Business Development Manager Contract

Employment Agreement with Sales and Business Development Manager of a Business

Agreement made on the day of , 20, between

, a corporation organized and existing under the laws of the state of , with its principal office located at

referred to herein as Employer (and sometimes as Business), and

of

referred to herein as Employee.

1. Term and Nature of Employment

The Employee shall enter into the employment of the Employer as Business Development Manager of the Employer at its place of business identified above, for the period of year(s), commencing , subject to the general control of the Employer.

2. Devotion of Full Time to Business

The Employee shall devote the whole of his time, attention, and energies to the performance of his duties as Business Development Manager and shall not, either directly or indirectly, alone or in partnership, be connected with or concerned in any other competing business or pursuit during the term of employment.

3. Duties

The Employee shall, subject to the control of the Employer, take entire charge of the Business Development Department of the business of the Employer, exercise supervision over the whole of that department, employ such help as may be necessary and desirable, serve the Business diligently and according to his best abilities in all respects, and generally do all things for the best interests of the Firm that are usually done by persons occupying a position as Business Development Manager.

4. Rate of Compensation

A. The salary of the Employee shall be $ per month for the first months, payable on the last regular working day of each month, and $ per month for the next months, payable in the same manner, provided, however, that if the services of the Employee shall be found to be satisfactory to the Employer, the Employee shall be paid for his services at the rate of $ dollars per month after the first months of the term of employment mentioned.

B. In addition to the base salary, Employer shall pay Employee, within days after the end of each month of the term of this Agreement, a commission equal to % of the gross sales on the gross sales of the previous month for the Business. Each payment of commission shall be deemed final when paid by Employer to Employee and shall not be subject to reimbursement by Employee after annual audit or other accounting procedures. The accounting assumptions and procedures for determining gross sales and operating profit shall not, for the purpose of this Agreement, be changed during the term of this Agreement without the specific prior written consent of Employee.

C. Any amounts to which Employee is entitled as compensation, bonus, merit bonus, or any other form of compensation subject to withholding, shall be subject to usual deductions for appropriate federal, state, and local income tax obligations of employee.

5. Health Insurance and Vacation

A. Employer shall include Employee in any hospital, surgical, and medical benefit plans of Employer. Such plans are subject to change at the discretion of the board of directors of the Employer, provided, however, that the presently-existing levels and types of coverages shall be the minimum and shall not be decreased. If Employee's contribution for hospital, surgical and medical coverage for Employee and Employee's family ever exceeds $ per month, Employer shall increase Employee's base salary by the amount by which Employee's contribution exceeds that amount.

B. Employee shall be entitled, as of the commencement date of this Agreement, to an annual paid vacation leave of weeks per year at full compensation. For the 12-month period subsequent to the first anniversary of the effective date, and each subsequent 12-month period, employee shall be entitled to weeks' vacation at full compensation and the vacation provision may be further extended upon the sole discretion of Employer. The ability to carry over vacation accrued beyond the Employee's anniversary date each year may be limited in accordance with Employer's established vacation policy.

6. Termination for Cause

The Employer may terminate the Employee's employment immediately for Cause. For purposes of this Agreement, Cause means:

A. Any act or omission of the Employee constituting misconduct or negligence, fraud, misappropriation, embezzlement, conflict of interest or competitive business activities, including but not limited to any arrest on criminal charges;

B. Any chemical dependence which materially adversely affects the performance of Employee's duties and responsibilities to the Employer;

C. Breach of the Employee's fiduciary obligations to the Employer in a material respect;

D. The Employee's repeated failure to perform the duties of Employee after written notice of the alleged failure and a reasonable opportunity to cure;

E. The Employee's material breach of the Employer's policies or any material provision of this Agreement; or

F. The Employee's gross misconduct resulting in substantial loss to the Employer or damage to the reputation of the Employer.

7. Contract Terms to be Exclusive

This written agreement contains the sole and entire agreement between the parties and shall supersede any and all other agreements between the parties. The parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this agreement or any representations inducing its execution and delivery except such representations as are specifically set forth in this writing, and the parties acknowledge that they have relied on their own judgment in entering into this agreement. The parties further acknowledge that any statements or representations that may have been made by either of them to the other are void and of no effect and that neither of them has relied on such statements or representations in connection with its dealings with the other.

8. Nondisclosure of Information Concerning Business

The Employee further specifically agrees that he will not at any time, in any manner, either directly or indirectly, communicate to any person, firm, or corporation any information of any kind concerning any matters affecting or relating to the trade secrets of the Employer, including, but not limited to, the names of any of the Firm's customers, the prices the Employer obtains or has obtained or at which the Employer sells or has sold products, or any other information of, about, or concerning the business of the Employer, Employer's manner of operation, the firm's plans, processes, or other data of any kind, nature, or description without regard to whether any or all of such matters would be deemed confidential, material, or important, the parties stipulating that as between them, the matters are important, material, and confidential and gravely affect the effective and successful conduct of the business of the Employer, and the Employer's goodwill, and that any breach of the terms of this paragraph is a material breach of this Agreement.

9. Noncompetition

On termination of this Agreement, Employee agrees that Employee will not engage in the business of a business development manager for an employer who sells or manufactures the same or similar products as Employer within a radius of miles from any office of Employer, for a period of years.

Employee agrees that this noncompetition section is necessary to protect Employer's business, and that Employee's violation of this paragraph would result in irreparable harm to Employer. If Employee breaches this paragraph, Employer shall be entitled to injunctive relief in addition to any other remedies legally available. This section shall survive termination of this Agreement.

10. 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.

11. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

WITNESS our signatures as of the day and date first above stated.