Sample Business Contracts

Employment Agreement - MinderSoft Inc. and John Chapin

Employment Forms

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  • 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.
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                             EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (the "Agreement"), made as of November 1,
1997, by and between MinderSoft, Inc. a Maryland corporation (the "Company"),
John Chapin, ("Employee") recites and provides as follows:


        1.      The Company is a database marketing company which uses Internet
push technology (patent pending) to deliver highly personalized reminders based
on a user-provided profile and the company's proprietary content.  National
retailers sponsor the remainder software appropriate for their industry and in
turn distribute it at no cost to their customers.

        2.      The Company desires to employ the Employee as VP, Sponsor

        3.      The Employee desires to be so employed by the Company on the
terms and conditions hereinafter set forth.

        NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are herby acknowledged, the parties hereto
agree as follows:

        1.      Employment.  The Company hereby employs the Employee, and the
Employee hereby accepts employment with the Company as VP, Sponsor Marketing.

        2.      Term.  Subject to the provisions of Section 9 of this Agreement
regarding termination, this Agreement shall remain in effect at Company's
sole discretion.

        3.      Compensation.

                (a) For all services rendered by the Employee pursuant to this
Agreement, the Company shall pay the Employee a base salary of $72,000 per
annum, payable in equal semi-monthly installments, or at such other times as may
be mutually agreed upon by the parties.  During the term of this Agreement, the
Employee's salary shall be reviewed once each Fiscal Year (as defined in Section
5(a)below), with the first such review to be made no later than October 31,

                (b)     As additional compensation, the Company shall consider
paying Employee a bonus each Fiscal Year in such amount as may be determined by
the board of directors of the Company (the "Board") in its sole discretion based
upon the profitability and overall financial condition of the Company and upon
the Employee's contribution to such profitability and financial condition.

        4.      Deductions.  The Company is authorized to deduct from the actual
compensation of the Employee such sums as may be required to be deducted or
withheld under the provisions of any federal, state, or local law or regulation
now in effect or hereafter put into effect during the term of this Agreement,
including without limitation, social security, unemployment, and income
withholding taxes.

        5.      Benefits.

                (a) The Employee shall be entitled to a paid vacation each
Fiscal Year (as defined below) of two (2) weeks, the timing of which shall be
subject to mutual agreement between the Company and the Employee.  The
Employee's attendance at trade shows, training, educational, and professional
programs and meetings shall not be charged against Employee's vacation
allowance.  The Employee shall also be entitled to paid sick leave of ten (10)
days each fiscal year.  The Employee shall not receive additional compensation
or credits for unused vacation or paid sick days, nor shall unused vacation or
paid sick days be carried forward to subsequent Fiscal Years.  For purposes of
this Agreement, a "fiscal year" shall begin on the first (1/st/) day of the
month following the date hereof and shall end on the last day of the twelfth
(12/th/) month thereafter.

                (b)  The Company shall reimburse the Employee for all expenses
reasonably and necessarily incurred by him in the performance of his duties
hereunder.  To be reimbursed, the Employee must submit written evidence of such
expenses to the Company within thirty (30) days after incurring such expense
along with a written explanation of the expense.

                (c)  The Employee shall receive such other benefits, if any, as
the Company generally provides to all other executive employees of the Company,
whether now in effect or hereafter adopted, including group hospital and
accidental insurance benefits and group disability insurance coverage.

        6.      Duties of the Employee.

                (a) The Employee is employed by the Company as VP, Sponsor
Marketing, and subject to the direction of the President, shall provide all
of the services generally associated with and inherent in the office of VP,
Sponsor Marketing.

                (b)  The Employee shall perform such other and further services
as may reasonably be requested by the President, including carrying out all of
the policies and directives of the President.

