EMPLOYMENT AGREEMENT

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 [Section Deleted - Included In Full Licensed Version] mployee 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. The Employee is hereby employed by the Corporation to render such services and to perform suc[Section Deleted - Included In Full Licensed Version]ts sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modi[Section Deleted - Included In Full Licensed Version]ion 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 d[Section Deleted - Included In Full Licensed Version]cient, 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 [Section Deleted - Included In Full Licensed Version]are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time.

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. [Section Deleted - Included In Full Licensed Version]any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whet[Section Deleted - Included In Full Licensed Version]h services are provided with or without compensation or remuneration.

1.5 Corporation Property. Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment[Section Deleted - Included In Full Licensed Version] such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee’s duties for the corp[Section Deleted - Included In Full Licensed Version]er any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The [Section Deleted - Included In Full Licensed Version] and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium.

The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fee[Section Deleted - Included In Full Licensed Version]ovided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the prope[Section Deleted - Included In Full Licensed Version]f the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time [Section Deleted - Included In Full 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 recog[Section Deleted - Included In Full Licensed Version]mployee. All client records 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 the Employee’s employment.

ARTICLE VII

POLICIES AND PROCEDURES

The Corporation shall have the authority to establish from time to time the policies and procedures to be followed b[Section Deleted - Included In Full Licensed Version]he Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other p[Section Deleted - Included In Full Licensed Version]ether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee sh[Section Deleted - Included In Full Licensed Version] with the terms and conditions of any and all contracts entered by the Corporation.

ARTICLE VIII

TERMINATION

Employee acknowledges and agrees that Employee is an “at will” employee of the Corporation. As such, no term [Section Deleted - Included In Full Licensed Version]me in the sole discretion of the Corporation, whether there exists any cause for termination or not.

ARTICLE IX

CREATIONS AND INVENTIONS

Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during[Section Deleted - Included In Full Licensed Version]oyment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patent[Section Deleted - Included In Full Licensed Version] concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI’s, plug ins, applications, brochures, inventions, marketing plans and concept[Section Deleted - Included In Full Licensed Version] all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be “works made for hire” as defined in the United States Copyright Act which is current[Section Deleted - Included In Full Licensed Version]of the United States Code. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee’s employment and the[Section Deleted - Included In Full Licensed Version]ovenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation’s ownership [Section Deleted - Included In Full Licensed Version] material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and[Section Deleted - Included In Full Licensed Version] requested by the Corpora[Section Deleted - Included In Full 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 informatio[Section Deleted - Included In Full Licensed Version] 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[Section Deleted - Included In Full Licensed Version]oyment 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 [Section Deleted - Included In Full Licensed Version]o 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 co[Section Deleted - Included In Full Licensed Version]kholder, agent, employee or salesman for any person, firm, partnership, corporation or other entity, or otherwise.

10.2 Hiring. The Employee agrees that during the Employee's employment with the Corporation and for a [Section Deleted - Included In Full Licensed Version] shall be voluntary or involuntary, or with or without cause, the Employee will not attempt to hire any other employee or independent contractor of the Corporation or o[Section Deleted - Included In Full Licensed Version]ee 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 clients, business associates, customer or referr[Section Deleted - Included In Full Licensed Version]and all personal, financial and business and proprietary information of the Corporation, its employees, officers, directors and shareholders obtained by the Employee during the term of this Agreement and not generally known in the public (the "Confi[Section Deleted - Included In Full Licensed Version]l Information") are valuable, special and unique and proprietary assets of the [Section Deleted - Included In Full Licensed Version]poration's business. The Employee hereby 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 at any time, directly or indirectly, disclose any Confidential I[Section Deleted - Included In Full Licensed Version] 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 purpose whatsoever other than for the benefit of and pursuant to authorization[Section Deleted - Included In Full Licensed Version] Corporation.

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 [Section Deleted - Included In Full Licensed Version]ny 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 [Section Deleted - Included In Full Licensed Version]loyee.

10.4 Non-Competition With Corporation Clients. Employee agrees that during the term of the Employee’s employment with the Corpor[Section Deleted - Included In Full Licensed Version]relationship with the Corporation, the Employee shall not provide any service to or lend any aid or device to any of the clients of the Employer.

