Employment Agreement (Current Employee)
EMPLOYMENT AGREEMENT
(Current Employee)
This Employment Agreement (“Agreement”) is effective as of December 26, 2024 at Columbus, Ohio, between AhelioTech Services, Ltd., an Ohio limited liability company, located at 1000 East Main Street, Columbus, Ohio 43205 (the “Employer”) and (the “Employee”), also individually referred to as a “Party” or collectively as the “Parties”.
RECITALS:
NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises and covenants herein contained, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
Unless Employee has obtained Employer’s prior written consent, Employee shall not render Services during the Term to anyone other than Employer, except as an Employee of Employer, and all income created from the application of Employee’s knowledge relating to the Business shall be deemed to be income to Employer and shall become an Employer asset. Employee hereby assigns and transfers to Employer all fees and other income of any nature received from any source on account of Services generated before or during the Term.
The expenditure of reasonable amounts of time for personal or outside business, charitable, voluntary and non-income producing activities shall not be deemed a breach of this Agreement, provided such activities do not materially interfere with the Services required to be rendered by Employee hereunder. The making of personal investments and the conduct of private business affairs shall not be prohibited hereunder.
3.1 Additional Obligations. During the Term, Employee shall: (a) render appropriate Services for all the customers of the Business without discrimination as to race, sex, religion, handicap, national origin, age, pay or class, or ability to pay; (b) keep and maintain appropriate records relating to all Services rendered by Employee pursuant to this Agreement and shall comply with all policies, standards, and procedures of Employer that may, from time to time, be reasonably promulgated by Employer; and (c) refrain from rendering Services to anyone or any entity, except on behalf of Employer, whether in the capacity as an employee, shareholder, member, officer, director, owner, partner, consultant, or in any other manner or capacity whatsoever.
3.2 Records. If required by Employer, Employee shall prepare in a timely and complete manner reports of all Services performed by Employee for Employer, in accordance with the standards and policies of Employer. Employee shall prepare and file any additional or supplementary reports as Employer may reasonably request. All administrative records prepared in furtherance of any responsibilities of this Agreement are the property of Employer. The original and/or reproduced records of Employer may not be removed from the offices of Employer for any reason without prior approval of Employer.
4.1 Base Compensation. Employee will be paid a salary as compensation, which may be adjusted periodically by the Board of Directors in their sole and absolute discretion. Employer shall pay such compensation to Employee in periodic installments pursuant to Employer’s standard procedure, which currently has fifty-two (52) pay periods per year. All payments hereunder are subject to taxes and other applicable payroll withholding.
4.2 Bonus. In addition to the annual salary set forth in section 4.1, Employee may be paid a bonus, if approved by Employer through its Board of Directors.
5.1 Retirement Benefits. Upon meeting the applicable eligibility requirements, Employee shall be entitled to participate in Employer’s retirement programs, if any, on the same basis as other employees.
5.2 Disability Benefits. Upon meeting the applicable eligibility requirements, Employee shall be entitled to Employer’s disability benefits, if any, on the same basis as other employees.
5.3 Insurance Benefits. Upon meeting all applicable eligibility requirements, Employee shall be entitled to insurance benefits, if any, on the same basis as other employees of Employer.
5.4 Time Off. Upon meeting all applicable eligibility requirements, Employee shall be entitled to time off, if any, on the same basis as other employees of Employer. Employer shall keep a record reflecting the date and amount of time Employee is away from the office, which Employee shall be able to review upon request. The Parties agree to schedule time off in advance and after consulting with the other employees to be certain that Employer maintains adequate staffing for the Business at all times.
5.5 Business Related Expenses. The Board of Directors of Employer shall, from time to time, determine the nature and extent of any reimbursement to Employee for Business related expenses.
5.6 Advertising and Notices. Employer shall approve all advertising and notices of Employee, if any.
5.7 Office Equipment. Employer shall furnish Employee with office equipment, such as a desk, telephone, computer, etc., as office space allows and deemed necessary by Employer.
5.8 Paid Holidays. In addition to the time off permitted under section 5.4, Employee will be permitted to take paid time off for the following holidays: New Year’s Day; Memorial Day; Independence Day; Labor Day; Thanksgiving Day; and Christmas Day. In addition, Employer may announce one or more additional holidays (“floating holidays”) that will be permitted during each calendar year, and Employer will announce to all employees the dates during the year that such floating holidays will be granted.
6.1 By Employer. Employer may terminate the employment relationship, in Employer’s sole discretion, with or without cause, by notifying Employee of Employer’s intent to so terminate it.
6.2 By Employee. Employee may terminate the employment relationship by delivering at least two (2) weeks of advance written notice to Employer of Employee’s intent to so terminate it.
7.1 Covenant not to Compete. During the Term, and for one (1) year following the date of any termination of Employee’s employment, Employee shall not, directly or indirectly:
(a) solicit any of Employer’s customers except on Employer’s behalf, or direct any current or prospective customer to any one other than Employer for the services or products which Employer provides.
(b) request any current or former customer of Employer to curtail, divert, or cancel business with Employer.
