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 [Section Deleted - Included In Full Licensed Version]erms
and conditions:
ARTICLE I
DUTIES AND OBLIGATIONS
1.1Appointment.The Employee is her[Section Deleted - Included
In Full Licensed Version]ployed by the Corporation to render services
on behalf of the Corporation as [Chief Operations Officer; Chief Financial
Officer; Chief Executive Officer]. Employee shall perform such duties as the
B[Section Deleted - Included In Full Licensed Version]ort
to the Board of Directors of the Corporation.The Board of Directors shall appoint the Employee as a corporate officer
in the Corporation with the title of __________________, as described in the
Corporation’s Bylaws.
1.2Acceptance of Employment.Employee accepts employment with the Corporation
upon the terms set forth abov[Section Deleted - Included
In Full Licensed Version]nd 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[Section Deleted
- Included In Full Licensed Version] manner.
1.3Devotion of Time to Employment.The Emp[Section Deleted
- Included In Full Licensed Version] 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 Corpo[Section Deleted - Included In Full Licensed
Version]tion as determined by the Corporation.Reasonable amounts of time may be allotted to personal or outside
business, charitable and prof[Section Deleted - Included
In Full Licensed Version]t provided such activities do not materially
interfere with the services required to be rendered hereunder.
ARTICLE II
COMPENSATION
2.1Compensation.The Corporation shall pay to the Employee for each twelve (12) month
term of this Agreement basic and bonus compensation as set froth in this Agreement.Such basic c[Section Deleted - Included In Full
Licensed Version]th or in such other convenient installments as determined
by the Corporation from time to time.In consideration of the services under this
Agreement, Employee shall be paid the aggregate of basic compensation, bonus
and benefits[Section Deleted - Included In Full Licensed
Version]nafter set forth.
2.2Basic
Compensation.
The Corporation shall pay to Employee basic compensation in an amount equal
_______________________________ dollars per year, payable in equal m[Section
Deleted - Included In Full Licensed Version]ents.
2.3Bonus.From time to time, the Corp[Section Deleted -
Included In Full Licensed Version]ration. Payment of any bonus compensation
shall be at the sole discretion of the Board of Directors or the Executive
committee of the Board of Directors and the Employee shall have no entitlement
to such amount absent a [Section Deleted - Included
In Full Licensed Version]e Corporation as aforesaid to make such bonus
compensation.
2.4Benefits.The Corporation shall provide Employee with such benefits as are
provided to oth[Section Deleted - Included In Full Licensed
Version] of Directors, (ii) health insurance coverage under the same
terms as offered to other employees of the Corporation, (iii) retirement and
profit sharing programs as offered to other employees of the Company, (iv)
paid holidays as [Section Deleted - Included In Full
Licensed Version]es as are approved by the Board of Directors.The Corporation has the right to modify conditions of participation,
terminate any benefit, or change insurance plans and other providers of such
benefits in its sole discretion.The
Emp[Section Deleted - Included In Full Licensed Version]reimbursed
for out of pocket expenses that are pre-approved by the Corporation, subject
to the Corporation’s policies and procedures therefore, and only for[Section
Deleted - Included In Full Licensed Version]a necessary and integral
part of the Employee’s job functions.
2.5Non Deductible Compensation.In the event a deduction shall be disallowed
by the Internal Revenue Service or [Section Deleted
- Included In Full Licensed Version]or any part of the payment made
to Employee by the Corporation or any other shareholder or employee of the
Corporation, shall be required by the Internal Revenue Service to pay a deficiency
on account of such disallowance, t[Section Deleted -
Included In Full Licensed Version]required to make such payment, an
amount equal to the tax imposed on the disallowed portion of such payment,
plus any and all interest and penalties paid with respect thereto. The Corporation
or other party required to make payment shall not be required to defend any
proposed disallowance or other action by [Section Deleted
- Included In Full Licensed Version]s.
2.7Withholding.All sums payable to Employee under this Agreement
will be reduced by all federal, state[Section Deleted
- Included In Full Licensed Version]thholdings and similar taxes and
payments required by applicable law.
2.8Stock
Options.Following one (1) full year of Employment,
Employee shall be considered for participati[Section
Deleted - Included In Full Licensed Version]e Corporation’s Employee Stock Option Plan
in accordance with the terms of such plan.
ARTICLE III
QUALIFICATIONS
3.1Qualifications of Employee.The employee shall, as a condition of this
Agreement, satisfy all of[Section Deleted - Included
In Full Licensed Version]ctors.
