Employment Agreement - Non-Compete and Confidentiality Covenants

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Employment Agreement - Non-Compete and Confidentiality Covenants Powered By Docstoc
					This is an agreement between an employer and an employee outlining terms of the
employment for the employee, including employment period, compensation, scope of
duties and responsibilities, and vacation policy. The agreement also contains restrictive
covenants, such as a confidentiality clause and a non-competition clause whereby the
employee agrees not engage in or be employed in a competing company and agrees
not to solicit company customers or clients for a set amount of time. This employment
agreement should be retained by the human resources department and kept in the
employee’s personnel file.




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            Detailed Employment Agreement with Benefits Described, Covenant
                        not to Compete and Confidentiality Clause


       Employment Agreement made on the (date), between (Name of Employee) of (street
address, city, county, state, zip code), referred to herein as Employee, and (Name of
Company), 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 Company.

         Whereas, Employee and the Company desire to enter into an employment agreement to
fully recognize the contributions of the Employee to the Company and to assure continuous
harmonious performance of the affairs of the Company;

       Now, therefore, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:

1.      Employment
        Company hires Employee as (job title) of the Company and Employee does accept such
employment upon the terms and conditions set forth in this Agreement and agrees to perform
the duties required of him to the best of his ability.

2.     Term of Employment
       The terms of this Agreement shall commence as of (date) and shall continue until (date)
and subsequently from month to month. Company may terminate this Agreement upon
____________ days' notice and Employee may terminate this Agreement upon __________
days' written notice to the Company. In such event Employee shall continue to receive his
compensation and Employee shall continue to render services through the date of termination.

3.      Compensation
        For services rendered by Employee under this Agreement, Company shall pay the
        Employee the sum of $________ per (designate period, e.g. monthly or weekly), with
        said amount to be paid on a (e.g., monthly period).

4.      Benefits of Employee
        Employee shall also receive the following benefits:

        A.    Employee shall have (number) paid sick days per (e.g. fiscal year), provided that
        Employee shall not be entitled to more than (number) paid sick days during the first
        (number) days of employment.

        B.       Employee shall have (number) paid personal days per (e.g. fiscal year), provided
        that the Employee shall not be entitled to more than (number) paid personal days during
        the first (number) days of employment.

        C.    Employee shall receive towards his moving expenses: (e.g. a flat sum or the
        amount spent) for the following expenses:
            moving vans;
            storage of goods in transit;
            mileage at ____________ cents per mile;


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               any sales commission on the sale of Employee's present residence or the
                difference between $____________ and the actual sale price (if less) of
                Employee's present residence; and
               all motel and hotel room expenses up to $____________ per day for a maximum
                of _____ days.

        D.    Employee shall participate in the deferred compensation plan attached to this
        Agreement as Exhibit A.

        E.       Employee shall participate in the following Employee benefit plans, according to
        the following terms and conditions (to the extent supplemented by the respective plans
        themselves):

                1.      Medical insurance with the following features:

                        a.       Hospital:

                                i.      Room and Board: $____________;
                                ii.     Maximum No. of Days: ____________;
                                iii.    Intensive Care Additional: $ ____________;
                                iv.     Intensive Care No. of Days: ____________;
                                v.      Maximum Extra Charges: $____________;
                                vii.    Surgical Schedule: ____________;
                                viii.   Anesthesia: ____________;
                                ix.     In-Hospital Benefit: ____________;
                                x.      Hospital Out-Patient: ____________;
                                xi.     Supplemental Accident: ____________;
                                xii.    Radiation Therapy: ____________;
                                xiii.   Diagnostic X-Ray and Lab: ____________; and
                                xiv.    Maternity: ____________.

                        b.      Major Medical:

                                i.      Maximum: $____________;
                                ii.     Deductible: $____________;
                                iii.    Coinsurance: ____________;
                                iv.     Prescription Drugs: ____________;
                                v.      Out-Patient: ____________; and
                                vi.     Convalescent Care: ____________

                        c.      Carrier: ____________________________________________.

                2.      Disability Insurance with the following features:

                        a.      Carrier: ___________________________________________;

                        b.      Wait upon accidental disability: ____________;

                        c.      Wait upon sickness: ____________;

                        d.      Benefit per week: $____________;


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                        e.      Reduction for partial disability: ____________;

                        f.      Reduction for ability to be employed in some other job:
                                ____________;

                        g.      Benefit period upon accident: ____________; and

                        h.      Benefit period upon sickness: ____________;

                3.      Group Term Life Insurance with a death benefit of _______________.

                4.      Fully paid vacation days per year: ____________.

                5.      Fully paid sick days per year: ____________.

                6.      Work Related Educational Benefits:

                        a.      Days fully paid: ____________;

                        b.      Maximum course charge/day: $____________;

                        c.      Maximum course and book costs per corporate fiscal year:
                                $____________.

