Employment Covenant Agreement

EMPLOYMENT COVENANT AGREEMENT

This Employment Covenant Agreement (the Agreement) is made and entered into by and between Employer Name: and Employee Name: . Effective Date: . Employer and Employee are each a Party and together the Parties.

Personal & Contact Information

Position, Term & Compensation

Anticipated Start Date:    Base Salary (annual): $    Probationary Period (months):

Employment History

Title:    From:    To:

Title:    From:    To:

Education

References

Phone:    Email:    Relationship:

Phone:    Email:    Relationship:

Phone:    Email:    Relationship:

Covenants & Restrictive Clauses

1. Confidential Information. Employee acknowledges that during employment Employee will receive or create Confidential Information. Employee shall not, during employment and thereafter, disclose, use, or permit the use of Confidential Information except as required in the performance of Employee's duties for Employer. Confidential Information expressly excludes information that the Employee can demonstrate by written record: (a) is or becomes generally available to the public other than by Employee's breach of this Agreement; (b) was rightfully in Employee's possession prior to disclosure by Employer; or (c) is lawfully obtained by Employee from a third party without restriction. Employee agrees to take all reasonable measures to protect Confidential Information consistent with Employer policy.

2. Assignment of Inventions and Work Product. Employee assigns to Employer all right, title and interest in and to inventions, discoveries, improvements, processes, trade secrets, software (source and object code), designs, works of authorship and other intellectual property created by Employee during the period of employment that relate to the Employer's business or result from the use of Employer resources. Employee will disclose promptly in writing any such inventions and execute documents reasonably requested to evidence and perfect Employer's rights.

3. Non-Competition. During employment and for a period of months following termination for any reason, Employee shall not, within the Territory: , directly or indirectly, own, manage, operate, control, be employed by, consult to, or have any financial interest in any business that competes with Employer's core business as reasonably conducted during the last twelve months of Employee's employment. The restrictions in this Section are reasonable in scope and duration and are material inducements to Employer's offer of employment and paid consideration.

4. Non-Solicitation. During employment and for a period of months after termination, Employee shall not directly or indirectly solicit or induce any employee, independent contractor, consultant, client, or customer of Employer to terminate their relationship with Employer or to accept employment or engagement with a competitor.

5. Return of Property. Upon termination or at Employer's request, Employee shall immediately deliver all Employer property, records, documents, confidential materials and copies in Employee's possession or control.

6. Remedies and Enforcement. Employee acknowledges that breach of the covenants herein would cause irreparable harm to Employer for which monetary damages would be inadequate and that Employer shall be entitled to injunctive relief, specific performance and other equitable remedies in addition to monetary damages and any other remedies available at law or in equity. Employer's election of remedies shall not preclude additional relief.

7. Severability; Blue-Pencil. If any provision of this Agreement is deemed unenforceable in whole or in part by a court, the Parties agree the court may reform the provision to the maximum extent permitted to effectuate the Parties' intent, and the remaining provisions shall remain in full force.

8. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Venue for any litigation shall be the state or federal courts located within the same state unless the Parties otherwise agree in writing.

9. Survival. The obligations of Employee under Sections 1 through 8 and any other provisions that by their nature survive termination shall survive any expiration or termination of employment.

Legal Disclosures & Acknowledgements

AT-WILL EMPLOYMENT — Employee acknowledges that, unless set forth in a separate written agreement signed by authorized representatives of Employer, Employee's employment is at-will and may be terminated by either Party at any time, with or without cause or notice.

EQUAL OPPORTUNITY — Employer is an equal opportunity employer. Employment decisions are made without regard to protected characteristics as provided by applicable federal, state and local law.

Authorization to Conduct Background and Reference Checks: I authorize Employer to contact prior employers, education institutions, references and to obtain background checks and other employment-related reports. I understand such reports may include criminal history, motor vehicle records and verification of credentials. I hereby release Employer and any person or entity providing information from any liability in connection with such inquiries.

Applicant Certification & Representations

I certify that all information provided in this Agreement and any attachments is true, complete and correct to the best of my knowledge. I understand that any material misstatement, omission or false statement may constitute grounds for denial of employment or lawful termination.

I certify the foregoing.

Acknowledgment of Receipt

Employee acknowledges receipt of a copy of this Agreement and agrees to be bound by its terms. Employee understands that the covenants are material to the Employer's decision to employ and to the compensation and other consideration provided.

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