Employment Agreement - Quokka Sports Inc. and Alvaro Saralegui
QUOKKA SPORTS, INC.
KEY EMPLOYEE AGREEMENT
for
ALVARO SARALEGUI
This Employment Agreement ("Agreement") is entered into as of the 15th day
of March 1999, by and between Alvaro Saralegui, an individual ("Executive"),
and Quokka Sports, Inc., a Delaware corporation (the "Company").
WHEREAS, the Company desires to employ Executive to provide personal
services to the Company, and wishes to provide Executive with certain
compensation and benefits in return for his services; and
WHEREAS, Executive wishes to be employed by the Company and provide
personal services to the Company in return for certain compensation and
benefits;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, it is hereby agreed by and between the parties hereto as
follows:
1. EMPLOYMENT BY THE COMPANY.
1.1 The effective date of this Agreement shall be March 15th, 1999.
1.2 Subject to terms set forth herein, the Company agrees to employ
Executive in the position of Chief Operating Officer with responsibility for
the Business, Consumer, Media/Distribution and Programming Lines of Business
and Executive hereby accepts such employment effective as of April 5th, 1999
(the "Employment Date"). During the term of his employment with the Company,
Executive will devote his best efforts and substantially all of his business
time and attention (except for vacation periods as set forth herein and
reasonable periods of illness or other incapacities permitted by the Company's
general employment policies) to the business of the Company.
1.3 Executive shall serve in an executive capacity and shall perform
such duties as are customarily associated with his then current title,
consistent with the Bylaws of the Company and as required by the Company's
Board of Directors (the "Board"). Executive shall report only to the Company's
President and Chief Executive Officer. Executive's primary office location
shall be the Company's San Francisco, California headquarters. It is understood
that Executive's first three (3) months of employment will be a period of
transition of three months during which Executive will be resident in New York.
During this time, Executive will spend no fewer than four (4) days per week in
the San Francisco office. Executive's duties shall require him to travel and to
work at temporary off-site work locations.
1.4 The employment relationship between the parties shall also be
governed by the general employment policies and practices of the Company,
including those relating to protection of confidential information and
assignment of inventions,
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except that when the terms of this Agreement differ from or are in conflict
with the Company's general employment policies or practices, this Agreement
shall control.
2. COMPENSATION.
2.1 SALARY. Executive shall receive for services to be rendered
hereunder an annualized base salary of $275,000, paid on a semi-monthly basis
in accordance with the Company's payroll policies and procedures.
(a) SALARY REVIEW PROCESS. Executive will be eligible for a
salary increase review pursuant to the Company's general salary review process,
which currently provides for salary reviews every twelve (12) months.
2.2 INCENTIVE STOCK OPTION GRANT. On or about the Employment Date,
the President and Chief Executive Officer of the Company will recommend that
the Board grant Executive a stock option (qualified to the extent permissible
by IRS rules and regulations) for the purchase of 1,000,000 shares of Company
Common Stock (the "Option Grant"), at an exercise price equal to the fair
market value of the underlying Company Common Stock on the date of the grant,
as determined by the Board, pursuant to the Company's 1997 Stock Option Plan
(the "Plan"). The President and Chief Executive Officer also will recommend
that the option contain a five-year vesting period commencing on the Employment
Date as follows: 280,000 of the option shares (i.e., 100,000 shares plus 20% of
the remaining 900,000 shares) to vest at the end of Executive's first year of
continuous employment with the Company, with the remaining option shares to
vest in equal portions on a monthly basis during the second through fifth years
following the Employment Date. The option, if approved by the Board, will be
subject to the terms and conditions of the Plan, any amendments thereto, and
the Company's corresponding grant to Executive. For the purpose of this
Agreement, failure of the Board to approve the Option Grant on or before April
30, 1999 shall be considered termination of Executive without cause at the sole
discretion of Executive. Executive shall provide the Company written notice of
whether he has chosen to consider such failure to be termination without cause
within ten (10) business days after April 30, 1999. In the event Executive
fails to provide such notice to Company prior to the end of such ten (10)
business day period, Executive will be deemed not to have considered such
failure termination without cause.
2.3 VACATION TIME. Executive will be eligible to participate in the
Company's generally applicable vacation time policy. He will earn vacation pay
under the terms and conditions of the Company's general vacation time policy on
the following schedule: two weeks of paid vacation time during each of the
first and second years of his continuous employment with the Company; three
weeks of paid vacation time during each of the third and fourth years of his
continuous employment with the Company; and four weeks of paid vacation time
during his fifth and any subsequent years of continuous employment with the
Company.
