BarbaraO'Reilly, father’s name: Basil O'Reilly, mother’s name: Basil O'Reilly, date of birth: 1959-06-15, an individual residing at 32-34Sir John Rogerson's Quay, Dublin, D02, Greece, with ID nr. 234565432, Tax Identification Number 9876789876 and AMKA ??
hereinafter referred to as the “{DefT.Employee}”
Each a "Party" and collectively the "Parties." This Employment Agreement (the “Agreement”) is made and entered into as of 2019-01-28 (the “Effective Date”), by and between the following parties (each a “Party” and together the “Parties”):
Recitals WHEREAS, the Company desires to obtain the services of the Employee and the Employee desires to be employed by the Company, upon the terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the foregoing recitals and the terms, covenants, and conditions contained herein, the Company and the Employee agree as follows:
“Confidential Information” means information that the Company or any Company Affiliate regard and treat as confidential; is not known or accessible to competitors or other third persons not having a legitimate need to know; has value to the Company or any Company Affiliate due to the confidentiality thereof; and if disclosed, could result in substantial competitive or business disadvantage. Such information includes, without limitation:
Trade Secrets, any product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, current and planned manufacturing and distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), database technologies, systems, structures, architectures processes, improvements, devices, discoveries, concepts, methods, and information of the Company or any Company Affiliate;
all information concerning the business and affairs of the Company or any Company Affiliate (which includes financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, contractors, agents, suppliers and potential suppliers, personnel training and techniques and materials, and purchasing methods and techniques), however documented; and
notes, analysis, compilations, studies, summaries and other material prepared by or for the Company or Company Affiliate containing or based, in whole or in part, upon any information included in the foregoing; including not only information belonging to the Company which existed before the date of this Agreement, but also information developed by the Employee for the Company or its employees during the Employee’s employment and thereafter.
“Inventions” means discoveries, inventions, works of authorship, concepts, ideas, processes, methods, formulas, compositions, techniques, programs, software, designs, improvements and innovations or “know-how” related thereto (including all data and records pertaining thereto) related at the time of conception or reduction to practice to the business engaged in by the Company or any actual or anticipated research or development by the Company, whether or not patentable, copyrightable, registrable as a trademark, recorded in any medium or reduced to writing, that the Employee may discover, invent or originate during the Term, either alone or with others and whether or not during working hours or by the use of the facilities of the Company.
“Intellectual Property Rights” means intellectual property rights and any and all improvements thereof, namely any rights direct or indirect, exclusive or not exclusive, proprietary or contractual over creations of the mind and/or any rights (or/and rights of expectation) which are protected under industrial property law, including namely, indicatively, literary and other works, and symbols, software, source codes, websites, databases, domain names, utility models, images, and designs, inventions (patents), registered trademarks, registered designs, applications for any of the foregoing, rights of expectation on trademarks or patents, names (including trade and business names), unregistered trademarks, logos, know-how, trade secrets, copyrights (including copyright over software, hardware, processes or any other part of the business or products of the Company), rights in designs, rights under licenses and consents in relation to any such rights, rights of the same or similar effect or nature, together with all goodwill attaching or relating thereto, in any part of the world (whether or not capable of protection by registration.
“Moral Rights” means any rights to claim authorship of an Invention to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right.”
“Term” has the meaning defined in clause 3 hereof.
“Trade Secrets” means any scientific or technical data, information, design, process, procedure, formula, or improvement that is commercially available to the Company or a Company Affiliate and is not generally known in the industry; including not only information belonging to the Company which existed before the date of this Agreement, but also information developed by the Employee for the Company or its employees during the Employee’s employment and thereafter.
Construction
The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
Except where the context specifically requires otherwise, words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing legal entities and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof.
Employment
General The Company hereby agrees to employ the Employee, and the Employee hereby accepts such employment, upon the terms and conditions set forth herein.
Position The Employee will be employed and serve the Company as the Sales Engineer of the Company or such other role as the Company may reasonably require. The Employee shall report to the CEO of the Company and shall have all the responsibilities and powers normally associated with such position and shall perform such other duties and responsibilities as may be designated from time to time by the CEO of the Company.
