EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) dated this 23rd day of March, 2021 between CID Software, Inc., a Delaware corporation (the “Employer”), and John E. Young, a resident of Indiana (the “Employee”).

RECITALS:

  1. Employee presently lives in Indianapolis, Indiana, and has worked in the software industry for the last 4 years with extensive travel to India and the Middle East.
  2. Employer is a wholesale distributor of computer software headquartered in Indianapolis, Indiana, and licensed to do business in every state and with numerous locations globally
  3. Employer desires to hire Employee to perform Services (as defined below) and Employee desires to perform Services for Employer, subject to the terms of this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

Commencement Date and Term

  1. The Employee will commence employment with the Employer on the 1st day of May, 2021 (the “Commencement Date”).

Job Title and Description

  1. The initial job title of the Employee will be the following: Vice President Sales and Senior Account Executive. The initial job duties the Employee will be expected to perform will be the following:
  2. Employee is to promote to the distributors the sale of software. Sales are to take place in his territory. As an account executive, Young’s duties are to be those that are usual and customary for account executives in the same industry. Employee reports to the regional managers for Southeast Asia and Australia.
  3. The Employee agrees to be employed on the terms and conditions set out in this Agreement. The Employee agrees to be subject to the general supervision of and act pursuant to the orders, advice and direction of the Employer.
  4. The Employee will perform any and all duties as requested by the Employer that are reasonable and that are customarily performed by a person holding a similar position in the industry or business of the Employer.
  5. The Employer may make changes to the job title or duties of the Employee where the changes would be considered reasonable for a similar position in the industry or business of the Employer. The Employee’s job title or duties may be changed by agreement and with the approval of both the Employee and the Employer or after a notice period required under law.
  6. The Employee agrees to abide by the Employer’s rules, regulations, policies and practices, including those concerning work schedules, vacation and sick leave, as they may from time to time be adopted or modified.

Employee Compensation

  1. Compensation paid to the Employee for the services rendered by the Employee shall be paid monthly (the “Compensation”) and will consist of a salary of $50,000.00 (dollars) per year .
  2. Employee shall receive a commission of 10% of collected gross revenue for sales of computer software directly attributed to him.
  3. Commission payments will be made on the first business day of the month based on accounting computed on the first day of the previous month that reflects the collected revenues for the calendar month preceding the accounting. For purposes of calculating commission payments, revenues will be based on the current and fair rate of exchange for currency of the countries where the revenues were generated. There is going to be a review of Employee’s commission payment percentage six month after beginning his employment. The regional managers for Southeast Asia and Australia will give all reviews. Reviews are to be made every six months until the agreement is terminated.
  4. This Compensation will be payable once per month while this Agreement is in force. The Employer is entitled to deduct from the Employee’s Compensation, or from any other compensation in whatever form, any applicable deductions and remittances as required by law.
  5. The Employee understands and agrees that any additional remuneration paid to the Employee in the form of bonuses or other similar incentive remuneration will rest in the sole discretion of the Employer and that the Employee will not earn or accrue any right to incentive remuneration by reason of the Employee’s employment.
  6. The Employer will reimburse the Employee for all reasonable expenses, in accordance with the Employer’s lawful policies as in effect from time to time, including but not limited to, any travel and entertainment expenses incurred by the Employee in connection with the business of the Employer. Expenses will be paid within a reasonable time after submission of acceptable supporting documentation.

Place of Work

  1. The Employee’s sales territory shall be in Singapore, Thailand, Philippines, Indonesia and Australia.
  2. The Employee will also be required to work out of the Southeast Asian home office in Singapore.
  3. The Employer will inform the Employee in advance of the Employee being required to work at other locations.

Time of Work

  1. However, the Employee will, on receiving reasonable notice from the Employer, work additional hours and/or hours outside of the Employee’s Normal Hours of Work as deemed necessary by the Employer to meet the business needs of the Employer.

Employee Benefits

  1. Employee shall have an exclusive right to sell software in his territory. during the first year of employment. He will keep this right for a second year, but only if he has sales in the first year amounting to more than 1 Million U.S. Dollars. If his sales in the second year are over 1.5 Million U.S. Dollars, Employee gets to keep this exclusive right through the third year.
  2. Employee’s housing will be paid by the company up to 1,500 Dollars. Employee will pay to furnish his residence, for the utilities in his residence and the taxes for his residence.
  3. Employee can participate in the employee benefits outlined in this clause. Employee’s participation will be in accordance with the plan documents set by the company and in effect from time to time: medical and dental plans, disability benefit insurance plans, a 401(k) savings and investment plan, personal pension account plan, an employee stock purchase plan, term life insurance, business travel accident insurance, whole life insurance, long term care insurance, accidental death and dismemberment insurance, a group legal services plan, group auto and personal property insurance, and any other plan offered by the company for which Employee is qualified to participate.
  4. Employer agrees to pay for Employee’s necessary and typical travel expenses, including costs for baggage, passport photos, passports, visas, vaccinations, physical exams, hotel accommodation, ground transportation to and from the airport to place of employment or housing, meals, gratuities, airplane tickets, and baggage transfers.
  5. All applicable United States taxes are to be paid by Employee. Any taxes in the countries where Young will be residing or doing business on behalf of the company will be paid by Employer.

