ABC COMMERCIAL ADVISORY, LLC
AGREEMENT made as of the day of November, 2015 between ABC COMMERCIAL ADVISORY, LLC, a New Jersey Limited Company with offices at [address], USA (hereinafter referred to as the “Employer” or “Company”) and Michael Demaio, residing at (hereinafter referred to as the “Employee”).
WHEREAS the Employer is engaged in the business of commercial mortgage brokerage and advisory services.
WHEREAS the Employer desires to employ the Employee and the Employee desires to be employed with the Employer; and
WHEREAS the parties desire to record the arrangements made for such employment;
NOW THEREFORE in consideration of the premises and of the mutual agreements hereinafter set forth, the parties hereto agree as follows:
1. Employment. The Employer hereby employs the Employee and the Employee hereby accepts employment upon the terms and conditions hereinafter set forth.
2. Duties. The Employer hereby employs the Employee in the position more fully described in Exhibit “A” | | (Duties of Employee/Job Description) annexed hereto with such duties and responsibilities, as the Employer | shall, from time to time, determine.
The Employee hereby accepts the employment described herein and agrees to perform such duties as are commensurate with his office as prescribed by _______ LLC on behalf of the Employer and to abide by the terms and conditions of this Agreement.
3. Extent of Services. The Employee shall devote a substantial amount of his professional/working time, attention, and energies to the business of the Employer which shall constitute a minimum of forty (40) hours per week during the entire term.
4. Best Efforts of Employee. The Employee agrees that he will at all times continue to faithfully, industriously and to the best of his ability, experience and talents, perform all the duties that may be required of and from him pursuant to the express and implicit terms hereof, to the reasonable satisfaction of the Employer.
5. Term of Employment. Subject to the provisions for termination set for below this Agreement will begin on _________ and terminate on the occurrence of any of the following: (i) determination by ____ LLC that the Employee is not actively and constructively engaged in the business of the Employer; (ii) the Employer ceases to conduct business; or (iii) one year from the date employment begins or whichever occurs first.
a. For all services rendered by the Employee under this Agreement, the Employer shall pay the Employee a gross salary of $1,000.00 per week only for the first three (3) months of employment less such deductions and withholding as is required by the applicable laws.
b. The Employer shall reimburse Employee for customary and reasonable business expenses, incurred on behalf of the Employer.
c. Other Benefits. The Employer shall provide no other benefits.
7. Covenant Not To Compete/Not to Solicit/Not to Disclose.
a. Non-Competition. During the term of his employment by the Employer, and for a period of twelve (12) months following either the conditions set forth in the Operating Agreement for commencement of the eighteen month period or the termination of his employment, the Employee covenants and agrees that he shall not, (i) directly or indirectly on his own behalf or on behalf of any person or entity with which he is affiliated, solicit or accept any business or compensation from any (a) customer of the Company, (b) lending source through whom the Company has obtained or arranged financing for any customer of the Company, (c) any prospective customer or lending source that has communicated with Palazzo, Guevera or the Company regarding financing; (ii) engage in the business of commercial mortgage brokerage or advisory services in New York, New Jersey, Pennsylvania or Connecticut.
b. Non-Disclosure. During the term of his employment by the Employer, and at all times following termination of such employment, the Employee covenants and agrees that he shall keep strictly confidential all information which he presently possesses or which he may obtain during the course of his employment, including but not limited to the business practices, finances, customers, product pricing, market strategies, business strategies, trade secrets and other confidential information of the Employer or information about the Employer not generally known to the public and not disclose the same to any other person, firm or corporation or use the same, pursuant to his employment by the Employer. The Employee further agrees that upon the termination of his employment (irrespective of the time, manner or cause of termination), he will surrender and deliver to the Employer all property of the Employer in his possession or control, including but not limited to computers, electronic devices, keys, lists, telephone numbers, addresses, books, records and data of every kind (and all copies thereof) relating to or in connection with the Employer’s customers and business.
c. Injunctive Relief. The parties acknowledge that in the event of a breach or a threatened breach by the Employee of any of his obligations under this Agreement, the Employer will not have an adequate remedy at law. Accordingly, in the event of any breach or threatened breach by the Employee, the Employer shall be entitled to such equitable and injunctive relief as may be available to restrain the Employee and any business, firm, partnership, individual, corporation or entity participating in the breach or threatened breach from the violation of the provisions of this Agreement. Nothing in this Agreement shall be construed as prohibiting the Employer from pursuing any other remedies available at law or in equity for breach or threatened breach, including the recovery of damages and the immediate termination of the employment of the Employee.
d. Additional Remedies. Any breach of the terms of this paragraph “9” is a material breach of this Agreement. If a breach of the provisions of this paragraph “9” shall occur during the course of the Employee’s employment, in addition to all other remedies available to the Employer, it may immediately terminate the employment of the Employee.
