Fillable Printable Employment Agreement
Fillable Printable Employment Agreement
Employment Agreement
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT by and between ________________ (the Employer"
or the "Company" or "_______________") and_____________________________(the
"Employee").
1. Employment
Subject to the terms and conditions set forth in this Agreement, Employer hereby
employs Employee, and Employee hereby accepts employment with Employer.
2. Duties and Responsibilities
Employee's title, duties, hours, and responsibilities shall be as determined, from time
to time, by the Board of Directors and/or Management of the Company and Employee shall
have the initial title of ___________________________________________. For as long
as Employee is employed by Employer, Employee will competently perform as an
employee in accordance with the duties, hours, and responsibilities assigned and the
Employee will devote his/her full business time and energies to advance the business and
welfare of Employer and will not engage in any other business enterprise without the prior
written approval of the Board of Directors of Employer or its designee.
3. Place of Employment
During the term of this Agreement, Employee will not be required to undertake any
duties or responsibilities that would make it necessary or desirable to move Employee's
residence.
4. Compensation
As full compensation for all services rendered under this Agreement, Employee shall
receive the salary and other benefits described as follows:
a) Salary The salary shall be that set from time to time by the Company.
b) Other Benefits Employee shall, if otherwise eligible under the terms thereof,
be eligible to participate in the company's medical, dental, retirement or life insurance
plans, if any, under the same terms and conditions as a re applicable to other employees
in similar capacities.
c) Vacation Employee shall be entitled to 14 days vacation per year of work.
EMPLOYMENT AGREEMENT
Employer reserves all rights as to approval of the dates of such vacation.
5. Business Expenses
a) Business Expenses as Employee Expense. Any and all expenses incurred
by the Employee, without prior approval and agreement to reimburse on the part of
Employer, including, but not limited to, expenses related to travel, car maintenance and
gasoline, cell phone, and pagers, are expenses of the Employee. Employer may advance
sums to Employee from time to time for reasonable business expenses incurred by
Employee in promoting the business of Employer.
b) Reimbursable Business Expenses. Employer may, in its sole discretion,
agree to reimburse business expenses. The following requirements shall be met with
respect to such reimbursable expenses:
(1) That all such expenditures are approved in advance by Employer or Designee
in writing, and
(2) That Employee submit weekly itemized expense account data in the form
required by Employee sufficient to substantiate a deduction for said pre-approved business
expense under all applicable rules and regulations of federal and state taxing authorities.
c) Automobile. Employee shall procure and maintain in force automobile liability
insurance in the minimum amount of Three Hundred Thousand Dollars($300,000.00)
combined single limit, and Employee shall provide Employer with proof of such insurance
(satisfactory to employer) as to each automobile used in the Company business. Employee
agrees to indemnify and hold Employer to harmless form any claims arising out of the
operation of such automobile by Employee.
6. Records and Accounts/Exclusive Property of Employer
All records relating in any manner whatsoever to the business of Employer
or the customers or principals of Employer whether prepared by Employee or otherwise
coming into his/her possession, shall be the exclusive property of Employer, regardless of
who actually purchased, prepared, or acquired the original book or record. All such books
and records shall be immediately returned to Employer by Employee upon termination of
his/her employment hereunder of any reason. If employee purchases any record, book,
ledger, or similar item to be used of records keeping, Employee shall immediately notify
Employer.
7. Term and Termination
a) At Will Employment. The employment of employee is at will. The Employee is
EMPLOYMENT AGREEMENT
free to leave the employment with Employer at any time. Conversely, Employer may
terminate the employment at any time, with or without cause. This employment contract
shall terminate immediately and automatically for any of the following occurrences:
i. Upon notice for cause, including but not limited to, the Employee's dishonesty
in relations with or on behalf of Employer; or upon a material breach of this agreement by
Employee; or violation in terms of Non-Disclosure Agreement entered into between
Employer and Employee or between Employer and third parties.
ii. The death of the Employee.
iii. The legally adjudicated incompetence of the Employee.
iv. 30 days notice from one party to the other.
b) Protection of Confidential Information After Termination of Employment.
i. Employee acknowledges that the sale of unauthorized use of, or disclosure
of confidential information of Employer constitutes unfair competition. Employee promises
and agrees not to engage in any unfair competition.
ii. Employee shall not:
A. Make known to any person, firm, or corporation the names or
addresses of any of the customers or principals of Employer.
