EMPLOYMENT CONTRACT PDF

EMPLOYMENT CONTRACT (the “Agreement”) BETWEEN: Version Zero Limited, 86-90 Paul Street, London, EC2A 4NE (the “Employer”) AND Cameron Robert Millen, 170 Upper Street, London, N1 1RG (the “Employee”) 1. Job Title and Duties: 1.1...

EMPLOYMENT CONTRACT (the “Agreement”) BETWEEN: Version Zero Limited, 86-90 Paul Street, London, EC2A 4NE (the “Employer”) AND Cameron Robert Millen, 170 Upper Street, London, N1 1RG (the “Employee”) 1. Job Title and Duties: 1.1 The Employee shall be employed as a Founding Engineer, with responsibilities including but not limited to: 1.1.1 Leading the development and implementation of the company’s mobile applications. 1.1.2 Designing, building, and maintaining efficient, reusable, and reliable code while overseeing the overall architecture of software applications. 1.1.3 Establishing software development protocols, including coding standards, code reviews, source control management, build processes, and testing. 1.1.4 Ensuring scalability and security of all software and infrastructure components. 1.2 The duties of the Employee shall be reasonable and consistent with the job title and position and may evolve over time with the growth of the company. The Employee is expected to adapt to such changes constructively. 1.3 Work Hours and Overtime: 1.3.1 The Employee’s standard work hours will be from 8:30 AM to 5:30 PM, Monday through Friday. 1.3.2 Due to the nature of the role, the Employee may be required to work beyond the standard work hours to fulfil the duties of the position as the Employer may reasonably require from time to time. 1.3.3 The Employee is expected to manage their time effectively and maintain a consistent level of performance, understanding that the success of the company may occasionally require additional work hours. 1.4 Travel: 1.4.1 The Employee may be expected to travel within the United Kingdom and possibly abroad for business purposes. 1.4.2 Travel may be an essential part of the role for attending meetings, client engagements, or managing remote teams. 1.4.3 The Employer will provide reasonable advance notice of travel requirements, and all business-related travel expenses will be reimbursed in accordance with the company’s travel policy. Document Ref: 8HHI3-UXDRR-ZDJFH-JXRYZ Page 1 of 7  1.5 Outside Employment: 1.5.1 Outside Interests: The Employee may engage in outside employment or work, provided that they obtain prior written consent, which shall include email from their direct line manager which must not be unreasonably withheld. 1.5.2 Non-Compete Clause: Any non-Quizgecko related employment or work must not compete, directly or indirectly, now or following termination (in any event, no more than 12 months following termination of this Agreement), with any Group Company, unless prior written consent is obtained from the Employer. 1.5.3 Permission Disclaimer: The inclusion of this section does not obligate the Employer or the Employee’s line manager to grant permission for non-Quizgecko work. 2. Salary: 2.1 The Employee’s salary shall be £57,600 gross per annum. 2.2 The salary shall accrue on a daily basis and be payable calendar monthly in arrears. 3. Bonus Structure: 3.1 Definition and Calculation: 3.1.1 The Employee will be entitled to a bonus, calculated as 7.5% of the “Simplified Profits (as defined herein)” from the Employer’s mobile applications that the Employee wrote source code for that was used in both testing and production capacities. 3.1.2 “Simplified Profits” are defined as the total revenue generated from the mobile applications minus the costs directly associated with charging for these applications, specifically App Store payment processing fees as set out in Schedule 1. 3.1.3 The Employee reserves the right to access all of the data needed to calculate the 7.5% of Simplified Profits, including all of the costs set out in Schedule 1 and all of the revenue data generated from the mobile applications. 3.2 Payment Schedule: 3.2.1 The bonus will be calculated on a monthly basis beginning 1 January 2024. 3.2.2 The bonus for profits generated in a specific month will be payable by the end of the following month. 3.3 Duration of Bonus Scheme: 3.3.1 This bonus structure will be in place for a minimum period of 12 months from the Commencement Date of this Agreement. 3.3.2 The Employee must remain continuously employed with the Employer during this 12-month period to be eligible for the bonus. 