Sample Business Contracts

Employment Agreement - Internet Advisory Corp., Go West Entertainment Inc. and Richard Goldring

Employment Forms

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  • 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.
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                              EMPLOYMENT AGREEMENT

     AGREEMENT dated as of the 1st day of July 2002, among The Internet Advisory
Corp., a Utah  corporation  with its principal  place of business at 150 E. 58th
Street,  New York, New York 10022 ("IACP");  Go West  Entertainment,  Inc. a New
York  corporation  with its  principal  place of business  at 533-535  West 27th
Street,  New York,  New York ("Go West");  and,  Richard  Goldring an individual
whose address is 5 Fox Chase Drive, Watchung, NJ 07067 (the "Employee"). Go West
is a wholly owned subsidiary of IACP. Where context requires,  reference to IACP
also includes reference to Go West.


     WHEREAS,  IACP,  through Go West, will engage in the business of owning and
operating  an adult  entertainment  nightclub  (the "Club") at 533-535 West 27th
Street,  New York, New York which will offer topless dancing,  a gourmet quality
restaurant and bar facilities, and

     WHEREAS,  IACP,  through Go West,  or  otherwise,  intends to engage in the
business of owning and operating other adult entertainment nightclubs; and

     WHEREAS,  IACP,  through Go West,  or  otherwise,  intents to engage in the
business of  managing  adult  entertainment  nightclubs  owned by third  parties
and/or licensing the right to use the Scores name or other intellectual property
owned by IACP to adult entertainment nightclubs owned by third parties; and

     WHEREAS,  Employee  presently  serves  as  President,  Chairman  and  Chief
Executive  Officer,  for both IACP and Go West and IACP seeks to further  engage
Employee on the terms and conditions set forth below; and

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants  and promises
herein  contained,  and other good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as

1.   Employment.  IACP  hereby  employs Employee and Employee accepts employment
     upon  the  terms and conditions of this Agreement. In addition to his other
     duties,  Employee shall serve as Operations Manager for the Club, and shall
     be  primarily  responsible for IACP's licensing program. In connection with
     the  foregoing,  Employee  shall  provide a minimum of 40 hours per week of
     services to IACP. Employee shall not be precluded hereunder from continuing
     his  employment  as  Operations  Manager  for  Scores  Showroom,  an  adult
     entertainment nightclub located at 333-E.60th Street, New York, New York so
     long  as  such  employment  shall  not interfere with Employee's ability to
     properly  perform  the  duties  assumed  pursuant  to  this  Agreement.

2.   Term. IACP hereby employs  Employee and Employee hereby accepts  employment
     for a term  commencing on the date hereof (the  "Commencement  Date"),  and
     expiring on the tenth (10)  anniversary  of this  Agreement,  unless sooner
     terminated as hereinafter  provided (the  "Employment  Period").  Except as


     otherwise  provided  herein,   Employee  may  unilaterally  terminate  this
     Agreement  at any time,  upon  providing  IACP with  sixty  (60) days prior
     written notice.

3.   Employment and Duties.

     3.1  Title.  Employee is employed in the  capacity of  President  and Chief
          Executive Officer for IACP and as Operations Manager for the Club.

     3.2  Duties and  Responsibilities.  The services to be rendered by Employee
          pursuant to this  Agreement  shall consist of such services as defined
          and directed by IACP's board of directors.  Employee agrees to perform
          such services with great diligence and care.

     3.3  Observance of Rules and  Regulations.  Employee  agrees to observe and
          comply  with the rules and  regulations  of IACP with  respect  to the
          performance of his duties.

4.   Compensation; Benefits and Expenses.

     4.1  Base  Salary.   As  compensation  for  the  services  to  be  rendered
          hereunder,  IACP shall pay to Employee a base annual salary (the "Base
          Salary")  of  $520,000   payable  in  equal  bi-weekly   installments.
          Notwithstanding  the  foregoing,   until  the  opening  of  the  Club,
          Employee's Base Salary shall be $260,000.

     4.2  Other Benefits.  Employee shall also be eligible to participate in any
          benefit  programs  of IACP,  including  but not  limited  to  pension,
          insurance  or other  supplemental  or  special  compensation  plans or
          arrangements.  Employee shall also be eligible to receive  performance
          based bonuses as approved and authorized by IACP's board of directors.

