FOR “AT WILL EMPLOYEE

THIS EMPLOYMENT AGREEMENT FOR “AT WILL” EMPLOYEE (the "Agreement") is made effective the _____ day of _________________, _______, by and between ______________________, a _________ corporation (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, on an “at will” basis, upon the following terms and conditions:

ARTICLE I

DUTIES AND OBLIGATIONS

1.1  Appointment.  [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 time, energy [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 Corp [Paragraph Omitted But Included In Fully Licensed Version]

1.4         No Conflict of Interest.  Employee shall not engage in any other business while employed by the Employer.  Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation.  Employee shall [Paragraph Omitted But Included In Fully Licensed Version]

1.5  Corporation Property.  [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE II

COMPENSATION

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

2.2  Bonus.  [Paragraph Omitted But Included In Fully Licensed Version]

2.3  Benefits.   [Paragraph Omitted But Included In Fully Licensed Version]

2.4  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 of the qualification that are established by the Corporation.

ARTICLE IV

TERM

4.1  Term of Agreement.  There shall be no guaranteed term of employment.  Employ acknowledges and agrees that Employee shall be an “at will” Employee and that Employee’s employment may be terminated at any time by the Corporation, with or without cause.

ARTICLE V

FEES FROM EMPLOYEE’S WORK

The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE VI

CLIENTS AND CLIENT RECORDS

[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 services for the Corporation. This may include, but is not necessarily limited to, employment policies, compu [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE VIII

TERMINATION

     Employee acknowledges and agrees that Employee is an “at will” employee of the Corporation.  As such, no term [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE IX

CREATIONS AND INVENTIONS

Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee’s employment with the Corporation is the exclusive property of the Corporation.  This shall include any and all copyrights, trade secret [Paragraph Omitted But Included In Fully Licensed Version]

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, training and experience, 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, training and experience, 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 [Paragraph Omitted But Included In Fully Licensed Version]

10.2    Hiring.  [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, financi [Paragraph Omitted But Included In Fully Licensed Version]

10.3    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, the Employee will not, [Paragraph Omitted But Included In Fully Licensed Version]

10.4    Non-Competition With Corporation Clients.  Employee agrees that during the term of the Employee’s employment with the Corporation and for a [Paragraph Omitted But Included In Fully Licensed Version]

10.5    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, fully performed and not executory, and the existence of any claim or cause of action by the Employee against the Corporation 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.

10.6 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 Emplo [Paragraph Omitted But Included In Fully Licensed Version]

10.7 Divisibility of Covenant Areas and Periods.  If any portion of the restrictive covenants contained herein is held to be unreasonable, arbitra [Paragraph Omitted But Included In Fully Licensed Version]

10.8 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 [Paragraph Omitted But Included In Fully Licensed Version]

10.9 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 ______________ County, State of __________.  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 the action, proceeding or other litigation resulting from or involving the enforcement of this covenant.  Fur [Paragraph Omitted But Included In Fully Licensed Version]

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 expe [Paragraph Omitted But Included In Fully Licensed Version]

10.12 Acknowledgment.  [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 other employees; (ii) Bind the Corporation under any contract, agreement, note, mortgage or otherwise; (iii) Release or discharge any 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.  The Employee acknowledges and understands that the Corporation has extended employment opportunities to Employee based upon Employee's representation and warranty that Employee is in good health and able to perform the work contemplated by this Agreement for the term hereof.

11.3 Leave of Absence.  Leave of absence for required full-time military service or any other purpose authorized by the Corporation shall not result in termination of employment, and the Employee shall retain the privilege of recommencing employment upon the Employee's return from military service or other authorized leave of absence as long as the Employee is otherwise qualified to perform the services required hereunder.

11.4 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.

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

11.6 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.

11.7 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.

11.8  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.

11.9    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 ____________, 1999, to be effective the date first set forth above.

CORPORATION

___________________________

(insert business name)

Attest:

By:_______________________        By:_____________________________

   __________________, Secretary          __________________, President

(CORPORATE SEAL)

       

Witnesses as to Employee:

_________________________         ________________________________

_______________________

_________________________

  "EMPLOYEE"

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