[COMPANY NAME] - HOURLY EMPLOYMENT CONTRACT This Agreement, made as of [Date] is entered into by [COMPANY NAME], (hereafter referred to as “[COMPANY NAME]”) and [EMPLOYEE NAME], (hereafter referred to as “Employee”), both parties described herein. I. Services Employee shall, in accordance with the provisions hereof and such supplements (in the form of EXHIBIT A, attached hereto and hereinafter called “Supplement”) to this Agreement as may from time to time be executed and delivered by you and us, perform for [COMPANY NAME] or [COMPANY NAME]’s clients IT consulting services, systems analysis and design services and/or programming services as may be determined (“Services”). Each Supplement shall specify (i) the period of time during which such services will be performed for us, and (ii) the rate per hour or overtime hour [COMPANY NAME] shall be obligated to pay for the services performed by you. Our respective obligations under this Agreement with respect to each supplement shall become effective upon the execution and delivery by you and us of such Supplement(s). Reporting Employee shall report as appropriate to [MANAGER]. [MANAGER] and its clients are collectively referred to herein as “Client”; the relations among the various parties are further described within this Agreement.) Employee is not required to relocate his or her residence to Client’s location, however travel and temporary residence at Client locations is required. At this location, Employee will report on a day-to-day basis to [MANAGER] and other managers as directed by Client (“Local Management”). Employee will be responsible for satisfactorily performing to the requirements of Client and Employee is responsible for satisfying Client as to the quality of Employee’s work and deliverable items. [COMPANY NAME] has received a Purchase Order from Client for provision of various computer services and/or contracting activities. [COMPANY NAME], in turn, is subcontracting a portion of these responsibilities to Employee, as described in EXHIBIT B. Employee therefore agrees to be bound by the Client Purchase Order as described herein including performance of various tasks and adherence to work schedules as directed by Client. If deviations from this Agreement occur, such as inability to meet work and production schedules as set by Client, then Employee will report this to both Client and [COMPANY NAME]. Communications All communications under this contract shall be affected between [COMPANY NAME] at our main location and Employee’s privately maintained office as follows:
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[COMPANY NAME], [ADDRESS1] [ADDRESS2] [TELEPHONE] [FACSIMILE] [EMAIL] [COMPANY NAME], [ADDRESS1] [ADDRESS2] [TELEPHONE] [FACSIMILE] [EMAIL] Social Security Number: [SS] (It is understood that Employee will notify [COMPANY NAME] of a different temporary residence address and contact information upon commencement of this engagement.) IV. Payment for Services A. [COMPANY NAME] agrees to pay Employee for Services in accordance with the payment rate contained in EXHIBIT B, attached hereto. Employee shall be paid only for periods actually worked and shall not be entitled to compensation for vacation, holidays or sick days. B. Employee will submit reports of days and hours worked in accordance with EXHIBIT B for the Services described in EXHIBIT A. Reports are to be submitted on a semi-monthly basis (1st and 16th day of each month). Due dates for payments will be calculated from the date of receipt by [COMPANY NAME] of a proper report. All time sheets must be signed by an authorized Client representative and submitted to [COMPANY NAME] in accordance with [COMPANY NAME] billing procedures. No payments will be made to Employee without a properly completed report, which is substantiated by Client-authorized time sheets. All payments shall be subject to such withholding and other deductions as required by law. (And such voluntary deductions as may be agreed upon from time to time.) C. Complete invoices from Employee to [COMPANY NAME] must be received by [COMPANY NAME] within fifteen days of the close of any billing period (i.e., Mid-month invoices are due on or before the 25th of the month and Month-end invoices are due on or before the 10th of the following month. Employee charges for Billable hours and expenses not properly invoiced to [COMPANY NAME] and/or received beyond these dates are subject to a 1.5% discount. Further, Employee charges for Billable hours and expenses not properly invoiced to [COMPANY NAME] and/or received beyond sixty (60) days of the end of any billing
