Sample Business Contracts

(A)

VIEWSONIC EUROPE LIMITED a company registered in England and Wales under number 3131161 and whose registered office is at ViewSonic House, Fleming Road, Crawley, West Sussex RH10 2GA (“the Company”); and

(B)

JAN JENSEN (“the Director”)

1

DEFINITIONS

1.1

In this Agreement the following words shall, unless the context otherwise requires, have the meanings set out below:

Agreement

this Agreement as may be amended, modified or supplemented from time to time in accordance with these provisions;

Applicable Exchange Rate

is in respect of the period prior to 1 January 2005, the Exchange Rate on the Commencement Date, and thereafter such other greater or lesser sum as may be published in the ViewSonic Europe Internal Exchange Rate Document on the later of 1 January or 1 July immediately preceding the date of payment of sums due to the Director or benefits to which the Director is entitled in any calendar month;

Board

the Board of Directors from time to time of the Company;

Business

the business of the Company from time to time which shall include without limitation the development and exploitation of intellectual property rights owned by the Company;

Commencement Date

18 October 2004;

Revision Date to Director’s

1 January 2006

Service Agreement:

Confidential Information

includes but is not limited to:-

(i)

all un-patented designs, drawings, data specifications, manufacturing processes, testing procedures and all other technical business and similar information relating to the Business including all readable or computer or other machine readable data, logic, logic diagrams, flow charts, coding sheets, coding, source or object codes, listings, test data, test routines, diagnostic programs or other material relating to or comprising software which is part of the Business;

(ii)

all strategic information being all and any forward plans whether in intangible or tangible form developed by the Company relating to the development of the Business and information relating to the implementation of any such strategies developed;

(iii)

pricing information which shall include all and any rates used by the Company, prices charged to and terms of business with clients, suppliers or customers of the Company;

(iv)

statistical information and methods which shall include information relating to research activities, designs, formulae and all and any statistical methods used by the Company;

(v)

management information which shall include financial information, results and forecasts (save to the extent that these are included in published and audited accounts), any proposals relating to the acquisition or disposal of a firm or business or any part thereof or to any proposed expansion or contraction of activities, details of employees and officers and of the remuneration and other benefits paid as far as this information relates to the Company;

(vi)

corporate information which shall include all and any information whether in intangible or tangible form relating to the business methods, corporate plans, management systems, finances, maturing new business opportunities or research and development projects of the Company or any Group Company; and

(vii)

any confidential information which the Director is told is confidential and any information which has been given to the Company in confidence by businesses, investors, suppliers and other persons.

Copyright works

any item of Confidential Information in which copyright or design right subsists;

Customer

any person, firm, Company or other organisation who or which during the Relevant Period is or was negotiating with the Company for the provision of Relevant Services or to whom or which the Company shall at any time during the Relevant Period have provided any Relevant Services;

Documents

all records, reports, documents, papers, computer generated data and other materials whatsoever originated by or upon behalf of the Director pursuant to this Agreement, including all and any data stored in any computer system or database;

Employee

any person employed by the Company who either acts in a managerial or technical capacity, is a sales representative or is in a skilled or supervisory position and with whom the Director had significant contact during the Relevant Period;

Exchange Rate

the rate of pounds sterling to euros published in the ViewSonic Europe Internal Exchange Rate Document;

Group

the Company, its subsidiaries and any holding or parent company or subsidiary of such holding or parent company from time to time, and ‘Group Company’ shall be construed accordingly;

Incapacity

any illness or other like cause which prevents the Director from attending to his duties;

Invention

any invention or discovery conceived or originated or made by the Director during the course of his employment;

Patent Rights

any patents and applications thereof relating to Inventions including (without prejudice to the generality of the foregoing) author certificates, inventor certificates, improvement patents, utility certificates and models and certificates of addition and including any divisions, renewals, continuation, extensions or reissues thereof;

Relevant Period

the period of twelve months up to and including the date of termination of the Director’s employment;

Relevant Services

good, products, and/or services similar to and/or competitive with those supplied and/or marketed during the Relevant Period by the Company to Customers with which the Director was personally concerned and/or for which the Director was responsible to a material extent at any time during the Relevant Period;

Relevant Supplier

any supplier of the Company with which during the Relevant Period the Director or an Employee have dealt to a material extent in respect of Relevant Services;

Termination Date

the date of termination of the employment;

ViewSonic Europe Internal

Exchange Rate Document

the document published from time to time by ViewSonic Corporation Inc setting out the currency exchange rates applicable to transactions and payments between Group Companies.

