Employment Agreement Template
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made and entered into as of [Effective Date] (the "Effective Date"), by and between [Employer Legal Name], a [State of Incorporation] [entity type] having its principal place of business at [Employer Address] (hereinafter referred to as the "Employer" or the "Company"), and [Employee Full Name], an individual residing at [Employee Address] (hereinafter referred to as the "Employee"). The Employer and the Employee are hereinafter sometimes referred to individually as a "Party" and collectively as the "Parties."
WHEREAS, the Employer is engaged in the business of [description of business] and desires to employ the Employee in the capacity hereinafter set forth, upon the terms and conditions contained herein;
WHEREAS, the Employee possesses the requisite skills, qualifications, and experience to render services to the Employer and desires to accept such employment upon the terms and conditions set forth below;
WHEREAS, the Parties wish to memorialize in writing the full and complete terms and conditions governing the employment relationship between them, and to supersede any and all prior understandings, representations, and agreements, whether oral or written, concerning the subject matter hereof;
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows.
Position and Duties
The Employer hereby engages and employs the Employee to render services in the capacity and position of [Job Title], and the Employee hereby accepts such employment, subject to and upon the terms and conditions hereinafter set forth.
The Employee shall report directly to [Supervisor Title] or to such other person as the Employer may, from time to time and in its sole and reasonable discretion, designate. The Employee's duties, responsibilities, and reporting lines may be modified by the Employer from time to time consistent with the Employee's position and the operational needs of the Company.
The Employee shall faithfully and diligently perform all duties customarily associated with the position of [Job Title], together with such additional duties, functions, and responsibilities as may reasonably be assigned to the Employee by the Employer, provided that such additional duties are commensurate with the Employee's skills, training, and position within the Company.
The Employee covenants and agrees to devote his or her full professional time, attention, energies, and best efforts to the performance of the Employee's duties hereunder and to the furtherance of the Employer's business interests. The Employee shall not, during the term of employment, engage in any other business activity, whether or not for gain, profit, or other pecuniary advantage, without the prior written consent of the Employer, except that the Employee may engage in passive personal investments and civic or charitable activities that do not materially interfere with the performance of the Employee's duties hereunder.
The Employee shall at all times observe and comply with all lawful policies, procedures, rules, regulations, codes of conduct, and directives of the Employer as may be in effect from time to time, including without limitation those set forth in the Employer's employee handbook, as the same may be amended, modified, or supplemented from time to time in the Employer's sole discretion.
The Employee shall act in a professional, ethical, and businesslike manner at all times, shall conduct himself or herself with the utmost integrity and good faith, and shall use his or her best efforts to promote and protect the reputation, goodwill, and business interests of the Employer.
The Employee acknowledges and agrees that the Employee occupies a position of trust and confidence with the Employer and owes fiduciary duties of loyalty, good faith, and fair dealing to the Employer throughout the duration of the Employee's employment hereunder.
Term and Commencement of Employment
The term of the Employee's employment under this Agreement shall commence on [Start Date] (the "Commencement Date") and shall continue thereafter until terminated by either Party in accordance with the provisions of this Agreement (the "Term").
Subject to the Probationary Period described herein and the termination provisions set forth below, the Employee's employment shall be on an at-will basis to the fullest extent permitted by applicable law, meaning that either the Employee or the Employer may terminate the employment relationship at any time, with or without cause and with or without notice, subject only to the notice requirements expressly set forth in this Agreement.
The Employee's obligation to commence employment on the Commencement Date is subject to the satisfactory completion of all pre-employment conditions, including without limitation the verification of the Employee's identity and legal right to work in the United States, the satisfactory completion of any background checks, reference checks, drug screenings, and such other inquiries as the Employer may lawfully require.
In the event that the Employee fails, for any reason, to commence employment on the Commencement Date, this Agreement shall, at the Employer's sole option, be deemed null and void ab initio and of no further force or effect, without liability to either Party.
Nothing contained in this Agreement shall be construed as creating any guarantee or representation of continued employment for any specific duration, nor shall anything herein be construed to limit either Party's right to terminate the employment relationship in accordance with the terms hereof.
The Employee represents and warrants that the Employee's acceptance of employment with the Employer and the performance of the Employee's duties hereunder will not conflict with or breach any agreement with, or obligation to, any third party, including without limitation any non-competition, non-solicitation, or confidentiality agreement with any prior employer.
