EMPLOYMENT
AGREEMENT
This
employment agreement is between COMPANY NAME, IN
CAPITAL LETTERS, a[n] State of Organization, if not an individual [corporation] [general
partnership][individual][limited liability company][limited liability
partnership][limited partnership][sole proprietorship][other] (the “Company”) and EMPLOYEE
NAME, IN CAPITAL LETTERS, an individual (the “Employee”).
The Company is
engaged in the business of describe the Company’s
business generally.
The Company desires to employ the Employee, and the Employee wishes to
enter into that employment, as set forth in this agreement.
The
parties therefore agree as follows:
1. EMPLOYMENT.
(a) Position. The Company hereby
employs the Employee in the position of Title and
the Employee hereby accepts this employment as of the effective date (as
defined in section 27, the “Effective
Date”). During [his][her] employment with
the Company, the Employee shall devote [his][her] best
efforts and substantially all of [his][her] business
time and attention (except for vacation periods and reasonable periods of
illness or other incapacities permitted by the Company’s general employment
policies) to the business of the Company.
(b) Duties. The Employee shall
perform duties that are customarily associated with [his][her]
then-current title, consistent with the [operating
agreement][bylaws][other organizing document] of the Company and as required by the Company’s [chief executive officer][president][other]. The
Employee shall perform [his][her] duties at any
place or places as the Company reasonably designates.
(c) Company Policies. The employment
relationship between the parties will also be governed by the general
employment policies and practices of the Company. If any terms of this agreement
differ from or conflict with the Company’s general employment policies or
practices, this agreement will control.
(d) At-Will Status. THE EMPLOYEE
ACKNOWLEDGES THAT EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION
AND CONSTITUTES “AT-WILL” EMPLOYMENT. THE EMPLOYEE FURTHER ACKNOWLEDGES THAT
THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT
GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION OF EITHER THE COMPANY OR THE
EMPLOYEE, WITH OR WITHOUT NOTICE.
2.
TERM AND
TERMINATION.
(a)
Term. The term
of this agreement will begin on Month Day, Year and
continue until terminated by either party in accordance with subsection (b) or
by law. The period during which the Employee is
employed under this agreement is referred to as the “Employment Period.”
(b) Termination. Either party may, at
any time, with or without cause, terminate this agreement by giving Number days’ written notice to the other party. If
requested by the Company, the Employee shall continue to render [his][her] services pursuant to this agreement during
this notice period, and will be paid [his][her] regular
compensation until the last day of the Employee’s employment (the “Termination Date”). On the Termination Date, the Company shall pay the Employee a
severance allowance of $ Amount. Any amounts outstanding or owed by the Employee to the Company
may be deducted from this severance allowance.
3. COMPENSATION.
The Employee
will be compensated for [his][her] services as
follows:
(a) Base Salary. The Company shall
pay the Employee an annual base salary of $Amount (the
“Salary”), payable in equal [monthly][bi-monthly][semi-monthly][other] installments at the end of each period during the
Employment Period. The Salary may be subject to increases, as those may be
determined from time to time by the [president][board of
directors] of the Company.
(b)
Signing
Bonus. Within Number days of the
effective date, the Employee shall receive a sign-on bonus of $Amount.
If the Employee is terminated for cause or if the Employee terminates
employment within Number year[s] of
the Effective Date, the Employee must make a pro-rated repayment of the sign-on
bonus.
(c)
Incentive
Compensation. In accordance with the Company’s practices,
policies, and procedures, the Employee may be eligible for a discretionary
[cash] bonus award [equal to Amount% of the Salary]
(the “Bonus”). The Bonus, if any, will be based on the
performance of the Company and the Employee and will be subject to typical
payroll deductions and withholdings. A Bonus is not guaranteed compensation.
(d) Other Nonmonetary Benefits. The
Employee [is][may be] entitled to certain other
nonmonetary benefits, including vacation days, sick
days, holidays, paid time off, and medical and dental plans, in
accordance with Company policies, as determined by the [president][board
of directors], which may be amended from time to time.
(e) Stock Options. After Number full year[s] of
employment, the Employee will be considered for participation in the Company’s
stock option plan in accordance with the terms of that plan.
