Sample Business Contracts

Employment Agreement - Ltd. and Anthony Dunn

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  • 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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                             CONTRACT OF EMPLOYMENT

                  (including particulars of terms of employment
                   required by the Employment Rights Act 1996)

EMPLOYER UDATE.COM LIMITED of New Enterprise House, St Helens Street, Derby, DE1
3GY ("the Company")

EMPLOYEE ANTHONY DUNN of Apartment 501, 223 Regent Street, London, W1R 8QD

DATE: May 3, 2000


        1.1     Your employment with the Company will begin on 15th May 2000
                which is the date of commencement of your period of continuous

        1.2     Your period of continuous employment began on 1 August 1998.
                Employment with Icebreakers Personal Network Limited will count
                as part of your period of continuous employment with the

2.      JOB TITLE

        You are employed as the Chief Technical Officer.

<PAGE>   2

3.      DUTIES

        3.1     You will carry out such duties and comply with such instructions
                consistent with your position and status as the Company
                reasonably determines from time to time.

        3.2     You will report to The Chief Executive Officer.


        Your place of work will be the Company's offices at New Enterprise
        House, St Helens Street, Derby but you may be required to work at any
        other location in the United Kingdom and it is a condition of your
        employment that you comply with any such requirement. You are not
        currently required to work outside the United Kingdom other than
        business trips in the course of your duties.


        5.1     Your basic salary will be Pound Sterling87,500 per annum which
                is payable monthly in arrears on the last Friday of each month
                by bank giro credit direct to your bank.

        5.2     You will be entitled to receive a bonus which will be calculated
                at 40% of salary subject to terms and conditions to be agreed
                between the parties within three months of the date of
                commencement of your employment.

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        5.3     You will be entitled to receive a Motor Car Allowance of Pound
                Sterling16,000 per annum which is payable monthly in arrears on
                the last Friday of each month by bank giro credit direct to your
                bank. The allowance is to enable you to purchase or lease a
                motor vehicle for business and private use, such vehicle to be
                approved by the Company as suitably commensurate with your
                status. The allowance will also cover the cost of road fund
                licence, insurance premiums and running expenses in respect of
                the motor car including fuel, oil, maintenance and repairs.

6.      EXPENSES

        If you incur travelling expenses (other than travel to and from work),
        accommodation or other expenses in the course of carrying out your
        duties, you will be reimbursed for these by the Company on production of
        appropriate vouchers or receipts.


        7.1     Your normal hours of work are from 9.00am until 5.00pm Monday to
                Friday inclusive with a one hour break for lunch to be taken
                between 1.00pm and 2.00pm.

        7.2     You will be required to work such additional hours as may be
                necessary for the proper performance of your duties, for which
                you will receive no additional payment.

<PAGE>   4


        8.1     You are entitled, in addition to the usual bank and public
                holidays, to 20 working days' paid holiday in each calendar year
                of employment. Where you are employed for part of a calendar
                year only - either on commencement or termination of your
                employment - you will be entitled to paid holiday pro rata to
                the number of complete calendar months worked by you in the
                relevant calendar year. The dates of your holiday must be
                approved beforehand by your Manager. Unused holiday entitlement
                may not be carried forward to the next year without the written
                permission of your manager.

        8.2     On the termination of your employment, where you have taken more
                or less than your holiday entitlement as calculated above, an
                adjustment based on your normal rate of pay will be made in your
                final pay. The adjustment will be either by way of deduction if
                you have taken more than your entitlement, or by way of an
                additional payment where you have taken less than your
                entitlement, calculated on a pro rata basis by reference to the
                number of days' holiday in respect of which such adjustment is


        9.1     If you are absent from work due to illness or injury or for any
                other reason you must let the Company know by 10.30am on your
                first day of absence that you will be unable to attend. You must
                also keep the Company advised regularly if you continue to be
                absent and of your likely return date. If you are absent due to
                sickness or injury for one day or more,

<PAGE>   5

                immediately you return to work you must obtain and complete a
                sickness self-certification and submit it to your manager.

        9.2     If you are absent for more than seven consecutive days
                (including Saturdays and Sundays) due to illness or injury you
                must obtain a doctor's certificate where appropriate at your own
                expense and give or send it immediately to your manager.
                Thereafter any further absence must continue to be supported by
                doctor's certificates.

