DRAFT Employment Contract.pdf

EMPLOYMENT CONTRACT BETWEEN: Version Zero Limited, 86-90 Paul Street, London, EC2A 4NE (the "Employer") AND Cameron 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 li...

EMPLOYMENT CONTRACT BETWEEN: Version Zero Limited, 86-90 Paul Street, London, EC2A 4NE (the "Employer") AND Cameron 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 fulfill the duties of the position. 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 businessrelated travel expenses will be reimbursed in accordance with the company's travel policy. 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 from their direct line manager. 1.5.2 Non-Compete Clause: Any non-Brandwatch employment or work must not compete, directly or indirectly, now or in the future, 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-Brandwatch 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 8% of the "simplified profits" from the Employer's mobile applications that the Employee helped to develop. 3.1.2 "Simplified profits" are defined as the total revenue generated from the mobile applications minus the costs directly associated with running these applications, specifically OpenAI costs and infrastructure costs. 3.2 Payment Schedule: 3.2.1 The bonus will be calculated on a monthly basis. 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. 3.4 Review and Adjustment: 3.4.1 The Employer reserves the right to review and adjust the bonus structure after the initial 12month period, in line with the business performance and in agreement 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. 5. Holiday and Sickness: 5.1 The Employee shall be entitled to: 25 days of annual holiday per calendar year 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 follow the Company's policies and procedures for requesting and taking holiday and sickness leave, and must adhere to the requirements for reporting sickness absence as outlined in the company's policies. 6. Start Date: The Employee's start date shall be 1st January 2024. 7. Probation: The Employee's continuity of employment shall be from the original start date at Version Zero Limited. 8. Notice Period: 8.1 The notice period for terminating this Agreement shall be 3 months. 8.2 Either party may terminate this Agreement by providing written notice to the other party, in accordance with the notice period. 9. Employment Status: 9.1 The Employee's employment status shall be permanent and full-time. 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. 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, know-how, business operations, strategies, formulas, product development information, customer and supplier lists, marketing information, and any other business-related information 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 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 of the Employer. In the event that the Employee is required by law to disclose any confidential information, the 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, for any reason, 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 five (5) 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. 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 Date: ________________________________ For the Employee: Signature: ___________________________ Print Name: Cameron Millen Date: ________________________________