2.4 COMPANY BENEFITS. Executive shall be entitled to all rights and
benefits for which he is eligible under the terms and conditions of the
standard Company benefits and compensation practices which may be in effect
from time to time and provided by the Company to its employees generally. The
Company reserves the right to modify the compensation and benefits of its
employees and of Executive from time to time, as it
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deems necessary. In addition, Executive shall be entitled to "travel and
entertainment" policies and benefits at least as favorable as those received by
the Company's President.
3. PROPRIETARY INFORMATION OBLIGATIONS.
3.1 AGREEMENT. Executive agrees to execute and abide by the Employee
Proprietary Information and Inventions Agreement attached hereto as Exhibit A.
3.2 REMEDIES. Executive's duties under the Employee Proprietary
Information and Inventions Agreement shall survive termination of his
employment with the Company. Executive acknowledges that a remedy at law for
any breach or threatened breach by him of the provisions of the Employee
Proprietary Information and Inventions Agreement would be inadequate, and he
therefore agrees that the Company shall be entitled to injunctive relief in
case of any such breach or threatened breach.
4. OUTSIDE ACTIVITIES.
4.1 Except with the prior written consent of the Company's Board,
Executive will not during the term of this Agreement undertake or engage in any
other employment, occupation or business enterprise, other than ones in which
Executive is a passive investor. Executive may engage in civic and
not-for-profit activities so long as such activities do not materially
interfere with the performance of his duties hereunder.
4.2 Except as permitted by Section 4.3, Executive agrees not to
acquire, assume or participate in, directly or indirectly, any position,
investment or interest known by him to be adverse or antagonistic to the
Company, its business or prospects, financial or otherwise.
4.3 During the term of his employment by the Company, except on
behalf of the Company, Executive will not directly or indirectly, whether as an
officer, director, stockholder, partner, proprietor, associate, representative,
consultant, or in any capacity whatsoever engage in, become financially
interested in, be employed by or have any business connection with any other
person, corporation, firm, partnership or other entity whatsoever which were
known by him to compete directly with the Company, throughout the world, in any
line of business engaged in (or planned to be engaged in (if such plans are in
writing and Executive is aware of such plans)) by the Company; provided,
however, that anything above to the contrary notwithstanding, he may own, as a
passive investor, securities of any competitor corporation, so long as his
direct holdings in any one such corporation shall not in the aggregate
constitute more than 5% of the voting stock of such corporation.
5. TERMINATION OF EMPLOYMENT.
5.1 TERMINATION WITHOUT CAUSE.
(a) The Company shall have the right to terminate Executive's
employment with the Company at any time without cause or advance notice. Any
material breach of this Agreement which Company has not cured within thirty
(30) days after
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written notice of such breach by Executive shall be considered termination of
Executive without cause for the purposes of this Agreement.
(b) In the event Executive's employment is terminated without
cause, the Company shall provide the following to Executive, as the only
severance compensation and benefits: (1) an amount equal to twelve months of
his base salary, subject to standard payroll deductions and withholdings; and
(2)(i) if the termination without cause occurs within one (1) year of the
Employment Date, and Executive shall receive accelerated vesting of 280,000 of
Executive's unvested stock option shares from the Option Grant, if any, which
shall then become exercisable; or (ii) if the termination without cause occurs
after the first anniversary of the Employment Date, 180,000 of the Executive's
unvested stock option shares from the Option Grant, if any, shall then become
exercisable.
5.2 TERMINATION FOR CAUSE.
(a) The Company shall have the right to terminate Executive's
employment with the Company at any time for cause.
(b) "Cause" for termination shall mean only: (a) indictment or
conviction of any felony or of any crime involving dishonesty; (b) participation
in any fraud against the Company; (c) breach by Executive of Executive's duties
to the Company, including persistent unsatisfactory performance of his job
duties which persistent failure Executive has failed to cure within thirty (30)
days after receiving written notice from the Company; (d) intentional damage to
any material property of the Company; or (e) conduct by Executive which in the
good faith and reasonable determination of the Board demonstrates gross
unfitness to serve.
(c) In the event Executive's employment is terminated at any
time with cause, he will not be entitled to severance pay, pay in lieu of
notice or any other such compensation or benefit.
