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 -
of Seattle, Washington
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:
"Parties" means the Parties of this agreement as named above.
"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.
"Secondee" means the employee who is sent from the Home Company to the Host Company.
"Home Company" means Communicate.com Delaware, Inc.
"Home Country" means the United States.
"Host Company" means Domain.com., Inc.
"Host Country" means Canada.
“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;
"Secondment Agreement" means the agreement between the Home Company and the Secondee with respect to the Secondment, approved by the Host Company.
"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.
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.
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.
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.
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.
In general, the Secondee shall be transferred to the payroll of the Host Company.
Duration of the Secondment
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.
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
if the Host Company ceases its business or activities;
if the Secondee is terminated for Just Cause;
if the employment between the Secondee and the Home Company is terminated;
if the employment between the Secondee and the Host Company is terminated;
if the Home Company calls the Secondee back to the Home Company due to inevitable business requirements with prior consent of the Secondee.
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:
support in obtaining Visas and work permits and reimbursement of related costs, if required, in cooperation with Host Company;
coordination or assistance in tax planning and tax preparation in cooperation with selected t