Unassociated Document


    FORM
      OF EMPLOYMENT AGREEMENT

    Coro
      Ware Technologies, Inc.

    


    This
      EMPLOYMENT AGREEMENT ("Agreement")
      is
      made and entered into this ___ day of _____ 2006 effective as of _______, 2006
      by and between _____________ (the "Employee")
      and
      CoroWare Technologies, Inc., a Florida corporation (the "Corporation").
      Collectively, the Corporation and the Employee are referred to herein as the
      "Parties"
      and
      sometimes individually as a "Party."

    


    


    RECITALS:

    


    
      	 	
              A.

            	
              Corporation
                is in the primary business of developing, marketing and selling software
                engineering solutions for the robotic and general marketplace for
                use in
                the operation of robots and automated systems for the industrial
                and
                service markets as well as enterprise wide software solutions.
                

            


    

    


    
      	 	
              B.

            	
              Employee
                has substantial experience that the Corporation believes to be valuable
                to
                it.

            


    

    


    
      	 	
              C.

            	
              The
                Corporation desires to employ the Employee and the Employee desires
                to
                accept such employment.

            


    

    


    NOW
      THEREFORE, in consideration of the promises, mutual covenants and agreements
      contained herein, and for other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, the Corporation and the Employee
      do hereby agree as follows:

    


    1. Employment
      and Duties.
      On the
      terms and subject to the job conditions set forth in this Agreement, the
      Corporation shall employ the Employee as the ______, and to perform such duties
      as are consistent with such position as may be assigned, from time to time,
      by
      the president of the Corporation and to render such additional services and
      discharge such other responsibilities as the Corporation may, from time to
      time,
      stipulate.

    


    2. Performance.
      The
      Employee accepts the employment described in Paragraph
      1
      of this
      Agreement and agrees to devote all of his business time and efforts to the
      faithful and diligent performance of the services described therein, including
      the performance of such other services and responsibilities as the Corporation
      may, from time to time, stipulate. 

    


    3. Term.
      The
      term of employment under this Agreement is effective as of ________, 2006 (the
      "Commencement
      Date")
      and
      shall remain in effect for a period of one (1) year from the date Employee
      first
      became an Employee, ending on _______ (the “Termination
      Date”)
      (and
      each subsequent one year anniversary, if extended, as provided herein shall
      also
      be referred to herein as a Termination Date) unless sooner terminated hereunder
      (the "Employment
      Period").
      This
      Agreement shall be automatically extended each year for an additional one (1)
      year period unless terminated by either party by giving written notice to the
      other no less than sixty (60) days prior to the Termination Date.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    4.  Compensation.
      

    


    a.
      Salary.
      During
      the Term, the Corporation shall pay the Employee a salary in the amount of
      ___________________ Dollars ($________) per month. payable monthly in accordance
      with regular payroll practices.

    


    b.
      Bonus.
      Employee shall be entitled to an annual incentive bonus for the first twelve
      month period of employment based on sales of no less than $1.9 Million for
      that
      twelve month period of employment. If the Corporation achieves sales of $1.9
      million, Employee shall receive a bonus equal to 10% of salary. For each $75,000
      in excess of $1.9 million, Employee shall receive an additional bonus of 1%
      of
      salary up to a maximum of an additional 10% of salary for a total of 20% of
      salary. Such bonus shall be payable only upon declaration by the Board of
      Directors.

    


    c.
      Stock
      Options.
      Innova
      Holdings, Inc., parent corporation to the Corporation, shall grant _______
      stock
      options in the first year of employment only to the Employee pursuant to the
      Stock Option Plan of Innova Holdings, Inc. at an exercise price of $0.018 per
      share. All options shall vest annually from the grant date over a three year
      period and shall terminate on the tenth anniversary of the date of grant.
      Thereafter, the grant of additional options, if any, shall be in the sole
      discretion of the Board of Directors of Innova Holdings, Inc.

    


    d.
      Vacation.
      The
      Employee shall have 10 days of paid vacation
      in each twelve month period earning such vacation pro-rata during the twelve
      month employment period beginning on the Commencement Date.

    


    5. Benefits.
      The
      Employee shall be eligible for such benefits as are offered to other Employees
      of Innova Holdings, Inc. in similar positions and on such terms as the
      Corporation shall determine in its sole discretion which as of the current
      date
      includes an Employee medical program which includes health, dental and vision
      coverage.

    


    6. Location.
      The
      Employee shall perform the duties required of him at the office of the
      Corporation located in the state of Washington as designated by the Corporation
      or at such other locations as the Corporation may specify from time to
      time.