5.3 VOLUNTARY OR MUTUAL TERMINATION.
(a) Executive may voluntarily terminate his employment with the
Company at any time, after which no further compensation will be paid to
Executive.
(b) In the event Executive voluntarily terminates his
employment, he will not be entitled to severance pay, pay in lieu of notice or
any other such compensation or benefit.
5.4 CHANGE OF CONTROL. In the event of (i) a sale of all or
substantially all of the assets of the Company; (ii) a merger or consolidation
in which the Company is not the surviving entity; (iii) a reverse merger in
which the Company is the surviving entity but the shares of the Company's
common shares outstanding immediately preceding the merger are converted by
virtue of the merger into other property, whether in the form of securities,
cash or otherwise; or (iv) the acquisition by any person or entity of
securities of the Company representing at least fifty percent (50%) of the
combined voting power entitled to vote in the election of directors (in any of
the foregoing events, a "Change of Control");
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(a) Executive agrees to continue his duties as an employee of
the Company for a period of no less than one (1) year from the closing date of
the Change of Control (the "Change of Control Anniversary Date") and shall
continue on the normal vesting schedule set forth in the grant; and
(b) Executive shall receive accelerated vesting of 180,000 of
Executive's unvested stock option shares from the Option Grant, if any, on the
Change of Control Anniversary Date, which shall then become exercisable;
provided, however, that if Executive is terminated without Cause (which for the
purposes of this Section 5.4(b) shall include, without limitation, constructive
termination as a result of material diminution of responsibility within the
Company or other surviving entity) after the closing date of the Change of
Control but prior to the Change of Control Anniversary Date, Executive shall
receive, in addition to any severance compensation and benefits to which
Executive may be entitled pursuant to Section 5.1(b) above, accelerated vesting
of 180,000 of Executive's unvested stock option shares from the Option Grant,
if any, as set forth above in this Section 5.4(b) on the effective date of
such termination without Cause. Executive may waive receipt in his sole
discretion of any portion of his unvested option shares, the accelerated
vesting of which has been triggered by a Change of Control.
6. NONINTERFERENCE.
While employed by the Company, and for two (2) years immediately
following the date of termination of his employment, Executive agrees not to
interfere with the business of the Company by soliciting, attempting to
solicit, inducing, or otherwise causing any employee of the Company to
terminate his or her employment in order to become an employee, consultant or
independent contractor to or for any other entity.
7. GENERAL PROVISIONS.
7.1 NOTICES. Any notices provided hereunder must be in writing and
shall be deemed effective upon the earlier of personal delivery (including
personal delivery by fax) or the third day after mailing by first class mail,
to the Company at its primary office location and to Executive at his address
as listed on the Company payroll.
7.2 SEVERABILITY. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law and consistent with the general intent of the parties insofar as
possible, but if any provision of this Agreement is held to be invalid, illegal
or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any jurisdiction, but this Agreement will be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provisions had never been contained herein.
7.3 WAIVER. If either party should waive any breach of any
provisions of this Agreement, he or it shall not thereby be deemed to have
waived any preceding or succeeding breach of the same or any other provision of
this Agreement.
7.4 COMPLETE AGREEMENT. This Agreement and its Exhibit constitute
the entire agreement between Executive and the Company and it is the complete,
final, and
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exclusive embodiment of their agreement with regard to this subject matter. It
is entered into without reliance on any promise or representation other than
those expressly contained herein, and it cannot be modified or amended except
in a writing signed by Executive and an officer of the Company, and approved by
the Board.
7.5 COUNTERPARTS. This Agreement may be executed in separate
counterparts, any one of which need not contain signatures of more than one
party, but all of which taken together will constitute one and the same
Agreement.
7.6 HEADINGS. The headings of the sections hereof are inserted for
convenience only and shall not be deemed to constitute a part hereof nor to
affect the meaning thereof.
7.7 SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and
inure to the benefit of and be enforceable by Executive and the Company, and
their respective successors, assigns, heirs, executors and administrators,
except that Executive may not assign any of his duties hereunder and he may not
assign any of his rights hereunder without the written consent of the Company,
which shall not be withheld unreasonably.
7.8 ATTORNEY FEES. If either party hereto brings any action to
enforce his or its rights hereunder, the prevailing party in any such action
shall be entitled to recover his or its reasonable attorneys' fees and costs
incurred in connection with such action.
7.9 CHOICE OF LAW. All questions concerning the construction,
validity and interpretation of this Agreement will be governed by the law of
the State of California.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.
QUOKKA SPORTS, INC.
