Employment Agreement - Proprietary

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									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”),
WHERE IT DOES BUSINESS, IF NOT INCORPORATED] corporation with its principal
place of business at ____________ ______________________________________ [PROVIDE
COMPANY ADDRESS], and _______________________ (the “Employee”), residing at
_______________________ _____________________________________________.

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:


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.


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.


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.


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.


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.


(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.


(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

     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


© 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.


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.


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.


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

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.


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.


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.


This Agreement shall be governed by and construed in accordance with the laws of the State of

© Copyright 2011 Docstoc Inc.                                                              6

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.


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

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.


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.


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.


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.


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

      Print Name


        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 __.



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 ___ .



© Copyright 2011 Docstoc Inc.                                                10

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