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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
December
1, 2023
Date
of Report (Date of earliest event reported)
CONNEXA
SPORTS TECHNOLOGIES INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
1-41423 |
|
61-1789640 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
2709
N. Rolling Road, Suite 138
Windsor
Mill, MD
21244
(Address
of principal executive offices, including Zip Code)
(443)
407-7564
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value |
|
CNXA |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On
December 1, 2023, Connexa Sports Technologies Inc. (the “Company”) entered into a new employment agreement (the “Employment
Agreement”) with its Mark Radom, its general counsel, who has been the Company’s general counsel since September 16, 2019,
for a term of three years.
The
Employment Agreement increases Mr. Radom’s annual salary from $150,000 to $216,000 (subject to adjustment), provides for a minimum
annual bonus of 25% of the then applicable salary and the right to be indemnified to the extent that Mr. Radom is made a party or threatened
to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative, or investigative.
The
foregoing description of the terms of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Employment Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
*
The schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10). The Company agrees to furnish supplementally
a copy of any omitted schedule to the U.S. Securities and Exchange Commission upon its request.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Connexa
Sports Technologies Inc. |
| |
a
Delaware corporation |
| |
|
|
| Dated:
December 6, 2023 |
By: |
/s/
Mike Ballardie |
| |
|
Chief
Executive Officer |
Exhibit
10.1
EMPLOYMENT
AGREEMENT
This
Employment Agreement (the “Agreement”) is made and entered into as of December 1, 2023, by and between Mark Radom
(the “Executive”) and Connexa Sports Technologies Inc., a Delaware corporation (the “Company”).
WHEREAS,
the Company desires to continue to employ the Executive on the terms and conditions set forth herein; and
WHEREAS,
the Executive desires to continue to be employed by the Company on such terms and conditions.
NOW,
THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:
1.
Term. The Executive’s employment hereunder
shall be effective as of the date hereof (the “Effective Date”) and shall continue until the third anniversary thereof,
unless terminated earlier pursuant to Section 5 of this Agreement; provided that, on such third anniversary of the Effective Date and
each annual anniversary thereafter (such date and each annual anniversary thereof, a “Renewal Date”), the Agreement
shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party
provides written notice of its intention not to extend the term of the Agreement at least 90 days’ prior to the applicable Renewal
Date. The period during which the Executive is employed by the Company hereunder is hereinafter referred to as the “Employment
Term.”
2.
Position and Duties.
Position.
During the Employment Term, the Executive shall serve as the General Counsel of the Company, reporting to the Company’s Chief Executive
Officer and its board of directors (the “Board”). In such position, the Executive shall have such duties, authority,
and responsibilities as shall be determined from time to time by the Chief Executive Officer and the Board, which duties, authority,
and responsibilities are consistent with the Executive’s position.
3.
Place of Performance.
The principal place of Executive’s employment shall be at the Executive’s residence in Israel; provided that, the Executive
may be required to travel on Company business during the Employment Term.
4.
Compensation.
4.1
Base Salary. The Company shall pay the Executive
an annual base salary of $216,000 consisting of $18,000 per month in accordance with the Company’s customary payroll practices
and applicable wage payment laws, but no less frequently than monthly. The Executive’s base salary shall be reviewed at least annually
by the Board and the Board may, but shall not be required to, increase the base salary during the Employment Term. However, the Executive’s
base salary may not be decreased during the Employment Term without the Executive’s consent. The Executive’s annual base
salary, as in effect from time to time, is hereinafter referred to as “Base Salary”.
4.2
Accrued Compensation. The Company acknowledges that, based on past agreements between the Company and the Executive, it owes the
Executive a one-time payment of $12,500 in cash for failing to make payment of one month the Executive’s previous salary.
4.3
Annual Bonus.
For each calendar year of the Employment Term, the Executive shall be eligible to receive an annual bonus (the “Annual Bonus”).
