Exhibit 4.18
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
Thursday, the 1st day of March, 2001, by and between ImagicTV Inc. (the
"Company") and Norm Bier (the "Employee").
THIS AGREEMENT WITNESSES that in consideration of the covenants and
agreements contained herein, the parties hereto agree as follows:
ARTICLE 1
EMPLOYMENT
On the terms and subject to the conditions contained in this Agreement, the
Company hereby employs the Employee, and the Employee hereby accepts
employment, to serve the Company in the position described in Article 3.
ARTICLE 2
TERM
The term of the Employee's employment commenced on the 1st day of March,
2001 (the "Commencement Date"), and shall be for the period ending on the
second anniversary of the Commencement Date, unless sooner terminated pursuant
to the terms of the Agreement, or by reason of the bankruptcy or insolvency of
the Company, in which case this Agreement will be of no further effect. Such
employment shall be automatically renewed on the second anniversary of the
Commencement Date and each anniversary thereafter for a period ending
immediately prior to the following anniversary, unless terminated in
accordance with the terms of Article 6. This Employment Agreement replaces any
existing written or oral Employment Agreement between the parties.
ARTICLE 3
DUTIES
3.1 Position
a) During the term of this Agreement, the Employee will serve as Vice
President of Sales--Americas of the Company. The Employee will have the usual
and customary duties of Vice President of Sales--Americas. Subject to the
direction and control of the President and CEO of the Company (the "President
and CEO"), the Employee will have such executive power and authority as is
consistent with the office of and as is necessary for him to discharge his
duties as Vice President of Sales--Americas. The Employee shall also perform
such other duties not inconsistent with the duties of Vice President of
Sales--Americas as may be assigned to him from time to time by the President
and CEO. Initially, the Employee's primary office location will be working
from his home office in Cumming, Georgia.
b) The work schedule for the Employee shall be consistent with the ordinary
office hours of the Company at the Employee's place of employment, as may be
amended from time to time. The Employee agrees that as a management level
employee, he will from time to time be required to work beyond regular office
hours. The Employee acknowledges and agrees that no overtime payment shall be
made for such work beyond regular office hours.
3.2 Outside Activities
The Employee will devote his full time, energy, skill and best efforts to the
performance of his duties hereunder, in a manner which will faithfully and
diligently further the business and interests of the Company, including, but
not limited to, attaining performance objectives such as revenue and profit
goals established by the President and CEO for the Company but he may make or
manage personal investments of his choice and may serve as a director of any
business enterprise (not directly or indirectly in competition with the
Company) or civic organisation, provided that such service does not materially
interfere with the performance of his duties hereunder.
3.3 Rules and Regulations
The Employee shall comply, while on the premises used by the Company, while
conducting his duties under this Agreement, or when otherwise applicable, with
all the rules and regulations of the Company from time to time in force which
are brought to his notice or of which he could reasonably be aware.
ARTICLE 4
COMPENSATION
During the term of this Agreement, and during any severance or notice
periods, the Employee shall receive the following compensation and fringe
benefits:
4.1 Base Salary
The Employee shall receive a base salary (his "Base Salary") at an annual
rate of not less than $135,000.00 USD paid bi-weekly in equal instalments. The
Employee's Base Salary rate shall be maintained at competitive market rates
and shall be subject to annual review of the Board of Directors of the Company
("Board" or "Board of Directors").
4.2 Incentive Compensation
Beginning with the Fiscal year 2002, the Employee shall be eligible to
receive additional compensation by way of a commission (the "Commission"),
calculated and subject to the conditions set out in Schedule "A". The terms of
the Commission Structure shall be reviewed by the Company, no less than
yearly.
4.3 Benefits
For the term of this Agreement, and during any severance or notice periods,
the Company agrees:
a) to provide to the Employee a car allowance of $1,060.00 USD per month,
b) to provide, under the ImagicTV (US), Inc. 401k Plan, a contribution
that matches your contribution up to a maximum of 6% of your base
salary.
4.4 Company Benefit Plans
The Employee shall also participate in a medical, dental, prescription,
life, short term and long term disability, accidental death and dismemberment
and travel plan to be approved by the Board of Directors, as it may be
modified from time to time in the Company's sole discretion. The Employee
agrees to accept a change in the administration of such plan as required by
the Company.
