days written notice of
the termination.
8.4 Date of Termination. The "Date of Termination" means the date of the
Executive's death, the Disability Effective Date, the date on which the
termination of the Executive's employment by the Company for Cause or without
Cause or by the Executive for Good Reason is effective, the date on which the
Executive gives the Company notice of a termination of employment without Good
Reason, or the date of expiration of this Agreement, as the case may be.
9.0 Obligations of the Company Upon Termination or Change of Control.
9.1 By the Company Other Than For Cause, Death or Disabilty; or By the
Executive for Good Reason. If, during the Term, the Company terminates the
Executive's for any other reason other than Death, Disability or Cause; or the
Executive terminates employment for Good Reason; the Company shall:
(i) pay to the Executive, in a lump sum in cash, within five business
days after the Date of Termination, an amount equal to the sum of (A)
either (x) in the event that the Date of Termination occurs prior to the
completion of one or more equity financings of the Company or SunnComm
Internation, Inc. ("SunnComm") arranged by Granite Associates, Inc.
("Granite") with gross proceeds equal to at least $2,575,000 (inclusive of
$1,100,000 being completed on or about the date hereof)(the completion of
such financings being hereinafter referred to as the "Financing
Condition"), an amount equal to six months of the Executive's then current
Base Salary or (y) in the event that the Date of Termination occurs after
satisfaction of the Financing Condition, an amount equal to 50% of the
"present value" of the Executive's then current Base Salary for the
remaining portion of the Term, using the Consumer Price Index in effect at
the Date of Termination as a discount factor in calculating "present
value," but in no event less than 100% of the Executive's then current Base
Salary for one year (the "Severance Payment"); and (B) the sum of the
following amounts (the "Accrued Obligations"): (1) any portion of the
Executive's Annual Base Salary through the Date of Termination that has not
yet been paid; (2) an amount equal to the product of (A) the maximum annual
bonus if any that the Executive would have been eligible to earn for the
year during which such termination occurs, and (B) a fraction, the
numerator of which is the number of days in such year through the Date of
Termination, and the denominator of which is 365; and (3) all compensation
and benefits payable to the Executive under the terms of the Company's
compensation and benefit plans, programs or arrangements as in effect
immediately prior to the Date of Termination; and
5
<PAGE>
9.1 By the Company Other Than For Cause, Death or Disabilty - continued
(ii) for a period of six months following the Date of Termination (the
"Continuation Period"), or such longer period as any plan, program,
practice or policy may provide, continue benefits to the Executive and/or
the Executive's family at least equal to those which would have been
provided in accordance with the applicable health, medical, life,
disability and other welfare benefit plans, programs, and practices
established by the Company and in which the Executive participates as if
the Executive's employment had not been terminated or, if more favorable to
the Executive, as in effect at any time thereafter with respect to other
senior executives of the Company and its affiliate companies and their
families; and
(iii) provide the Executive with age and service credit throughout the
Continuation Period (for all purposes, including without limitation benefit
accrual and eligibility to receive matching contributions) under all
retirement plans and deferred compensation plans ("Plans") in which the
Executive participates as of the Date of Termination; and
(iv) cause 50% of all of the Executive's outstanding equity awards
granted on or after the Effective Date, including any stock option grant,
to the extent then unvested or forfeitable, to immediately and fully vest
and, to the extent then not exercisable, to become immediately and fully
exercisable.
9.2 Death or Disability. If the Executive's employment is terminated by
reason of the Executive's death or Disability during the Term, the Company shall
pay to the Executive or, in the event of Executive's death, Executive's
designated beneficiaries (or, if there is no such beneficiary, to the
Executive's estate or legal representative), in a lump sum in cash promptly
after the Date of Termination an amount equal to the Accrued Obligations.