     4.3  Travel,  Automobile  and  Living  Allowances.  During the term of this
          Agreement, Employee shall be entitled to annual travel, automobile and
          living  allowances.  In  connection  herewith,  IACP agrees to advance
          and/or  reimburse  Employee  for all  reasonable  travel,  automobile,
          living and other  expenses  incurred  by  Employee  in  rendering  the
          services  hereunder  on  behalf  of  IACP  provided  Employee  has all
          expenses in excess of $5,000  pre-approved  by IACP.  Employee will be
          reimbursed upon presentation of vouchers or other documents reasonably
          necessary  to verify  the  expenditures  and  sufficient,  in form and
          substance,  to satisfy Internal Revenue Service  requirements for such
          expenses.  The maximum  amount of  Employee's  annual  automobile  and
          living  allowances  under this Agreement shall be determined by IACP's
          board of directors.

5.   Disability or Death of Employee.

     5.1  IACP shall obtain death and disability  insurance on Employee  listing
          IACP as the  beneficiary in the minimum  amount of $5,000,000.  In the
          event Employee dies or becomes disabled during the Employment  Period,
          entitling IACP to receive payment under the insurance  policy,  IACP's
          obligation  to pay Employee  further  Base Salary and  benefits  shall
          cease.  Notwithstanding the forgoing,  Employee or his estate shall be
          entitled to all accrued but unpaid Base Salary and other  benefits due
          to Employee through the date of death or disability.


     5.2  (i) IACP  shall  apply  the  insurance  proceeds  to the  purchase  of
          Employee's stock in IACP which will be valued and purchased by IACP at

          a 20%  discount  from the market  price of the stock as at the date of
          death or disability.

          (ii) Except as otherwise  provided in Section  5.2(iv)  below,  in the
          event Employee owns IACP stock with a value of less than $5,000,000 as
          at the date of death or  disability,  IACP shall be entitled to retain
          the balance of insurance  proceedings  remaining after the purchase of
          Employee's IACP stock.

          (iii) In the  event  Employee  owns  stock  with a value of more  than
          $5,000,000 as at the date of death or disability,  IACP shall have the
          right,  but not the  obligation,  to purchase more than  $5,000,000 of
          such stock at the  discounted  price.  In connection  therewith,  IACP
          shall give notice to  Employee or his estate,  as the case may be, not
          more than 15 days after the date of death or  disability  to advise of
          its intention as to  Employee's  additional  IACP shares.  Such notice
          will  include the number of  additional  IACP  shares  which are being

          (iv) Notwithstanding Section 5.2(ii) above, in the event Employee owns
          no IACP stock or owns IACP stock with a discounted  value of less than
          $1,000,000  as at the date of death or  disability  ,  Employee or his
          estate,  as the case may be,  shall be entitled to retain all of their
          IACP shares and  receive  $1,000,000  of the  insurance  proceeds.

6.   Termination.

     6.1  Termination  By  IACP  For  Cause.  Notwithstanding  anything  to  the
          contrary in this Agreement, IACP shall have the right, subject to this
          Section 6, to terminate this Agreement "for cause", by giving Employee
          7 days prior written notice to that effect,  and  Employee's  right to
          further  compensation and benefits  hereunder,  shall then immediately
          cease.  Any termination IACP under this paragraph "for cause" shall be
          without  prejudice to Employee's right to receive all compensation and
          benefits owed to him through the  effective  date of  termination.  As
          used herein and throughout this Agreement,  the term "for cause" shall
          mean (i)  commission  of a willful act of  dishonesty in the course of
          Employee's duties hereunder,  (ii) a material breach of this Agreement
          that is not cured  within 30 days of  receipt  of notice  thereof,  or
          (iii)   Employee's   conviction   of  a  criminal   offense  or  crime
          constituting  a felony or  conviction  in respect to any act involving
          fraud, dishonesty or moral turpitude resulting in detriment to IACP or
          reflecting upon IACP's  integrity  (other than traffic  infractions or
          similar minor offenses).

