Exhibit 10.6

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on October 22, 2018 by and between Assure Holdings Corp., a Colorado corporation (the “Company”), and Trent Carman, a resident of Colorado (the “Executive”).

NOW, THEREFORE, in consideration of the foregoing premises and the respective agreements of the Company and Executive set forth below, the Company and Executive, intending to be legally bound, agree as follows:

The Company will employ the Executive in the position of Chief Financial Officer (the “CFO”) and, in that position, the Executive will report to the Board of Directors (the “Board”). The Company retains the right to change the Executive’s title, duties, and reporting relationships as may be determined to be in the best interests of the Company; provided, however, that any such change in the Executive’s duties shall be consistent with the Executive's training, experience, and qualifications.

The terms and conditions of the Executive's employment shall, to the extent not addressed or described in this Executive Employment Agreement, be governed by the Company’s existing practices. In the event of a conflict between this Employment Agreement and the existing practices, the terms of this Agreement shall govern.

The Executive's employment with the Company may be terminated, in accordance with any of the following provisions:

The executive will receive three (3) months’ severance pay. Should the Executive elect to continue his medical coverage pursuant to COBRA, the Company will reimburse his premium payments for the first twelve (12) months of the COBRA continuation.

Executive acknowledges that it would be difficult to fully compensate the Company for monetary damages resulting from any breach by him of any of the provisions of this agreement and the addendums. Accordingly, in the event of any actual or threatened breach of any such provisions, the Company shall, in addition to any other remedies it may have, be entitled to injunctive and other equitable relief to enforce such provisions, and such relief may be granted without the necessity of proving actual monetary damages.

Executive shall promptly give to the Company, and confirm receipt of, written notice of the assertion of any such claim. The Company shall assume the timely defense of any such claim at its own expense and with counsel of its own choosing that has been approved in writing by Executive. Executive shall render assistance in this defense as may be reasonably requested by the Company. Executive shall be entitled to participate in any action, arbitration, or mediation, at his own expense with counsel of his selection.

The Company shall promptly give to Executive, and confirm receipt of, written notice of the assertion of any such claim. Executive shall assume the timely defense of any such claim at its own expense and with counsel of its own choosing that has been approved in writing by the Company. The Company shall render assistance in this defense as may be reasonably requested by Executive. The Company shall be entitled to participate in any action, arbitration, or mediation, at its own expense with counsel of its own selection.

This Agreement constitutes the complete understanding between the Company and Executive. All prior representations, agreements, and understandings have been merged into this Agreement. The parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth herein.

BY EXECUTING THIS AGREEMENT, THE EXECUTIVE REPRESENTS THAT HE HAS THOROUGHLY REVIEWED ITS TERMS, HAS, IF HE DESIRED, CONSULTED AN ATTORNEY, AND THAT HE ACKNOWLEDGES THAT THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE REASONABLE UNDER THE CIRCUMSTANCES.

IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement as of the date set in the first paragraph. 

 

Executive
By:
	Name
	Signature
	Title
	Date
Company
By:
	Name
	Signature
	Title
	Company
	Date

EMPLOYEE CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT (this “Confidentiality Agreement”) is entered into on XXXX XX, XXXX by and between Company Name, a Colorado corporation (the “Company”), and Employee Name, a resident of Colorado (the “Employee”).

(a) General Obligations. Except as permitted in writing by the Board, during the term of the Employee’s employment with the Company and at all times thereafter, the Employee shall not divulge, furnish or make accessible to anyone or use in any way other than in the ordinary course of the business of the Company, any confidential, proprietary or secret knowledge or information of the Company or its customers that the Company has acquired or acquires during the Employee’s employment with the Company, whether developed by the Employee’s or by others, concerning: (i) any trade secrets; (ii) any confidential, proprietary or secret designs, methods, processes, formulas, plans, devices, materials, inventions (whether or not patented or patentable) directly or indirectly useful in any aspect of the business of the Company; (iii) contractual terms and conditions the Company has established with any customers, suppliers, joint ventures, partnerships, licensors, licenses, or distributors, customer or supplier lists, including prices the Company has established; (iv) any confidential, proprietary or secret development or research work, proposed products, proposed technologies, or current or proposed product tests of the Company; (v) any strategic or other business, marketing or sales plans of the Company; (vi) any of the Company’s financial data or plans including current or proposed manufacturing costs, product or service pricing; and financial projections; (vii) names, addresses, duties or other personal characteristics of employees of the Company including, without limitation, information in any way relating to diagnosis or treatment services provided by any health care provider; or (viii) any other confidential or proprietary information or secret aspects of the business of the Company (collectively, “Confidential Information”). The Employee acknowledges that the above-described knowledge and information constitutes a unique and valuable asset of the Company and represents a substantial investment of time and expense by the Company, and that any disclosure or other use of such knowledge or information other than for the sole benefit of the Company would be wrongful and would cause irreparable harm to the Company. During the term of the Employee’s employment with the Company, the Employee shall refrain from any acts or omissions that would reduce the value of such knowledge or information to the Company. The foregoing obligations of confidentiality shall not apply to any knowledge or information that (A) is now or subsequently becomes generally publicly known in the form in which it was obtained from the Company, (B) is independently made available to the Employee in good faith by a third party who has not violated a confidential relationship with the Company, or (C) is required to be disclosed by legal process, other than as a direct or indirect result of the breach of this Agreement by the Employee. The Employee will cooperate with the Company to implement reasonable measures to maintain the secrecy of, and will use Employee’s best efforts to prevent the unauthorized disclosure, use, or reproduction of, all Confidential Information.