4.5 Vacation; Holidays
The Employee shall be entitled to 3 weeks of annual vacation time at such
times that do not unreasonably interfere with the Company's business. Such
vacation time shall not be carried into subsequent years, without prior
written consent of the President and CEO. The Employee shall be entitled to
all statutory holidays regularly observed by the Company.
4.6 Options
The Employee shall receive options to purchase 25,000 common shares of the
Company in accordance with the Corporation's Employee Stock Option Plan 2000,
a copy of which has been delivered to the Employee. Further entitlements will
be determined from time to time by the Board of Directors of the Corporation
and will be subject to the terms and condition of the specified plan.
ARTICLE 5
REIMBURSEMENT OF EXPENSES
During the term of the Agreement, the Company shall promptly reimburse the
Employee for all reasonable and necessary business expenses incurred by him in
promoting the business of the Company, upon receipt of itemised vouchers
therefor and in accordance with the policies and procedures of the Company as
in effect from time to time for its officers. In addition, the Company shall
promptly reimburse the Employee for his professional training and education as
well as membership fees required to maintain his good standing with relevant
professional associations.
ARTICLE 6
TERMINATION
6.1 Death or Disability
(a) Death
The Employee's employment by the Company shall terminate automatically upon
the death of the Employee, in which event the Company shall remain liable to
the Employee's estate/heirs/devises only for the then accrued but unpaid
compensation and benefits (including, for greater certainty, options granted
under Section 4.6 which have vested in accordance with their terms) vested at
the time of death, payable to the Employee under Article 4. All payments shall
be made to the Employee's estate, payable to the named beneficiary under the
terms of the plan, or otherwise in accordance with the Company's policies and
applicable plans the current version of which have been made available to the
Employee for his inspection and review.
(b) Disability
The Company may terminate the Employee's employment with the Company if the
Employee becomes unable to perform the duties to be performed by him hereunder
due to a physical, mental or other disability for a period of at least 6
consecutive months upon at least 60 days' prior written notice to the
Employee, in which event the Company shall remain liable to the Employee only
for the then accrued but unpaid compensation and benefits vested at the date
of termination payable to the Employee under Section 4 and all payments shall
be made to the Employee, his legal representative or otherwise in accordance
with the Company's policies and applicable plans, the current version of which
have been made available to the Employee for his inspection and review.
Notwithstanding the above, in such a case the Employee shall continue to be
eligible for short term and long-term disability benefits, subject to the
terms of such plans and continued availability subject to the carriers
acceptance of the claim.
6.2 Termination by the Company
(a) Termination for Cause
The Company may at any time terminate the Employee's employment for just
cause, the notice of which shall specifically set forth the nature of the
breach that is the reason for such termination. For purposes of this
Agreement, "just cause" shall include the following: (i) dishonesty or fraud;
(ii) conviction of a felony or an indictable offence; and (iii) gross
negligent performance of duties as set out herein which remain
unsatisfactorily remedied, notwithstanding a previous written notice given to
the Employee, or (iv) an act of material insubordination or against the best
interest of the Company in a manner that has or could have a material impact
on the financial condition of the Company.
Upon termination under this Section 6.2(a), the Employee shall be entitled
to no further compensation or benefits whatsoever except for Base Salary due
and payable for services performed and benefits vested pursuant to Section 4
before such termination under the policies of the Company as in effect at that
time.
No prior notice will be required for termination with cause.
(b) Termination without Cause
The Board of Directors of the Company may terminate the Employee's
employment without cause at any time. In such event, the Employee shall be
entitled to monthly severance payments equal to one-twelfth of the Base Salary
for one year plus coverage for any benefits and Commission to which the
Employee may be entitled pursuant to Article 4, determined in accordance with
Section 6.6.
6.3 Termination by the Employee
If the Employee terminates his employment with the Company following a
substantial breach (as defined below), the Employee shall be entitled to the
severance payment and benefits as provided in Section 6.2(b). As used in this
Section, "substantial breach" shall mean either (i) the Employee's demotion,
without his consent to a position or duties materially inconsistent with or
inferior to those specified in Section 3; or (ii) the failure by the Company
to provide compensation and other vested benefits to the Employee in
accordance with Section 4, and the failure of the Company to correct such
breach within thirty days after written notice from the Employee of its
occurrence.
6.4 Change of Control
The Company may terminate the Employee's employment in the event of a
change of control of the Company. Such action may constitute termination
without cause. The Employee shall also have the right to terminate his
employment in the event of a change of control, but shall not in such event be
entitled to severance pay except for the Base Salary and Commission in
accordance with sections 4.1 and 4.2 respectively and the Options under
section 6.7.