Probationary Period
The first 90 (ninety) days of the Employee's employment hereunder shall constitute a probationary period (the "Probationary Period") during which the Employer shall evaluate the Employee's performance, conduct, skills, suitability, and overall fitness for the position for which the Employee has been engaged.
During the Probationary Period, either Party may terminate the employment relationship at any time, with or without cause, upon written notice to the other Party, and such termination shall not require the two (2) week notice period otherwise applicable under this Agreement following the completion of the Probationary Period.
In the event of termination of employment during or at the conclusion of the Probationary Period, the Employee shall be entitled to receive all compensation accrued and unpaid through the effective date of termination, together with any benefits mandated by applicable law, but shall not be entitled to any severance pay, bonus, or other post-termination compensation except as expressly required by law.
The Employer may, in its sole and absolute discretion, extend the Probationary Period for an additional period of up to 90 (ninety) days by written notice to the Employee delivered prior to the expiration of the initial Probationary Period, where additional time is reasonably necessary to evaluate the Employee's performance or suitability.
During the Probationary Period, the Employee shall be entitled to receive the base salary and such other benefits as are expressly provided herein, except that eligibility for certain benefits may be contingent upon the successful completion of the Probationary Period in accordance with the applicable benefit plan documents and the Employer's policies.
Upon the successful completion of the Probationary Period, the Employee's employment shall continue upon the terms and conditions set forth in this Agreement, and the Employee shall thereafter be entitled to all rights, benefits, and protections afforded to regular full-time employees of the Employer.
Place of Work and Hours of Service
The Employee's principal place of work shall be the Employer's offices located at [Office Address], or such other location within reasonable commuting distance as the Employer may designate from time to time. The Employee acknowledges that the performance of the Employee's duties may require occasional travel to other locations, both domestic and international, as may be reasonably necessary.
The Employee shall be a full-time, exempt employee and shall perform services for a minimum of 40 (forty) hours per week, during the Employer's normal business hours of [Business Hours], Monday through Friday, excluding recognized public holidays.
The Employee acknowledges that the nature of the Employee's position may, from time to time, require the Employee to work hours in excess of the standard work week, including evenings and weekends, in order to meet the demands of the Employer's business and to properly discharge the Employee's duties, and the Employee agrees to work such additional hours as may reasonably be required, without additional compensation beyond the base salary set forth herein.
The Employer may, in its sole discretion and in accordance with its established policies, permit the Employee to perform work remotely on a periodic or regular basis, provided that any such remote work arrangement shall be subject to the Employer's prior written approval and such terms and conditions as the Employer may establish.
The Employee shall comply with all workplace rules, health and safety regulations, security protocols, and other operational policies of the Employer as may be in effect from time to time at any location where the Employee performs services.
The Employer reserves the right to require the Employee to relocate his or her principal place of work to another location, subject to reasonable advance notice and such relocation assistance, if any, as the Employer may elect to provide in accordance with its then-current policies.
Compensation and Payment Schedule
In consideration of the services to be rendered by the Employee hereunder, the Employer shall pay to the Employee a base salary at the annual rate of $[Annual Salary Amount] (the "Base Salary"), payable in substantially equal installments on a biweekly basis in accordance with the Employer's regular payroll practices.
All payments of Base Salary and other compensation hereunder shall be subject to such withholdings, deductions, and offsets as may be required or permitted by applicable federal, state, and local laws, including without limitation withholdings for income taxes, social security, Medicare, and other taxes and legally mandated deductions.
The Employee's Base Salary shall be reviewed periodically, no less frequently than annually, by the Employer, and may be adjusted upward or, where legally permissible, otherwise modified, in the Employer's sole discretion based upon the Employee's performance, the Employer's financial condition, market conditions, and such other factors as the Employer may deem relevant.
The Employee may be eligible to receive discretionary bonuses, incentive compensation, or other performance-based awards from time to time, as determined by the Employer in its sole and absolute discretion. The Employee acknowledges that any such additional compensation is wholly discretionary and that no such additional compensation shall be deemed earned or payable unless and until expressly awarded in writing by the Employer, and the Employee must be actively employed by the Employer on the date of payment to be entitled thereto.
All compensation shall be paid by direct deposit to a bank account designated by the Employee, or by such other method as the Employer may establish as its standard payroll practice from time to time.
