Sample Business Contracts

Employment Agreement - ActiveTouch Inc. and Min Zhu

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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                              EMPLOYMENT AGREEMENT

This Employment Agreement (hereinafter "Agreement") is entered into between
ActiveTouch, Inc. (hereinafter "Employer") and MIN ZHU (hereinafter "Employee"),
effective August 14, 1998 ("Effective Date").

WHEREAS, Vanenburg Ventures B.V. ("VV") intends to exercise its Warrant to
purchase Series B preferred stock of Employer;

WHEREAS, in consideration of the additional investment that VV will be making in
Employer, VV desires that Employer's key employees enter into an employment
agreement with Employer;

Now therefore, in consideration of the foregoing, the parties agree as follows:


Employer agrees to continue to employ Employee and Employee agrees to be
employed by Employer on the terms and conditions set forth herein. This
Agreement supersedes previous correspondence, promises, representations and
agreements, if any, either written or oral, provided however that the Employee
Proprietary Information and Inventions Agreement that Employee signed on March
12, 1998, remains in full force and effect to the extent that it does not
conflict with the provisions of this Agreement. No provision of this Agreement
may be modified except by a writing signed by both Employer and Employee.


Employee's title is President and CTO. Employee shall perform any and all duties
now and hereafter assigned by Employer for a salary as may be from time to time
fixed by Employer. Employee agrees to abide by Employer's rules, regulations and
practices, including those concerning work schedules, vacation and sick leave,
as they may be from time to time adopted or modified. Employee's title shall
only be changed by mutual agreement.


Employee's salary is $15,000 per month. Employer and Employee understand and
agree that his salary may be adjusted from time to time consistent with local
market practice and the needs of the business.


Employee agrees to work for Employer for a two (2) year term from the Effective
Date of this Agreement, subject to the conditions set forth in section 5 of this

<PAGE>   2


(a) Employee's employment with Employer shall continue as long as it is mutually
    agreeable between Employer and Employee; provided, however, that if Employee
    is terminated by Employer prior to August 14, 2000, for reasons other than
    "Cause", Employee will be paid a separation package consisting of the base
    monthly salary, medical benefits and benefits under a 401K plan that he
    would have received for the balance of the term of this Agreement. The
    salary shall be paid on Employer's regularly scheduled paydays and shall be
    subject to regular payroll deductions. Employee shall not be entitled to any
    other separation benefits. As a condition of receiving the separation
    package set forth in this section 5(a), Employee shall be required to
    execute a release, in a form satisfactory to Employer, of any and all claims
    Employee may have against Employer, its officers, directors, employees or
    agents, arising out of or related to his employment with Employer.

(b) "Cause" includes but is not limited to failure to perform the job; failure
    to achieve performance levels for Employer consistent with Employer's goals,
    as determined by the Board of Directors; violation of Employer policy;
    insubordination; failure of Employee to devote his full time and energy to
    Employer's business; failure of Employee to protect Employer's proprietary
    and confidential information; or, other conduct which, in the judgment of
    the Board of Directors, in inconsistent with the performance of the job a
    satisfactory level of competence.


Employee understands and agrees that any additional compensation to Employee
shall rest in the Employer's sole discretion and that Employee shall not earn or
accrue any right to additional compensation by virtue of his employment.


Employer may adopt or continue in force benefits plans for the benefit of
employees. Employer may terminate any or all such plans at any time and choose
not to adopt additional plans. Employee's rights under any benefit plans now in
force or later adopted shall be governed solely by their terms.


Employee agrees that during the period of employment, he shall devote full time
efforts to his duties as an employee of Employer. During the period of
employment, Employee agrees not to (i) solely or jointly with others undertake
any business activity that competes with Employer's business, and (ii) directly
or indirectly, engage or participate in any other activities in conflict with
the best interests of Employer.

<PAGE>   3


All ideas, concepts, information, and written material disclosed to Employee by
Employer, or acquired form a customer or prospective customer of Employer, are
and shall remain the sole and exclusive property and proprietary information of
Employer or such customers, and are disclosed in confidence by Employer or
permitted to be acquired from such customers in reliance on Employer's agreement
to maintain them in confidence and not to use or disclose them to any other
person except in furtherance of Employer's business.


(a) Any and all inventions, discoveries, improvements or creations
    (collectively, the "Invention Ideas") which Employee has conceived or made,
    or may conceive or make during the period of employment in any way, directly
    or indirectly, connected with Employer's business, shall be the sole and
    exclusive property of Employer. The term "Inventions Ideas" means any and
    all ideas, processes, trademarks, service makes, inventions, technology,
    computer programs, original works of authorship, designs, formulas, patents,
    discoveries, copyrights and all improvements, rights, and claims related to
    the foregoing that are conceived, developed or reduced to practice by
    Employee alone or with others, except to the extent California Labor Code
    Section 2870 lawfully prohibits the assignment of rights in such ideas,
    processes, inventions, etc. Employee agrees that all patentable and
    copyrightable works created by Employee or under Employer's direction, in
    connection with Employer's business are "works made for hire" and Employee
    hereby assigns all proprietary rights, including patent and copyright, in
    these works to Employer without further compensation.

