This is an agreement between an employer and an employee outlining the terms of the employment for the employee, including employment period, compensation, scope of duties and responsibilities, and leave policy. The agreement also contains restrictive covenants, such as a nondisclosure clause whereby the employee agrees not to reveal company confidential and proprietary information; a non-competition clause whereby the employee agrees not engage in or be employed in a competing company for a set amount of time; and a non-solicitation clause whereby the employee agrees not to solicit company customers or clients for a set period of time. 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 the terms of the employment for the employee, including employment period, compensation, scope of duties and responsibilities, and leave policy. The agreement also contains restrictive covenants, such as a nondisclosure clause whereby the employee agrees not to reveal company confidential and proprietary information; a non-competition clause whereby the employee agrees not engage in or be employed in a competing company for a set amount of time; and a non-solicitation clause whereby the employee agrees not to solicit company customers or clients for a set period of time. This employment agreement should be retained by the human resources department and kept in the employee’s personnel file. EMPLOYMENT AGREEMENT - Proprietary This EMPLOYMENT AGREEMENT, made on this _____ day of ___________________, 201_______, (”Effective Date”), by and between _______________________ (the “Company”), a ______________________ [STATE WHERE BUSINESS IS INCORPORATED OR WHERE IT DOES BUSINESS, IF NOT INCORPORATED] corporation with its principal place of business at ____________ ______________________________________ [PROVIDE COMPANY ADDRESS], and _______________________ (the “Employee”), residing at _______________________ _____________________________________________. [EMPLOYEE'S ADDRESS] WHEREAS, the Company wishes to secure the services of Employee for the term of this Agreement, and the Employee is willing to serve as an employee of the Company upon the terms and conditions hereinafter provided. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto hereby agree as follows: 1. EMPLOYMENT The Company hereby employs Employee to serve as __________________, [PROVIDE JOB TITLE OR DESCRIPTION] and Employee hereby accepts such employment by the Company, upon the terms and conditions herein provided. 2. DUTIES AND RESPONSIBILITIES Employee shall report to _______________________ [NAME AND/OR TITLE OF SUPERVISOR] of the Company. Employee agrees to discharge such duties as may be delegated to him from time-to-time by the Company. The Company reserves the right to change or modify the designation of Employee or his duties at Company's discretion from time-to-time. Employee shall devote his full time and attention for the performance of the duties assigned to him. During the term of his employment the Employee shall not engage in any other business or occupation. However, Employee is not prohibited from making passive or personal investments for which the expenditure of time is not required. Employee acknowledges that he shall travel, as reasonably required by the Company, in connection with his employment. 3. LOCATION The initial principal location at which the Employee shall perform services for the Company shall be ________________________ © Copyright 2011 Docstoc Inc. 2 4. TERM This agreement shall commence on the Effective Date and shall continue for a period of ________ years (hereinafter, the "initial term"). At the expiration of the Initial Term, this Agreement shall be automatically extended for additional successive one (1) year terms (the renewal term) unless either party gives written notice of its intention to the other party not less than ninety (90) days prior to the expiration of the then current term and any renewal term. 5. VACATION AND SICK LEAVE Employee shall be entitled to sick leave in consistent with existing Company policies published in the current personnel policy manual and vacation of not less than _________________ working days each year during the term or extension hereof. 6. COMPENSATION In consideration for all services rendered by Employee in any capacity during his employment under this Agreement the Company shall pay Employee a salary of $_______ per year, payable at regular payroll periods. In addition, Employee shall be paid an annual incentive bonus in such amounts and at such times as shall be determined by the Company. 