3.3.3 Termination of Employment and Bonus Eligibility: In the event of termination of the Employee's employment for any reason, whether initiated by the Employer or the Employee, the Employee shall be entitled to any earned bonus payments calculated pro-rata up to and including the final day of employment. All bonus eligibility ceases immediately upon the effective date of termination. Document Ref: 8HHI3-UXDRR-ZDJFH-JXRYZ Page 2 of 7  3.4 Review and Adjustment: 3.4.1 The Employer reserves the right to review and adjust the bonus structure after the initial 12-month period, in line with the business performance and in any event, with the prior written consent of the Employee with the Employee. 4. Location: 4.1 The Employee’s normal place of work shall be remote. 4.2 The Employer reserves the right to request the Employee to commute to alternate locations for business purposes, provided the Employer gives the Employee reasonable advance notice. 5. Holiday and Sickness: 5.1 The Employee shall be entitled to: 25 working days of annual holiday per calendar year, exclusive of United Kingdom bank holidays. Sick pay as per the company’s policies and procedures, including the ability to carry over up to 10 days of accrued but unused holiday to the following calendar year, with the requirement to use all carry over days before 31 March of the following year. 5.2 The holiday and sickness year shall run from 1st January to 31st December. 5.3 The Employee must obtain written permission from their manager (via email or other written forms) for requesting and taking holiday and sickness leave. The Employee is also required to report sickness absence directly to their manager in accordance with this procedure. 6. Start Date: The Employee’s start date shall be 1st January 2024. 7. Probation: 7.1 The Employee’s continuity of employment shall be from the original start date at Version Zero Limited, namely 28th November 2023. 7.2. The duration of the probation period shall be 90 calendar days, concluding on 26th February 2024, unless terminated earlier as agreed by the Employer. 8. Notice Period: 8.1. Notice. Either party may terminate this Agreement by giving the other party two months' written notice. The notice must be provided in a form that can be evidenced in writing, such as letter or email. 8.2. Termination without notice. The Employer may terminate this Agreement without notice and with immediate effect if the Employee commits any act that constitutes serious misconduct, a serious breach of this Agreement, or a serious breach of the duties as set out in Clause 1. Examples include, but are not limited to, theft, fraud, acts of Document Ref: 8HHI3-UXDRR-ZDJFH-JXRYZ Page 3 of 7  violence, abusive or indecent behaviour, or being charged or convicted of a criminal offence. 9. Employment Status: 9.1. Permanent Employment. The Employee is engaged on a permanent and full-time basis as a Founding Engineer, with responsibilities including those outlined in Clause 1. The Employee’s continued employment is subject to compliance with the terms of this Agreement. 10. Visas, Background Checks, etc.: 10.1 The Employer’s employment offer is contingent upon the Employee proving that they have the legal right to work in the United Kingdom or their ability to secure that legal right through a valid visa or work permit application. 10.2 The Employee must pass any background checks conducted by the Employer during the Probation Period. 10.3 The Employee acknowledges that failure to meet the requirements of the background checks may result in the termination of their employment. 11. Confidential Information and Intellectual Property: 11.1 Confidentiality Obligation: The Employee acknowledges that in the course of employment, they will have access to and may be entrusted with information in respect of the business and finances of the Employer and its clients and suppliers, which is confidential in nature. The Employee agrees that they shall not (except in the proper course of their duties), either during the term of their employment or at any time after its termination, use for themselves or for others, or disclose or permit the disclosure of any such information. This includes but is not limited to technical data, trade secrets, business operations, formulas, product development information, customer and supplier lists, marketing information, and any other business-related information reasonably considered proprietary and confidential by the Employer. 