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____, 20___ (the “Effective Date”), by and between [Company Name] ______________ (the “Company”), and [Employee Name] ______________________, an individual (the “Executive”). WHEREAS, Company and Executive wish to memorialize the terms and conditions of Executive’s employment by the Company in the position of __________________ (“CXX”); NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Executive agree as follows: 1. Position and Duties. Executive will serve as CXX of the Company. Executive will render business and professional services in the performance of his duties consistent with the role of CXX for the Company and as reasonably assigned to Executive by the Company’s Chief Executive Officer (“CEO”). As CXX, Executive’s responsibilities will include, but not be limited to: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) Responsibility and Duty Responsibility and Duty Responsibility and Duty Responsibility and Duty Responsibility and Duty Responsibility and Duty Responsibility and Duty Responsibility and Duty Responsibility and Duty Responsibility and Duty Responsibility and Duty Responsibility and Duty
2. Employment Term. The term of Executive’s employment under this Agreement shall be for the period commencing on the Effective Date, and continuing in effect through the first anniversary of the Effective Date (the “Initial Term”). The Initial Term shall automatically be extended for up to two successive one-year periods (“Extension Terms” and, collectively with the Initial Term, the “Term”), unless either the Company or the Executive gives notice of non-extension to the other no later than sixty (60) days prior to the expiration of the then-applicable Term. Executive will continue to be employed by Company for the duration of each Term unless his employment is earlier terminated pursuant to Section 6 below, in which event the last day of the Term shall be the date on which Executive’s employment terminates. 3. Compensation.
(a) Base Salary. Company will pay Executive as compensation for his services an annualized base salary of $____,____, less applicable payroll and other taxes and other legally required or appropriate deductions, payable in bi-weekly installments in accordance with the Company’s normal payroll practices (the “Base Salary”). Executive’s Base Salary will be reviewed annually by the CEO and may be adjusted. (b) Signing Bonus. On the Effective Date of this Agreement Company will provide Executive with a bonus (the “Signing Bonus”) constituting an unvested interest in units in Company (“Company Equity”) with an aggregate value of $____,____ based on a Company valuation of $_____ million. Subject to the terms and conditions set forth below, 00% of Company Equity received will vest on the 91st day after the Effective Date and every three months thereafter during the Initial Term (each a “Vesting Date”), provided that Executive is employed on each such Vesting Date. (i) The Company Equity received as part of Executive’s Signing Bonus (the “Bonus Equity”) shall be credited against, and is not in addition to, any Change in Control bonus set forth in Sections 3(d) or (e) of this Agreement. (ii) In the event Executive sells any Bonus Equity, the proceeds of such sale will offset any Change in Control bonus set forth in Sections 3(d) or (e) of this Agreement. (iii) Except as otherwise provided in this Agreement, any Bonus Equity which, as of the date on which Executive’s employment terminates, has not vested shall be forfeited and shall not vest. (iv) In the event of a Change in Control (as defined in Section 3(d)) during the Term, the vesting of any unvested Bonus Equity shall be accelerated and such Bonus Equity shall be fully vested as of the effective date of such Change in Control. 2
(c) Performance Bonus. Executive will be eligible to receive an annual discretionary performance bonus on account of Executive’s performance during the Initial Term and each Extension Term. Any performance bonus will be paid within 60 days following the last day of the year to which it relates. The amount of any bonus will be determined at the sole discretion of the CEO and will be based on Executive’s job performance and the impact such performance has on the following success factors with respect to Company: (i) (ii) (iii) (iv) Success factor; Success factor; Success factor; Success factor;
(d) Change in Control Bonus . Executive will be eligible a bonus (the “Change in Control Bonus ”) in an amount determined in accordance with Section 3(e) of this Agreement, in lieu of any other bonus that Executive may be eligible for under the terms of this Agreement. A “Change in Control” is defined, for purposes of this Agreement, as any of the following: (i) The investment of significant capital into Company that results in the CEO receiving a distribution in payment for all of the CEO’s Company Equity and the CEO relinquishes full ownership and control of Company to an independent person, entity, organization, or other company not affiliated with the CEO, including but not limited to the CEO’s spouse, family member, family trust, or other company controlled by the CEO (a “Liquidation Event”). (ii) Company; (iii) Sale of substantially all of the assets or stock of Company whether through merger, acquisition, reorganization, or consolidation (“Sale”); or (e) Calculation of Change in Control Bonus. For purposes of determining any Change in Control Bonus payable to Executive pursuant to Section 3(d) of this Agreement, which Change in Control Bonus will be subject to Executive’s execution and submission of a release and waiver of all claims and causes of action related to his employment by Company, in 3 Successful initial public offering (“IPO”) of
