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RECRUITMENT SELECTION & HIRING Policy & Procedure

 

Contents

§  Recruitment Policy

§  Recruitment & Selection Hiring Process Guideline

§  Hiring Process Manuals (Checklist, Questionnaire, Application Forms, Scripts, Records, Appraisal Forms)

1) Checklist_19 Strategies for Hiring the Best

2) Checklist_Employment Agreements

3) Checklist_Hiring Employees

4) Interview Guides (HR Database)

5) Job Descriptions (HR Database)

6) Pre-Interview Questionnaire

7) Employment Application Form

8) Worksheet_Job Requirements

9) Knowledge Worker Interview Questionnaire

10) Job Applicant Interview Script

11) Questions to Avoid During an Interview

12) Applicant Appraisal Form_Evaluation

13) Applicant Appraisal Form_Questions

14) Applicant Selection Criteria Record

 

§  Contracts

1)      Employee Non-Compete Agreement

2)      Employee Non-Disclosure Agreement

3)      Employee Proprietary Rights Acknowledgment

4)      Employment Agreement For Technical Employee

5)      Employment Agreement_At Will Employee

6)      Employment Agreement_Executive with Car Allowance

7)      Employment Agreement_Executive2

8)      Employment Agreement_Key Employee

9)      Exclusivity, Confidentiality and Assignment of Work Product

10)  Non-Disclosure and Non-Compete Agreement

11)  Proprietary Information and Inventions Agreement

12)  Commission Sales Agreement

13)  Sales Representative Agreement

 

 

 

Recruitment Policy

Policy Purpose

The purpose of this policy is to direct and discipline recruitment and employment practices to ensure that the objectives of the Company are attained - especially those objectives which are related to structural and operational efficiency within the business, the demographic composition of the workforce and to provide guidance on the recruitment of staff so as to comply with the provisions of the relevant Labor Relations and the requirements of the relevant Employment Equity

 

Scope of Policy

The policy defines the objectives to be met in the implementation of Recruitment and Selection which are aimed at attracting competent individuals to fill a position with the most suitable applicant. Candidates are selected for appointment according to their ability, qualifications and competencies required to fulfil the job requirements, without having regard to discrimination factors, such as race and gender.

Internal candidates are given prior consideration for job appointments and only where it is considered that a suitable internal candidate is not available will an external candidate be appointed.

The Company considers itself an Equal Opportunity Employer and thus aims to eliminate all forms of unfair discrimination in the recruitment and selection of staff.

 

Core Principles

The company has a principle of open competition in its approach to recruitment.

The company will seek to recruit the best candidate for the job based on merit. The recruitment and selection process should ensure the identification of the person best suited to the job and the university.

The company will ensure that the recruitment and selection of staff is conducted in a professional, timely and responsive manner and in compliance with current employment legislation.

The company will provide appropriate training, development and support to those involved in recruitment and selection activities in order to meet this core principle. Any member of staff involved in the selection of staff should satisfy him or herself that he/she is appropriately trained and can comply with the requirements of this policy and procedure

Recruitment and selection is a key public relations exercise and should enhance the reputation of the company. The company will treat all candidates fairly, equitably and efficiently, with respect and courtesy, aiming to ensure that the candidate experience is positive, irrespective of the outcome.

The company will promote best practice in recruitment and selection. It will continuously develop its recruitment and selection practices to allow new ideas and approaches to be incorporated.

The company will ensure that its recruitment and selection process is cost effective.

If a member of staff involved in the recruitment process has a close personal or familial relationship with an applicant they must declare this as soon as they are aware of the individual’s application and avoid any involvement in the recruitment and selection decision-making process.

All documentation relating to applicants will be treated confidentially in accordance with the Data Protection Act (DPA).    Applicants will have the right to access any documentation held on them in accordance with the Data Protection Act (DPA).

 

Recruitment Procedure

 

Identification of the Vacancy

Managers are responsible for establishing a business need for recruitment and for justifying the need to fill the vacancy or the need to create a new position. A Recruitment Requisition Form needs to be completed for Director’s approval before the recruitment process can be initiated by Human Resources. It is necessary to ensure that a vacancy does exist. Although there may be a resignation, it may not always be necessary to replace the resigned employee as the function may be absorbed by other employees. If the position is a new position, it is important to ensure that the budget exists for the appointment of a new employee.

Ensure that you have done a correct analysis of the demographic data of your department and that you have clearly specified these requirements on the Employee requisition form.

Completion of Employee Requisition

The information supplied on this form will be vital in drawing up the internal and, if necessary, external advertisement. Incorrect or insufficient information could therefore compromise the ability to source the appropriate candidates.

Authorization of Recruitment Requisitions

The Line Manager together with Human Resources must identify a salary range and job grade for the position. The Line Manager must then have the requisition approved by the Managing Director before returning the approved Employee Requisition to Human Resources.

Advertising

On receipt of the approved employee requisition, Human Resources will draft an internal advertisement which will be circulated, ensuring that that all vacancies are advertised internally and brought to the attention of all employees.

External advertisements will be drafted and advertised in the appropriate media and/or electronic job boards

CV Selection

All CVs will be collated and screened by Human Resources before being forwarded to the respective Line Manager for CV selection. It is important to note that when conducting the CV selection process that we ensure consistency and that Human Resources can only set up interviews once a CV selection list is received from the Line Manager.

Interviews

Once all the CVs have been screened and a short list of candidates has been identified, Human Resources will then set up the interviews in conjunction with the Line Managers.

It is also important to note that the questions asked must be centered around the competency requirements of the job. Human Resources can assist in drawing up Interview Guides specific to competency assessments should you require this service.

It is also important to note that all internal candidates are interviewed first before any consideration is given to external candidates.

It is recommended that in view of Equity and Fairness that interviews are conducted by a panel of two or three interviewers. This could be the direct line manager to whom the person would be reporting to, a subject matter expert and an HR representative. This ensures that the process is objective and that the decision to appoint or not to appoint is supported by the Panel.

Selection Stage

Once all the candidates have been interviewed, a final selection would need to be made based on the candidate who meets the requirements of the job. It is at this point that psychometric tests could be conducted on the top three candidates who are potential appointees. It is also important to note that the psychometric tests should not be used as a decision making tool but rather to assist the process. In making the final decision, one would need to consider the results of the psychometric tests in relation to the requirements of the job as well as the candidate’s performance during the interview and outcomes of reference checks conducted.

No indication should be given to the employee at any stage as to whether we find them suitable to the position. This creates a sense of expectation and can result in IR complications later on if we decide not to appoint the employee.

Human Resources together with the Line Manager will conduct at least two reference checks (where possible). A reference check form must be obtained from Human Resources. An ITC check can be done if required and educational records need to be verified. It is important to note that the contract of employment is subject to favourable credit and reference checks.

Offer of Employment

Once Human Resources and the Line Manager are satisfied with the references, ITC check and psychometric reports of the suitable candidate, an offer of employment must be discussed and on agreement of the offer, Human Resources will prepare an offer of employment which must be signed by the Managing Director.

Once the candidate has accepted the offer, a formal contract of employment must be prepared and the relevant documentation must be completed and signed.

Employee Orientation

On return of the signed Contract of Employment from the applicant, an orientation programme for the new employee will be arranged by Human Resources. Human Resources will notify the new employee’s Line Manager and other relevant departments of the new employees’ name, department, official starting date and any office requirements that may be needed.

Employment of Foreigners

It is unlawful to employ Foreigners who are not in possession of the necessary work permits and/or official documentation which entitles them to work legally in this country. Not only is this practice illegal, but such actions place the Company at risk of receiving fines from the Department of Labour and prejudices legitimate applications for work permits for individuals whose services or expertise is needed.

Employment of Relatives

It is company policy not to employ relatives of management in the same unit where such employment could place the employee in a potentially compromising situations and/or where there may a concern about conflict of interest.

The purpose of this policy is to avoid problems of morale, discipline, security and other potential conflicts of interest.

Should a manager be in any doubt as to whether the employment of the applicant in their unit may create a conflict of interest, then the matter should be referred to Human Resources.

All continuing positions and fixed term positions greater than two years duration shall normally be advertised externally except as defined in the accompanying Guidelines.

The University reserves the right to make no appointment to positions which have been advertised, to invite persons to apply for advertised positions, to appoint by invitation or to make a direct appointment to a position without recourse to advertisement in order to meet the company business requirements and needs.

Review

From time to time the company may make changes to this Policy and relevant Guidelines to improve the effectiveness of its operation.

Further Assistance

Further information for Nominated Supervisors (Manager) and Selection Committee members, are detailed in the Recruitment and Selection Guidelines. Any staff member who requires assistance with this Policy and Guidelines should first consult their Nominated Supervisor. Should further advice be required, staff should contact Human Resource Department.

 

Recruitment & Selection Hiring Process Guideline

 

In order to increase efficiency in hiring and retention and to ensure consistency and compliance in the recruitment and selection process, it is recommended the following steps be followed (also refer to Staff Recruitment and Selection Hiring Checklist). Details for each step include the minimum recommended best practice to attract a talented and diverse applicant pool:

 

·         Step 1: Identify Vacancy and Evaluate Need

·         Step 2: Develop Position Description

·         Step 3: Develop Recruitment Plan

·         Step 4: Select Search Committee

·         Step 5: Post Position and Implement Recruitment Plan

·         Step 6: Review Applicants and Develop Short List

·         Step 7: Conduct Interviews

·         Step 8: Select Hire

·         Step 9: Finalize Recruitment

Affirmative Action, Equal Employment Opportunity and Diversity are not separate actions in the recruitment and selection process. They are key variables which are woven into each step of the process to support WTSC’s achievement of excellence.

 

Step 1: Identify Vacancy and Evaluate Need

Recruitments provide opportunities to departments to align staff skill sets to initiatives and goals, and for departmental and individual growth. Proper planning and evaluation of the need will lead to hiring the right person for the role and team.

Newly Created Position

When it is determined a new position is needed, it is important to:

·         Understand and take into consideration strategic goals for the company and/or department. Are there any upcoming changes that may impact this role?

·         Conduct a quick analysis of Core Competencies. Are there any gaps? What core skills are missing from the department? Evaluate the core skills required now and those which may be needed in the future.

·         Conduct a Job Analysis if this position will be new to your department. This will also help to identify gaps.

Replacement

When attrition occurs, replacing the role is typically the logical step to take. Before obtaining approval to advertise the position, consider the following:

·         As with a newly created position, it may be helpful to conduct a Job Analysis in order to tailor the position to what is currently required and to ensure proper classification. Your HR Classification Analyst can assist in reviewing and completing.

·         Review the role and decide if there are any changes required as certain tasks and responsibilities performed by the previous person may not or should not be performed by the new person

Carefully evaluate any changes needed for the following:

·         Level required performing these tasks; considering the appropriate classification level. Be aware that changes in the classification of positions from represented to nonrepresented will require union notice and agreement

·         Tasks carried out by the previous employee

·         Tasks to be removed or added if any of the work will be transferred within department

·         Supervisory or lead responsibility

·         Budget responsibility (if any)

·         Work hours

·         Is there still a requirement for this role at all?

 

Step 2: Develop Position Description

A position description is the core of a successful recruitment process. It is used to develop interview questions, interview evaluations and reference check questions. A well-written position description:

·         Provides a first impression of the company to the candidate

·         Clearly articulates responsibilities and qualifications to attract the best suited candidates

·         Provides an opportunity to clearly articulate the value proposition for the role

·         Serves as documentation to help prevent, or defend against, discrimination complaints by providing written evidence that employment decisions were based on rational business needs

·         Improves retention as turnover is highest with newly hired employees. Employees tend to be dissatisfied when they are performing duties they were not originally hired to perform.

·         Optimizes search engine results by ensuring job postings rank high in candidate search results when searching on-line

·         Determines relevant FLSA classification and is used to map to the appropriate Payroll Title

·         Identifies tasks, work flow and accountability, enabling the department to plan how it will operate and grow

·         Assists in establishing performance objectives

·         Is used for career planning and training by providing clear distinctions between levels of responsibilities and competencies required

·         Is used as a benchmark to assist in ensuring internal and external equity

 

Identify Duties and Responsibilities

Prior to developing the job description, the hiring manager should identify the following:

1.       General Information

2.       Position Purpose

3.       Essential Functions

4.       Minimum Requirements

5.       Preferred Qualifications

1. General Information

Basic position and pay information will need to be determined to assist with the development of the job description and job classification. This information will be different for each position being recruited:

·         Payroll Title

·         Pay Grade/Step

·         Working Title — Market titles should be recognizable and common to various industries as most job seekers search for commonly referred to market titles when conducting on-line job searches

·         Department Name

·         Department Head

·         Supervisor Name

·         Title Codes and Full-Time Equivalent numbers of employees supervised

·         Special Requirements and Conditions:

·         Specific requirements job seekers must possess or complete in order to be hired (e.g. background check, valid driver’s license, etc.)

·         Bona Fide Occupational Qualifications (BFOQ’s)which are in compliance with WTSC’s applicable policies (e.g. physical or mental requirements)

·         Contact Human Resource for assistance with special requirements and conditions

2. Position Purpose

Describes the department’s functions, the unit’s functions, and/or the organizational unit’s functions. The statement should summarize the position’s essential functions and its role in relation to supporting, administering, or managing the activities of the department, unit, or organizational unit.

Posted Position Purpose — The posted Position Purpose will be searchable and viewable by job seekers on WTSC’s job board and other posting sites. Therefore it is important to ensure it:

·         Includes a description of the role and its relation to the department and company

·         Includes the estimated duration (i.e. Limited 6-9 months or Contract 2 years) for non-Career positions

·         Lists the number of openings when there is more than one position being recruited

·         Describes any pre-employment assessments if applicable.

·         Is optimized for search engines. Candidates conduct job searches by entering key words or phrases into search engines.

·         Most candidates utilize “job aggregators” such as Google and Indeed versus searching individual company job posts.

·         To ensure your position reaches the top of candidate search results, include key words such as “career”, “job”, skills and title of the position in the beginning of the posted position description (first 150 words).

 

Attracting a Talented Diverse Applicant Pool:

·         Once you have identified the position purpose, essential functions and qualifications, you will want to go back and review the description. Is it written to attract an individual who is a top performer? Does it describe the inclusive culture of your organization?

·         Marketing the job to a diverse audience is just as important as accurately describing the role. For more information and tips visit the Best Practices for Attracting a Diverse Workforce webpage.

3. Essential Job Functions

Essential job functions describe the duties and responsibilities of a position. A job function is considered essential when the performance of the function is the purpose for the position. Typically, an essential function occupies a significant amount of time of the employee’s time and requires specialized skills to perform. By accurately describing the essential functions of the job, job seekers will have a clear understanding of the role and your expectations for performing them.

When developing essential functions for the position the following should be noted:

·         Functions of the job which are critical for the position are arranged by importance and percentage of time spent

·         Complexity level and authority for the role should be described to help attract the appropriate level of qualified candidates

·         Essential tasks listed should be inter-related to the accomplishment of the essential function. 

e.g., The essential function of event planning is composed of several independent tasks including scheduling and securing the venue; interviewing vendors and executing contracts for service; arranging for food delivery; supervising event workers and ensuring clean up. Therefore, the various tasks required to successfully accomplish the essential function should be identified and described.

4. Minimum Requirements

The minimum requirements or “basic qualifications” are those qualifications or criteria which was established in advance and advertised to potential applicants:

·         Must be relevant and relate to the duties and responsibilities of the job (e.g., should not list driving requirement if not part of responsibilities or duties of the job).

·         “Soft skills” can be required qualifications (e.g., communication/collaboration) and will:

·         Vary among applicants

·         Not be absolutely ascertained in resume

·         Be evaluated in interview

·         Can be position/department specific (e.g. valid driver’s license)

·         Can be assessed by reviewing the resume

·         Must be objective, non-comparative and business related:

·         Objective

·         Correct: Bachelor’s degree in Business Administration

·         Incorrect: A business degree from a “good school”

·         Noncomparative

·         Correct: 5 to 7 years of experience designing computer software programs

·         Incorrect: Must be one of the top five among the applicants in years of experience

·         Business Related

·         Correct: 5+ years of experience in accounting

·         Incorrect: Must have experience with volunteering for Habitat for Humanity

·         The minimum requirements should support the accomplishment of the essential function. For example, the essential function of event planning could require:

·         Organizational skills (to ensure all details are cared for)

·         Communication skills (to interact with vendors and guests)

·         Prior event planning experience

Listing too many skills as requirements significantly limits your applicant pool and selection. It is recommended no more than 3-5 “hard” job skills (e.g., Bachelor’s degree, 5 years accounting experience, experience in accessing and retrieving data from financial systems using PC based tools and other “technical job skills”) in addition to the “soft skills” be listed depending upon the level of the position.

5. Preferred Qualifications

Preferred qualifications are skills and experience preferred in addition to basic qualifications and can be used to narrow down the pool of applicants. These preferred skills, knowledge, abilities and competencies can describe a more proficient level at which the essential functions can be performed such as:

·         Prior experience with corporate/institutional event planning (prior experience in a related area can be preferred) and knowledge of applicable policies and procedures

·         WTSC experience, certifications and/or advanced degree are additional

Applicants who meet some or all preferred qualifications tend to have shorter assimilation time, reach full job competence faster and are able to take on advanced responsibilities sooner.

Career Ladder Recruitments

When the scope of the position and the department needs allow for varying levels of skills and experience, a position may be advertised with multiple job titles at different levels within a single class series.

 

Step 3: Develop Recruitment Plan

Each position requires a documented Recruitment Plan which is approved by the organizational unit. A carefully structured recruitment plan maps out the strategy for attracting and hiring the best qualified candidate and helps to ensure an applicant pool which includes women and underrepresented groups including veterans and individuals with disabilities.

 

In addition to the position’s placement goals the plan contains advertising channels to be used to achieve those goals. The recruitment plan is typically developed by the hiring manager in conjunction with the Departmental HR Coordinator

Recruitment plan elements:

A.     Posting Period

B.      Placement Goals

C.      Additional Advertising Resources

D.     Diversity Agencies

E.      Resume Banks

Contact your department HR Coordinator for a Sample Recruitment Plan

A. Posting Period

·         Minimum posting requirements are as follows:

·         Professional Support Staff (PSS) – 10 business days from date posted beginning the next business day

·         Management/Senior Professional (MSP) – 15 business days from date posted beginning the next business day

·         “Open until filled” is an option for both PSS and MSP positions which allows the posting to remain open and viewable on the career site until filled. This option is recommended for all recruitments.