     6.2  Termination  By  Employee  Other  Than For Good  Reason.  In the event
          Employee  terminates this Agreement without Good Reason (as defined in
          Section 6.3 hereof),  Employee's  rights to further  compensation  and
          benefits,  hereunder shall then immediately cease.  Employee must give
          IACP a minimum  of 60 days  prior  written  notice  to  effect  such a
          termination.  Notwithstanding  the  foregoing,  in the event  Employee
          terminates  this  Agreement  without Good Reason more than three years
          and less than seven years after the Commencement  Date, IACP shall pay
          Employee a $1,000,000 termination fee.

     6.3  Termination By Employee For Good Reason or Termination BY IACP Without
          Cause.  (i) In the event Employee  terminates this Agreement for "Good


          Reason" or IACP  terminates  this Agreement  without  cause,  Employee
          shall be entitled to receive all of the remaining Base Salary then due
          Employee under this Agreement plus any previously unreimbursed travel,
          living or car expenses.

          (ii) Employee shall have the right to terminate this Agreement and his
               employment hereunder for "Good Reason" if (A) Employee shall have
               given IACP prior written notice of the reason therefore, (B) such
               notice  shall have been given to IACP  within  fifteen  (15) days
               after Employee is notified or otherwise first learns of the event
               constituting "Good Reason," and (C) a period of fifteen (15) days
               following  receipt by IACP of such  notice  shall have lapsed and
               the matters  which  constitute or give rise to such "Good Reason"
               shall not have been cured or eliminated  within such fifteen (15)
               day period,  such period shall be extended up to forty-five  (45)
               days,  provided that IACP shall take and diligently pursue during
               such period  such  action  necessary  to cure or  eliminate  such
               matters. In the event IACP shall not take such action within such
               period,  Employee  may send  another  notice to IACP  electing to
               terminate his employment hereunder and, in such event, Employee's
               employment  hereunder  shall  terminate and the effective date of
               such  termination  shall be the 30 days  after  IACP  shall  have
               received such notice.

          (iii)For the purpose of this  Agreement,  "Good Reason" shall mean the
               occurrence  of any  of the  following  without  Employee's  prior
               written consent:

               (1)  Requiring  Employee  to engage in an illegal  act, or an act
                    which is inconsistent with prior practices of IACP and which
                    could  reasonably  be deemed to be  materially  damaging  or
                    detrimental to Employee;

               (2)  A default by IACP in the payment of any  material sum or the
                    provision of any material  benefit due to Employee  pursuant
                    to this Agreement;

               (3)  The  failure  of  IACP  to  obtain  the  assumption  of this
                    Agreement  by  any  successor  to  substantially  all of the
                    assets or business of IACP; or

               (4)  Any  material  breach  by  IACP  of any  provision  of  this
                    Agreement  which is not  corrected by IACP or, if the breach
                    cannot  be  corrected,  as to  which  SCOT  fails  to pay to
                    Employee reasonable  compensation for such breach, within 60
                    days  following  receipt  by IACP  of  written  notice  from
                    Employee   specifying   the  nature  of  such   breach.

7.   Confidentiality.  Employee  agrees  that  all  confidential and proprietary
     information  relating  to the business of IACP shall be kept and treated as
     confidential  both  during  and after the term of this Agreement, except as
     may  be  permitted  in  writing  by  IACP's  Board  of Directors or as such
     information  is  within the public domain or comes within the public domain
     without  any  breach  of  this  Agreement.

8.   Assumption of Insurance  Policy.  In the event this Agreement is terminated
     by IACP without cause or by Employee for Good Reason,  Employee  shall have
     the right,  if  exercised  by  Employee  in writing  within 15 days of such
     termination,  to assume the death and disability  insurance policy,  and to
     make Employee the beneficiary thereof.


9.   Indemnification.  IACP and Employee shall indemnify the other party for any
     losses,  damages,  liabilities,  judgments,  claims,  costs,  penalties and
     expenses incurred by such other party (including  without  limitation costs
     and reasonable attorneys' fees and costs),  resulting from the indemnifying
     party's  failure  to perform  any of their  obligations  contained  in this
     Agreement.  IACP shall indemnify Employee against any liabilities  incurred
     by him in connection with any proceeding to which he is made a party as the
     result of his  performing  his  duties  hereunder,  unless  such  liability
     results from Employee's  gross  negligence or misconduct in the performance
     of such duties.