the event a Change in Control occurs, a Change in Control Bonus will be paid to Executive as follows: (i) Liquidation Event. In the event of a Liquidation Event the Executive will receive a Change in Control Bonus calculated as set forth in this Section 3(e)(i) and payable in cash (in a lump sum or installments) or in Company Equity (computed based on the preLiquidation Event valuation) as determined by the CEO or the Investor, in their sole discretion and subject to the terms and conditions relating to continued employment imposed on such receipt by the Company’s Board of Advisors (“Board”) or the Investor. 1) If the Liquidation Event results in a Company value as of the date on which the Liquidation Event occurs (the “Liquidation Date”) of at least $____ million but less than $____ million, Executive will receive a Change in Control Bonus of $____,____; (ii) IPO. In the event of an IPO, and subject to any conditions relating to continued employment imposed by the investment banker(s) underwriting the IPO, if Company: 1) raises $____ million or more, but less than $____ million in the IPO, on the date such dollar threshold is met (“IPO Date”), Executive will receive either a $____,____ cash payment, payable in a single lump sum or installments, or $____,____ in Company equity, all at the sole discretion of the CEO; Sale. In the event of a Sale, if Company: 1) is sold for $____ million or more, but less than $____ million, on the closing date of such sale (“Sale Date”), Executive will receive either a $____,____ cash payment, payable in a single lump sum or installments, or $____,____ in Company equity, all at the sole discretion of the CEO; (iii) If a Change in Control occurs and Executive is paid his Change in Control Bonus in Company Equity pursuant to Section 3(e) above, Executive will be fully vested with respect to such Company equity on the Liquidation, IPO, or Sale Date. In the case of an IPO, vesting is subject to any conditions of the investment banker underwriting the IPO. If a Change in Control event occurs and Executive receives a cash payment pursuant to Section 3(e) above, Executive will receive such cash payment on the Liquidation, IPO, or Sale Date, so long as Executive remains employed with the surviving company for 1 year after such date, unless the surviving company waives such requirement. Any valuation determination of Company will be conducted by an independent licensed business valuation appraiser. In no event will Executive be entitled to both Company equity and a cash payment if any Change in Control event occurs. 4
Executive shall devote his full business time and attention to the performance of his duties and responsibilities under this Agreement. life. Termination of Employment. conditions and restrictions of the respective plans and programs.4. (c) Subject to the CEO’s prior approval. subject to the Company’s generally applicable policies relating to paid time off. At any time during the term of this 5 . including without limitation the delivery of healthcare services and services related thereto.g. Fringe Benefits. (ii) involve any existing Company client. Executive may engage in professional activities outside of Executive’s position as CXX of the Company. including travel. and 2 personal days. (b) For each year Executive is employed by Company. sick leave or other benefit plans or programs made available to any similarly-situated executive of Company as long as the plans and programs are kept in force by Company and provided that Executive meets the eligibility requirements and other terms. Executive will make travel arrangements at least 14 days in advance and make such arrangements at the lowest cost to Company (e. so long as such activities do not directly or indirectly: (i) relate to the healthcare industry generally. low-cost lodging and rental car service). Executive will be reimbursed for all reasonable and necessary business expenses. accident or disability insurance. 5 sick days. Executive will be entitled to 3 weeks paid vacation. or (v) interfere with the performance of the Executive’s duties and responsibilities for the Company. 5. and rental car incurred by Executive in connection with the performance of Executive's duties hereunder upon receipt of documentation therefor in accordance with Company's regular travel and reimbursement procedures and practices in effect from time to time as adopted by the Board. Full time and Attention. (iii) compete with Company. (d) Company will provide Executive with a Company cell phone and/or blackberry. which Executive will use solely in connection with the performance of Executive's duties hereunder. To the extent practicable. (iv) damage the Company’s reputation. Executive shall be entitled to all benefits and perquisites afforded any similarly-situated executive of the Company on comparable terms and subject to the terms and conditions of any applicable plan or program. including but not limited to the benefits set forth below (the "Fringe Benefits") during the Term: (a) Executive will be eligible to participate in any health. as well as the usual Company holidays. Outside Activities. lodging. 6.
