Employment Agreement Addendum Form

EMPLOYMENT AGREEMENT ADDENDUM

This Employment Agreement Addendum ("Addendum") is made and entered into as of Effective Date: by and between Employer Name: , with principal place of business at Employer Address: (hereinafter "Employer"), and Employee Name: , residing at Employee Address: (hereinafter "Employee"). Employer and Employee are collectively referred to as the "Parties."

RECITALS

WHEREAS, the Parties entered into an Employment Agreement dated Original Agreement Date: (the "Agreement");

WHEREAS, the Parties desire to modify certain terms of the Agreement as set forth in this Addendum to reflect changes in duties, compensation, and other employment terms; and

WHEREAS, except as expressly amended herein, the Agreement remains in full force and effect.

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

1. Amendment to Agreement

The Agreement is hereby amended as specifically set forth in this Section 1. Any provision of the Agreement that is inconsistent with the terms of this Addendum shall be deemed modified to the extent necessary to give effect to this Addendum. All other provisions of the Agreement shall remain unchanged and in full force and effect.

2. Term

The term of employment as provided in the Agreement shall be amended as follows: Commencement Date: and Expiration Date (if applicable): . Unless otherwise stated, this Addendum does not create a guarantee of continued employment beyond any at-will rights set forth in the Agreement.

3. Compensation

Effective as of Compensation Effective Date: , Employee's compensation shall be amended as follows.

4. Benefits and Policies

Employee's eligibility for benefits, paid time off, and participation in benefit plans shall be governed by the terms set forth in the Agreement and employer policy documents, except as modified below.

5. Confidentiality and Intellectual Property

Employee reaffirms all confidentiality, nondisclosure, and intellectual property assignment obligations contained in the Agreement. Employee acknowledges that all inventions, works of authorship, and Proprietary Information as defined in the Agreement that are conceived, developed, or reduced to practice during the period of employment are the exclusive property of Employer, subject to any agreed exceptions set forth below.

6. Non-Competition and Non-Solicitation

To the extent enforceable, Employee agrees that the restrictions in the Agreement concerning non-competition and non-solicitation are hereby modified as follows. Duration: . Geographic scope (if modified): . The Parties acknowledge that such restrictions are reasonable and necessary to protect legitimate business interests.

7. Employee Representations

Employee represents and warrants that Employee is not under any agreement, restriction or obligation that would prevent or limit performance under this Addendum, and that Employee has the full power and authority to enter into and perform this Addendum. Employee further represents that entering into this Addendum will not violate any other agreement to which Employee is a party.

8. Indemnification

Each Party shall indemnify and hold harmless the other Party from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party's breach of this Addendum or the Agreement, or the negligence or willful misconduct of the indemnifying Party, except to the extent such losses result from the indemnitee's gross negligence or willful misconduct.

9. Notices

All notices required or permitted under this Addendum must be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

10. Governing Law; Venue

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

11. Entire Agreement; Severability

This Addendum, together with the Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. If any provision of this Addendum is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect.

12. Amendments; Waiver; Counterparts

No amendment, modification or waiver of any provision of this Addendum shall be effective unless in writing and signed by both Parties. The failure of either Party to enforce any right under this Addendum shall not be deemed a waiver of that right. This Addendum may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

13. Miscellaneous

Headings used in this Addendum are for convenience only and shall not affect the interpretation of this Addendum. The Parties acknowledge that they have had the opportunity to review this Addendum with counsel and that this Addendum is the product of mutual negotiation.

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