ARTICLE IV
TERM
4.1Term of Agreement.The effective date of this Agreement shall
be the date first set forth above, and it shall con[Section
Deleted - Included In Full Licensed Version]ct until the earlier
of:
a.The effective date of any subsequent employment agreement between
the Corporation[Section Deleted - Included In Full Licensed
Version];
b.The effective date of any termination of [Section
Deleted - Included In Full Licensed Version]vided elsewhere herein;
or
c._______ (___) year(s) f[Section Deleted - Included
In Full Licensed Version]__ (___) years each unless either party gives
written notice to other that it does not wish to automatically renew this
Agreement, which written notice must be received by the other party no less
than 60 days and no [Section Deleted - Included In Full
Licensed Version]s prior to the expiration of the applicable term.
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 Em[Section Deleted - Included
In Full Licensed Version] Employee, shall, except as otherwise specifically
agreed by the Corporation, be and remain the property of 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 d[Section Deleted
- Included In Full Licensed Version]e.
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 th[Section
Deleted - Included In Full Licensed Version]uthority to designate,
or to establish a procedure for designating which professional employee of
the Corporation will handle each such client.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 term[Section Deleted - Included In Full
Licensed Version]is Agreement.
ARTICLE VII
POLICIES AND PROCEDURES
The Corporation shall have
t[Section Deleted - Included In Full Licensed Version]y
to establish from time to time the policies and procedures to be followed
by the Employee in performing services for the Corporation.Employ[Section Deleted
- Included In Full Licensed Version]all abide by the provisions of
any contract entered into by the Corporation under which the Employee provides
services.Employee shall comply with
the terms and conditions of a[Section Deleted - Included
In Full Licensed Version] all contracts entered by the Corporation.
ARTICLE VIII
TERMINATION
8.1Termination By Written Agreement.This Agreement may be terminated in writing
by mutual agreement of the Employee and the Corporation.
8.2Termination 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 [Section
Deleted - Included In Full Licensed Version]lude but not be limited to (i) unreasonable and/or abusive use
of alcohol or other intoxicating beverages and/or habitual and/or abusive
and/or dependent use of[Section
Deleted - Included In Full Licensed Version]c or other addictive substance, including, but not limited to,
amphetamines, barbiturates, LSD, etc., so as to render the Employee unf[Section
Deleted - Included In Full Licensed Version]he Board of Directors of the Corporation; (ii)adoption by the Employee of a pattern of conduct which tends to hold
th[Section
Deleted - Included In Full Licensed Version]the community; (iii)conduct disloyal to the Corporation, including
performing the business of the corporation for the personal account of the
Employee or the account of a third party; (iv) insufficient productivity (in
the judgment of the Corporation); (v) failure of the Employee to promptly
and satisfactorily perform the duties assigned to the Employee hereunder;
(vi)conviction of any crime of[Section
Deleted - Included In Full Licensed Version]feasance, malfeasance or nonfeasance, which results in substantial
damage to the Corporation;(viii) any legal restriction on Employee's
right to render services contemplated hereunder; (ix)the election of the Employee to a public office or the Employee's
acceptance of other employment that, pursuant to existing law, places restrictions
or limitations upon Employee's continued rendering of the professional services
contemplated hereunder; (x) a finding that Employee has committed any
act that casts the Company in public disrepute; that Employee has been advised
that he or she is a target or subject of a grand jury investigation or similar
proceeding or investigation (which Employee shall promptly communicate to
the Company); that Employee has been indicted, pleads guilty or nolo contendere,
or is convicted of any felony; or that Employee has otherwis[Section
Deleted - Included In Full Licensed Version]y departs from the standard of care applicable
to Employee or the duties assigned to Employee hereunder; that Employee has
failed or refused to comply with his or her duties or the instructions of
Employee's senior officers; that Employee has been chronically inattentive
to his or her duties or habitually absent from his or her work; or (xii) if the Employee violat[Section
Deleted - Included In Full Licensed Version]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 sai[Section
Deleted - Included In Full Licensed Version] the Employee shall vacate the offices of the Corporation
on or before such effective date.
