Employment Agreement, dated March 8, 2010

(a)  

any keys, security cards, passwords, devices, documents, papers, plans, materials or other property, and any copies or reproductions thereof, which may have come into the Executive’s possession during the course of the Executive’s employment with the Employer;

(b)  

any items of any nature created by the Executive in the course of his employment, whether completed or not;

(c)  

any communications or documentation transmitted by, received from, or stored in the Employer’s computer, email or voicemail systems, regardless of any personal content; and

(d)  

any Confidential Information as defined in Schedule “A” to this Agreement.

(a)  

solicit or entice, or attempt to solicit or entice, either directly or indirectly, any supplier, contractors, consultant, customer or prospective customer of the Employer as at the date of termination of this Agreement, to become a supplier, contractor, consultant, or customer of any business or enterprise that competes with the Employer;

(b)  

solicit or entice, or attempt to solicit or entice, either directly or indirectly, any employee of the Employer as at the date of termination of this Agreement, to become an employee of any business or enterprise that competes with the Employer.

(a)  

fundamental breach of this Agreement by the Executive;

(b)  

in the opinion of the Employer, poor performance by the Executive after being advised as to the standard required;

(c)  

any intentional or grossly negligent disclosure of any Confidential Information by the Executive;

(d)  

any improper use of the Employer’s property;

(e)  

violation of any local, state or federal statute by the Executive, including, without limitation, an act of dishonesty such as embezzlement or theft, whether committed during the course of or in relation to the Executive’s employment with the Employer or otherwise;

(f)  

conduct by the Executive that, in the opinion of the Employer, is materially detrimental to the business or financial position of the Employer, including conduct that has the potential to injure the reputation of the Employer if the Executive is retained as an Executive of the Employer; and

(g)  

any and all omissions, commissions or other conduct which would constitute just cause at law.

5.3  

Termination Without Cause.  Either the Executive or the Employer may terminate the Executive’s employment without cause, upon the notice set out below:

(a)  

the Executive may resign upon giving to the Employer one (1) month’s prior written notice; and

(b)  

the Employer may terminate the Executive’s employment at any time without cause upon providing to the Executive one (1) month’s prior written notice.

(a)  

If to the Employer:

(b)  

If to the Executive:

SIGNED, SEALED and DELIVERED by PAUL WATTS in the presence of:

 

 

 

Signature

 

Print Name

 

 

Address

 

 

Occupation

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(a)

“Confidential Information” will mean, for the purposes of this Agreement, non-public information which the Employer 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 the Employer software or hardware products, the marketing or promotion of any product of the Employer, the Employer business policies or practices, and information received from others which the Employer is obliged to treat as confidential.  Confidential Information disclosed to the Executive by any subsidiary and/or agents of the Employer is covered by this Agreement.

 

(b)

Confidential Information will not include that information defined as Confidential Information hereinabove which the Executive can exclusively establish:

 

(i)

is or subsequently becomes publicly available without breach of any obligation of confidentiality owed by the Employer;

 

(ii)

became known to the Executive prior to disclosure by the Employer to the Executive;

 

(iii)

became known to the Executive from a source other than the Employer other than by the breach of any obligations of confidentiality owed to the Employer; or

 

(iv)

is independently developed by the Executive.

 

(c)

Confidential Materials will 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.

 

(a)

The Executive will not disclose any Confidential Information to third parties during the term of this Agreement or following the termination of this Agreement, except as provided herein.  However, the Executive may disclose Confidential Information during bona fide execution of the Duties or in accordance with judicial or other governmental order, provided that the Executive will give reasonable notice to the Employer prior to such disclosure and will comply with any applicable protective order or equivalent.

 

(b)

The Executive will 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, as defined hereinabove.

 

(c)

Confidential Information and Materials may be disclosed, reproduced, summarized or distributed only in pursuance of the business relationship of the Executive with the Employer, and only as provided hereunder.  The Executive agrees to segregate all such Confidential Materials from the materials of others in order to prevent co-mingling.

3.

 

(a)

The Executive will notify the Employer immediately upon discovery of any unauthorized use or disclosure of Confidential Information or Materials, or any other breach of this Agreement by the Executive, and will co-operate with the Employer in every reasonable manner to aid the Employer to regain possession of said Confidential Information or Materials and prevent all such further unauthorized use.

 

(b)

The Executive will return all originals, copies, reproductions and summaries of or relating to the Confidential Information at the request of the Employer or, at the option of the Employer, certify destruction of the same.

 

(c)

The parties hereto recognize that a breach by the Executive of any of the provisions contained herein would result in damages to the Employer and that the Employer could not be compensated adequately for such damages by monetary award.  Accordingly, the Executive agrees that in the event of any such breach, in addition to all other remedies available to the Employer at law or in equity, the Employer will 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.

 

(a)

All Confidential Information and Materials are and will remain the property of the Employer.  By disclosing information to the Executive, the Employer does not grant any express or implied right to the Executive to or under any and all patents, copyrights, trademarks, or trade secret information belonging to the Employer.

 

(b)

All obligations created herein will survive change or termination of any and all business relationships between the parties.