The Employer shall have the right to recover from the Employee, through payroll deduction or otherwise, any overpayments of compensation or benefits, to the extent permitted by applicable law.
The Employee acknowledges and agrees that the Base Salary provided herein constitutes full and complete compensation for all services rendered by the Employee to the Employer, including services rendered during any hours worked in excess of 40 (forty) per week, and that the Employee is not entitled to any additional compensation of any kind except as expressly provided in this Agreement.
Employee Benefits
During the Term, the Employee shall be eligible to participate in such employee benefit plans, programs, and arrangements as the Employer may from time to time maintain for the benefit of its full-time employees generally, including without limitation group medical, dental, vision, life, and disability insurance plans, and any retirement or savings plans, subject in all cases to the terms, conditions, and eligibility requirements of the applicable plan documents.
The Employee's participation in and entitlement to benefits under any such plan shall be governed exclusively by the terms of the applicable plan documents, which may be amended, modified, suspended, or terminated by the Employer at any time, in its sole discretion, in accordance with their terms and applicable law.
The Employer reserves the unrestricted right, in its sole and absolute discretion, to add, modify, suspend, replace, or terminate any employee benefit plan, program, or arrangement at any time, without the consent of the Employee and without any obligation to provide any substitute or replacement benefit.
Nothing in this Agreement shall be construed to confer upon the Employee any vested right or entitlement to any particular benefit or level of benefits, except as expressly provided in the applicable plan documents or as required by law.
To the extent any benefit requires employee contributions, premiums, co-payments, or other out-of-pocket expenses, the Employee shall be solely responsible for such amounts, which may be deducted from the Employee's compensation to the extent permitted by law.
The Employee shall be eligible for all legally mandated benefits, including without limitation workers' compensation insurance, unemployment insurance, and such other benefits as are required under applicable federal, state, and local laws.
Paid Time Off and Holidays
Commencing upon the Employee's successful completion of the Probationary Period, the Employee shall be entitled to accrue paid vacation at the rate of 15 (fifteen) business days per calendar year, prorated for any partial year of employment. Vacation time shall accrue ratably over the course of the calendar year in accordance with the Employer's standard accrual practices.
The Employee shall also be entitled to paid time off on all public holidays officially observed by the Employer, which shall include, at a minimum, those federal holidays customarily observed in the Employer's industry and such additional holidays as the Employer may designate from time to time.
All paid vacation time must be scheduled in advance, subject to the Employer's prior approval, which approval shall not be unreasonably withheld, taking into account the Employer's business needs, staffing requirements, and the timing of requests from other employees.
Unused vacation days may be carried over from one calendar year to the next only to the extent expressly permitted by the Employer's then-current vacation policy or as required by applicable law. Any vacation time not used or carried over in accordance with such policy shall be forfeited, except where forfeiture is prohibited by applicable law.
Upon termination of employment for any reason, the Employee shall be entitled to payment for any accrued but unused vacation time, calculated at the Employee's then-current Base Salary rate, only to the extent required by applicable law or the Employer's written policy then in effect.
The Employee shall also be entitled to such sick leave, bereavement leave, jury duty leave, military leave, family and medical leave, and other leaves of absence as are required by applicable federal, state, and local laws, and as may be provided under the Employer's established policies then in effect.
Vacation and other leave entitlements shall be administered in accordance with the Employer's written policies, which may be amended from time to time in the Employer's sole discretion, provided that no such amendment shall reduce the Employee's rights below those required by applicable law.
Expense Reimbursement
The Employer shall reimburse the Employee for all reasonable, necessary, and documented business expenses incurred by the Employee in the proper performance of the Employee's duties hereunder, subject to the Employer's expense reimbursement policies in effect from time to time.
To be eligible for reimbursement, the Employee must submit a request for reimbursement, together with original receipts and such other supporting documentation as the Employer may require, within [number] days following the date on which the expense was incurred, or within such other period as the Employer's policy may specify.
The Employer reserves the right, in its sole discretion, to deny reimbursement for any expense that is not reasonable, necessary, properly documented, or in compliance with the Employer's expense policy, or that was incurred without any required prior approval.
The Employee shall obtain the prior written approval of the Employer before incurring any expense in excess of $[Amount], or any expense of a type requiring pre-approval under the Employer's expense policy.
