Technical Employee At Will Employment Agreement

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									This is an agreement between a company and a technical employee for "at will"
employment. This agreement defines the job duties of the technical employee and
specifies the starting salary. The technical employee is hired on an "at will" basis and
either party can terminate the relationship at any time, for any reason, without notice. In
addition, the insurance benefits the company will provide can be attached under “Exhibit
B” of this agreement. This agreement should be used by small businesses or other
entities that want to hire a technical employee on an "at will" basis.
             TECHNICAL EMPLOYEE AT-WILL EMPLOYMENT
                           AGREEMENT
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of
the___ day of ______________, 20___ [Instruction: Insert Date] (the “Effective Date”) by and
between ___________________ [Instruction: Insert Name of Employer],
_______________________ [Instruction: Insert Address] (“Employer”), and
___________________ [Instruction: Insert Name of Employee], ______________
[Instruction: Insert Address] (“Employee”).

WHEREAS, Employer wishes to hire Employee on the terms and conditions of this Agreement;

WHEREAS, Employee wishes to work for Employer as provided on terms and conditions of this
Agreement;

NOW, THEREFORE, in consideration of the mutual promises, covenants, warranties, and other
good and valuable consideration as set forth herein, Employer and Employee hereby agree as
follows:

1. EMPLOYMENT

    A. Employee shall be employed in the capacity of: _____________________________
[Instruction: Insert Name of Position]. The essential job functions and duties of this position
are as follows:
       i.   _____________________________ [Instruction: Insert job functions/duties]

      ii.     _____________________________ [Instruction: Insert job functions/duties]

      iii.    _____________________________ [Instruction: Insert job functions/duties]

    B. Employee shall also perform such other duties in the ordinary course of business as
performed by other persons in similar such positions, as well as such other reasonable duties as
may be assigned from time to time by Employer.

     C. Employee shall devote Employee's best efforts and substantially all of Employee's
working time to performing the duties on behalf of Employer. Employee shall provide services
during the hours that are scheduled by Employer. Employee shall be prompt in reporting to work
at the assigned time.

   D. Employee agrees that Employee’s duties shall be rendered at Employer’s business
premises or at such other places as Employer may require. Full time service for Employee is
expected which requires a minimum of forty (40) hours per week.

2. TERM AND TERMINATION




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Employee’s employment with Employer shall be “at will”. “At will” is defined as allowing
either Employee or Employer to terminate the Agreement at any time, for any reason permitted
by law, with or without cause and with or without notice.

3. COMPENSATION

    A. As full compensation for all services provided for herein, Employer shall pay Employee a
salary, at an annual rate of _____________ Dollars ($______) [Instruction: Insert Salary] (the
“Salary”) to be paid in regular installments in accordance with Employer’s usual payment
practices, but not less frequently than monthly. Employer shall deduct or withhold from Salary
any and all sums required for federal income and social security taxes, as well as all state or local
taxes.

    B. As additional compensation for services to be rendered hereunder, Employee shall be
entitled to a commission income pursuant to the terms and conditions set forth in Exhibit “A”,
attached hereto and incorporated herein.

     C. Employee shall be entitled to reimbursement of any or all reasonable expenses authorized
and reasonably incurred expenses incurred in the performance of Employee’s duties hereunder.
To receive reimbursement, Employee shall timely provide Employer with an itemized account of
all expenditures and receipts.

4. BENEFITS

    A. After ninety (90) days of employment, Employee shall become eligible for insurance
benefits under Employer’s health care provider, as set forth in Exhibit “B”, attached hereto and
incorporated herein.

    B. Employee shall be entitled to vacation time in the amount of _______ (___) [Instruction:
Insert Vacation Amount] days per annum, during which time Employee’s compensation shall
be paid in full.

5. PROPRIETARY INFORMATION

     A. Employee understands that in performance of Employee’s job duties with Employer,
Employee may be exposed to Employer’s trade secrets, patents, and other proprietary
information (collectively, the “Proprietary Information”). For the purposes of this Agreement,
“Proprietary Information’" shall mean any and all information or material that is commercially
valuable to Employer and not generally known in the industry. This shall include, but shall not
be limited to: (i) any and all versions of Employer's Internet website or software systems
(including source code and object code), hardware, firmware and documentation; (ii) technical
information concerning Employer's products and services, including but not limited to, product
specifications, diagrams, test results, inventions, research projects and product development;
(iii) information concerning Employer's business, including but not limited to, cost information,
profits, revenue, accounting information, business plans, marketing methods, customer lists,
supplier lists and supplier information and advertising strategies; and (iv) any other information



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not generally known to the public which, if misused or disclosed, could reasonably be expected
to have an adverse effect on Employer's business.