B. Placement Goals

·         Placement goals are required for each recruitment

·         Review your Placement Goals and develop a recruitment plan which will assist in reaching those goals

·         Placement Goals should include outreach efforts to veterans and individuals with disabilities

C. Additional Advertising Resources

A variety of recruiting sources (both internally and externally) should be utilized to attract candidates who reflect the diversity WTSC values in its workforce. Every effort should be made to conduct a thorough search by advertising widely before filling a position.

 

Any advertising related to employment at WTSC and/or recruitment (job) advertising should include this statement in the body of the advertisement:

“WTSC is an Equal Opportunity and Affirmative Action Employer with a strong commitment to the achievement of excellence and diversity among its staff.

This contractor and subcontractor shall abide by

(a). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans.

This contractor and subcontractor shall abide by the requirements of

(a). This regulation prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities.”

Internet Job Boards

WTSC sponsored — WTSC Staff positions which are posted on the WTSC Jobs website are automatically posted to the following WTSC contracted job boards

https://www.work.com.mm/

http://www.myjobs.com.mm/en/

http://www.myanmarjobsdb.com/

·         Job posting rates vary and are charged to the organizational unit. Contact your Service Center or Departmental HR Coordinator for more information.

Print Advertisement

·         Local media, national publications (not used as frequently, but may be suitable for certain positions) and other paper advertisements

 

·         All the above-stated websites can provide assistance with most advertising media by coordinating your ad placement. Contact your Service Center or Departmental Human Resources Coordinator for assistance.

·         Associations and other member groups which are helpful in targeting candidates with specific niche skillsets

Social Media

LinkedIn, Twitter and Facebook are good alternative recruiting sources. Contact your Service Center or Departmental HR Coordinator to learn more about these tools and their proper use. Refer to company of California Recruitment Through the Use of Social Networks

 

Job Fairs

Before the internet, job fairs were considered a popular method for meeting candidates face-to-face. They were used as a vehicle to promote organizations by promoting the organization’s image and brand. Job fairs such as those aimed at diverse candidates or specific to certain industries, are still considered one of the best methods for meeting potential candidates in a single event.

Professional Conference Recruiting

Conference recruiting events are a great way to market WTSC and your department and provide you with an opportunity to network with potential qualified candidates for current and future openings.

Conference career centers may offer to assist you in your recruitment needs by providing job posting services and interviewing facilities.

When utilizing these events for current recruitments, the standard hiring process is followed to include:

·         Posting the Job — Ensure the position is posted on WTSC website and all applicants are directed to apply on-line

·         Conducting Interviews

·         All qualified applicants selected for interviews receive short-list approval prior to being interviewed

·         On-site Screening Interviews

·         Screening interviews conducted to gather preliminary information on prospective candidates

·         To be conducted by more than one committee member in attendance

·         Screened-in applicants invited to interview with all committee members

·         On-Site Selection Interviews

·         Interviews used to make final hiring decisions

·         Requires all committee members to be in attendance

 

In order to ensure fairness and equity in the hiring process for interviewees not in attendance, the guidelines set forth in Conducting Virtual Interviews (see Step 7) are to be followed.

D. Diversity Agencies

·         Agencies which assist women and under-represented groups are another great source of talent

·         Developing relationships and a pipeline of potential candidates with these agencies allows candidates to have a better understanding of your staffing needs and the company’s mission and values

·         Contact Human Resources for more information on diversity agencies.

E. Resume Banks

Resume banks are another good source for identifying qualified candidates. Job seekers post their resume to these which are then searched by prospective employers.

 

Step 4: Select Search Committee

To ensure applicants selected for interview and final consideration are evaluated by more than one individual to minimize the potential for personal bias, a selection committee is formed. The hiring manager will identify members who will have direct and indirect interaction with the applicant in the course of their job. Each hiring manager should make an effort to appoint a search committee that represents a diverse cross section of the staff. A member of the committee will be appointed as the Affirmative Action and Compliance Liaison who will monitor the affirmative action aspects of the search committee. Under-represented groups and women are to have equal opportunity to serve on search committees and special efforts should be made to encourage participation. Departments that lack diversity in their own staff should consider appointing staff outside the department to search committees or develop other alternatives to broaden the perspective of the committee.

For positions that are frequently recruited and utilize a search committee, the mix of search committee members should change frequently as well to minimize the risk of “group think” or collective bias.

·         The Hiring Manager will determine the size (no more than 6) and composition of the committee based on the nature of the position. It is highly recommended the committee members include:

·         At least one individual who has a strong understanding of the role and its contribution to the department

·         A job specialist (technical or functional)

·         An individual who will interact closely with the position and/or serves as a main customer

·         Search committee members must ensure no conflict of interest in relation to the applicants under consideration and must never be individuals who may have interest in the position

·         Search committee members should ensure they are well equipped for their role in the recruitment process to ensure fairness and compliance. The following tool is available to assist committee members with the recruitment process:

·         Staff Search Committee FAQs

 

·         Each committee member is expected to be well versed in the recruitment and selection process and have an understanding of laws related to Affirmative Action and Equal Employment Opportunity.At a minimum, the search committee member must have completed one of the learning activities listed below before serving on the committee:

·         Training workshop - Affirmative Action 101

·         Training workshop - Recruitment & Selection Strategies for the Hiring Manager

·         Training workshop – Supporting the Recruitment and Selection Process

·         Recruitment Advertising & Affirmative Action webinar

·         Diversify and Train the Search Committee tutorial

·         Applicant Pool Statistics & Creating Diverse Applicant Pools tutorial

·         It is recommended the committee communicate prior to the application review to determine criteria for applicant evaluation

·         The Search Committee Chair should ensure that all members of the committee are thoroughly familiar with the job description

 

Step 5: Post Position and Implement Recruitment Plan

Once the position description has been completed, the position can then be posted to the WTSC career site. Every effort should be made to ensure the accuracy of the job description and posting text. It may not be possible to change elements of a position once posted, because it may impact the applicant pool.

To post the position:

·         The requisition is created by the Service Center Human Resources Coordinator or Departmental Human Resources Coordinator and approved by the Service Center HR Organizational Coordinator or Organizational HR Coordinator

·         Once approved, the Departmental HR Coordinator or Service Center will review the requisition and route online to the HR Classification Analyst who will assign the classification

·         The requisition is then routed to the HR Recruitment Analyst who will post the position

·         Applications can be reviewed and dispositioned once the minimum number of posting days has been reached

·         Internal candidates will apply through the regular application process and will be included in the candidate pool along with external candidates (see 6.0 Special Considerations for details)

Talent Sourcing and Outreach

In order to identify the widest and talented applicant pool, sourcing and outreach activities should be engaged. Passive candidate sourcing is an activity which can be conducted during this phase in the recruitment process. This is typically done using social media and networking channels. Contact Staff Employee for information.

Monitoring/Updating Recruitment Plan/Diversity Strategy

Continuous monitoring of recruitment activity and recruitment plan effectiveness is critical to a successful search.

Applicant pools for each recruitment can be monitored by search committee members throughout the recruitment cycle by reviewing the Affirmative Action Statistics.

 

Step 6: Review Applicants and Develop Short List

 

Once the position has been posted, candidates will apply via WTSC’s job board. Candidates will complete an electronic application for each position (resume and cover letter are optional). Candidates will be considered “Applicants” or “Expressions of Interest”.

Applicants are those who apply during the initial application period as described in Step 5. All applicants must be reviewed and considered. Candidates who apply after the initial application period will be considered “expressions of interest” and not viewable by the search committee.

It is recommended that all search committee members review all Applicants to ensure more than one person assesses their qualifications and that individual opinion or biases are avoided. It is permissible to have at least two committee members review all Applicants for certain recruitments in which there are extensive applicant pools to best narrow down the pool. Alternatively, Human Resources may perform this function. Each committee member may provide comments to each Applicant’s qualifications as they relate to the minimum requirements of the position.

A phone screen may be conducted to obtain information such as availability, salary requirements, special position requirements (e.g. ability to perform shift work), ascertain minimum requirements and other preliminary information to assist the search committee with their review. It is possible to screen out an applicant due to information obtained during this initial screening and therefore phone screens should be properly documented and attended by at least two search committee members or Human Resources.

Upon the search committee’s review of the applicants, the management will review all search committee comments and develop the short list. Once the short list has been determined, the designee will submit the short list to the OFSAA for approval. If the short list is deemed to represent a sufficiently diverse applicant pool, the short list will be approved. Once approved, the applicants can then be contacted for interviews.

If the shortlist is not sufficiently diverse in light of the department’s placement goals, the OFSSA will contact the Search Committee Chair or Chair’s Associate to discuss how the pool might be diversified. One option might be to review the existing applicant pool to evaluate any additional qualified applicants prior to reviewing applicants who are expressions of interest status. If it is determined the expressions of interests are to be reviewed, the Search Committee Chair or Chair’s Associate may move those in the expression of interest status to the applicant pool, in one or more batches on certain date(s) and time(s), as needed to achieve a sufficiently diverse and qualified pool. All expressions of interest candidates moved to the applicant pool are to be reviewed by the search committee.

 

Note: Several bargaining unit contracts contain language related to applicant screening. Refer to the appropriate contract for specific requirements.

 

Step 7: Conduct Interview

The interview is the single most important step in the selection process. It is the opportunity for the employer and prospective employee to learn more about each other and validate information provided by both. By following these interviewing guidelines, you will ensure you have conducted a thorough interview process and have all necessary data to properly evaluate skills and abilities.

Preparing for the Interview

Once the short list (typically 3-5 identified for interview) is approved by the Staff Affirmative Action, the interview process can begin. It is important to properly prepare for the interview as this is the opportunity to evaluate the skills and competencies and validate the information the applicant has provided in their application and resume. Choose one or two questions from each minimally required skill and competency to develop your interview questions. Review the applicant's application or resume and make note of any issues that you need to follow-up on.

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The Committee Chair should determine the following:

·         Format of the interview and order of questions

·         Questions to be asked of all applicants and the weight assigned

·         Who is going to ask which questions

·         Whether a work sample should be submitted

·         The optimum start date for the position

·         Any other details applicants may need about the role that were not noted in the position description

Panel Interviews

Prior to the panel interview, committee members should ensure they know which interview questions each will ask.

At the start of the interview, introductions of the Chair and panel members, including names and job titles/roles, are given. Next, the Chair should outline the format of the interview so that the candidate is aware of what is going to happen.

A typical format might be:

·         Introductions of each panel member

·         A brief description of the role they are being interviewed for

·         Description of how the interview panel will conduct the interview (e.g. each alternates questions and all will take notes)

·         The candidate gives an overview of their experience

·         Each panel member provides their questions at the conclusion of the interview.

·         The interviewee is given time at the end to ask questions

·         The interviewee is informed of the next step (e.g. will be contacted either by phone or in writing of the outcome)

·         Thank the candidate for coming and ensure someone shows the candidate out

Virtual Interviews

To reduce travel costs and time associated with interviewing out of area applicants, virtual interviews can provide an alternative method to in-person interview.

Guidelines for conducting virtual interviews are as follows — To ensure fairness and equity in the interview process, it is recommended out of area applicants are provided an opportunity to interview in the same manner as local applicants during each stage of the interview process. Departments may elect to cover the travel costs associated with out of area applicant interviews but are not required to do so.

Interview Questions

Questions should be relevant to the position and seek information on specific skills and abilities to perform the job such as “describe your experience working with students in an academic environment and/or post-secondary degree-granting institutions”. Interview questions not pertaining to the current requirements of the position are not to be used (e.g. an interview question on supervisory experience if position will not be supervising employees).

The use of behavioral and/or competency based interview questions is strongly encouraged as, when properly crafted, they allow the interviewer to obtain more meaningful data to determine the applicant’s ability to carry out the duties and responsibilities of the job, as well assess their ability to adhere to the company’s core competencies. Refer to WTSC Core Competencies – Recruitment  for additional information and sample interview questions.

After the Interview

Upon completing the interview, committee members will complete one of the following evaluation tools and forward to the Committee Chair along with any interview notes. Candidate evaluations should be sure to include only those comments which are relevant to the requirements of the position.

·         Interview Evaluation Notes Weighting Sheet OR

·         Skills and Competency Interview Rating Sheet OR

·         Skills and Competency Interview Rating Sheet -weighted

Testing and other Selection Methods

Tests and other selection methods such as requesting work or writing samples and presentations are additional tools used to assess candidates.

Skills demonstrations, such as requiring applicants to demonstrate how to perform a task specific to the position they are applying to, are considered tests and must be validated. Contact Human Resources to assist with identifying validated tests available through the company’s contracted 3rd party testing vendor. Limit use of company tests to those provided by the company’s 3rd party testing vendor.

·         Writing samples and presentation assessments are not considered tests and can be evaluated using a scoring rubric. Similar to the tool used to evaluate a candidate during an interview, writing and presentation scoring rubrics are used to evaluate the applicant’s writing and/or presentations skills based on certain predetermined criteria. To obtain a writing or presentation scoring rubric, contact your departmental Human Resources Coordinator or Human Resources.

·         Applicants are to be notified, via the posted position purpose, of the requirement for tests or other selection methods (e.g. writing and presentation) used as part of the hiring process.

·         Tests, work samples and presentations should only be required of short list candidates

·         Because tests and requests for writing samples and presentations must be administered consistently across the hiring process without regard to race, color, national origin, sex, religion, age (40 or older), or disability, their administration procedure must be approved by Human Resources prior to use.

Tests and the selection tools mentioned above should not be relied upon as the only screening mechanism. Interviews and reference checks should carry considerable weight in the overall decision process.

As an alternative to testing applicants carefully crafted interview questions can be used to gather information on an applicant’s experience and ability to perform certain aspects of the job without the need for testing. Additionally, applicants provide job related certifications of completion for coursework or technical/industry certifications (related to the position) help to provide a measure of skill aptitude to further evaluate qualifications.

Employer guidelines when developing and administering tests:

·         Employers should administer tests and other selection procedures without regard to race, color, national origin, sex, religion, age (40 or older), or disability.

·         If a selection procedure screens out a protected group, the employer should determine whether there is an equally effective alternative selection procedure that has less adverse impact and, if so, adopt the alternative procedure. For example, if the selection procedure is a test, the employer should determine whether another test would predict job performance but not disproportionately exclude the protected group.

·         To ensure that a test or selection procedure remains predictive of success in a job, employers should keep abreast of changes in job requirements and should update the test specifications or selection procedures accordingly. Employers should ensure that tests and selection procedures are not adopted casually by managers who know little about these processes. A test or selection procedure can be an effective management tool, but no test or selection procedure should be implemented without an understanding of its effectiveness and limitations for the organization, its appropriateness for a specific job, and whether it can be appropriately administered and scored.

·         Employers should ensure that tests and selection procedures are properly validated for the positions and purposes for which they are used. The test or selection procedure must be job related and its results appropriate for the employer's purpose.

Welcoming the Interviewee

Interviewing can be a very stressful experience for some and the more at ease an interviewee is, the better you are able to identify true attributes. The following should be considered:

·         Panel interviews, can be an intimidating environment for an interviewee, so remember to break the ice if possible

·         When organizing interviews, it is best to assign a person who ensures the interviewees have the proper directions, parking details and who is easily accessible on the date of the interview

·         Allow enough time for the interview so the interviewee does not feel rushed. Let the interviewee do most of the talking. Remember the 80/20 rule. The interviewee should be doing 80% of the talking. While it’s important to articulate the needs of your department and the role, this time is to gather as much data to evaluate their experience and ensure a proper fit.

·         Be sure to review the interviewee’s resume in advance to assess skills and background. Take notes and ask for clarification on responses if needed.

·         Be sure to avoid any inappropriate or illegal interview questions.

·         Provide company literature (if available) and benefit information to the applicant at the conclusion of the interview

 

Step 8: Select Hire

 

Final Applicant

Once the interviews have been completed, the committee will meet to discuss the interviewees. Committee members will need to assess the extent to which each one met their selection criteria.

The search committee evaluation tool will be helpful in justifying decisions and making them as objective as possible.

Your documentation should demonstrate your selection decision. Documentation is required in order to comply with OFCCP requirements. As one of the most critical steps in the process, it is important to keep the following in mind:

·         The best candidate for the position was chosen based on qualifications

·         The candidate will help to carry out the company and Department’s missions.

 

Reference Checks

 

The purpose of a reference check is to obtain information about a candidate’s behavior and work performance from prior employers that could be critical to your decision, regardless of their skills, knowledge, and abilities. As past performance is the best predictor of future success, it is recommended references be obtained from current and previous supervisors who can speak to the candidate’s on the job performance. A hiring mistake is costly in time, energy, and money. Failure to check references can have serious legal consequences. If an employee engages in harmful behavior, which would have been revealed in a reference check, the company can be held legally responsible for “negligent hiring”.

When to Conduct References

Reference checks should be conducted on the finalist(s) prior to making an offer. For WTSC employees, in addition to conducting references, a review of the master personnel file should be completed. All applicants are to be informed (during or after the interview) should they be a finalist, an offer would be contingent upon a reference from their current supervisor (the company contacts current supervisor to request reference). The candidate should be informed that a single reference would not be the sole reason for a disqualification and all aspects of their candidacy, including their interview, will be taken into consideration.

References in the Overall Decision Process

Information that is obtained through the reference check process should be considered as part of the overall decision making and should carry considerable weight. Additionally if available, obtaining copies of signed past performance reviews is also recommended. Should a reference from the candidate’s current supervisor not be obtained, it is recommended Human Resources be contacted to discuss.

The same process (on-line or phone as described below) is to be followed for each recruitment.

Reference Checking Options

Phone Reference Checks

Departments conducting references by phone should utilize the  WTSC Applicant Consent Form. Before starting the phone reference check process, be sure to:

1.       Prepare carefully

2.       Familiarize yourself thoroughly with the information the applicant has already provided, including the application, resume, work sample (if applicable) and interview responses

3.       Identify areas that require elaboration or verification

4.       Set up a telephone appointment with one or more references provided by the applicant

5.       Many employers are prohibited from providing information without a release, so if requested, send the signed Reference Checking Release and Disclosure consent form and the job description (optional) in advance of your telephone call.

6.       Write down your questions before you call, highlighting the information you want verified or expanded upon.

7.       Note: You may consider conducting reference checks on all finalists before the final selection is made.

8.       Set up an environment that encourages the reference to respond willingly, cooperatively, and honestly.

9.       Begin your conversation on common ground by referring to information that has already been provided by the applicant.  For example:” John Doe has asked us to speak with you regarding information he has already shared with us during the interview process.” Or “I'm calling to verify information provided by Mary Roe.”

10.   Describe the position

11.   Describe the responsibilities, duties, and working environment of the position for which the individual has applied.

