Exhibit 10.2
Employment Contract
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THIS EMPLOYMENT CONTRACT dated this 8th day of May, 2009
BETWEEN:
Marine Exploration Inc of 535 16th
Street Suite 820, Denver, CO 80202
(the "Employer")
OF THE FIRST PART
- AND -
Mark
Goldberg of
(the "Employee")
OF THE SECOND PART
BACKGROUND:
A. The Employer is duly incorporated, organized and
existing under the laws of
the State of Colorado.
B. The Employer is of the opinion that the Employee has
the necessary
qualifications, experience and abilities
to assist and benefit the Employer
in its business.
C. The Employer desires to employ the Employee and the
Employee has agreed to
accept and enter such employment upon the
terms and conditions set out in
this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual
benefits and
obligations set forth in this Agreement, the receipt and
sufficiency of which
consideration is hereby acknowledged, the parties to this Agreement
agree as
follows:
Governing Law
-------------
1. This Agreement will be construed in accordance with
and governed by the
laws of the State of Colorado
Commencement Date and Term
--------------------------
2. The Employee will commence full-time employment with
the Employer on May 1,
2009 (the 'Commencement Date').
3. Subject to termination as provided in this
Agreement, the term of this
Agreement will be for a period of four
years, commencing on the
Commencement Date. At the expiration date
of this Agreement, this Agreement
will be considered renewed for regular
periods of one year, provided
neither party submits a notice of
termination. The parties acknowledge that
various provisions of this Agreement
survive past termination of
employment.
<PAGE>
Position and Duties
-------------------
4. The Employer agrees to employ the Employee as a
Chief Executive Officer
(CEO) to Day to day management of the
company's affairs, and the Employee
agrees to be employed on the terms and
conditions set out in this
Agreement. The Employee agrees to be
subject to the general supervision of
and act pursuant to the orders, advice and
direction of the Employer.
5. The Employee will perform any and all duties now and
later assigned to the
Employee by the Employer. The Employee
will also perform such other duties
as are customarily performed by one
holding such a position in other, same
or similar businesses or enterprises as
that engaged in by the Employer.
6. The Employee agrees to abide by the Employer's
rules, regulations, and
practices, including those concerning work
schedules, vacation and sick
leave, as they may from time to time be
adopted or modified.
Employee Compensation
---------------------
7. For the services rendered by the Employee as
required by this Agreement,
the Employer will pay to the Employee a
salary set from time to time in
accordance with the Employer's policy
while this Agreement is in force, of
up to $30,000 per month. The Employer is
entitled to deduct from the
Employee's compensation any applicable
deductions and remittances as
required by law.
8. The Employee understands that the Employee's
compensation as provided in
this Agreement will constitute the full
and exclusive monetary
consideration and compensation for all
services performed by the Employee
and for the performance of all the
Employee's promises and obligations in
this Agreement.
9. The Employee understands and agrees that any
additional compensation to the
Employee (whether a bonus or other form of
additional compensation) will
rest in the sole discretion of the
Employer and that the Employee will not
earn or accrue any right to additional
compensation by reason of the
Employee's employment.
10. The Employer will reimburse the Employee for all
necessary expenses
incurred by the Employee while traveling
pursuant to the Employer's
directions.
11. The Employer agrees to permit a reasonable degree of
flexibility in work
hours. In cases where extra time is worked
in a day or a week, the employee
waives any right to overtime pay or to
equivalent time off in place of
overtime pay.
Employee Benefits
-----------------
12. The Employee will be entitled to only those additional
benefits that are
currently in place for the Employer's
employees as set out in the
Employer's booklets and manuals.
13. All benefits provided by the Employer are in the
Employer's sole discretion
and are subject to change, without
compensation, upon the Employer
providing the Employee with 60 days
written notice of such change to the
benefits.
<PAGE>
14. The Employee will be entitled in each year to such
vacations as are
stipulated by the Employer's policies.
Duty to Devote Full Time
------------------------
15. The Employee agrees to devote full-time efforts to her
duties as an
Employee of the Employer.
Avoiding Conflict of Opportunities
----------------------------------
16. It is understood and agreed that any business opportunity
relating to or
similar to the Employer's current or
anticipated business opportunities
(with the exception of personal
investments in less than 5% of the equity
of a business, investments in established
family businesses, real estate,
or investments in stocks and bonds traded
on public stock exchanges) coming
to the attention of the Employee during
the Employee's employment is an
opportunity belonging to the Employer.
Therefore, the Employee will advise
the Employer of the opportunity and cannot
pursue the opportunity, directly
or indirectly, without the written consent
of the Employer.
17. Without the written consent of the Employer, the Employee
further agrees
not to: a. solely or jointly with others
undertake or join any planning for
or organization of any business activity
competitive with the current or
anticipated business activities of the
Employer; and b. directly or
indirectly, engage or participate in any
other business activities that the
Employer, in its reasonable discretion,
determines to be in conflict with
the best interests of the Employer.