8.3Compensation
After Notice of Termination.After notice of termination
has been given by either Corporation or Employ[Section
Deleted - Included In Full Licensed Version]e compensation provided for in this Agreement until the notice
period has expired.It is understood that after the written notice
is given by either Corporat[Section
Deleted - Included In Full Licensed Version]n or Employee, Employee shall continue to devote substantially
all of the Employee's time to the Employee's normal servic[Section
Deleted - Included In Full Licensed Version]or 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
9.1Definitions.For purposes of this Agre[Section Deleted
- Included In Full Licensed Version]never used in this Article XII:
a.The term "total disability" shall mean that the Employee
is unable, mentally or physic[Section Deleted - Included
In Full Licensed Version]et forth in this Agreement.
b.The term "partial disability" shall mean that the Employee
is able to perform, to some extent, on behalf of[Section
Deleted - Included In Full Licensed Version]cializes, and which the
Employee previously performed for the Corporation, but that the Employee is
unable, mentally or physically, to devote the same amount of time to such
services as was devoted prior to the occurrence of such sickness or accident.
c.The term "normal monthly salary" shall mean the salary
which the Employee is being paid by the Corporation per month as of the
commencement date of the period of disability, as specified hereinabove or as
determined by the Board of Directors pursuant to the terms hereof.
9.2Total 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 disability[Section Deleted - Included In Full Licensed
Version]’s employment begins to pay benefits.If the single period of disability should continue
beyond three (3) months, the Employee shall receive only such amount as the
Employee shall be entitled to receive under disability insurance coverage
on the Employee, if any.
9.3Partial 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 time which the Employee is able to devote to the usual performance
of[Section Deleted - Included In Full Licensed Version]o
the total time the Employee devoted to performing such services prior to the
commencement date of the single period of disability, and
b.Such amount shall be calculated by multiplying the Employee’s basic
compensation by a fraction, the numerator of which shall be the percentage
of normal servi[Section Deleted - Included In Full Licensed
Version] shall be the total services that the Employee is able to perform
absent the partial disability.
9.4Combination of Total and Partial Disability.If a single period of disability of the Employee
consists of a combination of total disability and partial disability, the
maximum total [Section Deleted - Included In Full Licensed
Version]the Corporation under this disability provision shall not exceed
an amount equal to one (1) times the Employee's no[Section
Deleted - Included In Full Licensed Version] compensation.
9.5Broken Periods of Disability.A period of disability may be continuous or
broken.If broken into partial period[Section
Deleted - Included In Full Licensed Version]ability which are separated
by intervening periods of work, there shall be aggregated together all of
such successive partial periods of disability except any period prior to the
time when any single period of work extends for six (6) months or longer;
and such aggregated periods of disability shall be treated as a single period
in determining the amount of disa[Section Deleted -
Included In Full Licensed Version] of this Section.
9.6Termination
Due to Disability.If and when the period of total or partial
disability of the Employee to[Section Deleted - Included
In Full Licensed Version]ion shall automatically terminate.Notwithstanding the foregoing, if the disabled Employee and the
Corporation agree, the disabled Employee may thereafter be employed[Section
Deleted - Included In Full Licensed Version]the Corporation upon such
terms as may be mutually agreeable.
9.7Commencement
Date of Disability.The commencement date of a period of disability,
whether it be a contin[Section Deleted - Included In
Full Licensed Version]first day on which the Employee is disabled.
9.8Dispute 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) comp[Section Deleted - Included
In Full Licensed Version]) 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.
9.9Death
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[Section Deleted - Included
In Full Licensed Version]rviving 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 d[Section Deleted
- Included In Full Licensed Version]f death.
9.10American’s With Disabilities
Act.Notwithstanding any other term or condition
hereof, the Corporation[Section Deleted - Included In
Full Licensed Version] comply with the Americans With Disabilities
Act with respect to Employee.
ARTICLE X
RESTRICTIVE COVENANTS
10.1Restrictive 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,
a[Section Deleted - Included In Full Licensed Version]idential
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 [Section Deleted - Included In Full
Licensed Version]mployee agrees to abide and be[Section
Deleted - Included In Full Licensed Version]ound 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, corporation
or [Section Deleted - Included In Full Licensed Version]ees
that the other shareholder employees have agreed to conduct their past businesses
through the Corporation in consideration of the agreement by the Employee
to do likewise and to abide by the restrictions set forth[Section
Deleted - Included In Full Licensed Version] this Article.As such, the Employee acknowledges and agrees
that these restrictive covenants are necessary to protect the Corporation
and the other shareholders and are supported by good and adequate consideration.
10.2Hiring.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 solely due to the
expiration of the term of this Agreement, the Employee will not attempt to
hire any other [Section Deleted - Included In Full Licensed
Version]r attempt to encourage any other employee or independent contractor
of the Corporation to leave the Corporation's employ.
