EMPLOYMENT AGREEMENT Fixed Term

THIS AGREEMENT (the "Agreement") made effective the _____ day of _________________, 20___, by and between _______________________________, a _______________________________ (hereinafter called the "Corporation"), and _______________________________(hereinafter called the "Employee"), whose residence address is _____________________________________.

                  W I T N E S S E T H:

In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, upon the following terms and conditions:

ARTICLE I

DUTIES AND OBLIGATIONS

1.1  Appointment.  The Employee is hereby employed by the Corporation to render services on behalf of the [Paragraph Omitted But Included In Fully Licensed Version]

1.2  Acceptance of Employment.  Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee’s [Paragraph Omitted But Included In Fully Licensed Version]

1.3  Devotion of Time to Employment.  The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation.  The Employee shall provide services during the normal business hours of the Corporation as determined by the Corporation.  The Employee shall be required to provide on-call technical coverage on nights and weekends in accordance with [Paragraph Omitted But Included In Fully Licensed Version]

1.4  Automobile.  [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE II

COMPENSATION

2.1  Compensation.  [Paragraph Omitted But Included In Fully Licensed Version]

2.2         Basic Compensation. The Corporation shall pay to Employee basic compensation in an amount equal _______________________________ dollars per year, payable in equal monthly installments. 

2.3  Bonus.  From time to time, the Corporation may pay to Employee a bonus out of net revenues of the [Paragraph Omitted But Included In Fully Licensed Version]

2.4  Benefits.   The Corporation shall provide Employee with such benefits as are provided to other employees of the Corporation that are in a comparable position as the Employee on such terms as The Corporation shall deem [Paragraph Omitted But Included In Fully Licensed Version]

2.5  Non Deductible Compensation.  In the event a deduction shall be disallowed by the Internal Revenue Service [Paragraph Omitted But Included In Fully Licensed Version]

2.12 Withholding.  All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and  other withholdings and similar taxes and payments required by applicable law.

ARTICLE III

QUALIFICATIONS

3.1  Qualifications of Employee.  The employee shall, as a condition of this Agreement, satisfy all [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE IV

TERM

4.1  Term of Agreement.  The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of:

a.   The effective date of any subsequent employment agreement between the Corporation and the Employee;

b.   [Paragraph Omitted But Included In Fully Licensed Version]

c.   _______ (___) year(s) from the effective date hereof, provided, [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE V

PROFESSIONAL FEES

The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged by the Corporation.  All sums paid to the Employee or the Corpo [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE VI

CLIENTS AND CLIENT RECORDS

The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clie [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE VII

POLICIES AND PROCEDURES

The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing ser [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE VIII

TERMINATION

8.1  Termination By Written Agreement.  This Agreement may be terminated in writing by mutual agreement of the Employee and the Corporation.

8.2  Termination for Cause.  The Corporation may terminate this Agreement at any time without notice if the Employee becomes unfit to properly perform the anticipated services on behalf of the Corporation because of any good and sufficient cause, which term shall include but not be limited to [Paragraph Omitted But Included In Fully Licensed Version]

8.3         Compensation After Notice of Termination.   After notice of termination has been given by either Corporation or Employee, as provided in this Article, Employee shall be entitled to receive the compensation provided [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE IX

DISABILITY OF EMPLOYEE

9.1  Definitions.  For purposes of this Agreement, whenever used in this Article XII:

a.   The term "total disability" shall mean that the Employee is unable, mentally or physic [Paragraph Omitted But Included In Fully Licensed Version]

b.   The term "partial disability" shall mean that the Employee is able to perform, to some extent, on behalf of the Corporation, the particular services in which the Corporat [Paragraph Omitted But Included In Fully Licensed Version]

c.   The term "normal monthly salary" shall mean the salary which the Employee is being paid b [Paragraph Omitted But Included In Fully Licensed Version]

9.2  Total Disability.  During a single period of total disability of the Employee, the Employee shall be entitled to receive from the Corporation, the Employee's normal monthly salary for the shorter of first three (3) months of disa [Paragraph Omitted But Included In Fully Licensed Version]

