EMPLOYMENT AND SERVICES AGREEMENT
THIS AGREEMENT dated for reference May 20, 1999
BETWEEN:
BIDHIT.COM, INC.,
A Washington state corporation having an office at Suite 204,
18702 North Creek Parkway, Bothel, Washington 98011
(herein called "BidHit")
OF THE FIRST PART
AND:
JEFF MENDENHALL,
of 12221 - 100th Avenue, N.E., Kirkland, WA 98034 USA
("Mendenhall")
OF THE SECOND PART
WHEREAS:
A. BidHit wishes to retain the services of Mendenhall as Vice-President for
BidHit to assist in the development and operation of BidHit's principal trading
activity "Interactive Auction Online" upon the terms and conditions contained in
this Agreement; and
B. Mendenhall has agreed to enter into this Agreement for the purpose of
providing certain covenants.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the premises and the covenants and agreements herein contained, the parties
hereto do mutually covenant and agree as follows:
1. Engagement. BidHit hereby engages Mendenhall to provide the Services (as
hereinafter defined) and Mendenhall accepts such engagement.
2. Services. Mendenhall covenants to provide his services to BidHit during the
Term and any renewal thereof and covenants and agrees as follows:
(a) to provide his management expertise and experience in the
capacity of Vice-President and in the capacity of Director of
BidHit's parent, BidHit.com Inc. (Nevada);
(b) to establish operational strategies for the implementation of
BidHit's business plan, principally, the operation and
expansion of BidHit's "Interactive Auction Online" business;
(c) subject to the direction of BidHit, to perform all such acts
as are necessary to properly and efficiently carry out the
foregoing and any other functions or duties requested by
BidHit,
(collectively, the "Services").
3. Provision of Services. Mendenhall covenants and agrees to provide his
services on a full-time basis, 49 weeks per year upon the terms and conditions
contained in this Agreement.
4. Term. The term of this Agreement (the "Term") shall commence on June 1, 1999
and shall end on June 1, 2001. Upon the expiration of the Term, this Agreement
may be renewed for a further one (1) year term at the sole option of BidHit. In
the event that BidHit wishes to renew this Agreement upon the expiration of the
Term, BidHit shall give notice of its intention to renew this Agreement to
Mendenhall not less than two (2) months prior to the expiration of the Term. If
notice of renewal is given by BidHit to Mendenhall as provided herein, this
Agreement will be extended for a further term of one (1) year upon such terms
and conditions as may be negotiated by the Parties.
5. Remuneration. BidHit shall pay Mendenhall a remuneration package as follows:
(1) a signing bonus of $5,000 to be paid on the first day of
Mendenhall's employment at BidHit;
(2) a salary of $4,000 per month until the earlier of the 12th
month of the Term or closing of a secondary financing by
BidHit. Upon the occurrence of either a secondary financing by
BidHit or the end of the 12th month of the Term, Mendenhall's
salary shall be renegotiated by the Parties;
(3) stock options to acquire up to 277,875 common shares of BidHit
at a price of $4.00 per share with 25% of the total options
vesting with Mendenhall at the end of the third, sixth, ninth
and twelfth months of the first year of the Term;
(4) 400,000 common shares of BidHit vesting with Mendenhall at the
rate of 100,000 shares at the end of the third, sixth, ninth
and twelfth months of the Term;
(5) enrollment in a medical benefits plan to be determined at the
discretion of BidHit's President.
6. Expenses. BidHit shall reimburse Mendenhall for all travelling and other
expenses actually and properly incurred by him in connection with his duties
hereunder, provided that such expenses are supported by proper statements or
vouchers supplied to BidHit within 45 days of the date the expense was incurred.
7. Direction. Mendenhall shall report to and be subject to the direction of the
President of BidHit or to such person or persons as the Board of Directors of
BidHit may designate from time to time.
8. Termination. Notwithstanding any provision contained herein to the contrary,
BidHit may terminate this Agreement without notice in the event that Mendenhall
is in breach of any of the terms or conditions contained herein. In addition,
BidHit may terminate this Agreement without notice for cause at any time without
liability for damages or otherwise or without cause upon payment of two month's
remuneration. Upon termination of this Agreement in the event that Mendenhall is
in breach of any of the terms or conditions herein contained or for cause,
Mendenhall will cease to be entitled to receive any further compensation
pursuant to this Agreement including, without limitation, the remuneration
provided for in paragraph 5. Nothing contained herein shall prejudice BidHit's
other rights and remedies upon termination of this Agreement, at law, in equity
or otherwise.