                7.      A qualified retirement plan benefit which has the following features:

                        a.      Name of Plan: _____________________________________;

                        b.      Minimum age for participation: ____________;

                        c.      Minimum service for participation: ____________;

                        d.      Employment status (categories): ____________;

                        e.      Vesting: ____________;

                        f.      Company contribution formula: _________________________;

                        g.      Employee contribution formula: ___________________________;

                        h.      Effective date of Plan: ____________; and

                        I.      Initial contribution: $____________;

                8.      A deferred compensation plan which has the following features:

                        a.      Benefit on Death: $____________;

                        b.      Benefit on Disability: $____________;



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                        c.      Benefit on Retirement or Termination before age 65:
                                $____________;

                        d.      Benefit on Retirement or Termination after age 65:
                                $____________;

                9.     Car expense allowance of ($_____ per month or $____________ cents
                per mile).

                10.     Payment of all business association dues.

5.     Vacation
       Employee shall be entitled to a minimum paid vacation of ____ days for each 12-month
period of employment, which the Employee shall have the right to take during the last
____________ months of each fiscal year of the Company or subsequent to such 12-month
period as shall be reasonably consistent with his duties and obligations to the Company.

6.     Expenses
       Employee is authorized to incur reasonable expenses incurred on behalf of the
Company including, but not limited to, expenses for entertainment, travel, management
seminars, related travel and related use of the telephone, limited as follows: (specify limitations,
such as: entertainment shall be limited to $____________ per year.)

7.      Work Facilities
        Company shall provide and maintain such facilities, equipment, supplies and personnel
as it deems necessary for the Employee's performance of his duties under this Agreement.

8.      Duties
        Employee's duties shall include, but not be limited to, rendering services at such times
and on such days as determined by the Board of Directors of the Company, keeping and
maintaining (or causing to be kept or maintained) appropriate records relating to all services
rendered by him and preparing and attending to (in connection with such services) all reports,
claims, and correspondence necessary to his employment and doing all things reasonable to
maintain and improve his professional skills. Employee's other duties shall be such as the Board
of Directors may from time to time reasonably direct. Employee shall perform his duties under
this Agreement in accordance with such standards of professional ethics and practice as may
from time to time be applicable during the term of his employment under this Agreement.

9.       Extent of Services
         Employee shall devote his entire time, attention, and energies to the business of the
Company, and shall not during the term of this Agreement be engaged in any other business
activity, whether or not such business activity is pursued for gain, profit, or other pecuniary
advantage, without the prior written consent of the Company first obtained; but this shall not be
construed as preventing the Employee from investing, when such investment will not interfere
with the Employee's full-time employment by the Company.

10.     Covenant Not to Compete
        During the period Employee is under contract with Company, and for a period of ____
year(s) after termination of said contract, Employee will not directly or indirectly:




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        A.      Recruit, solicit, induce, or attempt to induce any of the employees or customers
        of the Company to terminate their employment or contractual relationship with Company.

        B.      Solicit, divert, take away, or attempt to divert or take away, from the Company
        any of its business or the patronage of its customers, clients, accounts, vendors or
        suppliers for products, sold, distributed or processed by the Company, and Employee
        shall not assist any other person to do so.

        C.       If any restriction set forth in this Section 10 is found by any court of competent
        jurisdiction to be unenforceable because it extends for too long a period of time or over
        too great a range of activities or in too broad a geographic area, it shall be interpreted to
        extend only over the maximum period of time, range of activities or geographic area as
        to which it may be enforceable.

        D.     The restrictions contained in this Section 10 are necessary for the protection of
        the business and goodwill of the Company and are considered by Employee to be
        reasonable for such purpose. Employee agrees that any breach of this Section 10 will
        cause the Company substantial and irrevocable damage and therefore, in the event of
        any such breach, in addition to such other remedies which may be available, the
        Company shall have the right to seek specific performance and injunctive relief.

11.    Confidentiality.
       Contractor and Employer both acknowledge that all information and materials furnished
from the Employer concerning this Agreement and the performance of it is confidential and may
not be used for any purpose other than in connection with this Agreement.

12.     Severability
        The invalidity of any portion of this Agreement will not and shall not be deemed to affect
the validity of any other provision. If any provision of this Agreement is held to be invalid, the
parties agree that the remaining provisions shall be deemed to be in full force and effect as if
they had been executed by both parties subsequent to the expungement of the invalid provision.

13.     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
and conditions, but the same shall continue and remain in full force and effect as if no such
forbearance or waiver had occurred.

14.     Governing Law
        This Agreement shall be governed by, construed, and enforced in accordance with the
laws of the State of __________.

15.   Notices
      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.

16.     Attorney’s Fees




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        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.

17.     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.

18.    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.

19.     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.

20.    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.

21.    In this contract, any reference to a party includes that party's heirs, executors,
administrators, successors and assigns, singular includes plural and masculine includes
feminine.

        WITNESS our signatures as of the day and date first above stated.
                                              (Name of Company)


________________________                      By:_________________________
(Printed name)                                   (Printed name & Office in Corporation)
(Signature of Employee)                          (Signature of Officer)




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Description: This is an agreement between an employer and an employee outlining terms of the employment for the employee, including employment period, compensation, scope of duties and responsibilities, and vacation policy. The agreement also contains restrictive covenants, such as a confidentiality clause and a non-competition clause whereby the employee agrees not engage in or be employed in a competing company and agrees not to solicit company customers or clients for a set amount of time. This employment agreement should be retained by the human resources department and kept in the employee’s personnel file.