1.2

All references in this Agreement to statutory provisions shall extend to those provisions as re-enacted or modified and to regulations thereunder and any statutory replacement from time to time in force.

1.3

Words and phrases defined in the Companies Acts 1985 and 1989 shall have the same meaning herein as therein but excluding any statutory modification thereof not in force on the date of this Agreement.

1.4

References to clauses, schedules and recitals are reference to clauses, sub-clauses, schedules and recitals of this Agreement unless otherwise specified. References to the singular shall include the plural and vice versa, and references to the masculine gender shall include the feminine and neuter genders and vice versa.

1.5

Headings are for convenience only and shall not affect the interpretation or construction of this Agreement.

1.6

References to the Company shall, unless the context otherwise requires be deemed to include any Group Company.

1.7

The Director shall obtain a Form E101 (otherwise known as a certificate of coverage as laid down in EU Regulation 1408/71 article 14.2b). The Company shall provide all reasonable assistance to the Director to enable him to obtain such a Form E101.

2

APPOINTMENT

2.1

The employment of the Director commences on the Commencement Date and shall continue unless and until terminated by either party giving to the other not less than six months notice in writing or until terminated in accordance with the termination provisions of this Agreement provided below.

2.2

No previous period of employment will count as part of the Director’s period of continuous employment with the Company.

2.3

The Company shall be entitled in its discretion after notice shall have been given under the terms of this Agreement to require the Director to remain away from the offices of the Company or any Group Company during all or any part or parts of the unexpired period of the notice in which event the Director shall comply with any conditions laid down by the Company during such period. During any such period the Director’s employment will continue as will all terms expressly provided for under this Agreement together with any implied obligations including but not limited to good faith and confidentiality. The parties agree that the period of notice is a reasonable period of garden leave.

3

TITLE AND PLACE OF WORK

3.1

The Director will be employed by the Company as President and Managing Director ViewSonic Europe and the Director will be a member of the Board.

3.2

The Director will be based at the Company’s offices in Crawley, although his place or residence will be in Denmark. The Company reserves the right to appoint the Director to other positions as may reasonably be required, whether within the Company or any Group Company and to base the Director permanently or temporarily at other locations in the UK or abroad. The Company will use its reasonable endeavours to provide the Director with reasonable notice of any relocation temporary or otherwise.

3.3

The Director may be required to work at any of the Company’s offices, whether in the UK, Denmark or elsewhere. The Director will also be expected to travel throughout the UK, Denmark and overseas in the performance of his duties for such periods as the Company may reasonably require. The Director will be expected to work for at least one day in every week from his home in Denmark.

4

DUTIES

4.1

The Director shall during his employment under this Agreement:

4.1.1

perform the duties and exercise the powers which the Board may from time to time properly assign to him in his capacity as Managing Director in connection with the business of the Company, including undertaking duties on the Board of the Company and the Group as required from time to time by the Board; and

4.1.2

do all in his power to promote develop and extend the business of the Company and the Group and at all times and in all respects conform to and comply with the proper and reasonable directions and regulations of the Board.

4.1.3

in the absence of any specific directions from the Board (but subject always to the memorandum and articles of association of the Company) have the general control and responsibility for the management of the business of the Company; and

4.1.4

devote the whole of his time, attention and ability to the duties of his employment with the Company; and

4.1.5

at all times keep the Company promptly and fully informed (in writing if so requested) of his conduct of the business or affairs of the Company and provide such explanations as the Company may require; and

4.1.6

work and faithfully serve the Company to the best of the Director’s ability and use his best endeavours to promote the interests of the Company; and

4.1.7

not to make any untrue or disparaging statements relating to the Group;

4.2

The Director’s normal duties are set out in the attached Job Description.