                (c) The Employee shall faithfully serve the Company in the
capacities as aforesaid, and shall at all times devote the Employee's full time,
best efforts, skills, attention, and energies to performance of the duties
hereunder to the utmost of the Employee's ability, and shall do and perform all
such services, acts, and things connected therewith as are reasonably required



and as the Board shall from time to time direct.  The Employee shall not become
engaged or involved in any activities or matters which may adversely affect or
reflect discredit on the Company or its business, or conflict with the
Employee's services to the Company.  This Agreement shall not prohibit the
Employee from investing personal assets in other businesses or entities that do
not "compete" with the Company (as described in Section 9 of this Agreement).

                (d)     The Employee may be required to relocate to the Dallas,
TX or Baltimore MD area at anytime after May, 1998 at the Company's discretion.

        7.  Confidential Information and Trade Secrets: Invention Assignment

                It is understood and agreed that the Employee will serve in a
fiduciary capacity to the Company and, as such, will comply with the standards
applicable to fiduciaries and other employees of the Company.  In furtherance
thereof, the Employee has signed of even date herewith the Confidential
Information and Invention Assignment Agreement.

        8.      Covenant Not to Compete.

                (a)     Non-Competition.  The Employee hereby covenants and
agrees that the Employee will not, without the prior written consent of the
Board, call on (or accept business from) any customers and/or prospects for the
purpose of selling goods or services to such customer and/or prospect,
commencing the date of this Agreement and continuing for a period of twelve (12)
months after the termination, expiration, or non-renewal of this Agreement for
any reason, either alone or in partnership with or in conjunction with any other
person, firm, or corporation, whether as principal, agent, shareholder,
employee, or in any other form, capacity or manner whatsoever, directly or
indirectly, participate, carry on, conduct, or be engaged in or advise, any
person, firm, corporation, or other legal entity carrying on or engaging in a
business venture which is directly or indirectly competitive with the business
conducted by the Company on the date hereof or in the future. In addition, the
Employee shall not solicit or otherwise communicate with customers of the
Company or contact, with the intention of hiring, or hire any of the Company's
employees, officers, or directors, during the period of this covenant. For
purposes hereof, "customers" shall include those persons and entities which have
purchased goods and/or services from the Company, and "prospects" shall include
those persons and entities to whom employees or independent contractors have
submitted an oral or written proposal for the purpose of providing goods and
services from the Company, in either case within the twelve (12) months prior to
the termination, expiration, or non-renewal of this Agreement.

        Moreover, the Employee shall neither accept any employment with or
render any services, directly or indirectly, to a "Competitor Organization" (as
defined below), nor independently or otherwise, render any services or develop
any "Competitive Product" (as defined below) during the period of this covenant.
For purposes of this Agreement, (i)


"Competitor Organization" means any person or organization controlled by,
controlling, or under common control with such person or organization, who or
which is engaged in, is about to become engaged in or intends to engage in any,
research on or development, production marketing, or selling of a Competitive
Product; and (ii) "Competitive Product" means any product, process, or service
of any person or organization other than the Company, in existence or under
development, which substantially resembles and competes, directly or indirectly,
with any product offered by the Company or any service rendered by the Company
on the date hereof or at any time during the period of this covenant.

        (b)     Injunctive Relief. The Employee recognizes that the Company's
remedies at law may be inadequate to protect itself against a breach of any of
the terms, covenants, and provisions of this Agreement including  by way of
illustration, but not limitation, the covenant not to compete contained in this
Section 8.  Therefore, notwithstanding any other provision of this Agreement or
any other agreement (including any other agreement generally requiring
arbitration), the Employee agrees that injunctive or other equitable relief
shall be an appropriate remedy for breach of this covenant not to compete, as
well as the other terms, covenants, and provisions of this Agreement, and shall
be a remedy in addition to any and all other remedies available to the Company.

        (c)     Effect of Violation on Term of Covenant.  If, after termination
of the Employee's employment with the Company for any reason, the Employee
violates any provision of Section 7, the Confidential Information and Invention
Assignment Agreement, or Section 8 of this Agreement, the duration of the
violated covenant shall be computed from the date the Employee resumes
compliance with such covenant or from the date the Company is granted injunctive
relief by a court of competent jurisdiction enforcing such covenant, whichever
occurs first, reduced by the number of days the Employee was not in violation of
such covenant after termination of the Employee's employment with the Company.

