Fill and Sign the Agreement Engineering Contract Form

Employment Agreement between Civil Engineering Firm and Civil Engineer Agreement made on the ______________ (date), between _______________________ (Name of Employee) of ________________________________________________________ __________________ (street address, city, county, state, zip code) , referred to herein as Employee , and ___________________________ (Name of Engineering Firm), a profession corporation organized and existing under the laws of the state of _______________, with its principal office located at ________________________________________________________ ___________ (street address, city, county, state, zip code) , referred to herein as Employer. Whereas, Employer is organized as a professional corporation in accordance with the laws of the State of __________________ (Name of State) to render professional services through those of its Employees who are duly licensed to practice civil engineering in ___________________ (Name of State); and Whereas, Employee is a civil engineer duly licensed by and registered as a civil engineer in the State of ____________________ (Name of State) in accordance with (e.g., Sections 32-121, 32-122.01 and related statutes of the Arizona Revised Statutes) _______ ___________________________________________________________ of the (e.g., Arizona) ________________ and authorized to practice civil engineering in the State of (e.g., Arizona) ________________; and Whereas, Employee desires to accept employment to practice civil engineering as an Employee of Employer; and Whereas, the Board of Directors of Employer has offered Employee employment for such compensation and other benefits and under the terms and conditions set forth in this Agreement, and Employee is willing to accept employment on such terms and conditions. Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Employment and Duties A. Scope of Duties. By this Agreement, Employer employs Employee , and Employee accepts such employment, to render civil engineering services. Employer shall have the power to determine the specific duties to be performed by Employee, and the means and the manner by which those duties shall be performed. Employer shall have the power to determine the assignment of clients to Employee, and Employee must perform services for such clients assigned to him. The power to supervise the duties to be performed, the manner of performing such duties, and the terms for performance of such duties shall be exercised by the Board of Directors of Employer. Hours of employment shall be determined by Employer within reasonable standards within the profession, except that Employee shall not be compelled to work longer than a normal work week unless necessary. B. Director and Officer. Employee shall, if elected, serve as a director and officer of Employer at no additional compensation other than as expressly provided in this Agreement. C. Exclusive Service. Employee shall devote his full working time and attention to the practice of civil engineering for Employer. During the term of this Agreement, Employee shall not, without the written consent of Employer, directly or indirectly render services of a professional nature to or for any person or firm for compensation, or engage in any practice that competes with the interest of Employer. However, the expenditure of reasonable amounts of time for (description of activities) _______________________ ________________________________________________ shall not be deemed a breach of this Agreement, provided the Board of Directors of Employer determines that the rendering of such services by Employee does not materially interfere with the services required to be rendered to Employer under this Agreement. D. Professional Standards. Employee shall perform his duties under this Agreement in accordance with the rules of ethics of the American Society of Civil Engineers. 2. Term The term of this Agreement shall begin on the above-stated effective date, and shall continue until terminated as provided in this Agreement. 3. Compensation A. Basic Salary. For all services rendered by Employee under this Agreement, Employer shall pay Employee a basic salary of $___________ per year, payable monthly in 12 equal installments beginning on the effective date of this Agreement and payable on the _______ (number) day of each month during the term of this Agreement. The basic salary may be changed by mutual Agreement of the parties at any time. B. Notwithstanding the forgoing, If sufficient funds are not available to pay Employee's salary timely, he agrees to the deferral of said compensation until such time as the President determines that payment can be made without jeopardizing the continued operations of the Firm. 4. Expenses During the term of this Agreement, Employer shall pay all reasonable business expenses of Employee in accordance with the general policy of Employer including, but not limited to, (description of expenses) __________________________________________ . Additionally, Employer shall either advance sums to Employee to be used for expenses, or reimburse Employee for: (1) educational expenses incurred to maintain or improve Employee's professional skills, and for Employee's actual expenses for travel, room, and meals for attending professional conventions; and (2) professional entertainment and promotional expenses. Employee agrees to submit to Employer such documentation as may be necessary to substantiate such expenses. 5. Malpractice Insurance Employer shall purchase and maintain at its expense such comprehensive professional liability insurance coverage as it shall deem appropriate, covering the acts or omissions of Employee in the normal course of his employment. 6. Office Facilities Employer shall operate and maintain the office facilities, and shall provide at its expense, equipment and supplies, suitable to Employee's position and adequate for the performance of his duties under and pursuant to this Agreement. Further, Employer shall supply and pay for ________________________________________ (types of personnel) reasonably needed by Employee in connection with his employment under and pursuant to this Agreement. 7. Records and Files All records and personal files concerning clients of Employer shall belong to and remain the property of Employer. On termination of his employment, Employee shall not be entitled to keep or reproduce Employer's records related to any client unless the client shall specifically request that his or her records be transmitted to Employee. 8. Fees All fees and compensation received or realized as a result of the rendition of professional services by Employee under and pursuant to this Agreement shall belong to and be paid and delivered to Employer. 