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 t[Section Deleted - Included In Full Licensed Version]ory, 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 othe[Section Deleted - Included In Full Licensed Version]s, 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 [Section Deleted - Included In Full Licensed Version] 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 [Section Deleted - Included In Full Licensed Version]loyee must disclose to Corporation all inventions conceived during the term of employment, whether or not the invention constitutes property of Corporation under the terms of the preceding sentence, but such disclosure will be received by Corporation in confidence. Employee must execute all documents, including patent applications and assignments, require[Section Deleted - Included In Full Licensed Version]ation to establish Corporation's rights under this Section.

10.7 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 covena[Section Deleted - Included In Full Licensed Version]each one (1) month of the specified period shall be deemed to be a separate period of time and each one-half (1/2) mile radius segment of the geographical area shall be deemed to be a separate geographical area, so that th[Section Deleted - Included In Full Licensed Version]s the same is not unreasonable, arbitrary or against public policy.

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 r[Section Deleted - Included In Full Licensed Version]hat the irreparable harm arising out of any breach shall be irrebuttably presumed, and that the remedy at law for any breach will be inadequate to compensate the Corporation. Consequently, the Employee agrees that in the event of a breach of any such covena[Section Deleted - Included In Full Licensed Version]ddition to any other relief to which Corporation may be ent[Section Deleted - Included In Full Licensed Version]r other equitable relief ordered by a court of competent jurisdiction.

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 _[Section Deleted - Included In Full Licensed Version]ployee relating to or involving the enforcement of the covenant, and any counterclaim, crossclaim or other litigation which may be asserted or brought against Corporation, [Section Deleted - Included In Full Licensed Version]y 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 agrees that the Corporation s[Section Deleted - Included In Full Licensed Version] be required to post an injunction bond in excess of the principal sum of One Thousand and No/100 Dollars ($1,000.00) 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 [Section Deleted - Included In Full Licensed Version]ation be ultimately unsuccessful in obtaining a 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[Section Deleted - Included In Full Licensed Version] of the temporary restraining order and/or preliminary injunction.

10.11 Indemnification. The Employee here[Section Deleted - Included In Full Licensed Version]s, 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 appellat[Section Deleted - Included In Full Licensed Version]e 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[Section Deleted - Included In Full Licensed Version]e Employee's recognition and representation of this fact is a material 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 or [Section Deleted - Included In Full Licensed Version]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 a[Section Deleted - Included In Full Licensed Version]n.

11.2 Representation and Warranty of Employee. The Employee[Section Deleted - Included In Full Licensed Version]ortunities 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 [Section Deleted - Included In Full Licensed Version]nd the Employee shall retain the privilege of recommencing employment upon the Employee's return[Section Deleted - Included In Full Licensed Version]itary 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 t[Section Deleted - Included In Full Licensed Version]ement 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 sig[Section Deleted - Included In Full Licensed Version]es hereto.

11.6 Applicable Law and Binding Effect; No Waiver. This Agreement shall be construed and regulated under and by the laws of the St[Section Deleted - Included In Full Licensed Version]to and their respective heirs, personal representatives, successors and assigns; but may not [Section Deleted - Included In Full Licensed Version]t 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.[Section Deleted - Included In Full Licensed Version] 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 o[Section Deleted - Included In Full Licensed Version] 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[Section Deleted - Included In Full Licensed Version]the Employee.

11.9 Attorneys' Fees. In the event that either party is required to engage the services of legal counsel t[Section Deleted - Included In Full Licensed Version]party, regardless of whether such action results in litigation, the prevailing party shall be entitled to reasonable attorneys' fees, costs of legal assis[Section Deleted - Included In Full Licensed Version]s or costs incurred at trial or in any appellate proceeding, and expenses and other costs, including a[Section Deleted - Included In Full Licensed Version]nting expenses incurred.

IN WITNESS WHEREOF, the undersigned parties hereby execute this Agreement on the ____ day of _________[Section Deleted - Included In Full Licensed Version]e date first set forth above.

CORPORATION

___________________________

(insert business name)

Attest:

By:_______________________ By:_____________________________

__________________, Secretary __________________, President

(CORPORATE SEAL)

Witnesses as to Employee:

_________________________ ________________________________

_______________________