(f) Withholding. All sums payable to
the Employee under this agreement will be reduced by federal, state, local, and
other withholdings and similar taxes and payments required by applicable law.
4.
OTHER EMPLOYMENT.
The
Employee shall devote all of [his][her] time and
attention solely to the Company’s business and interest. During the Employment
Period, the Employee may not engage, directly or indirectly, in any other
business activity, regardless of whether it is pursued for gain or profit. Nothing
in this section 4 limits the Employee’s right to invest [his][her] money in real estate or in other companies if that
investment does not oblige the Employee to assist in the operation of the
affairs of those companies.
5.
working Amenities.
The Employee shall have access to all facilities and services
suitable to [his][her] position and appropriate for the performance of
[his][her] duties.
6.
expenses.
The Company shall reimburse the Employee for all business expenses
incurred by the Employee in connection with [his][her] duties
under this agreement in accordance with the Company’s normal policies. The
reimbursement of these expenses is subject to the Employee’s provision to the Company
of receipts, statements, and vouchers to the Company’s satisfaction.
7.
CoNFIDENTIALITY.
(a) Confidentiality. During the
Employment Period, the Employee may
have access to or receive certain information about the Company that the Company designates
as confidential or that, under the circumstances surrounding disclosure, ought
to be treated as confidential by the Employee
(“Confidential Information”).
Confidential Information includes information relating to the Company or its current or proposed
business, financial statements, budgets and projections, customer identifying
information, potential and intended customers, employers, products, computer
programs, specifications, manuals, software, analyses, strategies, marketing
plans, business plans, and other confidential information, provided orally, in
writing, by drawings, or by any other media. The Employee will treat the Confidential Information as confidential
and will not disclose it to any third party or use it for any purpose but to
fulfill [his][her] obligations in this
agreement. In addition, the Employee shall
use due care and diligence to prevent the unauthorized use or disclosure of that
information.
(b) Exceptions. The obligations and
restrictions in subsection (a) do not apply to that part of the Confidential
Information the Employee
demonstrates:
(i) was or
becomes generally publically available other
than as a result of a disclosure by the Employee
in violation of this agreement;
(ii) was or
becomes available to the Employee on
a nonconfidential basis before its disclosure to the Employee by the Company,
but only if:
A. the source
of that information is not bound by a confidentiality agreement with the Company or is not otherwise prohibited
from transmitting the information to the Employee
by a contractual, legal, fiduciary, or other obligation; and
B. the Employee provides the Company with written notice of [his][her] prior possession either (I) before the effective
date of this agreement or (II) if the Employee
later becomes aware (through disclosure to the Employee) of any aspect of the Confidential Information as to
which the Employee had prior
possession, promptly on the Employee so
becoming aware;
(iii) is
requested or legally compelled (by oral questions, interrogatories, requests
for information or documents, subpoena, civil or criminal investigative demand,
or similar processes), or is required by a regulatory body, to be disclosed.
However, the Employee shall:
A. provide
the Company with prompt notice of these
requests or requirements before making a disclosure so that the Company may seek an appropriate protective
order or other appropriate remedy; and
B. provide
reasonable assistance to the Company in
obtaining a protective order.
If a protective order
or other remedy is not obtained or the Company
grants a waiver under this agreement, the Employee may furnish that portion (and only that portion) of the
Confidential Information that, in the written opinion of counsel reasonably
acceptable to the Company, the Employee is legally compelled or otherwise
required to disclose. However, the Employee
shall make reasonable efforts to obtain reliable assurance that
confidential treatment will be accorded any part of the Confidential
Information disclosed in this way; or
(iv) was
developed by the Employee independently
without breach of this agreement.
(c) Obligation to Maintain Confidentiality.
(i) Confidentiality. At all times during [his][her] employment with the Company, the Employee shall
hold in strictest confidence, and not use, except for the benefit of the
Company, or to disclose to any person, firm, or corporation without the prior
written authorization of the Board of Directors of
the Company, any of the Company’s Confidential Information.