4.3

The Director will (without further remuneration) if and for so long as the Company requires and for so long as the Director remains employed by the Company:

4.3.1

carry out duties on behalf of any Group Company

4.3.2

act as an officer of any Group Company or hold any other employment or office as nominee or representative of the Company;

4.3.3

carry out such duties and the duties attendant on any such employment as if they were duties to be performed by him on behalf of the Company.

4.4

For the avoidance of doubt, unless specifically authorised in writing, the Director shall not be entitled to and is specifically prohibited from entering into on behalf of the Company any binding contracts or arrangements involving or relating to the Company when in Denmark.

5

TIME AND ATTENTION

5.1

During the continuance of his employment under this Agreement the Director shall unless prevented by Incapacity devote his whole time and attention to the business of the Company and shall not without the prior written consent of the Board:

5.1.1

engage in any other business; or

5.1.2

be concerned or interested in any other business of a similar nature to or competitive with that carried on by the Company or any of its Group Companies or which is a supplier or customer of the Company or of its Group Companies

6

INTELLECTUAL PROPERTY RIGHTS

6.1

Forthwith following the conception, origination or making of an Invention by the Director during the course of his employment, the Director shall disclose full details of such Invention to the Company. Further, forthwith following the origination or development of any Confidential Information during the course of his employment, the Director shall disclose and make available such Confidential Information to the Company.

6.2

The Company shall, in its sole discretion, be entitled to apply for Patent Rights in respect of any Invention conceived, originated or made by the Director and shall be responsible for the maintenance and renewal of the Patent Rights.

6.3

The Director agrees to assign to the Company all rights, title and interest in and to any Inventions or Confidential Information made, originated or developed during the course of their employment together with any other intellectual property rights arising out of the course of his employment and further agrees to assist the Company in connection with any application for Patent Rights and to do all such acts and things as the Company’s legal advisers may advise are necessary or desirable in connection with any such assignment or assistance. The Director irrevocably appoints the Company to be his attorney or agent in his name and on his behalf to do all such acts and things and to sign all such deeds and documents as may be necessary in order to give the Company the full benefit of the provisions of this Agreement and, in particular but without limitation of this clause, the Director agrees that, with respect to any third party, a certificate signed by any duly authorised officer of the Company that any act or thing or deed or document falls within the authority hereby conferred shall be conclusive evidence that this is the case.

6.4

The Director assigns to the Company by way of future assignment of copyright the copyright subsisting in the Copyright Works and in the documents originated by the Director for all the classes of act which by virtue of the Copyright Designs and Patents Act 1988 the owner of the copyright has the exclusive right to do throughout the world and for the whole period for which copyright is to subsist.

6.5

The Director warrants that any Inventions, Confidential Information, Copyright Works or Documents conceived, originated, made or developed by the Director will not infringe any intellectual property rights of which a third party is the proprietor including, in particular but without limitation, any patents, copyrights, registered designs or rights of confidence. The Director agrees to indemnify the Company against any and all liability, loss, damage, costs and expenses which the Company or a third party may incur or suffer whether direct or consequential (including but without limitation any economic loss or other loss of profits, business or goodwill) as a result of any dispute or contractual, tortious or other claims or proceedings brought against the Company by a third party alleging infringement of its intellectual property rights by reason of the use or exploitation of any Invention, Confidential Information, Copyright Works or Documents conceived, originated, made or developed by the Director or any of its personnel PROVIDED ALWAYS that:

6.5.1

the Company shall forthwith give written notice to the Director of any claims or proceedings following receipt of them;

6.5.2

the Company shall make no admission of liability and must give the Director sole authority to defend or settle the claims or proceedings at the Director’s cost and expense;

6.5.3

the Company must give the Director all reasonable assistance in connection with the claims or proceedings at the Director’s cost and expense;

6.5.4

in addition to the aforesaid indemnity, where an injunction restraining use or exploitation by the Company of any Invention Patent Rights Confidential Information Copyright Works or Documents is, in the opinion of the Company’s legal advisers, likely to be granted by the Court to the third party, the Director shall do all such acts and things either to render them non-infringing without affecting any of the Director’s other duties and obligations under this Agreement or shall obtain a licence from the third party granting the Company the right to continue using them.