However, the decision to provide any Annual Bonus and the amount and terms of any Annual Bonus shall be in the sole and absolute discretion
of the Board, provided that in no case shall the Annual Bonus be less than 25% of the then applicable Base Salary.
4.4
Fringe Benefits and Perquisites. During the Employment
Term, the Executive shall be entitled to fringe benefits and perquisites consistent with the practices of the Company and governing benefit
plan requirements (including plan eligibility provisions), and to the extent the Company provides similar benefits or perquisites (or
both) to similarly situated executives of the Company.
4.5
Employee Benefits. The Executive shall be eligible
to participate in standard executive benefit plans (for Israeli based executives), such plan to include without limitation, group medical,
prescription drug, dental & vision care, life and permanent disability insurance. As the Company currently does not have a plan in
place, the Executive shall seek individual coverage for the above noted items for his family and shall be re-imbursed by the Company
for such costs up to an annual maximum cost of USD 10,000.
4.6
Vacation; Paid Time Off. During the Employment
Term, the Executive will be entitled to 20 vacation days per year exclusive of all Israel public holidays. The Company’s vacation
year will run from 1 January to 31 December and Holidays not used in any given year cannot be carried over to the following year without
express permission of the Board.
4.7
Business Expenses. The Executive shall be entitled
to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by the Executive
in connection with the performance of the Executive’s duties hereunder in accordance with the Company’s expense reimbursement
policies and procedures.
4.8
Indemnification.
(a)
In the event that the Executive is made a party or threatened to be made a party to any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative (a “Proceeding”), other than any Proceeding initiated by
the Executive or the Company related to any contest or dispute between the Executive and the Company or any of its affiliates with respect
to this Agreement or the Executive’s employment hereunder, by reason of the fact that the Executive is or was a director or officer
of the Company, or any affiliate of the Company, or is or was serving at the request of the Company as a director, officer, member, employee,
or agent of another corporation or a partnership, joint venture, trust, or other enterprise, the Executive shall be indemnified and held
harmless by the Company from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense
of any Proceeding (including attorneys’ fees). Costs and expenses incurred by the Executive in defense of such Proceeding (including
attorneys’ fees) shall be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company
of: (i) a written request for payment; (ii) appropriate documentation evidencing the incurrence, amount, and nature of the costs and
expenses for which payment is being sought; and (iii) an undertaking adequate under applicable law made by or on behalf of the Executive
to repay the amounts so paid if it shall ultimately be determined that the Executive is not entitled to be indemnified by the Company
under this Agreement.
(b)
During the Employment Term and for a period of six (6) years thereafter, the Company or any successor to the
Company shall purchase and maintain, at its own expense, directors’ and officers’ liability insurance providing coverage
to the Executive on terms that are no less favorable than the coverage provided to other directors and similarly situated executives
of the Company or any successor.
(c)
Notwithstanding anything to the contrary, this clause 4.8 shall survive termination of this Agreement for
a period of six years.
5.
Termination of Employment.
The Employment Term and the Executive’s employment hereunder may be terminated by either the Company or the Executive at any time
and for any reason; provided that, unless otherwise provided herein, either party shall be required to give the other party at least
90 days advance written notice of any termination of the Executive’s employment. On termination of the Executive’s employment
during the Employment Term, the Executive shall be entitled to the compensation and benefits described in this Section 5 and shall have
no further rights to any compensation or any other benefits from the Company or any of its affiliates.
5.1
For Cause or Without Good Reason.
(a)
The Executive’s employment hereunder may be terminated by the Company for Cause or by the Executive
without Good Reason. If the Executive’s employment is terminated by the Company for Cause or by the Executive without Good Reason,
the Executive shall be entitled to receive:
(i)
any accrued but unpaid Base Salary and accrued but unused vacation which shall be paid on the pay date immediately
following the Termination Date (as defined below) in accordance with the Company’s customary payroll procedures;
(ii)
any earned but unpaid Annual Bonus with respect to any completed calendar year immediately preceding the Termination
Date, which shall be paid on the otherwise applicable payment date; provided that, if the Executive’s employment is terminated
by the Company for Cause, then any such accrued but unpaid Annual Bonus shall be forfeited;
(iii)
reimbursement for unreimbursed business expenses properly incurred by the Executive, which shall be subject
to and paid in accordance with the Company’s expense reimbursement policy; and
(iv)
such employee benefits (including equity compensation), if any, to which the Executive may be entitled under
the Company’s employee benefit plans as of the Termination Date; provided that, in no event shall the Executive be entitled to
any payments in the nature of severance or termination payments except as specifically provided herein.
