ex10_1.htm


    
      

    

    Exhibit
10.1

     

    


     

    JAC
COMPUTER SERVICES LTD

     

    EMPLOYMENT
CONTRACT

     

     

     

    This
contract sets out the main particulars of the terms and conditions of employment
with JAC Computer Services Limited, hereinafter called the
Company.  This contract acts as the Principal Statement under the
Employment Rights Act 1996.

     

     

    Employee
Name:_______Robert D
Tysall-Blay______________________________________

     

     

    Original
Date of Commencement:____June1st2003_________________________________

     

     

    Date
of Commencement of Revised Contract:____May 1, 2008___________

     

     

    Date
of Continuous Service: -  ____June 1st
2003

     

     

    Job
Title:_____Chief Executive Officer – JAC Computer Services Ltd. (“the
Company”)______________

     

     

    Duties:

     

    You
will report directly to the President and Chief Executive Officer (your
“Manager”)of Mediware Information Systems,
Inc.  (“Mediware”).

     

    You
will be responsible for overseeing the day to day operation of the Company on
behalf of the Mediware, based in Kansas, USA.  Key objectives will be
to ensure appropriate governance of the Company, compliance with corporate
policies and goals and identify areas of growth. In addition to management of
the Company the position will involve representing Mediware in other
international territories as instructed and taking such other actions and
fulfilling such other duties as instructed by your Manager.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    The
position includes being a board member of the Company, but only during the term
of employment. As an officer of the Company you owe statutory and common law
duties to the Company  which include but are not limited to the
following:

     

    At
all times you must:

     

    
      	
               
      

            	
              -

            	
              act
      for proper purpose within the limits of the Company’s
      constitution;

            


    

     

    
      	
               
      

            	
              -

            	
              act
      in good faith and to promote the success of the Company for the benefit of
      Mediware  having regard to the likely consequences of any
      decision in the long term; the interests of the Company’s employees; the
      need to foster the Company’s business relationships (on behalf of the
      shareholders) with suppliers, customers and others; the impact of the
      Company’s operations on the community and the environment; the
      desirability or the Company maintaining a reputation for high standards of
      business conduct; and the need to act fairly as between members of the
      Company; (and in certain circumstances, act in the best interests of its
      creditors);

            


    

     

    
      	
               
      

            	
              -

            	
              exercise
      independent judgment on behalf of the Company’s
    shareholder;

            


    

     

    
      	
               
      

            	
              -

            	
              exercise
      reasonable care,  skill and diligence when performing all
      duties;

            


    

     

    
      	
               
      

            	
              -

            	
              not
      allow personal interests or a duty to a third party to conflict with the
      interest of the Company  unless with authorisation of the Board
      of Directors;-

            


    

     

    
      	
               
      

            	
              -

            	
              not
      profit from his position and receive any benefit from a third party
      without the Company’s agreement except where it does not give rise to a
      conflict of interest;-

            


    

     

    
      	
               
      

            	
              -

            	
              declare
      the nature and extent of any direct or indirect interest that you may have
      in a proposed transaction or arrangement except where it is unlikely to
      give rise to a conflict of
interest;-

            


    

     

    
      	
               
      

            	
              -

            	
              declare
      to the Board of Directors the nature and extent of any direct or indirect
      interest that you may have in a transaction or arrangement except where it
      is unlikely to give rise to a conflict of
  interest

            


    

     

    Salary:

     

    Basic
salary will be paid at £95,590 p.a.

     

    Your
salary will be paid monthly in arrears.  Payment to be made by credit
transfer on the last working day of the month.  Salary will be
reviewed annually by Mediware on the anniversary of the Original date of
commencement.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      1 
Normal
Hours of Work

    

     

    Normal
business hours are from 9.00 a.m. to 5.30 p.m., Monday to
Friday.  However subject to applicable statutory regulations you will
be expected to work the necessary hours needed to fulfil your
duties.

