Sample Contract: Employee Agreement

THIS DOCUMENT IS INTENDED TO BE AN EXAMPLE OF

ONE FORM OF AGREEMENT FOR THE HIRING OF AN

EMPLOYEE. IT'S NOT CONSIDERED "LEGAL ADVICE" AND SHOULD NOT TAKE

THE PLACE OF CONSULTATION WITH AN ATTORNEY.

EMPLOYEE AGREEMENT

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. NEITHER CMP MEDIA INC. NOR ANY OF ITS AFFILIATES MAKES ANY WARRANTY, REPRESENTATION OR PROMISE WITH RESPECT TO THE CONTENT OF THIS DOCUMENT. CMP MEDIA INC. AND ITS AFFILIATES SHALL NOT IN ANY CASE BE LIABLE FOR ANY CLAIMS OR DAMAGES RELATING TO THE USE OF THIS DOCUMENT.

Please Note: VARBusiness will not be held accountable for any omissions herein nor for any damage that may result should these templates be copied and used for legal purposes.