Agreement of Fixed Salary

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									This Agreement of Fixed Salary is made between an employer and an employee, and
sets forth the terms and conditions of the employment specifically providing for a fixed
yearly salary payable to the employee. This document contains the material terms of
the employment agreement including the duties and responsibilities of the employee,
compensation to be paid on a fixed yearly salary and numerous other standard clauses
found in employment agreements. It can be fully customized to ensure the specific
terms of the parties' agreement are addressed.
                             AGREEMENT OF FIXED SALARY

       This agreement (hereinafter the “Agreement”) is made the ______ day of _______, 20__,
between ________________ (hereinafter called “Employer”) with its principal place of business
at ___________ and _______________ (hereinafter called “Employee”).

        WHEREAS, Employee and Employer desire and agree to enter into an employment
relationship by means of this Agreement.

       NOW, THEREFORE in consideration of the promises and mutual covenants herein
contained, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, it is mutually covenanted and agreed by and between the parties as

[Comment and Instruction: Use of abbreviated names of companies and employees rather
than generic names is recommended. For example, identifying “Software Development
Company” and “Elizabeth Jones” rather than “Employer” and “Employee” makes for
easier reading. It also avoids a potential problem of inadvertently inserting the wrong
designation in the wrong place.]



       A.    The Employee has been employed with the Employer in the capacity of
       _______________ since the date of ____________;

       B.    This Agreement formalizes the employment arrangement as between the
       Employee and the Employer and defines, with greater certainty, the terms of the
       employment relationship;

       C.     It is intended that this Agreement replace in total any previous agreements as
       between the Employer and the Employee concerning the employment of the Employee
       with the Employer.


        The recitals contained in Article 1 (“Recitals”) are true in substance and fact and form an
 integral part of this Agreement as if those recitals were hereinafter recited again, in full.

3.      STATUS
      It is hereby understood and agreed between the parties that there exists an employer-
employee relationship between the Employer and Employee and the provisions of this
Agreement shall be construed within the context of such relationship.


       The Employer shall employ the Employee as _________________ for a term of
________________ (____) months from the date hereof. The term of this employment will be
automatically renewed for successive _________ (___) year terms (subject to the termination
provisions hereof) and upon such other terms and conditions as may be agreed between the
Employer and Employee.


       A.     The Employee shall perform those duties typically performed by a
       _____________________ and such other duties as may be assigned to the Employee
       from time to time by the Employer. All duties to be performed by the Employee shall be
       performed in compliance with such policy, mission statements, outlines and directives as
       may be delivered, in writing, to the Employee from time to time by the Employer.

       B.     The Employee shall, during the term of this Agreement and any renewals hereof,
       if any, devote his/her full working time and attention to the diligent and faithful
       performance of his/her duties hereunder and shall not engage in any other employment
       while employed by the Employer. The Employee will at all times use his best efforts to
       promote the interests of the Employer. The Employee shall report to the Employer.

       C.     The work and services to be performed by the Employee hereunder are to be done
       and performed at or from the head office of the Employer or at various other sites or in
       such other places as the Employer may from time to time require.

       D.      The Employee shall devote substantially all of his or her normal business time to
       the performance of the duties called for in this Agreement.


      In consideration of the Employee performing his/her duties in accordance with this

       A.    The Employee will be remunerated on the basis of a fixed yearly salary of
       _______________________ ($___________) Dollars ( the “Base Salary”);

       [Comment and Instruction: Additional language explaining base salary can also be
       added: “Payable in equal semi-monthly installments on the fifteenth (15) and final
       days of each month during the period of employment, prorated for any partial
       employment period”.]
     B.      In addition to the Base Salary, the Employee shall be entitled to a yearly bonus
     equal to _____________ (____%) percent of the net after-tax profits earned by the
     Employer for the preceding twelve (12) month term. The first twelve (12) month term
     shall commence the date of execution of this Agreement. The bonus shall be due and
     payable to the Employee within thirty (30) days of the end of the preceding twelve (12)
     month term.

     [Comment: The following is alternative language for bonuses: IN ADDITION to the
     aforesaid salary, the Employer may pay the Employee a bonus or bonuses from time
     to time, which the Employer, in its absolute discretion, determines is proper in
     relation to the income generated by the Employee for the Employer and all other
     facts and circumstances that it shall see fit to consider.]

