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General Employment Agreement
AGREEMENT made on [Date] by and between [Name] of [Address], hereinafter referred to as "Company", and [Name] of [Address], hereinafter referred to as "Employee", agree as follows:
For good consideration, Company shall employ and the Employee agrees to be employed on the following terms:
1. Effective Date: [Date] Employment shall commence on [date], time being of the essence.
2. Duties: Employee agrees to perform the following duties: [Enumerate on general duties, or attach job description] Employee shall also perform such further duties as are incidental or implied from the foregoing, consistent with the background, training and qualifications of Employee or may be reasonably delegated as being in the best interests of the Company.
The Employee shall devote full time to his employment and expend best efforts on behalf of Company. Employee further agrees to abide by all reasonable Company policies and decisions now or hereinafter existing.
3. Term: The Employee's employment shall continue for a period of (---) years, beginning on the effective date of this agreement and ending on, [Date].
4. Compensation: The Employee shall be paid the following compensations:
(a) Annual Salary: [$------] paid on the payroll schedule existing for other employees.
(b) Such bonuses, vacations, sick leave, retirement benefits and expense accounts as stated in the Company manual for other management personnel or as may be decided by the Company if said items are discretionary with the Company.
5. Terminations: This agreement may be earlier terminated upon:
(a) Death of Employee or illness or incapacity that prevents Employee from substantially performing for [--] continuous months or in excess of [--] aggregate working days in any calendar year.
(b) Breach of agreement of Employee.
(a) Employee agrees to execute a noncompete agreement as annexed hereto.
(b) Employee agrees to execute a confidential information and invention assignment agreement as annexed hereto.
(c) This agreement shall not be assignable by either party, provided that upon any sale of the business by Company, the Company may assign this agreement to its successor or employee may terminate same.
(d) In the event of any dispute under this agreement, it shall be resolved through an arbitration committee.
(e) This constitutes the entire agreement between the parties. Any modification must be in writing.
7. Additional Terms:
8. Amendments of this agreement shall be by mutual consent of the parties only in writing.
9. Arbitration. Any disputes pertaining to said contractual arrangement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the American Arbitration Association or like organization in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.
10. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
11. Waiver Of Agreementual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
12. No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.
13. Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise,
(a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and
(b) the word including means including without limitation.
14. Advice Of Legal Counsel. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.
15. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.
16. Failure to Object Not a Waiver. The failure of a party to object to, or to take affirmative action with respect to, any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach or of any future violation, breach, or wrongful conduct until (--) days since the wrongful act or omission to act has passed.
17. Unenforceable Terms. Any provision hereof prohibited or unenforceable under any applicable law of any jurisdiction shall as to such jurisdiction be ineffective without affecting any other provision of this Agreement. To the full extent, however, that the provisions of such applicable law may be waived, they are hereby waived to the end that this Agreement be deemed to be a valid and binding agreement enforceable in accordance with its terms.
18. Execution In Counterparts. This Agreement may be executed in several counterparts and when so executed shall constitute shall constitute one agreement binding on all the parties, notwithstanding that all the parties are not signatory to the original and same counterpart.
19. Incorporation By Reference. All exhibits referred to in this Agreement are incorporated herein in their entirety by such reference.
20. Cross-References. All cross-references in this Agreement, unless specifically directed to another agreement or document, refer to provisions in this Agreement, and shall not be deemed to be references to any overall transaction or to any other agreements or documents.
21. Miscellaneous Provisions. The various headings and numbers herein and the grouping of provisions of this Agreement into separate divisions are for the purpose of convenience only and shall not be considered a part hereof. The language in all parts of this Agreement shall in all cases be construed in accordance to its fair meaning as if prepared by all parties to the Agreement and not strictly for or against any of the parties.
22. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.
23. Headings. The paragraph headings contained herein are for convenience of reference only and are not to be used in the construction or interpretation hereof.
24. Severance. The invalidity or unenforceability of any portion of this Agreement shall not affect the remaining provisions and portions hereof.
25. Entire Agreement. This Agreement including any attachments is the entire agreement between the parties and there are no other promises or conditions in any other written agreement.
26. This Agreement supersedes any prior oral agreements between the parties.
27. Agreement Binding. This Agreement shall be binding upon the parties hereto and their respective heirs, administrators, successors, and assigns.
28. No Assignment. Neither this agreement nor any right or interest thereunder shall be assigned in any respect whatsoever.
29. Exclusion of Oral Statements. This instrument contains all of the agreements of the parties. No oral or other statements shall be binding on either of the parties hereto.
30. Applicable Law. This Agreement shall be governed by the laws of the State of [State].
IN WITNESS WHEREOF, the parties have executed this agreement the day and year as first above written at [City], [State].
*** If Required By State Law ***
This Section for Notary:
STATE OF -------)
) ss: [Date]
COUNTY OF ------)
On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
[Name of Notary Public]
My commission expires: [date]