Exhibit 10.13
SECONDMENT AGREEMENT
THIS AGREEMENT is made as of the 25 day
of March, 2008,
B E T W E E N :
COMMUNICATE.COM DELAWARE, INC. a corporation
incorporated under the laws of Delaware;
(the “Home Company”)
OF THE FIRST PART
- and -
DOMAIN HOLDINGS, INC., a corporation
incorporated under the laws of Alberta, Canada;
(the “Host Company”)
OF THE SECOND PART
- and -
Kulveer Taggar
of Seattle, Washington
(the “Secondee”)
OF THE THIRD PART
WHEREAS the Home Company and the Host
Company wish to enter into this agreement to address all mutual
exchanges of staff by way of Secondments between the
Parties;
WHEREAS the Secondee wishes to secure the
benefits and protections offered by this Secondment
Agreement.;
WHEREAS the Parties accept this agreement
as a basis for their mutual exchange of staff by way of a
Secondment.
NOW THEREFORE, witnesseth that in
consideration of the premises and the terms and conditions
herein contained, the Parties hereto covenant and agree with
each other as follows:
1.
Definitions
(a)
"Parties" means the Parties of this agreement as
named above.
(b)
"Secondment" means an exchange of an employee of
one entity between her or his Home Company and a Host Company in
a foreign country for a period less than two years, whereby the
employee will enter into an employment contract with the Host
Company and the employment contract with the Home Company will
be suspended for the term of the secondment.
(c)
"Secondee" means the employee who is sent from
the Home Company to the Host Company.
(d)
"Home Company" means Communicate.com Delaware,
Inc.
(e)
"Home Country" means the United States.
(f)
"Host Company" means Domain.com., Inc.
(g)
"Host Country" means Canada.
(h)
“Just Cause” means the wilful
failure of the Secondee to properly carry out his duties after
notice by the Company of the failure to do so and an opportunity
for the Secondee to correct the same within 60 days from the
date of receipt of such notice, or theft, fraud, dishonesty or
material misconduct by the Secondee involving the property,
business or affairs of the Company or the carrying out of the
Secondee’s duties, or the conviction of the Secondee for
any criminal offence which the Board determines in good faith
would adversely affect the Secondee’s ability to perform
his duties hereunder, including a conviction for an offence
which adversely reflects on the integrity or reputation of the
Secondee or the Company;
(h)
"Secondment Agreement" means the agreement
between the Home Company and the Secondee with respect to the
Secondment, approved by the Host Company.
(i)
"Total Costs" means all direct and indirect
expenses of the Host Company and the Home Company relating to a
Secondment regardless of whether they constitute income of the
Secondee or not.
2.
Employment Relationships
(a)
This agreement does not affect the employment
relationship between the Secondee and the Home Company. In
case of a call back of the Secondee by the Home Company the Host
Company shall be obliged to enable the termination of any Host
employment contract in due course. The Host Company shall be
obliged to make the necessary arrangements in any Host
employment contract with respect to such a premature termination
of the Host Employment Contract in accordance with the
applicable labor law.
(b)
The Secondee will be fully integrated in the
Host Company for the duration of the Secondment according to the
employment contract with the Host Company. During the Secondment
the Secondee agrees to follow the directions of the
representatives of the Host Company.
(c)
The Secondee will be equipped with a power of
attorney for the respective Host Company, if required. Any power
of attorney for the respective Home Company will be suspended
for the duration of the Secondment.
(d)
With the consent of the Home Company and the
Secondee, the Host Company shall be authorized to transfer the
Secondee to suitable other duties and to assign her or him- also
on temporary basis to any other acceptable position.
(e)
In general, the Secondee shall be transferred to
the payroll of the Host Company.
3.
Duration of the Secondment
(a)
The duration of the Secondment is subject to
mutual agreement between the Home Company, the Host Company and
the Secondee and will be stipulated to by the Parties.
(b)
Each party is entitled to terminate the
Secondment for good cause upon written notice to the other
party. Good cause, though not limited to the following
occurrences, is present
(1)
if the Host Company ceases its business or
activities;
(2)
if the Secondee is terminated for Just
Cause;
(3)
if the employment between the Secondee and the
Home Company is terminated;
(4)
if the employment between the Secondee and the
Host Company is terminated;
(5)
if the Home Company calls the Secondee back to
the Home Company due to inevitable business requirements with
prior consent of the Secondee.
4.
Duties of the Home Company
According to this agreement, the Secondee is
entitled to several benefits and assistance provided by the Home
Company. If the Parties do not agree otherwise, the
following benefits and assistance have to be provided to the
Secondee by the Home Company, if necessary in cooperation with
external service providers:
(a)
support in obtaining Visas and work permits and
reimbursement of related costs, if required, in cooperation with
Host Company;
(b)
coordination or assistance in tax planning and
tax preparation in cooperation with selected tax services
provider; and
(c)
coordinatio
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