This is an employment agreement between an employee and a corporation that sets out
the terms and conditions of employment. Usually, corporations hire employees at an at-
will basis that can be terminated by either party at any time for any reason. This
particular employment agreement is not at-will, rather, it requires a term to be specified
that prevents termination unless it is for just cause. Additionally, this agreement includes
a trade secrets clause that prevents the employee from disclosing proprietary
information of the corporation. This document should be used by small businesses that
want to hire employees for a certain term while protecting their trade secrets.
General Form of Employment Agreement with Trade Secrets Protection
Employment Agreement between (Name of Employee) of (street address, city,
county, state, zip code), referred to herein as (Employee), and (Name of Employer), a
corporation organized and existing under the laws of the state of ______________, with its
principal office located at (street address, city, county, state, zip code), referred to herein as
Whereas, Employer is engaged in the business of (describe the type of business), and
maintains an office at (address of business);
Whereas, Employee has been engaged and has had a great deal of experience in the
Whereas, Employee is willing to be employed by Employer, and Employer is willing to
employ Employee, on the terms, covenants, and conditions set forth in this Agreement.
In consideration of the matters described above, and of the mutual benefits and
obligations set forth in this Agreement, the parties agree as follows:
A. Employer employs, engages, and hires Employee as a (name of position of
employment) to (description of duties), and Employee accepts and agrees to such hiring,
engagement, and employment, subject to the general supervision and pursuant to the orders,
advice, and direction of Employer.
B. Employee shall perform such other duties as are customarily performed by one
holding such position in other, same, or similar businesses or enterprises as that engaged in by
Employer, and shall also additionally render such other and unrelated services and duties as
may be assigned to him from time to time by Employer.
2. Best Efforts of Employee
Employee agrees that he will at all times faithfully, industriously, and to the best of his
ability, experience, and talents, perform all of the duties that may be required of and from him
pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of
Employer. Such duties shall be rendered at (address of employment), and at such other place
or places as Employer shall in good faith require or as the interest, needs, business, or
opportunity of Employer shall require.
3. Term of Employment
The term of this Agreement shall be a period of ____ years, commencing on (date), and
terminating on (date), subject, however, to prior termination as provided in this Agreement. At
the expiration date of (date), this Agreement shall be considered renewed for regular periods of
one year, provided neither party submits a notice of termination.
4. Compensation of Employee
Employer shall pay Employee, and Employee shall accept from Employer, in full
payment for Employee's services under this Agreement, compensation at the rate of
$__________ per year, payable twice a month on the 15th and 30th of each month while this
Agreement shall be in force. Employer shall reimburse Employee for all necessary expenses
incurred by Employee while traveling pursuant to Employer's directions.
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5. Termination due to Discontinuance of Business
In spite of anything contained in this Agreement to the contrary, if Employer shall
discontinue operating its business at (address of business), then this Agreement shall terminate
as of the last day of the month in which Employer ceases operations at such location with the
same force and effect as if such last day of the month were originally set as the termination date
of this Agreement.
6. Other Employment
Employee shall devote all of his time, attention, knowledge, and skills solely to the
business and interest of Employer, and Employer shall be entitled to all of the benefits, profits,
or other issues arising from or incident to all work, services, and advice of Employee, and
Employee shall not, during the term of this Agreement, be interested directly or indirectly, in any
manner, as partner, officer, director, shareholder, advisor, Employee, or in any other capacity in
any other business similar to Employer's business or any allied trade; provided, however, that
nothing contained in this section shall be deemed to prevent or to limit the right of Employee to
invest any of his money in the capital stock or other securities of any corporation whose stock or
securities are publicly owned or are regularly traded on any public exchange, nor shall anything
contained in this section be deemed to prevent Employee from investing or limit Employee's
right to invest his money in real estate.
7. Recommendations for Improving Operations
Employee shall make available to Employer all information of which Employee shall
have any knowledge and shall make all suggestions and recommendations that will be of
mutual benefit to Employer and Employee.
8. Trade Secrets
Employee shall not at any time or in any manner, either directly or indirectly, divulge,
disclose, or communicate to any person, firm, corporation, or other entity in any manner
whatsoever any information concerning any matters affecting or relating to the business of
Employer, including but not limited to any of its customers, the prices it obtains or has obtained
from the sale of, or at which it sells or has sold, its products, or any other information concerning
the business of Employer, its manner of operation, its plans, processes, or other data without
regard to whether all of the above-stated matters will be deemed confidential, material, or
important, Employer and Employee stipulating that as between them, such matters are
important, material, and confidential and gravely affect the effective and successful conduct of
the business of Employer, and Employer's good will, and that any breach of the terms of this
Section shall be a material breach of this Agreement.