B. For a period of three (3) years immediately following the termination
of his/her employment with the Employer, either directly or indirectly, solicit, or take away,
or attempt to solicit, or take away any of the customers or principals of Employer either for
him/herself of for any other person, firm, or corporation, by the use of confidential
information obtained from Employer during his/her term or employment.
C. Violate the terms of any non-disclosure agreement entered into by the
Employee or by the Company.
8. Restriction on Competitive Activity During Employment/Protection of
Confidential Information/Conflict of Interests.
So long as Employee is employed by Employer, Employee shall not, unless
specifically directed or authorized to do so in writing by the Board of the Directors directly
or indirectly:
a) Engage in any business or activities in competition in any manner whatsoever
with the business of Employer.
EMPLOYMENT AGREEMENT
b) Call on, Solicit, or attempt to call on or solicit, any client or customer of
Employer for the account of anyone other the Employer
c) Reveal confidential information of either Employer or a principal to any
individual, partnership, corporation, or association, including one in a business competitive
with Employer in any manner whatsoever, other that as necessary and appropriate in the
ordinary course of Employer's business. Confidential information includes but is not limited
to, the names or addresses of any principal or customer of the Employer contact persons,
purchasing of buying patterns, operating patterns, confidential technical information of a
customer or principal, and/or any information subject to a non-disclosure agreement.
d) Use or disclose any proprietary information or trade secrets of any former of
concurrent employer or other person or entity, or bring onto the business premises of the
Company any unpublished document or data or proprietary information belonging to any
former of concurrent employer or other person or entity, or store any data evidencing any
proprietary information or trade secrets of any former of concurrent employer or other
person or entity in any computer which is used to store data of the Company or perform
work for the Company, whether stand alone, or in network, and whether such computer is
located on the business premises of the Company or elsewhere.
e) Employee shall further execute and adhere to any Conflict of Interest
Guidelines made available to Employee from time to time. The current Conflict of Interest
Guidelines are attached hereto as Exhibit A.
9. Inventions and Original Works
a) Inventions/Original Works Retained and Licensed. Employee has completed
and attached hereto a list describing all inventions, original works of authorship,
developments, improvements, and trade secrets which were made by Employee prior to
employment with the Company (collectively referred to as "Prior Inventions"), which belong
to Employee, which relate to the Company's proposed business, products or research and
development, and which are not assigned to the Company hereunder, or, if no such list is
attached or the attached form titled "List of Prior Inventions and Original Works", Employee
represents that there are no such Prior Inventions and acknowledges having none. If in the
course of any employment with the Company, Employee incorporates into a Company
product, process or machine a Prior Invention owned by Employee or in which Employee
has, an ownership interest, the Company is hereby granted and shall have a nonexclusive,
royalty free, irrevocable, ninety-nine (99) year worldwide license to make, have made,
modify, use and sell such Prior Invention as part of or in connection with such product,
process or machine, which license shall be confirmed, in a separate writing or writings at
the request of Employer.
b) Assignment of Inventions. Employee agrees that Employee will promptly
EMPLOYMENT AGREEMENT
make full written disclosure to the Company, will hold in trust for the sole right and benefit
of the Company, and hereby assign to the Company, or its designee, all Employee's right,
title and interest in and to any and all inventions, original works of authorship,
developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade
secrets, whether or not patentable or registrable under copyright or similar laws, which
Employee may solely or jointly conceive or develop or reduce to practice, or cause to be
conceived or developed or reduced to practice, during the period of time Employee is in the
employ of the Company (collectively referred to as "Inventions"), except as provided in
below. Employee further acknowledges that all original works of authorship which are
made by Employee (solely or jointly with others) within the scope of and during the period
of employment with the Company and which are protectable by copyright are "works made
for hire," as that term is defined in the United States Copyright Act. Employee understands
and agrees that the decision whether or not to commercialize or market any invention
developed by Employee solely or jointly with others is within the Company's sole discretion
and for the Company's sole benefit and that no royalty will be due to Employee as a result
of the Company's efforts or non-efforts to commercialize or market any such invention.
