Medical Employee Agreement Templates

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					                              Blind Grading Number: 321
                                Adjunct Professor: William Ng

                              EMPLOYMENT AGREEMENT

       This Employment Agreement (“Agreement”) is made by and between Holton Inns, LLC

and its affiliates, successors, assigns and agents (“Holton Inns” or “Company”) and Ms. Van

Tropp (“you” and all similar references or “Employee”) in consideration of Employee’s at-will

employment relationship with Holton Inns.

   1. General Employment Terms.

           a. Employment Period. This Agreement shall become effective on

              _______________ (the “Effective Date”). The employment term (“Employment

              Period”) will be for the one-year period immediately following the Effective Date.

              The employment arrangement may be renewable annually based on the mutual

              consent of the parties.

           b. At-Will Employment. Employee’s employment with Company is at-will. That

              means that Employee or Company may terminate Employee’s employment at any

              time, for any reason, or for no reason at all. Either party may terminate this

              Agreement by giving 14 days notice in writing of the termination.

           c. Employment Schedule. Employee will work seven days a week from ________

              A.M. to _________ P.M. and such additional hours as are required by the

              Company for the Employee to competently perform the duties of his or her

              position.

   2. Employment Duties and Responsibilities.

           a. Managerial Duties. Employee will serve as Inn Manager, with general

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   responsibility over the management of the property. In addition to other

   reasonable managerial duties, Employee will take reservations, greet guests,

   accept guest payments, keep financial records of the Inn on forms and in a manner

   provided by the Company and will see to the general upkeep and wellbeing of the

   premises and its guests. As manager of the property, Employee will devote his or

   her full time and efforts to the Company and will not engage in any other

   employment, occupation, professional practice or consulting activity. Nor will

   Employee engage in any other activities that conflict with his or her obligations to

   the Company. By signing this agreement, Employee expressly states that he or

   she is not bound by any agreement that would prohibit or restrict him or her from

   being employed by the Company or from performing any duties under this

   Agreement.

b. Managing Personnel. As part of his or her managerial responsibilities, Employee

   will have the authority to hire, engage and employ persons hourly for maintenance

   items and cleaning of the Inn. Such persons may include her children or

   stepchildren. Expenses for these items will be reimbursable pursuant to the

   Company standard guidelines. Employee may not exceed the Company standard

   guidelines for these expenses without express written authorization of the

   Company or the Company may choose not to fully reimburse the employee.

   Outside of these hourly employment contracts, Employee may not contract for or

   make any other commitments for the Company without its express, written

   consent.


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c. Soliciting Business. Employee will devote best efforts to attracting business to the

   Inn. This includes making recommendations to the company on ways to improve

   the business in written Quarterly reports that follow the Company’s standards.

   Additionally, this includes making marketing efforts including maintaining a

   website in accordance with the Company’s standards, placing ads in local

   directories such as the yellow pages, and maintaining a toll free 800 number for

   taking reservations over the phone. Employee will provide the Company with a

   proposed budget for marketing and business development initiatives that will

   require sign off by the Company. Employee will not exceed its marketing budget

   under any circumstance without the express authorization of the Company or else

   any excess cost may not be reimbursed by the Company.

d. Maintenance of Property. The Employee shall use his or her best efforts to

   maintain the property on behalf of the Company. This includes but is not limited

   to regularly scheduled lawn care and gardening services during the appropriate

   seasons, biannual inspection and maintenance of the heating and air conditioning

   units, and annual inspections of the gas and power lines. Additionally, the

   Employee shall have service level agreements (SLAs) with common contractors

   (e.g. plumbers, electricians, etc.) in accordance with the Company’s standards that

   will expedite the process of fixing any problems with the Inn, its units, or its

   surrounding property.

e. Comfort of Guests. Employee shall devote best efforts towards the comfort of the

   Inn’s patrons. All units will include a phone, TV with cable television, shower


                                    -3-
          with complimentary shampoo, conditioner and soap, lounge chair, desk with

          complimentary high-speed Internet access, and mini bar. Additionally, “best

          efforts” will include, but is not limited to, the daily cleaning of all units and the

          laundering of all used towels and sheets. An Inn employee shall work the front

          desk during normal business hours and will be accessible by phone from all units

          twenty four (24) hours a day, seven (7) days a week.

