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Software Agreement Document Package |
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Redacted Document Package |
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| This agreement is
a sample of a document contained in our Software Agreement Document Package.
Omitted portions are included in the fully licensed version. Documents
are provided in Word and in Rich Text Format (RTF). All documents are
conveniently accessed through an E-Book indexing system.
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EMPLOYMENT AGREEMENT
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 Corporation in the area _______________________________
and with the position title of _______________________________. Employee
shall perform [Portions Omitted - included In
fully Licensed Version] and any such increase, reduction or
modification shall not be deemed a termination of this Agreement.
1.2 Acceptance of Employment. Employee accepts employment with the Corporation
upon the terms set forth above and agrees to devote all Employee’s
time, energy and ability to the interests of the Corporation, and
to perform Employee’s duties in an efficient, trustworthy and business-like
manner. 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 [Portions Omitted - included
In fully Licensed Version] technical coverage on nights and
weekends in accordance with the needs of the Corporation and its clients.
[Portions Omitted - included In fully Licensed
Version] 1.4 Automobile. [Portions Omitted - included In fully Licensed
Version]. ARTICLE II COMPENSATION 2.1 Compensation. The Corporation shall pay to the Employee for each twelve (12) month
term of this Agreement basic and bonus compensation as set [Portions
Omitted - included In fully Licensed Version] the services
under this Agreement, Employee shall be paid the aggregate of basic
compensation, bonus and benefits as hereinafter set forth.
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 Corporation. Payment of any bonus compensation
[Portions Omitted - included In fully Licensed
Version]uch bonus compensation. 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
appropriate. The Corporation
has the right to [Portions Omitted - included
In fully Licensed Version]ies and procedures therefore, and
only for such items that are a necessary and integral part of the
Employee’s job functions. 2.5 Non Deductible Compensation. [Portions Omitted - included
In fully Licensed Version]ired to defend any proposed disallowance
or other action by the Internal Revenue Service or any other state,
federal, or local taxing authorities. 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 [Portions Omitted - 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. [Portions Omitted - included In fully Licensed
Version]; b. [Portions Omitted - included In fully Licensed
Version]; or c. [Portions Omitted - 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 [Portions
Omitted - 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 clients accepted
are clients of the [Portions Omitted - included
In fully Licensed Version]and files of any type concerning
clients of the Corporation shall belong to and remain the property
of the Corporation, notwithstanding the subsequent termination of
this Agreement. ARTICLE VII POLICIES AND PROCEDURES [Portions
Omitted - 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 [Portions
Omitted - included In fully Licensed Version] has been chronically inattentive to his
or her duties or habitually absent from his or her work; or (xii)
if
the Employee violates any provision of this Agreement, is given written
notice thereof, and such violation is not substantially corrected
within thirty (30) days after the delivery of such notice to Employee. Such termination shall be effective upon the delivery of written
notice thereof to the Employee or at such later time as may be designated
in said notice, and the Employee shall vacate the offices of the Corporation
on or before such effective date.
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 [Portions
Omitted - included In fully Licensed Version] for the Corporation during the notice period, with sufficient
time allowed, in the sole discretion of the Corporation, for Employee
to seek new employment.
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 [Portions
Omitted - included In fully Licensed Version]aspect of the
Employee's normal duties as set forth in this Agreement. b. The term "partial disability" shall mean [Portions
Omitted - included In fully Licensed Version] c. The term "normal monthly salary" shall mean [Portions
Omitted - 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 [Portions
Omitted - included In fully Licensed Version] shall be entitled
to receive under disability insurance coverage on the Employee, if
any. 9.3 Partial Disability. During a period of partial disability of the
Employee, the Employee shall receive an amount of compensation computed
as follows: a. That portion of the Employee's normal monthly basic compensation
which bears the same ratio to the Employee's normal monthly basic
compensation as the amount of [Portions Omitted
- included In fully Licensed Version], and b. Such amount shall be calculated by multiplying the Employee’s basic
compensation by a fraction, the numerator of which [Portions
Omitted - included In fully Licensed Version]. 9.4 Combination of Total and Partial Disability. If a single period of disability of the Employee
consists of a combination [Portions Omitted
- included In fully Licensed Version]oration under this disability
provision shall not exceed an amount equal to one (1) times the Employee's
normal monthly basic compensation. 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, [Portions Omitted - included In fully
Licensed Version]the amount of disability compensation to which
an Employee shall be entitled under any provision of this Section.
9.6
Termination
Due to Disability. If and when the period of total or partial
disability of the Employee totals [Portions
Omitted - included In fully Licensed Version] disabled Employee
and the Corporation agree, the disabled Employee may thereafter be
employed by the Corporation upon such terms as may be mutually agreeable.
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 [Portions
Omitted - included In fully Licensed Version].
9.9
Death
of Employee. In the event the Employee shall die during
the term hereof, the Corporation shall [Portions
Omitted - included In fully Licensed Version] 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 [Portions
Omitted - included In fully Licensed Version]es 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,
corporation or other entity, or otherwise. The Shareholder Employee
acknowledges and agrees [Portions Omitted -
included In fully Licensed Version]t by the Employee to do
likewise and to abide by the restrictions set forth in this Article. As such, the Employee acknowledges and agrees
that these restrictive covenants are necessary to protect the Corporation
[Portions Omitted - included In fully Licensed
Version] adequate consideration. 10.2 Hiring.
The Employee agrees that during the Employee's employment with
the Corporation and for a period [Portions Omitted
- included In fully Licensed Version]e or independent contractor
of the Corporation or otherwise encourage or attempt to encourage
any other employee or independent contractor of the Corporation to
leave the Corporation's employ.
