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Employment Agreement

Employee Retention Agreement

Employment Agreement | Document Parties: SARS Corporation You are currently viewing:
This Employee Retention Agreement involves

SARS Corporation

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Title: Employment Agreement
Governing Law: Washington     Date: 12/12/2008

Employment Agreement, Parties: sars corporation
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Exhibit 10.2: Employment Agreement

 

This Employment Agreement (“ Agreement ”), dated December 8, 2008, is made by and between Christopher Wain (“ Employee ”) and SARS Corporation , a Nevada corporation (“ Company ”).  Collectively referred to herein as the “ Parties .”

 

WHEREAS, Employee has extensive background in the area of business development, engineering and finance;

 

WHEREAS, Employee desires to be engaged by Company to provide services to Company subject to the conditions set forth herein;

 

WHEREAS, Employee has been engaged with the Company as a Consultant through Employee’s entity, ASAI Consulting, and the Parties previously executed an Amended Consulting Agreement, dated July 16, 2008 (the “ Consulting Agreement ”);

 

WHEREAS, the Parties hereby agree that this Agreement shall supersede the Consulting Agreement;

 

WHEREAS, Company is a publicly held corporation with its common stock shares trading on the Over the Counter Bulletin Board under the ticker symbol SARO and desires to further develop its business; and

 

WHEREAS, Company desires to engage Employee to provide the Services, as defined below, in his area of knowledge and expertise on the terms and subject to the conditions set forth herein.

 

NOW, THEREFORE, in consideration for those services, Employee provides to Company, the Parties agree as follows:

 

1.           Position and Services of Employee

 

Employee agrees to perform for Company the Services, defined below, during the Term, also defined below, of this Agreement, upon such terms and to the extent the Parties agree from time to time.  The nature of the Services to be provided shall include, but are not limited to, (i) business development, management and strategic advice, (ii) acting as Chief Executive Officer of SARS and its subsidiary, Secure Asset Reporting Services, Inc., (iii) assist with securing necessary key employees, and (iv) any other services as mutually agreed upon by the Parties (collectively referred to herein as the “ Services ”).

 

Employee agrees to devote his full time, attention, energies, solely and exclusively in the performance of his duties under the terms of this Agreement.  However, the expenditure of reasonable amounts of time for educational, charitable, or professional activities shall not be deemed a breach of this Agreement if those activities do not materially interfere with the services required under this Agreement, and shall not require the prior written consent of the Company’s Board of Directors.  This Agreement shall not be interpreted to prohibit Employee from making passive personal investments or conducting private business affairs, or serving on the boards of directors of other companies or other entities, if those activities do not materially interfere with the services required under this Agreement and do not violate this Agreement.

 

2.           Consideration

 

                (a)           Consideration for Services

Company agrees to pay Employee, as Employee’s salary for the Services, (i) Five Thousand Dollars (USD $5,000) per week (paid bi-weekly) and (ii) an equity award equal to eighteen percent (18%) of the current issued and outstanding common stock of the stock as of December 8, 2008.  As of December 8, 2008, the Company has a total of 49,407,916 shares of common stock issued and outstanding, eighteen percent 18% of which is equal to 8,893,425 shares of restricted common stock (the “ Shares ”). The Shares are issuable on January 2, 2009.  The Shares, when issued, sold and delivered shall be duly and validly issued, fully paid and nonassessable shares of the Company.

 

(b)             Expenses

 

The Parties agree that the Company will be responsible for paying any reasonable out of pocket expenses incurred by Employee in the performance of the Services (the “ Expenses ”).  Expenses exceeding Five Hundred Dollars (USD$500.00) shall be mutually agreed upon by the Parties before they are incurred by Employee.  If Employee is working in Northern Ireland, then Expenses shall include one full fair return flight to the United States per month. The full fair return flight may be used by family, or the reasonable equivalent cost may used for other personal travel.

 

Expenses shall also include, but are not limited to, mobile phone bill, provision of car use while in Northern Ireland and associated running costs.  Furthermore, the Parties agree that the Company shall provide reasonable housing for the Employee during his stay(s) in Northern Ireland.  The location and cost of which shall be mutually agreed upon by the Parties.

 

(c)             Benefits

 

Within sixty (60) days of the date of this Agreement, the Company and Employee shall determine, in their respective reasonable discretion, the terms of the “ Welfare Benefits ” (as hereinafter defined) to which Employee shall be entitled. For purposes hereof, “ Welfare Benefits ” shall mean medical, prescription and dental plans, in no event less favorable than those applicable to any other executive of the Company, and in all events extending to paid vacation and holiday per annum in accordance with current Company policy.

 

3.           Confidentiality

 

Each party agrees that during the course of this Agreement, information that is confidential or of a proprietary nature may be disclosed to the other party, including, but not limited to, product and business plans, software, technical processes and formulas, source codes, product designs, sales, costs and other unpublished financial information, advertising revenues, usage rates, advertising relationships, projections, and marketing data (“ Confidential Information ”). Confidential Information shall not include information that the receiving party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving party, (b) was known to the receiving party as of the time of its disclosure, (c) is independently developed by the receiving party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing party.  Confidential Information need not be marked as confidential at the time of disclosure to receive “Confidential Information” protection as required herein, rather all information disclosed that, given the nature of the information or the circumstances surrounding its disclosure reasonably should be considered as confidential, shall receive “Confidential Information” protection.

 

Employee agrees not to remove from the Company’s office or copy any of the Company’s confidential information, trade secrets, books, records, documents or customer or supplier lists, or any copies of such documents, without the express written permission of the Board of Directors of the Company or as may be required or appropriate in connection with performance hereunder.  Employee agrees, at the termination date, to return any property belonging to the Company, including, but not limited to, any and all records, notes, drawings, specifications, programs, data and other materials (or copies thereof) pertaining to the Company’s businesses or its product(s) and service(s), generated or received by Employee during the course of his employment with the Company.

 

4.             Non-Competition, Non-Solicitation .

 

Employee agrees that he shall not, during the term of this Agreement and for one (1) year subsequent thereto, without both the disclosure to and the written approval of the Board of Directors of the Company, directly or indirectly, engage or be interested in (whether as a principal, lender, employee, officer, director, partner, venturer, Employee or otherwise) any business(es) that is competitive with the business being conducted by the Company through the termination date, without the express written approval of the Board of Directors.

 

Employee agrees that he will not, without the prior written consent of the Company’s Board of Directors, for a period of one (1) year after the termination date, directly or indirectly disturb, entice, or in any other manner persuade, any


 
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