10.  Vacation.  Employee  shall be entitled to eight (8) weeks of paid  vacation
     time per contract year.

11.  Governing Law. This Agreement shall be governed by the internal laws of the
     State of New York.  Any action to enforce any term hereof  shall be brought
     exclusively  within  the state or federal  courts of New York,  New York to
     which jurisdiction and venue all parties hereby submit themselves.

12.  Binding  Effect.  Except  as  otherwise  herein  expressly  provided,  this
     Agreement  shall be binding  upon,  and shall  inure to the  benefit of the
     parties hereto, their respective heirs, legal  representatives,  successors
     and assigns.

13.  Notices. All notices, designations,  consents, offers, acceptances, waivers
     or any other communication provided for herein, or required hereunder shall
     be in  writing  and shall be  mailed  by  certified  mail,  return  receipt
     requested, overnight courier, or delivered by hand.

     The notices shall be addressed as follows:

          If to Employee: to the address set forth above

          If to IACP: to the address set forth above

     or to such other address as a party hereto may notify the other pursuant to
     this Section.

14.  Additional  Documents.  Each of the  parties  hereto  agrees to execute and
     deliver,  without  cost or  expense  to any other  party,  any and all such
     further  instruments  or  documents  and to take any and all  such  further
     action  reasonably  requested by such other of the parties hereto as may be
     necessary or  convenient  in order to  effectuate  this  Agreement  and the
     intents and purposes thereof.

15.  Counterparts.  This Agreement and any amendments  hereto may be executed in
     two (2) or more counterparts, each of which shall be deemed an original and
     all of which shall constitute one and the same  instrument,  binding on the
     parties and the signature of any party to any counterpart shall be deemed a
     signature to, and may be appended to, any other counterpart.

16.  Entire Agreement. This Agreement contains the sole and entire agreement and
     understanding  of the parties and supersedes any and all prior  agreements,
     discussions, negotiations, commitments and understandings among the parties
     hereto  with  respect  to  the  subject   matter   hereof.   There  are  no


     representations,   agreements,  arrangements  or  understandings,  oral  or
     written, between or among the parties concerning the subject matter hereto,
     which  are  not  fully  expressed  herein  or in any  supplemental  written
     agreements of even or subsequent date hereof.

17.  Severability.  If any  provision  of  this  Agreement,  or the  application
     thereof to any person or  circumstances,  shall,  for any reason and to any
     extent,  be invalid or  unenforceable,  the remainder of this Agreement and
     the application of such provision to other persons or  circumstances  shall
     not be affected  thereby,  but rather  shall be  enforced  to the  greatest
     extent permitted by law.

18.  Modification.  This  Agreement  cannot be changed,  modified or  discharged
     orally, but only if consented to in writing by both parties.

19.  Contract Headings. All headings of the Sections of this Agreement have been
     inserted for convenience of reference only, are not to be considered a part
     of this Agreement,  and shall in no way affect the interpretation of any of
     the provisions of this Agreement.

20.  Waiver.  Failure to insist  upon strict  compliance  with any of the terms,
     covenants,  or conditions hereof shall not be deemed a waiver of such term,
     covenant, or condition, nor shall any waiver or relinquishment of any right
     or power  hereunder  at any one time or more  times be  deemed a waiver  or
     relinquishment of such right or power at any other time or times.

21.  Representation of Employee.  Employee, with the full knowledge that IACP is
     relying  thereon,  represents  and  warrants  that  he  has  not  made  any
     commitment inconsistent with the provisions hereof and that he is not under
     any  disability  which would prevent him from entering into this  Agreement
     and performing all of his obligations hereunder.

                            [Signature page follows]


     IN WITNESS  WHEREOF the parties  hereto have executed this  Agreement as of
the day and year first above written.

                           THE INTERNET ADVISORY CORP.

                           By:  /s/John Neilson
                                 Name:  John Neilson
                                 Title:    Secretary

                           GO WEST ENTERTAINMENT, INC.

                           By:  /s/Elliot Osher
                                 Name:  Elliot Osher
                                 Title:    Vice President

                           /s/Richard Goldring
                                    Richard Goldring