    


    7. Surrender
      of Properties.
      Upon
      termination of the Employee's employment with the Corporation, regardless of
      the
      cause therefore, the Employee shall promptly surrender to the Corporation all
      property provided Employee by the Corporation for use in relation to Employee’s
      employment, and, in addition, the Employee shall surrender to the Corporation
      any and all business plans, marketing, sales, system integrators, production,
      financial and tax records, accounting and budget work papers, correspondence
      relating to SEC or legal matter, any other materials related to financial or
      SEC
      matters, sales materials, lists of customers and prospective customers, price
      lists, files, patent applications, records, models, software files, customer
      documentation, CoroWare internal or confidential documentation, listings, copies
      of Windows® software, or other materials and information of or pertaining to the
      Corporation or its customers or prospective customers or the products, business,
      and operations of the Corporation.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8. Confidentiality
      of Information; Duty of Non-Disclosure.

    


    (a) The
      Employee acknowledges and agrees that Employee’s employment by the Corporation
      under this Agreement necessarily involves Employee’s understanding of and access
      to certain trade secrets and confidential information pertaining to the business
      of the Corporation. Accordingly, the Employee agrees that at all times after
      the
      date of this Agreement Employee will not, directly or indirectly, without the
      express written consent of the Corporation, disclose to or use for the benefit
      of any person, corporation or other entity, or for Employee any and all files,
      trade secrets or other confidential information concerning the internal affairs
      of the Corporation, including, but not limited to, information pertaining to
      its
      trade secrets, business plans, clients, services, products, earnings, finances,
      manufacturing, operations, suppliers, methods or other activities, including
      without limitation its overseas network of suppliers and other relations,
      methods, distribution system or other activities ("Proprietary
      Information");
      provided, however, that the foregoing shall not apply to information which
      is of
      public record or is generally known, disclosed or available to the general
      public or the industry generally. Further, the Employee agrees that Employee
      shall not, directly or indirectly, remove or retain, without the express prior
      written consent of the Corporation, and upon termination of this Agreement
      for
      any reason shall return to the Corporation, any figures, calculations, letters,
      papers, records, computer disks, computer print-outs, lists, documents,
      instruments, drawings, designs, programs, brochures, sales literature, business
      plans or any copies thereof, or any information or instruments derived
      therefrom, or any other similar information of any type or description, however
      such information might be obtained or recorded, arising out of or in any way
      relating to the business of the Corporation or obtained as a result of his
      Employment by the Corporation except as disseminated to the public at large
      or
      industry generally. The Employee acknowledges that all of the foregoing are
      proprietary information, and are the exclusive property of the Corporation.
      The
      covenants contained in this Section 8 shall survive Employee’s employment and
      the termination of this Agreement.

    


    (b) The
      Employee agrees and acknowledges that the Corporation does not have any adequate
      remedy at law for the breach or threatened breach by the Employee of Employee’s
      covenant, and agrees that the Corporation shall be entitled to injunctive relief
      to bar the Employee from such breach or threatened breach in addition to any
      other remedies which may be available to the Corporation at law or in
      equity.

    


    9. Inventions,
      Designs and Secrecy.
      Except
      as otherwise provided in this Section 9, the Employee: (a) shall hold
      in a fiduciary capacity for the benefit of the Corporation all secret or
      confidential information, knowledge, or data of the Corporation or its business
      operations obtained by the Employee during Employee’s employment by the
      Corporation, which shall not be generally known to the public or recognized
      as
      standard practice (whether or not developed by the Employee) and shall not,
      during his employment by the Corporation and after the termination of such
      Employment for any reason, communicate or divulge any such information,
      knowledge or data to any person, firm or corporation other than the Corporation
      or persons, firms or corporations designated by the Corporation; (b) shall
      promptly disclose to the Corporation all designs, inventions, software programs,
      ideas, devices, and processes made or conceived by Employee alone or jointly
      with others, from the time of entering the Corporation's employment until such
      employment is terminated and within the six  (6) month period immediately
      following such termination, relevant or pertinent in any way, whether directly
      or indirectly, to the Corporation's business or production operations or
      resulting from or suggested by any work which the Employee may have done for
      the
      Corporation or at its request; (c) shall, at all times during his
      Employment with the Corporation, assist the Corporation in every proper way
      (entirely at the Corporation's expense) to obtain and develop for the
      Corporation's benefit patents or copyrights on such on such designs, software
      programs, inventions, ideas, devices and processes including without limitation
      software code, software, and software files and listings to be used with
      industrial automation and industrial robots, whether or not patented;
      trademarked, or copyrighted and (d) shall do all such acts and execute,
      acknowledge and deliver all such instruments as may be necessary or desirable
      in
      the opinion of the Corporation to vest in the Corporation the entire interest
      in
      such designs, inventions, ideas, devices, and processes referred to above.
      The
      foregoing to the contrary notwithstanding, the Employee shall not be required
      to
      assign or offer to assign to the Corporation any of the Employee's rights in
      any
      invention for which no equipment, supplies, facility, or trade secret
      information of the Corporation was used and which was developed entirely on
      the
      Employee's own time, unless (a) the design or invention related to
      (i) the business of the Corporation or (ii) the Corporation's actual
      or demonstrably anticipated research or development, or (b) the design,
      software or invention results from any work performed by the Employee for the
      Corporation. The Employee acknowledges Employee’s prior receipt of written
      notification of the limitation set forth in the preceding sentence and the
      Employee's obligation to assign or offer to assign to the Corporation the
      Employee's rights in designs and inventions. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    10. Covenant
      Not to Compete.