9. Vacation Employee shall be entitled to a paid annual vacation of two weeks (10 business days) during each year during the continuance of this Agreement. Without Employer's consent, vacation time may not be accumulated, but must be taken in the year earned. Employee's vacation will be scheduled at those times most convenient to Employer's business as determined by its Board of Directors. In addition, Employee shall be allowed _______ (number) days each year to attend professional meetings or seminars; provided, however, that attendance at such meetings or seminars shall be planned for minimum interference with the business of Employer. 10. Illness and Disability A. Employee shall be entitled to _______ (number) days' sick leave in each fiscal year of Employer if Employee is unable to perform his services by reason of illness or accident not resulting in Employee becoming totally disabled, without any adjustment in the compensation due to Employee under this Agreement. Unused sick leave may not be carried over from one fiscal year to another. B. If Employee is unable to perform services under this Agreement by reason of total disability, Employee 's salary shall be reduced in accordance with the following schedule during the continuance of such disability: 1. For _____ (number) months Employee shall receive _____% of his monthly salary. 2. For the next _____ (number) months of disability, Employee shall receive _____% of his monthly salary. 3. For the next _____ (number) months of disability, Employee shall receive _____% of his monthly salary. 4. Subsequently, Employee shall receive no disability payments. C. In determining periods of disability, any new period of disability shall be deemed to be a continuation of the prior period of disability if Employee has not returned to work for at least _____ (number) weeks between such periods of disability. If Employee becomes disabled, but the disability ceases before termination of [his/her] his employment with Employer, Employee 's salary shall be reinstated on the date disability ends. 11. Death Benefits If Employee dies during the term of this Agreement, Employer will, within ______ (number) days after Employee's death, pay $__________ to Employee's spouse, if surviving, or to Employee 's estate if Employee is not survived by a spouse. 12. Termination A. This Agreement shall be terminated immediately: 1. If Employee becomes disqualified to practice civil engineering in the state of (e.g. Arizona) _______________; 2. On the death of Employee; 3. If Employer and Employee shall mutually agree in writing to such termination; 4. If Employee becomes disabled and the disability continues for a period of ______ (number) consecutive months; or 5. If Employee fails or refuses to faithfully or diligently perform the duties required under and pursuant to the provisions of this Agreement. B. On termination for any reason, Employee shall be entitled to termination pay of $____________, the salary due Employee to the date of such termination. Receipt of said amount shall constitute full and complete satisfaction for and release of any claims under this Agreement and any other claims, whether in tort, contract, or pursuant to any Federal law. 13. Nondisclosure of confidential information Employee agrees that for and during the entire term of this Agreement, any information, such as data, figures, sales figures, projections, estimates, client lists, client files, construction or any engineering project, tax records, personnel history, accounting procedures, and promotions, shall be considered and kept as the private and privileged records of Employer and will not be divulged to any person, firm, corporation, or other entity except on the direct authorization of the President of Employer. Further, upon termination of this Agreement for any cause, Employee agrees that he will continue to treat as private and privileged any information, such as data, figures, sales figures, projections, estimates, client lists, client files, construction or any engineering project, tax records, personnel history, accounting procedures, and promotions, and will not release any such information to any person, firm, corporation, or other entity, either by statement, deposition, or as a witness, except upon direct written authority of the President of Employer, and Employer shall be entitled to an injunction by any competent court to enjoin and restrain the unauthorized disclosure of such information. 14. Covenant Not to Compete During the period Employee is under contract with Employer, and for a period of _____ years after termination of said contract, Employee will not directly or indirectly: A.Recruit, solicit, induce, or attempt to induce any of the employees or clients of the Employer to terminate their employment or contractual relationship with Employer. B. Solicit, divert, take away, or attempt to divert or take away, from the Employer any of its business or the patronage of its clients, accounts, vendors or suppliers for products of services, sold, distributed or processed by the Employer, and Employee shall not assist any other person to do so. C. If any restriction set forth in this Section 14 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. D. If the restrictions contained in this Section 14 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. E. The restrictions contained in this Section 14 are necessary for the protection of the business and goodwill of the Employer and are considered by Employee to be reasonable for such purpose. Employee agrees that any breach of this Section 14 will cause the Employer substantial and irrevocable damage and therefore, in the event of any such breach, in addition to such other remedies which may be available, the Employer shall have the right to seek specific performance and injunctive relief. 15. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 16. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 17. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of (e.g., Arizona) ______________. 18. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 19. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 20. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 21. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 22. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 23. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 24. In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. ________________________________ (Name of Engineering Firm) ________________________ By: _________________________ (Printed name) _________________________ ________________________ (Printed name & Office in Corporation) (Signature of Employee) _________________________ (Signature of Officer)