All travel undertaken on behalf of the Employer shall be arranged in accordance with the Employer's travel policy, including without limitation requirements as to class of travel, lodging, and permissible meal expenses.
Any amounts advanced to the Employee for anticipated business expenses shall be fully accounted for by the Employee within a reasonable time, and any unused portion shall be promptly returned to the Employer.
The Employee shall not use any Employer-issued credit card, account, or other payment mechanism for any personal expense, and shall promptly reimburse the Employer for any personal expenses charged thereto, whether inadvertently or otherwise.
Confidentiality and Non-Disclosure
The Employee acknowledges that, in the course of the Employee's employment, the Employee will have access to and become acquainted with confidential and proprietary information of the Employer, including without limitation trade secrets, business plans, financial information, customer and client lists and data, supplier information, pricing information, marketing strategies, product designs, software, source code, know-how, research and development, personnel information, and other non-public information relating to the business, operations, affairs, or prospects of the Employer or its affiliates, customers, or business partners (collectively, "Confidential Information").
The Employee covenants and agrees that, both during the Term and at all times thereafter, the Employee shall hold all Confidential Information in strictest confidence and shall not, directly or indirectly, use, disclose, publish, reproduce, distribute, or disseminate any Confidential Information, except as required in the proper performance of the Employee's duties for the Employer or as expressly authorized in writing by the Employer.
Confidential Information shall not include information that (i) is or becomes generally known to the public through no breach of this Agreement by the Employee, (ii) was lawfully in the Employee's possession prior to the commencement of employment and not subject to any obligation of confidentiality, or (iii) is required to be disclosed by law, court order, or other governmental authority, provided that the Employee shall, to the extent legally permissible, give the Employer prompt written notice of such requirement to afford the Employer an opportunity to seek a protective order or other appropriate relief.
The Employee shall take all reasonable precautions to safeguard the Confidential Information from unauthorized access, use, or disclosure, and shall comply with all policies, procedures, and security measures established by the Employer for the protection of Confidential Information.
Upon the termination of the Employee's employment for any reason, or at any earlier time upon the request of the Employer, the Employee shall promptly return to the Employer all documents, materials, records, equipment, electronic files, and other property of the Employer in the Employee's possession, custody, or control, together with all copies, excerpts, and derivatives thereof, and shall permanently delete any Confidential Information stored on the Employee's personal devices or accounts.
Nothing in this Agreement shall be construed to prohibit the Employee from making disclosures that are protected under applicable whistleblower laws, including without limitation reporting possible violations of law to governmental agencies or entities, or from exercising any other rights that cannot lawfully be waived by agreement.
The Employee's obligations under this Section shall survive the termination of this Agreement and the Employee's employment, without limitation as to time, with respect to trade secrets, and for a period of [number] years with respect to other Confidential Information.
Intellectual Property and Work Product
The Employee acknowledges and agrees that all inventions, discoveries, designs, developments, improvements, concepts, ideas, works of authorship, software, source code, documentation, data, databases, know-how, trade secrets, and other work product, whether or not patentable or copyrightable (collectively, "Work Product"), conceived, created, developed, or reduced to practice by the Employee, either alone or jointly with others, during the Employee's employment with the Employer, and that (i) relate to the business of the Employer or its actual or anticipated research or development, or (ii) result from any work performed by the Employee for the Employer, or (iii) are developed in whole or in part using the Employer's equipment, supplies, facilities, Confidential Information, or time, shall be the sole and exclusive property of the Employer.
All Work Product that constitutes copyrightable subject matter shall be deemed "work made for hire" within the meaning of applicable copyright laws, and the Employer shall be deemed the sole author thereof. To the extent any such Work Product does not qualify as a work made for hire, the Employee hereby irrevocably assigns, transfers, and conveys to the Employer, without further consideration, all right, title, and interest in and to such Work Product, including without limitation all patent, copyright, trademark, trade secret, and other intellectual property rights therein, throughout the world and in perpetuity.
The Employee shall promptly and fully disclose to the Employer all Work Product in writing, and shall, at the Employer's request and expense (whether during or after employment), execute all documents and perform all acts reasonably necessary to perfect, evidence, enforce, register, or otherwise establish the Employer's ownership of the Work Product and the intellectual property rights therein.