12.   After describing the position, ask, “Given our requirements, what is your assessment of the individual’s qualifications for the job?”

13.   In addition to your prepared questions, ask follow-up questions

14.   If you get a general response (“She's great!”), follow up with a specific question (“What did she do to merit that compliment? or “Why did she leave?” or “How have things changed since she left?”)

15.   If the reference provider declines to answer a question, ask if someone else might be able to share information about the topic.

16.   Ask questions that are specifically job-related

17.   Do not ask about race, color, national origin, religion, sex, physical or mental disability, medical condition, ancestry, marital status, age, sexual orientation, citizenship, or status as a covered veteran.

Ask the same basic questions about all applicants for whom you obtain references to ensure consistency. Weigh information you receive in the same manner for all applicants.

Social network tools such as Facebook, Twitter and LinkedIn should not be used to conduct reference or background checks.

Mandated Hiring Prerequisites

Depending upon the nature of the position, additional hiring prerequisites may be required. Any costs associated with these prerequisites are the responsibility of the hiring department.

 

Step 9: Finalize Recruitment

Upon completion of the recruitment process the offer to the selected finalist is made.

Prior to initiating the offer, it is recommended that one more check of the selection process be completed as follows:

·         Review the duties and responsibilities of the position and ensure they were accurately described and reflected in the job description and interview process

·         Review selection criteria used to ensure they were based on the qualifications listed for the position

·         Confirm interview questions clearly matched the selection criteria

·         Confirm all applicants were treated uniformly in the recruitment, screening, interviewing and final selection process

·         Should there be any issues with the above, contact your Organizational Human Resources Coordinator.

Initiating the Offer

·         Once a final check of the selection process has been completed and the final applicant has been determined, the Committee Chair or designee will notify the Departmental HR Coordinator of the finalist’s name, salary and start date.

·         The Departmental HR Coordinator reviews the requisition and ensures all applicants on the requisition have been assigned a decision code

·         The Departmental HR Coordinator forwards this information to the Organizational HR Coordinator for review and approval

·         Once approved, the Departmental HR Coordinator notifies the Committee Chair or designee of offer approval

·         The Committee Chair or designee makes the offer to the finalist

 

Note: A verbal offer of employment and the finalist’s verbal acceptance creates a contractual relationship – therefore, ensure the offer has been approved prior to verbally offering the position

Negotiating the Offer                     

·         Whenever possible, it’s recommended your best offer be made the first time as this displays proper market and internal equity practices and demonstrates good faith to the applicant.

·         When offering the finalist the position, be sure to discuss the total compensation package (in addition to salary) such as paid time off and retirement benefits. Be excited and enthusiastic about the offer and let them know you are excited about them joining your team.

 

·         WTSC benefits and retirement programs are great selling points. In many cases, they are a key factor when deciding on accept or decline the offer.

·         Lastly, if possible, discuss the great learning and development opportunities which may be available to them in achieving their professional goals. Most individuals value this just as much, in some cases more, than the base salary being offered.

Countering the Offer

·         Despite your best offer, there may be instances where the applicant declines

·         Discuss the reasons for the offer being declined with the applicant – and look beneath the surface. Applicants decline offers for various reasons and not always due to the salary being offered.

·         If an offer is declined due to salary, the department may make a counter offer provided the amount is within the appropriate guidelines for the role and department

·         Counter offers must be reviewed and approved by the Organizational HR Coordinator

Finalizing the Offer

It is important that each recruitment be properly closed, including the notification of those interviewed and not selected, To ensure proper closure, the Staff Recruitment and Selection Checklist should be completed and the following actions conducted:

·         Once an offer has been accepted, the Committee Chair or designee notifies the Departmental HR Coordinator and requests the offer letter be sent

·         The Departmental HR Coordinator prepares and sends the offer letter

·         The Departmental HR Coordinator ensures written acceptance of offer

·         The Departmental HR Coordinator contacts those individuals interviewed and not selected (at a minimum) by phone or letter. If contact is made by phone, ensure the conversation is documented.

 

1.       CHECKLIST

 

19 STRATEGIES FOR HIRING THE BEST

 

·         Focus on hiring only the best.

·         Make sure you have a written job description.

·         Don’t limit your sources for good employees.

·         Avoid hiring someone who averages more than one employer every two years.

·         Use a rating system so that early candidates are not forgotten in the interview process.

·         Where possible, promote from within to maintain employee morale.

·         A person with an extensive self-employment background is very likely to go back to self-employment as soon as possible. Hire this person as a consultant.

·         Disabled workers often do a better job with greater loyalty and less absences.

·         Use a temporary employment agency instead of hiring an employee in haste.

·         “Over qualified” people are better than “under qualified” people.

·         Have the person leaving the position interview their replacement.

·         Test the skills and industry knowledge of a prospective employee. Get specific.

·         Look into a potential employee’s energy levels. If you engage in more than one interview, try to do it at different times of the day.

·         Look into any significant gaps in employment.

·         Consider using outside recruitment agencies if you won’t follow a process.

·         Use pre-employment questionnaires.

·         Test every new employee for drug use.

·         Check an applicant’s background and all references thoroughly.

·         Memorialize the terms of employment.

 

 

 

 

2.       CHECKLIST

 

FOR EMPLOYMENT AGREEMENTS

 

Special Definitions

 

Description of Job Duties:

 

·         Name of position

·         Essential job functions or duties

·         Duty of loyalty and best efforts

·         Place and hours of employment

 

Length of Agreement:

 

·         Original term

·         Extension of agreement

 

Benchmarks and Performance Terms:

 

·         Production benchmarks

·         Marketing benchmarks

·         Overhead benchmarks

·         Skills enhancement

·         Other benchmarks

 

Compensation Terms:

 

·         Base compensation (salary, hourly or commission)

·         Overtime exempt status

·         Commission arrangements including when "earned", draws, and effect of termination on pending deals

·         Incentive programs

·         Expenses, allowances, etc.

·         Salary adjustments

 

Benefits:

 

·         Health, dental, vision, life, disability and professional liability insurance

·         Professional licenses & memberships

·         Vacation

·         Holidays

·         Stock options, bonuses, profit sharing, raises and retirement

·         Educational reimbursement

 

Termination

 

·         Definition of “at will” or “cause” if “for cause” agreement

·         Disability

·         Loss of licensure

 

Covenants:

 

·         Non-disclosure of trade secrets, customer lists and other proprietary information

·         Non-solicitation agreement

·         Non-recruit agreement

·         Adherence to company policies, rules and regulations

·         Covenant to notify management of unlawful acts or practices

 

Property Rights:

 

·         Existing clientele of employee

·         New clientele generated while at work

·         Records and accounts

·         Return upon termination

·         Copyrights, inventions and patents

·         "Work for hire" issues

 

Indemnification for Third Party Claims

 

 

Mediation and Arbitration Provisions

 

 

Liquidated Damages and Limits on Damages

 

 

Attorney's Fees and Costs

 

 

Miscellaneous Clauses:

 

·         Accuracy of representations

·         Notices

·         Entire agreement

·         Effect of prior agreements or understandings

·         Modifications

·         Severability of agreement

·         Waiver of breach

·         Ambiguities related to drafting

·         Choice of law, jurisdiction and venue

·         Submission to drug testing

·         Statute of limitations

 

 

Attorney review

 

 

3.       CHECKLIST

 

HIRING EMPLOYEES

 

·         Write a job description.

·         Post the job internally.

·         Contact a recruiting agency.

·         Place help wanted ads.

·         Accept resumes.

·         Accept completed job applications.

·         Screen applicants.

·         Conduct pre-interview questionnaire.

·         Prepare interview questions.

·         Conduct interviews.

·         Complete applicant appraisal form.

·         Call references (employers, schools, etc.).

·         Perform background checks (DMV, credit, criminal background, etc.).

·         Find out about any trade secret or confidentiality agreements with former employers.

·         Write the offer or rejection letter.

·         Give necessary pre-hire drug, skill, physical and psychological tests.

·         Memorialize the terms of employment and have the employee sign it.

·         Have employee review and sign employee handbook, trade secret agreement and any other contracts.

·         Introduce employee to training and orientation program.

 

 

4/5) There are pre-established Interview Guides and Job Description for relevant personnel, please refer to Human Resource database

 

4.       PRE-INTERVIEW QUESTIONNAIRE

 

TRUE  FALSE

1.      

I prefer when change is introduced slowly:

T

F

2.      

Rumors are never worth listening to:

T

F

3.      

Group discussions are a good way to improve communications at work:

T

F

4.      

People who say less usually have less to offer:

T

F

5.      

People work best if they have a say in the way they do their work:

T

F

6.      

When I fear criticism, I am less likely to talk:

T

F

7.      

I understand that discrimination or harassment towards different races, ages, sexes, religions, our employees, customers or others will not be tolerated at this company:

T

F

8.      

People are created with equal abilities:

T

F

9.      

The best form of health protection is to exercise and eat a well balanced diet:

T

F

10.   

I take nutritional supplements to help support my health and energy levels:

T

F

11.   

I am very concerned about what I eat because it significantly affects my energy level and overall health status:

T

F

12.   

I understand that if I come to work for this company, sexual harassment and discrimination is prohibited by law.  I will not do it.  I agree to report it if I see it, hear about it, or become a victim of it:

T

F

13.   

I understand that a company is allowed to test for drug use where an employee’s actions can affect the health or safety of others, or where there is a reasonable suspicion of drug use:

T

F

14.   

I understand there may be times when it is in a company’s best interest to eliminate an employee from its operations and hire an outside consultant or employee leasing company to perform the work:

T

F

15.   

I would be willing to violate a law if it is necessary to protect the company’s interest:

T

F

16.  F

I am comfortable working without supervision:

T

F


 

1.      

Employers have the legal right to terminate an employee for any reason, at any time:

T

F

2.      

I have a computer that I use at home:

T

F

3.      

I have a library card:

T

F

4.      

I like working in a team:

T

F

5.      

How do you intend to add value to this company if you are hired?

 

 

 

 

 

 

6.      

What are the three greatest books you have read?

 

 

 

 

 

 

7.      

What do you read that is related to the job you are applying for?

 

 

 

 

 

 

8.      

I am working to improve my communication skills by:

 

 

 

 

 

 

9.      

I engage in the following exercise on a regular basis:

 

 

 

 

 

 

10.   

What have you done to learn about our company and the business we are in?

 

 

 

 

 

 

11.   

In my experience, companies can improve themselves when they:

 

 

 

 

 

 

12.   

My greatest personal attributes are:

 

 

 

 

 

 

Signature:

 

Date:

 

 

                                       


DESIRED ANSWERS TO PRE-INTERVIEW QUESTIONNAIRE TRUE/FALSE QUESTIONS

 

 

1.           True                  6.         False                11.       True                 16.       True

2.           True                  7.         True                 12.       True                 17.       False

3.           False                  8.         False                13.       True                 18.       True

4.           False                  9.         True                 14.       True                 19.       True

5.           False                  10.       False                15.       False                20.       True

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5.       EMPLOYMENT APPLICATION FORM

 

PLEASE PRINT ALL INFORMATION REQUESTED EXCEPT SIGNATURE

APPLICANTS MAY BE TESTED FOR ILLEGAL DRUGS

PLEASE COMPLETE PAGES 1-5.

 

Date:

 

Name:

 

Last                                First                              Middle                         Maiden

Present Address:

 

Number                           Street                        City                              State                    Zip

How Long:

 

Social Security No.:

 

Telephone:

 

If under 18, please list age:

 

Position Applied For:

 

Days/Hours Available to Work:

 

No Pref              Thur              

Mon                   Fri                 

Tue                    Sat                 

Wed                   Sun                

 

Salary Desired:

 

 

How many hours can you work weekly?

 

Can you work nights?

Employment Desired:

                                          FULL-TIME ONLY    PART-TIME ONLY                 FULL- OR PART-TIME

When available for work?

 

EDUCATION & OTHER INFORMATION

TYPE OF SCHOOL

NAME OF SCHOOL

LOCATION
(Complete mailing address)

NO. OF YEARS COMPLETED

MAJOR & DEGREE

High School

 

 

 

 

 

 

College

 

 

 

 

 

 

Bus. or Trade School

 

 

 

 

 

 

Professional School

 

 

 

 

 

 

 

 

Have you ever been convicted of a crime?

                                                                                                         No                 Yes

If yes, explain number of conviction(s), nature of offense(s) leading to conviction(s), how recently such offense(s) was/were committed, sentence(s) imposed, and type(s) of rehabilitation.

 

 

 

 

Do you have a driver’s license?

                                                                                                          Yes                No

What is your means of transportation to work?

 

Driver’s License Number:        State of issue:  

                                                                                       Operator    Commercial (CDL)    Chauffeur

Expiration Date:

 

Have you had any accidents during the past three years?

 

How many?

 

Have you had any moving violations during the past three years?

 

How Many?

 

OFFICE ONLY

 

Typing        Yes                                10-key   Yes       Word            Yes

                   No    _____ WPM                        No         Processing    No    _____ WPM

 

Personal      Yes         PC        

Computer    No          Mac     

 

Other Skills:

 

 

Please list two references other than relatives or previous employers.

Name:

 

Name:

 

Position:

 

Position:

 

Company:

 

Company:

 

Address:

 

 

Address:

 

Telephone:

 

Telephone:

 

An application form sometimes makes it difficult for an individual to adequately summarize a complete background.  Use the space below to add any additional information necessary to describe your full qualifications for the specific position for which you are applying.

 

 

 

 

 

 


 

MILITARY

Have you ever been in the armed forces?

                                                                              Yes   No

Are you now a member of the national guard?

                                                                                            Yes   No

Specialty                                        Date Entered                                    Discharge Date

 

Work Experience

Please list your work experience for the past five years beginning with your most recent job held. If you were self-employed, give firm name.  Attach additional sheets if necessary.

Job One

Name of Employer:

Name of Last Supervisor

Employment Dates

 

From:

 

To:

Salary

 

Start:

 

Final:

Complete Address:

 

Phone Number:

 

Your Last Job Title:

Reason for Leaving (be specific):

 

List the jobs you held, duties performed, skills used or learned, advancements or promotions while you worked at this company.

 

 

 

 

 

Job Two

Name of Employer:

Name of Last Supervisor:

Employment Dates

 

From:

 

To:

Salary

 

Start:

 

Final:

Complete Address:

 

Phone Number:

 

Your Last Job Title:

Reason for Leaving (be specific):

 

List the jobs you held, duties performed, skills used or learned, advancements or promotions while you worked at this company.

 

 

 

 

 


 

Job Three

Name of Employer:

Name of Last Supervisor:

Employment Dates

 

From:

 

To:

Salary

 

Start:

 

Final:

Complete Address:

 

Phone Number:

 

Your Last Job Title:

Reason for Leaving (be specific):

 

List the jobs you held, duties performed, skills used or learned, advancements or promotions while you worked at this company.

 

 

 

 

 

 

May we contact your present employer?                         

                                                                                            Yes   No

Did you complete this application yourself?      

                                                                                            Yes    No

If not, who did?

 


PLEASE READ CAREFULLY

APPLICATION FORM WAIVER

 

In exchange for the consideration of my job application by [YOUR COMPANY NAME] (hereinafter called “the Company”), I agree that:

 

Neither the acceptance of this application nor the subsequent entry into any type of employment relationship, either in the position applied for or any other position, and regardless of the contents of employee handbooks, personnel manuals, benefit plans, policy statements, and the like as they may exist from time to time, or other Company practices, shall serve to create an actual or implied contract of employment, or to confer any right to remain an employee of [YOUR COMPANY NAME], or otherwise to change in any respect the employment-at-will relationship between it and the undersigned, and that relationship cannot be altered except by a written instrument signed by the President /General Manager of the Company.  Both the undersigned and [YOUR COMPANY NAME] may end the employment relationship at any time, without specified notice or reason.  If employed, I understand that the Company may unilaterally change or revise their benefits, policies and procedures and such changes may include reduction in benefits.

 

I authorize investigation of all statements contained in this application.  I understand that the misrepresentation or omission of facts called for is cause for dismissal at any time without any previous notice.  I hereby give the Company permission to contact schools, previous employers (unless otherwise indicated), references, and others, and hereby release the Company from any liability as a result of such contract.

 

I also understand that (1) the Company has a drug and alcohol policy that provides for pre-employment testing as well as testing after employment; (2) consent to and compliance with such policy is a condition of my employment; and (3) continued employment is based on the successful passing of testing under such policy.  I further understand that continued employment may be based on the successful passing of job-related physical examinations.

 

I understand that, in connection with the routine processing of your employment application, the Company may request from a consumer reporting agency an investigative consumer report including information as to my credit records, character, general reputation, personal characteristics, and mode of living.  Upon written request from me, the Company, will provide me with additional information concerning the nature and scope of any such report requested by it, as required by the Fair Credit Reporting Act.

 

I further understand that my employment with the Company shall be probationary for a period of sixty (60) days, and further that at any time during the probationary period or thereafter, my employment relation with the Company is terminable at will for any reason by either party.

 

 

Signature of Applicant                                                                           Date:

This Company is an equal employment opportunity employer.  We adhere to a policy of making employment decisions without regard to race, color, religion, sex, sexual orientation, national origin, citizenship, age or disability.  We assure you that your opportunity for employment with this Company depends solely on your qualifications.

Thank you for completing this application form and for your interest in our business.


PLEASE PRINT ALL INFORMATION REQUESTED EXCEPT SIGNATURE

 

POST EMPLOYMENT INFORMATION FORM

 

TO BE COMPLETED AFTER EMPLOYEE HAS BEEN HIRED

 

Height:

                     ft.             in.

Weight:

Birth Date:

 

Married  Yes   No

If Married, How Long?                                   Single     Separated     Divorced     Widowed

Full Name of Spouse

Spouse Occupation

 

Name of Company

 

Telephone:

 

PERSON TO BE NOTIFIED IN CASE OF EMERGENCY

Name:

 

Telephone:

Address:

Relationship:

 

FOR INSURANCE PURPOSES ONLY: LIST ALL DEPENDENTS

Name:

Relationship:

Birth Date:

SSN:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TO BE COMPLETED BY EMPLOYER

Date of Employment:

 

Job Title:

Dept.:

 

Location:

 

Rate of Pay:

 

 Full-time  Part-time  Salaried

Applicant’s signature acknowledging above information

 

 

Drug Test Confirmation Number:

 

Name of Person Verifying Information:

 

Name of Person Authorizing Employment:

 

 

6.       JOB REQUIREMENTS WORKSHEET

 

 

Use the following checklists to analyze the demands of particular jobs in relation to the qualifications of job applicants. In order to measure the extent to which an activity is required in a job, place an A,B,C or N/A in each designated blank as follows:

 

A -       Minor - Activity or condition exists less than 20% of work time.

