exv10w12



 





Exhibit 10.12




EMPLOYMENT AGREEMENT



This Employment Agreement is made as of this 25th day of August, 2003 (the
“Effective Date”), by and between Quovadx, Inc. (“Quovadx”) and Cory Isaacson
(“Mr. Isaacson”), for the reasons and on the terms set forth below.



RECITALS





	 	A.	 	Quovadx wishes to employ Mr. Isaacson as Vice President of Product
Management.
	 
	 	B.	 	Mr. Isaacson desires to be so employed, and agrees that his
employment with Quovadx shall be governed by the terms and conditions
set forth below.




AGREEMENT



In consideration of the mutual promises and representations set forth below,
Quovadx and Mr. Isaacson agree as follows:



     1. Quovadx shall employ Mr. Isaacson and Mr. Isaacson agrees to be employed by
Quovadx, for a period of two years from the Effective Date. This Agreement
may be terminated pursuant to paragraph 4 below.



     2. During the term of this Agreement, Mr. Isaacson (a) shall perform such
duties consistent with his position as may be assigned to him by Quovadx in its
sole discretion, (b) shall devote his best efforts and his full working time
and attention exclusively to the performance of those duties, and (c) shall not
accept any other employment, including without limitation part-time or
temporary employment, without the prior written approval of the President of
Quovadx. Mr. Isaacson’s position with Quovadx during the two years of the term
of this Agreement shall be Vice President of Product Management, and a copy of
the Position Description for that position is attached to this Agreement as
Exhibit A.



     3. During the term of this Agreement, Quovadx shall pay to Mr. Isaacson
an annualized salary of no less than $100,000 per year, payable periodically on
regular pay days, less usual and customary deductions and, in addition, Mr.
Isaacson shall receive:




	 	a.	 	Options to purchase 10,000 shares of the common stock of
Quovadx, with an exercise price equal to the closing price per share
of such stock on the 1st day of the month following the Effective
Date, issued as of the 1st day of the month following the Effective
Date and in accordance with the terms and conditions of a separate
Stock Option Agreement to be executed by Quovadx and Mr. Isaacson;
	 
	 	b.	 	Bonuses paid in accordance with the attached Bonus Plan.
	 
	 	c.	 	Benefits as are afforded other similarly situated employees
of Quovadx including, but not limited to, four weeks of paid
vacation; provided, however, that Quovadx in its sole discretion may modify, increase, decrease, enhance or cancel any such
benefits at any time.



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	 	d.	 	Reimbursement for all reasonable business expenses incurred by Mr.
Isaacson in connection with the performance of his duties under this
Agreement; provided that Mr. Isaacson provides Quovadx with receipts for
all expenses in excess of $25.00 as to which he claims reimbursement. In
addition, Quovadx agrees to reimburse Mr. Isaacson reasonable cell phone
expenses incurred in the course of conducting business for Quovadx (or
directly provide cell phone service) an additional telephone line to be
installed in his residence and the reasonable monthly charge for internet
access necessary as part of his employment with Quovadx, not to exceed
$100 per month.




     4.




	 	a.	 	During the two years of the term of this Agreement





	 	(1)	 	Quovadx may terminate this Agreement for Cause, and in
that event shall have no further obligation to Mr. Isaacson under
this or any other agreement, and
	 
	 	(2)	 	Quovadx may terminate this Agreement without Cause, and
Mr. Isaacson may terminate this Agreement for Good Reason, and in
either event Quovadx shall pay to Mr. Isaacson within fifteen
days of that termination an amount equal to Mr. Isaacson’s base
salary for the number of months remaining in that two year
period. For purposes of this subparagraph a., Cause shall mean
any material breach by Isaacson of any provision of this
Agreement, any gross negligence in the performance of Mr.
Isaacson’s duties hereunder, any breach of the Quovadx Code of
Ethics as it may be adopted and amended from time to time in
Quovadx’s sole discretion, any conviction of Mr. Isaacson of a
felony other than a vehicle moving violation, or any chronic
absenteeism of Mr. Isaacson, that he fails to remedy within
thirty days after his receipt of written notice describing that
Cause, except in the case of a breach of the Code of Ethics upon
which Quovadx may immediately terminate this agreement. For
purposes of this subparagraph a., Good Reason shall mean any
material adverse change in Mr. Isaacson’s duties,
responsibilities, or title, or any material breach by Quovadx of
any provision of this Agreement that Quovadx fails to remedy
within thirty days after its receipt of written notice describing
that Good Reason.





	 	b.	 	Quovadx may terminate this Agreement without further
obligation to Mr. Isaacson under this Agreement in the event of Mr.
Isaacson’s death or disability; provided, however, that upon any
such termination, Quovadx shall pay to Mr. Isaacson the amount of
salary earned through the date of termination. For purposes of this
subparagraph b, Disability shall mean the inability in any material
respect due to any physical or mental impairment to perform the
essential functions of Mr. Isaacson’s position, if that inability
continues for a period of 90
consecutive calendar days or for periods aggregating 120 calendar days
during any twelve month period, or any application for or receipt of
any payments pursuant to any policy of disability insurance by Mr.
Isaacson.