c) Inventions Assigned to the United States. Employee agrees to assign to the
United States Government all Employee's right, title, and interest in and to any and all
Inventions whenever such full title is required to be in the United States by a contract
between the Company and the United States or any of its agencies.
d) Maintenance of Records. Employee agrees to keep and maintain adequate
and current written records of all Inventions made by Employee (solely or jointly with
others) during the term of employment with the Company. The records will be in the form
of notes, sketches, drawings, and any other format that may be specified by the Company.
The records will be available to and remain the sole property of the Company at all times.
e) Patent and Copyright Registrations. Employee agrees to assist the
Company, or its designee, at the Company's expense, in every proper way to secure,
protect and/or transfer the Company's rights in the Inventions and any copyrights, patents,
mask work rights or other intellectual property rights relating thereto in any and all
countries, including the disclosure to the Company of all pertinent information and data with
respect thereto, the execution of all applications, specifications, oaths, assignments,
licenses, and all other instruments which the Company shall deem necessary in order to
apply for and obtain such rights and in order to assign and convey to the Company, its
successors, assigns, customers, purchasers and nominees the sole and exclusive rights,
title and interest in and to such Inventions, and any copyrights, patents, mask work rights
or other intellectual property rights relating thereto. Employee further agrees that his/her
obligation to execute or cause to be executed, when it is in his/her power to do so, any
such instrument or papers shall continue after the termination of this Agreement. If the
Company is unable because of Employee's mental or physical incapacity or for any other
reason to secure Employee's signature to apply for or to pursue any application for any
United States or foreign patents or copyright registrations covering Inventions or original
works of authorship assigned to the Company as above, then Employee hereby irrevocably
EMPLOYMENT AGREEMENT
designates and appoints the Company and its duly authorized officers and agents as
his/her agent and attorney in fact, to act for and in his/her behalf and stead to execute and
file any such applications and to do all other lawfully permitted acts to further the
prosecution and issuance of letters patent or copyright registrations thereon with the same
legal force and effect as if executed by Employee.
f) Exception to Assignments. Employee understands that the provisions of this
Agreement requiring assignment of Inventions to the Company do not apply to any
invention which qualifies fully under the provisions of California Labor Code Section 2870,
e.g. an invention that the Employee developed entirely on his or her own time without using
the employer's equipment, supplies, facilities, or trade secret information except for those
inventions that either:
(1 ) Relate at the time of conception or reduction to practice of the invention t o t h e
employer's business, or actual or demonstrably anticipated research or development of the
employer; or
(2) Result from any work performed by the employee for the employer. Employee
will advise the Company promptly in writing of any inventions that Employee believes meets
the criteria in California Labor Code Section 2870 and not otherwise disclosed.
10. No Waiver
The waiver of a breach of any term or condition of this Agreement shall not be
deemed to constitute the waiver of any further breach of such term or condition or the
waiver of any other term or condition of this Agreement. Nothing contained in this
Agreement shall be construed as prohibiting Employer from pursuing any other remedies
available to it for any breach or threatened breach, including the recovery of money
damages.
11. Severability
To the extent that the covenants and agreements set forth herein, or any portion
thereof shall be found to be illegal or unenforceable of any reason, such word, clause,
phrase, or sentence shall be modified or deleted in such a manner so as to make this
Employment Contract as modified, legal and enforceable under applicable laws, and the
balance of the covenants and agreements of the parties or parts thereof, shall not be
affected thereby and shall remain in full force and effect.
12. Assignment
This Agreement shall extend to and be binding on Employer and its successors and
assigns. Except as otherwise provided herein, Employee's rights to receive payments
pursuant to this Agreement shall be non-assignable.