B -        Moderate - Activity or condition exists between 20-60% of work time.

C -        Major - Activity or condition exists 60% or more of work time.

N/A -    Not applicable

 

 

PHYSICAL DEMAND

% of Work

Code

Strength

 

 

Standing

 

 

Walking          

 

 

Sitting 

 

 

Lifting

 

 

Carrying

 

 

Pushing

 

 

Reaching        

 

 

Handling

 

 

Fingering

 

 

Feeling

 

 

Throwing        

 

 

Eye-Hand Coordination

 

 

Foot-Hand-Eye Coordination

 

 

Climbing        

 

 

Stairs   

 

 

Ladders

 

 

Other

 

 

Balancing

 

 

Communicating

 

 

Ordinary

 

 

Other

 

 

Hearing

 

 

Ordinary

 

 

Other

 

 

Stooping

 

 

Kneeling

 

 

Crouching

 

 

Crawling

 

 

Turning/Twisting

 

 

Bending at Waist

 

 

Other

 

 

Seeing

 

 

Acuity - Near  

 

 

Acuity - Far

 

 

Depth Perception

 

 

Accommodation          

 

 

Color Vision

 

 

Field of Vision

 

 

PHYSICAL CONDITION

% of Work

Code

Working Area

 

 

Inside  

 

 

Outside

 

 

Temperature

 

 

Constant cold  

 

 

Constant heat

 

 

Changing temperatures

 

 

Atmospheric Conditions

 

 

Fumes 

 

 

Odors  

 

 

Mists   

 

 

Dusts  

 

 

Humidity or Damp

 

 

Dirt

 

 

Oil/Grease       

 

 

Gases  

 

 

Ventilation

 

 

Lighting          

 

 

Other

 

 

Noise  

 

 

Noise level (dB)          

 

 

Exposure (hours/day)

 

 

Unavoidable Hazards

 

 

Mechanical     

 

 

Electrical

 

 

Burns  

 

 

Protective Clothing or Personal Devices

 

 

Cramped quarters

 

 

Moving objects

 

 

Heights

 

 

Other

 

 


 

MENTAL REQUIREMENTS

% of Work

Code

Understand and carry out oral instructions.

 

 

Read and carry out simple written instructions.

 

 

Read work orders, scrap tickets, job lot tickets, graphs, logs, schedules.  

 

 

Read and verify car numbers, alloy identities, etc.

 

 

Read and carry out complicated instructions.     

 

 

Observe and read instruments, gauges, dials, etc. to determine operating conditions.      

 

 

Read and interpret detailed prints, sketches, layouts, specifications, etc.  

 

 

Identify and list production data such as quantities, pressures, alloys, operating conditions.

 

 

Prepare detailed records or reports such as inventory records, receiving reports, operating logs, lab analyses, quantities, etc.

 

 

Estimate size, form, quality or quantity of objects.

 

 

Estimate speed of moving objects.

 

 

Inspect, examine and observe for obvious product or equipment defects. 

 

 

Count, make simple arithmetic additions and subtractions.

 

 

Compute and calculate amounts of additives, results of tests, etc.

 

 

Use measuring devices such as tapes, gauges, rules, weight scales, where reading is direct and obvious.               

 

 

Use measuring devices such as micrometers, calibrated steel tapes, calipers where precision & interpretation are required.

 

 

Make routine lab tests, such as titrations, specify gravity, etc.

 

 

Plan and schedule movement or flow of materials or products.

 

 

Operate overhead cranes and hoists.     

 

 

Use hand power tools.  

 

 

Use non-power head tools such as hammers, wrenches, etc.

 

 

Set up and operate machine tools such as lathes, milling machines, saws.

 

 

Assemble or disassemble objects.

 

 

Determine malfunctioning of units by observing.

 

 

Determine nature and location of malfunction.  

 

 

Perform repair and maintenance of equipment.  

 

 

Perform a journeyman craft activity.     

 

 

Make adjustments to obtain specified operating conditions such as turning valves; switches; moving and setting controls; adjusting furnaces, pumps

 

 

Control activities of a single processing unit.

 

 

Control activities of several processing units.    

 

 

Operate equipment requiring specialized knowledge of process.

 

 

Plan own work activities.

 

 

Plan work activities of others.

 

 

Direct work activities of others.

 

 

Coordinate work activities of others.

 

 

Train other workers.     

 

 

Work alone.    

 

 

Work as a member of a team.   

 

 

Work without supervision.       

 

 

Work with minimum amount of supervision.     

 

 

Work under pressure.   

 

 

Work rapidly for long periods.  

 

 

Work on several tasks at the same time.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7.       KNOWLEDGE WORKER INTERVIEW QUESTIONNAIRE

 

 

1.             Do you own a personal computer and, if so, what kind?                                                             

2.             What software do you know how to operate?                                                                                                                                                                                                                            

3.             Do you have a fax modem?                                           Yes                  No                 

4.             Do you use an email program?                          Yes                  No                 

5.             What literature that relates to your profession do you read, including books, newspapers, trade magazines, etc.?                                                                                                                       

                                                                                                                                               

 

6.             What classes or seminars have you taken on your own during the last three years to advance your career and personal growth?                                                                                                                                                                                                                                             

                                                                                                                                               

 

7.             What efforts have you made at "networking" to advance your career?                                                                                                                                                                                                                                                                                                                                         

 

8.             What volunteer or non-profit activities do you engage in?                                                          

                                                                                                                                               

9.             Where do you see your profession going in the next five to ten years?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

           

10.          Where do you see the industry going?                                                                                       

                                                                                                                                               

 

11.          What are you doing to stay on top of these changes?                                                                  

                                                                                                                                                                                                                                                                                               

 

12.          What are the most important things to you about any job?  Is it the pay, the opportunities, feelings of self-worth, fellow employees, location, benefits, etc.?                                                         

                                                                                                                                               

 

13.          What efforts do you make to keep yourself healthy?  Do you exercise, eat a proper diet, refrain from smoking, take nutritional supplements, meditate, etc.?                                                                                                                                                                                                      


14.          Who do you consider to be your professional role model? Why do you consider this person to be so special?  How can you improve on that person's contributions?                                                                                                                                                                                                                                                                                                                                    

 

15.          When it comes to getting paid, are you the type of person that is more interested in a steady paycheck with good benefits or would you rather work for a company where there may be greater risk but yet greater rewards in terms of both pay and job satisfaction?  Please explain                                                                                                                                                                                                                                                                                                            

                                                                                                                                               

 

16.          What type of incentive programs have you found to work best?                                                                                                                                                                                                                                                                                                                                                  

 

17.          Tell me about the most critical job project you ever worked on?                                                 

                                                                                                                                               

 

18.          Please explain the best work experience you had in the past five years?                                                                                                                                                                                      

                                                                                                                                               

 

19.          Please explain the worst work experience you had in the past five years?                        

                                                                                                                                               

 

20.          What do you know about our company?  What are our primary products and services? What do you perceive our strengths and weaknesses to be?                                                                                                                                                                                                           

                                                                                                                                                                                                                                                                                               

 

21.          Please explain any dealings that you have already had with our company.  Are any of our employees your personal friend?  Do you have any potential conflicts of interest?             

                                                                                                                                                                                                                                                                                               

 

22.          Have you signed any trade secret, non-compete or non-disclosure agreements?   

 

Yes                  No                 

 

If so, do you have a copy?                                                         Yes                  No                 

 

 

23.       Would you be willing to submit to a pre-hire drug test?   Yes                  No                 

 

 

 

24.       Would you be willing to undergo a series of tests to help us determine whether or not your skills fit our needs and if your overall personality and outlook is a match for our company?

 

Yes                  No                 

 

 

25.       What do you think are the greatest strengths and values that you can bring to this company?  Is it your knowledge of this industry, your ability to get along with people, dedication and loyalty, or is it something else?                                                                                                                   

                                                                                                                                                                                                                                                                                               

 

26.       If hired, where would you like to see yourself within this company in the next three to five years?

                                                                                                                                                           

                                                                                                                                                                                                                                                                                               

 

27.       Have you placed your professional goals in writing?        Yes                  No                 

 

28.       What are they?                                                                                                                        

                                                                                                                                                                                                                                                                                               

 

29.       What is your opinion about the followings and why?

 

·            the issue of trust in the workplace                                                                                     

·            the power of having a corporate vision                                                                              

·            the issues of loyalty and commitment                                                                                

·            taking risks in the workplace                                                                                            

·            working with little supervision                                                                                          

·            change in the workplace                                                                                                   

·            terminating poor performers                                                                                             

·            being acknowledged for good performance                                                                        

 

30.       Is there anything else you would like to know or share?                                                             

                                                                                                                                                                                                                                                                                                                                                                                                                                               

 

Notes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

 

 

 

 

 

 

 

 

 

8.       JOB APPLICANT INTERVIEW SCRIPT

 

1.     INTRODUCTION

 

When the applicant arrives, put him or her at ease using a friendly, businesslike attitude. Let the applicant know that you're glad that they've come and that you have set aside sufficient uninterrupted time to conduct the interview. You can start the interview with chatter about hobbies, interests, etc., if you are comfortable doing so and are confident that you can stay away from personal questions that might be considered discriminatory. Or you can simply ask one of the following questions:

 

·         "How did you happen to become interested in our organization?"

 

·         "How did you hear of the opening?"

 

·         Depending on the response, you can work in an overview of what you have planned.

 

"Before we start, let me give you some idea of what I'd like to cover today. I want to review your background and experience so that I can decide whether the job is suited to your talents and interests. So, I'd like to hear about your job, education, interests, outside activities, and anything else you'd like to tell me. And after we have covered your background, I want to give you information about our organization and the job, and answer any questions that you might have."

 

2.     WORK EXPERIENCE

 

A discussion of work experience should vary widely based, in part, on how long the applicant has been employed. Questions appropriate to a recent high school or college graduate will make little sense when interviewing a professional with 15 years of experience. For an applicant with substantial experience, a reasonable starting point would be a discussion of the most recent position. In addition to focusing on the jobs themselves, it might also be helpful to discuss why the applicant has changed jobs in the past, the duration of each prior employment, chronological gaps in employment, etc. The following script would be appropriate when interviewing someone who has not been working long.

 

·         "A good place to start would be your work experience."

 

·         "I'm interested in the jobs you've held, what your duties and responsibilities were, your likes and dislikes, and what you felt you may have gained from them."

 

·         "Let's start with a brief review of your first work experiences, those you might have had part-time during school or during the summer, and then we'll concentrate on your more recent jobs in more detail."

 

·         "What do you remember about your very first job?"

 

Select specific follow-up questions for each job and move forward chronologically. It's been suggested that you move forward chronologically because there's a more natural conversational flow and you can see patterns of behavior emerge. Your follow-up questions should ask for specific examples of behavior, not general or hypothetical responses.

 

Ask specific, clear questions one at a time and let the applicant answer uninterrupted. Resist filling in every lull in the conversation; wait to see if the applicant will do so. Avoid either verbally or physically giving the applicant a clue as to how you regard their answers; remain neutral.

 

To draw the applicant out without revealing what you're thinking, try using his or her own words. If the candidate says, "I like to work independently," you could respond with "Independently?" Of course, you could also use the opportunity to ask the applicant to give an example of what he or she did working independently.

 

After you have covered the applicant's work experience, you could move on to education.

 

3.     EDUCATION

 

As in the case of the work experience portion of the interview, the education discussion must be tailored to suit the applicant's educational level. The sample interview that follows would be appropriate for a younger applicant who has not been out of high school for any length of time. When interviewing for a professional position, the focus would shift to the professional education.

 

·         "You've given me a good review of your work experience – now let's talk about your education. Why don't we start with high school briefly and then cover more recent schooling and any specialized on the job training you may have had. I'm interested in the subjects you preferred, your grades, extracurricular activities, and anything else of importance."

 

·         "What was high school like for you?"

 

Select specific follow-up questions for each educational experience and move forward chronologically. Don't necessarily accept answers at face value. Chronology reveals patterns. Take the information and patterns of behavior that you're being told and analyze them in terms of the performance skills you determined that you needed before the interview began.

 

4.     ACTIVITIES AND INTERESTS

 

"Turning to the present, I'd like to give you the opportunity to mention some of your interests and activities outside of work—hobbies, what you do for fun and relaxation, any community activities, professional associations, or anything else you'd like to mention that you think might be relevant to our job. What would you like to mention?"

 

Select specific follow-up questions.

 

Show interest and attention, as well as respect for the applicant. Don't talk down. Do use an appropriate language level.

 

5.     SELF-ASSESSMENT

 

Select specific follow-up questions as needed.

 

·         "Now let's try to summarize our conversation. Thinking about all we've covered today, what would you say are some of your strengths—qualities both personal and professional that make you a good prospect for any employer?"

 

·         "You've given me some real assets, and now I'd like to hear about areas you'd like to develop further—all of us have qualities we'd like to change or improve. What are some of yours?"

 

 

6.     TRANSITION TO INFORMATION-GIVING PHASE

 

If you are still interested in the applicant, proceed to this phase of the interview. On the other hand, if you have already decided that the applicant isn't suitable, there isn't much point in describing a position that the applicant won't be filling.

 

·         "You've given me a good review of your background and experience, and I have enjoyed talking with you. Before we turn to my review of our organization, and the job, is there anything else about your background you would like to cover?"

 

·         "Do you have any specific questions or concerns before I give you information about the job and the opportunities here?"

 

All right, now I have some information I'd like to give you." Review the organization, the job, benefits, location, etc. Tailor your presentation as appropriate to your interest in the candidate.

 

7.     CLOSING

 

Close the interview graciously. If you have already decided not to offer the applicant a job, you can let them know at this point. Do so cordially and uncritically; you needn't be specific about why you've rejected the candidate.

 

·         "Do you have any other questions about us, the job, or anything else?"

 

·         "I've enjoyed talking with you today, but we won't be able to offer you this position."

 

If you think that you would consider the applicant for another position in the future, say so. You've already spent the time on an interview.

 

If pressed for a reason why an applicant won't be offered a job, you always have the option of telling the applicant that you do not discuss the reasons for your hiring decisions. Or, you may explain that, for example, you have already interviewed other, more qualified applicants. Use your judgment, realizing that it can create a very awkward situation if you merely tell an applicant that he or she is "unqualified" or "lacking experience." Be honest, but don't be confrontational.

 

·         If you've found a promising candidate, you can continue.

 

·         "What is your level of interest in us at this point?"

 

·         Explore any doubts or reservations the applicant might have. "Let me review what the next steps are."

 

·         Let the applicant know what's likely to happen next, whether another interview will be needed, and how long it will be before a decision is made.

 

·         Finish by thanking the participant: "I want to thank you for coming today...."

 

 

 

 

 

9.       QUESTIONS TO AVOID DURING AN INTERVIEW

 

 

The questions below are generally prohibited during the selection process because they inquire into information that is not required as a matter of business necessity, or are not job-related. The point is to only ask questions that relate to how the individual can handle the job and provide value to the company. Some prohibited questions are proper to ask after the interview process for statistical and other reasons. Unless clearly job-related, the following questions should be avoided:

 

 

·         “What is your maiden name?”

 

·         “Do you own or rent your home?”

 

·         “What is your age?”

 

·         “What is your date of birth?”

 

·         The dates of attendance or completion of elementary or high school.

 

·         Questions which tend to identify an applicant's age as over 40.

 

·         Birthplace of applicant or of applicant's parents, spouse or other relative.

 

·         “Are you a [COUNTRY] citizen?” or “What is your citizenship or that of your parents, spouse or

·         other relative.”

 

·         Questions as to race, nationality, lineage, ancestry, national origin, descent, or parentage of applicant or applicant’s spouse.

 

·         “What is your mother's tongue?” or “What is the language you speak at home?”

 

·         Questions which indicate the applicant's marital status.

 

·         Questions about the number or ages of children or dependents.

 

·         Questions regarding provisions for childcare.

 

·         Questions regarding pregnancy, childbearing or birth control.

 

·         Questions regarding the names or addresses of relatives, spouse, or children of adult applicant.

 

·         Questions such as, “With whom do you reside?” or “Do you live with your parents?”

 

·         Questions as to applicant's complexion, or color of skin, eyes, or hair.

 

·         Questions as to applicant's height and weight.

 

·         Requiring an applicant to affix a photograph to the application.

·         Requesting an applicant at his or her option, to submit a photograph.

 

·         Questions regarding an applicant's general medical condition, state of health, or illness.

 

·         Questions regarding the medical condition or health of an applicant's family or associates.

 

·         Questions regarding AIDS, HIV and related conditions.

 

·         “Have you ever made a worker's compensation claim?”

 

·         Questions regarding receipt of worker's compensation benefits.

 

·         "Do you have any mental or physical disabilities or handicaps?"

 

·         Questions regarding arrest record, such as "Have you ever been arrested?" unless they are in a security-related position. It's okay to ask if they have been convicted of a felony.

 

·         Questions regarding refusal or cancellation of bonding unless they are in a security-related position.

 

·         Questions regarding service in foreign military.

 

·         Questions regarding applicant's current or past assets, liabilities, or credit rating, including prior bankruptcies unless job-related.

 

·         Questions regarding length of residence at a particular address.

 

·         Requiring a list of all organizations, clubs, societies, or lodges to which applicant belongs.

 

·         Questions to applicant's former employers or references, or acquaintances of references, which elicit information specifying the applicant's race, color, religious creed, nation original, ancestry, disability, mental disability, physical disability, medical condition, marital status, age, sex, or other prohibited basis of discrimination.

 

·         Questions regarding religious obligations that would prevent an individual from being available to work on Friday evenings, Saturdays, Sundays, or holidays.

 

·         Questions seeking the names and addresses of relatives (as opposed to persons) to be notified in case of accident or emergency.

 

·         Asking a female candidate whether her family will object to her working at night.

 

·         Asking a female candidate whether she has any reason to believe she might require any leave for medical reasons during the next calendar year.

 

·         Asking an older candidate whether they feel they can keep up with the younger employees in the department.

 

·         Asking an applicant the origin of their name.

 

·         “How do you expect to do this job when you are blind?”

 

·         Discriminatory remarks such as, “I'll bet you're a good dancer” or, “I don't know how you people eat that kind of food. It makes me burp” or, “Are you trying to be superwoman?”

 

·         “How did you lose your leg?”

 

·         “Have you ever had cancer, high blood pressure, heart problems?”

 

·         “Have you ever injured your back?”

 

·         “How strong is your back?”

 

·         “Have you ever taken a leave of absence for health reasons?”

