Employment Partnership Agreement

EMPLOYMENT PARTNERSHIP AGREEMENT

This Employment Partnership Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Company Name: with principal place of business at and Partner Name: with address at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Company is engaged in the business of providing services and intends to expand its operations in accordance with its business plan; and

WHEREAS, Partner possesses experience, skill and contacts beneficial to Company and desires to accept employment and acquire a partnership interest in Company on the terms and conditions set forth herein; and

WHEREAS, the Parties wish to set forth their respective rights and obligations respecting employment duties, capital contribution, allocation of profits and losses, management, transfer restrictions, and other matters related to Partner's employment and partnership interest.

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

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth in this Section. "Partnership Interest" means the percentage interest in Company allocated to Partner pursuant to Section 4. "Capital Contribution" means the cash, property or services contributed by Partner in accordance with Section 6. "Confidential Information" means non-public business, technical and financial information of Company disclosed to Partner in connection with Partner's employment or partnership.

2. TERM

The term of this Agreement shall commence on Commencement Date: and shall continue until terminated in accordance with Section 12.

3. POSITION, DUTIES AND EMPLOYMENT STATUS

Partner shall be employed by Company in the position of Title: and shall perform duties customarily associated with such position and such other duties as the Board or its designee may reasonably assign. Partner shall devote such time and attention as is reasonably necessary to perform Partner's duties, subject to agreed business travel and reasonable absences.

The Parties acknowledge and agree that Partner will, by virtue of this Agreement, hold both an employment relationship and a partnership ownership interest as set forth herein. Partner's status for employment law, tax and benefit purposes shall be determined in accordance with applicable law and Company policy.

4. PARTNERSHIP INTEREST

Subject to the terms and conditions of this Agreement, Company hereby grants to Partner a Partnership Interest equal to Percentage: of the economic and ownership rights described herein. The issuance of the Partnership Interest is conditioned upon Partner's satisfaction of any vesting schedule set forth in Section 4.1 and the making of any required Capital Contribution.

4.1 Vesting. Unless otherwise agreed in writing, the Partnership Interest shall vest over Vesting Period: with Vesting Commencement Date: . Accelerated vesting may occur upon specified events as set forth in a separate vesting schedule executed by the Parties.

5. COMPENSATION, DISTRIBUTIONS AND BENEFITS

5.1 Base Salary. Company shall pay Partner an annual base salary of $ payable in accordance with Company payroll practices, subject to applicable withholdings and deductions.

5.2 Profit Distributions. Partner shall be entitled to receive distributions of profits in accordance with Partner's Partnership Interest after giving effect to allocations of taxes, reserves and any payments required by applicable law or prior agreements. Distributions shall be made at such times and in such amounts as determined by the Board in its reasonable business judgment.

5.3 Benefits. Partner shall be eligible to participate in employee benefit plans subject to the terms of such plans and any eligibility requirements, except where plan documents expressly exclude partners.

6. CAPITAL CONTRIBUTIONS

Partner shall make an initial Capital Contribution in the amount of $ on or before Contribution Date: . Additional contributions may be required only pursuant to a written agreement signed by the Party required to make such contribution.

7. MANAGEMENT AND VOTING

7.1 Management. Company shall be managed by its Board of Directors or managers (as applicable). Partner shall be entitled to participate in management and decision-making consistent with Partner's Partnership Interest and any governance rights set forth in Company's organizational documents.

7.2 Fiduciary Duties. In exercising any authority granted under this Agreement, Partner shall act in good faith, with due care, and in the best interests of Company. Partner acknowledges duties of loyalty and confidentiality to Company to the extent mandated by applicable law.

8. CONFIDENTIALITY; PROPRIETARY RIGHTS

Partner shall hold Confidential Information in strict confidence and shall not disclose or use such information except as required to perform duties for Company or as required by law. All proprietary information, trade secrets, customer lists and other Confidential Information shall remain the exclusive property of Company.

9. RESTRICTIVE COVENANTS

9.1 Non-Competition. During the Term and for Restriction Period (in months) months following termination, Partner shall not engage, directly or indirectly, in any business that competes with Company's material business activities within Territory: , except with prior written consent of Company.

9.2 Non-Solicitation. During the Term and for a period of months thereafter, Partner shall not solicit Company's employees, contractors or active customers for competitive purposes.

10. INTELLECTUAL PROPERTY

All inventions, works of authorship, improvements and other intellectual property created by Partner in the scope of employment or that arise from use of Company's Confidential Information shall be Company property. Partner hereby assigns to Company all right, title and interest in such intellectual property and agrees to execute instruments and take actions reasonably requested to perfect Company's rights.

11. TRANSFER RESTRICTIONS; RIGHT OF FIRST REFUSAL

Partner shall not Transfer (as defined below) any portion of the Partnership Interest except in compliance with the transfer restrictions in Company's organizational documents and this Agreement. "Transfer" includes sale, assignment, pledge or other disposition. In the event Partner receives a bona fide offer to acquire any Partnership Interest, Company shall have a right of first refusal to purchase on the same terms.

12. TERMINATION

12.1 Termination for Cause. Company may immediately terminate Partner's employment for Cause, which shall include willful misconduct, material breach of this Agreement, conviction of a felony or serious dishonesty that injures Company. For purposes of this Agreement, "Cause" shall be defined as set forth in the attached Schedule of Definitions (if any) or as otherwise mutually agreed in writing.

12.2 Termination Without Cause. Company may terminate Partner's employment without Cause upon providing Notice Period (in days): days' prior written notice or payment in lieu thereof.

13. POST-TERMINATION OBLIGATIONS

Upon termination, Partner shall promptly return all Company property, cooperate with transition activities, and remain bound by Sections 8, 9 and 10 with respect to Confidential Information, restrictive covenants and assignment of intellectual property.

14. INDEMNIFICATION

To the fullest extent permitted by law, Company shall indemnify Partner from and against any third-party claim arising from Partner's good-faith performance of duties hereunder, provided Partner acted within the scope of employment and in compliance with this Agreement. Partner shall indemnify Company for losses resulting from Partner's gross negligence or willful misconduct.

15. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, national overnight courier, or certified mail, return receipt requested, to the addresses set forth above or such other address as a Party designates by written notice.

16. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument signed by both Parties. No failure or delay by a Party in exercising any right shall operate as a waiver of that right unless a waiver is executed in writing.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of laws principles.

18. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits, schedules or written agreements specifically incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

20. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. Any obligation that by its nature extends beyond termination shall survive such termination.

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