     C.    The Employee shall be entitled to take ______ (___) weeks holidays during the
     term of this Agreement to be taken at such time or times as is convenient to the

     [Comment: The following section can be added for retirement benefits if appropriate
     to the circumstances of employment.]

     D.      Retirement Benefit: The Employee may retire from active employment at any
     time after attaining the age of sixty years, but shall in any event retire from active
     employment upon attaining the age of sixty-five years. Commencing with the next
     calendar month following the month in which retirement occurs and continuing thereafter
     to and including the calendar month in which the Employee’s death occurs, the Employer
     shall pay to the Employee a retirement benefit of ______________ ($______) dollars per
     month for each of the first _______ ( ) months in which a retirement benefit is payable
     hereunder and a retirement benefit of __________________ ($______) per month for
     each month thereafter in which a retirement benefit is payable hereunder.


     A.      If the Employee shall fail to perform all of the terms of this Agreement to be
     performed by him or her, or if he or she voluntarily leaves the employ of the Employer
     during the period of active employment, or if during such period the Employee is
     discharged for proper cause, then all subsequent compensation and benefits required to be
     paid to the Employee or to others under the terms of this Agreement shall be forfeited.

     B.      In addition, the employment of the Employee shall immediately terminate upon
     the death, disability, insolvency or bankruptcy of the Employee. For the purposes of this
     paragraph, “disability” shall be deemed to have occurred in the event that the Employee
     becomes permanently disabled by virtue of a mental or physical disability such that
     he/she is unable to perform his/her regular and important duties as a ______________ for
     _____ (___) consecutive months or for an aggregate period of _____ (___) months in a
     consecutive ________ (___) year period. The employment of the Employee shall be
     terminated pursuant to this paragraph without severance, compensation, notice or
     compensation in lieu of notice.
     C.      This Agreement may be terminated by the Employer at any time upon the
     Employer giving to the Employee at least _________ (___) days notice of such
     termination. [Comment and Instruction: An important aspect of the termination clause
     is procedure, principally the required notices. Please make sure that you give fair amount
     of notice (i.e. thirty days) before termination.]

     D.      Upon the termination of this Agreement for any reason whatsoever, the provisions
     of Article 8 (“Non-Competition Clause”), hereof shall continue to apply and be of full
     force and effect.


     A.      During the period beginning on the date of this Agreement and ending
     ___________ (___) months after the termination of the Employee’s employment with the
     Employer for whatever cause, (or for such lesser period as a court of competent
     jurisdiction deems reasonable), the Employee shall not, whether directly or as an
     employee, partner, member, consultant or shareholder of any person (a) sell, attempt to
     sell or accept any order or solicitation for any products or services competitive with the
     Employer’s products or service to or from any customer to whom the Employer sold
     products or services at any time during the last ______ (___) months of the Employee’s
     employment with the Employer, or (b) otherwise directly or indirectly suggest, advise or
     attempt to persuade any such customer to limit or discontinue its business with the
     Employer, or (c) engage in any business activity that is the same as, substantially similar
     to or otherwise competitive with any business now or hereafter undertaken by the
     Employer anywhere within a ____________ (___) mile radius of the City/Town of
     ____________, in the State of ______________ (or such lesser territory as a court of
     competent jurisdiction shall deem reasonable).

     B.     During the period beginning on the date of this Agreement and ending _______
     (___) months after the termination of the Employee’s employment with the Employer for
     whatever cause, (or such lesser period as a court of competent jurisdiction deems
     reasonable), the Employee shall not, whether directly or as an employee, partner,
     member, consultant or shareholder of any person, (a) sell, attempt to sell or accept any
     order or solicitation for any products or services competitive with the Employer’s
     products or service to or from any customer to whom the Employer sold products or
     services at any time during the last ______ (___) months of the Employee’s employment
     with the Employer, or (b) otherwise directly or indirectly suggest, advise or attempt to
     persuade any such customer to limit or discontinue its business with the Employer.