     

    Compensation
Plan

     

    A
compensation plan (in addition to the salary outlined herein) is provided as
part of your terms of engagement and will be outlined separately to this
employment contract. This Plan, together with the principal terms set out in
this statement, form your Contract of employment with the Company

     

    Expenses

     

    You
will be entitled to be reimbursed for all reasonable expenses incurred as part
of your duties. These include but are not limited to accommodation, travel and
subsistence. All expenses are subject to review and approval by your Manager.
Claims for expenses are subject to adherence to the Company’s expense
policy.

     

    Car
Allowance

     

    The
following car allowance is provided and is intended to cover the cost of using
your own personal car on company business. The allowance covers all costs
including Lease, maintenance, tax, insurance and general wear and tear but is
exclusive of fuel costs which are to be claimed separately under the Company’s
expense policy

     

    Car
Allowance:-  £833/month paid monthly in arrears and subject to annual
review.

     

     

    
      2 
Place
of Work

    

     

    Your
normal place of work will be Claygate, New Town Road, Storrington, West Sussex,
RH20 4JJ or such other place as you are required to work from time to time by
the Company.

     

     

    
      3 
Holidays

    

     

    You
will be entitled to 20 days holiday per year, plus public
holidays.  Entitlement will commence from the original date of
commencement and increase after one years service by 1 day for each year of
service completed, and will continue to increase each year after until reaching
a maximum of 25 days.  Holidays must be agreed with your immediate
Manager, and at least seven days notice of intention to take leave should be
given.  Failure to comply with the seven day notice period may result
in the request being refused.  Holidays must be taken at times that
accommodate the needs of the Company, and cannot be carried forward beyond the
end of the calendar year unless agreed in writing by the Company. You will be
entitled to accrued holiday pay on termination. Accrued holiday pay will be
calculated on the basis of basic salary plus car allowance divided by 260 and
multiplied by the number of days accrued

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      4 
Notice

    

     

    If
you wish to terminate your employment with the Company, you are required to give
a 3 months written notice.  Should the Company wish to terminate your
employment, for reasons other than gross misconduct, you will be entitled to
three months notice.  .

     

     

    
      5 
Absence
from Work

    

     

    If
you are unable to attend work for any reason, you, or someone on your behalf,
should notify the office by 10 a.m. on the first day of
absence.  Notification should indicate the reason for absence and its
likely duration.

     

    If
you are absent from work for 7 or fewer calendar days, you will not be required
to produce a medical certificate unless specifically so requested by the Company
but must complete a self-certification form on your return to
work.  If you are absent from work due to sickness or injury which
continues for more than 7 days (including weekends), you must provide a medical
certificate by the eighth day of sickness or injury.

     

    Subject
to your being in good health at the commencement of this contract, you will
receive full pay for any absence from work due to illness or injury up to a
maximum of three months, provided that you are not under notice at the start of
the period.  The Company, subject to Mediware approval, may at its
discretion extend this period. Any absence from work due to illness or injury in
excess of this period will be paid statutory sick pay in accordance with the
Statutory Sick Pay scheme.  For statutory sick pay purposes, your
qualifying days are Monday to Friday.

     

    Pension

     

    The
company currently offers the opportunity to join an Occupational Money Purchase
Pension Scheme with Standard Life Assurance. A minimum contribution of 3% of
Annual Gross Basic Salary is required by you, provided that you make such a
contribution the Company will contribute an amount equivalent to 6% of Annual
Gross Basic Salary each year should you elect to join the scheme, provided that
the company maintains the scheme during the term of your employment and subject
to the rules of the applicable scheme from time to time in
force.  This scheme is not contracted out, and therefore there is not
a contracting out certificate in force in respect of your
employment.  Further details of the Pension Scheme may be obtained
from Human Resources. Alternatively if you elect to choose a different pension
scheme, the company will match your contribution up to a maximum of
6%.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Disciplinary Procedure

     

    A
copy of the disciplinary procedure is available from Human
Resources.

     

     

    
      6 
Grievance
Procedure

    

     

    A
copy of the grievance procedure is available upon request from your
manager.

     

     

    
      7 
Health
and Safety

    

     

    You
are reminded that you have a statutory duty to observe all health and safety
rules and take reasonable care to promote the health and safety at work of
yourself and your fellow employees.  Willful breaches of the health
and safety policy will be dealt with through the Company disciplinary
procedure.

