Employment Agreement

        

EMPLOYMENT AGREEMENT


By and between

Name:        

Entrepedia AS,         

Reg.no.:919725109

Address:

Gaustadalleen 21,

0349 Oslo        

(the "Company")

and

Name:        

[=Name of Employee]

D.O.B.:        [=dob]

Address:

[=adress]

(the "Employee")


1.        POSITION

The Employee is employed as [=title].

The employment shall commence on [=date]. [The Employee has seniority in the Company from [=date].]

The Employee's primary place of work shall be the Company's main offices at any time, currently in [=Place]. [The position will entail travelling, both domestically and abroad. The Employee is not entitled to special remuneration for travelling.]  

The Employee reports to [=title], or optionally to another person appointed by him/her.

The Employee shall have all such responsibilities normally assigned to a [=title], including those provided by agreement, regulations, guidelines, instructions, laws, regulations, etc. All obligations shall be attended to within the mentioned framework and in accordance with and furtherance of the objects and purpose of the Company, and in accordance with the guidelines and instructions laid down by the Company at any time. The Employee must be prepared to make any adjustments/changes in the work required by the circumstances. The Company may change and/or add to the scope of employment of the Employee (including amending the work tasks) if such changes are considered necessary in the opinion of the Company. The Employee's work tasks may be further described in a job description, which in such case shall form an integrated part of this Agreement. The job description may be amended unilaterally at any time by the Company.  

The Employee is obligated to place [his/her] full working capacity at the disposal of the Company. The Employee must not, without the express written consent of the Company, perform any services or work on behalf of any other businesses or third parties, nor have board or committee positions, honorary posts, positions of trust or otherwise participate in or render services to any such businesses or third parties.

2.        WORKING HOURS, OVERTIME

[Alternative 1: Normal weekly working hours shall be [37.5] hours, Monday to Friday, plus a 30-minute daily lunch break. Normal daily working hours are from [time]–[time]. The Employee has flexible working hours, within the Company's core time from [time]–[time]]

[Alternative 2: Normal weekly working hours in the Company are [37.5] hours, Monday to Friday, plus a 30-minute daily lunch break. Normal daily working hours in the Company are from [time]–[time]. The Company's core time is from [time]–[time].

The Employee performs work of a [leading/particularly independent] character in accordance with provisions stipulated in the Norwegian Working Environment Act (Nw.: " arbeidsmiljøloven") (the "WEA"). Consequently, the provisions of the WEA regarding working hours do not apply and the Executive is not entitled to overtime pay or other compensation for work in excess of regular working hours pursuant to the WEA Section 10-12. The Executive shall work as much as is required to meet [his/her] obligations in a satisfactory manner.][a]

3.        SALARY, BENEFITS, HOLIDAY ALLOWANCE, EXPENSES, PENSION AND INSURANCE

The Employee’s annual base salary shall be NOK [=amount], to be paid by 1/12 each month to the Employee's regular bank account in accordance with the normal routines of the Company. The Employee shall during holiday periods be paid a holiday allowance pursuant to the provisions of the Norwegian Holidays Act (Nw.: "ferieloven").

[Alternative 1: Compensation for imposed overtime work shall be paid according to the relevant provisions in the WEA.]

[Alternative 2: The Employee's work is of such a nature that it is not covered by the rules regarding working hours in the WEA. The annual salary takes into account that some overtime work must be counted on.]

The annual salary shall be reviewed once a year, first time on the Company's regular salary review date in [=year]. Any adjustment of the salary level is at the Company's sole and absolute discretion.

[Further, the Employee shall receive the following other benefits, as these are practiced in the Company from time to time:

  1. Coverage of business-related use of the mobile telephone, limited upwards to NOK [figure] per month.
  2. Coverage of internet expenses limited upwards to NOK [figure] per month.
  3. Car allowance of NOK [figure] per month.
  4. Coverage of expenses related to [number] newspaper.]
  5. [Any other benefits]]

The Employee is entitled to holiday and holiday allowance in accordance with the Norwegian Holidays Act. [However, with the exception that the Employee is entitled to 5 weeks yearly holiday and a holiday allowance of 12%]. The holidays have to be taken with due account of the Company’s needs.

Expenses incurred by the Employee in relation to [his/her] work, shall be covered by the Company in accordance with the at any time prevailing policy for expense coverage in the Company.

[The Employee shall participate in any insurance and pension schemes prevailing in the Company from time to time for the category of employee [he/she] belong to.]

