VIEWS: 652 PAGES: 8 CATEGORY: Hiring Employees POSTED ON: 1/20/2012
This is an agreement between an employer and an employee outlining terms and conditions of the employment, such as compensation and benefits. The agreement contains a non-compete and non-solicitation provisions as well as a confidentiality provision that prohibits the employee from disclosing the company’s confidential information and two non-solicitation provisions that prohibit the employee from soliciting the company’s customers and/or other employees for a period of time after termination. This form contains both standard clauses and opportunities for the use of optional terms and conditions making it fully customizable to fit the needs of the contracting parties. This employment agreement should be retained by the human resources department and kept in the employee’s personnel file.
This is an agreement between an employer and an employee outlining terms and conditions of the employment, such as compensation and benefits. The agreement contains a non-compete and non-solicitation provisions as well as a confidentiality provision that prohibits the employee from disclosing the company’s confidential information and two non-solicitation provisions that prohibit the employee from soliciting the company’s customers and/or other employees for a period of time after termination. This form contains both standard clauses and opportunities for the use of optional terms and conditions making it fully customizable to fit the needs of the contracting parties. This employment agreement should be retained by the human resources department and kept in the employee’s personnel file. Employment Contract for Manager or Executive This agreement, dated as of _____, [Instruction: Insert date.] by and between ____, [Instruction: Insert employee’s name.] having an address at ________ [Instruction: Insert employee’s address.] (“Employee”) and _________, [Instruction: Insert company name.] a _______ [Instruction: Insert corporate filing information including entity type and state.] having a principal place of business located at _________ [Instruction: Insert company principal place of business address.] (“Company”) (the “Agreement”). WHEREAS the Employee and the Employer wish to enter into an employment agreement governing the terms and conditions of employment; THEREFORE, in consideration of the promises and mutual covenants and agreements hereinafter contained, and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by the parties hereto), it is agreed by and between the parties hereto as follows: 1. Term of Employment The employment of the Employee shall commence the date hereof and continue for an indefinite term until terminated in accordance with the provisions of this agreement. 2. Compensation and Benefits In consideration of the services to be provided by him hereunder, the Employee, during the term of his employment, shall be paid a base salary of $___ [Instruction: Insert salary.] in equal semi-monthly installments, in arrears, less applicable statutory and voluntary deductions. In addition, the Employee is entitled to receive benefits in accordance with the Employer's standard benefit package, as amended from time to time. [Comment: If additional or alternative compensation to be provided, including but not limited to bonuses of any sort, vacation, sabbatical time, 401K match or other profit sharing, please revise the language to reflect the applicable information, including necessary vesting information. If stock options are being granted, same should be fully discussed here.] Compensation and benefits will be reviewed annually. Notwithstanding the foregoing, the Company may at any time determine it will pay Employee any supplemental compensation, in a form of its choice, in its sole discretion. [Comment: Company should consider including how these benefits will accrue and whether same are payable upon termination.] 3. Duties and Responsibilities The Employee shall be employed in the capacity of ___, [Instruction: Insert Employee title.] the current duties and responsibilities of which are set out in Schedule A-Duties and Responsibilities annexed hereto and forming part of this Agreement. These duties and responsibilities, and the title given to Employee may be amended from time to time in the sole discretion of the Employer, subject to formal notification of same being provided to the Employee. Such duties shall only be increased beyond the scope of those responsibilities reasonably related to the current duties in the following event: _____ [Instruction: Insert reasons why duties would be revised.]. Company will perform a performance review at least annually, in accordance with Company policy. © Copyright 2012 Docstoc Inc. 2 4. Location of Employment The Employee will principally work at Company’s ____ [Instruction: Insert location of employee’s office.] location. Employee will be expected to routinely work from this location, however, occasional remote access will be permitted so long as Employee continues best efforts to perform his duties as set forth hereunder. In such instance, Company shall make best efforts to provide Employee with the necessary tools to permit remote access. During any such times of remote access, Employee shall be available to Company during his normal business hours. Employee will be expected to travel locally at Company’s sole cost and expense, during normal business hours, at Company’s sole discretion. [Comment: Revise as necessary to reflect accurate travel and location information.] 5. Permitted Outside Activities Employee shall devote his best efforts to performing his duties hereunder. While employed by the Company, Employee neither shall perform the duties set forth hereunder for any other entity, party or company other than Company except as otherwise provided in this Agreement nor engage in any other professional activity that in any way interferes with his duties hereunder, whether such activity is pursued for gain, profit or other pecuniary advantage, unless he first acquires the Company’s prior written consent. Nothing herein does or will be construed or interpreted to prevent Employee from engaging in essentially passive investing (e.g. real estate, trading in securities or commodities, etc.) for his own account as long as doing so does not adversely affect his performance of his duties hereunder or if same is otherwise prohibited hereby or pursuant to applicable law. Nothing herein does or will be construed or interpreted to prevent Employee from drafting, submitting or publishing any white papers, whether same are or may be paid work, or from engaging in social media events such as “blogging”, to the extent same are permitted pursuant to the Company handbook. [Comment: Parties may change this language to reflect the true agreement between the parties. Permitted activities may include but are not limited to such activities as speaking engagements, publishing or otherwise.] 