By: /s/ ALAN RAMADAN
---------------------------------
Alan Ramadan
President and
Chief Executive Officer
Date: 25 Mar 99
------------------------------
Accepted and agreed this
25th day of March, 1999.
/s/ ALVARO SARALEGUI
-------------------------------------
Alvaro Saralegui
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EXHIBIT A
QUOKKA SPORTS, INC.
PROPRIETARY INFORMATION
AND INVENTIONS AGREEMENT
In consideration of my employment and continued employment by Quokka
Productions, Inc. (the "Company"), and the compensation now and hereafter paid
to me, I hereby agree as follows:
1. RECOGNITION OF COMPANY'S RIGHTS; NONDISCLOSURE. At all times
during the term of my employment and thereafter, I will hold in strictest
confidence and will not disclose, use, lecture upon or publish any of the
Company's Proprietary Information (defined below), except as such disclosure,
use or publication may be required in connection with my work for the Company,
or unless an officer of the Company expressly authorizes such in writing. I
hereby assign to the Company any rights I may have or acquire in such
Proprietary Information and recognize that all Proprietary Information shall be
the sole property of the Company and its assigns and the Company and its assigns
shall be the sole owner of all trade secret rights, patent rights, copyrights,
mask work rights and all other rights throughout the world (collectively,
"Proprietary Rights") in connection therewith.
The term "Proprietary Information" shall mean trade secrets, confidential
knowledge, data or any other proprietary information of the Company. By way of
illustration but not limitation, "Proprietary Information" includes (a) trade
secrets, inventions, mask works, ideas, processes, formulas, source and object
codes, data, programs, other works of authorship, know-how, improvements,
discoveries, developments, designs and techniques (hereafter collectively
referred to as "Inventions"); and (b) information regarding plans for research,
development, new products, marketing and selling, business plans, budgets and
unpublished financial statements, licenses, prices and costs, suppliers and
customers; and information regarding the skills and compensation of other
employees of the Company.
2. THIRD PARTY INFORMATION. I understand, in addition, that the
Company has received and in the future will receive from third parties
confidential or proprietary information ("Third Party Information") subject to
a duty on the Company's part to maintain the confidentiality of such
information and to use it only for certain limited purposes. During the term of
my employment and thereafter, I will hold Third Party Information in the
strictest confidence and will not disclose (to anyone other than Company
personnel who need to know such information in connection with their work for
the Company) or use, except in connection with my work for the Company, Third
Party Information unless expressly authorized by an officer of the Company in
writing.
3. ASSIGNMENT OF INVENTIONS.
3.1 ASSIGNMENT. I hereby assign to the Company all my right,
title and interest in and to any and all Inventions (and all Proprietary Rights
with respect thereto) whether or not patentable or registrable under copyright
or similar statutes, made or
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conceived or reduced to practice or learned by me, either alone or jointly with
others, during the period of my employment with the Company. Inventions
assigned to or as directed by the Company by this paragraph 3 are hereinafter
referred to as "Company Inventions." I recognize that this Agreement does not
require assignment of any invention which qualifies fully for protection under
Section 2870 of the California Labor Code (hereinafter "Section 2870"), which
provides as follows:
(a) Any provision in any employment agreement which provides that an
employee shall assign, or offer to assign, any of his or her rights in an
invention to his or her employer shall not apply to an invention that the
employee developed entirely on his or her own time without using the
employer's equipment, supplies, facilities, or trade secret information
except for those inventions that either:
(1) Relate at the time of conception or reduction to practice
of the invention to the employer's business, or actual or demonstrably
anticipated research or development of the employer.
(2) Result from any work performed by the employee for the
employer.
(b) To the extent a provision in an employment agreement purports to
require an employee to assign an invention otherwise excluded from being
required to be assigned under subdivision (i), the provision is against the
public policy of this state and is unenforceable.
3.2 GOVERNMENT. I also assign to or as directed by the Company all my
right, title and interest in and to any and all Inventions, full title to which
is required to be in the United States by a contract between the Company and the
United States or any of its agencies.
3.3 WORKS FOR HIRE. I acknowledge that all original works of authorship
which are made by me (solely or jointly with others) within the scope of my
employment and which are protectable by copyright are "works made for hire," as
that term is defined in the United States Copyright Act (17 U.S.C., Section
101).
