Sample Business Contracts

Employment & Non-Compete Agreement - Infodata Systems Inc., AMBIA Corp. and Razi Mohiuddin

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

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         This Agreement is made as of July 22, 1997,  between  Infodata  Systems
Inc., a Virginia  Corporation (the "Company"),  AMBIA Corporation,  a California
corporation ("AMBIA"), and Razi Mohiuddin ("Employee"). The Company and Employee
agree as follows:

         1.  Employment.  The  Company and AMBIA  agree to employ  Employee  and
Employee  accepts such  employment by the Company upon the terms and  conditions
set  forth  in this  Agreement,  for the  period  beginning  on the date of this
agreement and ending upon  termination  pursuant to paragraph 4 (the "Employment
Period"). During the Employment Period, employee shall serve: (a) the Company as
Vice President, West Coast Operations, and shall be responsible for (i) vertical
integration of the Company's Business into the pharmaceutical industry, and (ii)
the Company's  United States  consulting and integration  activities west of the
Mississippi River; and (b) AMBIA as Executive Vice President,  provided that and
for so long as AMBIA remains a subsidiary of the Company. Employee shall perform
his  duties  in  California,  unless  the  parties  mutually  agree  in  writing

         2.  Compensation  and  Benefits.  In  consideration  for  the  valuable
services to be rendered by Employee and for his agreement not to compete against
the Company as described in paragraph 5, the Company  hereby  agrees that during
the two years of the  Employment  Period,  the Company will pay employee a gross
salary at the annual rate of $110,000 per annum (the "Base Salary").  Employee's
Base  Salary may be  adjusted  annually  based on an annual  performance  salary
review as determined in the  reasonable  discretion of the Board of Directors of
the Company (the "Board");  provided,  however,  that employee's Base Salary may
not be adjusted to an amount which is less than the initial  Base Salary  amount
stated above.  Employee will also be eligible for participation in the Company's
incentive  compensation  program, 1995 Stock Option Plan, as amended, 1997 Stock
Purchase Plan and other employee  benefit and welfare benefit plans and programs
provided to other  employees of the Company from time to time. The Company shall
reimburse (or pay on his behalf) reasonable expenses incurred by Employee at the
request of, or on behalf of, the Company in the performance of Employee's duties
pursuant to this  Agreement  and in  accordance  with the  Company's  employment

         3. Services.  During the Employment  Period,  Employee agrees to devote
his best efforts and substantially all of his business time and attention to the
business affairs of the Company (except for reasonable  vacation periods subject
to the  reasonable  approval  of the Board of  reasonable  periods of illness or
other incapacity).  During the Employment Period, Employee agrees to render such
services  as the Board  may from  time to time  direct.  During  the  Employment
Period,  Employee agrees that he will not, except with the prior written consent
of the Board or President of the Company,  become engaged in or render  services
for any business other than the Business of the Company; provided, however, that
Employee  may  purchase  or  otherwise  acquire  up to (but not more  than) five
percent (5%) of any class of securities of any enterprise (but without otherwise
actively  participating in the activities of such enterprise) and up to (but not
more than one percent (1%) of any class of  securities  of any  enterprise  (but
without otherwise  actively  participating in the activities of such enterprise)
if such securities are listed on any national or regional securities exchange or
have been registered under Section 12(g) of the Securities Exchange Act of 1934,
as amended.  Notwithstanding  anything to the  contrary in this  Agreement,  the
Board and the  President of the Company  hereby  agree that  Employee may render
services for the  businesses  listed on Exhibit "A" hereto so long as Employee's
services  to such  other  businesses  does not  unreasonably  interfere,  in the
opinion  of  the  Board  of  the  President  of  the  Company,  with  Employee's
performance of his duties to the Company or the Company's Business.


         4.  Termination.  The Employment  Period will continue from the date of
this Agreement for a period of twenty-four  (24) months,  unless extended by the
mutual agreement of the Company and Employee or unless terminated earlier by (a)
Employee's  death or permanent  disability  which renders the Employee unable to
perform his duties  hereunder  (as  determined  by the provider of the Company's
disability  insurance  under the  terms of the  Company's  disability  insurance
policy), (b) by Employee's  resignation upon prior written notice to the Company
of sixty (60) days or (c) the Board for  Cause.  For  purpose of this  paragraph
"Cause"  shall mean (i) the  failure or refusal of Employee to follow the lawful
directives  of the  Board or a  designee  (except  due to  sickness,  injury  or
disabilities),  which  directives are  substantially  consistent with Employee's
employment  responsibilities  hereunder,  (ii) gross  inattention to duty or any
other  willful,  reckless  or  grossly  negligent  act (or  omission  to act) by
Employee, which, in the good faith judgment of the Board, materially injures the
Company,  including  the failure to follow the  policies and  procedures  of the
Company,  (iii) a material  breach of this  Agreement by  Employee,  or (iv) the
commission by Employee of a felony or other crime  involving  moral turpitude or
the  commission  by  Employee  of an act of  financial  dishonesty  against  the