period may not be honored nor paid by [COMPANY NAME] and any associated amounts could therefore be forfeited by Employee (caused by [COMPANY NAME]’s inability to invoice [COMPANY NAME]’s Client). D. Overtime (beyond 8 hours per day) may be requested; this must be approved in advance by Client. E. Travel and Living expenses must be satisfactorily documented as described herein. Readable expense receipts must be returned to [COMPANY NAME] with backup for all expense claims. V. Payment, Travel and Living Expenses The following expenses are billable from Employee to [COMPANY NAME] per this Agreement, all as approved by Client: A. At the beginning and completion of the project, coach-class airfare to and from the project site. B. During the Term, two round-trip coach-class airfares per month between the same locations described immediately above. C. Allowance for meals, telephone, laundry, and local transportation, as approved by Local Management. D. Local transportation, reimbursable against receipts, as approved by Local Management. E. All travel arrangements must be made through Client’s travel agency (more details on this will be provided to you later). F. A maximum of $[N] is allowable for all of the travel and living expenses described above. This amount may be increased if approved by [COMPANY NAME]’s Client as needs arise. VI. Payment, Other Activities [COMPANY NAME] agrees to pay Employee for activities outside of the scope of this Agreement as later agreed to in writing including but not limited to: (1) fees for finding positions for other [COMPANY NAME]-supplied Employees; (2) hardware sales leads; and (3) any other activity resulting in increased revenues to [COMPANY NAME]. Work Policy A. Employee shall observe the working hours, working rules and holiday schedules of the Client while working on the Client’s premises. The overall responsibility for the technical direction of the Agreement lies with the Local Management and such direction shall adhere to the provisions of this Agreement. Employee will be instructed to comply with the Client’s security regulations particular to each location. When deemed
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appropriate by Client, Employee will be issued visitor identification cards. Such cards will be surrendered by Employee upon demand by the Client. Client and not [COMPANY NAME] will provide working space necessary for Employee to perform his assignments. Employee shall furnish Local Management periodic written reports relating to such performance at such intervals, in such form and covering such matters as the Project Manager may determine. B. During the term of this Agreement, and for one (1) year subsequent thereto, you shall not, without our prior written approval, solicit for employment, nor employ, directly or indirectly, as employees or subcontractors, any of [COMPANY NAME]’s or Client’s employees or subcontractors. During the term of this Agreement and for one (1) year thereafter, you shall not, without our prior written approval, solicit for business or employment, nor contract, directly or indirectly with any of our Clients. The restrictions contained in the preceding sentences shall also be applicable to said employees, subcontractors, and clients whose contractual obligations by you or us, as the case may be, shall have terminated for whatever reason, and in such case, it shall be applicable for a period of one year commencing on the date which such contractual obligation shall have terminated. VIII. Progress and Status Review [COMPANY NAME] will monitor the progress of Employee by conducting periodic progress reviews. The reviews will cover the actives accomplished during the previous period, the activities planned for the coming period, and special situations that have occurred or are anticipated. Client will determine the timing and frequency of such review. Both Client and [COMPANY NAME] will inform Employee as to Client’s evaluation of written reports. Non-Competition, Confidentiality, Conduct A. Non-Competition. Employee will not engage in the same or any competitive activity involving Client without the written permission of [COMPANY NAME] during the term of this Agreement and additionally until a period of one year has passed following termination of this Agreement. For the purposes of this Agreement, the words “will not engage in the same or any competitive activity involving Client” include situations in which Employee might otherwise in the absence of this Agreement (a) accept direct employment from Client; (b) become an independent Employee serving the interests of Client; (c) become an officer or director of Client; or (d) become a general or limited partner in a general, limited or limited liability partnership competing with [COMPANY NAME]. To compensate for such breaches of noncompetition and/or confidentiality, [COMPANY NAME] shall be entitled to damages in the amount of any profits realized by Employee and/or his/her associates or related parties (e.g., employer) plus additional