Items
5.1(a)(i) through 5.1(a)(iv) are referred to herein collectively as the “Accrued Amounts”.
(b)
For purposes of this Agreement, “Cause” shall mean:
(i)
the Executive’s willful failure to perform Executive’s duties other than any such failure resulting
from incapacity due to physical or mental illness);
(ii)
the Executive’s willful engagement in embezzlement, misappropriation, or fraud, which is, in each case,
materially injurious to the Company;
(iii)
the Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony
(or state law equivalent), if such felony or other crime is work-related, materially impairs the Executive’s ability to perform
services for the Company; or
(iv)
the Executive’s material breach of any material obligation under this Agreement.
For
purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it
is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission
was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted
by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive
in good faith and in the best interests of the Company.
Termination
of the Executive’s employment shall not be deemed to be for Cause unless and until the Company delivers to the Executive a copy
of a resolution duly adopted by the affirmative vote of not less than a three-fifths (3/5) of the Board (after reasonable written notice
is provided to the Executive and the Executive is given an opportunity, together with counsel, to be heard before the Board), finding
that the Executive has engaged in the conduct described in any of (i)-(iv) above. Except for a failure, breach, or refusal which, by
its nature, cannot reasonably be expected to be cured, the Executive shall have ten (10) business days from the delivery of written notice
by the Company within which to cure any acts constituting Cause; provided however, that, if the Company reasonably expects irreparable
injury from a delay of ten (10) business days, the Company may give the Executive notice of such shorter period within which to cure
as is reasonable under the circumstances, which may include the termination of the Executive’s employment without notice and with
immediate effect.
(c)
For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following,
in each case during the Employment Term without the Executive’s written consent:
(i)
a reduction in the Executive’s Base Salary;
(ii)
a reduction in the Executive’s Bonus opportunity;
(iii)
a material relocation of the Executive’s principal place of employment;
(iv)
any material breach by the Company of any material provision of this Agreement;
(v)
the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to
perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken
place, except where such assumption occurs by operation of law;
(vi)
the Company’s failure to nominate the Executive for election to the Board and to use its best efforts
to have the Executive elected and re-elected, as applicable;
(vii)
a material, adverse change in the Executive’s title, authority, duties, responsibilities or in the reporting
structure applicable to the Executive (other than temporarily while the Executive is physically or mentally incapacitated or as required
by applicable law).
The
Executive cannot terminate employment for Good Reason unless the Executive has provided written notice to the Company of the existence
of the circumstances providing grounds for termination for Good Reason within 90 days of the initial existence of such grounds and the
Company has had at least 30 days from the date on which such notice is provided to cure such circumstances. If the Executive does not
terminate employment for Good Reason within 180 days after the first occurrence of the applicable grounds, then the Executive will be
deemed to have waived the right to terminate for Good Reason with respect to such grounds.
5.2
Non-Renewal by the Company, Without Cause, or for Good Reason.