         5.       Noncompetition.

                  (a) The non-compete  provisions of this paragraph 5 will apply
to  Employee  during  the  Employment  Period  and  upon the  expiration  of the
Employment  Period or the earlier  termination  of the  Employment  Period under
paragraphs  4(b) or 4(c) above.  In the event the  Employment  Period is earlier
terminated  without  Cause,  then  no part of this  paragraph  5 will  apply  to

                  (b) Employee  recognizes  and  acknowledges  that by virtue of
accepting  employment  hereunder,  Employee  will  acquire  valuable  knowledge,
enhance his  professional  skills and experience,  and learn  proprietary  trade
secrets and Confidential  Information (as hereinafter defined in Paragraph 6) of
the Company.  In  consideration  of the foregoing and this employment  contract,
Employee  agrees  that  during  the  Employment  Period  and for  two (2)  years
thereafter (the "Non-Compete Period"), Employee will not directly or indirectly:

                           (i)  except  in  connection  with  any  duties  as an
         employee of the  Company,  divert or attempt to divert any party who is
         or was an existing or prospective client, customer or supplier of AMBIA
         and/or  the  Company  within  the last 28  months  prior to the date of
         termination  from  engaging in business  with the Company or any of its
         Affiliates,  or provide  any  services  or products to or engage in any
         business that is competitive with Infodata's or AMBIA's Business;

                           (ii) during the one-year period immediately following
         the date of termination of employment under this Agreement, solicit for
         employment or encourage to leave their employment, in each case, either
         as an employee, agent or representative,  any person who was during the
         two-year period prior to such  solicitation or  encouragement  or is an
         officer, employee, agent or representative of AMBIA or the Company;

                           (iii)  disturb,  or attempt to disturb,  any business
         relationship between any third party and AMBIA or the Company; or

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                           (iv) make any statement to any third party, including
         the press or media, which is false or defamatory regarding either AMBIA
         or the Company.

Employee  and the  Company  each agree that the  restraints  imposed  under this
paragraph 5 are reasonable and not unduly harsh or oppressive.

                  (c)  If,  at the  time  of  enforcement  of any  provision  of
paragraph  5(b)  above,  any of the  provisions  of this  paragraph  5 shall  be
determined  to  be  invalid  or  unenforceable  by  reason  of  being  vague  or
unreasonable  as to duration,  area,  scope of activity or otherwise,  then this
paragraph shall be considered  divisible (with the other provisions to remain in
full force and effect) and the invalid or unenforceable  provisions shall become
and be deemed to be immediately  amended to include only such time,  area, scope
of activity and other restrictions,  as shall be determined to be reasonable and
enforceable by the court or other body having  jurisdiction over the matter, and
Employee expressly agrees that this Agreement, as so amended, shall be valid and
binding as though any invalid or  unenforceable  provision had not been included

                  (d) Since a material  purpose of this  Agreement is to protect
the Company's and AMBIA's  investment in the Employee and to secure the benefits
of his  background  and general  experience in the industry,  the parties hereto
agree and  acknowledge  that money damages may not be an adequate remedy for any
breach of the  provisions  of this  paragraph  5.  Therefore,  in the event of a
breach by Employee of any of the  provisions  of this  paragraph 5, the Company,
AMBIA or their  successors  or assigns  may,  in  addition  to other  rights and
remedies  existing  in their  favor  apply  to any  court  of law or  equity  of
competent  jurisdiction  for specific  performance  and/or  injunctive  or other
relief in order to enforce or prevent any  violations of the  provisions of this

         6.   Confidential   Information.   Employee   acknowledges   that   the
information,  observations, data and trade secrets (collectively,  "Confidential
Information")  obtained by him during the course of his  performance  under this
Agreement  concerning AMBIA's and the Company's Business are the property of the
AMBIA and/or the Company.  For purposes of this Agreement,  "trade secret" means
any method,  program or compilation  of information  which is used in AMBIA's or
the Company's Business,  including but not limited to: (a) techniques, plans and
materials  used by either  AMBIA or the  Company,  (b)  business  and  marketing
methods and strategies employed by either AMBIA or the Company, (c) all computer
hardware  and  software  developed or utilized by either AMBIA or the company in
its  Business  and (d) all  lists  of  past,  present  or  prospective  clients,
customers and suppliers of either AMBIA or the Company; provided,  however, that
such term  shall not  include  any such items  Employee  lawfully  used,  owned,
possessed  or  developed  prior to the  formation  of AMBIA  and was  using  for
purposes  unrelated  to AMBIA's  Business  at any time prior to the date of this
Agreement.  Employee agrees that he will not disclose to any unauthorized Person
or use for his own  account  any of such  Confidential  Information  without the
Board's  written  consent,  unless  and to the  extent  that the  aforementioned
matters  becoming  generally  known to and available for use by the public other
than as a result of  Employee's  acts or  omissions  to act or  become  known to
Employee  lawfully  outside the scope of his  employment  under this  Agreement.
Employee  agrees to deliver to the Company at the termination of his employment,
or at any other time the Company  may  request,  all  memoranda,  notes,  plans,
records,  reports  and other  documents  (and  copies  thereof)  relating to the
Business of either AMBIA or the Company  which he may then possess or have under
his control.