     C.     The Employee acknowledges, warrants, represents and agrees that the restrictive
     covenants contained in this Agreement are necessary for the protection of the Employer’s
     legitimate business interests and are reasonable in scope and content. The Employee
     acknowledges that the territorial, time and other limitations in this Agreement are
     reasonable and properly required for the adequate protection of the business and affairs of
     the Employer, and, in the event that any such territorial, time or other limitation is found
     to be unreasonable by a court of competent jurisdiction, the Employee agrees (a) to the
     reduction of said territorial, time or other limitation, or all of them, and (b) that all of the
       other provisions of this Agreement shall remain valid, binding and in full force and

       D.      The Employee (a) acknowledges that his/her failure to comply with the covenants
       contained in this Agreement may cause the Employer irrevocable harm and that a remedy
       at law for such a failure would be an inadequate remedy for the Employer and (b)
       consents to the Employer’s obtaining from a court having jurisdiction, specific
       performance, an injunction or any other equitable relief in order to enforce such
       compliance and to enjoin the Employee from any further breach or attempted or
       threatened breach. The Employer’s right to obtain such equitable relief shall be in
       addition to any other remedy which the Employer may have under applicable law
       (including, but not limited to, monetary damages).

       [Comment: When filling out this section, please keep in mind that a Noncompetition
       clause is enforceable when it is reasonable as to geography, time, and types of


        Employee agrees to not, during the course of employment or for a period of ________
(____) years commencing upon expiration of employment, either voluntarily or involuntarily for
any reason whatsoever, directly or indirectly, individually or on behalf or persons not now
parties to this Agreement, aid or endeavor to solicit or induce any other employee, employees,
consultant and/or consultants of the Employer to leave their employment with the Employer in
order to accept employment of any kind with any other person, firm, partnership, or corporation.


        The Employee will not, during or after the term of this Agreement, disclose to any firm or
person any information, expect as otherwise required by law, including but not limited to,
information about the company, its affiliates and customers, which is treated as confidential by
the company or an affiliate, to which the Employee has gained or gains access by reason of his
position as an employee of the company or an affiliate.


        Any and all previous agreements, written or oral, between the parties hereto or on their
behalf relating to the employment of the Employee by the Employer are hereby terminated and
cancelled and each of the parties hereto releases the other of and from all manners of actions,
causes of actions, claims and demands whatsoever under or in respect of any and all such
previous agreements.

       In the event of any difference of opinion or dispute between the Employee and the
Employer with respect to the construction or interpretation of this Agreement or the alleged
breach thereof which cannot be settled amicably by agreement of the parties, such dispute shall
be submitted and determined by arbitration by a single arbitrator in the city of _______ in
accordance with the rules then obtaining of the American Arbitration Association, and judgment
upon the award shall be final, binding, and conclusive upon the parties and may be entered in the
highest court, state or federal, having jurisdiction.


       A.      Entire Agreement: This Agreement supersedes any and all other agreements or
       understandings, either oral or in writing, between the parties hereto with respect to the
       employment of Employee by Employer and contains all of the covenants and agreements
       between the parties with respect to such employment in any manner whatsoever. Each
       party to this Agreement acknowledges that no representations, inducements, promises, or
       agreements, orally or otherwise, have been made by any party, or anyone acting on behalf
       of any party, which are not embodied herein, and that no other agreement, statement, or
       promise not contained in this Agreement shall be valid or binding.

       B.      Counterparts: This Agreement may be executed in several counterparts, and in
       that event, each counterpart shall be deemed to be a complete original and be enforceable
       without reference to any other counterpart. All counterparts taken together shall
       constitute one and the same document.

       C.      Modifications: Any modification of this Agreement will be effective only if it is
       in writing and signed by the party to be charged. This Agreement shall be read with all
       changes in gender, number and grammar as may be required by context.

       D.     Severability: If any provision of this Agreement shall be held to be invalid or
       unenforceable, the remainder of this Agreement shall continue to be valid and
       enforceable and such invalid or unenforceable provision shall be severed.

       E.      No Strict Construction: The language contained herein shall be deemed to be
       that approved by all parties hereto and no rule of strict construction shall be applied
       against any party hereto.

       F.       Assignment: This Agreement is personal to each of the parties hereto, and
       neither party may assign nor delegate any of the rights or obligations hereunder without
       first obtaining a written consent of the other party.

       G.      Injunctive Relief: The Employee recognizes that the Employer will suffer
       irreparable injury, not readily susceptible of valuation in monetary damages, if the
       Employee reaches any of his obligations under Articles 8, 9, and 10 [the
       “Noncompetition Clause,” “Nonsolicitation Clause,” and “Confidential Information”
       clause]. Accordingly, the Employee agrees that the Employer will be entitled to
       injunctive relief against any breach or prospective breach by the Employee of the
       Employee’s obligations under Articles 8, 9, and 10. Nothing herein shall be construed as
       prohibiting the Employer from pursuing any other remedies available to the Company for
       such breach or threatened breach, including the recovery of damages from the Employee.
       The undertakings in this section of the Agreement shall survive the termination or
       cancellation of the Agreement or of the Employee’s employment.
H.      Attorneys’ Fees and Costs: If any legal action is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable
attorneys’ fees, costs, and necessary disbursements in addition to any other relief to
which that party may be entitled. This provision shall be construed as applicable to the
entire contract.