The Employment Term and the Executive’s employment hereunder may be terminated by the Executive for Good Reason or by the Company
without Cause or on account of the Company’s failure to renew the Agreement in accordance with Section 1. In the event of such
termination, the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive’s compliance with Section
6 and Section 7 of this Agreement and the Executive’s execution of a release of claims in favor of the Company, its affiliates
and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming
effective within 90 days following the Termination Date (such 90-day period, the “Release Execution Period”), the
Executive shall be entitled to receive the following:
(a)
a lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and Target Bonus for
the year in which the Termination Date occurs, which shall be paid within 90 days following the Termination Date; provided that, if the
Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of
the second taxable year;
(b)
a payment equal to the product of (i) the Annual Bonus, if any, that the Executive would have earned for the
calendar year in which the Termination Date (as determined in accordance with Section 5.6) occurs based on achievement of the applicable
performance goals for such year/the Target Bonus and (ii) a fraction, the numerator of which is the number of days the Executive was
employed by the Company during the year of termination and the denominator of which is the number of days in such year (the “Pro-Rata
Bonus”). This amount shall be paid on the date that annual bonuses are paid to similarly situated executives, but in no event
later than two-and-a-half (2 1/2) months following the end of the calendar year in which the Termination Date occurs;
(c)
The treatment of any outstanding awards shall be determined in accordance with the terms of the Company’s
Global Incentive Plan and the applicable award agreements.
5.3
Notice of Termination. Any termination of the
Executive’s employment hereunder by the Company or by the Executive during the Employment Term shall be communicated by written
notice of termination (“Notice of Termination”) to the other party hereto in accordance with Section 27. The Notice
of Termination shall specify:
(a)
The termination provision of this Agreement relied upon;
(b)
To the extent applicable, the facts and circumstances claimed to provide a basis for termination of the Executive’s
employment under the provision so indicated; and
(c)
The applicable Termination Date.
5.4
Termination Date. The Executive’s “Termination
Date” shall be:
(a)
If the Executive’s employment hereunder terminates on account of the Executive’s death, the date
of the Executive’s death;
(b)
If the Executive’s employment hereunder is terminated on account of the Executive’s Disability,
the date that it is determined that the Executive has a Disability;
(c)
If the Company terminates the Executive’s employment hereunder for Cause, the date the Notice of Termination
is delivered to the Executive;
(d)
If the Company terminates the Executive’s employment hereunder without Cause, the date specified in
the Notice of Termination, which shall be no less than 90 days following the date on which the Notice of Termination is delivered; provided
that, the Company shall have the option to provide the Executive with a lump sum payment equal to 90 days’ Base Salary in lieu
of such notice, which shall be paid in a lump sum on the Executive’s Termination Date and for all purposes of this Agreement, the
Executive’s Termination Date shall be the date on which such Notice of Termination is delivered;
(e)
If the Executive terminates the Executive’s employment hereunder with or without Good Reason, the date
specified in the Executive’s Notice of Termination, which shall be no less than 90 days following the date on which the Notice
of Termination is delivered; and
(f)
If the Executive’s employment hereunder terminates because either party provides notice of non-renewal
pursuant to Section 1, the Renewal Date immediately following the date on which the applicable party delivers notice of non-renewal.
6.
Confidential Information. The Executive understands
and acknowledges that during the Employment Term, the Executive will have access to and learn about Confidential Information, as defined
below.
(a)
Confidential Information Defined.
For
purposes of this Agreement, “Confidential Information” includes, but is not limited to, all information not generally
known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: business processes,
practices, methods, operations, strategies, techniques, negotiations, know-how, trade secrets, technologies, vendor information, financial
information, marketing information, personnel information, vendor lists, market studies, sales information, revenue, product plans, customer
information, client information of the Company or its businesses or of any other person or entity that has entrusted information to the
Company in confidence and all derivatives, improvements and enhancements to the Company’s technology, products and initiatives
which are created or developed.
The
Executive understands that the above list is not exhaustive, and that Confidential Information also includes other information that is
marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential
or proprietary in the context and circumstances in which the information is known or used.
The
Executive understands and agrees that Confidential Information includes information developed by Executive in the course of employment
by the Company as if the Company furnished the same Confidential Information to the Executive in the first instance. Confidential Information
shall not include information that is generally available to and known by the public at the time of disclosure to the Executive; provided
that, such disclosure is through no direct or indirect fault of the Executive or person(s) acting on the Executive’s behalf.