(c) attempt to influence any employee or independent contractor of Employer to terminate such business relationship.
(d) otherwise interfere with any contractual, employment, customer, or any other business relationship of Employer.
Employer and Employee agree that Employer will suffer damages and financial loss in the event of breach by Employee of the terms and conditions of this Section 7. In the event of Employee’s actual or threatened breach of any provision of this Section 7, Employer shall be entitled to an injunction restraining Employee therefrom, and nothing in this Section 7 shall be construed as prohibiting Employer from pursuing other available remedies, at law or equity, for such breach or threatened breach, including the recovery of damages from Employee. Employee specifically consents to and allows Employer to pursue any other legal or equitable remedy available to Employer.
7.2 Confidentiality Obligations. The following provisions regarding Confidential Information shall govern the relationship between the Parties. Employee’s obligations under paragraph 7.2.2 (“Nondisclosure and Nonuse Obligations”) with respect to Confidential Information it has previously received shall also be subject to the terms and conditions hereof. All obligations of this Section 7.2 will continue in perpetuity, unless terminated pursuant to paragraph 7.2.3 (“Exclusions from Nondisclosure and Nonuse Obligations”).
7.2.1. Definition of Confidential Information. “Confidential Information” as used in this Agreement shall mean any and all technical and non-technical information, including but not limited to, patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of Employer, and includes, without limitation, its respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising, and marketing plans and information. “Confidential Information” also includes proprietary or confidential information of any third Party (including, but not limited to, all subsidiaries and affiliates of Employer) or customer who may disclose such information to either Party in the course of Employer’s Business.
7.2.2. Nondisclosure and Nonuse Obligation. Employee agrees that it will not make use of, disseminate, or in any way disclose Confidential Information to any person, firm or business, except: (i) to the extent necessary for negotiations, discussions, and consultations with personnel or authorized representatives of Employer; (ii) to any employees or other independent contractors working for Employer, and only to the extent necessary for performance of Services pursuant to this Agreement; (iii) any purpose Employer may hereafter authorize in writing. Employee will immediately give notice to Employer of any unauthorized use or disclosure of the Confidential Information. Employee agrees to assist Employer in remedying any such unauthorized use or disclosure of the Confidential Information, if it occurs.
7.2.3. Exclusions from Nondisclosure and Nonuse Obligations. Employee’s obligations under paragraph 7.2.2 (“Nondisclosure and Nonuse Obligations”) with respect to any Confidential Information shall terminate when Employee can document that: (i) it was in the public domain at or subsequent to the time it was communicated to Employee by Employer through no fault of Employee; (ii) it was rightfully in Employee’s possession free of any obligation of confidence at or subsequent to the time it was communicated to Employee by Employer; (iii) it was developed by Employee independently of and without reference to any information communicated to Employee by Employer; or (iv) it was communicated by Employer to an unaffiliated third Party free of any obligation of confidence.
7.2.4. Legal Proceedings. If Employee is requested or become legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar process) or is required by a regulatory body to make any disclosure that is prohibited or otherwise constrained by this Agreement, Employee will provide Employer with prompt notice of such request, so Employer may seeks an appropriate protective order or other remedy. Subject to the foregoing, Employee may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of its counsel, Employee is legally compelled or is otherwise required to disclose or else stand liable for contempt or suffer other material censure or material penalty; provided, however, that Employee must use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information so disclosed.
7.2.5. Ownership of Confidential Information and Other Materials. Unless otherwise agreed by Employer in a signed written document, all Confidential Information, and any Derivatives thereof, whether created by Employer or Employee, remain the property of Employer, and no license or other rights to Confidential Information is granted or implied hereby. For purposes of this Agreement, “Derivatives” shall mean: (i) for copyrightable or copyrighted material, any translation, abridgement, revision, or other form in which an existing work may be recast, transformed or adapted; (ii) for patentable or patented material, any improvement thereon; and (iii) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected by copyright, patent, and/or trade secret. All such materials (including without limitation, documents, drawing, models, apparatus, sketches, designs, and lists) shall remain the property of Employer and shall be returned promptly, upon its request, together with any copies thereof, whether hard copy, digital, electronic, or otherwise.
7.2.6. Return of Confidential Information. Upon Employee’s separation from employment for any reason: (i) Employee will promptly deliver to Employer all documents or other materials furnished by Employer (or any Employer representative to Employee or Employee’s representatives) constituting Confidential Information, together with all copies (whether hard copy, digital, electronic, or otherwise) and summaries thereof in the possession or under the control of Employee; or (ii) alternatively, if Employer requests or gives prior written consent to Employee’s request, Employee will destroy all documents or other matters constituting Confidential Information in the possession or under the control of Employee. Any such destruction pursuant to the foregoing must be confirmed by Employee in writing to Employer (such confirmation must include a list of the destroyed materials).
7.2.7. Disclosure of Third Party Information. Neither Party shall communicate any information to the other in violation of the proprietary rights of any third Party.
IN WITNESS WHEREOF, Employer and Employee have executed this Agreement to be effective as of the date set forth at the top of this Agreement.
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