General Employment Agreement with Trade Secrets

General Form of Employment Agreement with Trade Secrets Protection

Employment Agreement between of

referred to herein as , and , a corporation organized and existing under the laws of the state of , with its principal office located at

referred to herein as Employer.

Whereas, Employer is engaged in the business of (describe the type of business)

and maintains an office at

Whereas, Employee has been engaged and has had a great deal of experience in the above-designated business.

Whereas, Employee is willing to be employed by Employer, and Employer is willing to employ Employee, on the terms, covenants, and conditions set forth in this Agreement.

In consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows:

1. Employment

A. Employer employs, engages, and hires Employee as a to (description of duties)

and Employee accepts and agrees to such hiring, engagement, and employment, subject to the general supervision and pursuant to the orders, advice, and direction of Employer.

B. Employee shall perform such other duties as are customarily performed by one holding such position in other, same, or similar businesses or enterprises as that engaged in by Employer, and shall also additionally render such other and unrelated services and duties as may be assigned to him from time to time by Employer.

2. Best Efforts of Employee

Employee agrees that he will at all times faithfully, industriously, and to the best of his ability, experience, and talents, perform all of the duties that may be required of and from him pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of Employer. Such duties shall be rendered at

and at such other place or places as Employer shall in good faith require or as the interest, needs, business, or opportunity of Employer shall require.

3. Term of Employment

The term of this Agreement shall be a period of years, commencing on , and terminating on , subject, however, to prior termination as provided in this Agreement. At the expiration date of , this Agreement shall be considered renewed for regular periods of one year, provided neither party submits a notice of termination.

4. Compensation of Employee

Employer shall pay Employee, and Employee shall accept from Employer, in full payment for Employee's services under this Agreement, compensation at the rate of $ per year, payable twice a month on the 15th and 30th of each month while this Agreement shall be in force. Employer shall reimburse Employee for all necessary expenses incurred by Employee while traveling pursuant to Employer's directions.

5. Termination due to Discontinuance of Business

In spite of anything contained in this Agreement to the contrary, if Employer shall discontinue operating its business at

then this Agreement shall terminate as of the last day of the month in which Employer ceases operations at such location with the same force and effect as if such last day of the month were originally set as the termination date of this Agreement.

6. Other Employment

Employee shall devote all of his time, attention, knowledge, and skills solely to the business and interest of Employer, and Employer shall be entitled to all of the benefits, profits, or other issues arising from or incident to all work, services, and advice of Employee, and Employee shall not, during the term of this Agreement, be interested directly or indirectly, in any manner, as partner, officer, director, shareholder, advisor, Employee, or in any other capacity in any other business similar to Employer's business or any allied trade; provided, however, that nothing contained in this section shall be deemed to prevent or to limit the right of Employee to invest any of his money in the capital stock or other securities of any corporation whose stock or securities are publicly owned or are regularly traded on any public exchange, nor shall anything contained in this section be deemed to prevent Employee from investing or limit Employee's right to invest his money in real estate.

7. Recommendations for Improving Operations

Employee shall make available to Employer all information of which Employee shall have any knowledge and shall make all suggestions and recommendations that will be of mutual benefit to Employer and Employee.

8. Trade Secrets

Employee shall not at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate to any person, firm, corporation, or other entity in any manner whatsoever any information concerning any matters affecting or relating to the business of Employer, including but not limited to any of its customers, the prices it obtains or has obtained from the sale of, or at which it sells or has sold, its products, or any other information concerning the business of Employer, its manner of operation, its plans, processes, or other data without regard to whether all of the above-stated matters will be deemed confidential, material, or important, Employer and Employee stipulating that as between them, such matters are important, material, and confidential and gravely affect the effective and successful conduct of the business of Employer, and Employer's good will, and that any breach of the terms of this Section shall be a material breach of this Agreement.

9. Trade Secrets After Termination of Employment

All of the terms of the above Section 8 of this Agreement shall remain in full force and effect for the period of years after the termination of Employee's employment for any reason, and during such -year period, Employee shall not make or permit the making of any public announcement or statement of any kind that he was formerly employed by or connected with Employer.

10. Additional Compensation

Employee shall not be entitled to any additional compensation by reason of any service that he may perform as the member of any manager’s committee of Employer, or if he shall at any time be elected an officer of director of Employer.

11. Employee’s Inability to Contract for Employer

In spite of anything contained in this Agreement to the contrary, Employee shall not have the right to make any contracts or commitments for or on behalf of Employer without first obtaining the express written consent of Employer.

12. Vacation

Employee shall be entitled to days of paid vacation each year during the term of this Agreement, the time for such vacation to be determined by mutual Agreement between Employer and Employee.

13. Termination

A. This Agreement may be terminated with or without cause by either party on days' written notice to the other. If Employer shall so terminate this Agreement, Employee shall be entitled to compensation for days.

B. In the event of any violation by Employee of any of the terms of this Agreement, Employer may terminate employment without notice and with compensation to Employee only to the date of such termination.

C. It is further agreed that any breach or evasion of any of the terms of this Agreement by either party will result in immediate and irreparable injury to the other party and will authorize recourse to injunction and or specific performance as well as to all other legal or equitable remedies to which such injured party may be entitled under this Agreement.

14. Termination for Disability

A. In spite of anything in this Agreement to the contrary, Employer has the option to terminate this Agreement if Employee shall, during the term of this Agreement, become permanently disabled as the term permanently disabled is fixed and defined in this Section. Such option shall be exercised by Employer giving notice to Employee by registered mail, addressed to him in care of Employer at the above address of Employer or at such other address as Employee shall designate in writing of Employer's intention to terminate this Agreement on the last day of the month during which such notice is mailed. On the giving of such notice, this Agreement shall cease on the last day of the month in which the notice is so mailed, with the same force and effect as if such last day of the month were the date originally set forth in this Agreement as the termination date of this Agreement.

B. For the purposes of this Agreement, Employee shall be deemed to have become permanently disabled, if, during any year of the term of this Agreement, because of ill health, physical or mental disability or for other causes beyond Employee's control he shall have been continuously unable or unwilling or shall have failed to perform his duties under this Agreement for consecutive days, or if, during any year of the term of this Agreement, Employee shall have been unable or unwilling or shall have failed to perform [his/her] duties for a total period of days, irrespective of whether or not such days are consecutive. For the purposes of this Agreement, the term any year of the term of this Agreement is defined to mean any 12-calendar-months period commencing on , and terminating on , during the term of this Agreement.

15. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

16. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

17. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

18. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

19. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

20. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

21. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

22. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

23. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.