The Employee hereby irrevocably appoints the Employer and its duly authorized officers and agents as the Employee's agent and attorney-in-fact to execute and file any such documents on the Employee's behalf, in the event the Employee is unable or unwilling to do so, this appointment being coupled with an interest.
The Employee hereby waives, to the extent permitted by applicable law, all moral rights and rights of attribution and integrity in and to any Work Product.
The Employee represents that the Employee has disclosed in writing to the Employer, prior to the execution of this Agreement, all inventions, works of authorship, and other intellectual property owned by the Employee prior to the commencement of employment that the Employee wishes to exclude from the operation of this Section. Any such pre-existing intellectual property not so disclosed shall be deemed to have been created during the Employee's employment and shall be subject to the assignment provisions hereof.
The Employee acknowledges that this Section is intended to apply only to the fullest extent permitted by applicable law, and shall not apply to any invention for which no equipment, supplies, facility, or trade secret information of the Employer was used and which was developed entirely on the Employee's own time, unless such invention relates to the business of the Employer or its actual or demonstrably anticipated research or development, or results from any work performed by the Employee for the Employer.
Representations and Warranties
The Employee represents and warrants to the Employer that: (i) the Employee has the full right, power, legal capacity, and authority to enter into this Agreement and to perform the Employee's obligations hereunder; (ii) the execution and performance of this Agreement does not and will not violate any agreement, obligation, judgment, order, or decree to which the Employee is a party or by which the Employee is bound; (iii) the Employee is not subject to any non-competition, non-solicitation, confidentiality, or other restrictive covenant that would impair the Employee's ability to perform the duties contemplated hereunder.
The Employee further represents and warrants that the Employee is legally authorized to work in the United States and shall provide to the Employer, within the timeframes required by law, all documentation necessary to verify such eligibility.
The Employee represents and warrants that all information provided by the Employee to the Employer in connection with the Employee's application for employment, including without limitation information contained in the Employee's resume, application, and interviews, is true, accurate, and complete in all material respects, and that the Employee has not omitted any material information that would reasonably be expected to influence the Employer's decision to employ the Employee.
The Employee covenants that the Employee shall not, in the performance of the Employee's duties hereunder, use or disclose any confidential or proprietary information belonging to any former employer or other third party, nor bring onto the Employer's premises any unpublished documents or property belonging to any such third party without the prior written consent thereof.
The Employer represents and warrants that it has the full corporate power, right, and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement has been duly authorized by all necessary corporate action.
The Employee acknowledges that the Employer has entered into this Agreement in reliance upon the representations and warranties set forth in this Section, and that any breach thereof shall constitute grounds for immediate termination of the Employee's employment for cause.
Termination of Employment
The Employee's employment hereunder is at-will to the fullest extent permitted by applicable law and may be terminated by either Party at any time, with or without cause and with or without reason, subject only to the notice requirements expressly set forth herein.
The Employer may terminate the Employee's employment immediately and without notice for Cause. For purposes of this Agreement, "Cause" shall mean (i) the Employee's material breach of this Agreement or any Employer policy; (ii) the Employee's willful misconduct, gross negligence, dishonesty, fraud, or embezzlement; (iii) the Employee's conviction of, or plea of guilty or no contest to, any felony or any crime involving moral turpitude; (iv) the Employee's material failure or refusal to perform the duties assigned by the Employer; (v) the Employee's violation of any law, rule, or regulation applicable to the Employer's business; or (vi) any other conduct that, in the Employer's reasonable judgment, is materially detrimental to the Employer's business, operations, reputation, or interests.
The Employee's employment shall terminate automatically upon the Employee's death. The Employer may also terminate the Employee's employment upon the Employee's inability, by reason of physical or mental incapacity, to perform the essential functions of the Employee's position, with or without reasonable accommodation, for a period of [number] consecutive days or [number] days in any twelve (12) month period, subject to applicable law.
Following the completion of the Probationary Period, either Party may terminate the Employee's employment without cause by providing the other Party with not less than two (2) weeks' prior written notice of such termination. The Employer may, in its sole discretion, elect to pay the Employee in lieu of all or any portion of such notice period, at the Employee's then-current Base Salary rate, in which case the Employee's employment shall terminate on such earlier date as the Employer may designate.
The Employee may resign from employment with the Employer at any time by providing the Employer with not less than two (2) weeks' prior written notice. During any notice period, the Employee shall continue to perform the Employee's duties diligently and professionally, and shall cooperate with the Employer in facilitating an orderly transition of the Employee's responsibilities.
