This employment agreement, made and entered into by and between: Pilates Web Co dba Spark Factory™ located at 4445 Corporate Lane, Suite 275, Virginia Beach VA 23462 an advertising & marketing agency (hereinafter referred to as the "Company", “Spark Factory”), and (hereinafter "Employee"), Located at: , a (hereinafter referred to as the "Employee") is to evidence the following:
WITNESSETHWHEREAS, you are signing this Agreement electronically. You agree your electronic signature is the legal equivalent of your manual/handwritten signature on this Agreement. By selecting "I Accept" using any device, means or action, you consent to the legally binding terms and conditions of this Agreement. You further agree that your signature on this document (hereafter referred to as your "E-Signature") s as valid as if you signed the document in writing. You also agree that no certification authority or other third party verification is necessary to validate your E-Signature, and that the lack of such certification or third party verification will not in any way affect the enforceability of your E-Signature or any resulting agreement between you and Spark Factory. You are also confirming that you are the employee authorized to enter into this Agreement. You further agree that each use of your Spark Factory email equates to your E-Signature and constitutes your agreement to be bound by the terms and conditions of these Disclosures and Agreement as they exist on the date of your E-Signature on this form.
WHEREAS, the Company is engaged in the business of Marketing & Advertising Services including Restaurant Point of Sale Systems. Including Paid Advertising, Social Media, Search Engine Optimization & Lead Generation hereinafter defined as the Business of the Company; and
WHEREAS, in consideration of mutual promises by the Company and the special financial benefits provided hereunder which were not heretofore available to Employee, Employee desires to enter into this Executive Agreement (the “Contract”) and agrees to abide by, comply with fulfilling in all respects the covenants and Contracts herein set forth; and
WHEREAS, as a consequence of Employee's consultancy the Employee may become deeply engaged with the business methods of the Spark Factory, including, but not limited to, its unique technical services, management practices, and business techniques, its market development projects and its relationships with its Spark Factory; and
WHEREAS, Spark Factory understands that the Employee is not firm, but an individual body, who will be exclusive to Spark Factory. It is mutually agreed the Employee shall not accept any work that competes with the business of Spark Factory. As the Employee has no prior knowledge of the digital marketing industry and/or business.
IN ADDITION, the Corporation would be irreparably injured, and the value of the capital stock of the Corporation and the goodwill of the Corporation would be irreparably damaged, if Employee were to disclose (otherwise than as permitted in this Contract) any of the confidential information concerning the Corporation's business which Employee has acquired, or will acquire, as a result of Employee's contract with the Corporation, or if Employee was to solicit the Corporation's clients in competition with the business of the Corporation, or if Employee was otherwise to impair the goodwill of the Corporation; and
WHEREAS, Employee acknowledges and agrees that the Spark Factory needs appropriate safeguards to protect its investment in its business as well as to maintain the confidentiality and secrecy of its methodologies; and
WHEREAS, the Employee desires to serve in an executive capacity with the Spark Factory to perform such duties required under the Contract subject to and in accordance with the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth, the Spark Factory and the Employee hereby agree as follows:
I. EMPLOYEE'S QUALIFICATIONS
Employee represents and warrants to the Spark Factory that the Employee is free to accept a contract with the Spark Factory as contemplated hereby, and any person, firm, partnership, association, or business organization which would in any way hinder or interfere with Employee's acceptance of, or the full performance of, Employee’s obligations hereunder, or the exercise of Employee's best efforts hereunder. Employee agrees diligently and faithfully to perform the Employee’s work and to comply with all of the rules, regulations, and instructions of the Spark Factory Employee agrees that, while under the contract of the Spark Factory during the term hereof, the Employee will not disclose any matters that will hinder the services of the Spark Factory.