        (d)     Acknowledgment of Reasonableness and Necessity.  The Employee
acknowledges and agrees that in light of the duties of the Employee as VP,
Sponsor Marketing of the Company, the restrictions stated in this Section 8 are
reasonable and necessary to protect the business interests of the Company.  The
parties agree that if the restrictions set forth in this Section 8 are
determined by any court of competent jurisdiction (or arbitration panel, as the
case may be), at the time of enforcement, to be unreasonable as to the duration,
scope, area of restriction, or otherwise, then such restrictions should be
applied only to such activities and territory and only for such period of time
as the court (or arbitration panel, as the case may be) determines to be
reasonable in light of all circumstances then existing.

        (e)     Interest in Public Entities.  The restrictions set forth in this
Section 8 shall not apply to ownership by the Employee of less than five percent
(5%) beneficial interest in the outstanding equity securities of any
publicly-held business entity.  For purposes of this Agreement, "publicly-held"
shall be deemed to refer to a business entity which has securities that


have been registered under the Securities Exchange Act of 1934, as amended.

        9.      Termination of Employment.

                (a)  Upon the occurrence of any of the following events and the
expiration of any required notice, this Agreement and the Employee's employment
hereunder automatically shall terminate:

                        (1)  The death or bankruptcy of the Employee.

                        (2)  The Company's termination of the Employee's
                        employment at any time, "for cause" or not "for cause"
                        (as defined below). This Agreement and the Employee's
                        employment hereunder shall terminate upon the expiration
                        of a period of thirty (30) days after delivery by the
                        Company of written notice to the Employee of
                        termination. The phrase "for cause" shall include
                        termination because of the Employee's (i) incompetence
                        in business-related matters, (ii) willful misconduct,
                        (iii) censure or reprimand by any regulatory body, (iv)
                        breach of fiduciary duty, (v) intentional failure to
                        perform stated duties, (vi) willful violation of any
                        law, rule, or regulation (other than minor traffic
                        violations or similar offenses) including, without
                        limitation, conviction of a felony, (vii) failure to
                        perform assigned duties in a reasonably satisfactory
                        manner, or (viii) material breach of any provision of
                        this Agreement.

                        (3)  The disability of the Employee.  The term
                        "disability" as used herein, shall mean the Employee's
                        inability, by reason of any physical or mental
                        impairment, to perform the Employee's duties hereunder.
                        The Employee's disability shall be deemed to have
                        occurred if a qualified medical doctor selected by the
                        Company determines with a reasonable degree of medical
                        certainty that the Employee is unlikely to be able to
                        perform all the duties set forth herein for a period
                        exceeding three (3) months.

                        (4)  The voluntary or involuntary dissolution of the

                (b)  In the event the Employee voluntarily terminates the
Employee's employment or the Employee's employment is terminated "for cause" or
"not for cause" under this Agreement, the Employee shall be entitled to receive
from the Company only the base salary and benefits as set forth herein that have
accrued to the date of termination in full settlement of all of the Company's
obligations hereunder.

                (c)  In the event the Company terminates the employment of
Employee by reason of the Employee's disability, the Employee shall be entitled
to receive from the Company only


the base salary and benefits set forth herein that have accrued to the date of
disability and for a period of three (3) months thereafter in full settlement of
all of the Company's obligations hereunder.

        10.     Remedies.  The Employee hereby represents that the services to
be performed by the Employee under this Agreement are of a special, unique,
extraordinary, and intellectual character, which gives them a particular value,
the breach of which cannot be reasonably or adequately compensated in damages in
an action at law.  The Employee expressly acknowledges and agrees that,
notwithstanding any other agreement generally requiring arbitration, the Company
shall be entitled to obtain, in addition to any other rights or remedies the
Company may possess, injunctive or other equitable relief to prevent a
prospective or continuing breach of any provision of this Agreement by the

        11.     Costs to Enforce.  The party which substantially prevails in any
arbitration, action, suit or other proceeding (whether brought in the form of a
claim or counterclaim) to enforce any of the covenants or obligations contained
in this Agreement, or if a final judgment or order or a temporary order is
entered enforcing any of such covenants or obligations, shall be entitled to
receive from the non-prevailing party all reasonable costs and expenses incurred
by the prevailing party in connection with such arbitration, action, suit or
proceeding to enforce, including but not limited to court costs and reasonable
attorneys' fees, in addition to any other rights or remedies available to the
prevailing party under this Agreement or at law or equity.

