Contract Employment Agreement

CONTRACT EMPLOYMENT AGREEMENT

This Contract Employment Agreement ("Agreement") is made and entered into as of by and between Employer Name: , an entity of type Corporation LLC Individual, with principal address: , and Employee Name: , residing at .

RECITALS

WHEREAS, Employer operates a business engaged in the development, sale and support of its products and services and desires to retain Employee to perform services in the capacity described below; and

WHEREAS, Employee represents that Employee has the necessary qualifications, experience and ability to perform the duties required by Employer and is willing to accept employment under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their entire agreement with respect to the employment relationship and related matters.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. POSITION AND DUTIES

Employer hereby employs Employee as . Employee shall faithfully and diligently perform duties and responsibilities customarily associated with such position and as reasonably assigned by Employer. Employee shall report to and shall comply with Employer policies and lawful directives.

2. TERM OF EMPLOYMENT

The employment relationship shall commence on Commencement Date: and shall continue for a term of unless earlier terminated pursuant to Section 7 below. Alternatively, the parties may elect that the employment is at-will: At-will employment.

3. COMPENSATION

As full compensation for services, Employee shall be paid a salary at the annual rate of $ payable in accordance with Employer's regular payroll practices. Pay frequency: .

4. BENEFITS AND EXPENSES

Employee shall be eligible to participate in Employer benefit plans subject to the terms of those plans and Employer policies. Employer shall reimburse Employee for reasonable business expenses incurred in the performance of duties upon submission of receipts in accordance with Employer policy.

Exempt Non-exempt Full-time Part-time

5. CONFIDENTIAL INFORMATION; ASSIGNMENT OF INVENTIONS

Employee acknowledges that during employment Employee will have access to Confidential Information of Employer. "Confidential Information" means trade secrets, proprietary data, business plans, customer lists, pricing, technical information, software, designs and other non-public information. Employee shall not disclose, use or exploit Confidential Information except in the performance of duties for Employer. All Confidential Information and materials shall remain Employer property.

Employee hereby assigns and agrees to assign to Employer all right, title and interest in and to all inventions, discoveries, improvements, works of authorship and other intellectual property developed or conceived by Employee during the term of employment that relate to Employer's business or were developed using Employer resources ("Inventions"). Employee will execute documents and take actions reasonably requested by Employer to effectuate such assignment.

6. NON-COMPETITION AND NON-SOLICITATION

During employment and for a period of months following termination, Employee shall not, within a radius of , directly engage in any business substantially similar to Employer's principal business, nor solicit Employer's customers or solicit for employment any of Employer's employees. The parties acknowledge these restrictions are reasonably necessary to protect Employer's legitimate business interests.

7. TERMINATION

Employer may terminate Employee's employment for Cause immediately upon written notice. "Cause" includes material breach of this Agreement, willful misconduct, fraud, theft, violation of law in connection with employment, or willful failure to perform duties. Employer may terminate without Cause by providing notice or payment in lieu of notice. Employee may resign by providing at least days' prior written notice.

8. RETURN OF PROPERTY

Upon termination of employment for any reason, Employee shall immediately return all Employer property, records, documents, devices and Confidential Information and shall not retain any copies thereof.

9. REMEDIES; EQUITABLE RELIEF

Employee acknowledges that a breach of Sections 5 or 6 would cause irreparable harm to Employer for which monetary damages would be an inadequate remedy. Accordingly, Employer shall be entitled to injunctive and other equitable relief, in addition to any other remedies available at law or in equity.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or by nationally recognized overnight courier to the addresses below (or such other address as either party may designate in writing).

11. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

12. ENTIRE AGREEMENT; AMENDMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. No amendment or waiver of any provision shall be effective unless in writing and signed by both parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the extent feasible to effectuate the parties' intent.

13. WAIVER; COUNTERPARTS

The waiver by either party of a breach or default of any provision shall not constitute a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument. Signatures transmitted by facsimile or electronic image shall be effective as originals.

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