9.3  Partial Disability.  During a period of partial disability of the Em [Paragraph Omitted But Included In Fully Licensed Version]:

a.   That portion of the Employee's normal monthly basic compensation which bears the same ratio to the Employee's normal monthly basic comp [Paragraph Omitted But Included In Fully Licensed Version]

b.   Such amount shall be calculated by multiplying the Employee’s basic compensation by a fraction, [Paragraph Omitted But Included In Fully Licensed Version]

9.4  Combination of Total and Partial Disability.  [Paragraph Omitted But Included In Fully Licensed Version]

9.5  Broken Periods of Disability.  A period of disability may be continuous or broken.  If broken into partial periods of disability which are separated by intervening periods of work, there shall be [Paragraph Omitted But Included In Fully Licensed Version]

9.6         Termination Due to Disability.  If and when the period of total or partial disability of the Employee to [Paragraph Omitted But Included In Fully Licensed Version]

9.7         Commencement Date of Disability.  The commencement date of a period of disability, whether it be a continuous period or the aggregate of successive partial periods, shall be the first day on which the Employee is disabled.

9.8  Dispute Regarding Existence of Disability.  Any dispute regarding the existence, extent or continuance of the disability shall be resolved by the determination of a majority of three (3) competent physicians, one (1) of whom shall be selected by the Corporation, one (1) of whom shall be selected by the Employee and the third (3rd) of whom shall be selected by the other two (2) physicians so selected.

9.9         Death of Employee.  In the event the Employee shall die during the term hereof, the Corporation shall pay to the Employee's surviving spouse, or if the Employee shall leave no surviving spouse, then to the Employee's estate, only such amounts as may have been earned by the Employee prior to the Employee's date of death, but which were unpaid at date of death.

9.10    American’s With Disabilities Act.  Notwithstanding any other term or condition hereof, the Corporation shall comply with the Americans With Disabilities Act with respect to Employee.

ARTICLE X

RESTRICTIVE COVENANTS

10.1 Restrictive Covenants.  The Employee acknowledges that the Corporation, through its employment of the Employee, has provided the Employee with confidential information, business and professional contacts, stock ownership in the Corporation, and the ability to service and otherwise have access to the Corporation's clients.  The Employee further acknowledges that such confidential information, business and professional contacts, and the ability to service and otherwise have access to the Corporation's clients are the result of his employment by the Corporation.  In consideration of the foregoing and of the benefits generally provided to the Employee by the Corporation pursuant to the terms of this Agreement and otherwise, the Employee agrees to abide and be bound by the restrictions and prohibitions of this Article, which restrictions are intended by the parties to extend to any and all activities of the Employee, whether as an independent contractor, partner or joint venturer, or as an officer, director, stockholder, agent, employee or salesman for any person, firm, partnership [Paragraph Omitted But Included In Fully Licensed Version]

10.2 Hiring.  The Employee agrees that during the Employee's employment with the Corporation and for a period of two (2) years following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, or whether the termination is [Paragraph Omitted But Included In Fully Licensed Version]

10.3    Confidentiality; Disclosure; Proprietary Information.  Employee recognizes and acknowledges that all records with respect to clients, business associates, customer or referral lists, contracting parties and referral sources of the Corporation, and all personal, financial and business and proprietary information of the Corporation, its empl [Paragraph Omitted But Included In Fully Licensed Version]

10.4 Solicitation.  The Employee further agrees that during the term of this Agreement and following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, or whether the t [Paragraph Omitted But Included In Fully Licensed Version]

10.6 Covenants Independent.  Each restrictive covenant on the part of the Employee set forth in this Agreement shall be construed as a covenant independent of any other covenant or provisions of this Agreement or any other agreement which the Corporation and the Employee may have, ful [Paragraph Omitted But Included In Fully Licensed Version]

10.7 Proprietary Creations. All processes, inventions, patents, copyrights, trademarks, and other intangible rights (collectively the  "Inventions") that may be conceived or developed by Employee, either alone or with others, during the term of Employee's employment, whether or not conceived or developed during Employee's working  hours, and with respect to which the equipment, supplies, facilities, or trade secret information of Company  was used, or that relate at the time of conception or reduction to practice of the Invention to the business of  the Corporation or to Corporation's actual or demonstrably anticipated research and development, or that result  from any work performed by Employee for Corporation, will be the sole property of Corporation, and shall be considered “works for hire”, and  Employee hereby assigns to the Corporation all of Employee's right, title and interest in and to such  Inventions.  Employe [Paragraph Omitted But Included In Fully Licensed Version]

relates to the business and interests of the Company and that Employee conceives, develops, or delivers to the Company at any time during the term of Employee's employment.  "Inventions" shall also include all intellectual property rights in any [Paragraph Omitted But Included In Fully Licensed Version].