    


    (a) During
      Employment Period.
      During
      the Employment Period, the Employee shall not engage its services for a firm
      or
      business that directly or indirectly competes with the business activities
      of
      the Corporation and its subsidiaries, nor engage in or in any manner be
      connected or concerned, directly or indirectly, whether as an officer, director,
      stockholder, partner, owner, employee, creditor, or otherwise, with the
      operation, management, or conduct of any business that competes with or is
      of a
      nature similar to that of the Corporation. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Following
      Termination of Employment Period.
      Within
      the one (1) year period immediately following the later of the end of the
      Employment Period or termination of the Employee's Employment with the
      Corporation, for any reason except as set forth below, the Employee shall not,
      without the prior written consent of the Corporation, which consent may be
      withheld at the sole discretion of the Corporation: (a) engage in or in any
      manner work on, or be connected or concerned, directly or indirectly, whether
      as
      an officer, director, stockholder, partner, owner, employee, creditor, or
      otherwise with the operation, management, or conduct of any business that is
      working on any project or similar type project or related area of work that
      the
      Employee participated in while with the Corporation or is directly competitive
      with the Corporation, anywhere in the United States, and any other area in
      which
      the Corporation is, or reasonably contemplating, doing business at the time
      of
      such termination ; (b) solicit, contact, interfere with, or divert any
      customer served by the Corporation, or any prospective customer identified
      by or
      on behalf of the Corporation, during the Employee's Employment with the
      Corporation; or (c) solicit any person then or previously employed by the
      Corporation to join the Employee, whether as a partner, agent, employee or
      otherwise, in any enterprise engaged in a business similar to the business
      of
      the Corporation being conducted at the time of such termination. For purposes
      of
      this Agreement, the business is deemed to be the development and maintenance
      of
      computer software, controls, and hardware electronics for use in robotics,
      manufacturing, motion control, and automation industries and that all such
      software and hardware is owned and shall be exclusively owned by the
      Corporation.

    


    The
      covenants contained in this Paragraph
      10
      shall
      survive the termination of Employee's employment under this
      Agreement.

     

    11. Severability.
      The
      covenants of the Employee contained in Sections 8, 9, and 10 of this
      Agreement shall each be construed as an agreement independent of any other
      provision in this Agreement, and the existence of any claim or cause of action
      of the Employee against the Corporation, whether predicated on this Agreement
      or
      otherwise, shall not constitute a defense to the enforcement by the Corporation
      of such covenants. Both parties hereby expressly agree and contract that it
      is
      not the intention of either party to violate any public policy, or statutory
      or
      common law, and that if any sentence, paragraph, clause, or combination of
      the
      same of this Agreement is in violation of the law, such sentence, paragraph,
      clause or combination of the same shall be void, and the remainder of such
      paragraph and this Agreement shall remain binding on the parties to make the
      covenants of this Agreement binding only to the extent that it may be lawfully
      done. In the event that any part of any covenant of this Agreement is determined
      by a court of law to be overly broad thereby making the covenant unenforceable,
      the parties hereto agree, and it is their desire, that such court shall
      substitute a judicially enforceable limitation in its place, and that as so
      modified the covenant shall be binding upon the parties as if originally set
      forth herein.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    12. Termination.

    


    (a) Termination
      for Just Cause.
      The
      Corporation shall have the option to terminate the Employment Period, effective
      immediately upon written notice of such termination to the Employee, for Just
      Cause. For purposes of this Agreement, the term "Just Cause" shall mean the
      occurrence of any one or more of the following events: (a) the death or
      permanent total disability of the Employee or Employee’s absence from active
      Employment by reason of illness or incapacity for a period of sixty (60)
      consecutive days; (b) the breach by the Employee of Employee’s covenants
      under this Agreement; (c) the commission by the Employee of theft or
      embezzlement of Corporation property or other acts of dishonesty; (d) the
      commission by the Employee of a crime resulting in injury to the business,
      property or reputation of the Corporation or any affiliate of the Corporation
      or
      commission of other significant activities harmful to the business or reputation
      of the Corporation or any affiliate of the Corporation; (e) the willful refusal
      to perform or substantial neglect of the activities to be performed by the
      Employee pursuant to Section 1 
      hereof;
      or (f) termination of the business of the Corporation for any reason.