For purposes of Article 6, change in control shall mean the acquisition by
a person of 51% or more of the issued and outstanding voting shares of the
Company.
6.5 Resignation
On any termination, the Employee will tender his resignation as an officer
of the Company and any subsidiaries if requested by the Company.
6.6 Commission and Options on Termination
(a) Commission on Termination
The amount of the Commission to which the Employee shall be entitled
pursuant to Section 4.2 for the portion of the period specified therein up to
the time of termination of the Employee's employment, shall be equal to the
pro-rated portion of the Employee's earned Commission in such fiscal year,
except that in the event the employment is terminated for cause, the Employee
shall not be entitled to any Commission.
(b) Options on Termination
In the event of termination of the Employee's employment:
(i) because of death, disability or any other reason except (a) termination
with or without cause or (b) as a result of a change of control, the
Employee or his estate, as the case may be, shall have 60 days from
termination to exercise those options which are already vested in
accordance with the vesting schedule set out in the applicable option
agreement (the "Vested Options"), after which all options will lapse;
(ii) by the Company without cause, the Employee shall be entitled, during
the 60 days following termination, to exercise the Vested Options and those
unvested options held by the Employee which otherwise would have vested in
the 12 month period following termination, whether or not such options have
otherwise vested, after which all options will lapse; or,
(iii) by the Company with cause, the Employee shall have no right to
exercise any options, whether vested or not, except for those vested
options for which a Notice of Exercise was received by the Company prior to
the notice of termination.
6.7 Options on Change of Control
In the event of a change of control of the Company, the Employee shall be
entitled, during the 90 days following change for control to exercise the
Vested Options and all other options held by the Employee at such time,
whether or not such options have otherwise vested, after which time all
options will lapse.
ARTICLE 7
RESTRICTIVE COVENANTS
7.1 Non-Disclosure
The Employee recognises that the Company and its affiliates and
subsidiaries are engaged in a continuous program of software research and
development and the marketing of software products and related services. The
Employee also recognises the importance of protecting the trade secrets,
confidential information, partner and customer relationships of the Company
and other proprietary information and related rights acquired through the
expenditure of time, effort and money by the Company. In
consideration of the foregoing and the salary and benefits contemplated by
this Agreement, the Employee shall comply with the Proprietary Rights
Protection Provisions set out as Schedule "B" to this Agreement.
7.2 Non-Competition
The Employee recognises that, in light of his position with the Company
under this Agreement, his employment with or investment in an enterprise in
the business of designing, manufacturing, marketing, selling and/or servicing
equipment or products, including hardware, software and firmware, that
competes with currently offered equipment or products of the Company, those
under development, or those contemplated in any business plan duly approved by
the Company, being the development, delivery and sale of software for digital
interactive television services over a broadband network (the "Business"),
would cause irreparable harm to the Company; therefore, the Employee agrees
that during the period of his employment hereunder and for 12 months
thereafter;
(a) neither he nor any spouse, including a common law spouse, will be
interested, directly or indirectly, as an investor in any other
business or enterprise substantially similar to the Business (except as
an investor in securities listed on a national securities exchange or
actively traded over the counter so long as such investments are in
amounts not significant as compared to his total investments or to the
aggregate of the outstanding securities of the issuer of the same class
of issue) in Canada, the United States, Europe and other markets in
which the Company conducts a material amount of Business from time to
time in the future;
(b) he will not, directly or indirectly, for his own account or as the
Employee, officer, director, partner, consultant, shareholder, joint
venturer or in any other manner whatsoever, engage within Canada, the
United States, Europe and other markets in which the Company conducts
its Business from time to time during the aforementioned limitation
period under this clause 7.2, in any business or enterprise materially
similar to the Business; and
(c) he will not directly or indirectly solicit, interfere with or endeavour
to direct or entice away from the Company any customer, client or any
person, firm or corporation in the habit of dealing with the Company or
interfere with, entice away or otherwise attempt to obtain the
withdrawal of or hire any employee of the Company.
7.3 Equitable Relief
The Employee confirms that all restrictions in Article 7 are reasonable and
valid and all defences to the strict enforcement thereof by the Company are
waived by the Employee. The Employee expressly acknowledges that his covenants
and agreements in this Article 7 are fundamental to the Company and his
engagement by the Company and damages alone will be an inadequate remedy for
any breach or violation of any of the provisions of this Article 7, and that
the Company, in addition to all other remedies, shall be entitled as a matter
of right to equitable relief, including injunctions and specific performance,
in any court of competent jurisdiction.