II. DUTIES AND AUTHORITY
The duties of Employee shall include, but not be limited to, the following:
A. The Employee shall be represented as Senior Account Manager and perform sales-related activities to recruit and support client accounts. Such duties shall include any tasks assigned by to company
B. The Executive shall not have the authority to sign any contract, lease any property, borrow and money, pledge any of the assets of the Corporation as security for a loan, file any lawsuit or settle any claim for or against the Corporation without the written consent from of the President. The Employee shall act professionally for the Corporation; and
C. Such matters and responsibilities as of the Employee shall be restricted to the scope of sales for the United States.
D. To comply with all policies, directives, and quotas now or hereafter issued by Spark Factory with respect to the sales & business development of the Company.
In consideration of the mutual covenants herein contained Spark Factory shall compensate the Employee as follows:$600.00 per week stippendCommission25% of Setup fees15% of base packages & renewalsAll commissions are paid on collected revenueSuch payments will be made prompty or as determined by the board of directors. Comissions are paid bi-weekly on paid accounts. As an additional bonus to the employee, the corporation will pay +3.5% to reoccuring sales volumes maintained by the employees efforts that exceed $75,000 per month in new sales.
This Contract and Employee's relationship hereunder shall be for a minimum term of ninety days probationary period commencing as of the , herein referred as the initial term and automatically renewing as the renewal term for one year (the initial term, together with any and all renewal terms, are hereinafter collectively referred to as the "Contract Period"), and shall be automatically renewed from year to year. If the Employee is terminated for a cause listed below, then the Employee shall be entitled to formal written notice, but shall reserve the right to either maintain it’s designated stock share and receive benefits or sell its shares based on General Accounting Principles at fair market value. Termination for cause shall include the following reasons:
1. Conviction of a crime of moral turpitude;
2. Engaging in conduct that is injurious to the reputation of the Corporation;
3. Disclosure of any customer list, trade secret, secret process, or any other information. Concerning the business of the Corporation to any person, firm or business without the written consent by the President;
4. Any violation of this Contract; and
5. Dishonesty, theft or misappropriation of the property of the Corporation;
6. Any other conduct that is detrimental to the business of the Corporation after being informed by the Board of Directors in writing to cease and desist from such conduct and failing to cease and desist from the same within five (5) calendar days after receiving written notice.
The Spark Factory agrees to reimburse the Employee for reasonable and necessary customary travel, and other expenses incurred by employee in the performance of Employee's duties hereunder within ten (10) days after submission by Employee and approval by the Spark Factory before the expense of written receipts or vouchers therefore, providing such expenses were pre-approved and authorized. Submission by Employee of all such expenses shall be made monthly during the first ten (10) days of the following month throughout the Consultancy period. If the Employee has an auto allowance, it will be paid on a monthly basis and paid no later than (10) days after the first of the month.A monthly budget for the expense must be prior approved by the Board of Directors prior to expenditures commenced on behalf of the Employee.
Equipment - Employer may provide equipment needed for conducting business. All of these items remain the property of the company and must be returned in good working order and not damaged within two (2) business days to the company upon request or the termination of the employment. If the equipment is returned damaged or not in working condition, the cost of the equipment shall be paid for by the Employee.
Employee shall be responsible to safeguard and maintain the equipment.
Employee covenants and agrees to disclose promptly, in writing, to the Corporation, and to no other person, firm, corporation, association or partnership all methodologies, concepts, plans, notions, and ideas, made or conceived, alone or in conjunction with others, while in the employment of the Corporation, if resulting from, suggested by, or relating to such employment (whether or not made, conceived or refined at the request, at the discretion, or upon the suggestion of the Corporation during, or out of usual hours of work, or about the premiums of the Corporation, or elsewhere, and whether made, conceived or refined prior or subsequent to the execution of this Contract). All right, title, and interest to such methodologies, concepts, plans, notions, and ideas, shall be the sole and exclusive property of the Corporation.