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	 	c.	 	Paragraphs 6, 7, and 8 below shall survive the termination of
this Agreement.




     5. At all times during the term of this Agreement, Mr. Isaacson shall
fully comply with all material policies, rules, regulations and practices of
Quovadx and with the reasonable directions given to him by any of his
supervisors.



     6. Assignment of Inventions:




	 	a.	 	Mr. Isaacson hereby acknowledges and agrees that any
invention, discovery, improvement, device, design, apparatus,
practice, process, method or product, whether patentable or not,
made, developed, perfected, devised, conceived or first reduced to
practice by him, either solely or in collaboration with others,
during his employment with Quovadx, whether or not during regular
working hours, directly or indirectly relating to the present,
anticipated or contemplated business, products, practices,
techniques, research or development of Quovadx (hereinafter referred
to as “Developments”) is the property of Quovadx, and Mr. Isaacson
hereby assigns and agrees to assign to Quovadx any and all right,
title and interest in and to any such Development. At the request
of Quovadx, Mr. Isaacson will confer with Quovadx and its
representatives for the purpose of disclosing all such Developments
to Quovadx as Quovadx shall reasonably request during the period
ending two years after the ending of his employment with Quovadx.
	 
	 	b.	 	Mr. Isaacson agrees to promptly notify Quovadx in writing of
any invention, discovery, improvement, device, design, apparatus,
practice, process, method or product, whether patentable or not,
made, developed, perfected, devised, conceived or first reduced to
practice by him, either solely or in collaboration with others,
during his employment with Quovadx, that he claims for any reason to
belong to an entity or person other than Quovadx, and shall do so in
sufficient detail to permit Quovadx to determine whether it desires
to claim ownership therein. He shall not disclose the same to
others if Quovadx, within 20 days after such notice, shall claim
ownership of such developments under the terms of this Agreement.
During such 20 day period, Quovadx may endeavor to obtain such
judicial relief as necessary to prohibit the disclosure by Mr.
Isaacson of such developments.
	 
	 	c.	 	Upon request and without further compensation therefore, but
at no expense to him, Mr. Isaacson will do all lawful acts,
including, but not limited to, the execution of papers and lawful
oaths and the giving of testimony, that in the opinion of Quovadx
may be necessary or desirable in obtaining, sustaining, reissuing,
extending and enforcing United States and foreign copyrights and
Letters Patent, including, but not limited to, design patents, on
any and all of such Developments, and for perfecting, affirming and
recording Quovadx’s
complete ownership and title thereto, and to cooperate otherwise in
all proceedings and matters relating thereto.



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	 	d.	 	Mr. Isaacson shall keep complete, accurate and authentic
accounts, notes, data and records of all Developments in the manner
and form reasonably requested by Quovadx. Such accounts, notes,
data and records shall be the property of Quovadx, and, upon its
request, he will promptly surrender same to it or, if not previously
surrendered upon its request or otherwise, he will surrender the
same, and all copies thereof, to Quovadx upon the conclusion of his
employment.
	 
	 	e.	 	All right, title, and interest in all copyrightable material
which Mr. Isaacson may conceive or originate, either individually or
jointly with others, and which arise out of the performance of this
Agreement, will be the property of Quovadx and are by this Agreement
assigned to Quovadx along with ownership of any and all copyrights
in the copyrightable material. Upon request and without further
compensation therefore, Mr. Isaacson will execute all papers and
perform all other acts necessary to assist Quovadx to obtain and
register copyrights on such materials in any and all countries.
Where applicable, works of authorship created by him for Quovadx in
performing my responsibilities under this Agreement shall be
considered “works made for hire,” as defined in the U.S. Copyright
Act.
	 
	 	f.	 	All know-how and trade secret information conceived or
originated by Mr. Isaacson which arise out of the performance of his
obligations or responsibilities under this Agreement or any related
material or information shall be the property of Quovadx, and all
rights therein are by this Agreement assigned to Quovadx.