10.3
Confidentiality;
Disclosure; Proprietary Information. Employee recognizes and acknowledges that all
records with respect to [Portions
Omitted - included In fully Licensed Version]mployees, officers, directors
and shareholders obtained by the Employee during the term of this
Agreement and not generally known in the public (the "Confidential
Information") are valuable, special and unique and [Portions
Omitted - included In fully Licensed Version]n of this Agreement, whether
the termination shall be voluntary or involuntary, or with or without
cause, or whether the termination is solely due to the expi[Portions
Omitted - included In fully Licensed Version] time, directly or indirectly,
disclose any Confidential Information, in full or in part, in written
or other form, to any person, firm, corporation, association or other
entity, or utilize the same for any reason or [Portions
Omitted - included In fully Licensed Version]ll also include
any information (including, but not limited to, technical or non-technical
data, a formula, a pattern, a compil[Portions
Omitted - included In fully Licensed Version]ntial customers)
that: (i) derives economic
value, actual or potential, from not being generally known to, and
not being readily ascertainable by proper means by, other persons
who can obtain economic value from its disclosure or use; and (ii)
is the subject of efforts that are reasonable under the circumstances
to maintain its secrecy. In the case of Company's business,[Portions
Omitted - included In fully Licensed Version]invoices, training
and educational manuals, administrative manuals, prospective customer
leads, in whatever form, whether or not computer or electronically
accessible "on-line."
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 [Portions Omitted - included
In fully Licensed Version]ll not, in any manner or at any time,
solicit or encourage any person, firm, corporation or other business
entity who are clients, business associates or referral sources of
the Corporation to cease doing business with the Corporation or to
do business with the Employee. 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 provision[Portions
Omitted - included In fully Licensed Version]n whether predicated
upon another covenant or provision of this Agreement or otherwise,
shall not constitute a defense to the enforcement by the Corporation
of any other covenant. 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 employm[Portions
Omitted - included In fully Licensed Version]eption 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 [Portions
Omitted - included In fully Licensed Version]nd interest in and to
such Inventions. Employee must disclose to Corporation all inventions
conceived during the term of employment, whether or not the [Portions
Omitted - included In fully Licensed Version]ng sentence,
but such disclosure will be received by Corporation in confidence. Employee must execute all documents, including patent applications and assign[Portions
Omitted - included In fully Licensed Version] this Section. For purposes hereof, "Inventions" shall mean all intellectual
property rights, including all Trade Secrets, U.S. and international
copyrights, patentable inventions, discoveries and improvements, and
other intellectual pro[Portions
Omitted - included In fully Licensed Version]duct that 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 [Portions
Omitted - included In fully Licensed Version]tation, technology or other work product that is now contained in
any of the products or systems (including development and support
systems) of the Company to the extent Employee conceived, developed
or delivered such In[Portions
Omitted - included In fully Licensed Version]e was engaged as an independent contractor or employee of the Company.
Employee hereby irrevocably relinquishes for the benefit of
the Company and its assigns any moral rights in the Inventions recognized
by applicable law.
10.8 Divisibility of Covenant Areas and Periods. If any portion of the restrictive covenants
contained herein is held to be unreasonable, arbitrary or against
public policy, each covenant shall be considered divisible both as
to time and geograp[Portions Omitted - included
In fully Licensed Version]segment of the geographical area
shall be deemed to be a separate geographical area, so that the maximum
lesser time and geographical area shall remain effective so long as
the same is not unreasonable, arbitrary or against public policy. 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 ascer[Portions Omitted - included
In fully Licensed Version]be inadequate to compensate the Corporation.
Consequently, the Employee agrees that in the event of a breach
of any such covenant, in addition to any other r[Portions
Omitted - included In fully Licensed Version]ed to enforce
the covenant by injunctive or other equitable relief ordered by a
court of competent jurisdiction. 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[Portions Omitted - included In
fully Licensed Version]ating 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 the action, proceeding or other litigation resulting from
or involving the enforcement of this covenant.
Further, in any action or proceeding by Corporation to obtain
a temporary restraining order and/or preliminary injunction, Employee
hereby agree[Portions Omitted - included In
fully Licensed Version]0.00) in order to obtain a temporary
restraining order and/or preliminary injunction. Should the Corporation's action for a temporary restraining order
and/or motion for preliminary injunction be granted in whole or in
part and should Corporation be ultimately unsuccessful in obtaining
a permanent i[Portions Omitted - included In
fully Licensed Version]ights 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, [Portions
Omitted - included In fully Licensed Version]llate 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
the foregoing restrictions and [Portions Omitted
- included In fully Licensed Version]rial inducement to the
execution of this Agreement and to Employee's continued relationship
with the Corporation. 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 [Portions
Omitted - included In fully Licensed Version]y debt due the
Corporation unless the Corporation has received the full amount thereof;
or (iv) sell, mortgage, transfer or otherwise dispose of any assets
of the Corporation. 11.2 Representation and Warranty of Employee. [Portions Omitted - included
In fully Licensed Version] 11.3 Invalid Provision; Severability. [Portions Omitted - included
In fully Licensed Version] 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 p[Portions
Omitted - included In fully Licensed Version]f 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.
_____________________________ Attest:
By:_______________________ By:_____________________________ __________________, Secretary __________________,
President
(CORPORATE SEAL) "CORPORATION"
Witnesses as to Employee:
_________________________ ________________________________ _________________________
"EMPLOYEE"
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