(b) Employee further agrees to (i) disclose promptly to Employer all such
    Invention Ideas which Employee has made or may make solely, jointly or
    commonly with others, (ii) assign all such Invention Ideas to Employer, and
    (iii) execute and sign any and all applications, assignments or other
    instruments which Employer may deem necessary in order to enable it, at its
    expense, to apply for, prosecute, and obtain patents, copyrights, or other
    proprietary rights in the United States and foreign countries, or in order
    to transfer to Employer all right, title and interest in said Invention

(c) This Agreement does not apply to inventions which qualify fully for
    protection under Section 2870 of the California Labor Code ("Section 2870").
    Currently, Section 2870 applies to inventions for which no equipment,
    supplies, facility or trade secret information of Employer was used and
    which was developed entirely in Employee's own time, and (i) which does not
    relate, at the time of conception or reduction to practice of the invention,
    to the business of Employer, or to Employer's actual or demonstrably
    anticipated research or development, or (ii) which does not result from any
    work performed by Employee for Employer. Notwithstanding this section 10(c),
    during the term of Employee's employment, Employee shall disclose in
    confidence to Employer any invention in order to permit Employer to make a
    determination as compliance by Employee with the terms and conditions of
    this Agreement. Employee

<PAGE>   4

        understands that he bears the full burden of proving to Employer that
        the invention qualifies fully under Section 2870.


(a) Definition. During the term of employment with Employer, Employee will have
    access to and become acquainted with the various trade secrets and other
    proprietary and confidential information owned by Employer and used by
    Employer in its business. "Trade secrets and other proprietary and
    confidential information" consist of, for example and not intending to be
    exclusive, (i) software (source and object code), algorithms, computer
    processing systems, techniques, methodologies, formulae, processes,
    compilations of information, drawings, proposals, job notes, reports,
    records, and specifications, and (ii) information concerning any matters
    relating to the business of Employer, any of its customers, customer
    contacts, licenses, the prices it obtains or has obtained for the licensing
    of its software products and services, or any other information concerning
    the business of the Employer and Employer's good will.

(b) No Disclosure. Employee shall not disclose or use in any manner, directly or
    indirectly, any such trade secrets and other proprietary and confidential
    information either during the term of this Agreement or at any time
    thereafter, except as required in the course of employment with Employer.

(c) No Engaging in Unfair Competition. By signing this Agreement, Employee
    acknowledges and agrees that the names, addresses and product specifications
    of Employer's customers constitute "trade secrets and other proprietary and
    confidential information" and that the sale or unauthorized use or
    disclosure of this or any other trade secrets and other proprietary and
    confidential information" that Employee obtained during the course of this
    Agreement would constitute unfair competition with Employer. Employee
    promises not to engage in any unfair competition with Employee either during
    the terms of Employee's employment or at any time thereafter.


Employee agrees that, upon Employer's request or termination of employment, he
shall turn over to Employer all documents, disks or other computer media, or
other material in his possession or under his control, that (i) may contain or
be derived from concepts, Invention Ideas, or trade secrets and other
proprietary and confidential information as set forth in paragraphs 9, 10 and 11
above, or (ii) are connected with or derived from Employee's services to


Any attempt on the part of Employee to induce others to leave Employer's employ,
or any effort by Employee to interfere with Employer's relationship with its
other employees, could be harmful and damaging to Employer. Employee agrees that

<PAGE>   5

the term of employment and for a period of one year thereafter, Employee will
not directly or indirectly (i) induce or attempt to induce any employee of
Employer to quit employment with Employer; (ii) otherwise interfere with or
disrupt Employer's relationship with its employers; or (iii) solicit or entice
away any Employee of Employer.


For a period of one year from the date of termination of employment, Employee
will not divert or attempt to divert from Employer any business Employer has
enjoyed or solicited from its customers during the two (2) years prior to
termination of his employment.


In the event of a breach or threatened breach by Employee of the provisions of
sections 8 through 14 of this Agreement, Employee agrees that Employer--in
addition to and not in limitation of any other rights, remedies or damages
available to Employer at law or in equity--shall be entitled to a permanent
injunction to prevent or restrain any such breach by Employee or by Employee's
partners, agents, representatives, servants, employees and/or any and all
persons directly or indirectly acting for or with Employee.


If any of the provisions of this Agreement is held to be invalid or
unenforceable in whole or in part, those provisions to the extent enforceable
and all other provisions shall nevertheless continue to be valid and enforceable
as if the invalid or unenforceable parts had not been included in this
Agreement. If any provision relating to the time period or scope of a
restriction shall be declared by a court of competent jurisdiction to exceed the
maximum time period or scope such court deems reasonable and enforceable, then
the time period or scope or the restriction which is deemed reasonable and
enforceable by the court shall become and shall thereafter be the maximum time
period or the applicable scope of the restriction. To the extent that any
provision in this Agreement conflicts with one or more provisions of the
Employee Proprietary Information and Inventions Agreement dated March 12, 1998,
the latter shall prevail.


This Agreement shall be construed and enforced according to the laws of the
State of California. All legal actions arising under this Agreement shall be
instituted in, and both Employer and Employee consent to jurisdiction in


Employee has carefully read and considered all provisions of this Agreement and
agrees that all restrictions set forth are fair and reasonably required for the
protection of the interests of Employer.

<PAGE>   6




/s/ Klaas De Boer                           /s/ Subrah S. Iyar
-----------------------------------         ------------------------------------
By:  Klaas De Boer                          Subrah S. Iyar
Title:  Director                            CEO
Date:  14 Aug 1998                          14 Aug. 1998


/s/ Min Zhu
By:  Min Zhu
Date: 8/14/98