Sample Business Contracts

Contract for Employment - Cavion Technologies Inc. and Jeff Marshall

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
  • More Employment Agreements

Sponsored Links

                          CONTRACT FOR EMPLOYMENT

     Network Acquisitions, Inc., located at 7475 Dakin Street, Denver,
Colorado 80221, which is intending to acquire certain assets and
liabilities of and subsequently change its name to Cavion Technologies,
Inc., ("Cavion") (referred to herein as the "Company" and specifically
referring to Cavion, both before and after the acquisition), and Jeff
Marshall, 6198 S. Killarney Drive, Aurora, Colorado 80016 ("Employee"), in
consideration of the mutual promises made herein, enter into this contract
for employment (the "Contract"), pursuant to the following terms,
conditions, covenants, and provisions:

                          ARTICLE 1.  EMPLOYMENT

1.1  ACCEPTANCE OF EMPLOYMENT.  The Company hereby employs Employee and
     Employee hereby accepts employment with the Company.  The term of
     this Contract will commence on the date shown on the signature page
     and, subject to the further provisions of this Contract, and unless
     otherwise terminated earlier, will end on December 31, 2001.

                      ARTICLE 2.  DUTIES OF EMPLOYEE

2.1  POSITION DESCRIPTION AND DUTIES.  Employee will serve as the
     Company's Vice President of Software Development.  Employee's duties
     will include, but not be limited to, the following:  Direct the
     Company's product development and networking operations; work with
     the senior executive team to develop objectives and plans for product
     development and engineering, taking into account the Company's
     strategic objectives; implement and monitor the plans, including
     primary responsibility for meeting any defined technology goals;
     hire, develop, supervise and support the product development and
     engineering functions of the Company; serve as a member of the senior
     executive team in planning the business and setting the strategic
     direction of the Company; and perform such other duties as reasonably
     are assigned by the Company's Chief Operating Officer.

2.2  Time and Attention.  Employee agrees to devote substantially all of
     his working time, attention and energy to the performance of his
     duties pursuant to this Contract, and to perform such duties to the
     best of his ability.  Employee will not engage in the business of any
     other person or entity while employed by the Company.

2.3  ADHERENCE TO RULES.  Employee will adhere strictly to all the
     Company's rules and policies now or hereafter in effect governing the
     conduct of Company employees.

2.4  OBLIGATIONS TO THIRD PARTIES.  Employee warrants and represents that
     he has the ability to enter into this Contract, and that he has no
     contract with or obligation to any third party that would conflict,
     or reasonably may conflict, with his performance under this Contract.

                         ARTICLE 3.  COMPENSATION

3.1  BASE COMPENSATION.  Employee will be paid an initial base annual
     salary of $100,000.00, subject to periodic raises on the same basis
     as the Company's other senior executives.  Employee's base salary
     will be payable in accordance with the Company's standard payroll
     practice for executive employees, and will be subject to the
     customary withholding tax and other employment taxes and

3.2  COMMISSIONS.  The Company will create a commission or cash bonus pool
     (the "Pool") based upon the Company's business goals, as defined by
     the Board, and the profitability of the Company.  The Pool will be
     divided among the Company's senior management, including Employee, in
     proportion to their salaries on a quarterly basis.  All decisions
     regarding the Pool, including, without limitation, the monies
     contributed to the Pool and the distribution of any monies in the
     Pool, rest with the Board in its sole and absolute discretion.

3.3  VACATION.  Employee will receive three (3) weeks paid vacation per
     year, governed by the Company's rules and policies concerning
     vacations, providing, however, that any unused vacation time at the
     end of each calendar year shall be forfeited by the Employee and
     there will be no carry-over of any vacation time from one calendar
     year to the next.

3.4  GROUP HEALTH INSURANCE.  As further compensation, Employee is
     entitled to participate, under the terms afforded to other employees
     of the Company, in any group health insurance provided by the Company
     to such other employees.  At any time when the Company's group health
     insurance policy requires employees to pay monthly premiums for
     coverage of the employee's spouse and dependents, the Company will
     pay, as further compensation to employee, such monthly premiums for
     family coverage on behalf of the Employee.  This compensation will
     take the form of additional pay added to the base compensation set
     forth in section 3.1 hereinabove.