Agreement, Company may terminate Executive’s employment hereunder in accordance with the terms and conditions of this Section 6. The last day of Executive’s employment will be treated as a qualifying event under the Consolidate Omnibus Reconciliation Act of 1985 (“COBRA”), and Executive will receive COBRA information separately. (a) Death. In the event Executive dies during the Term, Executive’s employment with Company will terminate as of the date of Executive’s death, and Company pay Executive’s heirs, administrators or executors any earned but unpaid Base Salary, less all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions through the last date of Executive’s employment with Company and will have no further obligations or liability to Executive or his Executive’s heirs, administrators or executors with respect to compensation and benefits under this Agreement or otherwise. (b) Disability. In the event that, during the term of this Agreement, Executive is prevented from performing the essential functions of his positions and duties hereunder by reason a of Disability (as defined below) Executive’s employment with Company will terminate effective as of the date the existence of such Disability is determined by the Company. Company pay Executive any earned but unpaid Base Salary less all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions through the last date of Executive’s employment with Company and will have no further obligations or liability to Executive with respect to compensation and benefits under this Agreement or otherwise. For purposes of this Agreement, “Disability” will mean a physical or mental disability that prevents the performance by Executive, even with reasonable accommodation, which does not impose undue hardship on Company, of the essential functions of his position or duties hereunder for a period of not less than an aggregate of 3 months during any 12 consecutive month period. (c) Termination by Company for Cause. Company may, in the sole discretion of the CEO, terminate Executive's employment relationship with Company at any time for Cause. For purposes of this Agreement, "Cause" will mean the occurrence of one or more of the following; regardless of whether such conduct causes the Company economic injury: (i) Any act or omission on the part of Executive involving Executive's gross negligence, gross or willful misconduct, or recklessness ; (ii) this Agreement; Executive's material breach of any of the terms of
(iii) Executive's violation of any rule, regulation, policy or plan governing Executive’s performance, or any reasonable express directive of the Board or the CEO; (iv) Executive's conviction of, or entry of a plea of guilty or nolo contendere to, a felony; or of a misdemeanor involving fraud or any dishonesty; (v) Executive's abuse of legal or illegal drugs, abuse of other controlled substances, or habitual intoxication; or (vi) any act or omission on the part of Executive, which causes damage to the Company’s reputation. Upon termination of Executive’s employment for Cause, Company shall pay Executive any earned but unpaid Base Salary, less all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions through the last date of Executive’s employment with Company and will have no further obligations or liability to Executive with respect to compensation and benefits under this Agreement or otherwise. (d) Termination by the Company Without Cause. In the event the Company terminates the Executive’s employment without Cause during the first 90 days of the Initial Term (the “Probationary Period”), the Company shall pay Executive any earned but unpaid Base Salary, less all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions through the last date of Executive’s employment with Company and will have no further obligations or liability to Executive with respect to compensation and benefits under this Agreement or otherwise. In the event the Company terminates the Executive’s employment without Cause after the Probationary Period, subject to the Executive’s execution and submission of a release and waiver of all claims and causes of action related to his employment by the Company, (i) Company shall pay Executive any earned but unpaid Base Salary, (ii) a severance payment equal to one year of Executive’s Base Salary, payable in a single lump sum or installments, at the CEO’s discretion, (iii) the vesting of any unvested Bonus Equity shall be accelerated and such Bonus Equity shall immediately become fully vested; and (iv) provided that the Executive makes a qualifying election for COBRA continuation coverage, Company will reimburse Executive for (or pay directly, in its discretion) the monthly premiums for such coverage up to the amount that Company paid for Executive’s health insurance premiums when Executive was actively employed by Company. All payments of compensation under this Section 6(d) shall be made after deductions for all applicable taxes, including income tax, FICA, and FUTA, and other appropriate deductions through the last date of Executive’s employment