(ii) Term. The Employee
shall maintain the confidentiality and security of the Confidential Information
until the earlier of: (i) such time as all Confidential Information disclosed
under this agreement becomes publicly known and is made generally available
through no action or inaction of the Employee or (ii) the third anniversary of
the termination of the Employee’s employment with the Company. However, to the
extent that the Company has disclosed information to the Employee that
constitutes a trade secret under law, the Employee shall protect that trade
secret for as long as the information qualifies as a trade secret.
(d) Remedy. Money damages may
not be a sufficient remedy for a breach of this section by the Employee and, in
addition to all other remedies, the Company
may seek (and may be entitled to) as a result of that breach, specific
performance and injunctive or other equitable relief as a remedy.
8. INVENTIONS.
(a) Inventions Retained and Licensed. Attached as Exhibit A to this agreement is a list of all intellectual property
that the Employee made before [his][her]
employment with the Company (the “Prior
Inventions”) that belong to the Employee, that relate to the Company’s
proposed business, products, or research and development, and that are not assigned to the Company under this
agreement. If no list is attached, the Employee represents that there are no
Prior Inventions. If disclosure of any Prior Invention would cause the Employee
to violate a prior confidentiality agreement, the Employee will not list the
Prior Invention in Exhibit A but
will provide a name of the invention, a list of the party or parties it belongs
to, and the explanation why full disclosure was not given. A space is provided
in Exhibit A for this purpose. If in
the course of employment with the Company, the Employee incorporates into a
Company product, process, or machine a Prior Invention owned by the Employee or
in which the Employee has an interest, the Company will be granted and have a
nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make,
have made, modify, use, and sell that Prior Invention as part of or in
connection with that product, process, or machine.
(b) Assignment of Inventions. The
Employee shall disclose promptly in writing to the Company all Intellectual
Property that the Employee has authored, made, conceived, or first actually
reduced to practice, alone or jointly with others:
(i)
while the Employee is or was performing
duties for the Company;
(ii)
during the Employee’s employment with the
Company, if it relates to the Company’s areas of business or investigations;
(iii)
that results from or is suggested by any work
that the Employee does for the Company or at the Company’s request; or
(iv)
that was aided by the Employee’s use of the
Company’s equipment, supplies, facilities, or trade secret information, whether
or not during working hours.
This Employee-created
intellectual property is referred to in this agreement as “Inventions.”
The Employee
acknowledges that any Invention the Employee makes within the scope of and
during [his][her] employment with the Company
and that is protectable by copyright is a “work made for hire,” as that term is
defined in the United States Copyright Act.
(c) Maintenance of Records. The Employee shall keep and maintain
adequate and current written records of all Inventions the Employee makes
(solely or jointly with others) during the term of employment with the Company.
The records may be in the form of notes, sketches, drawings, and any other
format specified by the Company. The
records will be available to and remain the sole property of the Company at all
times.
(d) Patent and Copyright Registrations. The
Employee shall help the Company or its designee, at the Company’s expense,
secure the Company’s rights in the Inventions and any copyrights, patents, mask
work rights, or other intellectual property rights relating to the Inventions
in all countries, including by disclosing to the Company all pertinent
information and data about any of those, by signing all applications,
specifications, oaths, assignments, and all other instruments that the Company
may deem necessary to apply for and obtain those rights and to assign and
convey to the Company, its successors, assigns, and nominees the exclusive
interest in those Inventions, and any copyrights, patents, mask work rights, or
other intellectual property rights relating to those. When it is in the
Employee’s power to do so, [his][her] obligation
to sign or cause to be signed any such instrument or papers will continue after
the termination of this agreement. If because of the Employee’s mental or
physical incapacity or for any other reason the Company cannot secure a
signature to apply for or pursue any application of any United States or
foreign patents or copyright registrations covering Inventions or original
works of authorship assigned to the Company as above, the Employee hereby
irrevocably designates and appoints the Company and its duly authorized
officers and agents as the Employee’s agents and attorneys in fact, to act for
and on behalf of the Employee to sign and file those applications and do all
other lawfully permitted acts to further the prosecution and issuance of patent
or copyright registrations on them with the same legal force and effect as if
signed by the Employee.
