Legal COS Document

LEGAL COS DOCUMENT

This Change of Status Agreement (the "Agreement") is entered into as of by and between Employer Name: whose principal business address is and Employee Name: residing at .

RECITALS

WHEREAS, Employer and Employee have previously been engaged pursuant to existing terms and desire to change the employment status of Employee as set forth herein; and

WHEREAS, the parties wish to document the rights and obligations that will govern Employee's new status, compensation, benefits and other material terms effective as of the Effective Date; and

WHEREAS, the parties intend that this Agreement set forth the entire understanding concerning the change of status and supersede prior inconsistent agreements to the extent provided herein.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings set forth below: "Effective Date" means the date set forth in the opening paragraph; "Change of Status" means the conversion of Employee's relationship with Employer from the prior status to the new status described in Section 2; "Confidential Information" has the meaning set forth in Section 7.

2. CHANGE OF STATUS

Employer hereby changes Employee's status as follows:

New Status (select most applicable):  Full-Time Part-Time Exempt

Title/Role:

3. EFFECTIVE DATE AND TERM

The Change of Status shall be effective as of and shall continue until terminated pursuant to Section 10 of this Agreement.

4. DUTIES AND SCOPE OF EMPLOYMENT

Employee shall perform the duties and responsibilities reasonably assigned by Employer consistent with Employee's title. Employee shall devote the required time and best efforts to the performance of Employee's duties. Employer may reasonably revise duties and reporting relationships from time to time.

5. COMPENSATION AND BENEFITS

Employee's compensation, benefits and eligibility shall be as described below and shall be subject to applicable withholding and deductions required by law.

6. TAXES, WITHHOLDING AND STATUS CHANGES

Employer shall withhold federal, state and local payroll taxes and make benefit contributions as required by law for the new status. Employee is responsible for timely completion of any forms required by Employer to effectuate withholding, benefits enrollment and employment classification.

7. CONFIDENTIALITY AND PROPRIETARY RIGHTS

Employee acknowledges that during the course of employment Employee will have access to Confidential Information. Employee shall not use or disclose Confidential Information except as required to perform Employee's duties. All inventions, designs and works of authorship conceived or developed by Employee in the scope of employment shall be the exclusive property of Employer and Employee shall execute documents reasonably necessary to confirm ownership.

8. NON-COMPETE AND NON-SOLICITATION

For a period of following termination, Employee agrees not to solicit Employer's employees or customers within the geographic area where Employer conducts business, except as otherwise agreed in writing. The parties agree any restriction is reasonable and necessary to protect Employer's legitimate business interests.

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full authority to enter into this Agreement and that its execution and performance will not violate any agreement, law or obligation to a third party.

10. TERMINATION

Either party may terminate this Agreement in accordance with applicable notice and cause provisions. Employer may terminate for cause immediately; termination without cause shall be effective upon written notice as set forth below and subject to any contractual entitlements.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate by notice.

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be binding unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the substantive laws of the state identified below, without regard to its choice of law principles.

14. ENTIRE AGREEMENT

This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the Change of Status and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating thereto.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remainder of this Agreement shall remain in full force and effect and be construed so as to preserve to the maximum extent permitted the intent of the parties.

16. COUNTERPARTS

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

17. MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except that Employer may assign to an affiliate or successor in interest. The headings in this Agreement are for convenience only and shall not affect interpretation.

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