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Ed Arenas, Term Sheet, Etc.

Ed Arenas, Term Sheet, Etc.

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Published by: al_crespo on Apr 07, 2013
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08/01/2013

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Term Sheet
Unique
Casting
Partners,
IXC and
Edwin
Arenas
March
3,
2011
This will
set
forth
the
employment agreement ("the
Agreement")
by and
betweenUnique Casting
Partners,
LLC,
a
Florida limited liability company (the
"Company"),
and
Edwin Rene Arenas born August
15,1958,
social security number 267-113-867
living
at
1688 west avenue
apt #603,Miami beach,
Florida,
33139
(hereinafter called
the
"Executive")
as
follows:
Employment
Duties:
Executive shall serve
as
Casting Director
by
diligentlyperforming
all
sendees
as may be assigned to him by the
Company.
Term:Compensation:Equity Trigger:ExpenseReimbursement
and
Benefits:
The
employment
of the
Executive under this Agreement shallcommence
on
March 3rd,
2011
and
shall
continue
for two (2)
years unless terminated earlier
as
provided
for
herein (the
"Term").
Base salary
at the
monthly rate
of One
Thousand Dollars
($1,000.00)
(the
"Base
Salary")
during
the
Term.
In
addition
to
the
Base Salary,
the
Executive shall
be
eligible
to
receive
bonuses in
such amounts
and at
such times
as the
Companyshall determine
in its
sole discretion.
In
the
event
the
Company, during
the
Term,
generates over
Five
Hundred ThousandDollars($500,000.00) in Company's
gross
revenues, the
Executive shall
be
entitled
to the
amount
of
membership interests units which represent
a
Thirty Five
Percent (35%) equity interest
in
Unique Casting Partners,LLC, subject
to the
terms
and
conditions
of the
Company's
operating
agreement
or any
other documentation governing
any
business transactions
of the
Company.
Upon
the
submission
of
proper substantiation
by the
Executive,
the
Company shall reimburse
the
Executive
for all
reasonable
expenses actually paid
or
incurred
by the
Executive
in the
course
of and
pursuant
to the
business
of the
Company.
The
Executive shall account
to the
Company
in
writing
for all
expenses
for
which reimbursement
is
sought
 
Non-Disclosure:Ownership ofDevelopments:
TheExecutive shallnot at anytime divulge, communicate,use to the detriment of the Company or for the
benefit
of anyother person or
persons,
or misuse in any way, any Confiden-
tial
Information (as hereinafter
defined)
pertaining to thebusiness of the Company. Any Confidential Information or
data
now or
hereafter
acquired by the Executive with
respect
to
the business of the Company (which shall include, but notbelimitedto,information concerningthe
Company's
financialcondition, prospects, technology, customers, suppliers,sources of leads and methods of doing business) shall bedeemed a valuable, special and unique asset of the Companythatis received by the Executive in confidence and as a
fiduciary,
and Executive shall remain a fiduciary to theCompany with respect to all of such information. Forpurposes of this Agreement, "ConfidentialInformation"means information disclosed to the Executive or known bytheExecutiveas aconsequenceof orthroughhisemploymentby the Company (including information conceived,originated, discovered or developed by the Executive) prior to
or
after
the date hereof, and not generally known, about theCompany or its business.All copyrights, patents, trade secrets, or other
intellectual
property rights associated with any ideas, concepts,techniques, inventions,
processes,
or works of authorshipdeveloped or created by Executive during the course of
performing
work for the Company or its clients
(collectively,
the
"Work
Product") shall belong exclusively
to the
Company
and
shall, to the extent possible, be considered a work madeby the Executive for hire for the Company within the meaning
of
Title17 of theUnited States Code.To theextenttheWork
Product
may not be considered work made by the Executive
for
hirefor theCompany,theExecutive agreestoassign,andautomatically assign at the time of creation of the WorkProduct, without any requirement of
further
consideration,anyright,title,orinteresttheExecutivemayhaveinsuchWork Product. Upon the request of the Company, theExecutive 'shall take such
further
actions, including execution
and
delivery of instruments of conveyance, as may beappropriate
to
give
full
and
proper
effect
to
such assignment.
 
Non-Compete:
Termination
for
"Cause"
and shall supply to the Company copies of all
relevant
invoices, receipts
or
other evidence reasonably requested
by
the Company, and the Executive shall be reimbursed
within
atimely fashion
from
Company's receipt of all requesteddocumentation.
At
all
times
while
the Executive is
employed
by the Company
and for a one (1) year period
after
the termination of theExecutive's employment with
the
Company
for any reason,
theExecutive
shall
not, directlyorindirectly, engagein orhave any interest in any sole proprietorship,
partnership,
corporation
or business or any other person or entity (whether
as
an employee,
officer,
director, partner, agent, securityholder, creditor, consultant
or
otherwise) that directly
or
indirectly (or through any
affiliated
entity) engages incompetition with
the
Company (based
on the
business
in
which the Company was engaged or was actively planning onbeing engaged as of the date of termination of the
Employee's
employment
and in the
geographic areas
in
which
the
Company operated or was actively planning on operating as
of
date
of
termination
of the
Employee's employment)
or
accept employment
from
any individual or entity in directcompetition withtheCompany.The Company shall at all times have the
right,
without notice,
to
terminate
the
Term,
for
Cause.
For
purposes
of
this
Agreement,theterm "Cause" shall mean(i) anactionoromission of the Executive which constitutes a willful andmaterial breach
of, or
failure
or
refusal
(other than
by
reason
of
his disability) to perform his duties
under,
(ii)
fraud,
embezzlement, misappropriation of
funds
or breach of trust inconnection with
his
services hereunder, (iii) conviction
of a
felony
or anyother crime which involves dishonestyor abreach
of
trust, (iv) gross negligence
in
connection with
the
performance
of the Executive's duties hereunder, (v)insubordination or other
refusal
to adhere to Company policy
or
the
instructions
of a
superior,
or
(vi) negligence
by
commissionoromission that resultsin
injury
ordamageto
the
Company.
Any
termination
for
Cause
shall
be
made
in
writing to the Executive, which notice shall set
forth
in detailall acts or omissions upon which the Company is relying forsuch termination.

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