Salary Employment Agreement

SALARY EMPLOYMENT AGREEMENT

This Salary Employment Agreement (the "Agreement") is made effective as of Effective Date: by and between Employer Name: whose principal place of business is Employer Address: , and Employee Name: of Employee Address: .

RECITALS

WHEREAS, Employer desires to employ Employee and Employee desires to accept employment with Employer on the terms and conditions set forth herein; and

WHEREAS, the parties intend that Employee shall perform duties set forth in this Agreement and that Employee's compensation will be salary-based, subject to normal payroll deductions and withholdings; and

WHEREAS, the parties desire to reduce their agreement to writing to set forth the rights and obligations of each party.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. EMPLOYMENT

Employer hereby employs Employee, and Employee accepts employment, upon the terms and conditions set forth in this Agreement. Employee shall serve in the position of Job Title: and shall perform such duties as are customarily associated with that position and such other duties as Employer may reasonably assign. Employee shall devote full business time and attention to the performance of Employee's duties hereunder unless otherwise agreed in writing.

2. TERM

The term of employment shall commence on Start Date: and shall continue until terminated in accordance with Section 7 of this Agreement.

3. COMPENSATION

Employer shall pay Employee a base annual salary of $ (the "Salary"), payable in accordance with Employer's standard payroll practices and subject to applicable tax withholdings. Salary shall be paid Pay Period: .

Employee shall be eligible for bonuses, increases, and benefits only as expressly provided in writing by Employer. No bonus, increase, or benefit shall be deemed earned until paid or documented in a written plan adopted by Employer.

4. BENEFITS AND EXPENSES

Employee shall be entitled to those employee benefits which Employer customarily makes available to employees of comparable rank, subject to the terms of the applicable benefit plans and Employer policies. Employer will reimburse Employee for reasonable, documented business expenses incurred in the performance of Employee's duties in accordance with Employer's expense reimbursement policies.

5. TAXES; WITHHOLDING

All compensation and benefits payable to Employee under this Agreement shall be subject to all required federal, state and local tax withholdings, Social Security contributions and other deductions as required by law or Employer policy. Employee shall be responsible for all taxes imposed on Employee with respect to amounts received under this Agreement.

6. CONFIDENTIALITY AND PROPRIETARY RIGHTS

Employee acknowledges that in the course of employment Employee will have access to and become acquainted with confidential and proprietary information of Employer, including but not limited to trade secrets, client lists, pricing, marketing plans, technical data, and business strategies ("Confidential Information"). Employee agrees, both during and after employment, not to disclose or use any Confidential Information except as required in the performance of Employee's duties for Employer.

All inventions, discoveries, improvements, and works of authorship made, conceived or reduced to practice by Employee, alone or with others, during the term of employment and relating to Employer's business or produced with Employer resources (collectively, "Work Product"), shall be the exclusive property of Employer. Employee hereby assigns and agrees to assign to Employer all right, title and interest in and to such Work Product. Employee agrees to execute such documents as Employer may reasonably request to evidence or effectuate such assignment.

7. TERMINATION

This Agreement may be terminated as follows: (a) by Employer for Cause (as defined below) immediately upon written notice; (b) by Employer without Cause upon (Number) days prior written notice: ; (c) by Employee upon thirty (30) days prior written notice to Employer; or (d) by mutual written agreement of the parties. "Cause" shall include willful misconduct, gross negligence, material breach of this Agreement, dishonest or illegal acts, or material failure to perform duties after written warning.

Upon termination, Employee shall promptly return all Employer property and Confidential Information. Employer may withhold any amounts owed to Employee to the extent permitted by law to satisfy obligations or recover losses resulting from Employee's breach.

8. RESTRICTIVE COVENANTS

During the term of employment and for Restriction Period: following termination, Employee shall not, without Employer's prior written consent, directly solicit Employer's clients or employees with whom Employee had material contact on behalf of Employer. To the extent any restraint is found to be unenforceable, the parties agree that a court may revise the temporal or geographic scope to the minimum necessary to make the restraint enforceable.

9. WORK LOCATION; EXPENSES

Employee's primary place of performance shall be Work Location: . Employee may be required to travel as reasonably necessary to perform duties. Employer will reimburse preapproved business expenses in accordance with Employer policy.

10. NOTICES

All notices, consents or other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below by hand delivery, certified mail (return receipt requested), or nationally recognized overnight courier.

11. AMENDMENT; WAIVER; COUNTERPARTS

No modification or amendment of this Agreement shall be effective unless in writing and signed by both parties. No waiver by either party of any breach shall be deemed a waiver of any 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 instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of laws principles. This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect.

MISCELLANEOUS

Employee represents and warrants that Employee's acceptance of employment under this Agreement will not violate any agreement with a third party. Employee agrees to indemnify Employer for losses arising from any breach of the foregoing representation.

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