Legal Question in Business Law in Pennsylvania

My name is Larry Krebs. My email address is [email protected]

I received an email from Just Mail Corp with a job offer. I requested more info and received a copy of the contract. I would like your imput.

This is the first email I received:

Hello Mr,

Now I'll tell you about the vacancy details:

Employer: Just Mail

Contact: Daniel Zapelli

Location: City of Geneva, Switzerland (N.B. this doesn't mean that You

should go to Geneva. You will work with our partners from your home

office)

Sector: Delivery of correspondence

Contract: Permanent

Position: Head of Communications

Salary: $10,000 - $15,000(monthly)

The Head of Communications main activities will be to:

- Develop and delivery high-impact communication campaigns across the Just Mail�s customer base, which embodies and reflects Just Mail�s brand and values to enhance Just Mail�s reputation.

- Consistently seek improvements to, and new and innovative ways of, communicating effectively with internal and external customers to increase levels of customer service and satisfaction.

- Provide communications expertise, advice and support to colleagues across Just Mail to deliver effective Just Mail messages

- Analyse trends and emerging customer issues and priorities actions to improve customer communication and overall customer-service.

- Maximise the productivity of the capacity and capability available across the customer-service support teams

- Agree overall staffing levels, plan and manage resource allocations across the customer-service communication teams

- Balance resources; to achieve key performance indicators and to take responsibility for their team�s development, performance and attendance.

- Provide and produce a management information report covering the customer-service communications highlighting communication issues, targets met and trends

- Carry out staff appraisals and identify development needs

If you are satisfied please confirm this in the letter and send us a

copy of your ID or Driver's license

e-mail: [email protected] fax: 530-725-4392

web site: www.justmailcorp.com

Daniel Zapelli

General Manager

Just Mail

This is the second email I received:

Hello LARRY,

Now I'll tell you about the vacancy details:

Employer: Just Mail

Contact: Daniel Zapelli

Location: City of Geneva, Switzerland (N.B. this doesn't mean that You

should go to Geneva. You will work with our partners from your home

office)

Sector: Delivery of correspondence

Contract: Permanent

Position: Head of Communications

Salary: $10,000 - $15,000(monthly)

The Head of Communications main activities will be to:

- Develop and delivery high-impact communication campaigns across the Just Mail�s customer base, which embodies and reflects Just Mail�s brand and values to enhance Just Mail�s reputation.

- Consistently seek improvements to, and new and innovative ways of, communicating effectively with internal and external customers to increase levels of customer service and satisfaction.

- Provide communications expertise, advice and support to colleagues across Just Mail to deliver effective Just Mail messages

- Analyse trends and emerging customer issues and priorities actions to improve customer communication and overall customer-service.

- Maximise the productivity of the capacity and capability available across the customer-service support teams

- Agree overall staffing levels, plan and manage resource allocations across the customer-service communication teams

- Balance resources; to achieve key performance indicators and to take responsibility for their team�s development, performance and attendance.

- Provide and produce a management information report covering the customer-service communications highlighting communication issues, targets met and trends

- Carry out staff appraisals and identify development needs

If you are satisfied please confirm this in the letter and send us a

copy of your ID or Driver's license

e-mail: [email protected] fax: 530-725-4392

web site: www.justmailcorp.com

Daniel Zapelli

General Manager

Just Mail

Here is the third email I received:

Hello Larry,

Today I'll give you a full description of the work. It will take your time.

Remember that the business development offices will depend on you.

Three or five offices will be under your control. Be careful.

N.B. You will work with our partners from your home office.

e-mail: [email protected] fax: 530-725-4392

web site: www.justmailcorp.com

Daniel Zapelli

General Manager

Just Mail

This is the fourth email I received:

Hello LARRY,

I'm sorry that you had to wait some time for my answer. I had to prepare for your documents.

Please fill out the contract and application form. In the next letter

I'll tell you what offices you will work with.

Please read once more the "Example" - this is one day of your work.

You will not recieve any packages or letters.

You will recieve information from the offices and process this

information.

Offices are working under the guidance of the regional manager. You have to

communicate with the regional managers via e-mail or by phone.

Each of them will send you information about the work of his office

in the tables (attach "Example") you will make the whole table and

take stock of the day. Then you must send this information to me.

You'll be a liaison between the offices and me.

Your salary will be paid into your bank account once a month.