11.2 Intellectual Property: All intellectual property created, designed, developed, or otherwise coming into existence by virtue of the Employee’s employment with the Employer, and for the avoidance of doubt in accordance with the Employee’s duties (as specified in Clause 1), shall be the sole and exclusive property of the Employer. The Employee agrees to assign, and hereby assigns to the Employer all right, title, and interest in and to any such intellectual property, including patents, designs, trademarks, copyrights, and trade secrets, and shall execute all documents and perform all lawful acts that the Employer deems necessary to establish and protect its intellectual property rights. 11.3 Non-Disclosure: The Employee shall not disclose any confidential information to any third party without the express written consent (which shall include email) of the Employer. In the event that the Employee is required by law to disclose any confidential information, the Document Ref: 8HHI3-UXDRR-ZDJFH-JXRYZ Page 4 of 7  Employee shall promptly notify the Employer to allow the Employer to seek a protective order or other appropriate remedy. 11.4 Requesting Policies: If the Employee is unclear about any aspect of the confidentiality obligation or intellectual property rights, they may request clarification and relevant policies from their line manager. 11.5 Return of Property: Upon termination of employment, or upon the Employer’s request at any time, the Employee shall return to the Employer all materials and documents, including copies, that contain or refer to confidential information, as well as all other property belonging to the Employer. 11.6 Continuing Obligation: The Employee’s duty to maintain the confidentiality of information as set forth in this Agreement shall remain in effect even after the termination of the Employee’s employment with the Employer and shall continue for as long as such information remains confidential, but in no event shall this obligation extend beyond two (2) years from the date of termination of employment. 12. Notifying Changes: The Employee must notify the Employer in writing of any changes to their personal information, including name, address, marital status, immigration status, or next of kin, within one month of such change. 13. Entire Agreement: 13.1 This Agreement constitutes the complete and exclusive statement of agreement and understanding between the parties relating to the Employee’s employment with the Employer. 13.2 This Agreement supersedes and excludes all prior or contemporaneous proposals, understandings, agreements, or representations, whether oral or written, with respect to its subject matter. 14. Governing Law and Jurisdiction: 14.1 This Agreement shall be governed by and construed in accordance with English law. 14.2 The parties agree to submit to the non-exclusive jurisdiction of the English courts for any disputes or claims related to this Agreement. Document Ref: 8HHI3-UXDRR-ZDJFH-JXRYZ Page 5 of 7  IN WITNESS WHEREOF, the parties have executed this Employment Contract as of the date first written above. For the Employer: Version Zero Limited Signature: ___________________________ Print Name: James Blackwell Title: Director 2024-01-01 Date: ________________________________ For the Employee: Signature: ___________________________ Print Name: Cameron Millen 2023-12-31 Date: ________________________________ Document Ref: 8HHI3-UXDRR-ZDJFH-JXRYZ Page 6 of 7  Schedule 1 Below are all the costs that will offset revenue. If costs are not listed here, they may not be included in the costs part of the calculation of Simplified Profits (as set out at Clause 3.1.2). Cost Definition Fees directly associated with processing payments and purchases on the Google or App Store Fees Apple app stores. This includes Apple’s 15-30% In App Purchases (IAP) fee and Google’s Service fees of 15-30% Document Ref: 8HHI3-UXDRR-ZDJFH-JXRYZ Page 7 of 7 Signature Certificate Reference number: 8HHI3-UXDRR-ZDJFH-JXRYZ Signer Timestamp Signature Cameron Millen Email: [email protected] Sent: 30 Dec 2023 14:38:05 UTC Viewed: 31 Dec 2023 12:42:35 UTC Signed: 31 Dec 2023 12:44:06 UTC Recipient Verification: IP address: 86.12.81.243 ✔Email verified 31 Dec 2023 12:42:35 UTC Location: Hackney, United Kingdom James Blackwell Email: [email protected] Sent: 30 Dec 2023 14:38:05 UTC Viewed: 30 Dec 2023 14:38:08 UTC Signed: 01 Jan 2024 11:06:00 UTC Recipient Verification: IP address: 46.208.218.91 ✔Email verified 30 Dec 2023 14:38:15 UTC Location: Harrogate, United Kingdom Document completed by all parties on: 01 Jan 2024 11:06:00 UTC Page 1 of 1 Signed with PandaDoc PandaDoc is a document workflow and certified eSignature solution trusted by 50,000+ companies worldwide.