with Company. (e) Termination by Executive. If the Executive wishes to resign his employment for any reason, he shall give the Company at least 60 days notice of termination of his employment and shall specifically identify in his notice of resignation his last date of employment; provided, however, that the Company may waive all or part of such notice and designate an earlier date as his last date of employment, in its sole discretion. Upon termination of Executive’s employment by the Executive under this Section 6(e), Company shall pay Executive any earned but unpaid Base Salary, less all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions through the last date of Executive’s employment with Company and will have no further obligations or liability to Executive with respect to compensation and benefits under this Agreement or otherwise. 7. Confidentiality, Non-Competition and Non-Solicitation Agreement. Executive will enter into a Confidentiality, Non-Competition and Non-Solicitation Agreement with Company in the form attached hereto as Exhibit A, which must be executed and submitted concurrently with this Agreement. Company will be entitled to equitable relief, including injunctive relief and specific performance as against Executive, for Executive’s threatened or actual breach of the Confidentiality, Non-Competition and NonSolicitation Agreement referenced in this Section 7, as money damages for a breach thereof would be incapable of precise estimation, uncertain, and an insufficient remedy for an actual or threatened breach of the Confidentiality, Non-Competition and Non-Solicitation Agreement. Executive and Company agree that any pursuit of equitable relief in respect of the Confidentiality, Non-Competition and Non-Solicitation Agreement referenced in this Section 7 will have no effect whatsoever regarding the continued viability and enforceability of Section 8 of this Agreement. 8. Dispute Resolution. Executive and Company agree that any dispute or claim, whether based on contract, tort, discrimination, retaliation, or otherwise, relating to, arising from, or connected in any manner with this Agreement or with Executive’s employment with Company, except for an action by either party for injunctive relief, will be resolved exclusively through final and binding arbitration under the auspices of the American Arbitration Association (“AAA”). The arbitration will be held in Las Vegas, Nevada. The arbitration will proceed in accordance with the National Rules for the Resolution of Commercial Disputes of the AAA in effect at the time the claim or dispute arose, unless other rules are agreed upon by the parties. The arbitration will be conducted by one arbitrator who is a member of the AAA, unless the parties mutually agree otherwise. The arbitrator will have jurisdiction to determine any claim, including the arbitrability of any claim submitted. The arbitrator may grant any relief authorized by law for any properly established claim. The interpretation and enforceability of this 8
paragraph of this Agreement will be governed and construed in accordance with the United States Federal Arbitration Act, 9. U.S.C. § 1, et seq. More specifically, the parties agree to submit to binding arbitration all claims for unpaid wages or benefits, or for alleged discrimination, harassment, or retaliation, arising under Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the National Labor Relations Act, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Family and Medical Leave Act, the Fair Labor Standards Act, Sections 1981 through 1988 of Title 42 of the United States Code, COBRA, and any other federal, state, or local law, regulation, or ordinance, and any common law claims, claims for breach of contract, or claims for declaratory relief. Executive and Company acknowledge that the purpose and effect of this paragraph is solely to elect private arbitration in lieu of any judicial proceeding that might otherwise be available in the event of a dispute between them. Therefore, Executive and Company hereby waive any rights to have any dispute, other than a request for injunctive relief, heard by a court or jury, as the case may be, and agree that the exclusive procedure to redress any such dispute will be arbitration. 9. Prior Agreements. Executive represents to Company that there are no restrictions, agreements or understandings, oral or written, to which Executive is a party or by which Executive is bound that prevent or make unlawful Executive’s execution or performance of this Agreement. 