[The Employee shall participate in any applicable prevailing bonus scheme from time to time.]

In the event of erroneous payments in salary, holiday allowance or other payments to the Employee (including any disbursement the Company has incurred on behalf of the Employee), the Company is hereby authorized to rectify this in any subsequent payments to the Employee, pursuant to the WEA Section 14-15 (2) c). A corresponding right to rectify in any subsequent payments to the Employee applies in case of unauthorized absence and when permitted by law or other agreement.

All payments to the Employee are subject to advance tax deduction and any other imposed deductions/withholdings. Further, the expenses and benefits provided to the Employee may be taxable. The Employee bears the risk of the tax burden on any expenses or benefits [he/she] receives.

4.        PROBATION PERIOD AND TERMINATION

For the position, an agreed probation period of 6 – six – months applies. During the probation period, the mutual notice period is 14 days, calculated from the day in which notice took place. If the Employee has been absent from work during the probation period, the Company reserves the right to extend the probation period by a period equal to the length of the Employee's absence.

After the expiration of the probation period, the parties are each entitled to terminate the employment upon 3 – three – months’ written notice, calculated from and including the first day of the month following that in which notice took place, unless a longer period of notice applies pursuant to the WEA.

5.        DATA PROTECTION

The Employee agrees to use all reasonable endeavors to keep the Company informed of any changes to the Employee's personal data/information and to comply with the Company’s data protection rules and procedures as set out in the Company’s personnel handbook from time to time.

The Company will hold and process personal data/information (including sensitive personal data/information) about the Employee in manual and automated filing systems in relation to the following: salary administration; travel administration; pension administration; health administration; health insurance/benefits; to facilitate communications between employees within the Company/Group (Group meaning the group of companies – whether of domestic or foreign character – to which the Company belongs); training and appraisal purposes, including performance and disciplinary records; equal opportunities monitoring; Company car fleet/leasing administration; any Company benefit administration; for the purposes of any potential sale or granting of share options over 20% of the shares of the Company or any Group Company or any change of control or any potential transfer of the Employee's employment  (disclosure may include in these circumstances disclosure to the potential purchaser or investor and their advisors); for the Company’s global operations and reporting and for the management of its global HR information systems; marketing and /or PR Purposes.  Where any services or benefits referred to above are provided to the Company by third parties, the Company may disclose some of the Employee's personal information to those third parties.

For any of the above purposes and in view of the Company’s global operations, the Company may transfer some or all of the Employee's personal data to countries outside the jurisdiction in which you reside to itself or to other members of the Group. For example, for those employees based in the European Economic Area (EEA), the Company may transfer employee data to countries outside of the EEA, which may not have data protection laws as comprehensive as those existing in the EEA. The Company will take reasonable steps to ensure that any data transferred outside the jurisdiction in which the Employee resides is held securely.

By entering into this contract, the Employee is deemed to have been notified about and agreed to the manner in which the Company will use the Employee's personal data/information.

6.        CONFIDENTIALITY AND HANDLING OF DOCUMENTS

The Employee shall at all times and in all respects promote and protect the interests of the Company.

The Employee is obligated, both during [his/her] period of employment and after cessation of the employment (without limitation in time), whether terminated lawfully or not, to observe strict and complete confidentiality in relation to third parties regarding any and all information that might have come to the Employee’s attention (either directly or indirectly) during the course of the Employee's employment by the Company. The confidential information may concern the Company or any third party about whom or on whose behalf the Company possesses such confidential information. The duty of confidentiality implies inter alia that the Employee must not exchange confidential information to other persons than managers, directors, employees or advisors of the Company or the Group who in their work has an objective and justifiable need for the information.

Confidential information includes business and company secrets, as well as other information that is not publically known regarding inter alia financial, legal, economic or commercial circumstances or operations, including without limitation information about investments, strategies, developments, equipment, technical solutions, methods or descriptions, risk analyses and assessments, product specifications, formulas, information regarding product samples, test results and analyses, production methods, know-how, intellectual property rights, customers or clients, customer or client lists, customers' or clients' preferences, suppliers/contractors, vendors, marketing, distribution, sales, business partners, etc. The Employee must especially keep strictly confidential any and all information regarding inventions that [he/she] or other employees make, to ensure that such inventions may be patented.