The Employer reserves the right, during any notice period initiated by either Party, to place the Employee on paid leave, to restrict the Employee's access to the Employer's premises, systems, and personnel, and to reassign or suspend the Employee's duties, provided that the Employee shall continue to receive Base Salary during such period.
Termination of employment shall not relieve either Party of any obligation that has accrued prior to the effective date of termination, nor of any obligation that by its nature is intended to survive termination, including without limitation the obligations set forth in the sections of this Agreement relating to confidentiality, intellectual property, and post-termination obligations.
Notice and Final Compensation
Upon termination of the Employee's employment for any reason, the Employee shall be entitled to receive: (i) all accrued but unpaid Base Salary through the effective date of termination; (ii) reimbursement for all approved and documented business expenses incurred through such date; and (iii) payment for any accrued but unused vacation time, to the extent required by applicable law or the Employer's policy then in effect (collectively, the "Final Compensation").
Final Compensation shall be paid to the Employee in accordance with applicable law and the Employer's standard payroll practices, and in no event later than the deadlines required by applicable federal, state, or local law.
Except for the Final Compensation and such other post-termination benefits as may be expressly required by applicable law or the terms of any applicable benefit plan, the Employee shall not be entitled to any further compensation, severance pay, bonuses, incentive compensation, or other benefits from the Employer following the effective date of termination.
Any notice of termination shall be in writing and shall specify the effective date of termination. A notice of termination given by the Employer for Cause shall set forth, in reasonable detail, the grounds therefor.
The Employer may, as a condition of providing any discretionary severance pay or other post-termination benefits beyond those required by law, require the Employee to execute and deliver a general release of claims in a form acceptable to the Employer and to comply with such other reasonable conditions as the Employer may establish.
Upon termination, the Employee shall promptly return to the Employer all property of the Employer in the Employee's possession, custody, or control, including without limitation keys, access cards, equipment, documents, electronic devices, and all Confidential Information, in accordance with the Confidentiality and Non-Disclosure provisions of this Agreement.
Participation in any employee benefit plan shall cease as of the effective date of termination, except to the extent continuation of coverage is required by the terms of such plan or by applicable law, including without limitation any applicable health care continuation rights.
Post-Termination Obligations
Following the termination of the Employee's employment for any reason, the Employee shall continue to be bound by, and shall faithfully observe and perform, all obligations set forth in this Agreement that by their nature are intended to survive termination, including without limitation those relating to confidentiality, non-disclosure, intellectual property, and return of property.
For a period of [number] months following the termination of employment, the Employee shall not, directly or indirectly, on behalf of the Employee or any other person or entity, solicit, induce, or attempt to induce any employee, consultant, or independent contractor of the Employer to terminate his, her, or its relationship with the Employer, or to accept employment or engagement with any other person or entity.
For a period of [number] months following the termination of employment, the Employee shall not, directly or indirectly, on behalf of the Employee or any other person or entity, solicit, divert, or attempt to divert the business or patronage of any customer, client, or prospective customer or client of the Employer with whom the Employee had material contact or about whom the Employee obtained Confidential Information during the twelve (12) months preceding the termination of employment.
The Employee agrees that the restrictions set forth in this Section are reasonable and necessary to protect the legitimate business interests of the Employer, including the protection of its Confidential Information, customer relationships, workforce stability, and goodwill, and are not unduly burdensome upon the Employee. The Parties intend that these restrictions be enforced to the fullest extent permitted by applicable law.
The Employee shall not, at any time following the termination of employment, make, publish, or communicate to any person or entity any disparaging or defamatory statements, whether written, oral, or electronic, concerning the Employer, its affiliates, or any of their respective officers, directors, employees, products, services, or business practices; provided that this restriction shall not apply to truthful statements made in connection with legal proceedings or governmental investigations, nor to any statements protected by applicable law.
The Employee shall reasonably cooperate with the Employer, upon request, in connection with any investigation, litigation, arbitration, or other proceeding involving matters as to which the Employee has relevant knowledge arising from the Employee's employment, with the Employer reimbursing the Employee for reasonable out-of-pocket expenses incurred in connection therewith.