10.3Confidentiality;
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, [Section
Deleted - Included In Full Licensed Version]ancial 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 "Confidential Information")
are valuable, special and unique and proprietary assets of the Corporation's
business.The Employee hereby agrees that during the
term of this Agreement and following the termination of this [Section
Deleted - Included In Full Licensed Version]ion" shall
also include any information (including, but not limited to, technical or
non-technical data, a formula, a pattern, a compilation, a program, a device,
a method, a technique, a drawing, a process, financial data, financ[Section
Deleted - Included In Full Licensed Version]hat:(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 maint[Section
Deleted - Included In Full Licensed Version] being rSecrets
include (without limitation) information regarding names and addresses of
any customers, sales personnel, account invoices, training and educational
manuals, administrative manuals, prospective customer leads, in whatever form,
whether or not computer or electronically accessible "on-line."
10.4Solicitation.The Employee further agrees that during the term of this Agreement
and following the termin[Section Deleted - Included
In Full Licensed Version]involuntary, or with or without cause, or
whether the termination is solely due to the expiration of the term of this
Agreement, the Employee will 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.
10.6Covenants 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.
10.7Proprietary Creations. All processes, inventions,
patents, copyrights, trademarks, and other intangible rights (collectively
the"Inventions") that may
be conceived or d[Section
Deleted - Included In Full Licensed Version]ped by Employee, either
alone or with others, during the term of Employee's employment, whether or
not conceived or developed during Employee's workinghours, and with respect to which the equipment,
supplies, facilities, or trade secret information of Companywas used, or that relate at the time of conception
or reduction to practice of the Invention to the business ofthe Corporation or to Corporation's actual
or demonstrably anticipated research and develo[Section
Deleted - Included In Full Licensed Version]will be the sole property
of Corporation, and shall be considered “works for hire”, andEmployee hereby assigns to the Corporation all of Employee's right,
title[Section
Deleted - Included In Full Licensed Version interest in and to suchInventions.Employee 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 Co[Section
Deleted - Included In Full Licensed Versionatent applications and
assignments, required by Corporation to establish Corporation's rights underthis 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 property rights, in any programming,
documentation, technology or other work product 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 all intellectual property rights in any programming, documentation,
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[Section
Deleted - Included In Full Licensed Version Employee 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.
10.8Divisibility 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 geographical[Section
Deleted - Included In Full Licensed Versioneparate 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 the maximum lesser time
and geographical area shall remain effective so long as the same is not unreasonable,
arbitrary or against public policy.
10.9Injunctive 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 res[Section Deleted - Included In Full
Licensed Version 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 covenant, in
addition to any other relief to which Corporation may be entitled[Section
Deleted - Included In Full Licensed Versionrporation shall be entitled
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 liti[Section
Deleted - Included In Full Licensed Versions 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 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
shall not be required to post an injuncti[Section Deleted
- Included In Full Licensed Version1,000.00) 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 preliminary injunction be granted in whole or in part and
should Corporation be ultimately uns[Section Deleted
- Included In Full Licensed VersionEmployee 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.
10.11Indemnification.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 t[Section Deleted - Included
In Full Licensed Versionts hereunder, whether in judicial proceedings,
including appellate proceedings, or whether out of court, including without
limiting the generality of the foregoing, attorney[Section
Deleted - Included In Full Licensed Versionhe 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 tha[Section Deleted -
Included In Full Licensed Version 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
11.1Limitations 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[Section Deleted
- Included In Full Licensed Versiondebt 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.
11.2Representation and Warranty of Employee.The Employee acknowledges and understands that
the Corporation has extended employment opportunities to Employee based upon
Employee's repr[Section Deleted - Included In Full Licensed
Versionontemplated by this Agreement for the term hereof.
11.3Invalid Provision; Severability.The invalidity or unenforceability of a particular
provision of this Agreement shall not affect the other provisions hereof,
and the Agreement shall [Section Deleted - Included
In Full Licensed Versiontrued in all respects as if such invalid or
unenforceable provisions were omitted.
11.4Modification.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 an[Section
Deleted - Included In Full Licensed Versionrepresentatives, 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 h[Section Deleted - Included
In Full Licensed Versiont may be changed only by an agreement in writing
signed by the party against whom any waiver, change, amendment, modification,
or discharge is sought.
11.7Notices.Any and all notices or other communication provided for herein,
shall be given by register[Section Deleted - Included
In Full Licensed Versionto 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.
11.8Attorneys' 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 oth[Section Deleted -
Included In Full Licensed Versionparty, 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
p[Section Deleted - Included In Full Licensed Version
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.
EMPLOYMENT AGREEMENT