Full-time Employment The Employee shall be employed on a full-time basis. The Employee’s normal working hours shall be 9 a.m. to 5 p.m. on Mondays to Fridays and such additional hours as are necessary for the proper performance of the Employee’s duties.
devote the whole of his/her time, attention and abilities (except for permitted vacation periods, periods of illness or other incapacity, or for engaging in educational or other similar activities, as long as such activities do not materially interfere with the Employee’s duties to the Company) to the business of the Company;
not engage in any other business activity without the prior written approval of the CEO;
faithfully, loyally and diligently exercise such powers and perform such duties as may from time to time be assigned to his/her by the Company together with such person or persons as the Company may appoint to act jointly with the Employee;
comply with any rules, policies and procedures set out by the Company from time to time and all reasonable and lawful directions given to the Employee by the Company;
report his/her own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or senior executive of the Company to the CEO immediately on becoming aware of it;
use the Employee’s best endeavours to promote, protect, develop and extend the business, success and best interests of the Company;
shall have no authority to conclude contracts that bind the Client or act or assume any obligation on behalf thereof and shall refrain from holding itself out as having such authority.
Term The Employee’s term of employment under this Agreement (“Term”) shall commence on 2019-02-01 and shall continue, subject to the remaining terms of this Agreement, until the first to occur of (i) a termination by the Company at any time with or without cause; or (ii) a termination by the Employee at any time.
Place of Work
The Employee’s normal place of work will be the Company’s principal offices and any branch, office or other place where the Company conduct its business, or such other place within Greece which the Company may require for the proper performance and exercise of the Employee’s duties, including but not limited to the premises of its customers, clients, suppliers or associates, from time to time.
The Company has the right to transfer the Employee from the principal offices to a branch or other place of business and inversely or from a branch to another branch etc., when such transfer is deemed necessary for the development of the Company’s business, without such transfer being regarded as constituting a unilateral adverse change of the Employee’s terms of employment. The Parties agree that this clause is reasonable due to the nature of the Company’s business, of which the Employee is fully aware and acknowledges such Company’s right.
The Employee agrees to travel on the Company’s business (both within Greece and abroad) as may be required for the proper performance of the Employee’s duties.
Compensation; Expenses
Salary As compensation for services rendered under this Agreement, the Company will pay to the Employee a salary (regular compensation) of a gross amount of 2,000 Euros per month. Such amount includes all legal benefits and is subject to all withholding taxes and social contribution deductions. According to applicable legislation in force, the monthly salary is paid fourteen (14) times each year.
Payment The Employee’s salary shall accrue from day to day and be payable monthly in arrears on or about last working day of each month directly into the Employee’s bank account designated by the Employee in writing.
Discretionary Bonus The Company may in its absolute discretion pay the Employee an annual bonus of such amount (subject to appropriate withholdings and deductions), at such intervals and subject to such conditions as the Company may in its absolute discretion determine. Notwithstanding the foregoing, the Employee shall in any event have no right to a bonus or a time-apportioned bonus if the Employee’s employment terminates for any reason or the Employee is under notice of termination (whether given by the Employee or the Company) at or before the date when a bonus might otherwise have been payable. Any bonus payment to the Employee shall be purely discretionary and shall not form part of the Employee’s contractual remuneration under this Agreement. If the Company makes a bonus payment to the Employee, it shall not be obliged to make subsequent bonus payments.
Compensation in Kind
Mobile Phone The Company shall provide the Employee with a mobile phone for the purpose of fulfilling the Employee’s position and shall pay for all maintenance costs up to a maximum amount to be determined by the Company from time to time. The Employee shall return the phone to the Company upon the termination of his/her employment. The Employee shall be charged with the phone use value as required by the income tax regulations.
Laptop The Company will provide the Employee with a laptop computer to support his/her working remotely during the Term. The Employee shall return the phone to the Company upon the termination of his/her employment.
Expenses The Company shall reimburse (or procure the reimbursement of) all reasonable actual business costs and expenses (including travel and accommodation expenses, as applicable) wholly, properly and necessarily incurred by the Employee in connection with the performance of the Employee’s duties and obligations provided for in this Agreement. Reimbursement will be paid upon prompt presentation of VAT invoices/receipts and such other appropriate evidence of payment and supporting information as the Company may from time to time require in accordance with the Company’s customary policies and procedures to which the Employee shall abide, as such policies will be communicated to the Employee from time to time. The Company reserves the right to change such policies and procedures on a prospective basis, at any time, effective upon reasonable notice to the Employee.
