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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT, made on this    _____________   day of ___________________, 20 ________   , (�Effective Date�), by and between _______________________ (the �Company�), a  ______________________corporation with its principal place of business in ______________________________________ and _______________________ (the �Employee�), residing at _____________________________________________.

WHEREAS, for the term of this Agreement the Company wishes to obtain the services of Employee, and the Employee is willing to serve the Company upon the terms and conditions hereinafter provided.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto hereby agree as follows:

EMPLOYMENT

The Company hereby employs Employee to serve as its _____________________________, and Employee hereby accepts such employment by the Company, upon the terms and conditions herein provided.

DUTIES AND RESPONSIBILITIES

Employee shall perform the following duties and responsibilities: _____________________ _________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________.

TERM

This agreement shall commence on the Effective Date and shall continue in full effect, unless sooner terminated.

VACATION AND SICK LEAVE

Employee shall be entitled to __________________ number of paid vacations in consistent with existing Company policies.  Employee shall also be entitled to all paid holidays given by the Company to its Employees.

COMPENSATION

Employee shall receive an annual base salary at the rate of $_______________________. This salary shall be payable in substantially equal monthly installments. In addition to this, Employee is eligible to receive incentive compensation in accordance with the then-current incentive plan of the Company.

INVENTIONS

The Employee agrees that any and all processes, procedures, programs, discoveries, ideas, formulae, improvements, developments, technologies, designs, inventions (collectively "Inventions"), whether or not patentable or copyrightable, conceived, developed, invented, or made solely by the Employee, or jointly with others, during the term of this Agreement and the normal working hours of shall be the property of, and belongs to, the Company.

TERMINATION OF EMPLOYMENT

(a) Without cause, either party may terminate this Agreement at any time upon ____ days' written notice to the Employee. If requested by the Company, the Employee shall continue to perform his duties and shall receive salary up to the date of termination.

(b) The Company may terminate this Agreement for cause for any of the following events:

1. If Employee is convicted for an offence of felony or any act involving moral turpitude;

2. If Employee commits any act of theft, fraud, dishonesty or falsification of an employment record;

3. If Employee commits any breach of this Agreement which remains uncured for a period of 14 days following written notice of such breach ;

4. If Employee fails to perform reasonable assigned duties; and/or

5. If Employee improperly discloses Company�s confidential information;

6. If Employee commits any act which causes detrimental effect to Company�s reputation and business

NON-COMPETITION

For a period of two years following termination of this Agreement, the Employee shall not, directly or indirectly, through services to any partnership of which the Employee is a partner or Employee or through any corporation or other entity in which the Employee has any interest or by whom is employed, compete with the Company or any of its affiliates or subsidiaries, in any activity in which the Company or its affiliates or subsidiaries may have been engaged within five years prior to the termination of this Agreement.

NONDISCLOSURE

For and during the term of this Agreement and thereafter, Employee agrees to keep and maintain confidential all the �confidential information� of the Company, and Employee shall not use or disclose any such confidential information to any person, firm, corporation, or entity for any purpose not authorized by the Company unless the information becomes public through no fault on his part. The Employee understands that any breach of this provision, or that of any other Confidentiality and Non-Disclosure Agreement, is a material breach of this Agreement.�

�confidential information� shall include information disclosed to or known by Employee as a consequence of his employment with the Company (including information conceived, originated, discovered or developed by Employee) not generally known about the Company�s business, products, services and operations, including without limitation any trade secrets, know how, inventions, customer lists, discoveries and improvements and ideas, whether or not patentable or any other form of proprietary information of the Company. The obligations under this clause are continuing and shall not cease on termination of this Agreement.           

ILLNESS OR INCAPACITY

In the event that the Employee cannot perform the duties due to some illness or incapacity for a period of more than _____ weeks, the compensation otherwise due during said illness or incapacity will be reduced by _________________ %. The Employee's full compensation will be reinstated upon return to work. However, if the Employee is absent from work for any reason for a continuous period of over _____ months, the Company may terminate the Employee's employment, and the Company's obligations under this Agreement will cease on that date.  

DEATH

�Employee's employment hereunder shall terminate upon his death. Any sums due the Employee under this Agreement shall be paid to the Employee�s beneficiary at the next normal pay period after the date of Employee�s death. Any sums due the Employee under the Company�s Profit Sharing Plan shall be paid to the Employee�s beneficiary as provided by the terms of the Plan. After receiving such final payments, the Employee�s surviving spouse and/or his estate shall have no further rights under this Agreement.

GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the laws of the State of ___________________________.

MEDIATION AND ARBITRATION

Any controversy or claim arising out of or in relation to this Agreement or the validity, construction or performance of this Agreement, or the breach thereof, shall be resolved by arbitration in accordance with the rules of the American Arbitration Association (AAA) under its jurisdiction in the state of _____________________ before a single arbitrator.            

NOTICES

Any notice to be given hereunder by any party to the other, may be affected either by personal delivery in writing, or by mail, registered or certified, postage pre-paid with return receipt requested.� Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraphs of this Agreement, but each party may change their address by written notice in accordance with this paragraph.� Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of five (5) days after mailing.� The Employee agrees to keep the Company current as to their business and mailing addresses, as well as telephone, email and mobile numbers.

BINDING EFFECT AND ASSIGNMENT

This Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns and the Employee and his heirs and legal representatives.  This Agreement is personal as to Employee and may not be assigned by Employee without first obtaining the written consent of the Company. This Agreement may be assigned by the Company without the prior consent of Employee.

SEVERABILITY

The unenforceability of any provision or provisions of this Agreement shall not affect the enforceability of any other provision of this Agreement.If, for any reason, any provision of this agreement is held invalid, all other provisions of this agreement shall remain in effect. If this agreement is held invalid or cannot be enforced, then to the full extent permitted by law any prior agreement between the Company (or any predecessor thereof) and the Employee shall be deemed reinstated as if this agreement had not been executed.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year first above written.

_________________________________

�COMPANY� 

BY:______________________________

_________________________________

�EMPLOYEE�

BY:______________________________