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damages to the full extent permissible by law as determined by a court of competent jurisdiction for a period of 18 months following termination of this Agreement. B. Confidentiality. [COMPANY NAME] is required to maintain the confidentiality of information obtained from Client as well as information regarding its own business. Therefore, Employee agrees that it will not disclose to any third party, without the prior written consent of an executive officer of [COMPANY NAME], (i) the terms of this Agreement, (ii) all information and data, of whatsoever nature, relating to [COMPANY NAME] and our customers, including but not limited to, [COMPANY NAME] or Client operations, policies, procedures, techniques, accounts and personnel, or used by us in carrying on our business, and (iii) all information and data which are proprietary to a third party and which we are obligated to treat as confidential, obtained by you or your agents, or disclosed to you or them in connection with the performance by you or your obligations under this Agreement. You shall not disclose any such information or data to any third party not involved in or responsible for the performance of such obligations. Further, Employee will not discuss payment rates, terms and conditions of this Agreement, nor any resolved or unresolved disputes between the parties to this Agreement without the written consent of [COMPANY NAME] until a period of two years after termination of this Agreement. Employee acknowledges that [COMPANY NAME] may suffer damages as a result of breach of this understanding. C. Your acknowledgement that the absence of any legend indicating the confidentiality of any materials will not give rise to an inference that the contents thereof or information derived therefrom are not confidential. You further agree that, immediately following the termination of your employment by [COMPANY NAME], you will return to [COMPANY NAME] all materials provided to you by [COMPANY NAME], [COMPANY NAME] Clients or other third parties during the term hereof, all works created by you or others during the term of you employment hereunder and all copies thereof. D. You agree to execute and deliver, as requested by [COMPANY NAME], confidentiality agreements with respect to trade secrets of any [COMPANY NAME] Client or other third party and to comply with any and all procedures which [COMPANY NAME] or any [COMPANY NAME] Client may adopt from time to time to preserve the confidentiality or any trade secret, information knowledge or data. E. Conduct. Employee shall provide competent, professional services in the required disciplines, using his or her own appropriate independent skill and judgment, and the manner and means that appear best suitable to perform the required work, and [COMPANY NAME] shall have no right to and shall not interfere. Evaluation of Employee’s performance, if any, shall be made by Client. [COMPANY NAME] shall
have no right or responsibility hereunder to and shall not review such performance, require progress reports, set the order or sequence of performing of services, or set Employee’s hours or location of work except that Employee shall not perform services on [COMPANY NAME]’s premises. X. Intellectual Property Rights A. You acknowledge that, pursuant to, and to the extent of, Sections 101 and 201 of the United States Copyright Law, all works prepared by you for [COMPANY NAME] or an [COMPANY NAME] Client during the term of your employment by [COMPANY NAME], including but not limited to, computer software, programming, system analyses, designs, contracts, program listings, systems specifications, visual displays, outlines, user’s manuals, titles and curricula or any components thereof, shall be deemed within the scope of your employment and accordingly, works made for hire and that all rights