 

·         “Are your parents healthy?”

 

·         “What did you parents die of?”

 

·         “What is the prognosis for your disease?”

 

·         “Is your skin condition caused by a disease?”

 

·         “Do you have any physical or mental disability/handicap that will require reasonable accommodation?”

 

·         “Have you ever abused alcohol?”

 

·         “Is anyone in your family disabled?”

 

 

10.   APPLICANT APPRAISAL FORM

 

Use this form to rate the applicant in each category listed. Study the job description and this form before interviewing & appraising the job applicant. First you are asked to weigh the value of each category to the job being applied for, and then circle the applicant’s ability rating in each category. Multiply the two scores to get the total for each category. Add the category totals to reach the applicant’s total score. Be sure to use the same value ratings for each candidate applying for the job.

 

VALUE FACTOR RATINGS

1 = No value

2 = Minimal value

3 = Important

4 = Very important

5 = Most important

 

APPLICANT’S ABILITY RATINGS

1 = Unsatisfactory

 2 = Barely satisfactory

3 = Satisfactory

4 = Above average

5 = Outstanding

 

SKILLS & KNOWLEDGE

 

The extent to which the applicant possesses the practical / technical knowledge required by the position.

Makes effort to constantly improve himself or herself.

 

Value Factor:

(Lowest)

1

2

3

4

5

(Highest)

Total

 

Applicant’s Ability:

(Lowest)

1

2

3

4

5

(Highest)

X Total

 

 

CATEGORY TOTAL (Value X Ability):

 

 

RESPONSIBILITY

 

The extent to which the applicant has demonstrated integrity and responsibility in the workplace & community.

 

Value Factor:

(Lowest)

1

2

3

4

5

(Highest)

Total

 

Applicant’s Ability:

(Lowest)

1

2

3

4

5

(Highest)

X Total

 

 

CATEGORY TOTAL (Value X Ability):

 

 

COMMUNICATION

 

The extent to which the applicant has demonstrates oral or written communication skills. Ability to listen well and work as a team member. Pleasant personality.

 

Value Factor:

(Lowest)

1

2

3

4

5

(Highest)

Total

 

Applicant’s Ability:

(Lowest)

1

2

3

4

5

(Highest)

X Total

 

 

CATEGORY TOTAL (Value X Ability):

 

 

INITIATIVE

 

The extent to which the applicant has the potential to work independently or with minimal supervision.

Self-starter who seeks out opportunities.

 

Value Factor:

(Lowest)

1

2

3

4

5

(Highest)

Total

 

Applicant’s Ability:

(Lowest)

1

2

3

4

5

(Highest)

X Total

 

 

CATEGORY TOTAL (Value X Ability):

 

 

STABILITY

 

How stable is the applicant? (i.e. number of jobs in the past years, length of time at last jobs, emotional)

 

Value Factor:

(Lowest)

1

2

3

4

5

(Highest)

Total

 

Applicant’s Ability:

(Lowest)

1

2

3

4

5

(Highest)

X Total

 

 

CATEGORY TOTAL (Value X Ability):

 

 

MOTIVATION

 

How motivated is the applicant?  Are they goal oriented?  Will they work hard for our company?

 

Value Factor:

(Lowest)

1

2

3

4

5

(Highest)

Total

 

Applicant’s Ability:

(Lowest)

1

2

3

4

5

(Highest)

X Total

 

 

CATEGORY TOTAL (Value X Ability):

 

 

FLEXIBILITY

 

Ability of the applicant to “roll with the punches”, accept diverse assignments, and manage change.

 

Value Factor:

(Lowest)

1

2

3

4

5

(Highest)

Total

 

Applicant’s Ability:

(Lowest)

1

2

3

4

5

(Highest)

X Total

 

 

CATEGORY TOTAL (Value X Ability):

 

 

CREATIVITY

 

How creative is the applicant? (problem solving, suggestions, innovation, etc.)

 

Value Factor:

(Lowest)

1

2

3

4

5

(Highest)

Total

 

Applicant’s Ability:

(Lowest)

1

2

3

4

5

(Highest)

X Total

 

 

CATEGORY TOTAL (Value X Ability):

 

 

 

 

 

 

TOTAL VALUE POTENTIAL (Sum of All Category Totals):

 

 

 

 

Applicant’s Name:

 

Interview Date:

 

 

 

 

 

Reviewer’s Name:

 

Date:

 

 

 

 

 

Reviewer’s Comments:

 

 

 

 

 

 

 

11.   APPLICANT APPRAISAL FORM

 

 

The purpose of this form is to help you communicate your impression of a recent job applicant. Please review the job description and applicant resume before your interview with them. You should consider drafting some questions in advance of the interview. Limit your questions to job related issues so you can be prepared to answer the questions on this form. The interview should last no more than 30 minutes.

 

Be sure to fill out the form immediately after your interview, but please save your final ratings until after all applicants have been interviewed.

 

 

1.

What is your impression of the applicant’s job skills and knowledge?

 

 

 

 

 

 

 

 

 

 

 

 

2.

Do you think the applicant can be a valuable asset to this company? Please explain.

 

 

 

 

 

 

 

 

 

 

 

 

3.

What do you think about this applicant’s communication skills?

 

 

 

 

 

 

 

 

 

 

 

 

4.

How well do you feel this applicant will be able to work with your current department or team?

 

 

 

 

 

 

 

 

 

 

 

 

5.

Do you know anyone better qualified for this job?

 

 

 

 

 

 

 

 

 

 

 

 

6.

Please give your overall rating to this applicant, on a scale from 1 to 5, with 1 being lowest, and 5 being highest:

 

 

1

2

3

4

5


Complete the following after interviewing all applicants:

 

What is your overall ranking of this applicant, as compared to the other applicants for this position that you have interviewed?

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

 

 

OUT OF

 

 

                                                                                                                                                           

Appraiser’s Name:                                                                          Title:

 

 

 

                                                                                                                                                           

Signature                                                                                  Date

 

 

 

 

 

12.   APPLICANT SELECTION CRITERIA RECORD

 

 

JOB TITLE

CANDIDATES CONSIDERED (INCLUDING MINORITIES AND FEMALES)

NAME

MALE/

FEMALE

ETHNIC

CODE*

ON LAB SECTION/ OFF LAB

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*ETHNIC CODES:  1-BLACK, 2-ORIENTAL, 3-HISPANIC, 4-AMERICAN INDIAN, 0-OTHER

CANDIDATE SELECTED

NAME

MALE/

FEMALE

ETHNIC

CODE

SOURCE

 

 

 

 

 

SELECTION CRITERIA

 

 

 

 

 

 

 

 

 

 

REASONS CANDIDATE SELECTED WAS PREFERABLE TO OTHERS

 

 

 

 

 

 

 

 

 

 

 

ORIGINATOR'S SIGNATURE

DATE

 

 

 

 

Contracts

 

EMPLOYEE NON-COMPETE AGREEMENT

 

 

This Employee Non-Compete Agreement (the "Agreement") is made and effective this [DATE],

 

BETWEEN:                [EMPLOYEE NAME] (the "Employee"), an individual with his main address at:

 

                                    [COMPLETE ADDRESS]

 

AND:                           [YOUR COMPANY NAME] (the "Company"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

 

                                    [YOUR COMPLETE ADDRESS]

 

1.     COVENANT NOT TO COMPETE

 

For good consideration and as an inducement for Company to employ Employee, if such employment is terminated for any cause, employee shall not, for a period of [TIME PERIOD] years after leaving the employment, engage directly or indirectly, either personally or as an employee, associate partner, partner, manager, agent, or otherwise, or by means of any corporate or other device, in the [TYPE OF ENTERPRISE] business within [GEOGRAPHICAL AREA] [if appropriate, add: nor shall employee for such period and in such localities solicit orders, directly or indirectly, from any customers of Company, or from any customers of its successor, for such products as are sold by Company or its successor, either for (himself or herself) or as an employee of any person, firm, or corporation].

 

2.     DEFINITION OF THE TERMS

 

The term "not compete" as used herein shall mean that the Employee shall not own, manage, operate, consult or to be employed in a business substantially similar to, or competitive with, the present business of the Company or such other business activity in which the Company may substantially engage during the term of employment.

 

Competition means owning or working for a business of the following type: [SPECIFY TYPE OF BUSINESS EMPLOYEE MAY NOT ENGAGE IN].

 

3.     TRADE SECRETS

 

The Employee acknowledges that the Company shall or may in reliance of this agreement provide Employee access to trade secrets, customers and other confidential data and good will. Employee agrees to retain said information as confidential and not to use said information on his or her won behalf or disclose same to any third party.

 
The Employee will take necessary actions to keep the Company's business secrets, including but not limited to customer, supplier, logistical, financial, research and development information, confidential and not to disclose the Company's business secrets to any third party during and after the term of the Employee's employment.

 

 
4.     SPECIFIC ACCOUNT NON-COMPETITION CLAUSE
 
On the termination of the Employee's employment with the Company for any reason, the Employee will not solicit any customer of the Company that was a customer of the Company during the course of the Employee's employment with the Company, whether or not still a customer of the Company and whether or not knowledge of the customer is considered confidential information, or in any way aid and assist any other person to solicit any such customer for a period of [TIME PERIOD] from the date of termination of the Employee's employment.
 
 
5.     INDEMNIFICATION
 

Employee agrees to pay liquidated damages in the amount of [DOLLAR AMOUNT] for any violation of the covenant not to compete contained in this Agreement.

 
 
6.     BINDING AGREEMENT
 
If any part of these promises is void for any reason, the undersigned accepts that it may be severed without affecting the validity or enforceability of the balance of the promises.
 

This non-compete agreement shall extend only for [GEOGRAPHICAL AREA] and shall be in full force and effect for [NUMBER] years, commencing with the date of employment termination.

This agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives.

 

IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated below.

 

 

COMPANY                                                                 EMPLOYEE

 

 

 

 

                                                                                                                                                            

Authorized Signature                                                    Authorized Signature

 

                                                                                                                                                           

Print Name and Title                                                     Print Name and Title

 

 

13.   EMPLOYEE NON-DISCLOSURE AGREEMENT

 

This Employee Non-Disclosure Agreement (the "Agreement") is made and effective this [DATE],

 

 

BETWEEN:                [EMPLOYEE NAME] (the "Employee"), an individual with his main address at:

 

                                    [COMPLETE ADDRESS]

 

 

AND:                           [YOUR COMPANY NAME] (the "Company"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

 

                                    [YOUR COMPLETE ADDRESS]

 

 

In consideration of employment by Company and disclosure by Company of confidential and trade secret information, the undersigned Employee hereby covenants and agrees as follows:

 

 

1.     CONFIDENTIALITY

 

Employee acknowledges that in the course of Employee's employment by Company, Employee will be exposed to valuable confidential and trade secret information of Company. Employee agrees to treat all such information as confidential and to take all necessary precautions against disclosure of such information to third parties during and after the term of this Agreement.

 

Employee acknowledges that trade secrets of the Company will consist of but will not be necessarily limited to:

 

a)    Technical information: Methods, processes, formulae, compositions, systems, techniques, inventions, machines, computer programs and research projects.

 

b)    Business information: Customer lists, pricing data, sources of supply, financial data and marketing, production, or merchandising systems or plans.

 

Employee understands that this Agreement does not and will not prevent him/her from working for any other Company subsequent to the termination of his/her employment with the Company as long as the Employee does not use or disclose any such confidential and proprietary information.

 

2.     USE

 

Employee shall not use Company's confidential and trade secret information, except to the extent

necessary to provide services or goods requested by Company.

 

3.     ENFORCEMENT

 

The Employee agrees that if he/she commits a breach of any of the provisions of this Agreement, the Company shall have the right to enforce this Agreement in any court having equity jurisdiction. Employee acknowledges and agrees that any such breach of this Agreement will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. In addition, the Company shall have any other rights and remedies available at law or in equity.

 

4.     TERMINATION

 

All materials furnished to Employee by Company, and all materials prepared by Employee in connection with Employee's employment by Company, including without limitation documents, models, source code, designs, flowcharts and listings, along with all copies made thereof, shall be returned promptly to Company upon termination of Employee's employment by Company.

 

5.     OWNERSHIP

 

Employee agrees that all developments made and works created by Employee or under Employee's direction in connection with Company assignments shall be the sole and complete property of Company, that any and all copyrights and other proprietary interests therein shall belong to Company, and that the other provisions of this Agreement shall fully apply to all such developments and works.

 

6.     GOVERNING LAW

 

This Agreement shall be construed in accordance with the laws of the state of [STATE/PROVINCE].

 

 

7.     INDEMNIFICATION
 

Employee agrees to pay liquidated damages in the amount of [DOLLAR AMOUNT] for any violation of the covenant not to disclose confidential information contained in this Agreement.

 
 
8.     BINDING AGREEMENT
 
If any part of these promises is void for any reason, the undersigned accepts that it may be severed without affecting the validity or enforceability of the balance of the promises.

 

This agreement shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives.

 

 

IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated below.

 

 

COMPANY                                                                 EMPLOYEE

 

 

 

                                                                                                                                                            

Authorized Signature                                                    Authorized Signature

 

                                                                                                                                                           

Print Name and Title                                                     Print Name and Title

 

 

 

 

14.   EMPLOYEE PROPRIETARY RIGHTS ACKNOWLEDGMENT

 

 

 

This Employee Proprietary Rights Acknowledgment (the "Agreement") is made and effective this [DATE],

 

 

BETWEEN:                [EMPLOYEE NAME] (the "Employee"), an individual with his main address at:

 

                                    [COMPLETE ADDRESS]

 

 

AND:                           [YOUR COMPANY NAME] (the "Company"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

 

                                    [YOUR COMPLETE ADDRESS]

 

 

TERMS

 

 

1.             During the course of my employment, I have, and in the future may, develop certain work product within the scope of my job responsibilities or otherwise within the scope of the Employer’s current or potential lines of business. This work product may be created by me at the Employer’s premises, during my normal work hours, or after hours at another location. This work product may be created by me alone or in conjunction with other employees or other third parties. All such work product shall be herein referred to as “Employer Proprietary Products.”

 

2.             I agree that my Employer shall own all proprietary rights, including but not limited to copyrights, trade secret rights, patent rights. Trademark rights, and all other intellectual property rights in and to the Employer Proprietary Products.

 

3.             I agree that all Employer Proprietary Products shall be considered “works made for hire” under the provisions of the United States Copyright Act and all other equivalent laws.

 

4.             Upon request from the Employer, I agree to execute any and all documents and take any other actions reasonably necessary to secure ownership of the Employer Proprietary Products in the employer including but not limited to executing assignments, applications, certificates and other instruments requested by my employer.

 

5.             I hereby assign to Employer, waive, relinquish and release any and all moral rights and other common law or statutory rights to the employer Proprietary Products for the benefit of my Employer.

 

6.             I agree not to take any action to challenge or in contravention of the rights of the Employer in and to the Employer Proprietary Products.

 

7.             I acknowledge and agree that the Employer shall have the unrestricted right to secure state and federal proprietary right protection over all Employer Proprietary Products, including but not limited to copyright, patent, trade secret, trademark and all other available protections.

 

8.             I agree at all times to be mindful of the proprietary rights of third parties in the planning and development of work product and to take all steps necessary to avoid infringement upon the rights of third parties or the appearance of potential infringement upon the rights of any third party.

 

9.             I agree that during the period of my employment and thereafter, that I will refrain from disclosing any confidential or trade secret information of my employer to any other party and that I will refrain from suing any such information for my own purposes and personal benefit. I acknowledge that misappropriations of trade secrets is prohibited by law and in some cases can result in criminal liability. I agree that all trade secrets are of value to my Employer and that misappropriation thereof could cause my Employer substantial damage and injury. Trade secrets may include written or unwritten information, inventions, processes or ideas that are protected by my Employer and have potential value or the release of which could do damage to my Employer or place my Employer at a competitive disadvantage. Trade secrets may include customer lists, referral lists, customer information, demographic information, software, programming methods, source codes, proprietary technology, business plans, financial information, product design, formula, data, processes, systems, marketing and advertising plans, internet marketing techniques, design techniques, and a host of other information that the Employee deems to be confidential and proprietary.

 

10.          I represent and warrant that there are no obligations that are remnant of any prior employment, contractual or working relationship which could interfere with my duties to my employer or which could lead, directly or indirectly, to any claim of infringement or other legal claim related to the fruits of my efforts for this Employer.

 

11.          Upon termination of my employment, whether with or without cause, by my actions or my Employer’s action, or upon request from my Employer, I agree that I shall not retain any copies or other forms of my work product or any other information, assets, property, whether tangible or intangible of the Employer or including any trade secrets or confidential information of the Employer and that I shall turn all such items over to the Employer prior to my departure.

 

 

BY SIGNING BELOW, YOU ACKNWOLEDGE AND AGREE THAT YOU HAVEP REVIOUSLY ENTERED INTO AN AGREEMENT WITH THE COMPANY RESTRICTING YOU FROM DISCLOSURE OF PROPRIETARY INFORMATION AND THAT YIU UNDERSTAND THAT THE TERMS OF THOSE RESTRICTIONS CONTINUE INDEFINATELY FOLLOWING THE TERMINATION OF YOUR EMPLOYMENT WITH THE COMPANY. YOU FURTHER ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND COMPANY POLICIES WITH RESPECT TO PROTECTION OF PROPRIETARY INFORMATION AND THAT YOU WILL TAKE NO ACTIONS CONTRARY THERETO.

 

YOU ATTEST THAT YOU HAVE READ AND FULLY UNDERSTAND THIS DOCUMENT AND THE CONSEQUENCES THEREOF AND THAT YOU ARE IN AGREEMENT WITH ALL OF THE ITEMS CONTAINED HEREIN.