(b)
Company Creation and Use of Confidential Information.
The
Executive understands and acknowledges that the Company has invested, and continues to invest, substantial time, money, and specialized
knowledge into developing its resources, creating a customer base, generating customer and potential customer lists, training its employees,
and improving its offerings. The Executive understands and acknowledges that as a result of these efforts, the Company has created, and
continues to use and create Confidential Information. This Confidential Information provides the Company with a competitive advantage
over others in the marketplace.
(c)
Disclosure and Use Restrictions.
The
Executive agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly
disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or
made available, in whole or part, to any entity or person whatsoever not having a need to know and authority to know and use the Confidential
Information in connection with the business of the Company except as required in the performance of the Executive’s authorized
employment duties to the Company or with the prior consent of the Company in each instance (and then, such disclosure shall be made only
within the limits and to the extent of such duties or consent); and (iii) not to access or use any Confidential Information, and not
to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents,
records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the Executive’s
authorized employment duties to the Company.
(d)
Permitted disclosures. Nothing herein shall be construed to prevent disclosure of Confidential Information
as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized
government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order,
provided that, to the extent permitted by law, the Executive gives the Company notice of such disclosure as soon as reasonably practicable
and cooperates with the Company to avoid or minimize such disclosure.
(e)
Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act
of 2016 (“DTSA”). Notwithstanding any other provision of this Agreement:
(i)
The Executive will not be held criminally or civilly liable under any federal or state trade secret law for
any disclosure of a trade secret that: (A) is made (1) in confidence to a federal, state, or local government official, either directly
or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is
made in a complaint or other document filed under seal in a lawsuit or other proceeding.
(ii)
If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law,
the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in
the court proceeding if the Executive: (A) files any document containing trade secrets under seal; and (B) does not disclose trade secrets,
except pursuant to court order.
The
Executive understands and acknowledges that the Executive’s obligations under this Agreement with regard to any particular Confidential
Information shall commence immediately upon the Executive first having access to such Confidential Information (whether before or after
the Executive begins employment by the Company) and shall continue during and after the Executive’s employment by the Company until
such time as such Confidential Information has become public knowledge other than as a result of the Executive’s breach of this
Agreement or breach by those acting in concert with the Executive or on the Executive’s behalf.
7.
Restrictive Covenants.
7.1
Acknowledgement.
The Executive understands that the nature of the Executive’s position gives the Executive access to and knowledge of Confidential
Information and places the Executive in a position of trust and confidence with the Company. The Executive understands and acknowledges
that the services the Executive provides to the Company are unique, special, or extraordinary. The Executive further understands and
acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive
importance and commercial value to the Company, and that improper use or disclosure by the Executive is likely to result in unfair or
unlawful competitive activity.
7.2
Non-Competition. Because of the Company’s
legitimate business interest as described herein and the good and valuable consideration offered to the Executive, during the Employment
Term and for six (6) months post termination, to run consecutively, beginning on the last day of the Executive’s employment with
the Company, the Executive agrees and covenants not to engage in Prohibited Activity within the ball launcher and sports analytics application
space.
For
purposes of this Section 7, “Prohibited Activity” is activity in which the Executive contributes the Executive’s
knowledge, directly or indirectly, in whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant, agent,
employee, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same
or similar business as the Company. Prohibited Activity also includes activity that may require or inevitably requires disclosure of
trade secrets, proprietary information, or Confidential Information.
Nothing
herein shall prohibit the Executive from purchasing or owning less than five percent (5%) of the publicly traded securities of any corporation,
provided that such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a
group that controls, such corporation.
This
Section 7 does not, in any way, restrict or impede the Executive from exercising protected rights to the extent that such rights cannot
be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction
or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.
7.3
Non-Solicitation of Employees. The Executive
agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment
of any employee of the Company, or attempt to do so, during the term here of and for 6 months post termination, to run consecutively,
beginning on the last day of the Executive’s employment with the Company.