therein shall belong in perpetuity entirely to [COMPANY NAME] (and its successors or assigns), and that they may make any use (or nonuse) whatsoever of such work throughout the world without any further obligation to you. B. You agree that all intellectual properties, works and other creations not covered by Section 7.1 hereof, including but not limited to all ideas, concepts, themes, computer programs, programming systems analysis, designs, contracts, program listings, systems specifications, works, visual titles and curricula or any components thereof conceived, developed, written or contributed to by you (either individually or in collaboration with others) during the term of your employment by [COMPANY NAME], shall belong in perpetuity entirely to [COMPANY NAME] or [COMPANY NAME]’s Client(s) (and its successors and assigns), and you hereby grant and assign to [COMPANY NAME] or [COMPANY NAME]’s Client(s) all rights of any kind whatsoever which you might have therein, and [COMPANY NAME] or [COMPANY NAME]’s Client(s) may make use (or nonuse) whatsoever of such properties, works and creations throughout the world without any further obligation to you. XI. Termination Either [COMPANY NAME] or Employee may terminate the employment period of this Agreement at any time, with or without cause, by giving the other written notice of termination, whereupon this Agreement shall terminate on the effective date of such termination specified in such notice. In any event, the employment period shall terminate at such date when you have completed the performance of all assignments hereunder to our reasonable satisfaction, or if the client shall request your earlier termination for any reason whatsoever, and thereafter neither [COMPANY NAME] nor Employee shall have any further obligations hereunder
except (i) your obligations under Sections IX,X, and XIII.E and (ii) that [COMPANY NAME] shall be obligated to pay you all amounts due under this Agreement. XII. Disputes A. In the event that Employee asserts any claim arising out of or relating to Employee’s employment relationship with the Company, Employee and the Company agree to submit any such matter to final and binding arbitration, upon a request submitted by Employee in writing to the Company within sixty (60) days from the date the claim arose. If the Company does not receive a written request for arbitration from Employee within sixty (60) days from the date the claim arose, or within such other time period provided herein, Employee will have waived any right to raise the claim, in any forum, arising out of Employee’s employment relationship with the Company. B. In consideration for and as a material condition of employment and continuation of employment with the Company, Employee agrees that final and binding arbitration is the exclusive means for resolving Covered Claims; no other action may be brought in court or in any other forum. This Agreement is a waiver of all rights to a civil court action for a Covered Claim; only an arbitrator, not a judge or jury, will decide the claim. C. If action is instituted by either party to enforce this Agreement, the prevailing party shall receive its reasonable attorney's fees and associated enforcement costs as fixed by the Court; the losing party shall be responsible for payment of the Arbitrator’s fees and costs. D. Employee warrants and represents to Company that Employee is lawfully entitled to enter into and perform this Agreement and that the execution and performance of the same by Employee does not infringe upon any agreements or covenants to which Employee is a party. Employee shall indemnify [COMPANY NAME] from all causes of action brought against [COMPANY NAME] or any of its officers or employees arising from the alleged introduction by Employee to [COMPANY NAME] of proprietary information obtained outside of Employee’s employment with Employer. E. The parties agree to indemnify, defend and hold harmless each other from and against any and all claims, liabilities, costs, damages, expenses (including reasonable attorney’s fees) (collectively “Liabilities”) to the extent that, from Employee’s perspective, Employee shall become subject to such Liabilities as a result of the proper and lawful discharge by the Employee of his or her duties under this Agreement; and from Company’s perspective, to the extent that Company becomes subject to such Liabilities as a result of a breach by Employee of his or her representations and warranties set forth herein.