6. Termination of Employment The Employer may terminate the employment of the Employee at any time: A. for just cause, in which case the Employee is not entitled to any advance notice of termination or compensation in lieu of notice; B. without just cause, in which case the Employer shall provide the Employee with advance notice of termination or compensation in lieu of notice equal to: 1 month plus 2 weeks per year of completed service with the Employer, to a maximum of fifteen (15) months. [Comment: Revise the foregoing to reflect applicable severance package. Company should note many severance packages are common to the particular trade or position.] The Employee may terminate his employment at any time by providing the Employer with at least eight (8) weeks advance notice of his intention to resign. 7. Restrictive Covenant © Copyright 2012 Docstoc Inc. 3 Following the termination of the Employee’s employment, the Employee shall, for a period of one year following the said termination or voluntary withdrawal, within the _____ [Instruction and Comment: Insert geographic area. Company may wish to seek the advice of counsel experienced in restrictive covenants if this paragraph is to be included, as various jurisdictions have ruled differently with respect to the scope of restrictive covenants.] refrain from either directly or indirectly soliciting or attempting to solicit the business of any client or customer of the Employer for his own benefit or that of any third person or organization, and shall refrain from either directly or indirectly attempting to obtain the withdrawal from the employment by the Employer of any other Employee of the Employer having regard to the same geographic and temporal restrictions. 8. Confidentiality The Employee acknowledges that, in the course of performing and fulfilling his duties hereunder, he may have access to and be entrusted with confidential information concerning the present and contemplated financial status and activities of the Employer, the disclosure of any of which confidential information to competitors of the Employer would be highly detrimental to the interests of the Employer. The Employee further acknowledges and agrees that the right to maintain the confidentiality of such information constitutes a proprietary right which the Employer is entitled to protect. Accordingly, the Employee covenants and agrees with the Employer that he will not, during the continuance of this agreement, disclose any of such confidential information to any person, firm or corporation, nor shall he use same, except as required in the normal course of his engagement hereunder, and thereafter he shall not disclose or make use of the same. [Comment: Depending on the type of access Employee will have to confidential information, Company may also wish to include any potential intellectual property in this confidentiality section, including trademarks, patents, trade secrets, among others.] 9. Assignment This Agreement shall be assigned by the Employer to any successor employer and be binding upon the successor employer. The Employer shall ensure that the successor employer shall continue the provisions of this Agreement as if it were the original party of the first part. The obligations set forth in this Agreement may not be assigned by the Employee. [Optional language: Notwithstanding the foregoing, Employee shall have the right to assign his rights to receive any benefit hereunder, to the extent permitted pursuant to applicable law.] 10. Severability Each paragraph of this agreement shall be and remain separate from and independent of and severable from all and any other paragraphs herein except where otherwise indicated by the context of the agreement. The decision or declaration that one or more of the paragraphs are null and void or unenforceable shall have no effect on the validity or enforceability of any or all of the remaining paragraphs of this agreement. 11. Notice Any notice required to be given hereunder shall be deemed to have been properly given if delivered personally or sent by pre-paid registered mail as follows: © Copyright 2012 Docstoc Inc. 4 a. to the Employee: _____ [Instruction: Insert address.] b. to the Employer: _____ [Instruction: Insert address.] and if sent by registered mail shall be deemed to have been received on the 4th business day of uninterrupted postal service following the date of mailing. Any notice delivered personally shall be deemed to have been received on the date delivered. Either party may change its address for notice at any time, by giving notice to the other party pursuant to the provisions of this Agreement. 12. General A. The waiver by one party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any previous or subsequent breach of the same or any other provision by the other party. B. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, and may not be changed orally, but only by an agreement in writing signed by the party against whom the enforcement of any waiver, change, modification, extension or discharge is sought. C. This Agreement is governed in accordance with the laws (other than choice-of-laws principles) of the State of _____. [Instruction: Insert state.] D. The terms of this Agreement are confidential and no press release or other written or oral disclosure of any nature regarding the terms of this Agreement shall be made by either party without the other party’s prior written approval, including any disclosure to any other employee of Company; however, approval for such disclosure shall be deemed given to the extent such disclosure is required to comply with governmental rules or a valid court order, or to the extent such disclosure would be required to another employee of Company to process any necessary employment functions of Employee, including payroll and tax reporting. E. This Agreement or any subsequent amendment or modification hereto may be executed by facsimile and/or in one or more counterparts, each of which when so executed and delivered shall be deemed an original, but all of which taken together shall constitute but one and the same original. Each party shall accept any such signed faxed counterpart as full execution of this Agreement or any subsequent amendment or modification thereto. F. The pronouns used herein shall include, where appropriate, either gender or both, singular and plural. G. The person(s) executing this Agreement hereby represent and warrant that each respectively has the authority to execute this Agreement on behalf of the party for which he is executing. H. The descriptive headings used herein are for convenience of reference only and they are not intended to have any effect whatsoever in determining the rights or obligations of the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first set forth above. © Copyright 2012 Docstoc Inc. 5 ____________________ ________________________ Employee’s Signature Block Company Signature Block [Comment: Depending on type of position of employment, parties may also wish to consider including indemnification clauses and clauses regarding insurance, such as director’s insurance, as well as provisions regarding disability and/or death of the employee.] © Copyright 2012 Docstoc Inc. 6 Schedule A-Duties and Responsibilities © Copyright 2012 Docstoc Inc. 7
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