        12.     Notices.  All notices or other communications required or
permitted by and among the parties shall be in writing and shall be deemed to
have been given, delivered or made when delivered by hand or mailed by certified
or registered mail, postage prepaid, return receipt requested and addressed
either as follows or in such other manner as a party may subsequently designate
to the other party in writing:

                If to the Company at:
                10122 Colonial Drive
                Ellicott City, Maryland 21042

                with mandatory copies to:

                Hedy Nelson, Esq.
                Ginsberg, Feldman & Bress
                1250 Connecticut Ave., N.W.
                Washington, D.C. 20036



             If to the Employee, at:

             The Employee's address as shown on the personnel records of the

        13.  Severability. In the event any one or more of the provisions
contained in this Agreement shall for any reason be held invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal, or unenforceable provision had never been
contained herein.

        14.  Entire Agreement.  This Agreement supersedes any other agreement,
whether written or oral, that may have been made or entered into by the Employee
and the Company relating to the matters contemplated hereby.  This Agreement
constitutes the entire agreement concerning the transaction contemplated herein
and there are no agreements or commitments in relation to the subject matter
hereof except as set forth herein.

        15.  Amendments.  This Agreement may not be amended or supplemented
except in writing as may mutually be agreed to by the parties.

        16.  Applicable Law.  This Agreement and the legal relations among the
parties hereto shall be governed by and construed in accordance with the
substantive laws of the State of Maryland, without giving effect to conflict of
law provisions and principles thereof.

        17.  Interpretation.  When the context in which words are used in this
Agreement indicates that such is the intent, words in the singular number shall
include the plural, and vice versa, and words in the masculine gender shall
include the feminine and neuter genders, and vice versa.

        18.  Titles and Headings.  Titles and headings to sections and
paragraphs herein are inserted for convenience of reference only, and are not
intended to be a part of or to affect the meaning or interpretation of this

        19.  Binding Effect.  This Agreement shall be binding upon and
enforceable against the Company and its successors and assigns.

        20.  No Attachment.  Except as required by law, no right to receive
payments under this Agreement shall be subject to anticipation, alienation,
sale, assignment, encumbrance, charge, pledge, or hypothecation, or to
execution, attachment, levy or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary to affect any such action shall
be null, void and of no effect.


        21.  Survival of Certain Provisions.  The agreements and covenants of
the parties pursuant to Section 8 of this Agreement shall survive the
termination of this Agreement.  Each such agreement and covenant by the Employee
shall be construed as being independent of the other provisions herein, and the
existence of any claim or cause of action by the Employee against the Company
shall not constitute a defense to the enforcement of any such covenant or

        22.  Binding Arbitration.  The Employee hereby acknowledges and agrees
that, except as otherwise set forth herein, any and all disputes arising out of
the employment relationship created hereby shall be resolved as set forth in the
Confidential Information and Invention Assignment Agreement.





        24.  Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.

        25.  Further Assurances.  The parties hereby covenant and agree to sign,
execute, and deliver, or cause to be signed, executed, and delivered, and to do
or make, or cause to be done or made, upon the reasonable request of the other
party, any and all agreements, instruments, papers, deeds, acts, or things,
supplemental, confirmatory or otherwise, as may be reasonably required by the
other party for the purpose of facilitating the performance of the provisions of
this Agreement.

        THE PARTIES, INTENDING TO BE LEGALLY BOUND, have executed this Agreement
on the date first above written.

        COMPANY:                        MinderSoft, Inc.
        -------                         a Maryland corporation

                                By:     _____________________________
                                Title:  _____________________________

        EMPLOYEE:                       John Chapin