EXHIBIT 10.19
Concentrax, Inc.
a Nevada Corporation
August 30, 2002
Edward Wadsworth
2400 August Place, Suite 425
Houston, Texas 77057
Dear Mr. Wadsworth:
It is with great pleasure that the Board of Directors of Concentrax, Inc. ("CTRX
or "the Company") now extends an offer to you to become formally employed by
CTRX under the following terms:
Function and Title: Lead Software Developer, reporting to the Board of
- ------------------- Directors of CTRX
Term and Starting Date: As of the date first written above for a period of
- ----------------------- three years, with three optional 1 year renewals.
Compensation: 1. A salary consisting of $7,000 per month (or $84,000 per
- ------------- annum) The Board of Directors, in its discretion, may
increase (but not reduce) your salary during the term
of employment.
Duties: AsLead Software Developer, you will have the duties and
- ------- responsibilities commensurate with the position oflead software
developer, and you will render services to the Company
as reasonably directed by the Board of Directors. In
the exercise of your powers asLead Software Developer,
you have all authority usually vested in alead software
developer.
Representation: You hereby represent and warrant to CTRX that you will make
- --------------- best efforts to fulfill your duty asLead Software Developer.
You further represent that you are free to accept
employment with CTRX without any contractual
restrictions, expressed or implied, with respect to any
of your prior employers.
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Compliance With
- --------------- You agree to comply fully with all policies
Policies and Procedures: and procedures in effect for employees, including
- ----------------------- but not limited to, all terms and conditions set forth in
the employee handbook (which we are presently
drafting), compliance manual(which we are also in the
process of drafting)and any other memoranda and
communications applicable to you pertaining to
policies, procedures, rules and regulations as may be
determined by the Board of Directors from time to time.
Termination/Resignation: If your employment is terminated or this Contract
- ------------------------ is not renewed by the Company without "cause" (as
defined below) or you choose to resign from your
employment with the Company with "good cause" (as
defined below) during the term of employment you will
receive any salary which has been earned but unpaid
prior to your termination or resignation (including any
deferred amounts). Under circumstances of your
resignation without good cause, you will hereby agree
to act as a consultant for up minimum of 180 days to
assist the Company in finding a suitable replacement
and to assist the Company it its transition period.
Additional Covenants: During the term of your employment, you agree that you
- ---------------------
will devote 100% of your professional time and your
full attention during normal business hours to the
business affairs of the Company.
You agree that any programs, documentation or other
copyrightable work that you create or work on during
your employment with the Company are works made "for
hire" for purposes of copyright laws. You agree that
any rights in those works are owned by the Company and
not by you.
Intellectual Property Transfer:
- ------------------------------- Any prior work that you have performed for
the Company, whether individually or through Pangea,
has been work-for-hire for the Company for which you
have been compensated (or will be compensated prior to
the commencement of your employment). From and after
the commencement date of your employment, any
contribution you make to development of intellectual
property rights and other rights, including registered
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and unregistered trademarks, service marks, copyrights
and patents, and including trade secrets, confidential
information business processes, URLs, web site
addresses, web site designs, and other similar rights
and property; and since you acquired in your own name
these rights and incidents of personal property for the
benefit of the business of the Company, you now
irrevocable transfer and assign, without reservation,
all of the foregoing rights and incidents of ownership,
and all other intangible and tangible rights or
property that is currently used by , or held for use
by, the Company to the Company. You agree that you will
take all such further actions as the Company may
request to further effectuate the intent of the
foregoing transfer and assignment of intellectual
property rights and other rights and property to the
Company.
Restrictive Covenants: In consideration of your employment and/or continued
- ---------------------- employment, you agree that beginning on the date that
you execute this agreement and continuing through 12
months after the last date of your employment, you will
not: (i) engage in any business (whether as an
employee, consultant, director, partner or shareholder)
that is in direct or indirect competition with any
active or planned business of the Company ("Competitive
Business"); (ii) directly or indirectly solicit or
induce, or cause others to solicit or induce, any
person who is employed by the Company or its
subsidiaries or affiliates to terminate his or her
employment with the Company; or (iii) directly or
indirectly solicit or do business with any client or
potential client of the Company in connection with a
Competitive Business. This restrictive covenant will
apply in full force and effect even in the event that
you resign without good cause or are terminated with
cause by the Company at any time from the date that you
execute this agreement through 12 months after the last
date of your employment.
You will not at any time (whether during or after your
employment with Company) disclose or use for your own
benefit or purposes or the benefit or purposes of any
other person, firm partnership, joint venture,
association, corporation or other business
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organization, entity or enterprise other than the
Company or its affiliates and related entities any
trade secrets or confidential information relating to
customers, development programs, costs, marketing,
trading, investment, sales activities, promotion,
credit and financial data, manufacturing processes,
financing methods, plans, or the business and affairs
of the Company generally, provided that the foregoing
shall not apply to information which is not unique to
the Company or which is generally known to the industry
or the public other than as a result of your breach of
this covenant.
You agree that upon termination of your employment with
the Company for any reason, you will return to the
Company immediately all memoranda, books, papers,
plans, information, letters and other data, and all
copies thereof or therefrom, in any way relating to the
business of the Company. You further agree that you
will not retain or use for your account at any time any
trade names, trademark or other proprietary business
designation used or owned in connection with the
business of the Company or its affiliates.
Benefits: Presently CTRX does not offer health insurance. Effective the
- ---------
first day that CTRX provides health insurance for any
of its employees, you may choose to be covered under
CTRX's health insurance plan, subject to its exclusions
and limitations. Further details of your benefits will
be discussed at the appropriate time.
Vacation: Three (3) weeks per annum (pro-rated for 2002, so one week remains
- --------- if this agreement is signed in the Month of September or earlier).
Governing Law: This agreement will be governed by and construed in
- -------------- accordance with the laws of the State of Nevada (the Company's
place of incorporation) without giving effect to
principles of conflicts of law, and will be enforceable
in the federal or state courts of Texas. Furthermore,
you and the Company agree to submit to the jurisdiction
of the federal or state courts of Texas for the
adjudication of any dispute hereunder or in connection
herewith.
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Modification: This agreement contains the entire understanding of the
- -------------
parties and may be modified only in a document signed
by the parties and referring explicitly hereto.
If you remain employed by CTRX after August 30, 2005, and we have not exercised
our option to renew your contract, your continued employment with CTRX will be
at will.
In compliance with the Immigration Reform and Control Act of 1986, each new
employee, as a condition of employment, must complete an Employment Verification
Form I-9 and present proof of identity and employment eligibility. Please bring
the necessary documentation to the office of the Company on the first business
day after you sign this letter.
If you accept this offer, please sign this letter in the space provided below
and return a copy to a representative of the Board of Directors of the Company
to indicate your acceptance. Additionally, upon your acceptance, the Board has
agreed in advance to elect you to the Board for a one year term. We look
forward to working with you.
Sincerely yours,
CONCENTRAX, INC.
/s/ Mark Gifford
By: _______________________________
Name: Mark Gifford
Title: President
AGREED AND ACCEPTED
As of the date first written above
/s/ Edward Wadsworth
________________________________
Edward Wadsworth
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