Employment Hire Agreement

Employment Hire Agreement

This Employment Hire Agreement (the "Agreement") is made effective as of by and between Employer Name: , a organized under the laws of , and Employee Name: , whose address is .

RECITALS

WHEREAS, Employer desires to employ Employee in the position of and Employee desires to accept such employment on the terms and conditions set forth herein.

WHEREAS, Employer has extended an offer of employment subject to the execution of this Agreement and Employee's agreement to the covenants, confidentiality obligations, and assignment of intellectual property set forth below.

WHEREAS, the parties intend that Employee's duties, compensation, and other terms of employment be governed by this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. EMPLOYMENT; DUTIES

1.1 Employment. Employer hereby employs Employee and Employee accepts employment on the terms set forth in this Agreement. Employee shall serve in the position set forth above and shall perform such duties and responsibilities customarily associated with that position and such other duties as Employer may reasonably assign. Employee agrees to devote Employee's full business time, attention, skill and best efforts to the performance of Employee's duties hereunder, subject to permitted absences under Employer policy or law.

1.2 Place of Work. Employee's primary place of work shall be , or such other location as Employer may reasonably require.

2. TERM; AT-WILL STATUS

2.1 Term. The employment shall commence on and shall continue until terminated in accordance with Section 8. The parties acknowledge and agree that, unless a specific written term is selected below, Employee's employment is at-will.

Employment is at-will; either party may terminate the employment relationship at any time, with or without Cause and with or without notice.

Employment is for a fixed term ending on (if selected, specify reason for fixed term: ).

3. COMPENSATION & BENEFITS

Employer shall withhold all applicable payroll and other taxes from compensation and shall provide Employee with such benefits and coverages as set forth in Employer's benefit plans (subject to plan documents and eligibility). Nothing in this Agreement shall be construed to create any vested right to benefits not expressly set forth in a written plan document.

4. PROBATIONARY PERIOD

4.1 Probation. Employee will be subject to a probationary period of months commencing on the start date. During the probationary period, Employer may terminate employment for any lawful reason without prior counseling, and any notice or severance provisions shall be governed by Section 8.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means all non-public information of Employer or its affiliates including, without limitation, trade secrets, technical data, business plans, customer lists, pricing, software, product designs, marketing and financial information, whether or not such information is labeled confidential.

5.2 Obligations. Employee shall not, during employment or at any time thereafter, disclose or use Confidential Information except as necessary to perform duties for Employer or as required by law. Employee shall take all commercially reasonable steps to protect Employer's Confidential Information and shall promptly notify Employer of any unauthorized use or disclosure.

5.3 Exceptions. Confidential Information does not include information that is (a) publicly known through no wrongful act of Employee, (b) rightfully received from a third party without restriction, or (c) independently developed without use of Employer's Confidential Information.

6. INTELLECTUAL PROPERTY; ASSIGNMENT

6.1 Work Product. Employee agrees that all inventions, discoveries, improvements, developments, know-how, trade secrets, original works of authorship, and other results of services performed for Employer (collectively, "Work Product") conceived, developed or reduced to practice by Employee, either alone or with others, during the term of employment that relate to Employer's business or result from Employee's employment shall be the sole and exclusive property of Employer.

6.2 Assignment. Employee hereby assigns and agrees to assign to Employer all right, title and interest in and to such Work Product and agrees to execute, when requested, all documents and take all actions reasonably necessary to vest ownership and obtain intellectual property rights for Employer.

7. NON-COMPETE AND NON-SOLICITATION

7.1 Non-Compete. During the term of employment and for a period of months following termination for any reason, Employee shall not directly engage in a competitive business within of Employer's principal place of business, provided that such restriction is reasonable in duration and scope to protect Employer's legitimate business interests.

7.2 Non-Solicitation. During the term of employment and for months after termination, Employee will not solicit Employer's employees, independent contractors, or active clients for purposes of competing with Employer.

8. TERMINATION

8.1 Termination by Employer for Cause. Employer may terminate Employee for Cause effective immediately upon written notice. "Cause" shall include (without limitation) willful misconduct, material breach of this Agreement, fraud, gross negligence, willful violation of law affecting Employer, or material failure to perform duties after written notice and a reasonable opportunity to cure where cure is possible.

8.2 Termination by Employer Without Cause; Termination by Employee. Employer may terminate Employee without Cause upon written notice. Employee may terminate employment upon days' prior written notice to Employer. Employer will pay Employee earned but unpaid base salary through the termination date and accrued, unused vacation in accordance with Employer policy.

9. RETURN OF PROPERTY

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

10. REPRESENTATIONS; REMEDIES

Employee represents and warrants that Employee's performance of this Agreement does not and will not violate any agreement with a third party. Employee acknowledges that breach of Sections 5, 6 or 7 would cause irreparable harm for which monetary damages would be inadequate and that Employer shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.

11. NOTICES

Notices shall be sent to the addresses specified above and shall be effective upon receipt or, if mailed, three (3) business days after deposit with the postal service, or upon confirmed electronic transmission if sent by electronic mail.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. Waiver of any provision shall not constitute waiver of any other provision or subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. This Agreement represents the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

14. MISCELLANEOUS PROVISIONS

14.1 Remedies. The rights and remedies provided in this Agreement are cumulative and in addition to any other rights and remedies available at law or in equity.

14.2 Assignment. Employee may not assign Employee's rights or delegate Employee's duties under this Agreement. Employer may assign this Agreement to an affiliate or successor in interest.

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