7.4
Non-Solicitation of Customers.
The Executive understands and acknowledges that because of the Executive’s experience with and relationship to the Company, the
Executive will have access to and learn about much or all of the Company’s customer information. “Customer Information”
includes, but is not limited to, names, phone numbers, addresses, email addresses, order history, order preferences, chain of command,
decisionmakers, pricing information, and other information identifying facts and circumstances specific to the customer and relevant
to sales/services. The Executive understands and acknowledges that loss of this customer relationship and/or goodwill will cause significant
and irreparable harm.
The
Executive agrees and covenants, during the term hereof and for 6 months post termination, to run consecutively, beginning on the last
day of the Executive’s employment with the Company, not to directly or indirectly solicit, contact (including but not limited to
email, regular mail, express mail, telephone, fax, instant message, or social media), attempt to contact, or meet with the Company’s
current, former or prospective customers for purposes of offering or accepting goods or services similar to or competitive with those
offered by the Company.
8.
Remedies. In the event of a breach or threatened
breach by the Executive of Section 6 and Section 7 of this Agreement, the Executive hereby consents and agrees that the Company shall
be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such
breach or threatened breach from any court of competent jurisdiction, and that money damages would not afford an adequate remedy, without
the necessity of showing any actual damages. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies,
monetary damages, or other available forms of relief.
9.
Proprietary Rights.
9.1
Work Product. The Executive agrees to notify
the Company of and acknowledges and agrees that all right, title, and interest in and to all writings, works of authorship, technology,
inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, materials, improvements and all other
work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived, or reduced to practice
by the Executive individually or jointly with others during the Employment Term and relate in any way to the business or contemplated
business, products, activities, research, or development of the Company or result from any work performed by the Executive for the Company
(in each case, regardless of when or where prepared or whose equipment or other resources is used in preparing the same), all rights
and claims related to the foregoing, and all printed, physical and electronic copies, and other tangible embodiments thereof (collectively,
“Work Product”), as well as any and all rights in and to US and foreign (a) patents, patent disclosures and inventions
(whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other
similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (c) copyrights and copyrightable
works (including computer programs), [mask works,] and rights in data and databases, (d) trade secrets, know-how, and other confidential
information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all registrations
and applications for, and renewals and extensions of, such rights, all improvements thereto and all similar or equivalent rights or forms
of protection in any part of the world (collectively, “Intellectual Property Rights”), shall be the sole and exclusive
property of the Company.
9.2
Work Made for Hire; Assignment. The Executive
acknowledges that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all of the Work
Product consisting of copyrightable subject matter is “work made for hire” as defined in 17 U.S.C. § 101 and such copyrights
are therefore owned by the Company. To the extent that the foregoing does not apply, the Executive hereby irrevocably assigns to the
Company, for no additional consideration, the Executive’s entire right, title, and interest in and to all Work Product and Intellectual
Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation,
or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed
to reduce or limit the Company’s rights, title, or interest in any Work Product or Intellectual Property Rights so as to be less
in any respect than that the Company would have had in the absence of this Agreement. Any assignment of copyright hereunder (and any
ownership of a copyright as a work made for hire) includes all rights of paternity, integrity, disclosure and withdrawal and any other
rights that may be known as or referred to as “moral rights” (collectively, “Moral Rights”). To the extent
that such Moral Rights cannot be assigned under applicable law and to the extent that the following is allowed by the laws in the various
countries where Moral Rights exist, the Executive hereby waives such Moral Rights and consents to any action of the Company that would
violate such Moral Rights in the absence of such consent.