         7.  Notices.  Any notice  provided  for in this  Agreement  shall be in
writing and shall be either  

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personally  delivered,  sent by  overnight  courier
(e.g.,  Federal Express) or mailed by first class certified mail, return receipt
requested, to the recipient at the address below indicated:

         To the Company:            Infodata Systems Inc.
                                    12150 Monument Drive, Suite 400
                                    Fairfax, Virginia 22033
                                    Attention:  Mr. Harry Kaplowitz, President

         To Employee:               Razi Mohiuddin
                                    19805 Oakhaven Drive
                                    Saratoga, CA  95070

or such other  address or to the attention of such other Person as the recipient
party shall have  specified by prior written  notice to the sending  party.  Any
notice under this Agreement will be deemed to have been given when so delivered,
sent or mailed.

         8. Miscellaneous.  Whenever possible,  each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law.  The  parties  agree that (i) the  provisions  of this  Agreement  shall be
severable  in the event  that any of the  provisions  hereof  are for any reason
whatsoever invalid, void or otherwise unenforceable,  (ii) such invalid, void or
otherwise  unenforceable  provisions  shall be  automatically  replaced by other
provisions  which are as similar as possible in terms to such  invalid,  void or
otherwise  unenforceable  provisions but are valid and enforceable and (iii) the
remaining provisions shall remain enforceable to the fullest extent permitted by
law. This Agreement, the Merger Agreement and the other agreements and documents
executed in connection with the Merger  Agreement  contain the entire  agreement
and  understanding  among the parties with respect to the subject  matter hereof
and  supersede  and  preempt  any and all prior  understandings,  agreements  or
representations by or among the parties, written or oral, which may have related
to the  subject  matter  hereof in any way.  This  Agreement  may be executed on
separate  counterparts,  each of which is  deemed to be an  original  and all of
which taken together  constitute one and the same  agreement.  This Agreement is
intended to bind and inure to the benefit of and benefit of and
be enforceable by Employee and the Company, and their respective  successors and
assigns.  Employee  may not  assign  his  rights  or  delegate  his  obligations
hereunder  without the prior  written  consent of the  Company.  The Company may
assign its rights and  delegate  its duties  hereunder  without  the  consent of
Employee to Permitted  Transferees.  All questions  concerning the construction,
validity and  interpretation  of the Agreement  will be governed by the internal
law, and not the law of conflicts, of the State of California.  Any provision of
this  Agreement  maybe amended or waived only with the prior written  consent of
the Company and Employee.

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         9.  Definitions.  "PERSON"  shall  mean and  include an  individual,  a
partnership,  a  joint  venture,  a  corporation,  a  trust,  an  unincorporated
organization  and a  governmental  entity or any  department or agency  thereof.
"PERMITTED  TRANSFEREE"  shall mean (a) any successor by merger or consolidation
to  the  Company  or any  Permitted  Transferee;  (b)  any  purchaser  of all or
substantially all of the Company's or any Permitted Transferee's assets; and (c)
any lender to (i) the Company,  (ii) any Permitted  Transferee  and/or (iii) any
affiliate of the Company or of any Permitted  Transferee.  "BUSINESS" shall mean
with  respect  to either  AMBIA or the  Company,  (i) the  design,  development,
installation,   implementation,   sale,  support,  maintenance,   marketing  and
management of electronic document management systems,  including the performance
of  integration  services  and the  design,  development,  sale,  and re-sale of
software  products relating to such systems,  and (ii) the design,  development,
support,  maintenance,  sale,  re-sale and integration of software products that
are  being  produced  or are in the  process  of  being  produced,  designed  or
developed by either AMBIA or the Company as of the date of this Agreement.

         IN WITNESS WHEREOF,  the parties have executed the Agreement on the day
and year first above written.

WITNESS/ATTEST:                                      INFODATA SYSTEMS INC.

                                                 By: /s/Harry Kaplowitz
-----------------------                              --------------------------
                                                     Harry Kaplowitz, President

                                                    /s/Razi Mohiuddin
-----------------------                              --------------------------
                                                     Razi Mohiuddin

                                      - 5 -


                                   SCHEDULE A


                                  ONSALE, Inc.*

                            Software Partners, Inc.*

*-Provided  that such  services do not compete  with the products or services of
Infodata or AMBIA, as set forth in the Employment Agreement.

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