9. RETURN OF PROPERTY.
Within
Number days of the expiration or earlier
termination of this agreement, the Employee shall return to the Company,
retaining no copies or notes, all Company products, samples, models, property,
and documents relating to the Company’s business including reports, abstracts,
lists, correspondence, information, computer files, computer disks, and other
materials and copies of those materials obtained by the Employee during and in
connection with [his][her] work with the Company.
All files, records, documents, blueprints, specifications, information,
letters, notes, media lists, original artwork or creative work, notebooks, and
similar items relating to the Company’s business, whether prepared by the Employee
or by others, remain the Company’s exclusive property.
10. USE OF TRADEMARKS.
The
Company may use, reproduce, and distribute the Company’s service marks,
trademarks, and trade names (if any) (collectively, the “Company Marks”) in connection with [his][her]
employment. Any goodwill received from this use will accrue to the Company,
which will remain the sole owner of the Company Marks. The Employee may not
engage in activities or commit acts, directly or indirectly, that may contest, dispute,
or otherwise impair the Company’s interest in the Company Marks. The Employee
may not cause diminishment of value of the Company Marks through any act or
representation. The Employee may not apply for, acquire, or claim an interest
in any Company Marks, or others that may be confusingly similar to any of them,
through advertising or otherwise. At the expiration or earlier termination of
this agreement, the Employee will have no further right to use the Company
Marks, unless the Company provides written approval for each use.
11. NONSoliCITATION.
During the
Employment Period and for a period of Number year[s]
after, the Employee may not:
(a)
canvass or solicit the business of
(or procure or assist in the canvassing or soliciting of) any client, customer,
or employee of the Company who is known to the Employee because of [his][her]
association with the Company during the Employment Period for the purposes of
competing with the Company;
(b)
accept (or procure the acceptance
of) business from a client, customer, or employee of the Company known to the
Employee because of [his][her] association with the Company during the
Employment Period for purposes of competing with the Company. However, the Company
may consent to this competition in writing; or
(c)
otherwise contact, approach, or
solicit (or procure the contacting, approaching, or soliciting of) an entity
known to the Employee because of [his][her] association with the Company before
the Effective Date in a way that could be detrimental to the Company.
12. NONcoMPETITION.
At the end of the Employment Period, by expiration or termination,
the Employee may not engage, own, manage, control, operate, be employed by,
participate in, or be connected with the ownership, management, operation, or
control of a business similar to the type of business conducted by the Company
for a period of Number years and
within Number miles from the present location[s]
of the Company’s business. If the Employee breaches or threatens to breach this
section, the Company will be entitled to a preliminary restraining order and
injunction preventing the Employee from violating its provisions. Nothing in
this agreement prohibits the Company from pursuing any other available remedies
for a breach or threatened breach, including the recovery of damages from the
Employee.
13. FIDELITY
BOND.
At the beginning of the Employment Period, the Employee shall apply
for a fidelity or surety bond from a company and in amounts that the Company
may specify in its sole discretion. The Company shall pay all premiums on this
bond. The bond will continue in force and in the amounts as the Company requires.
If the bond is refused or is ever canceled without the Company’s prior written
approval, the Employee’s employment may be terminated immediately and the
Employee will be entitled to compensation to the date of that termination only.
14. disability.
If because of [his][her]
illness or incapacity an Employee is unable to perform [his][her] duties under
this agreement for a period of more than Number consecutive weeks,
the Salary payable to [him][her] during the continued period of that illness or
incapacity will be reduced by Number%. The Employee will be entitled to [his][her] full Salary
only when [s]he returns to full employment. The Company may terminate this agreement
if the Employee has been absent from [his][her] employment for a continuous
period of more than Number months, and all
obligations of the Company under this agreement will end on that date.
15. death
during employment.
If the Employee dies while employed by the Company, the Company
shall pay to the Employee’s estate any Salary otherwise payable to the Employee,
up to the end of the month in which [his][her] death occurs. In addition, the Company
shall pay $Amount to the Employee’s
widow[er] or, if [she][he] is not survived by a spouse, to the Employee’s
surviving children in equal shares, or, if [she][he] is not survived by any
children, to the Employee’s estate, within Number
days of the Employee’s death.