If any provision of this Section is found by a court or arbitrator of competent jurisdiction to be unenforceable by reason of its scope, duration, geographic area, or otherwise, such provision shall be deemed modified to the minimum extent necessary to render it enforceable, and shall be enforced as so modified.
Governing Law and Dispute Resolution
This Agreement, and all matters arising out of or relating to this Agreement or the Employee's employment with the Employer, shall be governed by and construed in accordance with the laws of the State of [Governing State], without regard to its conflict of laws principles that would require the application of the laws of any other jurisdiction.
The Parties shall endeavor in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof (each, a "Dispute"), through direct negotiation between representatives of the Parties with authority to settle the Dispute.
If any Dispute cannot be resolved through direct negotiation within thirty (30) days of written notice of the Dispute by one Party to the other, the Parties agree that such Dispute shall be submitted to final and binding arbitration, to be conducted in [City, State], before a single arbitrator, in accordance with the then-applicable rules of a mutually agreed arbitral forum, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Notwithstanding the foregoing, either Party may seek injunctive, equitable, or other provisional relief from a court of competent jurisdiction to prevent or restrain any breach or threatened breach of this Agreement, including without limitation any breach of the confidentiality, intellectual property, or post-termination obligations provisions hereof, without the necessity of posting a bond or other security and without resort to arbitration.
The Parties hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts located in [County, State] for the purpose of any judicial proceeding permitted hereunder, and waive any objection to such jurisdiction or venue on the grounds of forum non conveniens or otherwise.
In any action, arbitration, or other proceeding arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs, to the extent permitted by applicable law.
Each Party hereby irrevocably waives, to the fullest extent permitted by applicable law, any right to a trial by jury in any legal proceeding arising out of or relating to this Agreement or the Employee's employment.
Notices
All notices, requests, demands, consents, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given when (i) delivered personally, (ii) sent by nationally recognized overnight courier with tracking, (iii) sent by certified or registered mail, postage prepaid, return receipt requested, or (iv) sent by electronic mail with confirmation of receipt, to the respective addresses of the Parties set forth below or to such other address as either Party may designate from time to time by written notice given in accordance with this Section.
If to the Employer: [Employer Name], Attention: [Contact Name/Title], [Employer Address], Email: [Employer Email].
If to the Employee: [Employee Name], at the Employee's address and email on file with the Employer, or such other address as the Employee may designate in writing.
Notices delivered personally shall be deemed received on the date of delivery; notices sent by overnight courier shall be deemed received on the next business day following the date of deposit with the courier; notices sent by certified or registered mail shall be deemed received on the third business day following the date of deposit with the postal service; and notices sent by electronic mail shall be deemed received upon confirmation of receipt by the recipient.
Each Party shall promptly notify the other Party of any change in its address or other contact information for the purposes of this Section. Until such notice is received, communications sent to the last-known address shall be deemed valid and effective.
Miscellaneous Provisions
This Agreement, together with any policies, plans, and documents expressly referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating thereto.
No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No waiver by either Party of any breach of any provision hereof shall be deemed a waiver of any subsequent or similar breach.
If any provision of this Agreement, or the application thereof to any person or circumstance, is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to render it valid, legal, and enforceable while preserving its intent.
This Agreement is personal to the Employee and may not be assigned by the Employee without the prior written consent of the Employer. The Employer may assign this Agreement to any successor-in-interest, affiliate, or acquirer of all or substantially all of its business or assets without the Employee's consent. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors, and permitted assigns.
The headings used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof. Words importing the singular include the plural and vice versa, and words importing one gender include all genders.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means, including by facsimile or email in PDF format, or by electronic signature platform, shall be deemed to have the same force and effect as original signatures.
The rights and remedies of the Parties under this Agreement are cumulative and not exclusive of any rights or remedies that either Party may have at law or in equity.
Neither Party shall be deemed the drafter of this Agreement, and no rule of construction providing for interpretation against the drafting Party shall apply to the interpretation hereof.
The Employee acknowledges that the Employee has read this Agreement in its entirety, has had the opportunity to consult with legal counsel of the Employee's choosing, understands its terms and conditions, and voluntarily enters into this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Employment Agreement as of the Effective Date first above written.
EMPLOYER:
[Employer Legal Name]
By: ___________________________
Name: [Printed Name]
Title: [Title]
Date: ___________________________
EMPLOYEE:
___________________________
Name: [Employee Full Name]
Date: ___________________________