 

 

COMPANY                                                                 EMPLOYEE

 

 

 

                                                                                                                                                            

Authorized Signature                                                    Authorized Signature

 

                                                                                                                                                           

Print Name and Title                                                     Print Name and Title

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15.   EMPLOYMENT AGREEMENT – TECHNICAL EMPLOYEE

 

 

This Employment Agreement for “At Will” Employee (the "Agreement") is made and effective this [DATE],

 

 

BETWEEN:                [EMPLOYEE NAME] (the "Employee"), an individual with his main address at:

 

                                    [COMPLETE ADDRESS]

 

 

AND:                           [YOUR COMPANY NAME] (the "Company"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

 
                                    [YOUR COMPLETE ADDRESS]
 

 

RECITALS

 

In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Company hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Company, on an “at will” basis, upon the following terms and conditions:

 

 

1.     COMPANY'S TRADE SECRETS

 

Employee understands that in performance of [HIS/HER] job duties with the Company, Employee will be exposed to the Company's trade secrets. "Trade secrets" means information or material that is commercially valuable to the Company and not generally known in the industry. This includes:

 

A.    Any and all versions of the Company's proprietary system (including source code and object code), hardware, firmware and documentation;

 

B.    Technical information concerning the Company's products and services, including product data and specifications, diagrams, flow charts, drawings, test results, know-how, processes, inventions, research projects and product development;

 

C.    Information concerning the Company's business, including cost information, profits, sales information, accounting and unpublished financial information, business plans, markets and marketing methods, customer lists and customer information, purchasing techniques, supplier lists and supplier information and advertising strategies;

 

D.    Information concerning the Company's employees, including their salaries, strengths, weaknesses and skills;

 

E.    Information submitted by the Company's customers, suppliers, employees, consultants or co-venturers with the Company for study, evaluation or use; and

 

F.    Any other information not generally known to the public which, if misused or disclosed, could reasonably be expected to adversely affect the Company's business.

 

 

 

2.     NONDISCLOSURE OF TRADE SECRETS

 

Employee will keep the Company's trade secrets, whether or not prepared or developed by [HIM/HER], in the strictest confidence. Employee will not use or disclose such secrets to others without the Company's written consent, except when necessary to perform [HIS/HER] job. However, Employee shall have no obligation to treat as confidential any information which:

 

A.    Was in [HIS/HER] possession or known to me, without an obligation to keep it confidential, before such information was disclosed to Employee by the Company;

 

B.    Is or becomes public knowledge through a source other than Employee and through no fault of Employee; or

 

C.    Is or becomes lawfully available to Employee from a source other than the Company.

 

 

3.     CONFIDENTIAL INFORMATION OF OTHERS

 

Employee will not disclose to the Company, use in the Company's business, or cause the Company to use, any information or material that is a trade secret of others. [HIS/HER] performance of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by Employee prior to [HIS/HER] employment by the Company.

 

4.     NO CONFLICTING OBLIGATIONS

 

Employee has no other current or prior agreements, relationships or commitments that conflict with this Agreement or with [HIS/HER] relationship other than the following: [SPECIFY; IF NONE, SO STATE].

 

5.     RETURN OF MATERIALS

 

When [HIS/HER] employment with the Company ends, for whatever reason, Employee will promptly deliver to the Company all originals and copies of all documents, records, software programs, media and other materials containing any of the Company's trade secrets. Employee will also return to the Company all equipment, files, software programs and other personal property belonging to the Company.

 

6.     CONFIDENTIALITY OBLIGATION SURVIVES EMPLOYMENT

 

Employee understand that [HIS/HER] obligation to maintain the confidentiality and security of the Company's trade secrets remains with Employee even after [HIS/HER] employment with the Company ends and continues for so long as such material remains a trade secret.

 

7.     COMPUTER PROGRAMS ARE WORKS MADE FOR HIRE

 

Employee understand that as part of [HIS/HER] job duties Employee may be asked to create, or contribute to the creation of, computer programs, documentation and other copyrightable works. Employee agree that any and all computer programs, documentation and other copyrightable materials that Employee is asked to prepare or work on as part of [HIS/HER] employment with the Company shall be "works made for hire" and that the Company shall own all the copyright rights in such works. IF AND TO THE EXTENT ANY SUCH MATERIAL DOES NOT SATISFY THE LEGAL REQUIREMENTS TO CONSTITUTE A WORK MADE FOR HIRE, EMPLOYEE HEREBY ASSIGN ALL [HIS/HER] COPYRIGHT RIGHTS IN THE WORK TO THE COMPANY.

 

8.     DISCLOSURE OF DEVELOPMENTS

 

While Employee is employed by the Company, Employee will promptly inform the Company of the full details of all [HIS/HER] inventions, discoveries, improvements, innovations and ideas (collectively called "Developments") – whether or not patentable, copyrightable or otherwise protectible – that Employee conceives, completes or reduces to practice (whether jointly or with others) and which:

 

A.    Relate to the Company's present or prospective business, or actual or demonstrably anticipated research and development; or

 

B.    Result from any work Employee do using any equipment, facilities, materials, trade secrets or personnel of the Company; or

 

C.    Result from or are suggested by any work that Employee may do for the Company.

 

 

9.     ASSIGNMENT OF DEVELOPMENTS

 

Employee hereby assigns to the Company or the Company's designee, [HIS/HER] entire right, title and interest in all of the following, that Employee conceives or makes (whether alone or with others) while employed by the Company:

 

A.    All Developments;

 

B.    All copyrights, trade secrets, trademarks and mask work rights in Developments; and

 

C.    All patent applications filed and patents granted on any Developments, including those in foreign countries.

 

 

10.  POST-EMPLOYMENT ASSIGNMENT

 

Employee will disclose to the Company any and all computer programs, inventions, improvements or discoveries actually made, or copyright registration or patent applications filed, within [NUMBER] months after [HIS/HER] employment with the Company ends. Employee hereby assigns to the Company [HIS/HER] entire right, title and interest in such programs, inventions, improvements and discoveries, whether made individually or jointly, which relate to the subject matter of [HIS/HER] employment with the Company during the [NUMBER] month period immediately preceding the termination of [HIS/HER] employment.

 

 

11.  EXECUTION OF DOCUMENTS

 

Both while employed by the Company and afterwards, Employee agrees to execute and aid in the preparation of any papers that the Company may consider necessary or helpful to obtain or maintain any patents, copyrights, trademarks or other proprietary rights at no charge to the Company, but at its expense.

 

If the Company is unable to secure [HIS/HER] signature on any document necessary to obtain or maintain any patent, copyright, trademark or other proprietary rights, whether due to [HIS/HER] mental or physical capacity or any other cause, Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as [HIS/HER] agents and attorneys-in-fact to execute and file such documents and do all other lawfully permitted acts to further the prosecution, issuance and enforcement of patents, copyrights and other proprietary rights with the same force and effect as if executed by Employee.

 

12.  PRIOR DEVELOPMENTS

 

As a matter of record, Employee has identified all prior developments relevant to the subject matter of [HIS/HER] employment by the Company ("Prior Developments") that have been conceived or reduced to practice or learned by Employee, alone or jointly with others, before [HIS/HER] employment with the Company, which Employee desires to remove from the operation of this Agreement. The Prior Developments consist of:

 

[LIST ALL PRIOR DEVELOPMENTS OR "None."]

 

Employee represents and warrants that this list is complete. If there is no such list, Employee represents that [HE/SHE] has made no such Prior Developments at the time of signing this Agreement.

 

 

13.  CONFLICT OF INTEREST

 

During [HIS/HER] employment by the Company, Employee will not engage in any business activity competitive with the Company's business activities. Nor will Employee engage in any other activities that conflict with the Company's best interests.

 

 

14.  POST-EMPLOYMENT NONCOMPETITION AGREEMENT

 

Employee understand that during [HIS/HER] employment by the Company Employee may become familiar with confidential information of the Company. Therefore, it is possible that Employee could gravely harm the Company if Employee worked for a competitor. Accordingly, Employee agrees for [TIME PERIOD] following the end of [HIS/HER] employment with the Company not to compete, directly or indirectly, with the Company in any of its business if the duties of such competitive employment inherently require that Employee use or disclose any of the Company's confidential information. Competition includes the design, development, production, promotion or sale of products or services competitive with those of the Company. Employee agrees not to engage in, or contribute [HIS/HER] knowledge to, any work that is competitive with or functionally similar to a product, process, apparatus or service on which Employee worked while at the Company. The following post-employment noncompetition terms shall apply also:

 

 

A.    Diversion of Company Business: For a period of [TIME PERIOD] months from the date [HIS/HER] employment ends, Employee will not divert or attempt to divert from the Company any business the Company enjoyed or solicited from its customers during the [NUMBER] months prior to the termination of [HIS/HER] employment.

 

B.    Geographic Restrictions: Employee acknowledges and agrees that the products/services developed by the Company are, or are intended to be, distributed to customers nationally throughout [COUNTRY]. According, Employee agrees that these restrictions on [HIS/HER] post-employment competitive activity shall apply throughout the entire [COUNTRY].

 

A.    Written Consent: Employee understand that Employee will be permitted to engage in the work or activity described in this Agreement if Employee provide the Company with clear and convincing written evidence, including assurances from [HIS/HER] new employer and me, that the contribution of [HIS/HER] knowledge to that work or activity will not cause Employee to disclose, base judgment upon or use any of the Company's confidential information. The Company will furnish Employee a written consent to that effect if Employee provide the required written evidence. Employee agree not to engage in such work or activity until Employee receive such written consent from the Company.

 

B.    Inability to Secure Employment: If, solely as a result of this noncompetition agreement, Employee am unable to secure employment appropriate to [HIS/HER] abilities and training, despite [HIS/HER] diligent efforts to do so, the Company shall either: (1) release Employee from [HIS/HER] noncompetition obligations to the extent necessary to allow Employee to obtain such employment, or (2) pay Employee a periodic amount equal to [HIS/HER] monthly base pay at termination for the balance of the term of this noncompetition agreement.

 

If and while the Company elects to pay Employee the amounts described above, Employee promise to diligently pursue other employment opportunities consistent with [HIS/HER] general skills and interests. Employee understand that the Company's obligation to make or continue the payments specified above will end upon [HIS/HER] obtaining employment, and Employee will promptly give the Company written notice of such employment.

 

 

15.  NONINTERFERENCE WITH COMPANY EMPLOYEES

 

While employed by the Company and for [TIME PERIOD] afterwards, Employee will not:

 

A.    Induce, or attempt to induce, any Company employee to quit the Company's employ,

 

B.    Recruit or hire away any Company employee, or

 

C.    Hire or engage any Company employee or former employee whose employment with the Company ended less than one year before the date of such hiring or engagement.

 

 

16.  ENFORCEMENT

 

Employee agree that in the event of a breach or threatened breach of this Agreement, money damages would be an inadequate remedy and extremely difficult to measure. Employee agree, therefore, that the Company shall be entitled to an injunction to restrain Employee from such breach or threatened breach. Nothing in this Agreement shall be construed as preventing the Company from pursuing any remedy at law or in equity for any breach or threatened breach.

 

17.  SUCCESSORS

 

The rights and obligations under this Agreement shall survive the termination of [HIS/HER] service to the Company in any capacity and shall inure to the benefit and shall be binding upon: (1) [HIS/HER] heirs and personal representatives, and (2) the successors and assigns of the Company.

 

18.  GOVERNING LAW

 

This Agreement shall be construed and enforced in accordance with the laws of the [State/Province] of [STATE/PROVINCE].

 

19.  SEVERABILITY

 

If any provision of this Agreement is determined to be invalid or unenforceable, the remainder shall be unaffected and shall be enforceable against both the Company and Employee.

 

20.  ENTIRE AGREEMENT

 

This Agreement supersedes and replaces all former agreements or understandings, oral or written, between the Company and Employee, except for prior confidentiality agreements Employee has signed relating to information not covered by this Agreement.

 

21.  MODIFICATION

 

This Agreement may not be modified except by a writing signed both by the Company and Employee.

 

22.  ASSIGNMENT

 

This Agreement may be assigned by the Company. Employee may not assign or delegate [HIS/HER] duties under this Agreement without the Company's prior written approval.

 

23.  ACKNOWLEDGMENT

 

Employee has carefully read and considered all provisions of this Agreement and agrees that all of the restrictions set forth are fair and reasonably required to protect the Company's interests. Employee acknowledges that [HE/SHE] has received a copy of this Agreement as signed by [HIM/HER].

 

 

IN WITNESS HEREOF, each party to this Agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated below.

 

 

 

EMPLOYEE                                                                COMPANY

 

 

 

                                                                                                                                                            

Authorized Signature                                                    Authorized Signature

 

                                                                                                                                                           

Print Name and Title                                                     Print Name and Title

 

 

 

16.   EMPLOYMENT AGREEMENT – AT WILL EMPLOYEE

 

This Employment Agreement for “At Will” Employee (the "Agreement") is made and effective this [DATE],

 

BETWEEN:    [EMPLOYEE NAME] (the "Employee"), an individual with his main address at:

 

[COMPLETE ADDRESS]

 

AND:   [YOUR COMPANY NAME] (the "Corporation"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

 

[YOUR COMPLETE ADDRESS]

 
 

RECITALS

 

In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an “at will” basis, upon the following terms and conditions:

 

 

1.     APPOINTMENT

 

The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement.

 

2.     ACCEPTANCE OF EMPLOYMENT

 

Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee’s time, energy and ability to the interests of the Corporation, and to perform Employee’s duties in an efficient, trustworthy and business-like manner.

 

3.     DEVOTION OF TIME TO EMPLOYMENT

 

The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time.

 

4.     NO CONFLICT OF INTEREST

 

Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration.

 

 

5.     CORPORATION PROPERTY

 

Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee’s duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium.

 

6.     COMPENSATION

 

The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees.

 

7.     BONUS & BENEFITS

 

Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee.

 

Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation’s policies and the terms and conditions of such benefits.

 

8.     WITHHOLDING

 

All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law.

 

9.     QUALIFICATIONS OF EMPLOYEE

 

The employee shall satisfy all of the qualification that are established by the Corporation.

 

10.  TERM OF AGREEMENT

 

There shall be no guaranteed term of employment. Employ acknowledges and agrees that Employee shall be an “At Will” Employee and that Employee’s employment may be terminated at any time by the Corporation, with or without cause.

 

11.  FEES FROM EMPLOYEE’S WORK

 

The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate.

 

12.  CLIENTS AND CLIENT RECORDS

 

The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment.

 

13.  POLICIES AND PROCEDURES

 

The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation.

 

14.  TERMINATION

 

Employee acknowledges and agrees that Employee is an “at will” employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not.

 

 

15.  CREATIONS AND INVENTIONS

 

Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee’s employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI’s, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be “works made for hire” as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee’s employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation’s ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation.

 

 

16.  RESTRICTIVE COVENANTS

The Employee acknowledges that the Corporation, through its employment of the Employee, has provided the Employee with confidential information, business and professional contacts, training and experience, and the ability to service and otherwise have access to the Corporation's clients. The Employee further acknowledges that such confidential information, business and professional contacts, training and experience, and the ability to service and otherwise have access to the Corporation's clients are the result of his employment by the Corporation. In consideration of the foregoing and of the benefits generally provided to the Employee by the Corporation pursuant to the terms of this Agreement and otherwise, the Employee agrees to abide and be bound by the restrictions and prohibitions of this Article, which restrictions are intended by the parties to extend to any and all activities of the Employee, whether as an independent contractor, partner or joint venturer, or as an officer, director, stockholder, agent, employee or salesman for any person, firm, partnership, corporation or other entity, or otherwise.

 

17.  HIRING

 

The Employee agrees that during the Employee's employment with the Corporation and for a period of [NUMBER] years following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, the Employee will not attempt to hire any other employee or independent contractor of the Corporation or otherwise encourage or attempt to encourage any other employee or independent contractor of the Corporation to leave the Corporation's employ.

 

18.  CONFIDENTIALITY; DISCLOSURE; PROPRIETARY INFORMATION

 

Employee recognizes and acknowledges that all records with respect to clients, business associates, customer or referral lists, contracting parties and referral sources of the Corporation, and all personal, financial and business and proprietary information of the Corporation, its employees, officers, directors and shareholders obtained by the Employee during the term of this Agreement and not generally known in the public (the "Confidential Information") are valuable, special and unique and proprietary assets of the Corporation's business. The Employee hereby agrees that during the term of this Agreement and following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, the Employee will not at any time, directly or indirectly, disclose any Confidential Information, in full or in part, in written or other form, to any person, firm, corporation, association or other entity, or utilize the same for any reason or purpose whatsoever other than for the benefit of and pursuant to authorization granted by the Corporation.

19.  SOLICITATION

 

The Employee further agrees that during the term of this Agreement and following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, the Employee will not, in any manner or at any time, solicit or encourage any person, firm, corporation or other business entity who are clients, business associates or referral sources of the Corporation to cease doing business with the Corporation or to do business with the Employee.

 

20.  NON-COMPETITION WITH CORPORATION CLIENTS

 

Employee agrees that during the term of the Employee’s employment with the Corporation and for a period of [NUMBER] years following the cessation of the relationship with the Corporation, the Employee shall not provide any service to or lend any aid or device to any of the clients of the Corporation.

 

21.  COVENANTS INDEPENDENT

 

Each restrictive covenant on the part of the Employee set forth in this Agreement shall be construed as a covenant independent of any other covenant or provisions of this Agreement or any other agreement which the Corporation and the Employee may have, fully performed and not executory, and the existence of any claim or cause of action by the Employee against the Corporation whether predicated upon another covenant or provision of this Agreement or otherwise, shall not constitute a defense to the enforcement by the Corporation of any other covenant.

 

22.  PROPRIETARY CREATIONS

 

All processes, inventions, patents, copyrights, trademarks, and other intangible rights (collectively the "Inventions") that may be conceived or developed by Employee, either alone or with others, during the term of Employee's employment, whether or not conceived or developed during Employee's working hours, and with respect to which the equipment, supplies, facilities, or trade secret information of Company was used, or that relate at the time of conception or reduction to practice of the Invention to the business of the Corporation or to Corporation's actual or demonstrably anticipated research and development, or that result from any work performed by Employee for Corporation, will be the sole property of Corporation, and shall be considered “works for hire”, and Employee hereby assigns to the Corporation all of Employee's right, title and interest in and to such Inventions. Employee must disclose to Corporation all inventions conceived during the term of employment, whether or not the invention constitutes property of Corporation under the terms of the preceding sentence, but such disclosure will be received by Corporation in confidence. Employee must execute all documents, including patent applications and assignments, required by Corporation to establish Corporation's rights under this Section.

 

 

23.  DIVISIBILITY OF COVENANT AREAS AND PERIODS

 

If any portion of the restrictive covenants contained herein is held to be unreasonable, arbitrary or against public policy, each covenant shall be considered divisible both as to time and geographical area; and each [NUMBER] month of the specified period shall be deemed to be a separate period of time and each [NUMBER] mile radius segment of the geographical area shall be deemed to be a separate geographical area, so that the maximum lesser time and geographical area shall remain effective so long as the same is not unreasonable, arbitrary or against public policy.

 

24.  INJUNCTIVE AND EQUITABLE RELIEF

 

Employee and Corporation recognize and expressly agree that the extent of damages to Corporation in the event of a breach by Employee of any restrictive covenant set forth herein would be impossible to ascertain, that the irreparable harm arising out of any breach shall be irrefutably presumed, and that the remedy at law for any breach will be inadequate to compensate the Corporation. Consequently, the Employee agrees that in the event of a breach of any such covenant, in addition to any other relief to which Corporation may be entitled, Corporation shall be entitled to enforce the covenant by injunctive or other equitable relief ordered by a court of competent jurisdiction.