9.3
Further Assurances; Power of Attorney. During
and after the Employment Term, the Executive agrees to reasonably cooperate with the Company to (a) apply for, obtain, perfect, and transfer
to the Company the Work Product as well as any and all Intellectual Property Rights in the Work Product in any jurisdiction in the world;
and (b) maintain, protect and enforce the same, including, without limitation, giving testimony and executing and delivering to the Company
any and all applications, oaths, declarations, affidavits, waivers, assignments, and other documents and instruments as shall be requested
by the Company. The Executive hereby irrevocably grants the Company power of attorney to execute and deliver any such documents on the
Executive’s behalf in the Executive’s name and to do all other lawfully permitted acts to transfer the Work Product to the
Company and further the transfer, prosecution, issuance, and maintenance of all Intellectual Property Rights therein, to the full extent
permitted by law, if the Executive does not promptly cooperate with the Company’s request (without limiting the rights the Company
shall have in such circumstances by operation of law). The power of attorney is coupled with an interest and shall not be affected by
the Executive’s subsequent incapacity.
9.4
Maintenance of Records. Executive undertakes to keep and maintain adequate and current written records
of all Work Product and Intellectual Property Rights. The records will be in the form of devices, records, data, notes, reports, proposals,
lists, correspondence, specifications, drawings, blueprints, sketches, materials (whether written or otherwise), equipment, other documents
and property, or reproductions of any aforementioned items, all in sufficient detail and savable format. The records will be made available
to and remain the sole property of the Company at all times.
9.5
No License.
The Executive understands that this Agreement does not, and shall not be construed to, grant the Executive any license or right of any
nature with respect to any Work Product or Intellectual Property Rights or any Confidential Information, materials, software, or other
tools made available to the Executive by the Company.
9.6
Survival. The obligations set forth in this clause 9 are perpetual and shall survive termination of Agreement and the Executive’s
employment with the Company.
10.
Governing Law: Jurisdiction and Venue. This Agreement,
for all purposes, shall be construed in accordance with the laws of the State of New York without regard to conflicts of law principles.
Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located
in the located in the City of New York (and appellate courts thereof) Borough of Manhattan. The parties hereby irrevocably submit to
the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding
in such venue.
11.
Entire Agreement. Unless specifically provided
herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the
subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both
written and oral, with respect to such subject matter. The parties mutually agree that the Agreement can be specifically enforced in
court and can be cited as evidence in legal proceedings alleging breach of the Agreement.
12.
Modification and Waiver. No provision of this
Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Executive and by
the general counsel or chief legal officer of the Company. No waiver by either of the parties of any breach by the other party hereto
of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or
dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the parties
in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof
or the exercise of any other such right, power, or privilege.
13.
Severability. Should any provision of this Agreement
be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as
unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which
shall continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set
forth in this Agreement.
The
parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu
of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting
any or all of the offending provision, adding additional language to this Agreement, or by making such other modifications as it deems
warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law.
The
parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In
any event, should one or more of the provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not
modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set
forth herein.
14.
Captions. Captions and headings of the sections
and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference
to the caption or heading of any section or paragraph.
15.
Counterparts. This Agreement may be executed
in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same
instrument.
16.
Successors and Assigns. This Agreement is personal
to the Executive and shall not be assigned by the Executive. Any purported assignment by the Executive shall be null and void from the
initial date of the purported assignment. The Company may assign this Agreement to any successor or assign (whether direct or indirect,
by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company. This Agreement
shall inure to the benefit of the Company and permitted successors and assigns.
17.
Notice. Notices and all other communications
provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return
receipt requested, or by overnight carrier to the parties at the addresses set forth below (or such other addresses as specified by the
parties by like notice):
If
to the Company:
Connexa
Sports Technologies Inc.
2709
N. Rolling Road, Unit 138
Windsor
Mill, MD 21244
Attention:
Mark Radom
If
to the Executive:
2709
N. Rolling Road, Unit 138
Windsor Mill, MD 21244
18.
Withholding. The Company shall have the right
to withhold from any amount payable hereunder any applicable taxes in order for the Company to satisfy any withholding tax obligation
it may have under any applicable law or regulation.
19.
Survival. Upon the expiration or other termination
of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to
the extent necessary to carry out the intentions of the parties under this Agreement.
[signature
page follows]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
| CONNEXA SPORTS TECHNOLOGIES INC. |
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