9. Confidential Information and Restrictive Covenant. Mendenhall acknowledges
that in the course of his duties hereunder, he shall acquire access to data and
information relating to the operation of the business of BidHit and, in
particular, the operation of BidHit's "Interactive Auction Online" business.
Mendenhall further acknowledges that if he was to compete against BidHit or be
employed or in any way involved with a person or company that was in competition
with BidHit during or following the termination of this Agreement, BidHit would
suffer irreparable damage. Accordingly, Mendenhall hereby covenants and agrees
that he will not, during the Term of this Agreement or any renewal thereof or
for a period of two (2) years following the termination of this Agreement,
either alone or in partnership or in conjunction with any other person or
persons, firm, association, syndicate, company, as principal, agent,
shareholder, officer, director or in any other manner whatsoever, carry on or be
engaged in or concerned with or interested in, or advise, any person or persons,
firm, association, syndicate or company engaged in any aspect of the business of
BidHit or the Services provided hereunder.
10. No Disclosure. Except as required in the performance of the Services and
duties of Mendenhall to BidHit, Mendenhall shall not at any time during the Term
of this Agreement or any renewal thereof, or at any time thereafter, directly,
indirectly, or otherwise, use, communicate, disclose, disseminate, discuss,
lecture upon or publish articles concerning confidential, proprietary and trade
secret information of BidHit without the prior written consent of BidHit.
11. Meaning of "Confidential". "Confidential, proprietary and trade secret
information" as used herein means any information and practices not generally
known or recognized or in the public domain in the industry in which BidHit is
engaged, which information or practices are disclosed to, developed, known or
contributed by Mendenhall as a consequence of, or during the Term of this
Agreement or any renewal thereof, and concerning any acquisition, assessments,
analysis or engineering, technology, research, test procedures and results,
equipment, computer hardware and software programs, services used, marketing,
selling and servicing, or business methods used, manufactured, developed or
acquired by or for BidHit including, without limitation, the Services provided
hereunder.
12. Confidentiality of Documents. All documents, computer programs or software,
records, notebooks, work papers, notes, memoranda and similar repositories of or
containers of confidential, proprietary or trade secret information, made or
compiled by Mendenhall at any time, or made available to Mendenhall during the
Term of this Agreement and any renewal thereof, including any and all copies
thereof, shall be the property of BidHit and belong solely to BidHit and shall
be held by Mendenhall in trust and solely for the benefit of BidHit and shall be
delivered to BidHit by Mendenhall upon the termination of this Agreement or at
any other time upon request by BidHit.
13. Notification of Actions. Mendenhall shall promptly notify BidHit of any
suit, proceeding or other action commenced or taken against BidHit or of any
facts or circumstances of which Mendenhall is aware which may reasonably form
the basis of any suit, proceeding or action against BidHit.
14. Currency. All monetary amounts expressed herein and all payments made
hereunder shall be in U.S. dollars.
15. Notices. Any notice or other communication required or permitted to be given
hereunder shall (with the exception of dismissal effected pursuant to paragraph
8 hereof) be in writing and shall be deemed to have been duly given if delivered
by hand or if sent by registered mail with postage prepaid addressed as follows
or if telecopied to the telecopier numbers as follows:
If to BidHit:
BidHit.com, Inc.
Suite 204
18702 North Creek Parkway
Bothel, Washington 98011
Attention: Mr. Tim Black
Facsimile: (425)424-3661
If to Mendenhall:
Jeff Mendenhall
12221 - 100th Avenue, N.E.
Kirkland, WA 98034 USA
or to such other address as any party may specify in writing to the others and
shall be deemed to have been received if delivered by hand, on the date of
delivery, or if mailed as aforesaid, on the fourth business day following the
date of mailing thereof or if telecopied, on the business day next following the
date of telecopying; provided that if there shall be an interruption of postal
services which affects the delivery of mail, notice shall be delivered by hand
or telecopier only.
16. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington.
17. No Assignment. This Agreement is personal to Mendenhall and may not be
assigned by it.
18. Enurement. This Agreement shall enure to the benefit of and be binding upon
the parties hereto and their respective heirs, executors, administrators,
successors and permitted assigns.