10. Notice. For purposes of this Agreement, notices and all other communications provided for in this Agreement or contemplated hereby will be in writing and will be deemed to have been duly given when personally delivered, delivered by a nationally recognized overnight delivery service or when mailed United States Certified or registered mail, return receipt requested, postage prepaid, and addressed as follows: If to Company: COMPANY NAME [Address] [City, State, Zip] Attn: ______________ If to Executive: EXECUTIVE NAME [Address] [City, State, Zip] Attn: ______________ 11. Company Property. All devices, records, data, notes, reports, 9
invalid. Each party assumes the risk of any misrepresentation or mistaken understanding or belief relied upon by him or it in entering into this Agreement. invalid. material. (g) Entire Agreement. This instrument constitutes the entire 10 . customer or client information and records. retaining no copies. or any other materials or data of any kind furnished to Executive by the Company or developed by Executive on behalf of the Company or at the Company’s direction or for the Company’s use or otherwise in connection with Executive’s employment hereunder. computer programs. The Executive’s obligations under this Agreement are personal in nature and may not be assigned by the Executive to any other person or entity. price lists or information. such illegality.proposals. business records. (c) Non-waiver. including. The Executive and the Company independently have made all inquiries regarding the qualifications and business affairs of the other which either party deems necessary. all provisions of this Agreement are declared to be severable. Upon termination. invalidity. Miscellaneous. data processing reports. software. will be governed by and construed in accordance with the internal laws of the State of ___________. including in each case all copies thereof in any medium. To this end. are and will remain the sole property of the Company. without limitation. samples. without giving effect to the conflicts of law principles of any jurisdiction. lists. Executive will immediately return all such Company property to the Company. All issues and disputes concerning. Any waiver or inaction by Company or Executive for any breach of this Agreement will not be deemed a waiver of any subsequent breach of this Agreement. Executive and Company agree that if any provision of this Agreement is deemed to be illegal. relating to. or arising out of this Agreement and from Executive’s employment by Company. correspondence. or unenforceability will not affect any other provision of this Agreement that can be given effect in the absence of the illegal. (a) Governing Law. (f) Assignment. equipment. Each party has participated fully and equally in the negotiation and drafting of this Agreement. (e) Understanding. the construction and interpretation of this Agreement. 12. or unenforceable provision of application. or unenforceable for any reason. including computer diskettes and other forms of information storage. The Executive affirms that he fully understands this Agreement’s meaning and legally binding effect. (b) Severability.
A counterpart transmitted via facsimile. or agreements. they form no part of this Agreement and shall not affect its interpretation. (i) Section Headings. feminine or neuter. negotiations. as the context indicates is appropriate IN WITNESS WHEREOF. will constitute sufficient proof of the parties’ entry into this Agreement. This Agreement may be amended only by a writing signed by Company and Executive. and any other gender. (h) Counterparts. shall be deemed and construed to include any other number. This Agreement may be executed in counterparts. regardless of the number and gender specifically used. [EXECUTIVENAME] ___________________________ [Name] [COMPANY NAME] By: Name: Title: ___________________________ Date Date 11 . Etc. Words used herein. (j) Gender. this Agreement should be given its plain meaning. Company and Executive have executed this Employment Agreement as of the day and year written below. The parties agree to execute any further or future documents which may be necessary to allow the full performance of this Agreement. oral and written. When signed by all parties. singular or plural. regarding the subject matter of this Agreement. and all executed counterparts.Agreement between the parties regarding its subject matter. when taken together. this Agreement supersedes and nullifies all prior or contemporaneous conversations. In any future construction of this Agreement. The Section headings in this Agreement are for convenience only. masculine.