9. Trade Secrets After Termination of Employment
All of the terms of the above Section 8 of this Agreement shall remain in full force and
effect for the period of (number) years after the termination of Employee's employment for any
reason, and during such (number)-year period, Employee shall not make or permit the making
of any public announcement or statement of any kind that he was formerly employed by or
connected with Employer.
10. Additional Compensation
Employee shall not be entitled to any additional compensation by reason of any service
that he may perform as the member of any manages committee of Employer, or if he shall at
any time be elected an officer of director of Employer.
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11. Employee’s Inability to Contract for Employer
In spite of anything contained in this Agreement to the contrary, Employee shall not have
the right to make any contracts or commitments for or on behalf of Employer without first
obtaining the express written consent of Employer.
Employee shall be entitled to (number) days of paid vacation each year during the term
of this Agreement, the time for such vacation to be determined by mutual Agreement between
Employer and Employee.
A. This Agreement may be terminated with or without cause by either party on
(number) days' written notice to the other. If Employer shall so terminate this Agreement,
Employee shall be entitled to compensation for (number) days.
B. In the event of any violation by Employee of any of the terms of this Agreement,
Employer may terminate employment without notice and with compensation to Employee only to
the date of such termination.
C. It is further agreed that any breach or evasion of any of the terms of this
Agreement by either party will result in immediate and irreparable injury to the other party and
will authorize recourse to injunction and or specific performance as well as to all other legal or
equitable remedies to which such injured party may be entitled under this Agreement.
14. Termination for Disability
A. In spite of anything in this Agreement to the contrary, Employer has the option to
terminate this Agreement if Employee shall, during the term of this Agreement, become
permanently disabled as the term permanently disabled is fixed and defined in this Section.
Such option shall be exercised by Employer giving notice to Employee by registered mail,
addressed to him in care of Employer at the above address of Employer or at such other
address as Employee shall designate in writing of Employer's intention to terminate this
Agreement on the last day of the month during which such notice is mailed. On the giving of
such notice, this Agreement shall cease on the last day of the month in which the notice is so
mailed, with the same force and effect as if such last day of the month were the date originally
set forth in this Agreement as the termination date of this Agreement.
B. For the purposes of this Agreement, Employee shall be deemed to have become
permanently disabled, if, during any year of the term of this Agreement, because of ill health,
physical or mental disability or for other causes beyond Employee's control he shall have been
continuously unable or unwilling or shall have failed to perform his duties under this Agreement
for (number) consecutive days, or if, during any year of the term of this Agreement, Employee
shall have been unable or unwilling or shall have failed to perform [his/her] duties for a total
period of (number) days, irrespective of whether or not such days are consecutive. For the
purposes of this Agreement, the term any year of the term of this Agreement is defined to
mean any 12-calendar-months period commencing on (date), and terminating on (date), during
the term of this Agreement.
15. No Waiver
The failure of either party to this Agreement to insist upon the performance of any of the
terms and conditions of this Agreement, or the waiver of any breach of any of the terms and
conditions of this Agreement, shall not be construed as subsequently waiving any such terms
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and conditions, but the same shall continue and remain in full force and effect as if no such
forbearance or waiver had occurred.
16. Governing Law
This Agreement shall be governed by, construed, and enforced in accordance with the
laws of the State of __________.
Any notice provided for or concerning this Agreement shall be in writing and shall be
deemed sufficiently given when sent by certified or registered mail if sent to the respective
address of each party as set forth at the beginning of this Agreement.
18. Attorney’s Fees
In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party
in the action shall pay to the successful party, in addition to all the sums that either party may be
called on to pay, a reasonable sum for the successful party's attorney fees.
19. Mandatory Arbitration
Any dispute under this Agreement shall be required to be resolved by binding arbitration
of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one
arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall
arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration
Association then in force and effect.
20. Entire Agreement
This Agreement shall constitute the entire agreement between the parties and any prior
understanding or representation of any kind preceding the date of this Agreement shall not be
binding upon either party except to the extent incorporated in this Agreement.
21. Modification of Agreement
Any modification of this Agreement or additional obligation assumed by either party in
connection with this Agreement shall be binding only if placed in writing and signed by each
party or an authorized representative of each party.
22. Assignment of Rights
The rights of each party under this Agreement are personal to that party and may not be
assigned or transferred to any other person, firm, corporation, or other entity without the prior,
express, and written consent of the other party.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute but one and the same
In this contract, any reference to a party includes that party's heirs, executors,
administrators, successors and assigns, singular includes plural and masculine includes
WITNESS our signatures as of the day and date first above stated.
(Name of Employer)
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(Printed name) (Printed name & Office in Corporation)
(Signature of Employee) (Signature of Officer)
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