3. Compensation/Benefits.

      a. Base Salary. During the Employment Period, the Employee shall receive an

          annual rate of base salary (“Base Salary”) in an amount of $30,000, less required

          and authorized withholdings and deductions, payable in installments in

          accordance with the Company’s normal payroll practices. From time to time, the

          Company may adjust your salary and other compensation at its discretion.

          Employee’s Base Salary may be renegotiated if the employment arrangement is

          renewed following the Employment Period.

      b. Bonus. Employee will not receive any bonus.

      c. Welfare Plans. During the Employment Period, Employee shall be eligible to

          participate in each welfare benefit plan sponsored or maintained by the Company,

          including each group life, hospitalization, medical, dental, health, accident or

          disability insurance or similar plan or program of the Company. The Company

          may add, amend or discontinue any of its plans, programs, policies and procedures

          at any time for any or no reason with or without notice.

      d. Pension/Retirement Plans. Moreover, Employee will be eligible for each pension,


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   retirement, deferred compensation, savings or employee stock purchase plan

   sponsored or maintained by the Company. The Company may add, amend or

   discontinue any of its plans and procedures at any time for any or no reason with

   or without notice.

e. Disability Benefits. Employee will be eligible for each disability benefit

   sponsored or maintained by the Company. The Company may add, amend or

   discontinue its disability benefit plans and procedures at any time for any or no

   reason with or without notice.

f. Expenses. During the Employment Period, the Company shall pay or reimburse

   Employee for all reasonable expenses incurred or paid by Employee in

   performance of Employee’s duties hereunder, upon presentation of expense

   statements or vouchers and such other information as the Company may require in

   accordance with its generally applicable policies and procedures.

g. Personal Days. Personal Days encompass both the Employee’s sick days and

   vacation days. Employee shall be entitled to take seven (7) Personal Days of paid

   leave during the Employment Period. Personal Days will accrue one day per

   month for the first seven months. The accrual rate of Employee’s Personal Days

   may be renegotiated if the employment arrangement is renewed following the

   Employment Period. Personal Days will not carry over to the following year.

   Employee may only take Personal Days when there are adequate personnel in

   place to cover his or her managerial duties.

h. Indemnification. To the fullest extent permitted by law, the Company shall


                                    -5-
          indemnify Employee with respect to any actions commenced against Employee in

          his capacity as an agent of the Company. The Company shall advance to

          Employee on a timely basis an amount equal to the reasonable fees and expenses

          incurred in defending such actions, after receipt of an itemized request for such

          advance.

      i. Personal Use of Dining and Living Areas. During the Employment Period

          Employee and her children/stepchildren may continue to live in the top floor of

          the Inn at no additional cost. Employee is not authorized to permit any other

          individuals to live on the premises without the express written permission of the

          Company. Employee and her children will have full use of the dining and living

          areas at times when it is not in use by patrons or guests, or when it would

          otherwise impose on their comfort.

      j. Personal Use of Kitchen. A chef will be brought in to manage the meal service

          and restaurant and will be provided a room on the premises pursuant to the chef’s

          Employment Agreement. Employee and her children/stepchildren will have

          access to the kitchen facilities outside of the hours required by the chef and his

          staff. These hours may vary and will be determined at the sole discretion of the

          Company. Employee will have no control over the chef, his staff or the food

          served to the patrons. Employee may use portions of the kitchen facilities (storage

          areas, refridgerators, etc.) at the discretion of the chef and the Company.

4. Non-Competition; Confidential Information. Employee acknowledges that the Company

   conducts business throughout the United States and that his duties to Company relate to


                                           -6-
some or all of these territories and to some or all business lines of the Company.

   a. Prohibition on Competition. During the Employment Period and during the

       twelve (12) month period following the end of the Employment Period, Employee

       shall not directly or indirectly: (i) perform or provide any services to any

       individual or business in Virginia which is engaged in a type of business similar to

       the type of business conducted by Company; and (ii) own, manage, operate,

       control, be employed by, participate in, provide services or financial assistance to,

       or be connected in any manner with, the ownership, management, operation or

       control of any business in Virginia that directly competes with the Company.

