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[IP VOICE.COM(TM) LOGO]
5050 North 19th Avenue, Suite 416 - Phoenix, AZ 85015 USA
602-335-1231 - 602-335-1577 (Fax) - 1-800-388-4542
April 24, 2000 Exhibit 10.48
Mr. J. Michael Scott
16606 S. 12th Place
Phoenix, AZ 85048
Dear Michael,
IPVoice.com, Inc. agrees to provide you with employment and the compensation
package described herein, all components and provisions of which, as well as
your employment in any capacity by IPVC, shall remain subject to revocation or
change by IPVC at its will, at any time in its sole discretion, upon written
notification of such change or revocation, but without the obligation on the
part of IPVC to provide you with any prior notice of such change or revocation,
it is understood and agreed that should you or the Company decide to terminate
employment for any reason, other than for cause, at least a month's advance
notice is needed for this professional position:
EMPLOYMENT DATE: April 24, 2000
POSITION: Vice President of Sales and Marketing
PROBATIONARY PERIOD: 90 days
COMPENSATION: Annual base salary of $85,000, payable semi-monthly
BASE BENEFITS:
Health insurance: IPVoice.com pays for employee. Employee pays coverage
for family and/or spouse.
Vacation: Two week following first anniversary of date of
employment. Three weeks (the maximum vacation benefit)
following second anniversary of date of employment and three
weeks annually for each subsequent year of employment.
Stock Option Plan: Number of shares to be determined by the Compensation
Committee of the IPVC Board of Directors.
CONFIDENTIALITY AGREEMENT AND NON-CIRCUMVENTION AGREEMENT:
Attached hereto as a separate document and made part of this offer letter.
Should the provisions of the entirety of this offer letter meet your approval
and understanding kindly sign in the space provided below. One copy of this
letter will be retained in your personnel folder and the second copy will be for
your records.
Sincerely,
/s/ Barbara S. Will
Barbara Will
President IPVoice.com, Inc.
My signature below attests to my understanding of and agreement with the
foregoing:
/s/ J. Michael Scott May 5, 2000
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Signature Date
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IPVoice.com, Inc.
5050 N. 19TH AVENUE, SUITE 416/417
PHOENIX, ARIZONA 85015
USA
1-602-335-1231 FAX 1-602-335-1577
CONFIDENTIALITY AND NON-CIRCUMVENTION AGREEMENT
Because the parties hereto require certain Proprietary and Confidential
information regarding the services, products and sources needed to consider
various potential applications which may result in a business relationship, the
parties hereto agree to provide access to this Data in full and good faith that
the following CONFIDENTIALITY and NON-CIRCUMVENTION Agreement is made and
honored in both Agreement and Spirit between IPVoice.com, Inc., herein named
IPVC, and the undersigned with a mailing address of:
Reviewer Name: J. MICHAEL SCOTT
Address: 16606 S. 12TH PLACE, PHOENIX, AZ 85048
Home Phone Number: 480-460-1201
This Agreement is made by and between IPVC, and the party herein named the
"Reviewer" and/or Other Parties and collectively called herein the "Parties".
The Reviewer agrees to the following terms and conditions. The Parties agree to
furnish the Other with certain proprietary information relating to Company,
Carrier Contracts, Contracts, pricing, maps, diagrams, network, equipment,
product overview and technical information only under the following terms and
conditions:
1. Each party agrees to hold all information, Written or Verbal, strictly
confidential, disclosing such information provided to no one who is not
bound, as the Parties are herein, by this Non-Disclosure Agreement. The
Reviewer agrees to first obtain written permission from IPVC, then have a
similar Non-Disclosure signed by an Entity or Individual who receives any
information about IPVC, about conversations or other related Confidential
Information, prior to disclosure to any third party. The Reviewer agrees
that not complying with this condition will cause substantial irreparable
harm that IPVC would suffer from the failure to obey the restrictions set
forth herein.
2. Confidential information as used herein shall mean any and all
documents, concepts, pricing, carrier relationships, product information,
potential customers, strategies, software, suppliers and business plans
supplied to Reviewer or its officers, directors, employees, agents or
investors, and oral discussions between the Reviewer and IPVC. Both Parties
agree to take any precautions necessary to keep all information
confidential. Failure to include a confidentiality notice on any materials
disclosed to the undersigned shall not give cause to an inference that the
information disclosed is not confidential.
3. The Parties hereto agree not to intentionally circumvent the other
Party's contacts as a source to perform any business functions.
Additionally the Reviewer agrees not to circumvent IPVC's sources to do
business, or for information about IPVC's sources to do business, or for
information about IPVC's services and customers, potential customers and
contacts, that may be released to Reviewer. If circumvention occurs to IPVC
then IPVC will receive a 50% portion of the savings obtained, income
received, commissions received, stock or other inducements that have been
paid or contracted to the Reviewer or affiliated entity or individual.
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IPVoice.com, Inc.
5050 N. 19TH AVENUE, SUITE 416/417
PHOENIX, ARIZONA 85015
USA
1-602-335-1231 FAX 1-602-335-1577
CONFIDENTIALITY AND NON-CIRCUMVENTION AGREEMENT
4. The Reviewer agrees to first obtain written authority from IPVC in
writing in order to present any confidential information to Other Parties,
and additionally to send a copy of the signed Confidentiality Agreement to
IPVC before disclosing any information on any project or naming any
potential customer or source of IPVC's.
5. If any legal action or other proceeding is brought for the enforcement
of this Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with any of the provisions of this
Agreement, the prevailing Party shall be entitled to recover reasonable
attorney's fee and other costs incurred in that action or proceeding, in
addition to any other relief to which it may be entitled.
6. If any Party hereto learns that the other Party is in violation of this
Agreement or is preparing or planning to circumvent a Party or make an
unauthorized disclosure for all or any portions of the proprietary
information, the injured party may obtain from a court of competent
jurisdiction an order preventing such circumvention of unauthorized
disclosure which may include but shall not be limited to restraining the
other Party from rendering or receiving any service that would breach this
agreement.
7. This Agreement shall remain effective for one year from the date
executed below and/or if the Parties enter into a contract for not less
than one year after expiration of said contract and will automatically
renew with continued business relationship.
8. If the Party disclosing the information only has information that is
available to the public, then there will be no circumvention as described
herein.
This Agreement is signed and intended to be legally binding this 25th day of
----
April, 2000.
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IPVoice.com, Inc.:
Signed: /s/ Barbara S. Will PRESIDENT Date: 4/25/2000
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Authorized Signature and Title
Print Name: Barbara S. Will
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REVIEWER:
Signed: /s/ J. Michael Scott Date: May 5, 2000
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Authorized Signature and Title
Print Name: J. Michael Scott
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