EMPLOYMENT AGREEMENT

 

This Agreement made and entered into this ______ day of __________, 20__,

by and between __________ ("employer"), and __________ ("employee").  The

parties recite that:

 

A. Employer is engaged in __________ and maintains business premises at

__________.

 

B. Employee is willing to be employed by employer, and employer is

willing to employ employee, on the terms and conditions hereinafter set

forth. For the reasons set forth above, and in consideration of the

mutual covenants and promises of the parties hereto, employer and

employee covenant and agree as follows:

 

1. AGREEMENT TO EMPLOY AND BE EMPLOYED

   Employer hereby employs employee as __________ at the above-mentioned

premises, and employee hereby accepts and agrees to such employment.

 

2. DESCRIPTION OF EMPLOYEE'S DUTIES

   Subject to the supervision and pursuant to the orders, advice, and

direction of employer, employee shall perform such duties as are

customarily performed by one holding such position in other businesses or

enterprises of the same or similar nature as that engaged in by employer. 

Employee shall additionally render such other and unrelated services and

duties as may be assigned to him from time to time by employer.

 

3. MANNER OF PERFORMANCE OF EMPLOYEE'S DUTIES

   Employee shall at all times faithfully, industriously, and to the best

of his ability, experience, and talent, perform all duties that may be

required of and from him pursuant to the express and implicit terms

hereof, to the reasonable satisfaction of employer.  Such duties shall be

rendered at the abovementioned premises and at such other place or places

as employer shall in good faith require or as the interests, needs,

business, and opportunities of employer shall require or make advisable.

 

4. DURATION OF EMPLOYMENT

   The term of employment shall be _____ years, commencing on ________,

19___, and terminating ________, 19_____,subject, however, to prior

termination as otherwise provided herein.

 

5. COMPENSATION; REIMBURSEMENT

   Employer shall pay employee and employee agrees to accept from

employer, in full payment for employee's services hereunder, compensation

at the rate of __________ Dollars ($_____) per annum, payable __________. 

In addition to the foregoing, employer will reimburse employee for any

and all necessary, customary, and usual expenses incurred by him while

traveling for and on behalf of the employer pursuant to employer's

directions.

 

6. EMPLOYEE'S LOYALTY TO EMPLOYER'S INTERESTS

   Employee shall devote all of his time, attention, knowledge, and skill

solely and exclusively to the business and interests of employer, and

employer shall be entitled to all benefits, emoluments, profits, or other

issues arising from or incident to any and all work, services, and advice

of employee.  Employee expressly agrees that during the term hereof he

will not be interested, directly or indirectly, in any form, fashion, or

manner, as partner, officer, director, stockholder, advisor, employee, or

in any other form or capacity, in any other business similar to

employer's business or any allied trade, except that nothing herein

contained shall be deemed to prevent or limit the right of employee to

invest any of his surplus funds 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 herein

contained by deemed to prevent employee from investing or limit

employee's right to invest his surplus funds in real estate.

 

7. NONDISCLOSURE OF INFORMATION CONCERNING BUSINESS

   Employee will not at any time, in any fashion, form, or manner, either

directly or indirectly divulge, disclose, or communicate to any person,

firm, or corporation in any manner whatsoever any information of any

kind, nature, or description concerning any matters affecting or relating

to the business of employer, including, without limitation, the names of

any its customers, the prices it obtains or has obtained, or at which it

sells or has sold its products, or any other information concerning the

business of employer, its manner of operation, or its plans, processes,

or other date of any kind, nature, or description without regard to

whether any or all of the foregoing matters would be deemed confidential,

material, or important. The parties hereby stipulate that, as between

them, the foregoing matters are important, material, and confidential,

and gravely affect the effective and successful conduct of the business

of employer, and its good will, and that any breach of the terms of this

section is a material breach of this agreement.

 

8. OPTION TO TERMINATE ON PERMANENT DISABILITY OF EMPLOYEE

   Not withstanding anything in this agreement to the contrary, employer

is hereby given the option to terminate this agreement in the event that

during the term hereof employee shall become permanently disabled, as the

term "permanently disabled" is hereinafter fixed and defined.  Such

option shall be exercised by employer giving notice to employee by

registered mail, addressed to him in care of employer at the above stated

address, or at such other address as employee shall designate in writing,

of its intention to terminate this agreement on the last day ofthe month

during which such notice is mailed.  On the giving of such notice this

agreement and the term hereof shall cease and come to an end on the last

day of the month in which the notice is mailed, with the same force and

effect as if such last day of the month were the date originally set

forth as the termination date.  For purposes of this agreement, employee

shall be deemed to have become permanently disabled if, during any year

of the term hereof, because of ill health, physical or mental disability,

or for other causes beyond his control, he shall have been continuously

unable or unwilling or have failed to perform his duties hereunder for

thirty (30) consecutive days, or if, during anyyear of the term hereof,

he shall have been unable or unwilling or havefailed to perform his

duties for a total period of thirty (30) days,whether consecutive or not. 

For the purposes hereof, the term "any year of the term hereof" is

defined to mean any period of 12 calendar months commencing on the first

day of _____ and terminating on the last day of __________ of the

following year during the term hereof.

 

9. DISCONTINUANCE OF BUSINESS AS TERMINATION OF EMPLOYMENT

   Anything herein contained to the contrary notwithstanding, in the

eventthat employer shall discontinue operations at the premises mentioned

above, then this agreement shall cease and terminate as of the last day

of the month in which operations cease with the same force and effect as

if such last day of the month were originally set forth as the

termination date hereof.

 

10. EMPLOYEE'S COMMITMENTS BINDING ON EMPLOYER ONLY ON WRITTEN CONSENT

   Employee shall not have the right to make any contracts or other

commitments for or on behalf of employer without the written consent of

employer.

 

11. CONTRACT TERMS TO BE EXCLUSIVE

   This written agreement contains the sole and entire agreement between

the parties, and supersedes any and all other agreements between them.

The parties acknowledge and agree that neither of them has made any

representation with respect to the subject matter of this agreement or

any representations inducing the execution and delivery hereof except

such representations as are specifically set forth herein, and each party

acknowledges that he or it has relied on his or its own judgment in

entering into the agreement.  The parties further acknowledge that

anystatements or representations that may have heretofore been made

byeither of them to the other are void and of no effect and that

neitherof them has relied thereon in connection with his or its dealings

withthe other.

 

12. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING

   No waiver or modification of this agreement or of any covenant,

condition, or limitation herein contained shall be valid unless in

writing and duly executed by the party to be charged therewith.

Furthermore, no evidence of any waiver or modification shall be offered

or received in evidence in any proceeding, arbitration, or litigation

between the parties arising out of or affecting this agreement, or the

rights or obligations of any party hereunder, unless such waiver or

modification is in writing, duly executed as aforesaid.  The provisions

of this paragraph may not be waived except as herein set forth.

 

13. CONTRACT GOVERNED BY LAW

   This agreement and performance hereunder shall be construed in

accordance with the laws of the State of __________.

 

14. BINDING EFFECT OF AGREEMENT

  This agreement shall be binding on and inure to the benefit of

therespective parties and their respective heirs, legal

representatives,successors, and assigns.

 

Executed on the date first above written.

 

__________, Employer

 

__________, Employee