EMPLOYMENT AGREEMENT
13. Specific Performance
The parties hereto agree that the services to be performed by Employee hereunder
are of a special, unusual, and extraordinary character which gives them a unique value,
and that in that in the course of said services, Employee will have access to and make use
of various trade secrets and confidential information of Employer. Employees acknowledge
that breach of any of his/her agreements pertaining to the protection of confidential
information, whether by contract or by law, will result in irreparable and continuing damage
to Employer for which there will be no adequate remedy at law. Accordingly Employee
agrees that Employer, in addition to any other rights and remedies which Employer may
possess, shall be entitled to injunctive and other equitable relief to prevent misuse of
confidential information.
14. Controlling Law
This contract shall, in all respects be interpreted, constructed and enforced
according to the laws of the State of California. Any dispute arising under this agreement
shall be herd in the Courts within the State of California.
15. Amendment/Integration
Employee acknowledges and agrees that Employer has made no representations
or offers other that those set forth herein. This contract is the final expression of the
agreement between Employer and the Employee. This Contract may be amended at any
time, but only by wr it t en instrument signed by the parties hereto. This Contract shall not
under any circumstances be amended by implication. Non-Disclosure agreement(s)
executed by the Employee shall be considered as addendum(s) hereto.
Copies and the Original. Facsimile and photocopies of this Agreement shall
be deemed as valid as the original.
______________
DATED: __________________ By: _________________________________
Employee
DATED: __________________ ___________________________________
EMPLOYMENT AGREEMENT
CONFLICT OF INTEREST GUIDELINES
of
___________________
(Exhibit A)
It is the policy of __________________. To conduct its affairs in strict
compliance with the letter and spirit of the law and to adhere to the highest principles of
business ethics. Accordingly, officers, employees and independent contractors must avoid
activities which are in conflict, or give the appearance of being in conflict, with these
principles and with the interests of the Company. The following are potentially
compromising situations which must be avoided. Any exceptions must be reported to the
Employer and written approval for continuation must be obtained.
1. Revealing confidential information to outsiders or misusing confidential
information. Unauthorized divulging of information is a violation of this policy whether or
not for personal gain and whether or not harm to the Company is intended. (The
Employment, Confidential Information, Invention Assignment and Arbitration Agreement
elaborates on this principle and is a binding agreement.)
2. Accepting or offering substantial gifts, excessive entertainment, favors
or payments which may be deemed to constitute undue influence or otherwise be improper
or embarrassing to the Company.
3. Initiating or approving personnel actions affecting reward or
punishment of employees or applicants where there is a family relationship or is a personal
or social involvement.
4. Initiating or approving any form of personal or social harassment of
employees.
5. Investing or holding outside directorship in suppliers, customers, or
competing companies, including financial speculations, where such investment or
directorship would influence in any manner a decision or course of action of the Company.
Employee agrees to abstain from any decision or course of action which would affect any
such interest.
6. Borrowing from or lending to employees, customers or suppliers.
7. Knowingly acquiring real estate of interest to the Company.
8. Improperly using or disclosing to the Company any proprietary
information or trade secrets of any former or concurrent employer of other person or entity
with whom obligations of confidentiality exist.
EMPLOYMENT AGREEMENT
9. Unlawfully discussing prices, costs, customers, sales or markets with
competing companies or their employees.
10. Making any unlawful agreement with distributors with respect to prices.
11. Improperly using or authorizing the use of any inventions which are the
subject of patent claims of any other person or entity.
Each officer, employee and independent contractor must take every
necessary action to ensure compliance with these guidelines and to bring problem areas
to the attention of higher management for review. Violations of this conflict of interest
policy may result in discharge without warning.
EMPLOYMENT AGREEMENT
LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS
For each provide: description, date, registration information, and any other pertinent
information. Attach additional sheets if required.
_______No Prior Inventions Original Works
_______Additional pages attached
Date:_____________________
EMPLOYMENT AGREEMENT