(a)
Of Company
by Employee. At all
times after the effective date of this agreement, the Employee shall indemnify
the Company and its [subcontractors] [officers],
[members], [managers], [employees], [owners], [sublicensees],[affiliates],
[subsidiaries], [successors], and [assigns] (collectively, the “Company Indemnitees”) from all damages,
liabilities, expenses, claims, or judgments (including interest, penalties,
reasonable attorneys’ fees, accounting fees, and expert witness fees)
(collectively, the “Claims”) that
any Company Indemnitee may incur and that arise from:
(i) the
Employee’s gross negligence or willful
misconduct arising from the Employee’s carrying out of [his][her]
obligations under this agreement; or
(ii) the Employee’s
breach of any of [his][her] obligations or representations
under this agreement.
(b)
Of Employee
by Company. At all
times after the effective date of this agreement, the Company shall indemnify
the Employee from all Claims that the Employee may incur arising from:
(i)
the Company’s operation of its business;
(ii)
the Company’s breach or alleged breach of, or
its failure or alleged failure to perform under, any agreement to which it is a
party; or
(iii)
the Company’s breach of any of its obligations
or representations under this agreement. However, the Company is not obligated
to indemnify the Employee if any of these Claims result from the Employee’s own
actions or inactions.
17. FORCE MAJEURE.
A party will be not be considered in breach
or in default because of, and will not be liable to the other party for, any
delay or failure to perform its obligations under this agreement by reason of
fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar
event beyond that party’s reasonable control (each a “Force Majeure Event”). However, if a Force Majeure Event occurs,
the affected party shall, as soon as practicable:
(a)
notify the other party of the Force Majeure
Event and its impact on performance under this agreement; and
(b)
use reasonable efforts to resolve any issues
resulting from the Force Majeure Event and perform its obligations under this
agreement.
18. ARBITRATION;
EQUITABLE RELIEF.
(a)
ARBITRATION. EXCEPT AS PROVIDED IN SECTION 18(b)
BELOW, ANY DISPUTE OR CONTROVERSY ARISING OUT OF, RELATING TO, OR CONCERNING THE
INTERPRETATION, CONSTRUCTION, PERFORMANCE, OR BREACH OF THIS AGREEMENT WILL BE
GOVERNED BY STATE
LAW AND
SETTLED BY ARBITRATION TO BE HELD IN COUNTY COUNTY,
STATE, IN ACCORDANCE WITH THE THEN-EFFECTIVE
RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATOR MAY GRANT
INJUNCTIONS OR OTHER RELIEF IN THAT DISPUTE OR CONTROVERSY. THE DECISION OF THE
ARBITRATOR WILL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE
ARBITRATION. JUDGMENT MAY BE ENTERED ON
THE ARBITRATOR’S DECISION IN ANY COURT HAVING JURISDICTION. THE PARTIES SHALL
EACH PAY ONE-HALF OF THE COSTS AND EXPENSES OF THAT ARBITRATION, AND EACH PARTY
SHALL SEPARATELY PAY COUNSEL FEES AND EXPENSES.
THIS
ARBITRATION CLAUSE CONSTITUTES A WAIVER OF THE EMPLOYEE’S RIGHT TO A JURY TRIAL
AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER-EMPLOYEE
RELATIONSHIP (EXCEPT AS PROVIDED IN SECTION 18(b) BELOW), INCLUDING:
(i)
ALL CLAIMS FOR WRONGFUL DISCHARGE
OF EMPLOYMENT; BREACH OF CONTRACT, EXPRESS AND IMPLIED; BREACH OF THE COVENANT
OF GOOD FAITH AND FAIR DEALING, EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL
INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL MISREPRESENTATION;
NEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC
ADVANTAGE; AND DEFAMATION;
(ii)
ALL CLAIMS FOR VIOLATION OF A FEDERAL,
STATE, OR MUNICIPAL STATUTE, INCLUDING TITLE VII OF THE CIVIL RIGHTS ACT OF
1964, THE CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF
1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, AND THE FAIR LABOR STANDARDS
ACT;
(iii) ALL
CLAIMS ARISING OUT OTHER LAWS AND REGULATIONS RELATING TO EMPLOYMENT OR
EMPLOYMENT DISCRIMINATION.
(b)
EQUITABLE
REMEDIES.