If the Employee is in doubt whether information is of confidential nature and therefore should be kept confidential, the Employee is obligated to clarify this with the Company. The Company may instruct the Employee to sign a separate statement of confidentiality.

The above-identified provision shall not preclude that the Employee, having left the Company, may make use of general knowledge and experience of a technical or business-related nature acquired by [him/her] during [his/her] employment.

The Employee is obligated to display the utmost caution and attention in dealing with all Company items, documents or other material, e.g. plans, strategies, drawings, calculations, descriptions, samples, contracts and/or correspondence.

Following termination of the employment, or alternatively at any other time upon the request of the Company, the Employee shall return to the Company all of its property, including without limitation materials, documents, accounts, records, papers, identification papers, equipment, notebook computers, mobile telephones, tablets, keys, access cards, credit cards, etc. This also applies to all computer data and other electronically stored information, both originals and copies.

7.        INTELLECTUAL PROPERTY RIGHTS

Any intellectual or proprietary right, including but not limited to any and all intellectual work or achievement, other proprietary material, catalogues, databases, design, software, know-how and improvements which the Employee solely or in cooperation with others has contributed to obtain, make, develop, invent, procure, provide or similar during the time of employment and that may be related to and/or possibly be used in the Company’s operations and/or the operations of the Group, shall fully, automatically and free of charge be transferred to the Company. This also applies for achievements procured, obtained, made, developed, invented, provided or similar outside of work hours.

The Employee shall immediately forward to the Company all information regarding rights and results as described above in the form of a summary of all relevant information. The Company shall have complete and unlimited rights to any and all intellectual work or achievement and other intellectual or proprietary right as described above.

The Employee is not in any way entitled to use or exploit any such rights or similar which the Company owns in any other way than in connection with and for the purpose of the Employee’s performance of work for the Company. This also applies to all written and visual material produced by the Employee during his time of employment. Such material shall be handed over to the Company by cessation of the employment.

The ownership to any and all patentable or non-patentable inventions which the Employee solely or in cooperation with others has contributed to obtain, make, develop, invent, procure, provide or similar during the time of employment in the Company and until one year after the termination of the employment, shall fully and automatically be transferred to the Company. This also applies for inventions procured, obtained, made, developed, invented, provided or similar outside of work hours.

The Employee shall by way of written notice and without unnecessary delay inform the Company of all such inventions of any kind, including a description of its content/function. The Company will at its own discretion decide whether to apply for a patent or not. In case of application for a patent on an invention that the Employee has developed, the Employee shall be named as the inventor in the patent application unless otherwise agreed. The Employee is entitled to a reasonable compensation in accordance with the Norwegian Employee Inventor Act Section 7 first paragraph, ref. Section 10. The Employee is hereby informed of the time limit to bring a legal action against the Company regarding compensation for the invention in the Norwegian Employee Inventor Act (Nw.: "arbeidstakeroppfinnelsesloven") Section 7 last paragraph.

The Employee shall give any and all necessary and reasonable assistance to the Company to the extent necessary to ensure complete and unlimited ownership for the Company to rights as described above, and also assist the Company if this is necessary to protect or defend any right as described above. This also applies after cessation of the employment.

8.        RESTRICTIVE COVENANTS

8.1        Non-Competition Clause

The parties agree that during the term of employment and for a period of up to 12 months after the expiry of the agreed notice period (such 12-month period referred to as the "Restricted Period"), the Employee shall not be entitled to be employed by, directly or indirectly offer services to, start up, lead, be a board member in, have an ownership interest in, participate in or otherwise in any way engage in any business that directly or indirectly competes with the Company or the Group (the "Non-Competition Clause"). In case of summary dismissal, the Restricted Period commences on the date of the summary dismissal.

The Company may at the request of the Employee, or at any other time, decide if and to what extent the Non-Competition Clause shall be invoked. The procedure in connection with such a decision shall comply with the mandatory provisions of Chapter 14 A in the WEA including the Company's obligation to provide the Employee with a written statement in this regards. If the Restricted Period is invoked for a shorter period of time, the Compensation to the Employee (see below) is reduced correspondingly.  Should the Employer decide not to invoke the Non-Competition Clause, the Employee will not be entitled to such Compensation.