9.3 By the Company for Cause; By the Executive Other Than for Good Reason.
If the Executive's employment is terminated by the Company for Cause, or if the
Executive voluntarily terminates employment, other than for Good Reason, during
the Term, the Company shall pay to the Executive in a lump sum in cash within 30
days of the Date of Termination, (1) any portion of the Executive's Annual Base
Salary through the Date of Termination that has not been paid; and (2) all
compensation and benefits payable to the Executive under the terms of the
Company's compensation and benefit plans, programs or arrangements as in effect
immediately prior to the Date of Termination.
9.4 Effect of Change of Control. Without limiting any other provisions of
this Agreement and regardless of whether or not the Executive's employment with
the Company is terminated for any reason, upon the occurrence of a Change of
Control Event (regardless of whether or not such Change of Control Event occurs
during the Term or whether or not this Agreement is in effect (unless
termination of this Agreement has been consented to in writing by the
Executive)), 50% of all of the Executive's outstanding equity awards granted on
or after the Effective Date, including any stock options grant, to the extent
then unvested or forfeitable, shall immediately and fully vest and, to the
extent then not exercisable, become immediately and fully exercisable.
10. Non-Competition, Non-Disclosure and Assignment of Inventions Agreement.
As a condition of Executive' employment, Executive agrees to execute the
Company's standard Non-Competition, Non-Disclosure and Assignment of Inventions
Agreement attached as Exhibit A hereto.
11. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given three days after having been
delivered or mailed by first-class, registered or certified mail, as follows:
6
<PAGE>
11. Notices - continued
(a) if to Executive, at the address on record at the Company; and (b) if to the
Company, MediaMax Technology Corporation, 668 North 44th Street, Suite 248,
Phoenix, Arizona 85008, with a copy to David H. Feinberg, The Feinberg Law
Group, LLC, 57 River Street, Wellesley, Massachusetts 02481, or to such other
person(s) or address(es) as the Company shall have furnished to the Executive in
writing.
12. Assignability. In the event that the Company shall be merged with, or
consolidated into, any other corporation, or in the event that it shall sell and
transfer substantially all of its assets to another corporation or entity, the
terms of this Agreement shall inure to the benefit of, and be assumed by, the
corporation or entity resulting from such merger or consolidation, or to which
the Company's assets shall be sold and transferred. This Agreement shall not be
assignable by Executive.
13. Entire Agreement. This Agreement contains the entire agreement between
the Company and Executive with respect to the subject matter hereof and there
have been no oral or other prior agreements of any kind whatsoever as a
condition, precedent or inducement to the signing of this Agreement or otherwise
concerning this Agreement or the subject matter hereof.
14. Amendments. This Agreement may not be amended, nor shall any change,
waiver, modification, consent or discharge be effected except by written
instrument executed by the Company and Executive.
15. Severability. If any part of any term or provision of this Agreement
shall be held or deemed to be invalid, inoperative or unenforceable to any
extent by a court of competent jurisdiction, such circumstance shall in no way
affect any other term or provision of this Agreement, the application of such
term or provision in any other circumstances, or the validity or enforceability
of this Agreement.
16. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without regard to
conflict of law principles.
IN WITNESS WHEREOF, the parties have executed or caused to be executed this
Agreement as of the date first above written.