       Furthermore, during the Employment Period and during the sixty (60) months

       following the end of the Employee Period, Employee shall not start another

       business in Virginia which is engaged in a type of business similar to the type of

       business conducted by Company.

   b. Confidentiality. Except as may be required by the lawful order of a court or

       agency of competent jurisdiction, or applicable law, or except to the extent that

       Employee has express authorization from the Company, Employee agrees to keep

       secret and confidential indefinitely all non-public information concerning the

       Company which was acquired by or disclosed to Employee during the course of

       Employee’s employment with the Company. Such non-public information shall

       include:

            i. Confidential and proprietary information which the Company has

               compiled to identify, develop and service its clients and customers.


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      ii. Information which the Company has compiled concerning the operations

          of the clients and customers of the Company, including key contacts

          within the clients’ and customers’ business, familiarity with special needs

          and customer characteristics, workers’ compensation information, profit

          margins, sales volumes, and other sensitive financial information.

      iii. Information which the Company has compiled concerning Employees and

          labor force at the Company including compilations of their names,

          addresses, job skills, employment histories and employment records to the

          extent such information constitutes a “trade secret” of the Company under

          applicable law and is not otherwise readily available to the general public.

   Upon termination of Employee’s employment, Employee shall promptly deliver to

   the Company all materials of a confidential nature relating to the business of the

   Company which are in Employee’s possession or control.

c. Non-Solicitation of Employees. During the Employment Period and the one-year

   period following the end of the Employment Period, Employee shall not directly

   or indirectly, for his own benefit or that of any other person, offer any

   employment in a similar field or business to any of the Company’s employees,

   agents or representatives. Employee shall not suggest or in any way encourage

   any of the Company’s employees, agents or representatives to terminate their

   employment or business association with the Company.

d. Company Property. Except as expressly provided, following the end of the

   Employment Period, Employee shall promptly return to the Company all property


                                    -8-
           of the Company

5. Severability. In the event that one or more of the provisions of this Agreement shall

   become invalid, illegal or unenforceable in any respect, the validity, legality and

   enforceability of the remaining provisions contained herein shall not be affected.

6. Arbitration and Equitable Remedies.

       a. Arbitration. All controversies and claims arising under or in connection with this

           Agreement or relating to the interpretation, breach or enforcement thereof shall be

           resolved by expedited, binding arbitration to be held in the Commonwealth of

           Virginia in accordance with the applicable rules of the American Arbitration

           Association governing employment disputes. Each party shall pay the cost of

           their own legal fees and expenses incurred in connection with the arbitration

           proceeding regardless of the outcome of arbitration.

       b. Equitable Remedies. Employee acknowledges that it would be impossible or

           inadequate to measure and calculate the Company’s damages from any breach of

           the covenants set forth in this Agreement. Accordingly, Employee agrees that if

           he or she breaches this Agreement, the Company will, in addition to any other

           right or remedy available, have the right to obtain an injunction from a court of

           competent jurisdiction restraining such breach or threatened breach and to enforce

           specific performance of any provision of this Agreement. Employee expressly

           consents to the issuance of such injunction and the ordering of specific

           performance.

7. Termination. Employee’s employment is terminable at-will. That means that Employee


                                            -9-
   or Company may terminate Employee’s employment at any time, for any reason or no

   reason at all. In the event that Company terminates Employee’s employment, Employee

   will be entitled to earned and unpaid salary, less required and authorized withholdings

   and deductions. In the event that Employee terminates employment, Employee will be

   entitled to earned and unpaid salary, less required and authorized withholdings and

   deductions, through the last day of employment. Regardless of the basis of Employee’s

   termination, Employee agrees to provide all assistance requested by Company in

   transitioning duties and responsibilities to other Company personnel, both during

   Employee’s employment and after his or her termination or resignation. Furthermore,

   Employee agrees to help the Company from time to time as necessary concerning matters

   that may have arisen during the course of Employee’s employment with Company. Such

   cooperation is an express condition of this Agreement.

8. Waiver. Waiver by any party of any breach or default by the other party of any of the

   terms of this Agreement shall not operate as a waiver of any other breach or default,

   whether similar to or different from the breach or default waived. No waiver of any

   provision of this Agreement shall be implied from any course of dealing between the

   parties. Any waiver must be in writing and signed by Employee or an authorized officer

   of the Company.