19. Time of Essence. Time is of the essence of this Agreement and each of its
terms.
20. Entire Agreement. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all
previous agreements, negotiations, and discussions between the parties. This
Agreement may only be amended or varied by written agreement executed by all of
the parties hereto.
21. Severability. Any determination by a court of competent jurisdiction that
any provision or part thereof contained in this Agreement is invalid or
unenforceable shall not affect the validity or enforceability of the remaining
portion of this Agreement, which remaining portion shall remain in full force
and effect as if this Agreement had been executed with the invalid or
unenforceable portion thereof eliminated and it is hereby declared the intention
of the parties hereto that they would have executed the remaining portion of
this Agreement without including therein any such part or parts or portion which
may for any reason be hereafter declared invalid or unenforceable.
22. Further Assurances. Each of the parties shall execute such further and other
documents and instruments and do such further and other things as may be
necessary to implement and carry out the intent of this Agreement.
23. Survival. The parties agree that the provisions of paragraphs 9, 10, 11 and
12 shall continue in full force and effect for the benefit of BidHit
notwithstanding the termination of this Agreement for any reason whatsoever.
24. Injunctive Remedies. In the event of a breach or a threatened breach of, or
a default or a threatened default under, any of the terms of this Agreement by
Mendenhall, Mendenhall acknowledges and agrees with BidHit that such breach,
threatened breach, default or threatened default, as the case may be, may cause
irreparable harm to BidHit and BidHit shall be entitled to an injunction
restraining such breach, threatened breach, default or threatened default, as
the case may be, without showing or proving any actual damage. The right to an
injunction shall be cumulative and in addition to whatever other remedies BidHit
may have available at law or in equity.
25. No Waiver. No waiver by any party hereto of any default in performance on
the part of the other party and no waiver by any party of any breach or of a
series of breaches of any of the terms, covenants or conditions of this
Agreement shall constitute a waiver of any subsequent or continuing breach of
such terms, covenants or conditions. The failure of any party hereto to assert
any claim in a timely fashion with respect to any of its rights or remedies
under
this Agreement shall not be construed as a waiver of any such claim and shall
not serve to modify, alter or restrict any such party's right to assert such
claim at any time thereafter.
26. Counterparts. This Agreement may be executed in one or more counterparts
and/or by facsimile, each of which when executed by any party hereto will be
deemed to be an original and such counterparts will together constitute one and
the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day first above written.
BIDHIT.COM, INC.
Per: /s/ Tim Black
---------------------------------------
/s/ Jeff Mendenhall
----------------------------------------
EMPLOYMENT AND SERVICES AGREEMENT
THIS AGREEMENT dated for reference May 20, 1999
BETWEEN:
BIDHIT.COM, INC.,
A Washington state corporation having an office at Suite 204,
18702 North Creek Parkway, Bothel, Washington 98011
(herein called "BidHit")
OF THE FIRST PART
AND:
TIM BLACK,
of 512 - 225th Place, S.E., Bothel, Washington, 98021 USA
("Black")
OF THE SECOND PART
WHEREAS:
A. BidHit wishes to retain the services of Black as President for BidHit to
assist in the development and operation of BidHit's principal trading activity
"Interactive Auction Online" upon the terms and conditions contained in this
Agreement; and
B. Black has agreed to enter into this Agreement for the purpose of providing
certain covenants.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the premises and the covenants and agreements herein contained, the parties
hereto do mutually covenant and agree as follows:
1. Engagement. BidHit hereby engages Black to provide the Services (as
hereinafter defined) and Black accepts such engagement.
2. Services. Black covenants to provide his services to BidHit during the Term
and any renewal thereof and covenants and agrees as follows:
(a) to provide his management expertise and experience in the
capacity of President and Chief Executive Officer and in the
capacity of Chairman of BidHit's parent, BidHit.com, Inc.
(Nevada);
(b) to manage the development and establishment of operational
strategies for the implementation of BidHit's business plan,
principally, the operation and expansion of BidHit's
"Interactive Auction Online" business;
(c) subject to the direction of BidHit, to perform all such acts
as are necessary to properly and efficiently carry out the
foregoing and any other functions or duties requested by
BidHit,
(collectively, the "Services").
3. Provision of Services. Black covenants and agrees to provide his services on
a full-time basis, 49 weeks per year upon the terms and conditions contained in
this Agreement.