7. OWNERSHIP OF WORK PRODUCT (a) The Employee hereby acknowledges and agrees that he has no right to or interest in the Work Products resulting from the Services performed hereunder in connection with the Services hereunder. The Employee further acknowledges that the Services and the products have been specially commissioned or ordered by the Company as "works made-for-hire", and that the Company is therefore to be deemed the author of and is the owner of such Work Product. (b) In the event that such Work Product, or any portion thereof, are for any reason deemed not to have been works made-for-hire or if ownership of all right, title, and interest of the intellectual property rights therein shall not otherwise vest exclusively in Company, the Employee hereby assigns to the Company any and all right, title, and interest Employee may have in and to such Work Product, including all U.S. and international copyrights, patentable inventions and other intellectual property rights therein, and all rights to use, reproduce, and otherwise exploit the Work Product in any and all formats or media and all channels, whether now known of hereafter created. The Employee agrees to execute such instruments as the Company may from time-to- time deem necessary or desirable to evidence, establish, maintain, and protect the Company's ownership of such Work Product, and all other rights, title, and interest therein. The Employee further agrees to perform, upon the reasonable request of Company, during or after employment, such further acts as may be necessary or desirable to transfer, perfect, and defend Company's ownership of the Work Product. © Copyright 2011 Docstoc Inc. 3 (c) For purposes hereof, "Work Product" shall mean all intellectual property rights, including all Trade Secrets, U.S. and international copyrights, patentable inventions, discoveries and improvements, and other intellectual property rights, in any programming, documentation, technology, or other Work Product that relates to the business and interests of Company and that you conceive, develop, or deliver to Company at any time during the term of employment. Work Product shall also include all intellectual property rights in any programming, documentation, technology, or other work product that is now contained in any of the products or systems, including development and support systems, of Company to the extent you conceived, developed, or delivered such Work Product to Company prior to the date of this Agreement while Employee was engaged as an independent contractor or an employee of Company. Employee hereby irrevocably relinquishes, for the benefit of Company and its assigns, any moral rights in the Work Product recognized by applicable law. 8. TERMINATION OF EMPLOYMENT (a) Without cause, the Company may terminate this agreement at any time upon ____ days' written notice to the Employee. If requested by the Company, the Employee shall continue to perform his duties and shall receive salary up to the date of termination. (b) Without cause, the Employee may terminate this agreement upon ______ days' written notice to the Company. If requested by the Company, the Employee shall continue to perform his duties and shall receive salary up to the date of termination. In addition, the Company at its discretion may pay the Employee a severance allowance on the date of the termination. (c) The Company may terminate this Agreement for cause for any of the following events: i. If Employee is convicted for an offence of felony or for any act involving moral turpitude; ii. If Employee commits any act of theft, fraud, dishonesty, or falsification of an employment record; iii. If Employee commits any breach of this Agreement which remains uncured for a period of 14 days following written notice of such breach ; iv. If Employee fails to perform reasonable assigned duties; v. If Employee improperly discloses Company’s confidential information; or vi. If Employee commits any act which causes detrimental effect to Company’s reputation and business 9. RETURN OF MATERIALS © Copyright 2011 Docstoc Inc. 4 Upon the request of Company and, in any event, upon the termination of this Agreement, Employee must return to Company and leave at its disposal all memoranda, notes, records, drawings, manuals, computer programs, documentation, diskettes, computer tapes, and other documents or media pertaining to the business of Company. Employee must also return to Company and leave at its disposal all materials involving any Trade Secrets of Company. 10. NON-COMPETITION For a period of two years following termination of this Agreement, the Employee shall not, directly or indirectly, through services to any partnership of which the Employee is a partner or employee or through any corporation or other entity in which the Employee has any interest or by whom is employed, compete with the Company or any of its affiliates or subsidiaries, in any activity in which the Company or its affiliates or subsidiaries may have been engaged within five years prior to the termination of this Agreement. 11. NON-SOLICITATION The Employee shall not, during the term of this Agreement and for a period of two years immediately following termination of this Agreement, either directly or indirectly, call on, solicit, or take away, or attempt to call on, solicit or take away, any of the customers or clients of the Company on whom the Employee called or became acquainted with during the terms of this Agreement, either for their own benefit, or for the benefit of any other person, firm, corporation or organization. 