7

CONFIDENTIAL INFORMATION / COMPANY DOCUMENTS

7.1

The Director shall neither during the employment (except in the proper performance of its duties) nor at any time after the termination of his employment:-

7.1.1

divulge or communicate to any person, company, business entity or other organisation; or

7.1.2

use for his own purpose or for any purposes other than those of the Company;

7.1.3

through any failure to exercise due care and diligence cause any unauthorised disclosure of

7.2

All notes, memoranda, records, lists of customers and suppliers and employees, correspondence, documents, computer and other discs and tapes, data listings, codes, designs and drawings and other documents and material whatsoever (whether made or created by the Director or otherwise) relating to the business of the Company (and any copies of the same) -

7.2.1

shall be and remain the property of the Company; and

7.2.2

shall be handed over by the Director to the Company on demand and in any event on the termination of the employment.

7.3

The Director may not at any time during or after the termination of his employment make, disclose or publish any untrue, disparaging or misleading remarks about the Company, its customers, suppliers or employees or any of the Company’s associated companies or their customers, suppliers or employees.

7.4

All enquiries from the press should be directed towards the ViewSonic Corporation Marketing Department. The Director should assume that anything he says to the press could be published and therefore, he should never have dealings with the press ‘off the record’. Failure to observe this rule may result in disciplinary action being taken by the Company. 

7.5

The provisions in this clause will also apply as if references to any associated company were substituted for references to the Company.

8

HOURS OF WORK

8.1

The Director’s normal hours of work will be from 9 am to 5pm Monday to Friday (including a half hour lunch break) or such other hours as are deemed necessary to ensure the discharge of the Director’s duties under the terms of this employment. The Director may be required to work over and above the number of hours specified in this clause without additional remuneration so as to meet the needs of the business.

9

REMUNERATION AND DISCRETIONARY BONUS

9.1

The Director shall be paid for his services to the Company with effect from the revision date to the Directors Service Agreement a basic salary at a rate of €6,180 gross per calendar month in arrears. This salary will be converted into sterling based on the Applicable Exchange Rate, from which the Company will make statutory and voluntary deductions, convert the net sum back into euros based on the Applicable Exchange Rate and make payment of such net sum in euros by bank transfer on or about the 25^th day of each calendar month (or such higher rate as may from time to time be agreed).

9.2

For such period as the Director may hold a Form E101 (as referred to in clause 1.7), the Company shall pay to the Director sums saved by the Company in respect of employer’s United Kingdom National Insurance contributions. This salary will be converted (if necessary) into sterling based on the Applicable Exchange Rate, from which the Company will make statutory and voluntary deductions, convert the net sum back into euros based on the Applicable Exchange Rate and make payment of such net sum in euros by bank transfer on or about the 25^th day of each calendar month.

9.3

The Director shall also be paid an allowance with effect from the revision date to the Directors Service Agreement at a rate of €500 gross per calendar month in arrears in respect of personal travel and accommodation expenses (which does not form part of pensionable pay). This allowance will be converted into sterling based on the Applicable Exchange Rate, from which the Company will make statutory and voluntary deductions, convert the net sum back into euros based on the Applicable Exchange Rate and make payment of such net sum in euros by bank transfer on or about the 25^th day of each calendar month (or such higher rate as may from time to time be agreed).

9.4

Rates of pay are reviewed in 1 April each year without any obligation to increase the same. The basic salary shall be deemed to include any fees receivable by the Director in his position as a director of the Company.