(b) Publication. The Employee shall not publish any papers prepared by the Employee as a result of the Employee employment, consultation, work or services, with, for, on behalf of or in conjunction with the Company without the Company’s prior written consent. Proposed publications referring to the Employee employment, consultation, work, services and activities with, for, on behalf of or in conjunction with the Company, or referring to any information developed therefrom, will be submitted by the Employee to the Company for review, prior to publication, to insure that the Company’s position with respect to Confidential Information is not adversely affected by disclosures. The Employee agrees to abide by the Company’s reasonable decisions in these matters.

(c) Return of Confidential Information and Property. Upon termination of the Employee’s employment with the Company (or otherwise upon request), the Employee shall promptly deliver to the Company any and all the Company’s records and any and all the Company’s property in the Employee’s possession or under the Employee’s control, including without limitation, manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, printouts, computer disks, computer tapes, source codes, data, tables or calculations and all copies thereof, documents that in whole or in part contain any trade secrets or confidential, proprietary or other secret information of the Company and all copies thereof, and keys, access cards, access codes, passwords, credit cards, personal computers, printers, telephones and other electronic equipment belonging to the Company.

(d) Obligations Regarding Third Party Information. The Company expects the Employee to guard any confidential information of the Employee’s prior employers with the same degree of care that the Employee will use to protect the Company’s own confidential information. Consequently, the Company specifically directs the Employee to not bring to, or use for the benefit of, or use while performing job duties for the Company, any information (in any form or on any media) which belongs to any third party, including any prior employers, without the express written consent of the owner of the confidential information. The Employee may not bring on the Company’s premises or install on the Company’s computers, any software program or data, which the Employee knows belongs to any third party without proof of a valid license or release for use. The Employee represents that the Employee’s performance of all the terms of this Agreement, and as an employee of the Company, does not and will not breach any agreement to keep in confidence information acquired by Employee in confidence or in trust prior to the Employee’s employment with the Company.

(a) Disclosure and Assignment. The Employee shall immediately disclose to the Company any and all ideas, processes, inventions, discoveries and improvements to any of the foregoing, whether or not patentable, (“Inventions”) that the Employee may learn of, conceive, develop, and/or reduce to practice individually or jointly or commonly with others while he is employed with the Company and for one year thereafter that directly or indirectly arise from or relate to: (i) the Company’s business, technology, products, goods, software, or services; (ii) work or research performed for the Company; (iii) the use of the Company’s products, technology, equipment, software, or time; or (iv) confidential, proprietary, or secret knowledge or information of the Company or its customers. Any such Inventions are the sole and exclusive property of the Company and the Employee hereby assigns, transfers and sets over to the Company the Employee’s entire right, title and interest in and to any and all of such Inventions and in and to any and all patent applications that may be filed on such Inventions, and that may issue, or be issued, upon such applications.

(b) Copyrightable Material. All right, title and interest in all copyrightable material that the Employee shall conceive or originate individually or jointly or commonly with others, and that arise in connection with the Employee’s services hereunder, or knowledge of confidential and proprietary information of the Company, shall be the property of the Company and are hereby assigned by the Employee to the Company and each entity that controls, is controlled by, or is under common control with, the Company (collectively “Affiliates”) along with ownership of any and all copyrights in the copyrightable material. Where applicable, works of authorship created by the Employee relating to the Company or any Affiliate and arising out of the Employee’s knowledge of confidential and proprietary information of the Company shall be considered “works made for hire,” as defined in the U.S. Copyright Act, as amended.

(c) Exceptions. Sections 2(a) and 2(b) do not apply to any invention or material: (i) for which no product, technology, software, equipment, supplies, facilities, confidential, proprietary or secret knowledge or information, or other trade secret information of the Company was used, and (ii) that was developed entirely on the Employee’s own time, and (iii) that does not relate (A) directly to the business of the Company, or (B) to the Company’s actual or demonstrably anticipated research or development, and (iv) that does not result from any work performed by the Employee for the Company.

