EMPLOYMENT AGREEMENT

 

 

 

 

 

 

 

(a)           Nondisclosure of Information. The Executive acknowledges that in the course of his employment by the Company he will receive certain information and trade secrets, which may include, but are not limited to, programs, lists of acquisition or disposition prospects and knowledge of acquisition strategy, financial information and reports, lists of customers or potential customers and other proprietary information, confidential information and knowledge concerning the business of the Company (hereinafter collectively referred to as “Information”) which the Company desires to protect. The Executive understands that the Information is confidential and agrees not to reveal the Information to anyone outside the Company, unless compelled to do so by any federal or state regulatory agency or by a court order. If Executive becomes aware that disclosure of any Information is being sought by such an agency or through a court order, Executive will immediately notify the Company. The Executive further agrees that he will at no time use the Information in competing with the Company. Upon termination of Executive's employment with the Company, regardless of the reason for such termination, the Executive shall surrender to the Company all papers, documents, writings and other property produced by him/her or coming into his/her possession by or through his/her employment or relating to the Information, and the Executive agrees that all such materials are and will at all times remain the property of the Company and to the extent the Executive has any rights therein, he hereby irrevocably assigns such rights to the Company.

 

 

(b) Ownership of Information, Ideas, Concepts, Improvements, Discoveries and Inventions.

 

i.	All information, ideas, concepts, improvements, discoveries and inventions, whether patentable or not, which are conceived, made, developed or acquired by Executive or which are disclosed or made known to Executive, individually or in conjunction with others, during Executive's employment by the Company and which relate directly or indirectly to the Executive's business, products or services (including but not limited to all such information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customer's organization or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective names and marks), are and shall be the sole and exclusive property of the Company. Moreover, all drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, maps and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries and inventions are and shall be the sole and exclusive property of the Company.
ii.	In particular, Executive hereby specifically sells, assigns and transfers to the Company all of his/her worldwide right, title and interest in and to all such information, ideas, concepts, improvements, discoveries or inventions described in Section 7(b)(i) above, and any United States or foreign applications for patents, inventor's certificates or other industrial rights that may be filed thereon, including divisions, continuations, continuations-in-part, reissues and/or extensions thereof, and applications for registration of such names and marks. Both during the period of Executive's employment by the Company and thereafter, Executive shall assist the Company and its nominees at all times in the protection of such information, ideas, concepts, improvements, discoveries or inventions both in the United States and all foreign countries, including but not limited to the execution of all lawful oaths and all assignment documents requested by the Company or its nominee in connection with the preparation, prosecution, issuance or enforcement of any applications for United States or foreign letters patent, including divisions, continuations, continuations-in-part, reissues, and/or extensions thereof, and any application for the registration of such names and marks.
	The obligations under this Section 7 shall survive termination of this Agreement for any reason.

 

 

9. Non-compete, Non-Solicitation.

 

(a)

During the term of Executive's employment with the Employer and for a period of twenty four months from the voluntary or involuntary termination of Executive's employment with the  Employer for any reason whatsoever, Executive shall not, either on his or her own  account or for any person, firm, partnership, Employer, or other entity (a) solicit, interfere with, or endeavor to  cause any Executive of the Employer to leave the Employer’s employment, or (b) induce or attempt to induce any such Executive to breach any similar agreement with the Employer.

(b)

During the term of Executive's employment with the Employer and for a period of twenty four months from the voluntary or involuntary termination of Executive's employment with the Employer for any reason whatsoever, Executive shall not solicit, induce, or attempt to induce any past or current customer or vendor (including referral sources and lending institutions) of the Employer (a) to cease doing business in whole or in part with or through the Employer, or (b) to do  business with any other person, firm, partnership, corporation, or other entity which performs services materially  similar to or competitive with those provided by the Employer.

(c)

During the term of Executive's employment with the Employer and for a period of twenty four months from the voluntary or involuntary termination of Executive's employment with the Employer for any reason whatsoever, Executive (a) will not, directly or indirectly, own, manage, operate, control, be  employed by, perform services for, consult with, solicit business for, participate in, or be connected with the ownership, management, operation, or control of any business which performs services or sell products materially similar to or  competitive with those provided by the Employer within any state in which the Employer has provided services or sold products.  Executive acknowledges that Employer sells products and provides services throughout the United States.

(d)

Executive acknowledges that the restraints and restrictions set forth in this covenant are reasonably necessary to protect the legitimate business interests of the Employer.  Executive acknowledges that the Employer’s legitimate business interests include, without limitation, trade secrets as that term is defined under Fla. Stat. 688.002 (4); valuable confidential business or professional information; substantial relationships with specific prospective or existing customers, client goodwill, an ongoing business practice evidenced by trade dress, a specific albeit global geographical location, specific marketing methods and areas, and specialized training.

 

 

	●	ownership of a material interest in any supplier, contractor, subcontractor, customer, or other entity with which the Company does business;
	●	acting in any capacity, including director, officer, partner, consultant, employee, distributor, agent, or the like for a supplier, contractor, subcontractor, customer, or other entity with which the Company does business;
	●	accepting, directly or indirectly, payment, service, or loans from a supplier, contractor, subcontractor, customer, or other entity with which the Executive does business, including, but not limited to, gifts, trips, entertainment, or other favors of more than a nominal value;
	●	misuse of the Company's information or facilities to which Executive has access in a manner which will be detrimental to the Executive's interest, such as utilization for Executive’s own benefit of know-how, inventions, or information developed through the Executive's business activities;
	●	disclosure or other misuse of information of any kind obtained through Executive's connection with the Company;
	●	appropriation by Executive or the diversion to others, directly or indirectly, of any business opportunity in which it is known or could reasonably be anticipated that the Company would be interested; and
	●	the ownership, directly or indirectly, of a material interest in an enterprise in competition with the Company, or acting as an owner, director, principal, officer, partner, consultant, employee, agent, servant, or otherwise of any enterprise which is in competition with the Company.

 

 

 

If to the Executive:

 

Ermanno Santilli

(temporary address)

90 Eastwinds Court

Palm Harbor

FL 34683

if to the Company:

Dr. Ruggero Maria Santilli

Chairman of the Board of Directors

 

 

Magnegas Corporation

150 Rainville Road

Tarpon Springs, FL 34689

 

 

 

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date set forth below.

 

 

 

 

Date:       May 18, 2012