 

25.  VENUE; COURT PROCEEDINGS

 

The Employee and the Corporation hereby agree that the venue of any action, proceeding, counterclaim, cross claim, or other litigation relating to, involving, or resulting from the enforcement of this covenant shall be in [STATE/PROVINCE]. In any action or proceeding by Employee relating to or involving the enforcement of the covenant, and any counterclaim, cross claim or other litigation which may be asserted or brought against Corporation, the Employee hereby expressly waives any and all right to a trial by jury with respect to the action, proceeding or other litigation resulting from or involving the enforcement of this covenant. Further, in any action or proceeding by Corporation to obtain a temporary restraining order and/or preliminary injunction, Employee hereby agrees that the Corporation shall not be required to post an injunction bond in excess of the principal sum of [AMOUNT] in order to obtain a temporary restraining order and/or preliminary injunction. Should the Corporation's action for a temporary restraining order and/or motion for preliminary injunction be granted in whole or in part and should Corporation be ultimately unsuccessful in obtaining a permanent injunction to enforce the covenant, Employee hereby waives any and all rights Employee may have against Corporation for any injuries or damages, including consequential damages, sustained by the Employee and arising directly or indirectly from the issuance of the temporary restraining order and/or preliminary injunction.

 

26.  INDEMNIFICATION

 

The Employee hereby agrees to indemnify and hold the Corporation and its officers, directors, shareholders and employees harmless from and against any loss, claim, damage or expense, and/or all costs of prosecution or defense of their rights hereunder, whether in judicial proceedings, including appellate proceedings, or whether out of court, including without limiting the generality of the foregoing, attorneys' fees, and all costs and expenses of litigation, arising from or growing out of the Employee's breach or threatened breach of any covenant contained herein.

 

27.  ACKNOWLEDGMENT

 

The Employee acknowledges that when this Agreement is concluded, the Employee will be able to earn a living without violating the foregoing restrictions and that the Employee's recognition and representation of this fact is a material inducement to the execution of this Agreement and to Employee's continued relationship with the Corporation.

 

28.  SURVIVAL OF COVENANTS

 

All restrictive covenants contained in this Agreement shall survive the termination of this Agreement.

 

29.  LIMITATIONS ON AUTHORITY

 

Without the express written consent from the Corporation, the Employee shall have no apparent or implied authority to: (i) Pledge the credit of the Corporation or any of its other employees; (ii) Bind the Corporation under any contract, agreement, note, mortgage or otherwise; (iii) Release or discharge any debt due the Corporation unless the Corporation has received the full amount thereof; or (iv) sell, mortgage, transfer or otherwise dispose of any assets of the Corporation.

 

30.  REPRESENTATION AND WARRANTY OF EMPLOYEE

 

The Employee acknowledges and understands that the Corporation has extended employment opportunities to Employee based upon Employee's representation and warranty that Employee is in good health and able to perform the work contemplated by this Agreement for the term hereof.

 

31.  LEAVE OF ABSENCE

 

Leave of absence for required full-time military service or any other purpose authorized by the Corporation shall not result in termination of employment, and the Employee shall retain the privilege of recommencing employment upon the Employee's return from military service or other authorized leave of absence as long as the Employee is otherwise qualified to perform the services required hereunder.

 

 

32.  INVALID PROVISION; SEVERABILITY

 

The invalidity or unenforceability of a particular provision of this Agreement shall not affect the other provisions hereof, and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

 

33.  MODIFICATION

 

No change or modification of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

 

34.  APPLICABLE LAW AND BINDING EFFECT; NO WAIVER

 

This Agreement shall be construed and regulated under and by the laws of the State of [STATE/PROVINCE] and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns; but may not be assigned except as otherwise provided elsewhere herein.

 

35.  ENTIRE AGREEMENT

 

This Agreement contains the entire agreement and supersedes all prior agreements and understandings, oral or written, with respect to the subject matter hereof. This Agreement may be changed only by an agreement in writing signed by the party against whom any waiver, change, amendment, modification, or discharge is sought.

 

36.  NOTICES

 

Any and all notices or other communication provided for herein, shall be given by registered or certified mail, return receipt requested, in case of the Corporation to its principal office, and in the case of the Employee to the Employee's residence address set forth on the first page of this Agreement or to such other address as may be designated by the Employee.

 

37.  ATTORNEYS' FEES

 

In the event that either party is required to engage the services of legal counsel to enforce the terms and conditions of this Agreement against the other party, regardless of whether such action results in litigation, the prevailing party shall be entitled to reasonable attorneys' fees, costs of legal assistants, and other costs from the other party, which shall include any fees or costs incurred at trial or in any appellate proceeding, and expenses and other costs, including any accounting expenses incurred.

 

IN WITNESS HEREOF, each party to this Agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated below.

 

 

 

EMPLOYEE                                                                CORPORATION

 

 

 

                                                                                                                                                            

Authorized Signature                                                    Authorized Signature

 

                                                                                                                                                           

Print Name and Title                                                     Print Name and Title

 

 

 

 

17.   EMPLOYMENT AGREEMENT (FOR AN EXECUTIVE)

                       

This Employment Agreement for an Executive (the "Agreement") is made and effective this [DATE],

 

 

BETWEEN:                [EXECUTIVE NAME] (the "Executive"), an individual with his main address at:

 

                                    [COMPLETE ADDRESS]

 

 

AND:                           [YOUR COMPANY NAME] (the "Company"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

 

                                    [YOUR COMPLETE ADDRESS]

 

RECITALS

 

In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Company hereby employs the Executive and the Executive hereby agrees to perform services as an Executive of the Company, upon the following terms and conditions:

 

1.     TERM

 

The Company hereby employs Executive to serve as [position] and to serve in such additional or different position or positions as the Company may determine in its sole discretion. The term of employment shall be for a period of [NUMBER] years (“Employment Period”) to commence on [DATE], unless earlier terminated as set forth herein.

 

The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of:

 

A.    The effective date of any subsequent employment agreement between the Company and the Executive;

 

B.    The effective date of any termination of employment as provided elsewhere herein; or

 

C.    [NUMBER] year(s) from the effective date hereof, provided, that this Employment Agreement shall automatically renew for successive periods of [NUMBER] years each unless either party gives written notice to other that it does not wish to automatically renew this Agreement, which written notice must be received by the other party no less than [NUMBER] days and no more than [NUMBER] days prior to the expiration of the applicable term.

 

2.     DUTIES AND RESPONSIBILITIES

 

Executive will be reporting to [IDENTIFY]. Within the limitations established by the By-laws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by [IDENTIFY WHAT PERSON OR BODY MAY ASSIGN ADDITIONAL RESPONSIBILITIES].

3.     LOCATION

 

The initial principal location at which Executive shall perform services for the Company shall be [LOCATION].

 

4.     ACCEPTANCE OF EMPLOYMENT

 

Executive accepts employment with the Company upon the terms set forth above and agrees to devote all Executive’s time, energy and ability to the interests of the Company, and to perform Executive’s duties in an efficient, trustworthy and business-like manner.

 

5.     DEVOTION OF TIME TO EMPLOYMENT

 

The Executive shall devote the Executive's best efforts and substantially all of the Executive's working time to performing the duties on behalf of the Company. The Executive shall provide services during the normal business hours of the Company as determined by the Company. Reasonable amounts of time may be allotted to personal or outside business, charitable and professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder.

 

6.     QUALIFICATIONS

 

The Executive shall, as a condition of this Agreement, satisfy all of the qualification that are reasonably

and in good faith established by the Board of Directors.

 

7.     COMPENSATION

 

7.1  Base Salary

 

Executive shall be paid a base salary (“Base Salary”) at the annual rate of [SALARY], payable in bi-weekly installments consistent with Company’s payroll practices. The annual Base Salary shall be reviewed on or before [DATE] of each year, unless Executive’s employment hereunder shall have been terminated earlier pursuant to this Agreement, starting on [agreed upon date] by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth.

 

7.2  Payment

 

Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices.

7.3  Bonus

 

From time to time, the Company may pay to Executive a bonus out of net revenues of the Company.

Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or

the Executive committee of the Board of Directors and the Executive shall have no entitlement to

such amount absent a decision by the Company as aforesaid to make such bonus compensation.

Executive shall also be entitled to a bonus determined as follows:

 

[DESCRIBE]

 

7.4  Benefits

 

The Company shall provide Executive with such benefits as are provided to other senior

management Of the Company. Benefits shall include at a minimum (i) paid vacation of [NUMBER]

days per year, at such times as approved by the Board of Directors, (ii) health insurance coverage

under the same terms as offered to other Executives of the Company, (iii) retirement and profit

sharing programs as offered to other Executives of the Company, (iv) paid holidays as per the

Company’s policies, and (v) such other benefits and perquisites as are approved by the Board of

Directors. The Company has the right to modify conditions of participation, terminate any benefit, or

change insurance plans and other providers of such benefits in its sole discretion. The Executive

shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the

Company’s policies and procedures therefore, and only for such items that are a necessary and

integral part of the Executive’s job functions.

 

7.5  Non-Deductible Compensation

 

In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent

jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or Executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal, or local taxing authorities.

 

7.6  Withholding

 

All sums payable to Executive under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law.

 

8.     OTHER EMPLOYMENT BENEFITS

 

8.1  Business Expenses

Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement.

 

8.2  Benefit Plans

 

Executive shall be entitled to participate in the Company’s medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its Executives during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any Executive benefit plan or program from time to time.

 

8.3  Vacation

Executive shall be entitled to [agreed upon number of time] weeks of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive’s vacation does not interfere with the Company’s normal business operations.

 

8.4  Executive Vehicle Policy

 

Executive shall be entitled to a Car Allowance of [AMOUNT] per [MONTH/YEAR], which shall be paid periodically together with [HIS/HER] salary. Also, the Company agrees to pay a Car Insurance of up to [AMOUNT] per year for Executive’s primary business vehicle, and to provide a gasoline credit card for business use. The Executive’s vehicle should be, above all, highly reliable, safe and secure for the user, while meeting some of the user’s personal preferences and needs.

 

[OPTIONAL]

 

Company is required to assign a credit card to each vehicle for tracking fuel usage as well as maintenance and repair costs, and for maintaining consolidated monthly billing. Only the credit card assigned to the Executive should be used for all fuel purchases, repairs, and maintenance of the vehicle.

 

The vehicle will also be available to the Executive for personal use, provided that the vehicle is commercially insured for business and personal use, and given that Executive is an Acceptable Driver. In this Agreement, it is agreed by both parties that an Acceptable Driver has:

 
  • A valid [STATE] driver license;

  • No more than two moving violation convictions or at-fault accidents within the past year, or [NUMBER] within the past [NUMBER] years;

  • No Driving While Intoxicated or Driving Under the Influence convictions within the past [NUMBER] years;

  • No driving under revocation;

  • No involuntary manslaughter convictions;

  • No hit-and-run convictions; and

  • No felony with a vehicle conviction.

 

8.5  Stock Options

 

Executive shall be entitled to options to acquire shares of the Common Stock of the Company pursuant to the terms of the Company’s existing Stock Option Plan dated [DATE], subject to the following terms:

 

The options will vest only as follows:

 

                        Event                                                               Vesting Amount

 

            If Executive is still an                                       Options to acquire [NUMBER]

            Executive of the Company on                            shares of Common Stock

            [DATE]

 

            If Executive is still an                                       Options to acquire [NUMBER]

            Executive of the Company on                            shares of Common Stock

            [DATE]

 

            If Executive is still an                                       Options to acquire [NUMBER]

            Executive of the Company                                shares of Common Stock

            on [DATE]

 

            If Executive is still an                                       Options to acquire [NUMBER]

            Executive of the Company                                shares of Common Stock

            on [DATE]

 

            If Executive is still an                                       Options to acquire [NUMBER]

            Executive of the Company                                shares of Common Stock

            on [DATE]

 

 

The exercise price for the options shall be at [PRICE] per share, as appropriately adjusted for stock splits, stock dividends, and the like.

 

The vested options shall be exercisable until the earlier of [NUMBER] years after vesting or [NUMBER] days after termination of Executive’s employment with the Company. No additional vesting of options shall occur after Executive’s death, disability, or cessation of employment with the Company for any reason or no reason.

 

Issuance of the options shall be in accordance with all applicable securities laws and the other terms and conditions of the Company’s Stock Option Plan and form of the Stock Option Agreement.

 

 

9.     PROFESSIONAL FEES

 

The Company shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged by the Company. All sums paid to the Executive or the Company in the way of fees or otherwise for services of the Executive, shall, except as otherwise specifically agreed by the Company, be and remain the property of the Company and shall be included in the Company's name in such checking account or accounts as the Company may from time to time designate.

 

10.  CLIENTS AND CLIENT RECORDS

 

The Company shall have the authority to determine who will be accepted as clients of the Company, and the Executive recognizes that such clients accepted are clients of the Company and not the Executive. The Company shall have the authority to designate, or to establish a procedure for designating which professional Executive of the Company will handle each such client. All client records and files of any type concerning clients of the Company shall belong to and remain the property of the Company, notwithstanding the subsequent termination of this Agreement.

 

11.  POLICIES AND PROCEDURES

 

The Company shall have the authority to establish from time to time the policies and procedures to be followed by the Executive in performing services for the Company. Executive shall abide by the provisions of any contract entered into by the Company under which the Executive provides services. Executive shall comply with the terms and conditions of any and all contracts entered by the Company.

 

12.  TERMINATION OF EMPLOYMENT

 

12.1  For Cause

Notwithstanding anything herein to the contrary, the Company may terminate Executive’s employment hereunder for cause for any one of the following reasons: 1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, 3) improper disclosure of the Company’s confidential or proprietary information, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business, 5) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, 6) any breach of this Agreement, which breach is not cured within [NUMBER] days following written notice of such breach, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or 10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof.

12.2  Without Cause

The Company may terminate Executive’s employment hereunder at any time without cause, provided, however, that Executive shall be entitled to severance pay in the amount of [NUMBER] weeks of Base Salary in addition to accrued but unpaid Base Salary and accrued vacation, less deductions required by law, but if, and only if, Executive executes a valid and comprehensive release of any and all claims that the Executive may have against the Company in a form provided by the Company and Executive executes such form within [NUMBER] days of tender.

 

12.3  Resignation

Upon termination of employment, Executive shall be deemed to have resigned from the Board of Directors of the Company if [HE][SHE] is a director.

 

12.4  Cooperation

After notice of termination, Executive shall cooperate with the Company, as reasonably requested by the Company, to effect a transition of Executive’s responsibilities and to ensure that the Company is aware of all matters being handled by Executive.

 

12.5  Compensation After Notice of Termination

After notice of termination has been given by either Company or Executive, as provided in this Article, Executive shall be entitled to receive the compensation provided for in this Agreement until the notice period has expired. It is understood that after the written notice is given by either Company or Executive, Executive shall continue to devote substantially all of the Executive's time to the Executive's normal services for the Company during the notice period, with sufficient time allowed, in the sole discretion of the Company, for Executive to seek new employment.

 

13.  DISABILITY OF EXECUTIVE

 

The Company may terminate this Agreement without liability if Executive shall be permanently prevented from properly performing his essential duties hereunder with reasonable accommodation by reason of illness or other physical or mental incapacity for a period of more than [NUMBER] consecutive days. Upon such termination, Executive shall be entitled to all accrued but unpaid Base Salary and vacation.

 

13.1  Definitions

For purposes of this Agreement, whenever used in this Article 14:

 

"Total disability" shall mean that the Executive is unable, mentally or physically, whether it be due to sickness, accident, age or other infirmity, to engage in any aspect of the Executive's normal duties as set forth in this Agreement.

 

"Partial disability" shall mean that the Executive is able to perform, to some extent, on behalf of the Company, the particular services in which the Company specializes, and which the Executive previously performed for the Company, but that the Executive is unable, mentally or physically, to devote the same amount of time to such services as was devoted prior to the occurrence of such sickness or accident.

 

"Normal monthly salary" shall mean the salary which the Executive is being paid by the Company per month as of the commencement date of the period of disability, as specified hereinabove or as determined by the Board of Directors pursuant to the terms hereof.

 

13.2  Total Disability

During a single period of total disability of the Executive, the Executive shall be entitled to receive from the Company, the Executive's normal monthly salary for the shorter of first three (3) months of disability or until any disability insurance policy available through the Executive’s employment begins to pay benefits. If the single period of disability should continue beyond three (3) months, the Executive shall receive only such amount as the Executive shall be entitled to receive under disability insurance coverage on the Executive, if any.

 

13.3  Partial Disability

During a period of partial disability of the Executive, the Executive shall receive an amount of compensation computed as follows:

 

That portion of the Executive's normal monthly basic compensation which bears the same ratio to the Executive's normal monthly basic compensation as the amount of time which the Executive is able to devote to the usual performance of services on behalf of the Company during such period bears to the total time the Executive devoted to performing such services prior to the commencement date of the single period of disability, and

 

Such amount shall be calculated by multiplying the Executive’s basic compensation by a fraction, the numerator of which shall be the percentage of normal services that the Executive is able to perform and the denominator which shall be the total services that the Executive is able to perform absent the partial disability.

 

13.4  Combination of Total and Partial Disability

If a single period of disability of the Executive consists of a combination of total disability and partial disability, the maximum total disability compensation to which the Executive shall be entitled from the Company under this disability provision shall not exceed an amount equal to one (1) times the Executive's normal monthly basic compensation.

 

13.5  Broken Periods of Disability

A period of disability may be continuous or broken. If broken into partial periods of disability which are separated by intervening periods of work, there shall be aggregated together all of such successive partial periods of disability except any period prior to the time when any single period of work extends for [NUMBER] months or longer; and such aggregated periods of disability shall be treated as a single period in determining the amount of disability compensation to which an Executive shall be entitled under any provision of this Section.

 

13.6  Termination Due to Disability

If and when the period of total or partial disability of the Executive totals [NUMBER] months, the Executive's employment with the Company shall automatically terminate. Notwithstanding the foregoing, if the disabled Executive and the Company agree, the disabled Executive may thereafter be employed by the Company upon such terms as may be mutually agreeable.

 

13.7  Commencement Date of Disability

The commencement date of a period of disability, whether it be a continuous period or the aggregate of successive partial periods, shall be the first day on which the Executive is disabled.