        9.3     Failure to comply with the above procedures will result in the
                loss of the discretionary element of Company sick pay (referred
                to below) and may also disqualify you from receiving Statutory
                Sick Pay ("SSP"). For the avoidance of doubt the Company will be
                entitled to terminate your employment in accordance with the
                terms of this Contract (whether with or without notice as
                appropriate in the circumstances) during any period of sickness

                9.3.1   Provided that you have complied with the requirements
                        above, the Company will continue to pay you at your
                        normal rate of pay during any unavoidable absence
                        through sickness or injury (whether continuous or
                        intermittent) up to a maximum, in any period of 12
                        consecutive months, of four weeks at full pay, then four
                        weeks at half pay and thereafter at the discretion of
                        the Company. Any payment made to you under this
                        provision will include any entitlement which you may
                        have to receive SSP from the Company. Company sick pay
                        will be reduced by the amount of any Social Security
                        benefits recoverable by you (whether or not recovered)
                        in respect of your illness or injury.

<PAGE>   6

9.4     Your "qualifying days" for SSP purposes are Monday to Friday


        10.1    There is no Company pension scheme and no contracting out
                certificate has been obtained in respect of your employment.

        10.2    You will be eligible for immediate insurance cover under the
                Company's life assurance scheme, (or any other scheme providing
                an equivalent benefit) subject to the rules of the scheme from
                time to time and such evidence of health as such insurance
                company may require.

        10.3    You will be eligible for immediate medical expenses insurance
                and permanent health insurance.


        You may be invited to participate in the Company's Share Option Scheme
        ("the Share Option Scheme") in accordance with its rules from time to
        time ("the Rules").


        12.1    In the ordinary course of your employment you will be exposed to
                information about the business of the Company and the Group and
                the suppliers and customers of the Company and the Group which
                is confidential or is commercially sensitive and which may not
                be readily available to competitors

<PAGE>   7

                or the general public and which if disclosed will be liable to
                cause significant harm to the Company or the Group.

        12.2    You must not whether during or after your employment, except as
                authorised or required by your duties as an employee of the
                Company, reveal to any person, firm, company or organisation or
                otherwise make use of any of the trade secrets, secret or
                confidential operations, processes or dealings or any
                information (other than that within the public domain)
                concerning the organisation, business, finances, transactions or
                affairs of the Company or any Group company (including lists of
                the customers or clients) of the Company or of any such company
                which may come to your knowledge during your employment. Nothing
                in this clause will prevent you from disclosing information to
                comply with a Court Order or perform any statutory obligation on
                you to do so.


        You will not during your employment, except with the written consent of
        the Company, be directly or indirectly engaged, concerned or interested
        in any other trade, business or occupation whatsoever. Further, you must
        not during your employment except with the Company's written consent,
        introduce to any other competing business orders for goods or services
        with which the Company is able to deal.

<PAGE>   8


        14.1   The Company does not operate a formal disciplinary procedure
               which is applicable to your employment. If you have any grievance
               in relation to your employment you should raise it with your
               manager in writing. If the matter is not resolved you may then
               take it up in writing with the Chief Executive Officer whose
               decision will be final.


        15.1    Subject as follows the Company can terminate your employment at
                any time by giving you twelve calendar months' written notice.

        15.2    You may terminate your employment at any time by giving the
                Company at least six calendar months' written notice.

        15.3    The Company has the right to terminate your employment without
                notice if you breach the terms and conditions of your employment
                and/or in the case of gross misconduct. Gross misconduct
                includes (but is not limited to) dishonesty, fraud, insider
                dealing, breach of company confidentiality, pilferage, being
                under the influence of alcohol or prescribed drugs or other
                substances at work, flagrant disobedience of reasonable orders
                from superiors, causing actual or threatening physical harm,
                harassment (sexual racial or by reason of another's disability)
                and causing damage to Company property.

<PAGE>   9


        On request and in any event on termination of your employment for any
        reason you are required to return to the Company all company property
        including any company car, company credit or charge cards, your security
        pass, all keys, computer hard and software including discs and all
        documents in whatever form (including notes and minutes of meetings,
        customer lists, diaries and address books, computer printouts, plans,
        projections) together with all copies which are in your possession or
        under your control. The ownership of all such property and documents
        will at all time remain vested in the Company.


        17.1    For the purposes of this clause "RELEVANT GOODS OR SERVICES" are
                goods or services which are the same as or of a similar kind to
                those which in the period of 12 months before the termination of
                your employment have been dealt in or supplied by you in the
                course of your duties for the Company or any Group Company,
                "RELEVANT CUSTOMER" means any person, firm, company or
                organisation with whom you have dealt in the period of 12 months
                before the termination of your employment and who as a result of
                your dealings has bought goods or services from or been supplied
                with goods or services by the Company or any Group Company; and
                "CRITICAL PERSON" means any person who at any time during the
                period of 12 months before termination of your employment was an
                employee, director, officer or agent of the Company or any Group
                Company, who by reason of his or

<PAGE>   10

                her employment, appointment or engagement and particular his/her
                seniority, or expertise and knowledge of trade secrets or
                confidential information of the Company or any Group Company is
                likely to be able to assist or benefit a competitor of the
                Company or any Group Company.