VII. COVENANTS OF NON-DISCLOSURE
Employee agrees so long as this Contract is in effect:
A. The Employee shall use best efforts to the furtherance and promotion of the Spark Factory’s business.
B. Employee shall not at any time during the term of this Contract, or thereafter, directly or indirectly, use for Employees own benefit or purposes for the association, Spark Factory’ or business organization, or disclose (except in the performance of Employee's duties hereunder) in any manner to any person, firm, partnership, association, Spark Factory or business organization, any trade secrets, information, know-how or knowledge relating to Spark Factory, technical services, business methods and techniques, market development programs, revenues, costs, management practices, manuals contracts, documents, designs, plans or Employees) belonging to, or relating to the affairs of the Spark Factory except where required in good faith to transact the business of the Company during the term of this Contract; and
B. To provide to Spark Factory, at its request, and in any event within three (3) days after the termination of Employees services, in good condition, reasonable wear and tear excepted, all documentation and records which are the property of Spark Factory and any and all copies thereof, including, but not limited to, all manuals, promotional and instructional materials, and similar aids and equipment, all reports as well as all of Spark Factory equipment and other property in Employee's hands or under Employee's control at the time of the termination of Employee's consultancy hereunder; and
C. To keep in strict confidence all trade information, technical services, management practices, business methods and techniques, Spark Factory, lists, trade secrets, and other confidential information concerning Spark Factory 's business and its methods of doing business.
Throughout the duration of this agreement the Recipient shall not, in any manner, represent, provide services or engage in any aspects of business that would be deemed similar in nature to the business of Spark Factory without the written consent of Scott Aadal.
The recipient warrants and guarantees that throughout the duration of this agreement and for a period not to exceed 2 years following the culmination, completion or termination of this agreement, that s/he shall not directly or indirectly engage in any business that would be considered similar in nature to with Spark Factory its subsidiaries, and any current or former clients and/or customers.. Nor shall the Recipient solicit any client, customer, officer, staff or employee for the benefit of himself/herself or a third party that is or may be engaged in a similar business.
VIIII. INJUNCTIVE RELIEF
A. Employee acknowledges that (i) his experience and capabilities are such that the provisions of Section I and Section V would prevent him from earning a livelihood; (ii) the services to be rendered by him to the Corporation are of a special nature and it would be very difficult or impossible to replace those services; (iii) the terms and conditions contained in Section IV. & VII are reasonable and necessary for the protection of the Corporation's business;
X. BREACH OF CONTRACT
The restrictive covenants and allegations set forth in Sections VII, against the Employee are of the essence of this Contract and shall be construed as independent of any other of the provisions of this Contract. The existence of any claim or cause of action of the Employee against Corporation, whether predicated on this Contract or otherwise, shall not constitute a defense to the enforcement by Corporation of any of said restrictive covenants. Employee agrees that if Employee breaches any of Employee's covenants and obligations set forth in Sections VII, hereof, the Corporation shall have the right, to terminate this agreement without a set-off or waiver of the duties and obligations as set forth in section IV of this agreement.
The failure of either party at any time, or from time to time, to require performance of any of the other party's obligations under this Contract shall in no manner affect such party's right to enforce any provisions of this Contract at a subsequent time arising out of any subsequent breach.
XI. Indemnification. Limitation on Warranties, Representations, and Indemnities: Disclaimer.Employee shall defend, indemnify, and hold harmless against any third party claims arising out of or relating to any use of Spark Factory Services, including claims resulting from the use of the Spark Factory Services. Employee disclaims all warranties, express and implied, including the warranties of merchantability and fitness for a particular purpose, and any warranties arising from course of dealing, usage, or trade practice.
A. This Contract represents the entire Contract between the parties hereto and supersedes any other Contract’s, representations or understandings, written or oral, between the parties.
B. This contract has been negotiated and executed in Virginia. Any dispute, which may arise hereunder, shall be governed by and construed in accordance with, the laws of the State of Virginia. Venue and jurisdiction for any action arising hereunder shall lie exclusively in the Courts of The City of Virginia Beach, Virginia United States of America.
C. This Contract may be amended from time to time as the parties’ desire so long as such amendments are in writing and executed by the parties hereto.
D. The parties agree that this agreement may be electronically signed. The parties agree that the electronic signature appearing on this document is the same as handwritten signatures for the purpose of validity, enforceability, and admissibility.
IN WITNESS WHEREOF, the parties hereto have set their hands the day first written below through digital signatures.
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Document Name: Employment Agreement
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