IT WOULD BE IMPOSSIBLE OR INADEQUATE TO MEASURE AND CALCULATE THE COMPANY’S
DAMAGES FROM ANY BREACH OF THE COVENANTS SET FORTH IN SECTIONS 4, 7, 8, [AND] 9
[, 11 AND 12] OF THIS AGREEMENT. ACCORDINGLY, IF THOSE SECTIONS ARE BREACHED,
THE COMPANY WILL HAVE AVAILABLE, IN ADDITION TO ANY OTHER RIGHT OR REMEDY
AVAILABLE, THE RIGHT TO OBTAIN AN INJUNCTION FROM A COURT OF COMPETENT
JURISDICTION RESTRAINING THAT BREACH OR THREATENED BREACH AND TO SPECIFIC
PERFORMANCE OF ANY SUCH PROVISION OF THIS AGREEMENT. NO BOND OR OTHER SECURITY WILL
BE REQUIRED TO OBTAINING THAT EQUITABLE RELIEF AND THE EMPLOYEE HEREBY CONSENTS
TO THE ISSUANCE OF THAT INJUNCTION AND TO THE ORDERING OF SPECIFIC PERFORMANCE.
(c)
CONSIDERATION. EACH PARTY’S PROMISE TO RESOLVE
CLAIMS BY ARBITRATION IN ACCORDANCE WITH THIS AGREEMENT, RATHER THAN THROUGH
THE COURTS, IS CONSIDERATION FOR THE OTHER PARTY’S LIKE PROMISE. THE EMPLOYEE
UNDERSTANDS THAT THIS OFFER OF EMPLOYMENT IS MADE IN CONSIDERATION OF THIS
PROMISE TO ARBITRATE CLAIMS.
OR
18. CHOICE OF LAW; ATTORNEYS' FEES; EQUITABLE RELIEF.
(a) Choice of Law. The laws of the state of State govern this
agreement (without giving effect to its conflicts of law principles).
(b) Choice of Forum. Both parties consent to the
personal jurisdiction of the state and federal courts in County, State.
(c) Attorneys’ Fees. If either party employs attorneys
to enforce any rights arising out of or relating to this agreement, the losing
party shall reimburse the prevailing party for its reasonable attorneys’ fees.
(d) Equitable Relief. The Employee's breach of this
agreement will cause irreparable harm to the Company and monetary damages may
not be a sufficient remedy for an unauthorized disclosure of the Confidential
Information. If the Employee discloses the Confidential Information in
violation of this agreement, the Company may, without waiving any other rights
or remedies and without posting a bond or other security, seek an injunction,
specific performance, or other equitable remedy to prevent competition or
further disclosure, and may pursue other legal remedies.
19. AMENDMENTS.
No
amendment to this agreement will be effective unless it is in writing and signed by both parties.
(a)
No
Assignment. The
Employee may not assign any of [his][her] rights
under this agreement, except with the prior written consent of the Company, which consent may not be unreasonably withheld. All
voluntary assignments of rights are limited by this subsection.
(b)
No
Delegation. The
Employee may not delegate any performance under this agreement, except with the
prior written consent of the Company, which consent may
not be unreasonably withheld.
(c)
Enforceability
of an Assignment or Delegation. If
a purported assignment or purported delegation is made, or if both are made, in
violation of this section 20, it is void and they are void.
21. COUNTERPARTS; ELECTRONIC SIGNATURES.
(a) Counterparts. The parties may
execute this agreement in any number of counterparts, each of which is an
original but all of which constitute one and the same instrument.
(b) Electronic
Signatures. This agreement, agreements ancillary to this agreement, and related
documents entered into in connection with this agreement are signed when a
party’s signature is delivered by facsimile, email, or other electronic medium.
These signatures must be treated in all respects as having the same force and
effect as original signatures.
22. SEVERABILITY.
(a) If any
provision in this agreement is, for any reason, held to be invalid, illegal, or
unenforceable in any respect, that invalidity, illegality, or unenforceability
will not affect any other provisions of this agreement, but this agreement will
be construed as if the invalid, illegal, or unenforceable provisions had never
been contained in this agreement, unless the deletion of those provisions would
result in such a material change that would cause completion of the
transactions contemplated by this agreement to be unreasonable.