        17.2    In the course of your employment by the Company you will have
                dealings with the suppliers and customers of the Company and of
                the Group and access to the confidential information of the
                Company the Group and their officers, employees and customers
                and in order to safeguard the Company's business and that of the
                Group you have agreed the following terms.

        17.3    You will not from the date of termination of your employment
                either on your own account(whether directly or indirectly) or as
                a representative employee, partner, director, financier,
                shareholder or agent of any other person, firm, company or

        17.4    For a period of 12 months engage or be concerned in selling any
                relevant good or services within the sales area or areas in
                which you have operated in the last 12 months of your
                employment; or

        17.5    For a period of 12 months within a radius of 12 miles of any
                premises of the Company or any Group company from or at which
                you worked in the last 12 months of your employment supply any
                relevant goods or services to any relevant customer; or for a
                period of 12 months have any dealings in the sale or supply of
                any relevant goods or services to any relevant customer; or

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        17.6    For a period of 12 months canvass or solicit orders for any
                relevant goods or services from any relevant customer; or

        17.7    For a period of 12 months directly or indirectly in connection
                with a business the same as or materially similar to that
                carried out by the Company or any Group Company when your
                employment terminates, solicit, induce or entice away from the
                Company or any Group Company any critical person or employ,
                engage or cause, procure or encourage the employment or
                engagement in any capacity by you or by any person, firm,
                company or organisation of any critical person.

        17.8    If after your employment ends you propose to enter into any
                contract of employment, appointment or engagement you must
                before so doing bring all the terms of this Contract
                (particularly Clause 11 to 16 and 18) to the attention of any
                proposed new employer or organisation appointing you.


        18.1    The entire copyright, design right and rights of a similar
                nature throughout the world in works of any description made by
                you in the course of or in connection with your employment under
                this Contract are owned by the Company.

<PAGE>   12

        18.2    You will (both during or after the termination of your
                employment) at the request and expense of the Company do
                everything (including executing documents) that may be required
                by the Company to protect, perfect or enforce all rights granted
                or confirmed to the Company.

19.     PATENTS

        19.1    If you make any invention (whether patentable or not) during the
                course of your employment you must disclose full details to the
                Company immediately and you must not disclose details of the
                existence or nature of the invention to anyone else. On
                termination of your employment for any reason you will be
                required to confirm that you have disclosed to the Company full
                details of all such inventions.

        19.2    inventions will belong solely to the Company subject to any
                statutory rights you may have.

        19.3    You will at the request and expense of the Company do everything
                (including executing documents) that the company may enquire to
                obtain, secure, enforce or commercially exploit intellectual
                property rights in any such inventions.

        19.4    You acknowledge the need for the strictest secrecy in respect of
                all inventions and other industrial technology of the Company.

<PAGE>   13


        Your normal retirement age is 65 years and your employment will
        automatically terminate when you reach this age.


        You hereby authorise the Company to deduct from your pay (including
        holiday pay, sick pay, bonus or commission and pay in lieu of notice)
        any amounts which are owed by you to the Company or any other company in
        the Group (including any season ticket or other loans, travel allowance,
        expenses float or relocation assistance ).


        You must comply at all times with the Company's rules and procedures
        relating to equal opportunities, harassment, health and safety,
        compliance, external interests and all other rules and procedures
        introduced by the Company from time to time. Copies of all rules,
        policies and procedures can be obtained from the Company Secretary. For
        the avoidance of doubt such rules, policies and procedures are not
        incorporated by reference into this Contract and they can be changed,
        replaced or withdrawn at any time at the discretion of the Company.
        Breach of any Company rules, policies or procedures may result in
        disciplinary action.

<PAGE>   14


        This Contract contains the entire and only agreement between us and
        supersedes all previous agreements between you and the Company, except
        for the agreement to be reached between the parties concerning the terms
        and conditions relating to your entitlement to a bonus payment.


        In this Contract "Group" means the Company any holding company of the
        Company for the time being and any subsidiary (as defined in Section 736
        of the Companies Act 1985) for the time being of the Company or its
        holding company and "Group company" means any company in the Group.

Signed on behalf of the

Company by    Melvyn Morris CEO       Date        3rd May         2000

I understand and agree to the terms and conditions of my Contract of Employment
as set out above.

Employee's signature .../s/ Anthony Dunn....... Date 3rd May      2000