Date of work payment will be appointed after the signing of the contract.

e-mail: [email protected] fax: 530-725-4392

web site: www.justmailcorp.com

Daniel Zapelli

General Manager

Just Mail

Here is what is on their website (www.justmailcorp.com):

Position: Head of Communications(USA and Egypt country)

Salary: $10,000 - $15,000

The Head of Communications main activities will be to:

�Develop and delivery high-impact communication campaigns across the Just Mail�s customer base, which embodies and reflects Just Mail�s brand and values to enhance Just Mail�s reputation.

�Consistently seek improvements to, and new and innovative ways of, communicating effectively with internal and external customers to increase levels of customer service and satisfaction.

�Provide communications expertise, advice and support to colleagues across Just Mail to deliver effective Just Mail messages

�Analyse trends and emerging customer issues and priorities actions to improve customer communication and overall customer-service.

�Maximise the productivity of the capacity and capability available across the customer-service support teams

�Agree overall staffing levels, plan and manage resource allocations across the customer-service communication teams

�Balance resources; to achieve key performance indicators and to take responsibility for their team�s development, performance and attendance.

�Provide and produce a management information report covering the customer-service communications highlighting communication issues, targets met and trends

�Carry out staff appraisals and identify development needs

Here is what I received after I requested more info. I am unable to copy the app which requests, along with name and address, my bank account numbers for both checking & savings.

Attachment A

Head of communications

Duties, Term of the Agreement and Compensation

1. DUTIES:

1.1. The Corporation assigns and the Employee undertakes the responsibility to provide the following services

to the Corporation in the context of the present Agreement:

� monitor the productivity of the offices of the Corporation;

� discuss with the offices their issues;

� find the solutions of the issues;

� receive financial assistance from General Manager and distribute the money between offices;

� be constantly in touch with General Manager and with offices;

� pool table sent from the office and create a common table.

1.2. The Employee will report directly to the Office Manager and to any other party designated by the General

Manager in connection with the performance of the duties under this Agreement and shall fulfill any other

duties reasonably requested by the Corporation and agreed to by the Employee.

2. TERM OF THE AGREEMENT:

2.1. The present Agreement becomes effective from the moment of its signing by the Parties.

3. COMPENSATION:

3.1. The compensation of the Head of Communications $10,000 - $15,000.

3.2. The Corporation shall have the right to decrease or increase the Employee�s compensation based on the

employee�s performance.

EMPLOYEE CORPORATION

________________

Authorized Signature Authorized Signature

Daniel Zapelli____________

Print Name and Title Print Name and Title

Head of Communications Agreement

BETWEEN: ________________________________________

Employee Name

________________________________________

Complete Address

AND: Just Mail (the "Corporation"), an entity organized and existing under the laws of the USA, with its

head office located at: Rue des Charmilles 10 1204, City of Geneva, Switzerland.

RECITALS

In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the

Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an

employee of the Corporation, on an �at will� basis, upon the following terms and conditions:

1. Subject of the Agreement

1.1. According to the present Agreement the Corporation hereby engages the Employee and the Employee is

obliged to perform the services set forth herein. The Employee hereby accepts such engagement and

undersigns to act to the interests of the Corporation while the present Agreement is in force and to receive

compensation for his services.

1.2. The services provided to the Corporation in sense of the present Agreement are understood as

professional activity of the Employee consisting of a variety of transactions set out in the Attachment A,

attached to this Core Agreement. Attachment A represents the integral part of the Agreement and contains

the principles and values governing the relationship between the Corporation and the Employee.

2. General provisions

2.1. The provisions of the Agreement may be negotiated and amended in writing from time to time, or

supplemented with subsequent estimates for services to be rendered by the Corporation and agreed to by the

Employee. No modification or amendment to this Agreement shall be valid unless made in writing and signed

by duly authorized representatives of both Parties. All changes, supplements and appendices to the present

Agreement are the integral part of the present Agreement.

2.2. The Employee provides services in strict conformity to Attachment A with the purpose of receiving the

greatest possible profit. The aforementioned Attachment A is signed by the Parties along with signing of the

present Agreement.

2.3. Section headings do not completely and accurately reflect the content of the present Agreement and

therefore shall not be considered a part of this Agreement.

2.4. This Agreement contains the entire understanding by the Parties with respect to the matters contained

herein and supersedes all previous negotiations, agreements and commitments related thereto. There are no

promises, covenants or undertakings between the Parties other than those expressly set forth in this

Agreement. In the event of any conflicts between this Agreement and any Prior Agreement, this Agreement

shall prevail.