MEDIAMAX TECHNOLOGY CORPORATION
By: _____________________________
Name:
Title:
EXECUTIVE
_________________________________
Kevin Clement
7
<PAGE>
EXHIBIT A
NONCOMPETITION, NONDISCLOSURE AND
ASSIGNMENT OF INVENTIONS AGREEMENT
The undersigned, Kevin Clement (the "Employee"), in consideration of (i)
the Employee's employment or continued employment by MediaMax Technology
Corporation, a Nevada corporation (the "Company") and (ii) the compensation to
be paid to the Employee, hereby agrees with the Company as follows:
1. Noncompetition Covenant. During the period of employment and for the
Post-Employment Period (as defined below) after termination of such employment
(for any reason whatsoever), the Employee agrees that he or she will not,
whether alone or as a partner, officer, director, consultant, agent, employee or
stockholder of any company or other commercial enterprise, engage in any
business or other commercial activity which is competitive with the Company's
business. Without limiting the generality of the foregoing, the Employee shall
not engage in a business or other commercial enterprise that designs, conceives,
markets, distributes or develops products and services being designed,
conceived, marketed, distributed or developed by the Company at the time of
termination of such employment. The restrictions set forth in this Section shall
not restrict the Employee from working for a line of business, division or unit
of a larger entity that competes with the Company as long as the activities of
the Employee for such line of business, division or unit do not involve work by
the Employee on matters that are directly or indirectly competitive with the
Company's business. The foregoing restrictions shall not apply to ownership by
the Employee of less than 1% of the equity securities of any publicly-traded
company. "Post-Employment Period" for the purposes of this Section 1 and the
immediately following Section 2 shall mean the following: (a) one year, in the
event the Date of Termination of Employee occurs after satisfaction of the
Financing Condition as such capitalized terms are defined in the Employment
Agreement between Company and Employee; and (b) six months, in the event the
Date of Termintation occurs prior to the satisfaction of the Financing
Condition.
2. Nonsolicitation. During the period of employment by the Company and for
the Post-Employment Period (as defined above) after termination of such
employment (for any reason), the Employee will not directly or indirectly either
for himself or herself or for any other commercial enterprise, solicit or
attempt to solicit any of the Company's customers, business or prospective
customers in existence at the time of termination of such employment. For
purposes of this Agreement, "prospective customers" shall include those
customers being solicited by the Company at the time of the Employee's
termination. During such employment with the Company and for a period of one (1)
year thereafter, the Employee shall not attempt to hire, or hire, the Company's
employees, consultants or advisors, or assist in such hiring by anyone else, to
work with any business directly competitive with the Company's business.
3. Nondisclosure Obligation. The Employee will not at any time, whether
during or after the termination of employment, for any reason whatsoever (other
than to promote and advance the business of the Company), reveal to any person
or entity (both commercial and non-commercial) any of the trade secrets or
confidential business information concerning the Company: including its research
and development activities; product designs, prototypes and technical
specifications; show-how and know-how; marketing plans and strategies; pricing
and costing policies; customer and supplier lists and accounts; or nonpublic
financial information of the Company so far as they have come or may come to the
Employee's knowledge, except as may be required in the ordinary course of
performing his or her duties as an employee of the Company. This restriction
8
<PAGE>
3. Nondisclosure Obligation - continued
shall not apply to: (i) information that may be disclosed generally or is in the
public domain through no fault of the Employee; (ii) information received from a
third party outside the Company that was disclosed without a breach of any
confidentiality obligation; (iii) information approved for release by written
authorization of the Company; or (iv) information that may be required by law or
an order of any court, agency or proceeding to be disclosed. The Employee shall
keep secret all matters of such nature entrusted to him or her and shall not use
or disclose any such information for the benefit of any third party in any
manner which may injure or cause loss to the Company, whether directly or
indirectly. The Employee agrees promptly to return to the Company all manuals,
business plans, manuscripts, reports, letters, notes, notebooks, drawings,
diagrams, prints, models, data storage devices and all other materials belonging
to the Company or its customers upon the termination of employment. In addition,
any confidential information which is in electronic form or cannot otherwise be
returned to the Company shall be destroyed by the Employee upon termination of
employment. Notwithstanding the return or destruction of such confidential
business information, the Employee shall continue to be bound by the
restrictions set forth in this Section after the termination of this his or her
employment.