I.      Indemnification: In the event Indemnitee was, is, or becomes a party to or
witness or other participant in, or is threatened to be made a party to or witness or other
participant in, a Proceeding by reason of (or arising out of) an Indemnifiable Event, the
Employer shall indemnify Indemnitee from and against any and all Expenses to the
fullest extent permitted by law applicable to the Indemnifable Event, or as the same may
exist currently or may hereafter be amended or interpreted (but in case of any such
subsequent amendments or interpretations, only to the extent that such amendments or
interpretations permit the Employer to provide broader indemnification rights than were
permitted prior thereto). The parties hereto intend that this Agreement shall provide for
indemnification in excess of that expressly permitted by the Employer’s Certificate of
Incorporation, its Bylaws, vote of its stockholders or disinterested directors, or applicable

[Comment and Instruction: This clause may be used when a corporate Employer
agrees to indemnify the Employee for any liability incurred by the Employee in his
or her capacity as an officer or director of the corporate Employer.]

J.      Waiver: Either party’s failure to enforce any provision or provisions of this
Agreement shall not in any way be construed as a waiver of any such provision or
provisions as to any future violations thereof, nor prevent that party thereafter from
enforcing each and every other provision of this Agreement. The rights granted the
parties herein are cumulative and the waiver by a party of any single remedy shall not
constitute a waiver of such party’s right to assert all other legal remedies available to him
or her under the circumstances.

K.      Binding: This Agreement shall be binding on and ensure to the benefit of the
parties hereto and their respective heirs, executors, administrators, successors and

L.     Notices: Any notice required or permitted to be given hereunder shall be in
writing and shall be effectively given if (i) delivered personally, (ii) sent by prepaid
courier service or registered mail, or (iii) sent prepaid by telecopier or other similar
means of electronic communication (confirmed on the same or following day by prepaid
mail) addressed, in the case of notice to the Employer as follows:

and in the case of the Employee as follows:
               Any notice so given shall be deemed conclusively to have been given and
       received when so personally delivered or sent by telecopier or other electronic
       communication, or on the second day following the sending thereof by courier, or on the
       sixth day following the sending thereof by registered mail. Any party hereto or other
       mentioned above may change any particulars of its address for notice by notice to the
       other in the manner aforesaid.

       M.      Law Governing Agreement, Jurisdiction, and Venue: This Agreement shall be
       interpreted in accordance with the laws of the State of _______________________. Any
       legal action brought concerning this Agreement or any dispute hereunder, including but
       not limited to an action to enforce or challenge an arbitration award, shall be brought only
       in the courts of the State of _________________, in the County of _______________, or
       in the federal courts located in such state (and county). Both parties submit to venue and
       jurisdiction in these courts and agree not to assert any claims of forum non conviens. In
       the event that an action or claim arises outside of the exclusive jurisdiction specified
       herein which names Employer as a party, Employee agrees to initiate, consent to and or
       cooperate with any and all efforts to remove the matter to the exclusive jurisdiction
       named herein, or otherwise take any and all reasonable actions to achieve Employer’s
       objectives in this provision.

       N.      Voluntary Agreement: Each of the parties hereto acknowledges that they have
       had the opportunity to and have been advised to obtain independent legal advice prior to
       entering into this Agreement. Each of the parties hereto acknowledges having obtained
       such legal advice and acknowledges having read and understood each and every
       provision of this Agreement as it affects them respectively. Employee and Employer
       further represent and agree that each has reviewed all aspects of this Agreement has
       carefully read and fully understands all provisions of this Agreement, and is voluntarily
       entering into this Agreement.

[Instruction: The parties to this Agreement might also consider whether they wish to initial
each page of this Agreement in an area near the bottom-right hand corner.]
IN WITNESS WHEREOF this Agreement has been duly executed by the parties hereto.


                                               I have authority to bind the Company.

     in the presence of:                )
________________________________        )      _______________________________
      (witness)                         )      Employee

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