Employee Retainer Agreement

EMPLOYEE RETAINER AGREEMENT

Parties and Recitals

This Employee Retainer Agreement (the Agreement) is entered into by and between Employer Name: and Employee Name: . The parties agree as follows.

Personal Information

Position and Retainer Terms

Commencement Date: Term of Retainer:

Scope of Services

Employee shall perform the services and duties customarily associated with the position identified above and such additional duties as Employer may reasonably assign (the Services). Employee shall devote such time, skill and attention as is necessary to perform the Services under this Agreement, subject to the terms governing leave and hours below.

Benefits, Taxes and Classification

Employee classification: Exempt Non-Exempt Independent Contractor (if checked, parties acknowledge separate contractor agreement may be required)

Employer will withhold payroll taxes and provide benefits where required by Employer policy and law. Any retainer payments are subject to applicable deductions unless otherwise agreed in writing.

Confidentiality and Intellectual Property

Employee will have access to confidential and proprietary information. Employee agrees to maintain the confidentiality of all such information and not to disclose, publish or use it except as necessary in the performance of the Services. All inventions, works of authorship, developments and improvements conceived or made by Employee during the term that relate to Employer's business shall be Employer's sole property and are hereby assigned to Employer to the extent allowed by law.

Termination

Either party may terminate this Agreement with written notice. If Employer terminates without cause, Employer shall pay any earned retainer amounts through the effective termination date. Employer may terminate immediately for cause, including gross misconduct, material breach, or willful failure to perform duties.

Indemnification and Liability

Each party shall indemnify and hold harmless the other from claims, liabilities and expenses arising from its own negligence or willful misconduct. Except for indemnification obligations and willful misconduct, neither party shall be liable for consequential, incidental or punitive damages.

Conflict of Interest; Outside Activities

Employee represents that Employee's outside activities do not conflict with Employee's obligations under this Agreement. Employee will disclose any potential conflicts of interest promptly to Employer and will not undertake competing engagements without Employer's prior written consent.

Employment History

Dates Employed: From To

Dates Employed: From To

Education

References

Legal Disclosures

At-Will Employment: Nothing in this Agreement shall be construed to limit the right of either party to terminate the employment relationship at any time, with or without cause, except as otherwise expressly provided in a separate written instrument signed by both parties.

Equal Opportunity: Employer is an equal opportunity employer. Employment decisions will be made without regard to race, color, religion, sex, national origin, age, disability, genetic information, veteran status or any other status protected by law.

Background Check and References Authorization

Employee hereby authorizes Employer to verify any and all information provided in this Agreement, to contact references and prior employers, and to obtain background, criminal and credit checks as permitted by law. Employee further agrees to cooperate with such inquiries and to provide additional information as reasonably requested.

Consent to Background Check: I consent to background and reference checks.

Applicant Certification and Authorization

I certify that all information provided in this Agreement and accompanying documents is true, complete and correct to the best of my knowledge. I understand that any material misrepresentation or omission may be grounds for termination of employment or revocation of this retainer.

I authorize Employer to contact prior employers, educational institutions and references to verify the information provided, and I release those parties from liability for providing such information.

Miscellaneous

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state specified in the Notices section below, without regard to its conflicts of law principles.

Notices: All notices required or permitted shall be in writing and delivered to the addresses listed below. Notices shall be effective upon receipt.

Amendment; Entire Agreement: This Agreement may be amended only by a written instrument signed by both parties. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

Acknowledgment

By signing below, the parties acknowledge that they have read and understand this Agreement, that they have authority to enter into this Agreement, and that they agree to be bound by its terms.

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