ARTICLE 8
INSURANCE
The Employee acknowledges that the Company shall have the right to take out
insurance on the life of the Employee and designate the Company as beneficiary
and agrees for such purposes to submit to all required medical examinations,
at the Company's expense.
Notwithstanding the right of the Company to take out insurance on the life
of the Employee, all of the Employee's medical records shall be confidential
to the Employee and the insurance company and the Company shall have no right
of access thereto.
ARTICLE 9
MISCELLANEOUS
9.1 Notices
Any notice or other communication required or permitted hereunder shall be
in writing and shall be deemed to have been given on the date of delivery if
delivered personally or by overnight courier, or three days after mailing if
mailed by first class certified mail, postage prepaid and return receipt
requested, addressed as follows, providing the postal services are working
normally:
to the Company:ImagicTV Inc.
One Brunswick Square
14th Floor, P.O. Box 303
Saint John, New Brunswick
E2L 3Y2
Attention: President and CEO
to the Employee:Norm Bier, Vice President of Sales--Americas
660 Hope Road
Cumming, Georgia
USA
30041
or to such address (or to such other person's attention) as either party may
specify in a notice to the other given in accordance with this Section.
9.2 Assignment
This Agreement shall be binding upon and shall inure to the benefit of the
respective heirs, executors, administrators, successors, and assigns of the
parties, provided however that the Employee may not assign any obligations
hereunder without the prior written consent of the Company. The Company may
assign its rights and obligations hereunder only to an affiliate or successor
without the consent of the Employee, provided such assignment is not to an
unfriendly or hostile successor or will not materially affect the Employee's
rights or obligations hereunder.
9.3 Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of the Province of New Brunswick, Canada applicable to contracts entered
into and performed within the Province of New Brunswick, Canada.
9.4 Cumulation of Benefits
Any payment made by the Company to the Employee in accordance with the
present agreement shall be added to any amount owing to the Employee or that
may be paid to him under any pension plan, annuity, insurance or any other
employment benefit plan.
9.5 Best Efforts
The Company will use its best efforts to take such corporate action as is
necessary or appropriate with respect to this Agreement, particularly as it
relates to the plans of the Company.
9.6 Dollar Amounts
All dollar amounts hereunder are in CDN dollars unless otherwise
specifically stated.
9.7 Entire Agreement
This Agreement (including any Schedules) constitutes the entire agreement
of the parties with respect to the subject matter hereof and supersedes any
and all prior oral or written negotiations, correspondence, understandings,
and agreements.
9.8 Severability
The provisions of this Agreement shall be deemed severable. If any
provision of this Agreement shall be held unenforceable by any court of
competent jurisdiction, the remaining provisions shall remain in full force
and effect.
9.9 Modifications
All modifications to the Agreement must be made in writing and signed by
both parties.
9.10 Counterparts
The Agreement may be signed in two counterparts (delivered by facsimile
transmission or otherwise), each of which shall be deemed an original and both
of which shall together constitute the same instrument.
9.11 Legal Advice
The Employee acknowledges having had the opportunity to seek independent
legal advice in connection with the negotiation and execution of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
ImagicTV Inc.
by: _________________________________
President and CEO
SIGNED, SEALED AND DELIVERED
in the presence of:
- ------------------------------------- -------------------------------------
Witness Norm Bier
Vice President of Sales - Americas
SCHEDULE "A"
Terms of Commission Structure
i) Operate within the agreed upon budget for fiscal year as approved by the
Board of Directors.
ii) The Commission Structure will be reviewed by the Company from time to
time but no less than once a year.
iii) The President and CEO of the Company has the authority to amend the terms
and conditions of the Commission Structure.
iv) The Americas regions defined as North and South America (NSA).
v) All commissions are payable only while an employee with the Company. If
the Employee's position ends, the Employee will not be entitled to any
future commissions.
Commission Payment Schedule:
Commission will be paid on actual North and South America region quarterly
revenues according to the following rate schedule:
1. 2% if actual quarterly revenues meet Board approved quarterly targets.
2. 1% if actual quarterly revenues are less than quarterly targets.
3. Commissions will be paid quarterly in the month following the end of the
quarter.
4. If a customer's fee remains unpaid 60 days from its due date, any
previously paid commissions on these fees will be deducted from any future
commissions payable the Employee until such time as payment is received.
