EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made and will be
entered into as of the 1st day of
February, 2004, by and between OMNIMED
INTERNATIONAL, INC., a Nevada corporation
maintaining its principal offices at 2 Ridgedale Avenue, Suite 217, Cedar
Knolls, N.J. 07927 (the "Company") and
MILTON HAUSER ("Employee"), an individual
residing in the State of New York.
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W I T N E S S E T H:
WHEREAS,
the Company
desires to employ
Employee as
President and Chief
Executive Officer and Employee desires to
gain employment as President and Chief
Executive Officer of the Company; and
WHEREAS,
Employee is willing to accept such employment, upon the terms and
conditions hereinafter set forth.
NOW,
THEREFORE,
in consideration of the mutual covenants and
conditions
hereinafter set forth, the parties hereto
agree as follows:
1. Employment of Employee and
Services to be Rendered. The Company hereby
engages Employee as President and Chief
Executive Officer and Employee agrees
that he shall perform such duties as are customarily rendered by such an
employee.
2. Term. The
Company hereby engages
Employee, and Employee
hereby accepts
the engagement described hereunder, for a period from the date that this
Employment agreement is duly executed by both
parties hereto (the "Commencement
Date") for a period of two years
(the "Expiration Date"), subject to prior
termination by mutual agreement of the
parties hereto or hereinafter provided.
(viii) 3.
Position and Duties. Employee shall serve as the Company's
President and Chief Executive Officer on a
full time basis.
4.
Compensation.
4.1 Salary. For Employee's services hereunder, the Company's Board of
Directors (the "Board") shall pay Employee
an annual salary of $120,000.
4.2 Discretionary
Bonus. From time to time during the Term, the Company
may pay to the Employee additional compensation in an amount
determined by the
sole discretion of the Board of
Directors.
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4.3 401(k) Plan. Employee shall be entitled to participate in any
401(k)
program that the Company may institute
during the term
specified in Section
2,
herein.
5. Intentionally
Omitted.
6.
Insurance.
6.1 Key Man Insurance. The Company shall have the right to apply
for and
take out, in the Company's own name or otherwise, at the Company's expense,
life, health, accident, or other insurance
covering Employee, in any amount the
Company deems necessary to protect the Company's interest hereunder, and
Employee shall have no right, title or interest in or to any such insurance.
Employee shall assist the Company in
obtaining such
insurance by submitting to
usual and customary medical and other examinations and by signing such
applications, statements and other instruments
as may be reasonably required by
any insurance company.
7. Business Expenses.
During the Term,
Employee shall be entitled to
receive reimbursement for all reasonable
business expenses
incurred by him (in
accordance with the policies and procedures from time to time adopted by
the
Board of Directors of the Company for its
senior executives and
consultants) in
performing services hereunder, provided that Employee properly accounts
therefore in accordance with such policy and procedures and such expenses
have
been specifically approved in advance.
Moreover, Employee expressly acknowledges
and agrees that prior verbal approval must be obtained from the
Chief Executive
Officer of the Company by Employee for
expense greater than
one hundred dollars
($100), and prior written approval for expenses greater than three hundred
dollars ($300).
8. Confidentiality.
Employee
recognizes
and acknowledges that the
technology, including but not limited to specifications, programs,
documentation, methods and data which The Company owns, plans or develops,
whether for its own use or for use by its clients, developments, designs,
inventions and improvements, trade secrets and works of authorship are
confidential and are the property of the
Company. Employee also
recognizes that
the Company's customer lists, supplier lists, proposals and procedures are
confidential and are the property of the
Company. Employee
further recognizes
and acknowledges that in order to enable
the Company to perform services for its
clients, those clients may furnish to the Company confidential information
concerning their business affairs,
property, methods of operation or other data;
that the goodwill afforded to the Company
depends upon, among other things, the
Company and its employees keeping such services and
information
confidential.
All of these materials and information
including that
relating to the Company's
systems and the Company's clients, will be referred to below as
"Proprietary
Information."
9.
Non-Disclosure. Employee agrees that, except as directed by the
Company,
and in the ordinary course of the Company's
business, Employee will not at any
time, whether during or after Employee's
employment with the
Company, disclose
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to any person or use, directly or
indirectly, for
Employee's own benefit or the
benefit of others, any Proprietary
Information, or permit
any person to examine
or make copies of any documents which may
contain or is derived from Proprietary
Information, whether prepared by Employee or otherwise
coming into
Employee's
possession or control. Employee agrees that the provisions of this paragraph
shall survive the termination of this
Agreement and Employee's employment by the
Company.
10. Possession. Employee agrees that upon request
by the Company, and
in
any event upon termination of Employee's
employment, Employee shall then over to
the Company all documents, papers or other material in
Employee's possession or
under Employee's control which may contain or be derived from Proprietary
Information, together with all documents, notes or Employee's work products
which are connected with or derived from Employee's services to the Company,
shall be either returned to the Company or,
as appropriate, permanently deleted.
Upon termination of Employee's employment with the Company,
Employee agrees to
pay in full any amount owned the
Company.
11. Ownership.
Employee hereby
assigns and agrees to assign to the Company
or its subsidiaries or affiliates,
as appropriate,
its successors,
assigns or
nominees, Employee's entire right, title and interest in any developments,
designs, patents, inventions and improvements, trade secrets, trademarks,
copyrightable subject matter or proprietary
information which
Employee has made
or conceived, or may make or conceive,
either solely or jointly with others,
while providing services to the Company,
or with the use of the
time, material
or facilities of the Company or relating to
any actual or anticipated business,
research, development, product, service or activity of the Company known to
Employee while employed at the Company,
or suggested by or
resulting from any
task assigned to Employee or work
performed by Employee
for or on behalf of the
Company, whether or not such work was performed prior to the date of this
Agreement.
12. Injunctive
Relief. Employee acknowledges that disclosure of any
Proprietary Information by Employee or breach by Employee of any of the
covenants not to compete will give rise to
irreparable injury to the Company, or
clients of the Company. Employee also
agrees that this injury to the Company, or
clients of the Company, would be inadequately compensated in money damages
alone. Accordingly, the Company or, where
appropriate the client of the Company,
may seek and obtain injunctive relief
against the breach, or threatened breach,
of the disclosure of any Proprietary Information by Employee, or breach by
Employee of any of the covenants not to
compete, in addition
to any other legal
remedies which may be available. The Company further acknowledges that the
enforcement of a remedy hereunder by way of injunction would not prevent
Employee from earning a reasonable
livelihood