3.5  OTHER BENEFITS.  Employee will be entitled to such other benefits as
     the Board lawfully may adopt and approve.


4.1  NONSOLICITATION.  Employee acknowledges that an important part of
     Employee's duties will be to develop good will for the Company
     through his personal contacts with others having business
     relationships with the Company, and that there is a danger that this
     good will, a proprietary asset of the Company, may follow Employee if
     his employment relationship with the Company is terminated.
     Accordingly, Employee agrees he will not, either directly or

     (a)  render, or offer to render, to any Company customer services of
          the kind offered by the Company;

     (b)  solicit for employment or employ any employee of the Company; or

     (c)  persuade, or attempt to persuade, any Company customer or any
          person or entity who has referred customers to the Company not
          to do business with the Company.

     As used in this section, "Company customer" includes any client or
     customer of the Company, and any person or entity identified, by
     Employee or otherwise, as a prospect to become a client or customer
     of the Company, during the year prior to termination of Employee's

4.2  CONFIDENTIALITY.  As used in this Contract, the phrase "Company
     confidential information" means all information, except as excluded
     in the following sentence, that:  (1) Employee obtains from the
     Company or learns, conceives, or creates during the term of
     Employee's employment with the Company, that directly relates to the
     Company's business, or (2) the Company obtains in confidence from
     third parties.  As used herein, "Company confidential information"
     does not include (1) information made generally available to the
     public, other than through Employee's actions, or (2) general skills
     or experience gained by Employee during Employee's employment with
     the Company.

     Recognizing the foregoing definition, Employee covenants that:

     (a)  Employee will not, either directly or indirectly, copy, disclose
          to others, use for the benefit of any person or entity other
          than the Company, or otherwise appropriate any Company
          confidential information, except as reasonably may be required
          in the performance of Employee's duties under this Contract;

     (b)  Employee will protect Company confidential information from
          unauthorized use or disclosure, in accordance with Company
          policy; and

     (c)  Employee immediately will notify the Company upon discovery of
          any loss, unauthorized disclosure, or unauthorized use of
          Company confidential information.

4.3  WORK PRODUCT.  As used in this Contract, the phrase "Company work
     product" means all work products developed by Employee that (1)
     result from work performed by Employee for the Company, (2) relate to
     the business of the Company, (3) relate to the Company's actual or
     demonstrably anticipated research or development, or (4) involve the
     use of Company confidential information or Company facilities.

     Recognizing the foregoing definition, Employee covenants and
     acknowledges as follows:

     (a)  All copyrightable work products developed by Employee within the
          scope of Employee's employment under this Contract are "works
          made for hire."  Employee further acknowledges that the Company
          owns all copyrights thereto.  Employee hereby assigns to the
          Company any and all other rights, including, without limitation,
          all patent, copyright, and trade secret rights, and all rights
          to recover for infringement, Employee has or may have in all
          Company work product developed by Employee, regardless of
          whether or not such Company work product is patentable.
          Employee has described in Exhibit "A" to this Contract, which is
          incorporated herein by this reference, (1) all work products
          possibly related to the Company's business in which Employee
          has, or may have, rights from previous employment, and (2) any
          and all of Employee's prior obligations related to intellectual

     (b)  Employee promptly will document and disclose to the Company all
          Company work product developed by Employee.  Employee will
          provide all reasonable assistance to the Company, at the
          Company's expense, in perfecting or protecting the Company's
          rights in any Company work product developed by Employee.  If
          Employee is not available to provide such assistance, Employee
          irrevocably appoints the Company as Employee's attorney-in-fact
          to perform all acts reasonably related to perfecting or
          protecting the Company's rights in any Company work product
          developed by Employee.

     (c)  Employee will not disclose to the Company, or use in any of
          Employee's work, any confidential or proprietary information
          belonging to others, unless both the owner and the Company have
          consented, in writing, to such disclosure or use.  Work
          performed by Employee during the term of Employee's employment
          with the Company will not knowingly infringe upon or violate any
          patent, copyright, trade secret, or other property right of any
          third party, including, without limitation, any former employer.

4.4  EFFECT OF TERMINATION.  All Company confidential information and
     Company work product is the sole property of the Company.  Upon
     termination of Employee's employment with the Company, for any
     reason, or at any time upon request of the Company, Employee will
     deliver to the Company all materials of any nature in the Employee's
     possession or control which (1) contain Company confidential
     information or Company work product, or (2) are otherwise the
     property of the Company, or any Company supplier, client, or
     strategic partner.  Employee will not retain any copies of such

4.5  TERM OF OBLIGATIONS.  Unless otherwise expressly set forth in this
     Article, Employee's obligation to protect Company confidential
     information under section 4.2 hereinabove will survive termination of
     Employee's employment, for any reason, for a period of three (3)
     years, or in the case of any trade secret, as long as such
     information remains a trade secret.  Employee's obligation to protect
     Company's work product under section 4.3 hereinabove will survive
     termination of Employee's employment for a period of three (3) years
     (with respect to work product developed by Employee during employment
     with the Company).  Employee's nonsolicitation obligations under
     section 4.1 hereinabove will survive termination of Employee's
     employment for a period of one (1) year.