4. ENFORCEMENT OF PROPRIETARY RIGHTS. I will assist the Company in every
proper way to obtain and from time to time enforce United States and foreign
Proprietary Rights relating to Company Inventions in any and all countries. To
that end I will execute, verify and deliver such documents and perform such
other acts (including appearances as a witness) as the Company may reasonably
request for use in applying for, obtaining, perfecting, evidencing, sustaining
and enforcing such Proprietary Rights and the assignment thereof. In addition,
I will execute, verify and deliver assignments of such Proprietary Rights to
the Company or its designee. My obligation to assist the Company with respect
to
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Proprietary Rights relating to such Company Inventions in any and all countries
shall continue beyond the termination of my employment, but the Company shall
compensate me at a reasonable rate after my termination for the time actually
spent by me at the Company's request on such assistance.
In the event the Company is unable for any reason, after reasonable
effort, to secure my signature on any document needed on connection with the
actions specified in the preceding paragraph, I hereby irrevocably designate
and appoint the Company and its duly authorized officers and agents as my agent
and attorney in fact, which appointment is coupled with an interest, to act for
and in my behalf to execute, verify and file any such documents and to do all
other lawfully permitted acts to further the purposes of the preceding
paragraph with the same legal force and effect as if executed by me. I hereby
waive and quitclaim to the Company any and all claims, of any nature
whatsoever, which I now or may hereafter have for infringement of any
Proprietary Rights assigned hereunder to the Company.
5. OBLIGATION TO KEEP COMPANY INFORMED. During the period of my
employment and for six (6) months after termination of my employment with the
Company, I will promptly disclose to the Company fully and in writing all
Inventions authored, conceived or reduced to practice by me, either alone or
jointly with others. In addition, I will promptly disclose to the Company all
patent applications filed by me or on my behalf within a year after termination
of employment. At the time of each such disclosure, I will advise the Company
in writing of any Inventions that I believe fully qualify for protection under
Section 2870; and I will at that time provide to the Company in writing all
evidence necessary to substantiate that belief. The Company will keep in
confidence and will not disclose to third parties without my consent any
proprietary information disclosed in writing to the Company pursuant to this
Agreement relating to Inventions that qualify fully for protection under the
provisions of Section 2870. I will preserve the confidentiality of any
Invention that does not fully qualify for protection under Section 2870.
I agree to keep and maintain adequate and current records (in the form of
notes, sketches, drawings and in any other form that may be required by the
Company) of all Proprietary Information developed by me and all Inventions made
by me during the period of my employment at the Company, which records shall be
available to and remain the sole property of the Company at all times.
6. PRIOR INVENTIONS. Inventions, if any, patented or unpatented, which I
made prior to the commencement of my employment with the Company are excluded
from the scope of this Agreement. To preclude any possible uncertainty, I have
set forth on Exhibit A attached hereto a complete list of all Inventions that I
have, alone or jointly with others, conceived, developed or reduced to
practice prior to the commencement of my employment with the Company, that I
consider to be my property or the property of third parties and that I wish to
have excluded from the scope of this Agreement. If disclosure of any such
Invention on Exhibit A would cause me to violate any prior confidentiality
agreement, I understand that I am not to list such
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Inventions in Exhibit A but am to inform the Company that all such Inventions
have not been listed for that reason.
7. ADDITIONAL ACTIVITIES. I agree that during the period of my
employment by the Company I will not, without the Company's express written
consent, engage in any employment or business activity other than for the
Company. I agree further that for the period of my employment by the Company
and for one (1) year after the date of termination of my employment by the
Company I will not (i) induce any employee of the Company to leave the employ
of the Company or (ii) solicit the business of any client or customer of the
Company (other than on behalf of the Company).
8. NO IMPROPER USE OF MATERIALS. During my employment by the Company I
will not improperly use or disclose any confidential information or trade
secrets, if any, of any former employer or any other person to whom I have an
obligation of confidentiality, and I will not bring onto the premises of the
Company and unpublished documents or any property belonging to any former
employer or any other person to whom I have an obligation of confidentiality
unless consented to in writing by that former employer or person. I will use in
the performance of my duties only information which is generally known and used
by persons with training and experience comparable to my own, which is common
knowledge in the industry or otherwise legally in the public domain, or which
is otherwise provided or developed by the Company.
9. NO CONFLICTING OBLIGATION. I represent that my performance of all the
terms of this Agreement and as an employee of the Company does not and will not
breach any agreement to keep in confidence information acquired by me in
confidence or in trust prior to my employment by the Company. I have not
entered into, and I agree I will not enter into, any agreement either written
or oral in conflict herewith.
