EMPLOYEE AGREEMENT
This contract is a basic employment agreement, and it covers employee duties, salary, benefits and termination.
THIS EMPLOYEE AGREEMENT (heretofore, this "Agreement") is entered into on _________________________, by and between The the Company Corporation ("the Company"), and _________________________ (the "Employee").
THE PARTIES AGREE:
1. RECITALS. The company (heretofore, the "Company") markets, sells and installs specified computer hardware, software products and services (heretofore, the "Products").
2. TERM OF THE AGREEMENT. This Agreement shall begin on January 1, 1991 and end on December 31, 1992.[ You may elect to provide no term and call the agreement an "at-will" employment agreement.
3. DUTIES OF THE EMPLOYEE: The Employee will be responsible for: You outline the job responsibilities.
4. COMPENSATION:
(a) For all services rendered by Employee under and during the term of this Agreement, the Company shall pay to Employee a gross salary at the annual rate of __________ Thousand Dollars ($ _____,000.00) (prorated for the actual length of the term) earned and payable in equal installments on the Company’s customary pay days during the term hereof.
(b) Employee will also be paid a commission equal to six percent (6%) of the Net Collected Revenue of the Company for _______________ . For purposes of this Agreement, Net Collected Revenue means the gross cash collected by the Company for _______________, reduced by any discounts or allowances and further reduced by any returns. The Net Collected Revenue will be computed by the public accountant regularly preparing Company's financial statements and its determination will be binding on the parties hereto. Employee will be paid commissions on the last business day of the month following each calendar quarter for Net Collected Revenue during such calendar quarter.
5. OTHER BENEFITS:
(a) All salary and commissions paid by the Company will be subject to federal, state and local withholding taxes and payroll taxes.
(b) In addition, the Employee will be entitled to participate such employee benefit plans as major medical, disability and life insurance as are adopted by the Company from time to time.
6. REIMBURSEMENT OF EXPENSES:
(a) The Employee will supply his own automobile for use in his employment. However, the Company will reimburse, the Employee to be reimbursed, for the following expenses of Employee, provided they are reasonable in amount, they are ordinary and necessary expenses incurred in a trade or business as defined in the federal income tax law and further provided that Employee provides the Company with complete and proper substantiation for such expenses:
(i) all business mileage at the standard rate of reimbursement allowed under the federal income tax law;
(ii) all parking charges; and
(iii) all tolls.
(b) The Company will also reimburse the Employee for all reasonable, normal and customary business expenses, including, but not limited to the full cost of all authorized travel, lodging and meal expenses for out-of-town trips, in accordance with the Company’s written policy, and, similarly, for all expenses relating to entertainment of customers and prospective customers. However, no reimbursement shall be made for travel and lodging expenses or for any other expenditure in excess of $ _____ unless the Employee has received prior written authorization for the expenditure from the Company.
7. TERMINATION OF EMPLOYMENT:
(a) Notwithstanding anything contain herein to the contrary, this Agreement shall be immediately terminable by the Company for cause.
(b) For purposes of this Agreement "cause" shall be defined as:
(i) action of Employee that materially injures the professional reputation of the Company;
(ii) insolvency, bankruptcy, or assignment for benefit of creditors by Employee;
(iii) material breach of any substantive provision of this Agreement by Employee with such breach continuing for five (5) days after notice thereof to Employee;
(iv) conviction of Employee of any felony or crime involving moral turpitude;
(v) substantial insubordination to the officers or the Board of Directors of the Company;
(vi) the death of Employee; and
(vii) Employee's permanent, total disability to render the services contemplated hereunder; provided that in the event of such permanent total disability or any other disability of Employee to render the services contemplated hereunder, Employee's salary shall continue during such period of disability up to a maximum of six months, after which salary shall cease; permanent total disability shall be defined as: Employee's being permanently unable through injury or illness to render all of the services which he rendered before such injury or illness. In the event the parties do not agree as to whether the disability is total or permanent, a determination shall be made by a panel of three doctors. The first shall be chosen by the Company and the second shall be chosen by Employee; the third shall be chosen by the first two and their opinion on permanent total disability shall be binding on the parties hereto. If only one doctor is chosen, his opinion shall be binding. If two are chosen and they are unable to decide on a third doctor, then the determination shall be made a third party Arbitrator. Such determination shall be binding on all parties.