Inability to Contract for Employer
----------------------------------
18. In spite of anything contained in this Agreement to the
contrary, the
Employee will not have the right to make
any contracts or commitments for
or on the behalf of the Employer without
first obtaining the express
written consent of the Employer.
Insurance
---------
19. The Employee is a valued and integral part of the
Employer and the loss of
her services to the Employer would cause a
severe hardship and economic
loss to the Employer. The Parties agree
that the Employee will:
a. permit the Employer, at any
time and from time to time, at its option,
and at its
cost, to insure her life under a policy or policies of life
insurance
issued by a life insurance company or companies selected by
the
Employer;
b. name the Employer as sole
beneficiary in the insurance policy;
c. do any and all acts and
things, and execute and deliver all or any
instruments,
paper and documents, which will be reasonably demanded by
the Employer
or the insurer for the purpose of applying for,
obtaining,
maintaining, canceling, converting, reinstating, or
liquidating
such insurance policy or policies, or collecting the
proceeds
from such insurance policy or policies including but not
limited to,
such as will be necessary to vest in the Employer and any
and all
rights, powers, privileges, options or benefits to and under
such
insurance policies;
<PAGE>
d. submit to all necessary
physical or other examinations required to
effect such
policies of insurance.
20. The Employer will use its best efforts when dealing with
potential insurers
to require such insurers to treat all
information provided to it by the
Employee as confidential.
Confidential Information and Assignment of
Inventions
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21. The Employee acknowledges in any position the Employee
may hold, in and as
a result of the Employee's employment by
the Employer, the Employee will,
or may, be making use of, acquiring or
adding to information about certain
matters and things which are confidential
to the Employer and which
information is the exclusive property of
the Employer, including, without
limitation:
a. 'Confidential Information'
means all data and information relating to
the business
and management of Employer, including proprietary and
trade secret
technology and accounting records to which access is
obtained by
the Employee, including Work Product, Computer Software,
Other
Proprietary Data, Business Operations, Marketing and
Development
Operations,
and Customers. Confidential Information will also include
any
information that has been disclosed by a third party to the
Employer and
governed by a non-disclosure agreement entered into
between the
third party and the Employer. Confidential Information
will not
include information that:
i. is generally known in the industry of the
Employer;
ii. is
now or subsequently becomes generally available to the public
through no wrongful act of the Employee;
iii. the
Employee rightfully had in its possession prior to the
disclosure to Employee by the Employer;
iv. is
independently created by the Employee without direct or
indirect use of the Confidential Information; or
v. the Employee rightfully obtains from a third party
who has the
right to transfer or disclose it. b. 'Work Product' means work
product resulting from or related to work or projects performed
or to be performed for the Employer or for clients of the
Employer, of any type or form in any stage of actual or
anticipated research and development;
c. 'Computer Software' which
means computer software resulting from or
related to
work or projects performed or to be performed for the
Employer or
for clients of the Employer, of any type or form in any
stage of
actual or anticipated research and development, including but
not limited
to programs and program modules, routines and subroutines,
processes,
algorithms, design concepts, design specifications (design
notes,
annotations, documentation, flowcharts, coding sheets, and the
like),
source code, object code and load modules, programming, program
patches and
system designs;
<PAGE>
d. 'Other Proprietary Data'
means information relating to the Employer's
proprietary
rights prior to any public disclosure of such information,
including
but not limited to the nature of the proprietary rights,
production
data, technical and engineering data, test data and test
results, the
status and details of research and development of
products and
services, and information regarding acquiring,
protecting,
enforcing and licensing proprietary rights (including
patents,
copyrights and trade secrets);
e. 'Business Operations' means
internal personnel and financial
information,
vendor names and other vendor information (including
vendor
characteristics, services and agreements), purchasing and
internal
cost information, internal services and operational manuals,
and the
manner and methods of conducting the Employer's business;
f. 'Marketing and Development
Operations' means marketing and development
plans, price
and cost data, price and fee amounts, pricing and billing
policies,
quoting procedures, marketing techniques and methods of
obtaining
business, forecasts and forecast assumptions and volumes,
and future
plans and potential strategies of the Employer which have
been or are
being discussed; and ' g. 'Customers' means names of
customers
and their representatives, contracts and their contents and
parties,
customer services, data provided by customers and the type,
quantity and
specifications of products and services purchased,
leased,
licensed or received by clients of the Employer.
Confidential Obligations
------------------------
22. The Employee agrees that a material term of the
Employee's contract with
the Employer is to keep all Confidential
Information absolutely
confidential and protect its release from
the public. The Employee agrees
not to divulge, reveal, report or use, for
any purpose, any of the
Confidential Information which the
Employee has obtained or which was
disclosed to the Employee by the Employer
as a result of the Employee's
employment by the Employer. The Employee
agrees that if there is any
question as to such disclosure then the
Employee will seek out senior
management of the Employer prior to making
any disclosure of the Employer's
information that may be covered by this
Agreement.
23. The obligations to ensure and protect the confidentiality
of the
Confidential Information imposed on the
Employee in this Agreement and any
obligations to provide notice under