Vacation The Employee will be entitled to paid vacation for each calendar year during Employee’s employment in accordance with applicable law and the Company’s established vacation pay policies; provided, however, that vacation will only be taken at such times as not to interfere with the necessary performance of the Employee’s duties and obligations under this Agreement. In addition, the Employee shall be entitled to the usual public holidays in Greece.
Therefore, the Employee agrees that during the Term and after the termination of the Appointment for any reason the Employee
shall keep strictly confidential, and use solely for purposes of performing the Employee’s employment-related duties, Confidential Information or any intellectual property disclosed to the Employee by the Company or any of the Company Affiliates or their customers and suppliers in the course of the Appointment, and
shall not, directly or indirectly, disclose to any unauthorized person or use for the Employee’s own purposes any such Confidential Information without the prior written consent of the Company.
becomes or is generally known to the public and available for use by the public other than as a result of the Employee’s unauthorized acts or omissions in breach of this Agreement; or
is required to be disclosed by judicial process, any governmental authority, or under any law or other legal requirement, including any securities exchange on which the securities of the Company or any of the Company Affiliates are listed.
to the Employee’s counsel, accountants and agents on a need-to-know basis (provided that any such person shall be informed of the confidential nature of such information and directed not to disclose or make public such Confidential Information); or
in any action, suit or proceeding between the Parties.
Mitigation of Disclosure In the event that the Employee is requested or required to disclose any Confidential Information pursuant to point 1.(ii) of clause 7.2 above, the Employee, to the extent not prohibited by such process, law or exchange, shall
give the Company written notice of the Confidential Information to be so disclosed as far in advance of its disclosure as is reasonably practicable,
cooperate with the Company in any efforts to protect the Confidential Information from disclosure (including efforts to secure a judicial order to such effect), and
limit his/her disclosure of such Confidential Information to the minimum disclosure required by such process, law or exchange.
Documents and Materials The Employee acknowledges that all documents and other property including or reflecting Confidential Information:
acquired, developed or known by the Employee by reason of the performance of his/her duties for, or his/her association with, the Company or any Company Affiliate,
shall at all times be the property of the Company.
Non-Competition; Non-Solicitation
Non-Compete
The Employee acknowledges that by reason of the Employee’s duties and association with the Company, the Employee has had and will continue to have access to Confidential Information concerning the Company and that the Employee’s services are of special, unique and extraordinary value to the Company. Therefore, the Employee agrees that during his/her employment with the Company and until the two (2) year anniversary of the date of termination thereof (regardless of the reason for termination), the Employee shall not, other than in the legitimate exercise of his/her duties for the Company during his/her employment with the Company, directly or indirectly:
own, manage, operate, control, be employed or engaged by,
lend to, or
otherwise serve as a director, officer, shareholder, partner, member, manager, agent, consultant or contractor of or to,
any entity that engages in, or otherwise engage or participate in, whether or not for compensation, the business in which the Company engages as of the date on which the Employee’s employment with the Company ends and in which the Employee, during the course of his/her employment, has had management or non-management responsibility, provided know-how or has had access to Confidential Information (“{DefT.Related_Business}”).
The provisions in this clause shall operate in the market areas of Greece and any other market areas of any other countries anywhere in the world in which the Company conducts its business as of the Employee’s termination from the Company.
The foregoing shall not restrict the Employee from
holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange;
being engaged or concerned in any business concern insofar as the Employee’s duties or work shall relate solely to geographical areas where the business concern is not in competition with any Related Business; or
being engaged or concerned in any business concern, provided that the Employee’s duties or work shall relate solely to services or activities of a kind with which the Employee was not concerned to a material extent in the twelve (12) months preceding the date of termination of the Appointment.