9. Assignment. Neither this agreement nor any of the rights or obligations hereunder shall

   be assigned or delegated to any party hereto without the prior written consent of the other

   party.

10. Entire Agreement. This Agreement, together with the Employee Handbook, constitutes


                                          -10-
       the entire agreement between the parties with respect to the matters referred to herein. No

       prior agreement relating to the terms of Employee’s employment by Company, oral or

       otherwise, shall be binding between the parties.

   11. Amendment. This Agreement may be amended, modified or supplemented by the mutual

       consent of the parties in writing. No oral amendment, modification or supplement shall

       be effective.

   12. Survivorship. All provisions in this Agreement related to Non-competition, Confidential

       Information, Indemnification, and Arbitration shall survive Employee’s termination of

       employment. Other provisions of this Agreement shall survive any termination of

       Employee’s employment to the extent necessary to preserve the intended rights and

       obligations of the parties.

   13. Governing Law. This Agreement shall be construed and regulated in all respects under

       the laws of the Commonwealth of Virginia without regard for conflicts of laws principles.

       Employee and the Company expressly consent to the personal jurisdiction and venue of

       the state and federal courts located in the Commonwealth of Virginia for any lawsuit filed

       there concerning Employee’s employment or the termination of Employee’s employment

       or any other matter arising from or relating to this Agreement.

   14. Counterparts. For convenience of the parties, this Agreement may be executed in one or

       more counterparts, each of which shall be deemed an original for all purposes.

   The parties state that they have read, understood and agree to be bound by this Agreement

and that they have had the opportunity to seek the advice of legal counsel before signing it and

have either sought such counsel or have voluntarily decided not to do so.


                                               -11-
Holton Inns, LLC                             Employee

By:   ____________________________           By:   ____________________________

Title: ____________________________          Printed Name: ______________________

Date: ____________________________           Date: ____________________________




                                      -12-
                                               June 30, 2005

BY FEDERAL EXPRESS                                                  PRIVILEGED ATTORNEY/
                                                                    CLIENT COMMUNICATION
Lima Holton
Holton Inns, LLC
1111 West Paces, Unit 100
Arlington, VA 22201
Phone: (703) 993-0011


Re: Draft Employment Agreement for Lima Holton/Holton Inns

Dear Mrs. Holton,

      I enjoyed meeting with you to discuss the terms you would like incorporated into the
Employment Agreement between Holton Inns and Ms. Van Tropp. I have prepared a draft
Employment Agreement and have included all of the terms we previously discussed.

        This Employment Agreement was drafted based on a number of samples readily available
on the intranet. You may browse these samples at the following URLs:

      http://contracts.onecle.com/avalonbay/blair.emp.2003.01.10.shtml
      http://smallbusiness.findlaw.com/business-forms-
       contracts/contracts/agreements/csx/snow.emp.1999.06.15.html
      http://www.ilrg.com/forms/employ-confid/us/va
      http://www.alllaw.com/forms/employment/employment_agreement/
      http://print.smallbusiness.findlaw.com/business-forms-contracts/form1-27(1).html
      http://print.smallbusiness.findlaw.com/business-forms-contracts/form1-29.html
      http://www.gentiva.com/investor/pdfs/gentiva2002_10k_exhibits.pdf

    In addition to the terms discussed in our meeting, this draft contains additional sections that
are standard in most Employment Agreements in Virginia. Moreover, as I was drafting the
Employment Agreement I had a few questions that I would like you to answer. I will incorporate
your answers into the next draft of this document. The questions include:

   1. Section 1.a states the employment arrangement is “renewable annually” based on mutual
      consent. Would you like to keep this or simply create a new agreement after a year?

   2. Section 1.b states either party may terminate the agreement by giving 14 days notice in
      writing. Shall I take this language out and make termination available at any time, with
      or without notice?


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3. Section 1.c regarding Ms. Van Tropp’s work schedule does not mention anything about
   additional compensation for overtime. The Fair Labor Standards Act (FLSA) requires
   that overtime pay be granted to employees for more than 40 hours of work per week. The
   Act does not mention anything about the number of days in the work week so requiring
   Ms. Van Tropp to work seven (7) days a week should not be a problem. Please let me
   know how you would like to handle overtime pay in this agreement.