     7. During Mr. Isaacson’s employment with Quovadx and thereafter, he shall
hold in confidence and shall not use or disclose, directly or indirectly,
except for the sole benefit of Quovadx, any confidential information or trade
secrets of Quovadx. The term “confidential information” includes, but is not
limited to, information relating to the identity of Quovadx customers and
prospective customers, all information communicated from any such customers to
Quovadx, and all business plans, marketing information, financial information,
technical information, information regarding products, programs, methods,
operations, or employees of Quovadx, pricing information, information relating
to equipment design or use, and business practices and procedures. In the
event that Mr. Isaacson is served with valid legal process compelling him to
disclose any such confidential information or trade secrets of Quovadx, Mr.
Isaacson shall provide written notice thereof to Quovadx sufficiently in
advance of the date upon which disclosure must be made to permit Quovadx to
apply for and obtain an appropriate protective order prohibiting or limiting
such disclosure. Upon the termination of Mr. Isaacson’s employment, he shall
return to Quovadx all documents and information, and all copies thereof, which
refers, relates, or pertains in any way to the business of Quovadx.



     8. For a period of two years after the Effective Date, or one year after the
termination of this Agreement, whichever is longer, Mr. Isaacson agrees that he
will not, directly or indirectly,



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	 	a.	 	solicit any employee of Quovadx to leave the employment of
Quovadx; or
	 
	 	b.	 	solicit any customer or client served or sought to be served
by Quovadx during his employment with Quovadx; provided, however,
that Mr. Isaacson may solicit any such customer or client if (i) for
a purpose not in competition with the business of Quovadx and (ii)
such solicitation will not in any way negatively affect the business
of Quovadx.



Mr. Isaacson acknowledges and agrees that (i) this Agreement is ancillary to
the sale of a business, (ii) during the course of his employment with Quovadx
the services he will provide will be special, unique, and extraordinary, and
(iii) he is a member of the professional staff to, and a member of, the
executive and management personnel of Quovadx, and that a purpose of this
paragraph is the protection of Quovadx trade secrets. Mr. Isaacson further
acknowledges and agrees that the harm which Quovadx will suffer as a result of
any breach of this paragraph 8 or paragraphs 7 or 6 of this Agreement is
irreparable and that, notwithstanding the provisions of paragraph 13 below,
Quovadx may apply to any court of competent jurisdiction for, and will be
entitled to an award of, equitable relief to remedy any such breach, in
addition to any other remedies which may be available to it under law or in
equity.



     9. No waiver or acceptance by Quovadx of any violation or breach of this
Agreement shall excuse any subsequent violation or breach, and no failure
of Quovadx to exercise any remedy or right available to it shall be
construed as a waiver of any such remedy or right.



     10. This Agreement supersedes all prior agreements and understandings between
the parties regarding Mr. Isaacson’s employment by Quovadx, and is the
entire agreement between the parties regarding Mr. Isaacson’s employment
by Quovadx.



     11. No representations, warranties, or other statements or promises have
been made by any party in connection with this Agreement. This Agreement may
be amended, modified, or superseded only by a written agreement signed by the
parties.



     12. All notices, requests, and instructions required or permitted to by
given pursuant to this Agreement shall be in writing and sufficiently given if
delivered in person or if sent by courier, telecopier, or by registered or
certified mail, return receipt requested, postage prepaid, as follows: (a) if
to Quovadx: 6400 S. Fiddler’s Green Circle, Suite 1000, Englewood, CO 80111,
Telecopier No. (303) 488-9705 Attention: General Counsel; and if to Mr.
Isaacson: 21124 Banlynn Court, Topanga, CA 90290, copies to Rosser Cole, 200 N.
Maryland, Suite 302, Glendale, CA 91206 Telecopier (818) 500-0129.



     13. This Agreement shall be interpreted and construed in accordance with the
laws of the State of Colorado.



     14. Any dispute or controversy arising out of or relating to this Agreement,
Mr. Isaacson’s employment with Quovadx, or the termination or cancellation of
that employment or this Agreement, including without limitation any claim of
discrimination in employment under



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any federal or state statute, shall be
settled by arbitration by a single arbitrator in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and judgment upon
the award rendered by the arbitrators may be entered in any court having
jurisdiction thereof. The hearing on any such arbitration shall be held in
Denver, Colorado, and Quovadx and Mr. Isaacson shall each be liable for
one-half of all fees and costs charged by those arbitrators.