12. NONDISCLOSURE During the term of this Agreement and thereafter, Employee agrees to keep and maintain confidential all the “confidential information” of the Company, and Employee shall not use or disclose any such confidential information to any person, firm, corporation, or entity for any purpose not authorized by the Company unless the information becomes public through no fault on his part. The Employee understands that any breach of this provision, or that of any other Confidentiality and Non-Disclosure Agreement, is a material breach of this Agreement. For purposes of this paragraph, “confidential information” shall include information disclosed to or known by Employee as a consequence of his employment with the Company (including information conceived, originated, discovered or developed by Employee) not generally known about the Company’s business, products, services and operations, including without limitation any trade secrets, know how, inventions, customer lists, discoveries and improvements and ideas, whether or not patentable or any other form of proprietary information of the Company. The obligations under this clause are continuing and enduring, and shall not cease upon termination of this Agreement. © Copyright 2011 Docstoc Inc. 5 13. ILLNESS OR INCAPACITY. In the event that the Employee cannot perform the duties due to some illness or incapacity for a period of more than _____ weeks, the compensation otherwise due during said illness or incapacity will be reduced by ___ %. The Employee's full compensation will be reinstated upon return to work. However, if the Employee is absent from work for any reason for a continuous period of more than _____ months, the Company may terminate the Employee's employment, and the Company's obligations under this Agreement will cease on that date. Any dispute regarding the existence, extent or continuance of the disability, illness or incapacity shall be resolved by the determination of a majority of three medical doctors who are not employees of the Company, one of whom shall be selected by the Company, one of whom shall be selected by the Employee and a third whom shall be selected by the other two doctors. 14. DEATH Any sums due the Employee under this Agreement shall be paid to the Employee’s beneficiary at the next normal pay period after the date of Employee’s death. Any sums due the Employee under the Company’s Profit-Sharing Plan shall be paid to the Employee’s beneficiary as provided by the terms of the Plan. After receiving such final payments, the Employee’s surviving spouse and/or his estate shall have no further rights under this Agreement. 15. EXPENSES Pursuant to Company policy, the Company shall reimburse the Employee for all authorized travel and other reasonable expenses incurred by him in furtherance of the Company’s business upon the Employee’s presentation of an itemized account of expenditures. 16. BENEFIT PLANS During the term of this Agreement, the Employee shall be entitled to participate in any medical and dental plans, life and disability insurance plans, retirement plans and any other fringe benefit plans or programs maintained by the Company for the benefit of its employees. Nothing in this Agreement shall preclude the Company from terminating or amending any employee benefit plan or program from time-to-time. 17. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of ___________________________. © Copyright 2011 Docstoc Inc. 6 18. MEDIATION AND ARBITRATION Any controversy or claim arising out of or in relation to this Agreement or the validity, construction or performance of this Agreement, or the breach thereof, shall be resolved by arbitration in accordance with the rules of the American Arbitration Association (AAA) under its jurisdiction in the state of _____________________ before a single arbitrator. The parties shall have the right to engage in pre-hearing discovery in connection with such arbitration proceedings. The parties agree hereto that they will abide by and perform any award rendered in any arbitration conducted pursuant hereto, that any court having jurisdiction thereof may issue a judgment based upon such award and that the prevailing party in such arbitration and/or confirmation proceeding shall be entitled to recover its reasonable attorneys' fees and expenses. The arbitration award shall be final, binding and non-appealable. The Parties agree to accept service of process in accordance with the AAA Rules. 19. NOTICES Any notice to be given hereunder by any party to the other, may be effected either by personal delivery in writing, or by mail, registered or certified, postage pre-paid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraphs of this Agreement, but each party may change their address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of five (5) days after mailing. The Employee agrees to keep the Company current as to their business and mailing addresses, as well as telephone, email and mobile numbers. 