Vacation

  1. The Employee will be entitled to 160 hours in addition to Singapore national holidays, Christmas and New Year vacation each year during the term of this Agreement, or paid vacation as entitled by law, whichever is greater:
  2. The times and dates for any vacation will be determined by mutual agreement between the Employer and the Employee.

Conflict of Interest

  1. Employer understands that Employee is presently employed by its main competitor, Simple Software, Inc. Employer wants Employee to assure that he is not prevented by his employment agreement with Simple Software, Inc., from working at the company and is not under any restriction of a non-competition clause in that contract with Simple Software, Inc., from marketing software for the company in the proposed sale territory.
  1. During the term of the Employee’s active employment with the Employer, the Employee will not, directly or indirectly, engage or participate in any other business activities that the Employer, in its reasonable discretion, determines to be in conflict with the best interests of the Employer without the written consent of the Employer.

Non-Competition

  1. The Employee agrees that during the Employee’s term of active employment with the Employer and for a period of three (3) years after the end of that term, the Employee will not, directly or indirectly, as employee, owner, sole proprietor, partner, director, member, consultant, agent, founder, co-venturer or otherwise, solely or jointly with others engage in any business that is in competition with the business of the Employer within any geographic area in or around geographical areas where he has been doing business., in which the Employer conducts its business, or give advice or lend credit, money or the Employee’s reputation to any natural person or business entity engaged in a competing business in any geographic area in which the Employer conducts its business.

Non-Solicitation

  1. The Employee understands and agrees that any attempt on the part of the Employee to induce other employees or contractors to leave the Employer’s employ, or any effort by the Employee to interfere with the Employer’s relationship with its other employees and contractors would be harmful and damaging to the Employer. The Employee agrees that during the Employee’s term of employment with the Employer and for a period of two (2) years after the end of that term, the Employee will not in any way, directly or indirectly:
  1. Induce or attempt to induce any employee or contractor of the Employer to quit employment or retainer with the Employer;
  2. Otherwise interfere with or disrupt the Employer’s relationship with its employees and contractors;
  3. Discuss employment opportunities or provide information about competitive employment to any of the Employer’s employees or contractors; or
  4. Solicit, entice, or hire away any employee or contractor of the Employer for the purpose of an employment opportunity that is in competition with the Employer.
  1. This non-solicitation obligation as described in this section will be limited to employees or contractors who were employees or contractors of the Employer during the period that the Employee was employed by the Employer.
  2. During the term of the Employee’s active employment with the Employer, and for two (2) years thereafter, the Employee will not divert or attempt to divert from the Employer any business the Employer had enjoyed, solicited, or attempted to solicit, from its customers, prior to termination or expiration, as the case may be, of the Employee’s employment with the Employer.

Confidential Information

  1. The Employee acknowledges that, in any position the Employee may hold, in and as a result of the Employee’s employment by the Employer, the Employee will, or may, be making use of, acquiring or adding to information which is confidential to the Employer (the “Confidential Information”) and the Confidential Information is the exclusive property of the Employer.
  2. The Confidential Information will include all data and information relating to the business and management of the Employer, including but not limited to, proprietary and trade secret technology and accounting records to which access is obtained by the Employee, including Work Product, Computer Software, Other Proprietary Data, Business Operations, Marketing and Development Operations, and Customer Information.
  3. The Confidential Information will also include any information that has been disclosed by a third party to the Employer and is governed by a non-disclosure agreement entered into between that third party and the Employer.
  4. The Confidential Information will not include information that:
  1. Is generally known in the industry of the Employer;
  2. Is now or subsequently becomes generally available to the public through no wrongful act of the Employee;
  3. Was rightfully in the possession of the Employee prior to the disclosure to the Employee by the Employer;
  4. Is independently created by the Employee without direct or indirect use of the Confidential Information; or
  5. The Employee rightfully obtains from a third party who has the right to transfer or disclose it.
  6. The Confidential Information will also not include anything developed or produced by the Employee during the Employee’s term of employment with the Employer, including but not limited to, any intellectual property, process, design, development, creation, research, invention, know-how, trade name, trade-mark or copyright that:
  1. Was developed without the use of equipment, supplies, facility or Confidential Information of the Employer;
  2. Was developed entirely on the Employee’s own time;
  3. Does not result from any work performed by the Employee for the Employer; and
  4. Does not relate to any actual or reasonably anticipated business opportunity of the Employer.