Non-Solicitation The Employee agrees that during his/her employment with the Company and until the two (2) year anniversary of the of the date of termination thereof (regardless of the reason for termination), the Employee shall not on his/her own behalf or on behalf of any other person or entity, directly or indirectly, whether individually, as a director, shareholder, partner, member, manager, owner, officer, employee, agent, consultant or contractor, or in any other capacity:
induce or attempt to induce any employee or independent contractor of the Company to leave his/her employment or discontinue their services with the Company or in any way interfere with the relationship between the Company and any employee or independent contractor thereof;
solicit to hire or hire any person who was an employee or an independent contractor of the Company at any time during the two (2)-year period prior to the date of such solicitation; or
solicit any customer, developer, client, supplier, vendor, licensee, licensor, franchisee or other business relation of the Company to purchase services or products that are provided by the Company,
induce or attempt to induce any such customer, developer, client, supplier, vendor, licensee, licensor, franchisee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such customer, developer, client, supplier, vendor, licensee, licensor, franchisee or business relation of the Company (including making any negative statements or communications about the Company or any Company Affiliate or any of their respective officers, directors, products or services).
Intellectual Property
The Executive acknowledges that any and all Intellectual Property Rights subsisting (or which may in the future subsist) in all Inventions shall automatically, on creation, vest in the Company absolutely and shall be and remain the exclusive property of the Company during and after the Term.
The Employee shall execute at the request of the Company any assignments or other documents the Company may deem reasonably necessary to protect or perfect its rights therein, and shall assist the Company, upon reasonable request and at the Company’s expense, in obtaining, defending and enforcing their rights therein.
To the utmost extent permitted by law the Employee also hereby forever waives and agrees never to assert any and all Moral Rights the Employee may have in or with respect to any Invention, even after termination of his/her work on behalf of the Company. To the extent the Employee hereby retains any such Moral Rights under applicable law, the Employee hereby ratifies, approves and consents to, any action that may be taken with respect to such Moral Rights by or authorized by the Company, and the Employee agrees not to assert any Moral Rights with respect thereto. The Employee will confirm any such ratifications, approvals, consents and agreements from time to time as requested by the Company. The Employee acknowledges that the aforementioned waivers, ratifications, approvals, consents and agreements are reasonable, given that the creation/execution of any Inventions to which such Moral Rights relate falls into the scope of this Agreement, the overall employment relationship between the Parties and the obligations undertaken by the Employee hereunder, as well as that the above mentioned Compensation of the Employee constitutes reasonable consideration for such waivers, ratifications, approvals, consents and agreements.
Data Protection
The Employee consents to the Company processing data relating to the Employee for legal, personnel, administrative and management purposes and in particular to the processing of any sensitive personal data (as defined in the Regulation (EU) 2016/679 – General Data Protection Regulation/GDPR) relating to the Employee, including, as appropriate, in order to comply with legal requirements and obligations to third parties.
The Company may make such information available to those who provide products or services to the Company (such as advisers and payroll administrators), regulatory authorities, potential purchasers of the Company or the business in which the Employee works, and as may be required by law.
Termination of Employment
Termination by Company for Cause The Company may terminate the Appointment for important cause at any time with immediate effect without prior notice and with no liability to make any further payment to the Employee (other than in respect of amounts accrued due at the date of termination), by giving written notice of such termination to the Employee designating an immediate or future date (irregular termination). For the purposes of this clause, important cause shall constitute – indicatively and without limitation and in addition to any event that qualifies as important cause under applicable legislation – the occurrence of any of the following events:
The willful or negligent failure, refusal, or inability (other than as a result of death or disability) to perform the Employee’s duties or adhere to the policies of the Company;
The Employee has been charged with, indicted, convicted of, or has pleaded guilty to any criminal offence (other than an offence under any road traffic legislation in Greece or elsewhere for which a fine or non-custodial penalty is imposed);
The Employee has perpetrated a fraud, theft, or otherwise misappropriates any property or funds of the Company;
The Employee has violated any applicable law or regulation and, as a result of such violation, has become, or has caused the Company to become, the subject of any legal action or administrative proceeding or a suspension of any right or privilege, which action, proceeding, or suspension could have a materially adverse effect on the reputation, prospects, condition, or operations of the Company;
The Employee has committed any act or is guilty of any gross misconduct that causes, or shall knowingly or recklessly fail to take reasonable and appropriate action to prevent, any material adverse effect to the reputation, prospects, condition, or operations of the Company;
The Employee has committed any serious or repeated breach or non-observance of any of the material provisions of this Agreement or any provisions of the Company’s procedures and policies as communicated to the Employee from time to time or neglects to comply with any reasonable and lawful directions of the Company;
The Employee is, in the reasonable opinion of the Board/Administrator, negligent and incompetent in the performance of the Employee’s duties.