10.8 Divisibility of Covenant Areas and Periods.  [Paragraph Omitted But Included In Fully Licensed Version]

10.9 Injunctive and Equitable Relief.  Employee and Corporation recognize and expressly agree that the extent of damages to Corporation in the event of a breach by Employee of any restrictive covenant set forth herein would be impossible to ascertain, that the irreparable harm arising out of any breach shall be irrebuttably presumed, and that the remedy at law for any bre [Paragraph Omitted But Included In Fully Licensed Version]

10.10 Venue; Court Proceedings.  The Employee and the Corporation hereby agree that the venue of any action, proceeding, counterclaim, crossclaim, or other litigation relating to, involving, or resulting from the enforcement of this covenant shall be in ____________________.  In any action or proceeding by Employee relating to or involving the enforcement of the covenant, and any counterclaim, crossclaim or other litigation which may be asserted or brought against Corporation, the Employee hereby expressly waives any and all right to a trial by jury with respect to [Paragraph Omitted But Included In Fully Licensed Version]permanent injunction to enforce the covenant, Employee hereby waives any and all rights Employee may have against Corporation for any injuries or damages, including consequential damages, sustained by the Employee and arising directly or indirectly from the issuance of the temporary restraining order and/or preliminary injunction.

10.11  Indemnification.  The Employee hereby agrees to indemnify and hold the Corporation and its officers, directors, shareholders and employees harmless from and against any loss, claim, damage or expense, and/or all costs of prosecution or defense of their rights hereunder, whether in judicial proceedings, including appellate proceedings, or whether out of court, including without limiting the generality of the foregoing, attorneys' fees, and all costs and expenses of litigation, arising from or growing out of the Employee's breach or threatened breach of any covenant contained herein.

10.12 Acknowledgment.  The Employee acknowledges that when this Agreement is concluded, the Employee will be able to earn a living without violating [Paragraph Omitted But Included In Fully Licensed Version]

10.13 Survival of Covenants.  All restrictive covenants contained in this Agreement shall survive the termination of this Agreement.

ARTICLE XI

MISCELLANEOUS

11.1 Limitations on Authority.  Without the express written consent from the Corporation, the Employee shall have no apparent or implied authority to: (i) Pledge the credit of the Corporation or any of its ot [Paragraph Omitted But Included In Fully Licensed Version]

11.2 Representation and Warranty of Employee.  The Employee acknowledges and understands that the Corporation has extended employment opportunities [Paragraph Omitted But Included In Fully Licensed Version]

11.3 Invalid Provision; Severability.  The invalidity or unenforceability of a particular provision of this Agreement shall not affect the other provisions hereof, and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

11.4 Modification.  No change or modification of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

11.5 Applicable Law and Binding Effect; No Waiver.  This Agreement shall be construed and regulated under and by the laws of the State of Florida, and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns; but may not be assigned except as otherwise provided elsewhere herein.

11.6 Entire Agreement.  This Agreement contains the entire agreement and supersedes all prior agreements and understandings, oral or written, with respect to the subject matter hereof.  This Agreement may be changed only by an agreement in writing signed by the party against whom any waiver, change, amendment, modification, or discharge is sought.

11.7  Notices.  Any and all notices or other communication provided for herein, shall be given by registered or certified mail, return receipt requested, in case of the Corporation to its principal office, and in the case of the Employee to the Employee's residence address set forth on the first page of this Agreement or to such other address as may be designated by the Employee.

11.8    Attorneys' Fees.  In the event that either party is required to engage the services of legal counsel to enforce the terms and conditions of this Agreement against the other party, regardless of whether such action results in litigation, the prevailing party shall be entitled to reasonable attorneys' fees, costs of legal assistants, and other costs from the other party, which shall include any fees or costs incurred at trial or in any appellate proceeding, and expenses and other costs, including any accounting expenses incurred.

IN WITNESS WHEREOF, the undersigned parties hereby execute this Agreement on the ____ day of ____________, 20__, to be effective the date first set forth above.