(b) If
the restrictions against solicitation in section 11 or against competition in section
12 of this agreement are found by a court of competent jurisdiction to be
unenforceable because they extend for too long a period of time or over too
great a geographical area, or because they are too expansive in any other
respect, these sections should be interpreted to extend only over the maximum
period of time for which they are enforceable and over the maximum geographical
areas as to which they are enforceable, and to the maximum extent in all other
respects as to which they are enforceable, all as determined by that court in that
action.
23. NOTICES.
(a) Writing; Permitted Delivery Methods. Each party giving or making any notice,
request, demand, or other communication required or permitted by this agreement
shall give that notice in writing and use one of the following types of
delivery, each of which is a writing for purposes of this agreement: personal
delivery, mail (registered or certified mail, postage prepaid, return-receipt
requested), nationally recognized overnight courier (fees prepaid), facsimile,
or email.
(b) Addresses. A party shall address notices under this section
to a party at the following addresses:
If to the Company:
Contact Name/Position
Mailing
Address
City,
State Zip Code
Fax
Number
Email
Address
If to the Employee:
Mailing Address
City, State Zip Code
Fax Number
Email Address
(c) Effectiveness. A notice is effective only if the party
giving notice complies with subsections (a) and (b) and if the recipient
receives the notice.
24. WAIVER.
No waiver of a
breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this agreement will be effective unless it is in
writing and signed by the party waiving the breach, failure, right, or remedy.
No waiver of any breach, failure, right, or remedy will be deemed a waiver of
any other breach, failure, right, or remedy, whether or not similar, and no
waiver will constitute a continuing waiver, unless the writing so specifies.
25. ENTIRE AGREEMENT.
This
agreement constitutes the final agreement of the parties. It is the complete
and exclusive expression of the parties’ agreement with respect to the subject
matter of this agreement. All prior and contemporaneous communications,
negotiations, and agreements between the parties relating to the subject matter
of this agreement are expressly merged into and superseded by this agreement.
The provisions of this agreement may not be explained, supplemented, or
qualified by evidence of trade usage or a prior course of dealings. Neither
party was induced to enter this agreement by, and neither party is relying on,
any statement, representation, warranty, or agreement of the other party except
those set forth expressly in this agreement. Except as set forth expressly in
this agreement, there are no conditions precedent to this agreement’s
effectiveness.
26. HEADINGS.
The
descriptive headings of the sections and subsections of this agreement are for
convenience only, and do not affect this agreement’s construction or
interpretation.
27. EFFECTIVENESS.
This agreement will become effective when all parties
have signed it. The date this agreement is signed by the last party to sign it
(as indicated by the date associated with that party’s signature) will be
deemed the date of this agreement.
28. NECESSARY ACTS; FURTHER ASSURANCES.
The
Employee, the Company, and the Company’s officers and directors shall use all
reasonable efforts to take, or cause to be taken, all actions necessary or desirable
to consummate and make effective the transactions this agreement contemplates
or to evidence or carry out the intent and purposes of this agreement.
[SIGNATURE PAGE FOLLOWS]
Each
party is signing this agreement on the date stated opposite that party’s
signature.
Date: ___________________
|
COMPANY NAME, if not an individual
By:
Name: Name of Person Signing Title: Title of Person Signing |
Date: ___________________
|
By:
Name: Name of Employee |
LIST OF
PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP
1. Except as listed in section 2 below, the following is a complete list of all Prior Inventions that were made, conceived, or first reduced to practice by the Employee, alone or jointly with others, before [his][her] employment by the Company:
Title
|
Date
|
Identifying Number or Brief Description
|
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I have no inventions or improvements to list.
(Initials)
I have attached _____ additional sheets to this Exhibit A.
(Initials)
2. Because of an existing confidentiality agreement and the duties of confidentiality that the Employee owes to the parties listed below, the Employee cannot complete the disclosure in section 1 above with respect to the inventions or improvements listed generally below:
Invention or Improvement
|
Party Names
|
Relationship
|
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I have attached _____ additional sheets to this Exhibit A.
(Initials)
Date: ___________________________________________
By: ____________________________________________
Name: Employee Name
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