     15.




	 	a.	 	It is understood and agreed by Quovadx that Mr. Isaacson has
a prexisting right to a software development concept he has termed
as the Executive Information System (“EIS”), which is designed to
accumulate and generate meaningful statistics for corporate
executives. Mr. Isaacson understands that during his employment
with Quovadx he will not be materially working on this EIS. Without
an express agreement to the contrary, provided that Mr. Isaacson
does not work on the EIS during his employ, Quovadx waives any
right, title and interest to the EIS.
	 
	 	b.	 	Mr. Isaacson shall be based in Los Angeles, California. In
the course of his employment duties, Mr. Isaacson shall be required
to travel on behalf of Quovadx as reasonably necessary, estimated at
approximately twenty-five percent (25%) of available work time. On
a semi-annual basis, Mr. Isaacson shall work from a home office at
his vacation residence in Clearwater, Florida. During such periods
his ability to travel may be restricted, but will otherwise be
available to perform full-time work. Further, Isaacson may need to
obtain a personal (unpaid) leave — perhaps as much as two months —
to address personal matters. Any such leave may extend his
employment term by the amount of the leave or 2 months whichever is
less. Mr. Isaacson will coordinate any such schedule issues with
his direct manager at Quovadx.
	 
	 	c.	 	Quovadx acknowledges and agrees that Mr. Isaacson may
continue to provide part-time public speaking and writing services
outside the scope of his employment with Quovadx and on his own
time. Mr. Isaacson agrees that such work shall not detract from his
duties as a Quovadx employee and that in the event Quovadx shall in
its sole discretion determine that this activity is detracting from
his duties, Mr. Isaacson will cease such activities, Mr. Isaacson
may retain the rights to non-Quovadx materials (such as articles,
books, and generic presentation materials on information
technology) that are developed by Mr. Isaacson entirely on his own
time, without using Quovadx’s equipment, supplies, facilities or
tradesecret information. Any honoraria or fees received by Mr.
Isaacson in excess of $1000 per engagement, shall be paid to
Quovadx.
	 
	 	d.	 	Upon termination of this Agreement for any reason other than
termination by Quovadx for Cause, Quovadx agrees that Mr. Isaacson
shall have the right pursuant to Quovadx’s then standard terms and
conditions to re-sell the Quovadx Platform including the WebAccel
Software (including WebAccel 



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	 	 	 	components, among the assets Quovadx
purchased from , CMI Corporate Marketing, Inc., d/b/a Compuflex
International, a California corporation (“Compuflex”)), providing such
resale right is not exercised in a manner competitive to Quovadx’s
marketing efforts. Mr. Isaacson shall receive Quovadx’s then
standard reseller discount, but in any case, with respect to the
Web Accel Software, not less than thirty percent (30%) from the
then-current Quovadx published list price for such products.
	 

	 	e.	 	During or after the termination of this Agreement, at
Quovadx’s sole option, Quovadx may subcontract services to
Compuflex, such services to be provided by Compuflex employees on
then agreed rates and terms. Quovadx may in its sole discretion
assign Mr. Isaacson to a supervisory capacity over Compuflex
employees in the delivery of these services as subcontractors.
	 
	 	f.	 	Notwithstanding anything to the contrary in this Agreement,
Mr. Isaacson is hereby granted a fully paid-up, perpetual,
irrevocable, non-exclusive, world-wide license to use the WebAccel
Software and its components in object code form solely for
non-commercial purposes and to sublicense (at no charge but with
proper restrictions including a restriction against use for any
commercial purpose, a restriction against sublicensing, a
restriction against using the products for third party transactions,
commercial time sharing, rental or service bureau use and against
publicly performing or publicly displaying the products, and a
restriction against copying the products except for one copy for
backup or archival purposes) the said software (a) to the Church of
Scientology for its own internal use; and (b) and with the approval
of Quovadx on a case-by-case basis (such approval not to be
unreasonably withheld) to other charitable organizations for their
own internal use provided that no such organization is a potential
customer of Quovadx.



IN WITNESS WHEREOF, the parties have executed this Agreement on the date set
forth above.



	 	 	 	 	 
	

	 	/s/ Cory Isaacson
	

	 	
 
	

	 	Cory Isaacson
	 
	 	 	 	 
	 
	 	Quovadx, Inc.
	

	 	By:
	 	/s/ Gary T. Scherping
	

	 	 	 	
 
	

	 	Name:
	Gary T. Scherping
	

	 	 	 	
 
	

	 	Title:
	EVP, Finance and CFO
	

	 	 	
 








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