without the prior written consent of the Company. 20___ and entered into contemporaneously with this Confidentiality Agreement (“Employment Agreement”) and in view of the confidential position to be held by you as a key employee of the Company. Non-Competition. of if the Company otherwise requests. training methods and materials. the “Company”). any fact or information which was disclosed to or developed by you during the course of performing services for. You hereby agree. including products. financial information. future customers. or receiving training from. investors. Non-Competition. except in the event of a Liquidation Event or IPO. technical. and for other good and valuable consideration. the term “Confidential Information” means information contained in the Employment Agreement. both during the period while you are performing services for the Company and after the termination of your provision of services to the Company for any reason or for no reason. trade or business secret or confidential or proprietary information of the Company or of any third party provided to you in the course of your employment with the Company. referral sources. reports. licensees. and the confidential nature and proprietary value of the information which the Company may share with you. and Non-Solicitation Agreement This Confidentiality. in consideration of the Company’s agreement to enter into an Employment Agreement with you effective [Date] _______. except in the course of performance of your duties for the Company or by court order. memoranda. (i) you will return to the Company all tangible Confidential Information and copies thereof (regardless how such Confidential Information or copies are maintained) and (ii) you will deliver to the Company any property of the Company which may be in your possession. affiliates or other. a __________ company (together with its present affiliates. Upon the termination of your provision of services to the Company. You will at all times. partners. future affiliates. sales prospects.Exhibit A [COMPANY NAME] AND AFFILIATED COMPANIES Confidentiality. licensors. as follows: 1. maintain in confidence and will not. the Company. the receipt and sufficiency of which are hereby acknowledged. by and between [Executive Name] ________________ (“you”) and [Company Name] . notes. use. information and facts concerning business plans. patients. records. client lists. suppliers. parents and subsidiaries. Confidential Information. materials. or other documents or photocopies of . but not limited to. or any other scientific. and Non-Solicitation Agreement (“Confidentiality Agreement”) is made effective as of [Date] __________ 20 ____. inventions. customers. As used in this Confidentiality Agreement. disclose or give to others any Confidential Information. and is not generally available to the public including.
entice or persuade or attempt to solicit. (ii) Either individually or on behalf of or through any third party. For purposes of this Confidentiality Agreement. or any business in which the Company may become engaged during your employment with the Company (the “Field of Interest”) within the states of ____________. The terms of this Section 1 will survive indefinitely any termination of your provision of services to the Company for any reason or for no reason. directly or indirectly. agent. and not in lieu of. for the purpose of competing in the Field of Interest with the Company. or any prospective patients. during the period in which you are employed by the Company and for a period of two (2) years following the last day on which you provide services to the Company (the “Term”). any statutory or other contractual or legal obligation that you may have relating to the protection of the Company’s Confidential Information. representative or in any other capacity. director. The terms of this Section 1 are in addition to. entice or persuade any other employees of or consultants to the Company to leave the services of the Company for any reason while any such person is providing services to the Company or within 6 months after any such person ceases providing services to the Company. or otherwise associate in any manner with. patients. directly or indirectly solicit. divert or appropriate or attempt to solicit. customers. namely the provision of healthcare services. a business will be deemed competitive with the Company if it engages in a line of business in the Field of Interest. (a) Except as otherwise specifically provided in this Confidentiality Agreement. you will not. engage in or have a financial interest in any business engaged in the current business of the Company. provided that nothing contained herein will preclude you from purchasing or owning stock in any such competitive business if such stock is publicly traded. employee. directly or indirectly. (iii) Either individually or on behalf of or through any third party. without the prior written consent of the Company: (i) In your personal capacity or on behalf of any other. referral sources or patrons with respect to which the Company has developed or made a presentation for the use or exploitation of products or processes in the Field of Interest (or similar offering of services). compete with the Company or own. either as principal. stockholder. solicit. customers. and provided that your holdings do not exceed 5% of the issued and outstanding capital stock of such business. . or any other states into which Company has commenced activities (the “Restricted Territory”).the same. 2. connected or employed by. consultant. divert or appropriate. any joint venture or collaborative research partners. or be concerned. referral sources or patrons of the Company. located within the Restricted Territory. Limitations on Competition and Solicitation. operate or control. manage.