9.5

The Director shall be entitled to receive an on-target commission of €36,000 per annum (in accordance with the commission accelerator schedule in force at the time subject to achieving performance targets), details of which will be supplied separately and which may be reviewed on a quarterly basis. This commission will either be converted into sterling based on the Applicable Exchange Rate, from which the Company will make statutory and voluntary deductions, convert the net sum back into euros based on the Applicable Exchange Rate and make payment of such net sum in euros by two half-yearly instalments in January and July in arrears by bank transfer on or about the 25^th day of those months. The Director may alternatively be paid the commission by a Group Company. Your entitlement to commission will cease on the date of termination and your accrued entitlement for the period up to the date of termination may be paid after the date of termination as provided separately. No commission is payable in respect of any period after the date of termination.

9.6

No payments are made for overtime. For the purposes of the Working Time Regulations 1998 (as amended), the Director is considered a managing executive who can determine the duration of his working time.

9.7

For the avoidance of doubt, the Director will be liable to and personally responsible for all UK, Danish or other taxes and national insurance contributions (or equivalent) assessed as payable in respects of all sums received from the Company during this employment. The Director shall also be personally responsible for any professional fees incurred in this regard.

9.8

Also for the avoidance of doubt, 80% of remuneration received by the Director from the Company during this employment shall relate to duties performed in the United Kingdom. The remaining 20% of remuneration received shall relate to duties performed in Denmark in accordance with Clause 3.3.

10

DEDUCTION FROM WAGES

10.1

The Company reserves the right at any time during, or in any event upon termination, to deduct from the Director’s salary and/or any commission payment and/or any other monies due to the Director, an amount equivalent to any of the following:

10.1.1

any overpayment of salary, bonus, commission, remuneration or other payment made to the Director during the course of this employment;

10.1.2

the amount of any expenses claimed by the Director and paid but subsequently disallowed by the Company;

10.1.3

the outstanding amount of any loan or advance made by the Company to the Director; and

10.1.4

any cost of repairing any damage to or loss of property of, any fines or charges imposed upon or any other loss sustained by the Company or any third party, caused by the Director’s breach of contract or breach of the Company’s rules or as a result of the Director’s negligence or dishonesty.

11

PENSION

11.1

The Company will make a monthly contribution of 10% of the Director’s basic monthly salary into a personal pension scheme of his choice, provided that such pension scheme is approved by the United Kingdom Inland Revenue or Denmark Inland Revenue. No contracting out certificate under the Pension Schemes Act 1993 is in force.

12

EXPENSES

12.1

The Company will reimburse the Director for all travelling, hotel, entertainment and other expenses (in euros and in accordance with the Applicable Exchange Rate where applicable) reasonably incurred by him in the proper performance of his duties subject to the Director complying with such guide-lines or regulations issued by the Company from time to time in this respect and to the production to the Company of such vouchers or other evidence of actual payment of the expenses as the Company may reasonably require.

12.2

The Director will use any Company credit or chargecard only for the expenses reimbursable under Clause 12.1 above, and will return it to the Company forthwith upon request or on the termination of his employment.

12.3

The Company will pay (in euros and in accordance with the Applicable Exchange Rate where applicable) the costs of telephone and broadband rental in respect of the Director’s home telephone and internet access respectively, together with the cost of all calls made in performing his duties under this Agreement, upon receipt of a copy of the relevant telephone or other bill.

12.4

Any benefits provided by the Company to the Director or the Directors family which are not expressly referred to in this Agreement are ex gratia and are at the entire discretion of the Company and do not form part of the Director's terms of employment.

13

DEBTS TO THE COMPANY

13.1

If at any time money is owed and payable by the Director to the Company, whether under this Agreement or otherwise, it is agreed that the Company may deduct the sum or sums from time to time owed to it from any payment due to the Director from the Company, howsoever arising.

14

VEHICLES

14.1

The Director shall receive a car allowance of €690 gross per calendar month in arrears. This allowance will be converted into sterling based on the Applicable Exchange Rate, from which the Company will make statutory and voluntary deductions, convert the net sum back into euros based on the Applicable Exchange Rate and make payment of such net sum in euros by bank transfer on or about the 25^th day of each calendar month (or such higher car allowance as may from time to time be agreed). The Company reserves the right to replace the car allowance with a leased company car.