    B. Employee understands that it is Employee’s obligation to maintain the confidentiality and
security of Employer's Proprietary Information even after Employee’s employment with
Employer terminates. Such obligation continues for so long as such material remains Proprietary
Information.

   C. Employee agrees not to use, disclose or communicate Proprietary Information about
Employer, its operations, customers, or any other Proprietary Information. Employee
understands and that any breach of this provision, or of any other Confidentiality or Non-
Disclosure Agreement, is a material breach of this Agreement.

6. NON-SOLICITATION

    A. Employee agrees that for a period of _____________ ( ) months [Instruction: Insert
Amount of Time] following termination of employment, for any reason whatsoever, Employee
will not solicit customers or clients of Employer.

    B. Employee agrees that during Employee’s term of employment with Employer and for a
period of _____________ [Instruction: Insert Amount of Time, e.g., “10 months”, “2 years”,
etc.] following termination of employment, for any reason whatsoever, Employee will not recruit
any of Employer’s employees for the purpose of any outside business.

7. INDEMNIFICATION

Employee hereby agrees to indemnify, defend, save, and hold harmless Employer, its
shareholders, officers, directions, and other agents from and against all claims, liabilities, causes
of action, damages, judgments, attorneys’ fees, court costs, and expenses which arise out of or
are related to the Employee’s performance of job functions or duties under this Agreement,
failure to perform job functions or duties as required, or result from conduct while engaging in
any activity outside the scope of this Agreement, before, during or after the termination of this
Agreement. Employee understands that this obligation of indemnification survives the
expiration or termination of this Agreement.

8. LIMITATION OF DAMAGES

Employee agrees and stipulates that any remedies they may have for the breach of any
employment related obligation, whether under law or by way of contract, shall be limited to the
equivalent of six (6) month’s salary of Employee, where allowed by law. This limitation is
inclusive of any claims for special damages, general damage, compensatory damage, loss of
income, emotional damage, or punitive damages.

9. MISCELLANEOUS




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   A. Employee acknowledges that his services are unique and personal. Accordingly,
Employee may not assign his rights or delegate his duties or obligations under this Agreement.
Employer's rights and obligations under this Agreement shall inure to the benefit of, and shall be
binding upon, Employer's successors and assigns.

    B. Employer's waiver of a breach of any provision of this Agreement by Employee shall not
operate or be construed as a waiver of any subsequent breach by Employee. No waiver shall be
valid unless in writing and signed by an authorized officer of Employer.

    C. This Agreement shall be governed in accordance with the laws of the State of
_____________, [Instruction: Insert State], applicable to agreements to be wholly performed
therein, with jurisdiction exclusive to the Federal and State courts located in the County of
_____________ [Instruction: Insert County], State of ______________ [Instruction: Insert
State].

    D. Employee and Employer agree that should any action be instituted by either party against
the other regarding the enforcement of the terms of this Agreement, the prevailing party shall be
entitled to all of its expenses related to such litigation including, but not limited to, reasonable
attorneys' fees and costs, both before and after judgment.

    E. This Agreement constitutes the entire agreement between the parties hereto with respect
to the specific subject matter hereof and supersedes all prior agreements or understandings of any
kind with respect to the specific subject matter hereof.

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first
written above.


EMPLOYER:


________________________________
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]


EMPLOYEE:


________________________________
By: ___________________________ [Instruction: Insert Name of Signatory]
SSN: ___________________________ [Instruction: Insert Social Security Number]




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                                                    Exhibit “A”
                                                    Commissions

___________________________ [Instruction: Insert Terms and Conditions, if any,
regarding Employee’s receipt of Commissions]




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                                                   Exhibit “B”
                                                Insurance Benefits

___________________________ [Instruction: Insert Insurance Benefits information]




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