4.6  REMEDIES.  Employee acknowledges that violation of this Article 4
     would cause irreparable harm to the Company, for which the Company
     could not be compensated adequately in damages.  The Company
     therefore will be entitled, in addition to any remedies otherwise
     available to it, to injunctive and other equitable relief, without
     the requirement that a bond be posted, to enforce, and prevent any
     breach of, this Article 4.

                          ARTICLE 5.  TERMINATION

5.1  RESIGNATION.  Employee will provide the Company with a minimum of 30
     days written notice of resignation.

5.2  IMMEDIATE TERMINATION.  During the term of this Contract, the Company
     may terminate Employee's employment at any time upon notice to
     Employee, upon occurrence of any of the following events:

     (a)  voluntary or involuntary dissolution, liquidation, bankruptcy or
          receivership of the Company;

     (b)  death of Employee;

     (c)  disability that prevents Employee from reasonably performing the
          duties of the position for a period of six (6) calendar months
          or an aggregate of 130 or more business days in any 12 month
          period; or

     (d)  for cause.

     As used in this section, the term "cause" includes:  (1) dishonesty,
     fraud, embezzlement or intentional injury or attempted injury, in
     each case with respect to the Company or its business; (2) a serious
     crime which reflects on Employee's suitability as an agent of the
     Company or on Employee's ability to perform under this Contract; (3)
     willful breach of duty, habitual neglect of duty, or failure to
     perform the material duties of the position, resulting in
     unsatisfactory job performance; (4) competition with the Company; or
     (5) Employee's material breach of this Contract.  If the Company
     deems Employee to be in violation of items (3) or (5) of the
     preceding sentence, Employee will receive written notice and have the
     opportunity to correct the violation within 30 days.  If Employee
     fails to correct such violation within 30 days, Employee may be
     terminated immediately.

5.3  TERMINATION AFTER NOTICE.  The Company may terminate Employee's
     employment at any time upon 30 days notice to Employee, provided the
     Company pays severance compensation, as described in section 5.4(b)


     (a)  If Employee resigns, or is terminated for any of the reasons
          described in section 5.2 hereinabove, Employee, or his estate,
          will be entitled to compensation (as described in Article 3 of
          this Contract) earned prior to the date of termination, but not
          yet paid.

     (b)  If Employee is terminated for reasons other than those described
          in section 5.2 hereinabove, Employee will be entitled to
          severance compensation equal to:  (1) compensation earned prior
          to the date of termination, but not yet paid, plus (2) severance
          pay equal to twelve months of base salary (in effect at the time
          of termination).

     (c)  In the event of a termination following a change of control, as
          defined below, Employee will be entitled to severance
          compensation, as described in section 5.4(b) hereinabove.  As
          used herein, the phrase "termination following a change of
          control" means that (1) Employee is terminated by the Company
          within three (3) months after a change of control, or (2)
          Employee resigns for good reason, as defined below, within three
          (3) months after a change of control.  As used herein, the
          phrase "Change of Control" means:  (1) a sale or liquidation of
          substantially all of the assets or outstanding stock of the
          Company, or a merger or reorganization in which the Company is
          not the surviving corporation, or Contract by the Company to
          enter into any such transaction; or (2) any change in the
          ownership of Company shares that results in a person, entity or
          group (as defined in section 13(d)(3) of the Securities Exchange
          Act of 1934) holding more than 40% of the outstanding voting
          shares of the Company.

          Issuance of shares to executives or affiliates of the Company
          under a compensatory stock grant, stock purchase or option
          approved by the Board will not be considered a change of control
          for this purpose.

          As used in this Contract, the phrase "resigns for good reason"
          means a resignation following:  (1) a substantial change in
          Employee's authority or responsibilities; (2) a substantial
          reduction in Employee's salary or benefits; (3) failure of a
          successor entity to agree to the terms of this Contract; or (4)
          a requirement for the Employee to relocate.