Termination by the Company without Cause The Company may terminate the Appointment by giving a prior written notice of termination to the Employee in accordance with applicable law, which will be deemed to be “without cause” (regular termination), unless termination is expressly stated to be for important cause pursuant to clause 11.1 above.
Termination by the Employee The Employee may terminate the Appointment by giving a written notice of termination to the Company in accordance with applicable law.
Severance Payment Upon termination of the Appointment by the Company, and unless otherwise permitted by law, the Company shall pay to the Employee the severance payment (compensation for dismissal) provided by law, which the Parties agree that will be no less than one time the last monthly salary to which the Employee was entitled.
Post-Termination Obligations All documents, manuals, hardware and software provided for the Employee’s use by the Company, and any data or documents (including copies) produced, maintained or stored on the Company’s computer systems or other electronic equipment (including mobile phones), remain the property of the Company. On termination of the Appointment (however arising) or, at any other time upon request from the Company, the Employee shall return to the Company, and shall not retain in any form or media of expression, all Company and Company Affiliate property that is then in Employee’s possession, custody or control, including, without limitation, all keys, access cards, credit cards, computer hardware and software, documents, records, policies, marketing information, design information, specifications and plans, data base information and lists, and any other property or information that the Employee has or had relating to the Company or any Company Affiliate (whether those materials are in paper or computer-stored form), and including but not limited to any documents containing, summarizing, or describing any Confidential Information. Upon the Company’s request, the Employee will certify in writing, in a form acceptable to the Company, that the Employee has returned all Company and Company Affiliate property, including any Confidential Information and copies thereof.
Survival The provisions set forth in clauses 7 (Confidentiality – Non-Disclosure, 8 (Non-Competition; Non-Solicitation), 9 (Intellectual Property), 11.6 and 12.6 hereof and the Company’s obligation to pay the Compensation and Expenses to the Employee pursuant to clause 5 hereof will survive the termination of Executive’s employment pursuant to shall survive and continue in full force and effect in accordance with their terms notwithstanding any termination of this Agreement and the Employee’s employment with the Company.
General Provisions
Entire Agreement This Agreement fully supersedes and replaces any existing employment agreement between or among the Employee and the Company. Further, this Agreement constitutes the entire agreement and understanding between the Parties and supersedes and preempts any prior understandings, representations or other agreements of the Parties, written or oral, which may have related to the subject matter hereof in any way.
Severability If any provision of this Agreement is invalid or unenforceable, the invalidity or unenforceability shall not affect any other provision hereof and this Agreement shall be construed in all respects as if the invalid or unenforceable provision had been omitted.
Counterparts This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.
Successors and Assigns This Agreement shall bind and inure to the benefit of and be enforceable by the Employee, the Company and their respective successors and assigns; provided that the rights and obligations of the Employee under this Agreement shall not be assignable.
Amendments and Waivers This Agreement may only be amended in a writing signed by the Employee and a duly authorized officer of the Company.No waiver of any term or provision of this Agreement will be effective unless made in writing.Any written amendment or waiver will be effective only in the instance given and then only with respect to the specific term or provision (or portion thereof) of this Agreement to which it expressly relates, and will not be deemed or construed to constitute a waiver of any other term or provision (or portion thereof) waived in any other instance.
No Waiver of Rights A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
Notices All notices permitted or required under this Agreement shall be in writing and shall be delivered in person or mailed by registered or certified mail, postage prepaid, to the address of the Party specified in this Agreement or such other address as either Party may specify in writing. Such notice shall be deemed to have been given upon receipt.
Governing Law This Agreement shall be governed by and construed in accordance with the laws of Greece.
Dispute Resolution Any disputes arising hereunder, including disputes arising from or related to a termination of this Agreement, and any disputes or claims arising from the subject matter of this Agreement shall be subject to the exclusive jurisdiction of competent courts of Athens, Greece.
Signature IN WITNESS WHEREOF, the Parties have executed this Agreement in two (2) originals, one being delivered to each Party, as of the date first written above.
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