These sample contracts accompany the seminar on How To Write Contracts in The School Of Management.
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.
