Employment Agreement between Concentrax, Inc. and Edward Wadsworth (Lead Software Developer)

Contract Categories: Human Resources › Employment Agreements
Summary

Concentrax, Inc. offers Edward Wadsworth the position of Lead Software Developer for a three-year term, with options to renew for up to three additional years. Mr. Wadsworth will receive a salary of $7,000 per month and is required to devote his full professional time to the company. The agreement includes provisions for intellectual property transfer, confidentiality, and non-competition, as well as vacation and potential health benefits. Termination terms are specified, and the agreement is governed by Nevada law, with disputes subject to Texas courts.

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EX-10.19 5 doc4.txt
EXHIBIT 10.19 Concentrax, Inc. a Nevada Corporation August 30, 2002 Edward Wadsworth 2400 August Place, Suite 425 Houston, Texas 77057 Dear Mr. Wadsworth: It is with great pleasure that the Board of Directors of Concentrax, Inc. ("CTRX or "the Company") now extends an offer to you to become formally employed by CTRX under the following terms: Function and Title: Lead Software Developer, reporting to the Board of - ------------------- Directors of CTRX Term and Starting Date: As of the date first written above for a period of - ----------------------- three years, with three optional 1 year renewals. Compensation: 1. A salary consisting of $7,000 per month (or $84,000 per - ------------- annum) The Board of Directors, in its discretion, may increase (but not reduce) your salary during the term of employment. Duties: AsLead Software Developer, you will have the duties and - ------- responsibilities commensurate with the position oflead software developer, and you will render services to the Company as reasonably directed by the Board of Directors. In the exercise of your powers asLead Software Developer, you have all authority usually vested in alead software developer. Representation: You hereby represent and warrant to CTRX that you will make - --------------- best efforts to fulfill your duty asLead Software Developer. You further represent that you are free to accept employment with CTRX without any contractual restrictions, expressed or implied, with respect to any of your prior employers. 1 Compliance With - --------------- You agree to comply fully with all policies Policies and Procedures: and procedures in effect for employees, including - ----------------------- but not limited to, all terms and conditions set forth in the employee handbook (which we are presently drafting), compliance manual(which we are also in the process of drafting)and any other memoranda and communications applicable to you pertaining to policies, procedures, rules and regulations as may be determined by the Board of Directors from time to time. Termination/Resignation: If your employment is terminated or this Contract - ------------------------ is not renewed by the Company without "cause" (as defined below) or you choose to resign from your employment with the Company with "good cause" (as defined below) during the term of employment you will receive any salary which has been earned but unpaid prior to your termination or resignation (including any deferred amounts). Under circumstances of your resignation without good cause, you will hereby agree to act as a consultant for up minimum of 180 days to assist the Company in finding a suitable replacement and to assist the Company it its transition period. Additional Covenants: During the term of your employment, you agree that you - --------------------- will devote 100% of your professional time and your full attention during normal business hours to the business affairs of the Company. You agree that any programs, documentation or other copyrightable work that you create or work on during your employment with the Company are works made "for hire" for purposes of copyright laws. You agree that any rights in those works are owned by the Company and not by you. Intellectual Property Transfer: - ------------------------------- Any prior work that you have performed for the Company, whether individually or through Pangea, has been work-for-hire for the Company for which you have been compensated (or will be compensated prior to the commencement of your employment). From and after the commencement date of your employment, any contribution you make to development of intellectual property rights and other rights, including registered 2 and unregistered trademarks, service marks, copyrights and patents, and including trade secrets, confidential information business processes, URLs, web site addresses, web site designs, and other similar rights and property; and since you acquired in your own name these rights and incidents of personal property for the benefit of the business of the Company, you now irrevocable transfer and assign, without reservation, all of the foregoing rights and incidents of ownership, and all other intangible and tangible rights or property that is currently used by , or held for use by, the Company to the Company. You agree that you will take all such further actions as the Company may request to further effectuate the intent of the foregoing transfer and assignment of intellectual property rights and other rights and property to the Company. Restrictive Covenants: In consideration of your employment and/or continued - ---------------------- employment, you agree that beginning on the date that you execute this agreement and continuing through 12 months after the last date of your employment, you will not: (i) engage in any business (whether as an employee, consultant, director, partner or shareholder) that is in direct or indirect competition with any active or planned business of the Company ("Competitive Business"); (ii) directly or indirectly solicit or induce, or cause others to solicit or induce, any person who is employed by the Company or its subsidiaries or affiliates to terminate his or her employment with the Company; or (iii) directly or indirectly solicit or do business with any client or potential client of the Company in connection with a Competitive Business. This restrictive covenant will apply in full force and effect even in the event that you resign without good cause or are terminated with cause by the Company at any time from the date that you execute this agreement through 12 months after the last date of your employment. You will not at any time (whether during or after your employment with Company) disclose or use for your own benefit or purposes or the benefit or purposes of any other person, firm partnership, joint venture, association, corporation or other business 3 organization, entity or enterprise other than the Company or its affiliates and related entities any trade secrets or confidential information relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans, or the business and affairs of the Company generally, provided that the foregoing shall not apply to information which is not unique to the Company or which is generally known to the industry or the public other than as a result of your breach of this covenant. You agree that upon termination of your employment with the Company for any reason, you will return to the Company immediately all memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, in any way relating to the business of the Company. You further agree that you will not retain or use for your account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of the Company or its affiliates. Benefits: Presently CTRX does not offer health insurance. Effective the - --------- first day that CTRX provides health insurance for any of its employees, you may choose to be covered under CTRX's health insurance plan, subject to its exclusions and limitations. Further details of your benefits will be discussed at the appropriate time. Vacation: Three (3) weeks per annum (pro-rated for 2002, so one week remains - --------- if this agreement is signed in the Month of September or earlier). Governing Law: This agreement will be governed by and construed in - -------------- accordance with the laws of the State of Nevada (the Company's place of incorporation) without giving effect to principles of conflicts of law, and will be enforceable in the federal or state courts of Texas. Furthermore, you and the Company agree to submit to the jurisdiction of the federal or state courts of Texas for the adjudication of any dispute hereunder or in connection herewith. 4 Modification: This agreement contains the entire understanding of the - ------------- parties and may be modified only in a document signed by the parties and referring explicitly hereto. If you remain employed by CTRX after August 30, 2005, and we have not exercised our option to renew your contract, your continued employment with CTRX will be at will. In compliance with the Immigration Reform and Control Act of 1986, each new employee, as a condition of employment, must complete an Employment Verification Form I-9 and present proof of identity and employment eligibility. Please bring the necessary documentation to the office of the Company on the first business day after you sign this letter. If you accept this offer, please sign this letter in the space provided below and return a copy to a representative of the Board of Directors of the Company to indicate your acceptance. Additionally, upon your acceptance, the Board has agreed in advance to elect you to the Board for a one year term. We look forward to working with you. Sincerely yours, CONCENTRAX, INC. /s/ Mark Gifford By: _______________________________ Name: Mark Gifford Title: President AGREED AND ACCEPTED As of the date first written above /s/ Edward Wadsworth ________________________________ Edward Wadsworth 5