4. Section 2.c states some of the things Ms. Van Tropp must do in order to use “best efforts”
   to solicit business. This includes but is not limited to maintaining an 800 number,
   keeping a website, and putting ads in local yellow pages and directories. Are there any
   other requirements you would like to explicitly state in this section?

5. Section 2.d discusses some of the requirements for Ms. Van Tropp to use “best efforts” in
   maintaining the property. This discusses lawn care, gardening services, inspection of
   heating and cooling units, etc. Are there any other requirements you would like to
   explicitly state in this section?

6. Section 2.e discusses the requirements for Ms. Van Tropp to use “best efforts” in
   maintaining the comfort and satisfaction of the Inn’s guests and patrons. This includes
   laundering services, keeping personnel at the front desk, as well as requiring the units
   have cable TV and internet access. Please review this section and let me know if you
   have any additions.

7. Section 3.c states that the employee will have access to all welfare (medical, dental,
   health, etc.) benefits of a typical Holton Inns employee. While this section is standard in
   typical employment agreements, I can remove it if Ms. Van Tropp will not have access tot
   these services.

8. Section 3.d. Similarly, this section states that Ms. Van Tropp will have access to pension
   and retirement plans that Holton Inns offers. Please let me know if I should keep this
   section.

9. Section 3.f discusses the expense reimbursement policy. We did not discuss this in detail
   so there are few limitations or requirements specifying appropriate expenses and
   inappropriate expenses. Do you have any additional requirements you would like to add
   to this section?

10. Section 3.g combines vacation days and sick days into the single grouping of “personal
    days.” I have drafted the agreement to grant her seven days of vacation rather than the
    one week discussed because usually one week would equate to five (5) business days. I
    have also drafted the language so that there is no carry over to the following year. Please
    let me know if you would like this to change.

11. Section 3.h. Indemnification gives Ms. Van Tropp access to Holton Inns legal services

                                            -2-
       should she be involved in litigation that involves her capacity as an agent of Holton Inns.
       If you would like, I can add language to this section that gives Holton Inns much more
       control over the legal process (use of preferred lawyers, etc.) if Ms. Van Tropp decides to
       leverage Holton Inns legal services. As it is currently drafted, she would be able to
       handle the litigation herself and simply give Holton Inns the bill.

   12. Section 4.b adds a confidentiality agreement that we had not talked about. It ensures that
       Ms. Van Tropp will keep non-public information about Holton Inns private including
       financial information and employment information. Please let me know if you would like
       this to expand in any way.

   13. Section 6 discusses arbitration and equitable remedies. We did not discuss this but it is
       common in employment agreements for the parties to agree to settle disputes through
       arbitration to prevent going through lengthy, expensive legal battles. I have drafted this
       agreement such that disputes would be handled through the American Arbitration
       Association (http://www.adr.org/). They have over 8,000 arbitrators worldwide and have
       arbitrated over 2 million cases. Currently, the language is drafted such that each party
       would pay its own legal fees in association with the arbitration, regardless of the outcome
       of the arbitration. Please let me know if you would like to handle disputes in a different
       way.

   14. Section 13 simply states that the governing law for any potential conflicts is the
       Commonwealth of Virginia. Please let me know if Holton Inns would prefer a different
       set of governing law.

        I truly appreciate your assistance in this process. By helping me collect this information,
you are enabling us to better represent your interests and ensure your interests are accurately
protected in this new business initiative. Please call me if you have any questions. If I do not
receive any corrections or additions to the Employment Agreement by July 8th, I will call you to
confirm that you do not have any changes.

                                              Very truly yours,

                                              321




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Description: In some circumstances, an employee will have a contract between themselves and their employer. The contract states and spells out the terms and conditions of the position. The employee is under a number of obligations to his or her employer. That is they must turn up and fulfill all their basic duties and obligations. This agreement clarifies what is expected of the employee and in return what he or she will receive. This document is a pretty standard example of a contract. Either party cam terminate the agreement on 14 days notice. Following the agreement is a letter from the attorney of the employee with some queries to the employer. This is important as changes can be made to the agreement but it is easier to do so before it is signed. Also if there are any doubts as to interpretation of clauses, it is better than both parties are aware of the other sides point of view before any disputes break out.
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