     

    Trade
Unions

     

    There
are no collective agreements which affect your terms and
conditions.

     

    Exclusive
Employment

     

    Employees
are not permitted to take second jobs, e.g. in the evening, without written
permission from the Company.  The Company will not withhold agreement
unreasonably.  In considering such a request the Company will take
into account whether the second job is likely to have an impact on the
employee’s ability to perform their duties for the Company on their next working
day.

     

    Non-Competition/Non
Solicitation

     

    You
will not during or within twelve months of termination of your employment
(however determined):

     

    
      	
              a)

            	
              Accept
      employment with any client or customer of the Company with whom you have
      had dealings during the 6 months prior to termination, except with the
      written agreement of the Company.

            


    

     

    
      	
              b)

            	
              Solicit
      any client or customer of the Company that you have had dealings with in
      the 6 months prior to termination so as to compete with any business
      carried on by the Company.

            


    

     

    
      	
              c)

            	
              Accept
      employment with any competitor of the
Company.

            


    

     

    
      	
              d)

            	
              Attempt
      to entice away from the Company any of the Company’s
      employees.

            


    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    8  Confidential
Information

     

    You
shall not (except in the proper course of your duties) at any time whether
before or after the termination of your employment with the Company, disclose or
communicate to any person whatsoever or otherwise make use of (and you shall use
your best endeavours to prevent the publication or disclosure of) any
information which is or which you reasonably ought to know is secret or
confidential information relating to the Company or Mediware or the business
thereof except in the proper performance of your duties hereunder or with the
prior written consent of the Company or as required by law.  For the
avoidance of doubt, nothing in this Agreement shall prohibit you from making a
protected disclosure within the meaning of the Public Interest Disclosure
Act 1998.

     

    For
the purposes of this clause, information shall be secret and/or confidential if
it relates to or consists of lists or details of clients, details of clients’
contracts, clients’ requirements, trade secrets, information relating to any
process or invention, analysis or research used by the Company or by Mediware,
computer codes (whether source or object), computer programs or applications,
software specifications, user and/or instruction manuals and/or any other
documentation relating to such computer programs or applications, databases of
suppliers, clients, employees and target clients, product lists, service level
agreements, price lists, discounts, mark-ups, marketing plans, business
strategy, business plans,  future business and development strategy,
tenders, price-sensitive information, staff salary and incentive details,
financial, management and organisational information of the Company or Mediware
any litigation or threatened action involving the Company or Mediware, all
information in respect of which the Company is bound by an express or implied
obligation of confidence to any third party and any other matter which is
notified to you during the course of your employment as being secret or
confidential.

     

    Information
shall cease to be confidential once it is or has become known to the public
generally except where this occurs as a result of an unauthorised disclosure by
you or where to your knowledge, it occurs through the unauthorised disclosure of
any other person who owes the Company an obligation of confidentiality in
relation to the information disclosed.

     

    On
termination of your employment with the Company, you must return immediately all
documents, correspondence and records, including any copies, in your possession
relating to the Company.

     

    Intellectual
Property Rights

     

     

    
      In
this clause “Intellectual Property” means:

    

    unregistered
and registered design rights; copyright, publication right and database rights;
inventions and discoveries (whether patentable or not), patents and rights in
utility models; trade marks (whether registered or unregistered), logos and
trade names; domain names; rights in confidential information (including,
without limitation, know how and trade secrets) and any and all other
intellectual property rights and sui generis rights and other similar rights
(whether now subsisting or in the future created) both in the United Kingdom and
all other countries of the world for the full period for which those rights
subsist (including any and all extensions, renewals and all vested, future and
contingent rights and rights under licences) and all applications for the
foregoing and the right to sue for and to recover damages for past infringements
of such rights.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    The
parties foresee that in the course of your employment you may invent or create
Intellectual Property.  You agree that in respect of such Intellectual
Property you have a special obligation to further the interests of the Company
and of Mediware.