    


    Upon
      termination of the Employment period for Just Cause, the Employee shall have
      no
      rights to any future fees for any period beyond the effective date of
      termination.

    


    (b) Termination
      without Just Cause.
      If the
      Employment Period is terminated by the Corporation without Just Cause during
      the
      first twelve month period of employment, the Employee shall receive a payment
      equal to the lesser of (i) one month of his current salary or (ii) the
      difference between the Salary he has already been paid for services and his
      annual Salary. 

    


    If
      Employee is terminated for Just Cause, Employee shall be entitled only to
      reimbursement for Benefits and Salary accrued but unpaid through the date of
      termination and shall receive no amount for severance.

     

    14. General
      Provisions.
      

    


    (a) Goodwill.
      The
      Corporation has invested substantial time and money in the development of its
      products and services, soliciting clients and creating goodwill. By accepting
      this Employment Agreement with the Corporation, the Employee acknowledges that
      the customers are the customers of the Corporation and that any goodwill created
      by the Employee belongs to and shall inure to the benefit of the
      Corporation.

    


    (b) Notices.
      Any
      notice required or permitted hereunder shall be made in writing (i) either
      by
      actual delivery of the notice into the hands of the party thereunder entitled,
      o
      (ii) by the mailing of the notice in the United States mail, certified or
      registered mail, return receipt requested, all postage prepaid and addressed
      to
      the party to whom the notice is to be given at the party's respective address
      as
      set forth in the records of the Corporation.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      notice shall be deemed to be received in case (i) on the date of its actual
      receipt by the party entitled thereto and in case (ii) on the date which is
      three (3) days after its mailing.

    


    (c) Amendment
      and Waiver.
      No
      amendment or modification of this Agreement shall be valid or binding upon
      the
      Corporation unless made in writing and signed by an officer of the Corporation
      duly authorized by the Board of Directors or upon the Employee unless made
      in
      writing and signed by Employee. The waiver by the Corporation of the breach
      of
      any provision of this Agreement by the Employee shall not operate or be
      construed as a waiver of any subsequent breach by Employee. The waiver by the
      Employee of the breach of any provision of this Agreement by the Corporation
      shall not operate or be construed as a waiver of any subsequent breach by
      Corporation.

    


    (d) Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties with respect
      to
      the Employee's duties and payment as an Employee to the Corporation, and there
      are no representations, warranties, agreements or commitments between the
      parties hereto with respect to Employee’s Employment except as set forth
      herein.

    


    (e) Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the internal
      laws (and not the law of conflicts) of the State in which the Employee is
      employed at the time of Termination. The Parties acknowledge and agree that
      any
      dispute resolution regarding the Employee’s employment shall be adjudicated in
      any Federal court located in the State in which the Employee is employed at
      the
      time of Termination, unless otherwise mutually agreed by the
      parties.

    


    (f) Severability.
      If any
      provision of this Agreement shall, for any reason, be held unenforceable, such
      provision shall be severed from this Agreement unless, as a result of such
      severance, the Agreement fails to reflect the basic intent of the parties.
      If
      the Agreement continues to reflect the basic intent of the parties, then the
      invalidity of such specific provision shall not affect the enforceability of
      any
      other provision herein, and the remaining provisions shall remain in full force
      and effect.

    


    (g) Assignment.
      The
      Employee may not under any circumstances delegate any of Employee’s rights and
      obligations hereunder without first obtaining the prior written consent of
      the
      Corporation. This Agreement and all of the Corporation's rights and obligations
      hereunder may be assigned or transferred by it, in whole or in part, to be
      binding upon and inure to the benefit of any subsidiary or successor of the
      Corporation.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (h) Costs
      of Enforcement.
      In the
      event of any suit or proceeding seeking to enforce the terms, covenants, or
      conditions of this Agreement, the prevailing party shall, in addition to all
      other remedies and relief that may be available under this Agreement or
      applicable law, recover its or its reasonable attorneys' fees and costs as
      shall
      be determined and awarded by the court.

    


    IN
      WITNESS WHEREOF, this Agreement is entered into as of the day and year first
      above written.

     

    
      
        	
                EMPLOYEE:

              	 	
                CORPORATION:

                CoroWare Technologies,
                  Inc.

              
	 	 	 
	 	 	
                By:

              	 
	 	 	 	 
	 	 	
                Its:

              	 
	 	 	 


      



    Approved
      by Innova Holdings, Inc.

    


    By:
      _______________________________________