20. INJUNCTIVE RELIEF Employee recognizes that the covenants contained in this Agreement are reasonable and necessary to protect the legitimate interests of the Company, that the parties would not have entered into this Agreement in the absence of such covenants, and that Employee’s breach or threatened breach of such covenants shall cause the Company irreparable harm and significant injury, the amount of which shall be extremely difficult to estimate and ascertain, thus, making any remedy at law or in damages inadequate. Therefore, Employee agrees that the Company shall be entitled, without the necessity of posting of any bond or security, to the issuance of injunctive relief by any court of competent jurisdiction enjoining any breach or threatened breach of such covenants and for any other relief such court deems appropriate. This right shall be in addition to any other remedy available hereunder or otherwise, whether at law or in equity. 21. WAIVER The waiver by either party hereto of any breach of any provision of this Agreement shall not operate or be construed as a waiver or any subsequent breach by either party hereto. © Copyright 2011 Docstoc Inc. 7 22. INVENTIONS The Employee agrees that all processes, procedures, programs, discoveries, ideas, formulae, improvements, developments, technologies, designs, inventions (collectively "Inventions"), whether or not patentable or copyrightable, conceived, developed, invented, or made solely by the Employee, or jointly with others, during the Term of the Agreement shall be the property of, and belongs to, the Company. 23. BINDING EFFECT AND ASSIGNMENT This Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns and the Employee and his heirs and legal representatives. This Agreement is personal as to Employee and may not be assigned by Employee without first obtaining the written consent of the Company. This Agreement may be assigned by the Company without the prior consent of Employee. 24 SEVERABILITY The unenforceability of any provision or provisions of this Agreement shall not affect the enforceability of any other provision of this Agreement. If, for any reason, any provision of this agreement is held invalid, all other provisions of this agreement shall remain in effect. If this agreement is held invalid or cannot be enforced, then to the full extent permitted by law any prior agreement between the Company (or any predecessor thereof) and the Employee shall be deemed reinstated as if this agreement had not been executed. 25. ENTIRE UNDERSTANDING This Agreement contains the entire understanding of the parties relating to the employment of the Employee by the Company. It may be changed only by an agreement in writing signed by the party or parties against whom enforcement of any waiver, change, modification, extension or discharge is sought. 26. AMENDMENT AND DEFAULT This Agreement may be amended in whole or part at any time and from time-to-time, but only in writing, in a form substantially similar to the form hereof. In the event of default or breach of any of the terms and conditions hereof the defaulting party agrees to pay the reasonable attorneys fees incurred by the other party in enforcing the provisions hereof. © Copyright 2011 Docstoc Inc. 8 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written. ___________________________________________________________________ Signature I am authorized to act on behalf of company BY:______________________________ ____________________________________ Print Name and Title _________________________________ Signature of Employee BY:______________________________ Print Name STATE OF COUNTY OF PERSONALLY appeared before me, the undersigned authority in and for the county and state aforesaid, the within named _____________________, who acknowledged to me that he is President of ________________________, and who acknowledged that he signed and delivered the above and foregoing instrument on the date and year therein mentioned, for and on behalf of said corporation after first having been duly authorized so to do. GIVEN under my hand and official seal, this the _____________ day of ______________________, 20 __. __________________________ NOTARY PUBLIC MY COMMISSION EXPIRES: ______________________ STATE OF ______________________ COUNTY OF ____________________ PERSONALLY came and appeared before me, the undersigned in and for the jurisdiction aforesaid, the within named ______________________ in the above and foregoing instrument of writing, who acknowledged to me that he signed and delivered the above foregoing instrument of writing on the day and in the year and for the purposes therein mentioned. © Copyright 2011 Docstoc Inc. 9 GIVEN under my hand and official seal of office on this the ________________day of__________________________, 20 ___ . __________________________ NOTARY PUBLIC MY COMMISSION EXPIRES: ______________________ © Copyright 2011 Docstoc Inc. 10
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