EMPLOYMENT
AGREEMENT
This EMPLOYMENT
AGREEMENT (the “ Agreement ”) dated December 10,
2008 by and between Medefile International, Inc., a Nevada
corporation (the “ Company ”), and Kevin Hauser,
an individual (the “ Employee ”).
The Company
desires to employ the Employee, and the Employee wishes to accept
such employment with the Company, upon the terms and conditions set
forth in this Agreement.
NOW THEREFORE,
in consideration of the foregoing facts and mutual agreements set
forth below, the parties, intending to be legally bound, agree as
follows:
1.
Employment . The Company hereby agrees to employ
Employee, and Employee hereby accepts such employment and agrees to
perform Employee’s duties and responsibilities in accordance
with the terms and conditions hereinafter set forth.
1.1 Duties and
Responsibilities . Employee shall serve as Vice-President of
Sales and New Business Development of the
Company. During the Employment Term (as defined below),
Employee shall:
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help build the
national sales organization;
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help develop
and manage the sales budget;
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work with
marketing and fellow management in developing the marketing
plan;
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manage
resources to achieve the sales plan;
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identify,
qualify and enlist new strategic partners;
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develop key
partnerships with select customers;
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help with
market research and planning, product management, budgeting,
strategic planning, new product development and introduction, and
marketing communications.
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In connection with these duties, Employee shall
report directly to the Company’s
President. Employee shall also have such powers and
duties as may from time to time be prescribed by the Board of
Directors or bylaws of the Company.
1.2
Employment Term . The term of this Agreement
shall commence as of December __, 2008 (the “ Effective
Date ”) and shall continue for thirty-six (36) months,
unless earlier terminated in accordance with Section 4
hereof. The term of Employee’s employment shall be
automatically renewed for successive one (1) year periods until the
Employee or the Company delivers to the other party a written
notice of their intent not to renew the Employment Term, such
written notice to be delivered at least sixty (60) days prior to
the expiration of the then-effective Employment
Term. Upon termination by the Company, Employee is
entitled to termination payments pursuant to Section 4
hereof. The period commencing as of the Effective Date
and ending thirty-six (36) months thereafter or such later date to
which the term of Employee’s employment under the Agreement
shall have been extended by mutual written Agreement is referred to
herein as the “ Employment Term .”
1.3
Extent of Service . During the Employment Term,
Employee agrees to use Employee’s best efforts to carry out
the duties and responsibilities under Section 1.1 hereof and shall
devote such time Employee deems is reasonably necessary to perform
his duties hereunder. To that end, the Company
acknowledges and agrees that Employee may dedicate some of his
business time to other ventures that do not compete directly with
the business of the Company and that doing so shall not be a
violation of Employee’s obligations under this
Agreement.
1.4
Base Salary . The Company shall pay Employee a
base salary (the “ Base Salary ”) at the annual
rate of $216,000 (U.S.), payable at such times as the Company
customarily pays its other senior level executives. In
the sole discretion of the Company, the Base Salary may be payable
through the issuance of shares of the Company’s common stock
which have been registered by the Company on a Form S-8
registration statement filed with the Securities and Exchange
Commission.
1.5
Discretionary Bonus . From time to time during
the Term, the Company may pay to the Employee additional
compensation in an amount determined by the sole discretion of the
Board of Directors.
1.6
Other Benefits . During the Employment Term,
Employee shall be entitled to participate in all employee benefit
plans and programs made available to the Company’s senior
level executives as a group or to its employees generally, as such
plans or programs may be in effect from time to time, including,
without limitation, medical, dental, short-term and long-term
disability and life insurance plans, accidental death and
dismemberment protection and travel accident
insurance. Employee shall be provided office space and
staff assistance appropriate for Employee’s position and
adequate for the performance of his duties.
1.7
Miscellaneous . Employee shall be provided with
reimbursement of expenses related to Employee’s employment by
the Company. Employee shall be entitled to vacation and
holidays in accordance with the Company’s normal personnel
policies for senior level executives.
2.
Confidential Information . Employee recognizes
and acknowledges that by reason of Employee’s employment by
and service to the Company before, during and, if applicable, after
the Employment Term, Employee will have access to certain
confidential and proprietary information relating to the
Company’s business, which may include, but is not limited to,
trade secrets, trade “know-how,” product development
techniques and plans, customer lists and addresses, cost and
pricing information, strategy and programs, computer programs and
software and financial information (collectively referred to as
“Confidential Information”). Employee
acknowledges that such Confidential Information is a valuable and
unique asset of the Company. Employee covenants that he
will not, unless expressly authorized in writing by the Board of
Directors, at any time during the course of Employee’s
employment use any Confidential Information or divulge or disclose
any Confidential Information to any person, firm or corporation
except in connection with the performance of Employee’s
duties for the Company and in a manner consistent with the
Company’s policies regarding Confidential
Information.
Employee also covenants that at any time after
the termination of such employment, directly or indirectly, he will
not use any Confidential Information or divulge or disclose any
Confidential Information to any person, firm or corporation, unless
such information is in the public domain through no fault of
Employee or except when required to do so by a court of law, by any
governmental agency having supervisory authority over the business
of the Company or by any administrative or legislative body
(including a committee thereof) with apparent jurisdiction to order
Employee to divulge, disclose or make accessible such
information.
All written Confidential Information (including,
without limitation, in any computer or other electronic format)
which comes into Employee’s possession during the course of
Employee’s employment shall remain the property of the
Company. Upon termination of Employee’s
employment, the Employee agrees to return immediately to the
Company all written Confidential Information (including, without
limitation, in any computer or other electronic format) in
Employee’s possession.
3.
Non-Competition; Non-Solicitation .
3.1
Non-Compete . The Employee hereby covenants and
agrees that during the term of this Agreement, the Employee will
not, without the prior written consent of the Company, directly or
indirectly, on his own behalf or in the service or on behalf of
others, whether or not for compensation, engage in any