3. then this section is intended to and will extend only for such period of time. If you are a party to any agreement which may be in conflict with this Confidentiality Agreement. you will not enter into any agreement either written or oral in conflict with this Confidentiality Agreement and will arrange to provide your services under this Confidentiality Agreement in such a manner and at times that your services will not conflict with your responsibilities under any other agreement. (a) This Confidentiality Agreement and the Employment Agreement set forth the entire agreement and understanding between you and the Company. in whole or part. except by an agreement in writing signed by . Miscellaneous. 4. (c) If any part of this Section 2 should be determined by a court of competent jurisdiction to be unreasonable in duration. in such area and with respect to such activity as is determined to be reasonable. or understanding or pursuant to any employment relationship you have at any time with any third party. directly or indirectly.(iv) Either individually or on behalf of or through any third party. please so indicate by identifying that agreement below your signature at the end of this Confidentiality Agreement and attaching a copy hereto. the relations between the Company and any vendor or supplier to the Company. This Confidentiality Agreement may not be modified or discharged. and (ii) the geographical scope of the provisions of this Section 2 is reasonable to you in light of the Company’s need to provide and market its services and develop and sell its products in a large geographic area in order to have a sufficient customer base to make the Company’s business profitable and in light of the limited restrictions on the type of employment prohibited herein compared to the types of employment for which you are qualified to earn your livelihood. geographic area. You hereby represent and warrant that you have no commitments or obligations inconsistent with this Confidentiality Agreement. No Conflicting Agreements. During the Term. or scope. interfere. arrangement. with or attempt to interfere with. (d) You will provide a copy of this Confidentiality Agreement to each prospective employer with whom you seek to be hired such that any future employer of yours will be on notice of your obligations under this Confidentiality Agreement. (b) You further recognize and acknowledge that (i) the types of employment which are prohibited by this Section 2 are reasonable in relation to the skills which represent your principal salable asset both to the Company and to your other prospective employers.
(g)Each party hereto represents and warrants that it or he has the full power and authority to enter into and perform this Confidentiality Agreement. the Company will have the right to specific performance and other injunctive and equitable relief. as applicable. promise. Notwithstanding the foregoing. The Company may assign its rights and obligations hereunder to any person or entity who succeeds to all or a substantial portion of the business of (i) the Company or its successors. agreement. or (ii) that aspect of the Company’s business in which you are principally involved. rule. the validity of the remaining provisions will not be affected. You agree that any breach of this Confidentiality Agreement may cause the Company substantial and irreparable harm and. such party will pay all of any other party’s costs and expenses resulting therefrom and/or incurred in enforcing this Confidentiality Agreement. (d) This Confidentiality Agreement will be governed by and interpreted in accordance with the laws of the State of Nevada. therefore. regulations. and each party knows of no law. (e) The provisions of this Confidentiality Agreement are necessary for the protection of the business and goodwill of the Company and are considered by the parties to be reasonable for such purpose. in addition to other remedies that may be available to the Company. assigns and heirs. this Confidentiality Agreement may not be assigned or otherwise transferred by you without the prior written consent of the Company.you and the Company. (b) This Confidentiality Agreement will be binding upon and inure to the benefit of the parties hereto and each party’s respective successors. (c) In accordance with and subject to Section 2(c) above. order. (f) Should any party breach this Confidentiality Agreement. (h)The parties hereto acknowledge and agree that this Confidentiality . and the rights and obligations of the parties hereto will be construed and enforced as if the Confidentiality Agreement did not contain the particular provision(s) held to be unenforceable. in the event of any such breach. in the event that any provision of this Confidentiality Agreement is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction. without regard to its provisions as to choice of law. in addition to all other remedies available at law or in equity. undertaking or other fact or circumstance which would prevent its or his full execution and performance of this Confidentiality Agreement. including legal fees and expenses.
will be construed fairly as to all parties hereto and not in favor of or against a party. extent or intent of this Confidentiality Agreement or any of its provisions each of which will be deemed an original. position or otherwise). describe or otherwise limit the scope.Agreement was the result of negotiation and. (k) This Confidentiality Agreement may be executed in one or more counterparts each of which will be deemed an original. Non-Competition and Non-Solicitation Agreement to be executed under seal as of the date first set forth above. but all of which together will constitute one and the same document. your obligations under this Confidentiality Agreement will not be affected by: any termination or interruption of your employment arrangement with the Company. (j) Subject to Section 2. IN WITNESS WHEREOF. (i) Section and other headings contained in this Confidentiality Agreement are for reference purposes only and are in no way intended to define. nor by any change in your relationship with the Company (whether as a result of change of title. interpret. regardless of which party was generally responsible for the preparation of this Confidentiality Agreement. and (ii) the terms and provisions of this Confidentiality Agreement. but all of which together will constitute one and the same instrument. as such: (i) the rule of construction to the effect that any ambiguities are resolved against the drafting party. [EXECUTIVE NAME] ___________________________ [Name] [COMPANY NAME] By: Name: Title: ___________________________ Date Date . the parties hereto have caused this Confidentiality.
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