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General A. The provisions, terms and conditions of this Agreement and Appendices hereto represent the entire Agreement of the parties with regard to the subject matter of this Agreement and supersede any prior written agreement or understanding not incorporated herein, including but not limited to any prior agreement(s) for retention of you or your corporation as an independent contractor. In the event that inconsistencies exist between this Agreement and any prior written agreements or understandings, the terms of this Agreement shall prevail. B. This Agreement constitutes the entire Agreement between the parties and supersedes all previous agreements and understandings. It may not be changed orally, but only by an agreement in writing signed by the parties hereto. C. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder now or hereafter existing at law or in equity or by statue or otherwise. D. This Agreement shall be governed by the laws of the State of California and shall be deemed to have been executed in the city of [Address2]. E. Employee shall not use the name of any [COMPANY NAME] Client nor that of [COMPANY NAME] nor any adaptation or variation of such names in any way whatsoever, including but not limited to advertising, promotion or sales literature in connection with your activities under this Agreement without our prior written consent. F. Computer Equipment Required, Items, Tools and Materials. [COMPANY NAME] will not provide any items or equipment or materials (“Items”) required for Employees performance under this Agreement. During the course of this Agreement, however, Client may allow Employee to borrow certain Items (such as laptop computer equipment). Employee understands that if he or she accepts such Items, Employee is liable for their safe return to Client within five (5) days upon the earlier of: (i) completion of work under this Agreement (as determined by Client); (ii) termination of this Agreement; or (iii) upon written request to Employee at the address specified herein. Failure to return any Items on loan to Employee may result in: (i) delay of [COMPANY NAME] payments due to Employee; or (ii) charges by [COMPANY NAME] against invoices due Employee for the value of the Items retained by Employee, as determined by Client. G. Employee agrees that this Agreement is reasonable in all respects and fully enforceable, and Employee expressly waives any objection to each and every restriction set out herein and covenants not to
institute any suit or proceeding or otherwise advance any position to the contrary. H. The headings of the paragraphs of this Agreement are provided for convenience of reference only and shall not be deemed to modify or otherwise affect the language of each paragraph of this Agreement. I. Employee may not assign or subcontract this Agreement to any third party. J. This Agreement shall inure to the benefit of [COMPANY NAME]'s successors and assignees. K. Copies of this Agreement signed in counterparts and/or signed by photocopy or facsimile are deemed acceptable and enforceable by both parties. If any part of this Agreement is not enforceable, in whole or in part, this Agreement shall not be void but instead shall be enforced to the extent that this Agreement and the challenged provision are deemed to be enforceable by the court. For [COMPANY NAME]: Employee:
Name and Title Date: August 12, 2008 EXHIBIT A [NAME] [ADDRESS1] [ADDRESS2] [SS] RE: Supplement to Hourly Employment Agreement
[Name] Date: August 12, 2008
This letter supplements the Hourly Employment Agreement (the “Agreement”) dated [DATE] between you and us, pursuant to which you agreed to furnish us with your services, subject to the terms and conditions set forth therein. By your acceptance hereof, you agree to so furnish us with your services as follows: Contract Dates with [COMPANY NAME]: Rate per Hour: ENTER DATES FROM – TO See Exhibit B
Initially Assigned Tasks:
Notice of Termination with [COMPANY NAME]:
2 Weeks
Unless otherwise notified, when the minimum time requirement has elapsed, this Hourly Employment Agreement, including this Supplement, shall be deemed to have been extended beyond the original “end date” on a month-to-month basis to a new “end date”, on the same terms and conditions stated herein, until such time as the above mentioned project is completed/canceled or Employee provides two weeks prior written notice of a refusal to extend this Employment Agreement. For purposes of this Employment Agreement, “month-to-month” means the period beginning on the next calendar date of the next month (or, if there is not such a date, the closest date thereto in that month) which is the new “end date”. Employee’s two weeks written notice shall commence on the actual calendar date that it is received and two weeks thereafter shall be the new “end date”. Please indicate your acceptance of the foregoing by signing, dating and returning to the undersigned the enclosed copy of this letter, where upon this supplement will become a binding agreement between us.
Agreed and Accepted: For [COMPANY NAME]:
For Employee:
Name and Title Date: [DATE]
[NAME] Date: [DATE]
EXHIBIT B [NAME] [ADDRESS1] [ADDRESS2] [SS]
RE:
Supplement to Hourly Employment Contract of date [DATE].
Dear Mr. [NAME]: By your acceptance hereof, you agree to so furnish us with service and payment rates as follows: [PAY TERM]: $[N] GROSS PER HOUR
Overtime rate & conditions: N/A Please indicate your acceptance of the foregoing by signing, dating and returning to the undersigned the enclosed copy of this letter, whereupon this supplement will become a binding agreement between us.
Agreed and Accepted: For [COMPANY NAME]:
For Employee:
Name and Title Date: [Date]
Print Name Date: [Date]