     (d)  If Employee is terminated because of Employee's death or
          disability, the Board, in its sole discretion, may elect to pay
          to Employee or Employee's estate all or a portion of the
          severance compensation described in section 5.4(b) hereinabove.

5.5  DUTIES FOLLOWING TERMINATION.  Following any termination of his
     employment, Employee will cooperate with the Company in the orderly
     transfer of Employee's responsibilities to whomever is designated by
     the Company.  Employee will provide reasonable cooperation at the
     Company's expense in any third party litigation or other dispute in
     which the Company is a party and which relates to the period of
     Employee's employment.  Employee immediately will transfer all
     Company property in his possession to the Company's designee.

                      ARTICLE 6.  GENERAL PROVISIONS

6.1  NOTICES.  Any notices to be given by either party to the other may be
     effected in writing either by personal delivery or by registered or
     certified mail, postage prepaid with return receipt requested,
     addressed to the address appearing in this Contract (or any new
     address of which the parties are notified in writing).  Refusal to
     accept delivery will be deemed receipt under this section.


     (a)  In the event of any dispute under this Contract, the party
          claiming a dispute will give notice to the other party
          describing the dispute.  Both parties will make good faith
          efforts to resolve the dispute informally within the Company.
          If the dispute has not been resolved within 30 days after the
          notice, either party may, upon notice to the other, submit the
          dispute to mediation in Denver, Colorado, before a mutually
          acceptable mediator.  If the parties are unable to agree upon a
          mediator, either party may request the appointment of a mediator
          by the Center for Public Resources or any other established
          dispute resolution organization.

     (b)  If mediation is not successful within 90 days or if either party
          will not submit to mediation, either party may, upon notice to
          the other, submit the dispute to binding arbitration in Denver,
          Colorado, in accordance with the rules of the Center for Public
          Resources, or any other established dispute resolution
          organization, by a single arbitrator.  The arbitration will be
          governed by the United States Arbitration Act, 9 U.S.C.  1-16,
          and judgment upon the award may be entered by any court of
          competent jurisdiction.  The arbitrator will not be empowered to
          award damages in excess of actual damages, but will be
          empowered, but not required, to require any party to pay the
          reasonable attorney fees, expert witness fees, and other
          arbitration costs of any other party.

     (c)  Except as stated in section 4.6 hereinabove, the procedures
          specified in this section will be the exclusive procedures for
          the resolution of disputes relating to this Contract.  However,
          either party may seek preliminary judicial relief in Denver,
          Colorado, to avoid irreparable damage, while continuing to
          participate in good faith in mediation or arbitration.  Both
          parties to this Contract submit to the jurisdiction of the
          binding arbitration and of any state or federal court located in
          Denver, Colorado.


     (a)  This Contract is governed by the laws of the State of Colorado.

     (b)  This Contract is binding upon the personal representatives,
          successors and assigns of the parties hereto.

     (c)  This Contract is not assignable by Employee but shall inure to
          the benefit of any successor or acquirer of the Company.

     (d)  This Contract constitutes the entire agreement between the
          parties and may not be waived or modified, except in a writing
          signed by all parties to this Contract.

     (e)  The headings used in this Contract are for convenience only and
          do not, and will not, limit the interpretation hereof.

     (f)  In the event any provision in this Contract is held to be
          invalid, void, or unenforceable, the provision will be modified
          to the minimum extent necessary, and the remainder of this
          Contract will continue in full force and effect, so as to
          effectuate, as closely as possible, the intent of this Contract.

     IN WITNESS WHEREOF, the parties have signed and delivered this
Contract for Employment.


/s/ Andrew I. Telsey               /s/ Jeff Marshall
------------------------------     -----------------------------
By:     Andrew I. Telsey
Title:  President

Dated:  February 1, 1999

                                EXHIBIT "A"
                         NETWORK ACQUISITION, INC.
                          CONTRACT FOR EMPLOYMENT

Employee has described below all work products possibly related to the
Company's business and created prior to Employee's employment by the
Company in which Employee has any right, title or interest that Employee
does not assign to the Company:



Employee has described below all prior obligations, written or oral, that
may restrict Employee's actions as an employee of the Company (such as
confidentiality or noncompete agreements):

Date                Parties             Nature of Restrictions
----                -------             ----------------------



/s/ Andrew I. Telsey               /s/ Jeff Marshall
------------------------------     -----------------------------
By:     Andrew I. Telsey
Title:  President