8. NON-DISCLOSURE: Employee will keep all trade secrets and/or proprietary information of the Company in strict confidence. A trade secret is any information, process or idea that is not generally known to persons outside the Company, which the Company considers confidential, and which gives the Company a competitive advantage. In light of the foregoing and realization by Employee and the Company that the Company’s trade secrets are valuable assets of the Company and form the foundation upon which much of Company’s success and existence depend, Employee hereby agrees that Employee will not at any time, whether during or subsequent to the term of Employee's employment by the Company in any fashion, form or manner, unless specifically consented to in writing by the Board of Directors of the Company, either directly or indirectly use or divulge, disclose or communicate to any person, firm or corporation, the Company’s trade secrets in any manner whatsoever. Company’s trade secrets shall include, but not be limited to: all proprietary software and system design (including all enhancements thereto) owned by the Company’s or licensed to the Company’s, their marketing plans, the prices they obtain or have obtained or at which they sell or have sold their products or services, compensation paid to employees and other terms of employment, any and all confidential information provided to the Company by its customers or vendors, the Company’s financial statements and all information relating to the Company’s financial condition and all information relating to the research and development activities, ideas or projects carried on by the Company.
9. FILES, REPORTS AND BOOKS: All equipment, notebooks, documents, internal or external memoranda, reports, files, samples, books, correspondence, lists, computer programs, drawings, diagrams, blueprints, manuals, mechanisms, devices, creations, specifications, quotations, technical or management proposals, software system, program, specification, and any other documentation either in preparation or in final form, all technical notes, tangible property and work products, and all other written or graphic records in any manner affecting, recording or relating to the business of the Company, which Employee shall prepare, use, construct, observe, possess or control, or which Employee produced in whole or in part, shall at all times be and remain the sole property of the Company, as the case may be. Employee will not to copy or otherwise duplicate or in any other way violate the license of any computer program or software licensed to the Company.
10. WORK FOR HIRE: All ideas, inventions and other developments or improvements conceived by the Employee, alone or with others, during the term of his employment hereunder, whether or not during working hours, that are within the scope of the Company’s business operations or that relate to any of the Company’s work or projects, are the exclusive property of the Company, it being agreed by the parties hereto that all such ideas, inventions, developments or improvements constitute "works made for hire" under the United States copyright laws. The Employee agrees to assist the Company, at its expense, to obtain patents or copyrights on any such patentable or copyrightable ideas, inventions and other improvements, and agrees to execute all documents necessary to obtain such patents or copyrights in the name of the Company.
11. PROTECTION OF CUSTOMER RELATIONSHIP: For the purpose of this Agreement, the term "the Company Customer" shall mean any person or entity with respect to which the Company has obtained access to or knowledge of during the course, or as a result, of Employee's employment with the Company.
For the purpose of this Section 11, the term "Similar Product or Service" shall mean any computer-related product or service similar to that offered, licensed, contemplated or developed by the Company during the term of Employee's employment with the Company. For a period of two (2) years following the date of termination of this Agreement by either party for whatever reason (such period not to include any period(s) of violation or period(s) of time required to enforce any obligations contained in this Agreement), Employee shall not, for the benefit of Employee or any person or entity offering, developing or licensing or performing a Similar Product or Service, solicit the business of any the Company Customer for the purpose of offering, developing or licensing a Similar Product or Service or perform any services for the benefit of a Competitor of the Company without obtaining the prior written consent of the Company. For purposes of this Agreement, "Competitor of the Company" shall be the corporations listed in Exhibit A hereto, including any purchasers of or successor to the business of such corporations. the Company may amend Exhibit A from time to time during Employee's employment with the Company, up to and including the termination of such employment.