10. RETURN OF COMPANY DOCUMENTS. When I leave the employ of the Company, I
will deliver to the Company any and all drawings, notes, memoranda,
specifications, devices, formulas, and documents, together will all copies
thereof, and any other material containing or disclosing any Company Inventions,
Third Party Information or Proprietary Information of the Company. I further
agree that any property situated on the Company's premises and owned by the
Company, including disks and other storage media, filing cabinets or other work
areas, is subject to inspection by Company personnel at any time with or without
notice. Prior to leaving, I will cooperate with the Company in completing and
signing the Company's termination statement for technical and management
personnel.
11. LEGAL AND EQUITABLE REMEDIES. Because my services are personal and
unique and because I may have access to and become acquainted with the
Proprietary Information of the Company, the Company shall have the right to
enforce this Agreement and any of its provisions by injunction, specific
performance or other equitable relief, without bond and without prejudice to
any other rights and remedies that the Company may have for a breach of this
Agreement.
4.
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12. NOTICES. Any notices required or permitted hereunder shall be given to
the appropriate party at the address specified below or at such other address as
the party shall specify in writing. Such notice shall be deemed given upon
personal delivery to the appropriate address or if sent by certified or
registered mail, three (3) days after the date of mailing.
13. GENERAL PROVISIONS.
13.1 GOVERNING LAW. This Agreement will be governed by and construed
according to the laws of the State of California.
13.2 ENTIRE AGREEMENT. This Agreement is the final, complete and
exclusive agreement of the parties with respect to the subject matter hereof and
supersedes and merges all prior discussions between us. No modification of or
amendment to this Agreement, nor any waiver of any rights under this Agreement,
will be effective unless in writing and signed by the party to be charged. Any
subsequent change or changes in my duties, salary or compensation will not
affect the validity or scope of this Agreement. As used in this Agreement, the
period of my employment includes any time during which I may be retained by the
Company as a consultant.
13.3 SEVERABILITY. If one or more of the provisions in this Agreement
are deemed unenforceable by law, then such provision will be deemed stricken
from this Agreement and the remaining provisions will continue in full force
and effect.
13.4 SUCCESSORS AND ASSIGNS. This Agreement will be binding upon my
heirs, executors, administrators and other legal representatives and will be
for the benefit of the Company, its successors and its assigns.
13.5 SURVIVAL. The provisions of this Agreement shall survive the
termination of my employment and the assignment of this Agreement by the
Company to any successor in interest or other assignee.
13.6 EMPLOYMENT. I agree and understand that nothing in this
Agreement shall confer any right with respect to continuation of employment by
the Company; nor shall this Agreement interfere in any way with my right, or
the Company's right, to terminate my employment at any time, with or without
cause, which rights are hereby acknowledged and affirmed.
13.7 WAIVER. No waiver by the Company of any breach of this Agreement
shall be a waiver of any preceding or succeeding breach. No waiver by the
Company of any right under this Agreement shall be construed as a waiver of
any other right. The Company shall not be required to give notice to enforce
strict adherence to all terms of this Agreement.
This Agreement shall be effective as of the first day of my employment
with the Company, namely:_______________, 19__.
5.
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I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE
COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.
Dated:_________________________ _____________________________________
Signature
_____________________________________
(Printed Name)
Accepted and Agreed To:
QUOKKA SPORTS, INC.
By:____________________________ ______________________________________
(Address)
Title:_________________________ ______________________________________
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EXHIBIT A
TO: Quokka Sports, Inc.
FROM:
---------------------------
DATE: ---------------------------
SUBJECT: Previous Inventions and Improvements
1. The following is a complete list of all inventions or improvements
relevant to the subject matter of my employment by Quokka Sports, Inc. (the
"Company") that have been made or conceived or first reduced to practice by
me alone or jointly with others prior to my engagement by the Company:
[ ] No inventions or improvements.
[ ] See below:
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[ ] Due to confidentiality agreements with prior employer, I cannot
disclose certain inventions that would otherwise be included on
the above-described list.
[ ] Additional sheets attached.
2. I propose to bring to my employment the following devices,
material and documents of a former employer or other person to whom I have
an obligation of confidentiality that are not generally available to the
public, which materials and documents may be used in my employment pursuant
to the express written authorization of my former employer or such other
person (a copy of which is attached hereto):
[ ] No Material.
[ ] See below:
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[ ] Additional sheets attached.