This is an agreement between an employer and an employee outlining terms and
conditions of the employment, such as compensation and benefits. The agreement
contains a non-compete and non-solicitation provisions as well as a confidentiality
provision that prohibits the employee from disclosing the company’s confidential
information and two non-solicitation provisions that prohibit the employee from soliciting
the company’s customers and/or other employees for a period of time after termination.
This form contains both standard clauses and opportunities for the use of optional terms
and conditions making it fully customizable to fit the needs of the contracting parties.
This employment agreement should be retained by the human resources department
and kept in the employee’s personnel file.
Employment Contract for Manager or Executive
This agreement, dated as of _____, [Instruction: Insert date.] by and between ____,
[Instruction: Insert employee’s name.] having an address at ________ [Instruction: Insert
employee’s address.] (“Employee”) and _________, [Instruction: Insert company name.] a
_______ [Instruction: Insert corporate filing information including entity type and state.]
having a principal place of business located at _________ [Instruction: Insert company
principal place of business address.] (“Company”) (the “Agreement”).
WHEREAS the Employee and the Employer wish to enter into an employment agreement
governing the terms and conditions of employment;
THEREFORE, in consideration of the promises and mutual covenants and agreements
hereinafter contained, and for other good and valuable consideration (the receipt and sufficiency
of which is hereby acknowledged by the parties hereto), it is agreed by and between the parties
hereto as follows:
1. Term of Employment
The employment of the Employee shall commence the date hereof and continue for an
indefinite term until terminated in accordance with the provisions of this agreement.
2. Compensation and Benefits
In consideration of the services to be provided by him hereunder, the Employee, during
the term of his employment, shall be paid a base salary of $___ [Instruction: Insert
salary.] in equal semi-monthly installments, in arrears, less applicable statutory and
voluntary deductions. In addition, the Employee is entitled to receive benefits in
accordance with the Employer's standard benefit package, as amended from time to time.
[Comment: If additional or alternative compensation to be provided, including but
not limited to bonuses of any sort, vacation, sabbatical time, 401K match or other
profit sharing, please revise the language to reflect the applicable information,
including necessary vesting information. If stock options are being granted, same
should be fully discussed here.] Compensation and benefits will be reviewed annually.
Notwithstanding the foregoing, the Company may at any time determine it will pay
Employee any supplemental compensation, in a form of its choice, in its sole discretion.
[Comment: Company should consider including how these benefits will accrue and
whether same are payable upon termination.]
3. Duties and Responsibilities
The Employee shall be employed in the capacity of ___, [Instruction: Insert Employee
title.] the current duties and responsibilities of which are set out in Schedule A-Duties
and Responsibilities annexed hereto and forming part of this Agreement. These duties
and responsibilities, and the title given to Employee may be amended from time to time
in the sole discretion of the Employer, subject to formal notification of same being
provided to the Employee. Such duties shall only be increased beyond the scope of those
responsibilities reasonably related to the current duties in the following event: _____
[Instruction: Insert reasons why duties would be revised.]. Company will perform a
performance review at least annually, in accordance with Company policy.
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4. Location of Employment
The Employee will principally work at Company’s ____ [Instruction: Insert location of
employee’s office.] location. Employee will be expected to routinely work from this
location, however, occasional remote access will be permitted so long as Employee
continues best efforts to perform his duties as set forth hereunder. In such instance,
Company shall make best efforts to provide Employee with the necessary tools to permit
remote access. During any such times of remote access, Employee shall be available to
Company during his normal business hours. Employee will be expected to travel locally
at Company’s sole cost and expense, during normal business hours, at Company’s sole
discretion. [Comment: Revise as necessary to reflect accurate travel and location
information.]
5. Permitted Outside Activities
Employee shall devote his best efforts to performing his duties hereunder. While
employed by the Company, Employee neither shall perform the duties set forth hereunder
for any other entity, party or company other than Company except as otherwise provided
in this Agreement nor engage in any other professional activity that in any way interferes
with his duties hereunder, whether such activity is pursued for gain, profit or other
pecuniary advantage, unless he first acquires the Company’s prior written consent.
