Exhibit 10.2

 

EMPLOYMENT AGREEMENT

 

THIS AGREEMENT, made effective January 1, 2004 by and between Scanner Technologies Corporation, a Minnesota corporation (the “Company”), and David Mork, an individual resident of the State of Arizona, (the “Employee”).

 

WHEREAS, the parties wish to provide for the employment of the Employee by the Company;

 

WHEREAS, the Company desires reasonable protection of its confidential business and technical information, which has been and will be acquired, and is being developed by the Company, at substantial expense;

 

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Company and the Employee, each intending to be legally bound, agree as follows:

 

1. Employment. Subject to all of the terms and conditions of this Agreement, the Company agrees to employ the Employee and the Employee accepts this employment.

 

2. Duties. The Employee as Senior Vice-President, will make the best use of his energy, knowledge and training in advancing the Company’s interests. He will diligently and conscientiously perform the duties, as such duties may be defined by the Company’s President. The Employee shall also perform such other tasks as may from time to time be reasonably required to further the growth of the Company.

 

3. Term. The Employee shall be employed at an at-will basis; either party may terminate the employment relationship upon 30 days written notice to the other.

 

4. Compensation, Benefits, & Expenses.

 

 

(b) Benefits. The Employee will be eligible to participate in benefit and profit sharing plans, which may be established by the Board of Directors of the Company. The Employee will be eligible for any Company approved medical plan after 90 days continuous employment.

 

(c) Expenses. The Company shall reimburse the Employee for all ordinary and necessary business expenses the Employee incurs while performing his duties under this Agreement, provided that the Employee accounts properly for such expenses to the Company in accordance with the general corporate policy of the Company as determined by the Company’s Board of Directors and in accordance with the requirements of Internal Revenue Service regulations relating to substantiation of expenses.

 

 

(a) “Inventions,” as used in this Section 5, means any discoveries, designs, improvements or software whether or not they are in writing or reduced to practice of works of authorship (whether or not they can be patented or copyrighted) that the Employee makes, authors, or conceives (either alone or with others) and that:

 

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(b) The Employee agrees that all Inventions he makes subsequent to the Employment Date will be the sole and exclusive property of the Company. The Employee will, with respect to any such Invention:

 

(i) keep current, accurate, and complete records, which will belong to the Company and be kept and stored on the Company’s premises;

 

(ii) promptly and fully disclose the existence and describe the nature of the Invention to the Company in writing (and without request);

 

(iii) assign (and the Employee does hereby assign) to the Company all of his rights to the Invention, any applications he makes for patents or copyrights in any country, and any parents or copyrights granted to him in any country; and

 

(iv) acknowledge and deliver promptly to the Company any written instruments, and perform any other reasonable acts necessary in the Company’s opinion and at its expense to preserve its property rights in the Invention against forfeiture, abandonment, or loss and to obtain and maintain letters patent and/or copyrights on the Invention and to vest the entire right and title to the Invention in the Company or its assign; provided, however, that the Employee makes no warranty or representation to the Company as to rights against third parties hereunder.

 

The requirements of this subsection 5 (b) do not apply to an Invention for which no equipment, facility, or trade secret information of the Company was used and which was developed entirely on the Employee’s own time, and which (i) does not relate directly to the Company’s business or to the Company’s actual research or development, or (ii) does not result from any work the Employee performed for the Company.

 

 

(a) “Confidential Information,” as used in this Section 6, means information that is not generally known and that is proprietary to the Company or that the Company is obligated to treat as proprietary. This information includes, without limitation:

 

(i)  trade secret information about the Company and its products or services;

 

(ii) “Inventions,” as defined in subsection 5 (a) above;

 

(iii) information concerning the Company’s business (including the Company’s customer and supplier lists) as the Company has conducted it or as it may conduct it in the future; and

 

(iv) information concerning any of the Company’s past, current, or possible future products, including (without limitations) information about the Company’s research, development, engineering, purchasing, manufacturing, servicing, finances, pricing, marketing or sales.

 

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Any information that reasonably can be expected to be treated as Confidential Information will be presumed to be Confidential Information (whether the Employee or others originated it and regardless of how he obtained it).

 

(b) Except as required in his duties to the Company, the Employee will not, during his association with the Company or for a period of three (3) years after termination of such association, use or disclose Confidential Information to any person not authorized by the Company to receive it, excluding Confidential Information (i) which becomes publicly available through a source other than the Employee, or (ii) which is received by the Employee after termination of his employment hereunder from a source who did not obtain the information directly or indirectly from employees or agents of the Company, or (iii) for which disclosure thereof the Company has given its prior written consent. When the Employee’s association with the Company ends, he will promptly turn over to the Company all records and any compositions, articles, devices, apparatus, and other items that disclosure, describe, or embody Confidential Information, including all copies, reproductions, and specimens of the Confidential Information in his possession, regardless of who prepared them.

 

7. Competitive Activities. The Employee agrees that during his employment with the Company and for a period of one (1) year after his employment with the company ends:

 

(a) He will not alone, or in any capacity with another firm, (i) directly or indirectly engage in any commercial activity that is competitive with the Company’s business, as constituted at the time the Employee’s employment with the Company was terminated, nor will he participate in the management or operation of, or become a significant investor in, any venture or enterprise of whatever kind whose business is the design, development, production, marketing, or serving of any product or service competitive with the business of the Company as it exists at the time his employment with the Company is terminated, (ii) solicit or in any way interfere or attempt to interfere with the Company’s relationships with any of its current or potential customers, or (iii) employ or attempt to employ any of the Company’s employees on behalf of any other entity competing with the Company; provided, however, that nothing in this Section 7 shall restrict the Employee’s employment by or association with any entity, venture or enterprise which engages in a business with a product or service competitive with a