Duties and Obligations Concerning Confidential Information

  1. The Employee agrees that a material term of the Employee’s contract with the Employer is to keep all Confidential Information absolutely confidential and protect its release from the public. The Employee agrees not to divulge, reveal, report or use, for any purpose, any of the Confidential Information which the Employee has obtained or which was disclosed to the Employee by the Employer as a result of the Employee’s employment by the Employer. The Employee agrees that if there is any question as to such disclosure then the Employee will seek out senior management of the Employer prior to making any disclosure of the Employer’s information that may be covered by this Agreement.
  2. The Employee agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages, would cause irreparable injury to Employer, would gravely affect the effective and successful conduct of the Employer’s business and goodwill, and would be a material breach of this Agreement.
  3. The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Employee in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and will continue indefinitely from the date of such expiration or termination.
  4. The Employee may disclose any of the Confidential Information:
  1. To a third party where Employer has consented in writing to such disclosure; or
  2. To the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body after providing reasonable prior notice to the Employer.
  3. If the Employee loses or makes unauthorized disclosure of any of the Confidential Information, the Employee will immediately notify the Employer and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.

Ownership and Title to Confidential Information

  1. The Employee acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of the Employer. Accordingly, the Employee specifically agrees and acknowledges that the Employee will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trade-marks or trade names, notwithstanding the fact that the Employee may have created or contributed to the creation of the Confidential Information.
  2. The Employee waives any moral rights that the Employee may have with respect to the Confidential Information.
  3. The Employee agrees to immediately disclose to the Employer all Confidential Information developed in whole or in part by the Employee during the Employee’s term of employment with the Employer and to assign to the Employer any right, title or interest the Employee may have in the Confidential Information. The Employee agrees to execute any instruments and to do all other things reasonably requested by the Employer, both during and after the Employee’s employment with the Employer, in order to vest more fully in the Employer all ownership rights in those items transferred by the Employee to the Employer.

Return of Confidential Information

  1. The Employee agrees that, upon request of the Employer or upon termination or expiration, as the case may be, of this employment, the Employee will turn over to the Employer all Confidential Information belonging to the Employer, including but not limited to, all documents, plans, specifications, disks or other computer media, as well as any duplicates or backups made of that Confidential Information in whatever form or media, in the possession or control of the Employee that:
  1. May contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or
  2. Is connected with or derived from the Employee’s employment with the Employer.

Contract Binding Authority

  1. Notwithstanding any other term or condition expressed or implied in this Agreement to the contrary, the Employee will not have the authority to enter into any contracts or commitments for or on the behalf of the Employer without first obtaining the express written consent of the Employer.

Termination of Agreement

  1. The Employer may terminate this Agreement for cause arising out of any of the following actions by the Employee: any act of personal dishonesty or disloyalty to the company; violation of the company’s established policies; harassment, or other offensive behavior directed toward others; illegal conduct including a violation of international law or the laws of any country where the Employee is living, visiting, or doing business; the material breach of any obligation contained in the agreement, including failure to devote substantially all of his business time to the business of the company after the Employee has received notice of such material breach and has been given 30 days to cure the same.
  2. The Employee may terminate this Agreement for cause arising out of any actions by the Employer: failure to pay when due any amounts owing to the Employee under the contract or any material breach of any obligation contained under the contract by the Employer, in each case which is not corrected within 30 days after the Employee notifies the Employer of such failure or breach.

Severability

  1. The Employer and the Employee acknowledge that this Agreement is reasonable, valid and enforceable. However, if any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be changed in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

Notices

  1. Any notices to Employer shall be sent to the company’s regional manager at the Bangkok office (294/329- 43, New Petchburi Road, Yan Nawa, Bangkok 10121, Thailand) by fax or overnight carrier. 
  2. Any notices to Employee shall be sent to the company’s office in Singapore (711, Lorong 5 Toa Payoh, #03-04 Singapore 319455) by fax or overnight carrier. 
  3. Any notices, deliveries, requests, demands or other communications required here will be deemed to be effective when received by the recipient.

Modification of Agreement

  1. Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing signed by each party or an authorized representative of each party.

Additional Terms

  1. Before departure from the United States, Employee is required to submit to such drug tests, physical examinations, and vaccinations as may be required by the company. Employee is required to furnish, in duplicate, certificates of his drug tests, physical examination and the vaccinations from the examining physician. Employee agrees to receive at his own risk and at the expense of the company, and at the time and from the doctor or doctors designated by the company, such vaccinations, drug tests, and examinations as specified by the company. Everything has to check out to the satisfaction of the company in order for him to begin employment.
  2. If Employee is terminated for cause, Employer shall not pay any travel expenses or other expenses incurred by Employee after the date of termination. Any of Employee’s salary that is due and owing shall be paid by Employer. Employer shall pay Employee’s return transportation to the United States if the contract ends at the end of a term or if it is terminated without cause by Employer.
  3. Employer requires Employee to truthfully state that he received his Master’s in Business Administration (M.B.A.) from Indiana University in 2010. 

Governing Law

  1. This Agreement will be construed in accordance with and governed by the laws of the state of Indiana.

IN WITNESS WHEREOF, the parties have duly affixed their signatures under hand and seal on this 23rd day of March, 2021.

John E. Young 

Signature: ________________________________________

Date: 

Jane Crossland in her capacity as Senior Vice President of Executive Recruiting for CID Software, on behalf of CID Software.

Signature: ________________________________________

Date: 

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