5. If payment of a customer's fee is received more than 90 days from its due
date, the fee will be commissionable at 50% of the normal commission rate.
6. If payment terms are negotiated to extend beyond 90 days from the date of
the contract, commissions will be paid on the date payments are received.
Revenue Recognition Policies:
For the purpose of this Agreement, "Revenues" shall mean all revenue
recognized from software license, maintenance and professional services fees
generated by the Employee in the NSA region.
The Company's revenue recognition policies are generally as follow:
i) Up front software fees are recognized when a contract with a customer has
been executed, delivery and acceptance of the software have occurred, the
license fees are fixed and determinable and collection of the related
receivable is deemed probable.
ii) Maintenance fees are recognized ratably over the terms of the agreements,
which are typically 12 months.
iii) Professional services are recognized when the services are performed.
SCHEDULE "B"
Proprietary Rights Protection Provisions
1. Definitions: For the purposes of this Schedule:
(a) "Company" means ImagicTV Inc., its parent corporation, ImagicTV Inc. and
its affiliated and associated corporations and subsidiaries;
(b) "Confidential Information" includes any of the following: a) any and all
versions of the software and related documentation owned or marketed or
developed by the Company, including all related algorithms, concepts,
data, designs, flowcharts, ideas, programming techniques, specifications
and source code listings; b) all developments (as defined below); c)
information regarding the Company's business operations, methods and
practices, including marketing strategies, product pricing, margins and
hourly rates for staff, and information regarding the financial affairs of
the Company; d) the names of the Company's clients and the names of the
Company's business partners and suppliers of computer services and
software to the Company, and the nature of the Company's relationships
with these clients, partners and suppliers; e) technical and business
information of or regarding the clients of the Company obtained in order
for the Company to provide such clients with software products and
services, including information regarding the requirements and the
business operations, methods and practices and products and plans of such
clients; and f) any other trade secret or confidential or proprietary
information in the possession or control of the Company; but Confidential
Information does not include information which is or becomes generally
available to the public without the Employee's fault or which the Employee
can establish, through written records, was in his possession prior to its
disclosure to the Employee as a result of his work for the Company; and
(c) "Developments" include all a) software, documentation, data, designs,
reports, flowcharts, training materials, trade-marks, specifications and
source code listings, and any related works, including any enhancements,
modifications, or additions to the software products owned, marketed or
used by the Company; and b) inventions, devices, discoveries, concepts,
ideas, algorithms, formulae, know-how, processes, techniques, systems and
improvements, whether patentable or not; developed, created, generated or
reduced to practice by the Employee, alone or jointly with others, during
his engagement with the Company or which result from tasks assigned to the
Employee by the Company or which result from the use of the premises or
property (including without limitation equipment, supplies or Confidential
Information) owned, leased or licensed by the Company.
2. Non-Disclosure of Confidential Information: At all times during and
subsequent to the termination of his engagement with the Company, the Employee
shall keep in strictest confidence and trust the Confidential Information, the
Employee shall take all necessary precautions against unauthorised disclosure
of the Confidential Information, and the Employee shall not directly or
indirectly disclose, allow access to, transmit or transfer the Confidential
Information to a third party, nor shall the Employee copy or reproduce the
Confidential Information except as may be reasonably required for the Employee
to fulfil his consulting or other obligations to the Company from time to
time.
3. Restricted Use of Confidential Information:
(a) At all times during and subsequent to the termination of his engagement
with the Company, the Employee shall not use the Confidential Information
in any manner except as reasonably required for the Employee to fulfil his
consulting or other obligations to the Company from time to time.
(b) Without limiting his obligations under subsection 3(a) of this Schedule,
the Employee agrees that at all times during and subsequent to the
termination of his engagement with the Company, the Employee shall not use
or take advantage of the Confidential Information for creating,
maintaining or marketing, or aiding in the creation, maintenance or
marketing, of any software or services which are competitive with any
software, hardware, documentation or services developed, owned or marketed
by the Company or for providing any products and services competitive with
the products and services provided by the Company.
(c) Upon the request of the Company, and in any event upon the termination of
his engagement with the Company, the Employee shall immediately return to
the Company all materials, including all copies in whatever form,
containing the Confidential Information which are in his possession or
under his control and destroy any electronic copies of Confidential
Information which may be in his possession or control.
4. Ownership of Confidential Information:
(a) The Employee acknowledges and agrees that he shall not acquire any right,
title or interest in or to the Confidential Information.
