Sample Business Contracts

Employment & Non-Compete Agreement - Infodata Systems Inc. and Richard M. Tworek

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


This Agreement is made as of October 11, 1995 between  Infodata  Systems Inc., a
Virginia corporation (the "Company"),  and Richard M. Tworek  ("Employee").  The
Company and Employee agree as follows:

1.  Employment.  The Company agrees 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").

2.  Compensation.  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 $125,000 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 and Stock  Option  Plan.  Employee  will be appointed as a
corporate  senior vice  president of the Company and the  president of the Merex
Division  of the  Company,  as well  as  appointed  to  serve  on the  Company's
Management  Committee,  all for such time as may be determined in the reasonable
discretion of the Board.

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 or  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.  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 or
the President of the Company,  with Employee's  performance of his duties to the

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


ty 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 (6)
days or (c) the Board for Cause.  For purpose of this paragraph 4, "Cause" shall
mean (i) the failure or refusal of Employee to follow the lawful  directives  of
the Board or its designee (except due to sickness, injury or disabilities), (ii)
inattention to duty or any other willful, reckless or 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  omission  by  Employee  of an act of  financial  dishonesty  against the

5.       Non-Compete.

         (a) The  non-compete  provisions  of this  paragraph  5 will  apply  to
Employe 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 Employee.

         (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) request,
induce or attempt to influence any then existing client, customer or supplier of
the Company to curtail any business they are currently, or in the last 36 months
have been, transacting with the Company or Merex, Inc.; (ii) distrub, or attempt
to disturb, any business relationship between any third party and the Company or
Merex, Inc.; or (iii) make any statement to any third party, including the press
or media,  likely to result in adverse  publicity for the Company or Merex, Inc.
(the "Non-Compete"). Furthermore, during the Non- Compete Period, Employee shall
not,  without the  Company's  prior  written  consent,  directly or  indirectly,
solicit,  encourage or attempt to influence any employee to leave the employment
of the  Company or Merex,  Inc.  Employee  agrees that for a one (1) year period
immediately  following  the  Employment  Period,  Employee  shall not employ any
person who is or was an employee of the Company or Merex,  Inc.  Employee agress
that the restraint  imposed under this  paragraph 5 is reasonable and not unduly
harsh or oppressive.

(c) If, at the time of  enforcement  of any provision of paragraph 5(b) above, a
court or arbitrator holds that the

                                      - 2 -


restrictions  stated therein are unreasonable under circumstances then existing,
the Company and Employee agree that the maximum  period,  scope, or geographical
area  reasonable  under such  circumstances  will be substituted  for the stated
period, scope or area.

         (d) Since a  material  purpose  of this  Agreement  is to  protect  the
Company'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  or its
successors or assigns may, in addition to other rights and remedies  existing in
its favor,  apply to any court or law or equity of  competent  jurisdiction  for
specific  performance  and/or  inunctive  or other relief in order to enforce or
prevent any violations of the provisions of this Agreement.

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  the  business  or affairs of the  Company  are the  property  of the
Company.  For  purposes  of this  Agreement,  "trade  secret"  means any method,
program or compilation of information  which is used in the Company's  business,
including but not limited to: (a)  techniques,  plans and materials  used by the
Company,  (b)  business and  marketing  methods and  strategies  employed by the
Company,  (c) all computer  hardware  and software  developed or utilized by the
Company  in its  business  and (d) all  lists of past,  present  or  prospective
clients, customers and suppliers of the Company. For purposes of this Agreement,
all such Confidential  Information of the Company shall include all Confidential
Information  of Merex,  Inc.  Employee  agress that he will not  disclose to any
unauthorized  person  or use  for  his  own  account  any of  such  Confidential
Information  without the Board's writen  consent,  unless and to the extent that
the  aforementioned  matters become  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 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 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:

                                      - 3 -


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

To Employee:                        Richard M. Tworek
                                    3856 St. Clair Court
                                    Monrovia, Maryland  21770

or such other  address or to the attention of such other Person as the recipient
party shall have  specified by prior  writen  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,  voidor 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  embodies the complete  agreement and understanding  among the parties
and   supersedes   and  preempts  any  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 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 hereundfer 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 Virginia.  Any provision of this Agreement may be amended or waived
only with the prior written consent of the Company and Employee.

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

                                      - 4 -


(iii) any affiliate of the Company or of any Permitted Transferee.

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


By: /s/Harry Kaplowitz                          /s/Richard M. Tworek
    ---------------------                       ------------------------
    Harry Kaplowitz                             Richard M. Tworek

                                      - 5 -