4. Term. The term of this Agreement (the "Term") shall commence on June 1, 1999
and shall end on June 1, 2001. Upon the expiration of the Term, this Agreement
may be renewed for a further one (1) year term at the sole option of BidHit. In
the event that BidHit wishes to renew this Agreement upon the expiration of the
Term, BidHit shall give notice of its intention to renew this Agreement to Black
not less than two (2) months prior to the expiration of the Term. If notice of
renewal is given by BidHit to Black as provided herein, this Agreement will be
extended for a further term of one (1) year upon such terms and conditions as
may be negotiated by the Parties.
5. Remuneration. BidHit shall pay Black a remuneration package as follows:
(1) a salary of $4,000 per month until the earlier of the 12th
month of the Term or closing of a secondary financing by
BidHit. Upon the occurrence of either a secondary financing by
BidHit or the end of the 12th month of the Term, Black's
salary shall be renegotiated by the Parties; and
(2) stock options to acquire up to 277,875 common shares of BidHit
at a price of $4.00 per share with 25% of the total options
vesting with Black at the end of the third, sixth, ninth and
twelfth months of the first year of the Term.
6. Expenses. BidHit shall reimburse Black for all travelling and other expenses
actually and properly incurred by him in connection with his duties hereunder,
provided that such expenses are supported by proper statements or vouchers
supplied to BidHit within 45 days of the date the expense was incurred.
7. Direction. Black shall report to and be subject to the direction of the Board
of Directors of BidHit.
8. Termination. Notwithstanding any provision contained herein to the contrary,
BidHit may terminate this Agreement without notice in the event that Black is in
breach of any of the terms or conditions contained herein. In addition, BidHit
may terminate this Agreement without notice for cause at any time without
liability for damages or otherwise or without cause upon payment of two month's
remuneration. Upon termination of this Agreement in the event that Black is in
breach of any of the terms or conditions herein contained or for cause, Black
will cease to be entitled to receive any further compensation pursuant to this
Agreement including, without limitation, the remuneration provided for in
paragraph 5. Nothing contained herein shall
prejudice BidHit's other rights and remedies upon termination of this Agreement,
at law, in equity or otherwise.
9. Confidential Information and Restrictive Covenant. Black acknowledges that in
the course of his duties hereunder, he shall acquire access to data and
information relating to the operation of the business of BidHit and, in
particular, the operation of BidHit's "Interactive Auction Online" business.
Black further acknowledges that if he was to compete against BidHit or be
employed or in any way involved with a person or company that was in competition
with BidHit during or following the termination of this Agreement, BidHit would
suffer irreparable damage. Accordingly, Black hereby covenants and agrees that
he will not, during the Term of this Agreement or any renewal thereof or for a
period of two (2) years following the termination of this Agreement, either
alone or in partnership or in conjunction with any other person or persons,
firm, association, syndicate, company, as principal, agent, shareholder,
officer, director or in any other manner whatsoever, carry on or be engaged in
or concerned with or interested in, or advise, any person or persons, firm,
association, syndicate or company engaged in any aspect of the business of
BidHit or the Services provided hereunder.
10. No Disclosure. Except as required in the performance of the Services and
duties of Black to BidHit, Black shall not at any time during the Term of this
Agreement or any renewal thereof, or at any time thereafter, directly,
indirectly, or otherwise, use, communicate, disclose, disseminate, discuss,
lecture upon or publish articles concerning confidential, proprietary and trade
secret information of BidHit without the prior written consent of BidHit.
11. Meaning of "Confidential". "Confidential, proprietary and trade secret
information" as used herein means any information and practices not generally
known or recognized or in the public domain in the industry in which BidHit is
engaged, which information or practices are disclosed to, developed, known or
contributed by Black as a consequence of, or during the Term of this Agreement
or any renewal thereof, and concerning any acquisition, assessments, analysis or
engineering, technology, research, test procedures and results, equipment,
computer hardware and software programs, services used, marketing, selling and
servicing, or business methods used, manufactured, developed or acquired by or
for BidHit including, without limitation, the Services provided hereunder.