4. Assignment of Inventions. The Employee expressly understands and agrees
that any and all right or interest he or she has obtained or will obtain in any
designs, trade secrets, technical specifications and technical date, know-how
and show-how, customer and vendor lists, marketing plans, pricing policies,
inventions, concepts, ideas, expressions, discoveries, improvements and patent
or patent rights which are authored, conceived, devised, developed, reduced to
practice, or otherwise obtained by him or her during the term of his or her
employment with the Company which relate to or arise out of his or her
employment with the Company, or which previously have been authored, conceived,
devised, developed, reduced to practice, or otherwise obtained by him or her
during the term of his or her employment with the Company, are expressly
regarded as "works for hire" (the "Inventions"). The Employee hereby assigns to
the Company the sole and exclusive right to such Inventions. The Employee agrees
that he or she will promptly disclose to the Company any and all such
Inventions, and that, upon request of the Company, the Employee will execute and
deliver any and all documents or instruments and take any other action which the
Company shall deem necessary to assign to and vest completely in the Company, to
perfect trademark, copyright and patent protection with respect to, or to
otherwise protect the Company's trade secrets and proprietary interest in such
Inventions. The obligations of this Section shall continue beyond the
termination of the Employee's employment with respect to such Inventions
conceived of, reduced to practice, or developed by the Employee during the term
of this Employee's employment. The Company agrees to pay any and all copyright,
trademark and patent fees and expenses or other costs incurred by the Employee
for any assistance rendered to the Company pursuant to this Section.
The Employee's obligation to assign Inventions shall not apply to any
invention which: (i) was developed entirely on the Employee's own time and
effort; (ii) used no equipment, supplies, facility, trade secrets or
confidential information of the Company in its development; (iii) does not
relate to the business of the Company or to the Company's actual or anticipated
research and development activities; and (iv) does not result from any work
performed by the Employee for the Company.
9
<PAGE>
4. Assignment of Inventions - continued
The Employee agrees to be bound by any obligations or restrictions which
are made known to him or her relating to the terms of assignment of inventions
or confidentiality obligations set forth in agreements between the Company and
any third party. The Employee shall take all necessary action that may be
required from time to time to discharge the obligations of the Company under
such agreements.
5. Remedies Upon Breach. The Employee agrees that any breach of this
Agreement by the Employee could cause irreparable damage to the Company. The
Company shall have, in addition to any and all remedies of law, the right to an
injunction or other equitable relief to prevent any violation of the Employee's
obligations hereunder.
6. Absence of Conflicting Agreements. The Employee understands the Company
does not desire to acquire from him or her any trade secrets, know-how or
confidential business information that he or she may have acquired from others.
The Employee represents that he or she is not bound by any agreement,
commitment, arrangement or court order, or any other existing or previous
business relationship which violates, conflicts with or prevents the full
performance of the Employee's duties and obligations to the Company during the
course of employment. The Employee represents that he or she has no present
obligations to assign to any former employer, or to any other person or entity
not affiliated with the Company, any Inventions or other intellectual property
covered by Section 4 hereof.
7. No Employment Contract. The Employee acknowledges that this Agreement
does not constitute a contract of employment and does not imply that his or her
employment will continue for any period of time.
8. Miscellaneous. Any waiver by the Company of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach hereof. If one or more of the provisions contained in this Agreement
shall for any reason be held to be excessively broad as to scope, activity or
subject matter so as to be unenforceable at law, such provision(s) shall be
construed and reformed by the appropriate judicial body by limiting and reducing
it (or them), so as to be enforceable to the maximum extent compatible with the
applicable law as it shall then appear. The obligations of the Employee under
this Agreement shall survive the termination of the Employee's relationship with
the Company regardless of the manner of such termination. All covenants and
agreements hereunder shall inure to the benefit of and be enforceable by the
successors of the Company. This Agreement shall be governed by, and construed in
accordance with, the internal laws of The Commonwealth of Massachusetts.
10
<PAGE>
THE EMPLOYEE ACKNOWLEDGES THAT HE OR SHE HAS CAREFULLY READ THIS AGREEMENT AND
UNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.
EMPLOYEE:
Date: ______________ ___, 2005 ______________________________
Name:
Agreed to and Accepted by
MEDIAMAX TECHNOLOGY CORPORATION
By:_____________________________________________ Date: ______________ __, 2005
Name:___________________________________________
Title:__________________________________________
11
<PAGE>
</TEXT>
</DOCUMENT>