     

    The
provisions of sections 39 to 42 of the Patents Act 1977 relating to
the ownership of employee inventions and the compensation of employees for
certain inventions are acknowledged by the Company and by
you.  Subject to section 39 of the Act, if, at any time in the
course of your employment under this Agreement, you invent, create or
participate in the invention or creation of any Intellectual Property, such
Intellectual Property shall, without any further payment to you, be the absolute
property of the Company.  You hereby agree to communicate promptly in
writing to the Company full details of any such Intellectual Property.


     

    If
any Intellectual Property invented or created by you in the course of your
employment does not immediately on its invention or creation become the property
of the Company under this clause or by operation of law, you hereby irrevocably
and absolutely assign with full title guarantee to the Company all such present
and future Intellectual Property. 

     

    You
hereby irrevocably and unconditionally waive, to the fullest extent permitted by
law, all moral rights in respect of all Intellectual Property created or
invented by you and belonging to the Company (whether by operation of law or
under this Agreement) to which you may now or at any time in the future be
entitled under Chapter IV of the Copyright, Designs and Patents
Act 1988 and under any similar laws in force from time to time in any part
of the world and you hereby confirm and acknowledge that this waiver shall
operate in favour of the Employer, its licensees, assigns and successors in
title.

     

    At
the request and expense of the Company, you agree to provide all such
information, materials and assistance as the Company may require to exploit all
Intellectual Property created or invented by you and belonging to the Company
and you agree to do all such things and sign and execute all such documents as
may be reasonably required by the Company in order to perfect, protect or
enforce any of the rights belonging to the Company.

     

    You
hereby irrevocably appoint the Company to be your attorney in your name and on
your behalf to execute any such document or do any such thing and generally to
use your name for the purpose of giving to the Company (or its nominee) the full
benefit of the provisions of this clause and, in favour of any third party,
a certificate in writing signed by any director or the secretary of the Company
that any instrument or act falls within the authority conferred by this clause
shall be conclusive evidence that such is the case.

     

    In
respect of Intellectual Property created during the course of your employment,
the rights and obligations under this clause shall continue in force after the
termination of this Agreement.

     

    For
the avoidance of doubt, this clause shall not apply in relation to Intellectual
Property created wholly outside your normal working hours and which is
completely unconnected with your employment under this Agreement.

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      9 
Data
Protection Act 1998

    

     

    The
Company keeps personnel records for all employees while they are employed and
for six years after they leave employment.  Employees may have access
to their personnel files without charge but must give one weeks notice to the
Company.

     

    You
consent to the Company processing your personal data for the purposes of your
employment, for administrative purposes and for the purposes such as preparing
statistics and mentioning the effectiveness of the Company’s equal opportunities
policies and for the purposes of complying with applicable laws, regulations and
procedures. In addition, you consent to the Company processing sensitive data
(as defined by the Data Protection Act 1998) relating to you and in
particular relating to your physical and/or mental health or condition, trade
union membership and racial or ethnic origins, for the purposes set out
above.  You further consent to the Company, when necessary for these
purposes, making such data available to its advisers, to parties providing
products and/or services to the Company (including, without limitation, IT
systems suppliers, pension, benefits and payroll administrators) and to
regulatory authorities (including HM Revenue & Customs), to any potential
purchasers of the Company or its business and as required by law.

     

    By
signing below you accept and acknowledge that, as the Company’s parent company
is based in the UK the Company may need to pass your personal data to Mediware
in the USA and you hereby expressly consent to the Company doing
so.  The Company will continue to handle your records in line with
good practice although you might no longer have rights under data protection
law.  You may withdraw your consent at any time by giving the Company
reasonable notice.

     

     

    Signed
on behalf of JAC Computer Services Ltd

     

     

    Name......................................................................................

     

    Position..................................................................................

     

    Date........................................................................................

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    I
wish to accept my offer of employment and agree to the terms and conditions of
this contract of employment.  I acknowledge receipt of a copy of the
contract.

     

     

    Name.....................................................................................

     

    Date......................................................................................

     

     

    I
hereby consent to my personal data being transferred to Mediware in the USA as
required for the purposes of my employment with the Company and group
obligations, as set out in more detail in the data protection clause of this
contract.

     

     

    Name......................................................................................

     

     

    Date........................................................................................