(d) Cooperation. The Employee shall, at no cost to the Employee, promptly execute, acknowledge and deliver to the Company all additional instruments or documents that the Company determines at any time to be necessary to carry out the intentions of this Section 2. Furthermore, whether during or after the Employee’s employment with the Company, the Employee hereby agrees to perform any acts deemed necessary or desirable by the Company, at the Company’s expense, to assist it in obtaining, maintaining, defending and enforcing any rights and/or assignment of an Invention or any copyrightable material. The Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents, as the Employee’s agent and attorney-in-fact to act for and on his or her behalf and instead of the Employee, to execute and file any documents, applications or related findings and to do all other lawfully permitted acts in furtherance of the purposes set forth above in this Section 2, including, without limitation, the perfection of assignment and the prosecution and issuance of patents, patent applications, copyright applications and registrations, trademark applications and registrations, or other rights in connection with such Inventions and improvements thereto with the same legal force and effect as if executed by the Employee.

BY EXECUTING THIS CONFIDENTIALITY AGREEMENT, EMPLOYEE REPRESENTS THAT HE HAS THOROUGHLY REVIEWED ITS TERMS, HAS, IF HE DESIRED, CONSULTED AN ATTORNEY, AND THAT HE ACKNOWLEDGES THAT THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE REASONABLE UNDER THE CIRCUMSTANCES. 

IN WITNESS WHEREOF, Employee and the Company have executed this Confidentiality Agreement as of the date set forth in the date set in the first paragraph.

ADDENDUM D:

EXECUTIVE NON-COMPETE/NON-SOLICITATION AGREEMENT

THIS NON-COMPETE/NON-SOLICITATION AGREEMENT (this “Non-Compete/Non-Solicitation Agreement”) is entered into on XXXX XX, XXXX by and between Company Name, a Colorado corporation (the “Company”), and Employee Name, a resident of Colorado (the “Employee”). 

Non-Compete/Non-Solicitation. The Employee agrees that during the period the Employee is employed by the Company, and

The Employee will not, without the prior written consent of the Company, directly or indirectly engage, at any place in the United States, in the following actions:

(i) Render services, advice or assistance to any corporation, person, organization or other entity which engages in the marketing, selling, production, design or development of any product, good, service or procedure which is or may be used as an alternative to, or which is or may be sold in competition with any product, good, service or procedure marketed, sold, produced, designed or developed by the Company (including products, goods, services, or procedures currently being researched or under development by the Company), or engage in any such activities in any capacity whatsoever, including, without limitation, as an employee, consultant, independent contractor, officer, director, manager, beneficial owner, partner, member or shareholder (other than being a shareholder in a publicly traded corporation where the shareholder’s total holdings are less than one percent (1%) of the total outstanding shares. 

(ii) Induce, solicit, endeavor to entice or attempt to induce any customer, supplier, licensee, licensor or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such customer, vendor, licensee, licensor or other business relation and the Company.

(iii) Induce, solicit, endeavor to entice or attempt to induce any other employee, consultant or independent contractor of the Company to leave the employ of the Company, or to work for, render services or provide advice to or supply Confidential Information of the Company to any third person or entity, or to in any way adversely interfere with the relationship between any such employee, consultant or independent contractor and the Company.

(iv) The Employee acknowledges that the compensation paid to the Employee during the Employee's employment by the Company (including any stock options granted, or to be granted, to the Employee) and “severance payments” paid to the Employee following his employment by the Company are intended to and do compensate the Employee for any inconveniences or economic losses resulting from Executive's agreement not to compete with the Company.

(v) If the duration of, the scope of, the territory covered by, or any business activity covered by any provision of this Agreement is in excess of what is determined to be valid and enforceable under applicable law, such provision shall be construed to cover only that duration, scope, territory, or activity that is determined to be valid and enforceable. The Employee hereby acknowledges that this Agreement shall be construed so as to render its provisions valid and enforceable to the maximum extent, not exceeding its express terms, possible under applicable law.

BY EXECUTING THIS NON-COMPETE/NON-SOLICITATION AGREEMENT, THE EMPLOYEE REPRESENTS THAT HE HAS THOROUGHLY REVIEWED ITS TERMS, HAS, IF HE DESIRED, CONSULTED AN ATTORNEY, AND THAT HE ACKNOWLEDGES THAT THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE REASONABLE UNDER THE CIRCUMSTANCES.

IN WITNESS WHEREOF, the Employee and the Company have executed this Non-Compete/Non-Solicitation Agreement as of the date set in the first paragraph.