Nothing herein does or will be construed or interpreted to prevent Employee from
engaging in essentially passive investing (e.g. real estate, trading in securities or
commodities, etc.) for his own account as long as doing so does not adversely affect his
performance of his duties hereunder or if same is otherwise prohibited hereby or pursuant
to applicable law. Nothing herein does or will be construed or interpreted to prevent
Employee from drafting, submitting or publishing any white papers, whether same are or
may be paid work, or from engaging in social media events such as “blogging”, to the
extent same are permitted pursuant to the Company handbook. [Comment: Parties may
change this language to reflect the true agreement between the parties. Permitted
activities may include but are not limited to such activities as speaking engagements,
publishing or otherwise.]
6. Termination of Employment
The Employer may terminate the employment of the Employee at any time:
A. for just cause, in which case the Employee is not entitled to any advance notice of
termination or compensation in lieu of notice;
B. without just cause, in which case the Employer shall provide the Employee with
advance notice of termination or compensation in lieu of notice equal to: 1 month
plus 2 weeks per year of completed service with the Employer, to a maximum of
fifteen (15) months. [Comment: Revise the foregoing to reflect applicable
severance package. Company should note many severance packages are
common to the particular trade or position.]
The Employee may terminate his employment at any time by providing the Employer
with at least eight (8) weeks advance notice of his intention to resign.
7. Restrictive Covenant
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Following the termination of the Employee’s employment, the Employee shall, for a
period of one year following the said termination or voluntary withdrawal, within the
_____ [Instruction and Comment: Insert geographic area. Company may wish to
seek the advice of counsel experienced in restrictive covenants if this paragraph is to
be included, as various jurisdictions have ruled differently with respect to the scope
of restrictive covenants.] refrain from either directly or indirectly soliciting or
attempting to solicit the business of any client or customer of the Employer for his own
benefit or that of any third person or organization, and shall refrain from either directly or
indirectly attempting to obtain the withdrawal from the employment by the Employer of
any other Employee of the Employer having regard to the same geographic and temporal
restrictions.
8. Confidentiality
The Employee acknowledges that, in the course of performing and fulfilling his duties
hereunder, he may have access to and be entrusted with confidential information
concerning the present and contemplated financial status and activities of the Employer,
the disclosure of any of which confidential information to competitors of the Employer
would be highly detrimental to the interests of the Employer. The Employee further
acknowledges and agrees that the right to maintain the confidentiality of such information
constitutes a proprietary right which the Employer is entitled to protect. Accordingly, the
Employee covenants and agrees with the Employer that he will not, during the
continuance of this agreement, disclose any of such confidential information to any
person, firm or corporation, nor shall he use same, except as required in the normal
course of his engagement hereunder, and thereafter he shall not disclose or make use of
the same. [Comment: Depending on the type of access Employee will have to
confidential information, Company may also wish to include any potential
intellectual property in this confidentiality section, including trademarks, patents,
trade secrets, among others.]
9. Assignment
This Agreement shall be assigned by the Employer to any successor employer and be
binding upon the successor employer. The Employer shall ensure that the successor
employer shall continue the provisions of this Agreement as if it were the original party
of the first part. The obligations set forth in this Agreement may not be assigned by the
Employee. [Optional language: Notwithstanding the foregoing, Employee shall have
the right to assign his rights to receive any benefit hereunder, to the extent
permitted pursuant to applicable law.]
10. Severability
Each paragraph of this agreement shall be and remain separate from and independent of
and severable from all and any other paragraphs herein except where otherwise indicated
by the context of the agreement. The decision or declaration that one or more of the
paragraphs are null and void or unenforceable shall have no effect on the validity or
enforceability of any or all of the remaining paragraphs of this agreement.
11. Notice
Any notice required to be given hereunder shall be deeme