If the Non-Competition Clause is invoked, the Employee shall receive compensation during the Restrictive Period equivalent to 100% of the Employee's annual remuneration  up to 8 G ("G" means the Basic Amount in the National Insurance Scheme), and then, if applicable, 70% of the annual remuneration exceeding 8G ("Compensation"). The term "remuneration" is to be understood in line with Chapter 14 A in the WEA. The total amount of Compensation will not exceed 12 G. The Compensation is based on the Employee's remuneration the last 12 months preceding the time of the notice and is paid monthly on the Company's payroll date. The Compensation is not included in the basis for holiday pay or pension, and the Employee is not entitled to any bonus or other supplementary benefits from the Company during the period for payment of the Compensation. The Employer will carry out tax deduction and any other mandatory deductions in accordance with applicable law.  The Compensation is paid monthly on the Company's payroll date.

Deductions shall be made in the Compensation for any income or other remuneration (or similar) that the Employee receives from the Company or accrues from others in the Restricted Period limited to 50% of the Compensation. The Employee shall provide adequate information about the salary from any new employer during the application of the obligations set out herein. If the Employee does not comply with this requirement, the Company may withhold the Compensation until such information is received.

8.2        Non-Solicitation of Contract Parties Clause

During the term of employment and for a period of up to 12 – months after the expiry of the agreed notice period (alternatively from the date of summary dismissal), the Employee is not entitled to directly or indirectly influence or attempt to influence customers, clients, suppliers and/or other business associates or contract parties of the Company or the Group to limit or terminate their relationship with the Company and/or the Group ("Non-Solicitation of Contract Parties Clause"). With respect to the Company's customers, the Non-Solicitation of Contract Parties Clause only applies to customers which the Employee has had contact with and/or responsibility for during the last 12 months prior to the time of the written statement as mentioned in the section below, while the Non-Solicitation of Contract Parties Clause in all other types of business relations applies to all who during the last 12 months prior to the expiry of the agreed notice period (alternatively from the date of summary dismissal) were a business contact of the Company and/or company's within the Group.

The Company may at request from the Employee and in connection with termination, summary dismissal or other cessation of the employment, decide if and to what extent the Non-Solicitation of Contract Parties Clause shall be invoked. The procedure in connection with such a decision shall comply with the mandatory provisions of Chapter 14A in the WEA, including the specification of what customers that are covered by the Non-Solicitation of Contract Parties Clause in a written statement.

8.3        Non-Solicitation of Employees Clause

During the term of employment and for a period of up to 12 – months after the expiry of the agreed notice period (alternatively from the date of summary dismissal), the Employee is not entitled to directly or indirectly influence or attempt to influence any of the Company's or the Group's employees, hired employees, independent contractors, consultants or similar to leave the Company or the Group ("Non-Solicitation of Employees Clause").

9.        OTHER PROVISIONS

[There are no collective agreements affecting the Employee's terms of employment.] [The following collective agreements affects the Employee's terms of employment:

(i)        [=List the collective agreements]]

The Employee shall at all times comply with the Company's prevailing work rules, codes of conduct and all other applicable procedures and instructions from time to time. The Employee is also referred to any applicable prevailing personnel handbook from time to time.

If new mandatory laws or regulations applicable to the Employee's employment are implemented, the parties agree to renegotiate in good faith the relevant terms and conditions of this Agreement in order to bring the Agreement in compliance with such mandatory laws or regulations and, if possible, provide the Company with the same or a similar level of protection.

Unless otherwise expressly stated herein, this Agreement supersedes any previous employment agreement and related agreements and/or other documents, and this Agreement therefore, together with relevant Norwegian legislation, provides a full statement of the terms and conditions of the employment relationship.

10.        CHOICE OF LAW AND DISPUTE RESOLUTION

The employment relationship between the Employee and the Company is regulated by Norwegian law, and the present Agreement shall be interpreted, governed, enforced and litigated in accordance with the laws of Norway.

The ordinary courts of Norway shall settle all disputes that the Parties cannot settle amicably.

11.        SIGNATURE

This Agreement is executed in two copies, one for each Party.

_______________

_______________

[=Employee]

Entrepedia AS

Place, date:

[=Place], 2020-10-30

Name:

Title:

Place, date:

[=Name]

[=Title]

[=Place], 2020-10-30

Employment Agreement, Rev 1.0

Page  of

[a]Alternative 1, applies to regular employees. Alternative 2, applies to employees who performs work of a leading or particularly independent character.

Choose the applicable alternative. Please note that the exemption in the Norwegian Working Environment Act section 10-12 are to be interpreted narrowly and that in order to determine whether the position falls within the exceptions, an individual assessment of each employee and their position must be made.

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