2.5. Neither Party shall be liable for any delay or nonperformance of any provision of this Agreement. If any

provision of this Agreement, or any portion thereof, is held to be invalid and

unenforceable, then the remainder of this Agreement shall nevertheless remain non-cancelable in full force

and effect.

3. Expenses and dues

3.1. All expenses or dues, which the Employee has paid (or should pay in the future) at execution of the

obligations under the present Agreement, are subject to compensation at the expense of the Corporation, at a

rate of actual expenses.

3.2. The Corporation undertakes to reimburse all reasonable and approved out-of-pocket expenses which are

incurred in connection with the performance of the duties hereunder during the term of this Agreement

except for the expenses for the time spent by the Employee in traveling to and from Corporation facilities.

3.3. The above-stated expenses and the dues shall be reflected in Attachment A.

4. Employee's Accountability

4.1. The accountability of the Employee consists of following directions of the Office Manager and other

Corporate officials. Directions will be placed in writing and will be a part of the employee�s training. As time

is of the essence for all transactions, due diligence will be required.

5. Privacy statement

5.1. Any information transferred from one Party to another in the framework of the present Agreement, is

confidential and is not subject to disclosure to any third parties without the written agreement of the Parties.

5.2. The Employee, by signing this Agreement, expressly grants to the Corporation for all copyrightable

material, any and all inventions, discoveries, developments and innovations conceived by the Employee

during this engagement relative to the duties under this Agreement shall be the exclusive property of the

Corporation.

5.3. Any and all inventions, discoveries, developments and innovations conceived by the Employee prior to

the term of this Agreement and utilized by him in rendering duties to the Corporation are hereby licensed to

the Corporation for use in its operations and for an infinite duration. This license is non-exclusive, and may

be assigned without the Employee�s prior written approval by the Corporation to a wholly owned subsidiary of

the Corporation.

5.4. The Employer limits the number of employees admitted to Corporate information, to the number of the

employees necessary for the execution of this agreement.

5.5. The Employee undertakes not to disclose the information about operations, accounts and essential

elements of the Corporation to the third parties, except for the cases, when the disclosure of such information

is directly authorized by the Corporation or follows the necessity of execution of the present Agreement.

5.6. The Employee is cognizant, that the system of the accounts utilized by the Employee is the property of the

Corporation. No record which has been designated as confidential, or is the subject of a pending application

of confidentiality, shall be disclosed by the Employee.

5.7. The Corporation and the Employee shall identify preexisting confidential or proprietary items to be

delivered under this Agreement as follows: The Employee and the Corporation agree that during this

Agreement, it is possible that the Employee may develop additional data or information that the Employee

considers to be protectable as confidential information. The Employee acknowledges that during the

engagement he will have access to and become acquainted with various trade secrets, inventions, innovations,

processes, information, records and specifications owned or licensed by the Corporation and/or used by the

Corporation in connection with the operation of its business including, without limitation, the Corporation�s

business and product processes, methods, customer lists, accounts and procedures.

5.8. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original

artwork/creative, notebooks, and similar items relating to the business of the Corporation, whether prepared

by the Employee or otherwise coming into his possession, shall remain the exclusive property of the

Corporation.

5.9. The Employee shall not retain any copies of the foregoing without the Corporation�s prior written

permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the

Corporation, the Employee shall immediately deliver to the Corporation all such files, records, documents,

specifications, information, and other items in his possession or under his control.

5.10. The Employee undertakes not to distribute any information which becomes known to him in connection

with the present Agreement.

5.11. The Employee undertakes not to disclose the text of the present Agreement, including all changes,

supplements and appendices to the third parties.

5. 12. No contract shall be entered into without these rights being assured to the Corporation from the

Employee.

6. Rights and Responsibilities of the Parties

6.1. The Parties bear the responsibility for non-execution and inadequate execution of the obligations under

the present Agreement stipulated hereto.

6.2. The Parties bear responsibility for disclosure of the confidential information related to their mutual

actions within the basis of the present Agreement.

6.3. During the term of this agreement, the Employee shall devote as much of his productive time, energy and

abilities to the performance of his duties hereunder as is necessary to perform the required duties in a timely

and productive manner.

6.4. The Employee represents that he is free to enter into this Agreement, and that this engagement does not

violate the terms of any agreement between the Employee and any third party. The Employee is expressly free

to perform services for other parties while performing services for the Corporation.

6.5. For a period of six months following any termination, the Employee shall not, directly or indirectly hire,

solicit, or encourage to leave the Corporation�s employment, any employee, consultant, or Employee of the

Corporation or hire any such employee, consultant, or Employee who has left the Corporation�s employment

or contractual engagement within one year of such employment or engagement.