12. Confidentiality of Documents. All documents, computer programs or software,
records, notebooks, work papers, notes, memoranda and similar repositories of or
containers of confidential, proprietary or trade secret information, made or
compiled by Black at any time, or made available to Black during the Term of
this Agreement and any renewal thereof, including any and all copies thereof,
shall be the property of BidHit and belong solely to BidHit and shall be held by
Black in trust and solely for the benefit of BidHit and shall be delivered to
BidHit by Black upon the termination of this Agreement or at any other time upon
request by BidHit.
13. Notification of Actions. Black shall promptly notify BidHit of any suit,
proceeding or other action commenced or taken against BidHit or of any facts or
circumstances of which Black is aware which may reasonably form the basis of any
suit, proceeding or action against BidHit.
14. Currency. All monetary amounts expressed herein and all payments made
hereunder shall be in U.S. dollars.
15. Notices. Any notice or other communication required or permitted to be given
hereunder shall (with the exception of dismissal effected pursuant to paragraph
8 hereof) be in writing and shall be deemed to have been duly given if delivered
by hand or if sent by registered mail with postage prepaid addressed as follows
or if telecopied to the telecopier numbers as follows:
If to BidHit:
BidHit.com, Inc.
Suite 204
18702 North Creek Parkway
Bothel, Washington 98011
Attention: Mr. Tim Black
Facsimile: (425)424-3661
If to Black:
Tim Black
512 - 225th Place, S.E.
Bothel, Washington 98021
or to such other address as any party may specify in writing to the others and
shall be deemed to have been received if delivered by hand, on the date of
delivery, or if mailed as aforesaid, on the fourth business day following the
date of mailing thereof or if telecopied, on the business day next following the
date of telecopying; provided that if there shall be an interruption of postal
services which affects the delivery of mail, notice shall be delivered by hand
or telecopier only.
16. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington.
17. No Assignment. This Agreement is personal to Black and may not be assigned
by it.
18. Enurement. This Agreement shall enure to the benefit of and be binding upon
the parties hereto and their respective heirs, executors, administrators,
successors and permitted assigns.
19. Time of Essence. Time is of the essence of this Agreement and each of its
terms.
20. Entire Agreement. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all
previous agreements,
negotiations, and discussions between the parties. This Agreement may only be
amended or varied by written agreement executed by all of the parties hereto.
21. Severability. Any determination by a court of competent jurisdiction that
any provision or part thereof contained in this Agreement is invalid or
unenforceable shall not affect the validity or enforceability of the remaining
portion of this Agreement, which remaining portion shall remain in full force
and effect as if this Agreement had been executed with the invalid or
unenforceable portion thereof eliminated and it is hereby declared the intention
of the parties hereto that they would have executed the remaining portion of
this Agreement without including therein any such part or parts or portion which
may for any reason be hereafter declared invalid or unenforceable.
22. Further Assurances. Each of the parties shall execute such further and other
documents and instruments and do such further and other things as may be
necessary to implement and carry out the intent of this Agreement.
23. Survival. The parties agree that the provisions of paragraphs 9, 10, 11 and
12 shall continue in full force and effect for the benefit of BidHit
notwithstanding the termination of this Agreement for any reason whatsoever.
24. Injunctive Remedies. In the event of a breach or a threatened breach of, or
a default or a threatened default under, any of the terms of this Agreement by
Black, Black acknowledges and agrees with BidHit that such breach, threatened
breach, default or threatened default, as the case may be, may cause irreparable
harm to BidHit and BidHit shall be entitled to an injunction restraining such
breach, threatened breach, default or threatened default, as the case may be,
without showing or proving any actual damage. The right to an injunction shall
be cumulative and in addition to whatever other remedies BidHit may have
available at law or in equity.
25. No Waiver. No waiver by any party hereto of any default in performance on
the part of the other party and no waiver by any party of any breach or of a
series of breaches of any of the terms, covenants or conditions of this
Agreement shall constitute a waiver of any subsequent or continuing breach of
such terms, covenants or conditions. The failure of any party hereto to assert
any claim in a timely fashion with respect to any of its rights or remedies
under this Agreement shall not be construed as a waiver of any such claim and
shall not serve to modify, alter or restrict any such party's right to assert
such claim at any time thereafter.
26. Counterparts. This Agreement may be executed in one or more counterparts
and/or by facsimile, each of which when executed by any party hereto will be
deemed to be an original and such counterparts will together constitute one and
the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the day first above written.
BIDHIT.COM, INC.
Per: /s/ Tim Black
---------------------------------------
/s/ Tim Black
----------------------------------------