In the event that the Employer institutes any suit to enforce the provisions of this paragraph “9” herein, the Employer shall be entitled to injunctive relief in addition to any other relief or remedy granted. The covenants set forth in this Agreement shall survive the termination or expiration of this Agreement.
8. Commitments Binding on Employer Only on Written Consent. Anything herein contained to the contrary notwithstanding, it is expressly understood and agreed that the Employee shall not have the right to make any contracts or financial commitments for or on behalf of the Employer, except as provided in the Operating Agreement.
9. Employee’s Inventions. Employee will promptly submit to Employer written disclosure of all inventions, improvements and discoveries relating to the Business, whether or not patentable (hereinafter “Inventions”) which are made or conceived by him, alone or jointly with others, while in Employer’s employ. Title to all such Inventions that shall be within the existing or contemplated scope of Employer’s business at the time such Inventions are made or conceived or which result from or are suggested by any work he may do for or on behalf of Employer, together with such patent, patents or other legal protection as may be obtained thereon in the United States of America and all foreign countries, shall belong to Employer. Employee will assign such title to Employer and, upon the request of Employer, execute all proper papers for use in applying for, obtaining, maintaining and enforcing such patents or other legal protection as Employer may desire and will execute and deliver all proper assignments thereof, when so requested, without further remuneration but at the expense of Employer.
10. Merger, Etc. of Employer. This Agreement shall not be terminated by the voluntary or involuntary dissolution of Employer or by any merger or consolidation where the Employer is or is not the surviving or resulting entity, or upon any transfer of all or substantially all of the assets of the Employer. In the event of any such merger, consolidation, or transfer of assets, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the surviving or resulting entity or the entity to which such assets shall have been transferred.
11. Notices. Any notice required to be given under this Agreement shall be sufficient if in writing, and if sent by registered mail to the Employee at his residence, and to the Employer at its principal place of business:
ABC COMMERCIAL ADVISORY, LLC
12. Waiver/Discharge. No provision of this Agreement may be waived or discharged unless such waiver or discharge is agreed to in writing and signed by the Parties. No breach of this Agreement is to be considered waived due to the Employer’s failure to take steps to enforce the Agreement. No waiver by either party at any time of any breach by the other party shall be deemed a waiver of similar conditions at the same or at any prior or subsequent time.
13. Benefit. This Agreement shall be binding upon the parties hereto, their heirs, legal representatives, successors and assigns.
14. Modification. This instrument contains the entire agreement of the parties. It may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any change or modification is sought.
15. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, USA.
16. Remedies. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy. Each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder now or hereafter existing at law or in equity or by statute or otherwise, and the election by a party of one or more remedies shall not constitute a waiver of the party’s right to pursue any other available remedies.
17. Exercise of Rights of Employer. All exercises of the rights of Employer or any affiliate hereunder may be made by Employer or any affiliate of Employer acting on behalf of Employer.
18. Effect of Prior Agreements. This Agreement supersedes any prior agreement between the Company or any predecessor of the Company and the Employee.
19. Severability/Court Authority to Identify Enforceable Terms. If any provision of the Agreement, or portion thereof is held by any court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, the remainder of such provision and all other provisions of this Agreement shall remain in effect without regard to the invalid portion. It is the intention of the Parties that, if any court construes any provision of this Agreement, or portion thereof, to be illegal, invalid or unenforceable because of the time period, subject matter, or geographic area covered by the provision, such court shall limit the time period, subject matter, or geographic area of such provision to make it enforceable and thereafter shall enforce the provision in its limited form.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.
ABC COMMERCIAL ADVISORY, LLC
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DUTIES OF EMPLOYEE/ JOB DESCRIPTION