7. Right to Injunction

7.1. The Employee is cognizant that the services to be rendered to the Corporation under this Agreement are

of a special, unique, unusual, and extraordinary character which gives them a peculiar value. The loss of the

rights and privileges granted to the Corporation under the Agreement cannot be reasonably or adequately

compensated by any action at law, and the breach by the Employee of any of the provisions of this Agreement

will cause the Corporation irreparable injury and damage.

7.2. The Employee expressly agrees that the Corporation shall be entitled to injunctive and other equitable

relief in the event of, or to prevent, a breach of any provision of this Agreement by the Employee. Resort to

such relief shall not be construed to be a waiver of any other rights or remedies that the Corporation may have

for damages or otherwise. The various rights and remedies of the Corporation under this Agreement or

otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other or of any

right or remedy allowed by law.

8. The duration and rescission of the Agreement

8.1. The present Agreement becomes effective from the moment of its signing by the Parties.

8.2. The present Agreement can be terminated on mutual agreement of the Parties, and also on the bases

stipulated by governing law.

8.3. Merger or consolidation of the Corporation into or with any other entity shall not be the reason for

termination of the present Agreement.

8.4. The present Agreement can be terminated prescheduled under the initiative of the Corporation. In this

case the Corporation is obliged to notify another Party in writing about Agreement rescission not later than 10

(ten) business days prior to reputed date of avoidance.

8.5. The Corporation retains the right to terminate, at once, upon the default of the Employee and to proceed

with the work required under the Agreement in any manner the Corporation deems proper.

9. Benefits package, professional advantages and taxation

9.1. The Employee, being the independent Party, independently bears responsibility for execution of services

in the context of the present Agreement. Therefore the Employee agrees that the Corporation shall not render

the latter an employee, partner, agent, or joint venturer with the Corporation for any purpose.

9.2. The Employee independently bears responsibility for observance of the acting fiscal laws and the

Corporation shall not be responsible for withholding taxes with respect to the Employee�s compensation

hereunder.

9.3. No claim against the Corporation hereunder or otherwise for vacation pay, sick leave, retirement benefits,

social security, worker�s compensation, health or disability benefits, unemployment insurance benefits, or

employee benefits of any kind from the part of the Employee are appropriate.

9.4. The Corporation undertakes to provide the Employee with all necessary documents on committing

operations within the Agreement, for the tax accountability of the Employee.

9.3. The parties have agreed to consider any messages sent each other by means of facsimile communication

be legal.

10. Applicable right and resolution of disputes

10.1. The present Agreement is adjusted to the legislation of the United States.

10.2. All dissents, disputes and contraventions, which can arise between the Parties in relation to the

conclusion, execution and avoidance of the present Agreement, are subject to the admittance by negotiation.

10.3. In a case when the Parties have not achieved consent during negotiation the dispute is subject to

consideration in the order stipulated by the rules of the American Arbitration Association, and the awards

judgments may be brought to any authorized court.

11. Waiver

11.1. The release of the obliged Party from the liability for nonperformance, inadequate execution any of the

unrealizable obligation under the present Agreement, does not entail the release of this Party from the

liability for nonperformance of its other obligations which have been not recognized by the Parties

unrealizable on the Agreement. Failure or delay by either Party to enforce compliance with any term or

condition of this Agreement shall not constitute a waiver of such term or condition.

12. Notices

12.1. All notices required or authorized hereunder shall be in writing and shall be delivered by any reasonable

means, including by personal delivery, registered or certified mail, or facsimile to the address of the Party to

which that notice is to be given, if deposited in the United States mail, certified or registered, postage prepaid,

return receipt requested.

12.2. If such notice or demand is served personally, notice shall be deemed constructively made at the time of

such personal service. If such notice, demand or other communication is given by mail, such notice shall be

conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to

whom such notice, demand or other communication is to be given as follows:

If to the Employee: ____________________________________________

If to the Corporation: Rue des Charmilles 10 1204, City of Geneva, Switzerland.

12.3. Should any party change its address, the written notice has to be made in advance.

13. The essential elements and signatures of the Parties IN WITNESS WHEREOF the undersigned have

executed this Agreement as of the day and year first written above.

The present Agreement, as well as all supplements, changes and the appendices to the present Agreement

signed by the means of facsimile communication, stand good by law.

EMPLOYEE CORPORATION

___________________________

Authorized Signature Authorized Signature

Daniel Zapelli____

Print Name and Title Print Name and Title

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