(b) The Employee agrees to make full disclosure to the Company of each
Development promptly after its creation. The Employee hereby assigns and
transfers to the Company, and agrees that the Company shall be the
exclusive owner of, all of his right, title and interest to each
Development throughout the world, including all trade secrets, patent
rights, copyrights and all other intellectual property rights therein. The
Employee further agrees to cooperate fully at all times during and
subsequent to his engagement with respect to signing further documents and
doing such acts and other things reasonably requested by the Company to
confirm such transfer of ownership of rights, including intellectual
property rights, effective at or after the time the Development is created
and to obtain patents or copyrights or the like covering the Developments.
The Employee agrees that the obligations in this clause (b) shall continue
beyond the termination of his engagement with the Company with respect to
Developments created during his engagement with the Company. In the event
that the Employee refuses or neglects to so execute any assignments,
transfers, consents, or other documents as required herein, the Employee
hereby irrevocably appoints the Chairman of the Board of Directors of the
Company as his true and lawful attorney to execute any such documentation.
(c) The Employee acknowledges the validity of any patents, industrial designs,
copyrights, software, algorithms, trademarks and other intellectual
property rights related to the Confidential Information, which may now or
in the future be owned by the Company. The Employee undertakes not to
contest or to procure or induce others to contest the validity of the
title of the Company to any patents, industrial designs, copyrights,
trademarks and other intellectual property rights related to the
Confidential Information, which may now or in the future be owned by the
Company. The Employee undertakes not to contest or to procure or induce
others to contest the confidential nature of the Confidential Information.
The Employee undertakes not to infringe or to procure or induce others to
infringe any patents, industrial designs, copyrights, trademarks or other
intellectual property rights
related to the Confidential Information, which may now or in the future be
owned by the Company, or to engage in any activity which might undermine
the validity or strength thereof.
(d) The Employee agrees that if his work involves any photographic, visual or
audio recording of him, the Employee hereby grants to the Company the
royalty-free right to record his likeness and/or voice and/or performance
on film, tape or other medium, to edit, alter or modify in any way such
film, tape or other medium, to use any portion thereof in a CD-based
product, in an on-line format or in any other media (now or hereafter
known) including video and television, throughout the world in perpetuity
and to use his name, likeness and voice in relevant publicity. The
Employee hereby releases the Company and anyone using such film, tape or
other material from any and all claims, damages, liabilities, costs and
expenses which the Employee has now or may hereafter have by reason of any
use thereof.
(e) The Employee agrees that the Company, its assignees and their licensees
are not required to designate the Employee as the author of any
Developments. The Employee hereby waives in whole all moral rights which
the Employee may have in the Developments, including the right to the
integrity of the Developments, the right to be associated with the
Developments, the right to restrain or claim damages for any distortion,
mutilation or other modification of the Developments, and the right to
restrain use or reproduction of the Developments in any context and in
connection with any product, service, cause or institution.
5. No Conflicting Obligations:
(a) The Employee acknowledges and represents to the Company that his
performance of his obligations hereunder and as an Employee of the Company
shall not breach any agreement or other obligation to keep confidential
the proprietary information of any prior employer of the Employee or any
other third party. The Employee further acknowledges and represents that
the Employee is not bound by any agreement or obligation with any third
party, which conflicts with any of his obligations under this Agreement.
(b) The Employee represents and agrees that he will not bring to the Company,
and shall not use in the fulfilment of his obligations for the Company,
any Employee's Inventions (as defined below), any trade secrets,
confidential information and other proprietary information of any prior
employer of the Employee or any other third party. "Employee's Inventions"
as used herein shall mean any work or invention created by the Employee
alone or jointly with others, prior to, or outside of, his engagement by
the Company. To the extent that any Employee's Inventions are incorporated
into the Confidential Information of the Company by the Employee, Employee
hereby grants to the Company a perpetual, irrevocable, world-wide,
royalty-free licence to use such Employee's Inventions for any and all
purposes in the Company's discretion. The Employee represents and agrees
that in his work creating Developments the Employee will not knowingly
infringe the intellectual property rights, including copyright, of any
third party.
(c) The Employee acknowledges and agrees that, in the event that the Employee
should become aware of any potentially conflicting obligation, immediate
notice shall be given to the Corporation of the existence and to the
extent known nature of such conflict. The Employee also agrees that no
further action will be taken until the written consent of the Company to
proceed has been obtained.