12. NONSOLICITATION OF EMPLOYEES: Employee shall not solicit the employment of any employee of the Company, during the term of this Agreement and for a period of two (2) years following the date of termination of this Agreement by either party for whatever reason (such period not to include any period(s) of violation or period(s) of time required to enforce any obligations contained in this Agreement), without obtaining the prior written consent of the Company. No provisions within this Section 12 shall limit any right which the Company may have under any statute or at common law.
13. INJUNCTIVE RELIEF: Employee acknowledges that his actual or threatened violations of Sections 8, 9, 10, 11, or 12 would give rise to irreparable injury to the Company, inadequately compensable in damages and, therefore, the Company may seek and obtain injunctive relief against the breach or threatened breach of Employee's obligations and undertakings thereunder, in addition to any other legal remedies which may be available.
14. MISCELLANEOUS:
(a) Notices. All notices and demands of any kind or nature which one party to this Agreement may be required or may desire to serve upon the other in connection with this Agreement shall be in writing and may be served personally or (as an alternative to personal service) by prepaid registered or certified United States mail or by private mail service (e.g., Federal Express or DHL). If the notice is to the Company, it shall be served at its principal office, and if the notice is to Employee, it shall be served at the address shown in the books and records of the the Company. Service of such notice or demand so made shall be deemed complete on the day of actual delivery as shown by the addressee's registry or by carrier or other certification receipt or at the expiration of seven (7) days after the date of mailing, whichever is earlier in time. Either party hereto may from time to time, by notice in writing served upon the other party as aforesaid, designate a different mailing address or a different person to which following such service all further notices or demands are thereafter to be addressed.
(b) Headings. The titles and headings of the Companyious sections and paragraphs hereof are intended solely for convenience of reference and are not intended for any purpose whatsoever to explain, modify or place any construction upon or on any of the provisions of this Agreement.
(c) Entire Agreement; Governing Law. This Agreement constitutes the entire Agreement among the parties hereto with respect to the subject matter hereof, and this Agreement may not be modified, amended or otherwise changed in any manner except by a written instrument executed by the party against whom enforcement is sought. This Agreement is to be governed by and construed according to the laws of the State of _______________ . The parties hereby agree that any dispute relating to this Agreement shall be resolved in courts in _______________.
(d) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which shall together constitute one and the same instrument, provided, however, that the several counter- parts in the aggregate shall have been signed by all of the parties hereto.
(e) Waiver. A waiver by any party to this Agreement of any of its terms or conditions in any one instance shall not be deemed or construed to be a general waiver of such terms or conditions or a waiver of any subsequent breach.
(f) Severability. All provisions of this Agreement are severable. If any provision or portion hereof is deter mined to be unenforceable, the rest of the Agreement shall remain in effect, provided that its general purposes are still reasonably capable of being effected.
(g) Assignment; Successors. Each party hereto agrees on behalf of himself and his executors and administrators, heirs, legatees, distributees, and successors and any other person or persons claiming any benefit through or under such party by virtue of this Agreement, that this Agreement and the rights, interests and benefits hereunder shall not be assigned, transferred, pledged, or hypothecated in any way by either party hereto or any executor, administrator, heir, legatee, distributee, successor or any other person claiming under or through any party hereto by virtue of this Agreement and shall not be subject to execution, attachment or similar process. Any attempt to assign, transfer, pledge, hypothecate or otherwise dispose of this Agreement or of such rights, interests and benefits contrary to the foregoing provisions, or the levy of any attachment or similar process thereupon shall be null and void and without effect and shall at the sole option of the other party terminate this Agreement.
(h) This Agreement shall be binding upon and inure to the benefit of the Company and Employee respectively and their respective heirs, legal representatives, executors, administrators, successors and assigns (in the case of a valid assignment hereof).
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.
[Your company Name].
By: ______________________________
President
By: ______________________________
EMPLOYEE
THIS DOCUMENT IS A SAMPLE ONLY.
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