 

13.8  Dispute Regarding Existence of Disability

Any dispute regarding the existence, extent or continuance of the disability shall be resolved by the determination of a majority of three (3) competent physicians, one (1) of whom shall be selected by the Company, one (1) of whom shall be selected by the Executive and the third (3rd) of whom shall be selected by the other two (2) physicians so selected.

 

13.9  Death of Executive

In the event the Executive shall die during the term hereof, the Company shall pay to the Executive's surviving spouse, or if the Executive shall leave no surviving spouse, then to the Executive's estate, only such amounts as may have been earned by the Executive prior to the Executive's date of death, but which were unpaid at date of death.

 

14.  CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENTS

 

Executive recognizes and acknowledges that all records with respect to clients, business associates, customer or referral lists, contracting parties and referral sources of the Company, and all personal, financial and business and proprietary information of the Company, its Executives, officers, directors and shareholders obtained by the Executive during the term of this Agreement and not generally known in the public (the "Confidential Information") are valuable, special and unique and proprietary assets of the Company's business. The Executive hereby agrees that during the term of this Agreement and following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, or whether the termination is solely due to the expiration of the term of this Agreement, the Executive will not at any time, directly or indirectly, disclose any Confidential Information, in full or in part, in written or other form, to any person, firm, Company, association or other entity, or utilize the same for any reason or purpose whatsoever other than for the benefit of and pursuant to authorization granted by the Company. "Confidential Information" shall also include any information (including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers) that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. In the case of Company's business, Company's Trade Secrets include (without limitation) information regarding names and addresses of any customers, sales personnel, account invoices, training and educational manuals, administrative manuals, prospective customer leads, in whatever form, whether or not computer or electronically accessible "on-line."

 

15.  EXCLUSIVE EMPLOYMENT

 

During employment with the Company, Executive will not do anything to compete with the Company’s present or contemplated business, nor will he or she plan or organize any competitive business activity. Executive will not enter into any agreement which conflicts with his duties or obligations to the Company. Executive will not during his employment or within [NUMBER] year after it ends, without the Company’s express written consent, directly or indirectly, solicit or encourage any Executive, agent, independent contractor, supplier, customer, consultant or any other person or company to terminate or alter a relationship with the Company.

 

16.  HIRING

 

The Executive agrees that during the Executive's employment with the Company and for a period of [NUMBER] years following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, or whether the termination is solely due to the expiration of the term of this Agreement, the Executive will not attempt to hire any other Executive or independent contractor of the Company or otherwise encourage or attempt to encourage any other Executive or independent contractor of the Company to leave the Company's employ.

 

17.  ASSIGNMENT AND TRANSFER

 

Executive’s rights and obligations under this Agreement shall not be transferable by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void. This Agreement shall inure to the benefit of, and be binding upon and enforceable by, any purchaser of substantially all of Company’s assets, any corporate successor to Company or any assignee thereof.

 

18.  NO INCONSISTENT OBLIGATIONS

 

Executive is aware of no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with his undertaking employment with the Company. Executive will not disclose to the Company, or use, or induce the Company to use, any proprietary information or trade secrets of others. Executive represents and warrants that he or she has returned all property and confidential information belonging to all prior employers.

 

19.  ATTORNEYS’ FEES

 

The parties hereto agree that, in the event of breach or threatened breach of any covenants of Executive, the damage or imminent damage to the value and the goodwill of the Company’s business shall be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that the Company shall be entitled to injunctive relief against Executive in the event of any breach or threatened breach of any of such provisions by Executive, in addition to any other relief (including damages) available to the Company under this Agreement or under law. The prevailing party in any action instituted pursuant to this Agreement shall be entitled to recover from the other party its reasonable attorneys’ fees and other expenses incurred in such action.

 

In the event that either party is required to engage the services of legal counsel to enforce the terms and conditions of this Agreement against the other party, regardless of whether such action results in litigation, the prevailing party shall be entitled to reasonable attorneys' fees, costs of legal assistants, and other costs from the other party, which shall include any fees or costs incurred at trial or in any appellate proceeding, and expenses and other costs, including any accounting expenses incurred.

 

20.  GOVERNING LAW

 

This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE/PROVINCE] without regard to conflict of law principles.

 

21.  AMENDMENT

 

This Agreement may be amended only by a writing signed by Executive and by a duly authorized representative of the Company.

 

22.  SEVERABILITY

 

If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.

 

23.  CONSTRUCTION

 

The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against the Company or Executive.

 

24.  RIGHTS CUMULATIVE

 

The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.

 

25.  NONWAIVER

 

No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Company, by an officer of the Company (other than Executive) or other person duly authorized by the Company.

 

26.  NOTICES

 

Any and all notices or other communication provided for herein, shall be given by registered or certified mail, return receipt requested, in case of the Company to its principal office, and in the case of the Executive to the Executive's residence address set forth on the first page of this Agreement or to such other address as may be designated by the Executive.

 

27.  ASSISTANCE IN LITIGATION

 

Executive shall, during and after termination of employment, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become a party; provided, however, that such assistance following termination shall be furnished at mutually agreeable times and for mutually agreeable compensation.

Arbitration

 

Any controversy, claim or dispute arising out of or relating to this Agreement or the employment relationship, either during the existence of the employment relationship or afterwards, between the parties hereto, their assignees, their affiliates, their attorneys, or agents, shall be settled by arbitration in [CITY], [STATE]. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the [ASSOCIATION] (but the arbitration shall be in front of an arbitrator, with the following exceptions if in conflict: (a) one arbitrator shall be chosen by [NAME]; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator(s), together with other expenses of the arbitration incurred or approved by the arbitrator(s); and (c) arbitration may proceed in the absence of any party if written notice of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided however, that nothing in this subsection shall be construed as precluding the Company from bringing an action for injunctive relief or other equitable relief or relief under the Confidential Information and Invention Assignment Agreement. The arbitrator shall not have the right to award punitive damages, consequential damages, lost profits or speculative damages to either party. The parties shall keep confidential the existence of the claim, controversy or disputes from third parties (other than the arbitrator), and the determination thereof, unless otherwise required by law or necessary for the business of the Company. The arbitrator(s) shall be required to follow applicable law.

 

 

IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

 

28.  SOLICITATION

 

The Executive further agrees that during the term of this Agreement and following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, or whether the termination is solely due to the expiration of the term of this Agreement, the Executive will not, in any manner or at any time, solicit or encourage any person, firm, Company or other business entity who are clients, business associates or referral sources of the Company to cease doing business with the Company or to do business with the Executive.

 

29.  COVENANTS INDEPENDENT

 

Each restrictive covenant on the part of the Executive set forth in this Agreement shall be construed as a covenant independent of any other covenant or provisions of this Agreement or any other agreement which the Company and the Executive may have, fully performed and not executory, and the existence of any claim or cause of action by the Executive against the Company whether predicated upon another covenant or provision of this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any other covenant.

 

30.  INJUNCTIVE AND EQUITABLE RELIEF

 

Executive and Company recognize and expressly agree that the extent of

damages to Company in the event of a breach by Executive of any restrictive covenant set forth herein would be impossible to ascertain, that the irreparable harm arising out of any breach shall be irrefutably presumed, and that the remedy at law for any breach will be inadequate to compensate the Company. Consequently, the Executive agrees that in the event of a breach of any such covenant, in addition to any other relief to which Company may be entitled, Company shall be entitled to enforce the covenant by injunctive or other equitable relief ordered by a court of competent jurisdiction.

 

31.  INDEMNIFICATION

 

The Executive hereby agrees to indemnify and hold the Company and its officers, directors, shareholders and Executives harmless from and against any loss, claim, damage or expense, and/or all costs of prosecution or defense of their rights hereunder, whether in judicial proceedings, including appellate proceedings, or whether out of court, including without limiting the generality of the foregoing, attorneys' fees, and all costs and expenses of litigation, arising from or growing out of the Executive's breach or threatened breach of any covenant contained herein.

 

32.  ACKNOWLEDGMENT

 

The Executive acknowledges that when this Agreement is concluded, the Executive will be able to earn a living without violating the foregoing restrictions and that the Executive's recognition and representation of this fact is a material inducement to the execution of this Agreement and to Executive's continued relationship with the Company.

 

33.  SURVIVAL OF COVENANTS

 

All restrictive covenants contained in this Agreement shall survive the termination of this Agreement.

 

34.  LIMITATIONS ON AUTHORITY

 

Without the express written consent from the Company, the Executive shall have no apparent or implied authority to: (i) Pledge the credit of the Company or any of its other Executives; (ii) Bind the Company under any contract, agreement, note, mortgage or otherwise; (iii) Release or discharge any debt due the Company unless the Company has received the full amount thereof; or (iv) sell, mortgage, transfer or otherwise dispose of any assets of the Company.

 

35.  REPRESENTATION AND WARRANTY OF EXECUTIVE

 

The Executive acknowledges and understands that the Company has extended employment opportunities to Executive based upon Executive's representation and warranty that Executive is in good health and able to perform the work contemplated by this Agreement for the term hereof.

 

36.  INVALID PROVISION; SEVERABILITY

 

The invalidity or unenforceability of a particular provision of this Agreement shall not affect the other provisions hereof, and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

 

37.  MODIFICATION

 

No change or modification of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

 

 

38.  ENTIRE AGREEMENT

 

This Agreement contains the entire agreement and supersedes all prior agreements and understandings, oral or written, with respect to the subject matter hereof. This Agreement may be changed only by an agreement in writing signed by the party against whom any waiver, change, amendment, modification, or discharge is sought.

 

39.  DISPUTES

 

Any controversy, claim or dispute arising out of or relating to this Agreement or the employment relationship, either during the existence of the employment relationship or afterwards, between the parties hereto, their assignees, their affiliates, their attorneys, or agents, shall be litigated solely in state or federal court in [CITY], [STATE]. Each party (1) submits to the jurisdiction of such court, (2) waives the defense of an inconvenient forum, (3) agrees that valid consent to service may be made by mailing or delivery of such service to the Secretary of State (the “Agent”) or to the party at the party’s last known address, if personal service delivery can not be easily effected, and (4) authorizes and directs the Agent to accept such service in the event that personal service delivery can not easily be effected.

 

EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.]

 

IN WITNESS HEREOF, each party to this Agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated below.

 

 

 

EXECUTIVE                                                               COMPANY

 

 

 

                                                                                                                                                            

Authorized Signature                                                    Authorized Signature

 

                                                                                                                                                           

Print Name and Title                                                     Print Name and Title

 

 

 

 

 

18.   EMPLOYMENT AGREEMENT

FOR AN EXECUTIVE (WITH CAR ALLOWANCE)

 

 

 

This Employment Agreement for an Executive (the "Agreement") is made and effective this [DATE],

 

 

BETWEEN:                [EXECUTIVE NAME] (the "Executive"), an individual with his main address at:

 

                                    [COMPLETE ADDRESS]

 

AND:                           [YOUR COMPANY NAME] (the "Company"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

 

                                    [YOUR COMPLETE ADDRESS]

 

RECITALS

 

In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Company hereby employs the Executive and the Executive hereby agrees to perform services as an Executive of the Company, upon the following terms and conditions:

 

1.     TERM

 

The Company hereby employs Executive to serve as [position] and to serve in such additional or different position or positions as the Company may determine in its sole discretion. The term of employment shall be for a period of [NUMBER] years (“Employment Period”) to commence on [DATE], unless earlier terminated as set forth herein.

 

The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of:

 

A.    The effective date of any subsequent employment agreement between the Company and the Executive;

 

B.    The effective date of any termination of employment as provided elsewhere herein; or

 

C.    [NUMBER] year(s) from the effective date hereof, provided, that this Employment Agreement shall automatically renew for successive periods of [NUMBER] years each unless either party gives written notice to other that it does not wish to automatically renew this Agreement, which written notice must be received by the other party no less than [NUMBER] days and no more than [NUMBER] days prior to the expiration of the applicable term.

 

2.     DUTIES AND RESPONSIBILITIES

 

Executive will be reporting to [IDENTIFY]. Within the limitations established by the By-laws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by [IDENTIFY WHAT PERSON OR BODY MAY ASSIGN ADDITIONAL RESPONSIBILITIES].

3.     LOCATION

 

The initial principal location at which Executive shall perform services for the Company shall be [LOCATION].

 

4.     ACCEPTANCE OF EMPLOYMENT

 

Executive accepts employment with the Company upon the terms set forth above and agrees to devote all Executive’s time, energy and ability to the interests of the Company, and to perform Executive’s duties in an efficient, trustworthy and business-like manner.

 

5.     DEVOTION OF TIME TO EMPLOYMENT

 

The Executive shall devote the Executive's best efforts and substantially all of the Executive's working time to performing the duties on behalf of the Company. The Executive shall provide services during the normal business hours of the Company as determined by the Company. Reasonable amounts of time may be allotted to personal or outside business, charitable and professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder.

 

6.     QUALIFICATIONS

 

The Executive shall, as a condition of this Agreement, satisfy all of the qualification that are reasonably

and in good faith established by the Board of Directors.

 

7.     COMPENSATION

 

7.1  Base Salary

 

Executive shall be paid a base salary (“Base Salary”) at the annual rate of [SALARY], payable in bi-weekly installments consistent with Company’s payroll practices. The annual Base Salary shall be reviewed on or before [DATE] of each year, unless Executive’s employment hereunder shall have been terminated earlier pursuant to this Agreement, starting on [agreed upon date] by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth.

 

7.2  Payment

 

Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices.

 

7.3  Bonus

 

From time to time, the Company may pay to Executive a bonus out of net revenues of the Company.

Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or

the Executive committee of the Board of Directors and the Executive shall have no entitlement to

such amount absent a decision by the Company as aforesaid to make such bonus compensation.

Executive shall also be entitled to a bonus determined as follows:

 

[DESCRIBE]

 

7.4  Benefits

 

The Company shall provide Executive with such benefits as are provided to other senior

management Of the Company. Benefits shall include at a minimum (i) paid vacation of [NUMBER]

days per year, at such times as approved by the Board of Directors, (ii) health insurance coverage

under the same terms as offered to other Executives of the Company, (iii) retirement and profit

sharing programs as offered to other Executives of the Company, (iv) paid holidays as per the

Company’s policies, and (v) such other benefits and perquisites as are approved by the Board of

Directors. The Company has the right to modify conditions of participation, terminate any benefit, or

change insurance plans and other providers of such benefits in its sole discretion. The Executive

shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the

Company’s policies and procedures therefore, and only for such items that are a necessary and

integral part of the Executive’s job functions.

 

7.5  Non-Deductible Compensation

 

In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent

jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or Executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal, or local taxing authorities.

 

7.6  Withholding

 

All sums payable to Executive under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law.

 

 

8.     OTHER EMPLOYMENT BENEFITS

 

8.1  Business Expenses

 

Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement.

 

8.2  Benefit Plans

 

Executive shall be entitled to participate in the Company’s medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its Executives during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any Executive benefit plan or program from time to time.

 

8.3  Vacation

Executive shall be entitled to [agreed upon number of time] weeks of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive’s vacation does not interfere with the Company’s normal business operations.

 

8.4  Executive Vehicle Policy

Executive shall be entitled to a Car Allowance of [AMOUNT] per [MONTH/YEAR], which shall be paid periodically together with [HIS/HER] salary. Also, the Company agrees to pay a Car Insurance of up to [AMOUNT] per year for Executive’s primary business vehicle, and to provide a gasoline credit card for business use. The Executive’s vehicle should be, above all, highly reliable, safe and secure for the user, while meeting some of the user’s personal preferences and needs.

 

[OPTIONAL]

 

Company is required to assign a credit card to each vehicle for tracking fuel usage as well as maintenance and repair costs, and for maintaining consolidated monthly billing. Only the credit card assigned to the Executive should be used for all fuel purchases, repairs, and maintenance of the vehicle.

 

The vehicle will also be available to the Executive for personal use, provided that the vehicle is commercially insured for business and personal use, and given that Executive is an Acceptable Driver. In this Agreement, it is agreed by both parties that an Acceptable Driver has:

 

·         A valid [STATE] driver license;

·         No more than two moving violation convictions or at-fault accidents within the past year, or [NUMBER] within the past [NUMBER] years;

·         No Driving While Intoxicated or Driving Under the Influence convictions within the past [NUMBER] years;

·         No driving under revocation;

·         No involuntary manslaughter convictions;

·         No hit-and-run convictions; and

·         No felony with a vehicle conviction.

 

8.5  Stock Options

Executive shall be entitled to options to acquire shares of the Common Stock of the Company pursuant to the terms of the Company’s existing Stock Option Plan dated [DATE], subject to the following terms:

 

The options will vest only as follows:

 

                        Event                                                               Vesting Amount

 

            If Executive is still an                                       Options to acquire [NUMBER]

            Executive of the Company on                            shares of Common Stock

            [DATE]

 

            If Executive is still an                                       Options to acquire [NUMBER]

            Executive of the Company on                            shares of Common Stock

            [DATE]

 

            If Executive is still an                                       Options to acquire [NUMBER]

            Executive of the Company                                shares of Common Stock

            on [DATE]

 

            If Executive is still an                                       Options to acquire [NUMBER]

            Executive of the Company                                shares of Common Stock

            on [DATE]

 

            If Executive is still an                                       Options to acquire [NUMBER]

            Executive of the Company                                shares of Common Stock

            on [DATE]

 

The exercise price for the options shall be at [PRICE] per share, as appropriately adjusted for stock splits, stock dividends, and the like.

 

The vested options shall be exercisable until the earlier of [NUMBER] years after vesting or [NUMBER] days after termination of Executive’s employment with the Company. No additional vesting of options shall occur after Executive’s death, disability, or cessation of employment with the Company for any reason or no reason.

 

Issuance of the options shall be in accordance with all applicable securities laws and the other terms and conditions of the Company’s Stock Option Plan and form of the Stock Option Agreement.

 

9.     PROFESSIONAL FEES

 

The Company shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged by the Company. All sums paid to the Executive or the Company in the way of fees or otherwise for services of the Executive, shall, except as otherwise specifically agreed by the Company, be and remain the property of the Company and shall be included in the Company's name in such checking account or accounts as the Company may from time to time designate.

 

10.  CLIENTS AND CLIENT RECORDS

 

The Company shall have the authority to determine who will be accepted as clients of the Company, and the Executive recognizes that such clients accepted are clients of the Company and not the Executive. The Company shall have the authority to designate, or to establish a procedure for designating which professional Executive of the Company will handle each such client. All client records and files of any type concerning clients of the Company shall belong to and remain the property of the Company, notwithstanding the subsequent termination of this Agreement.

 

11.  POLICIES AND PROCEDURES

 

The Company shall have the authority to establish from time to time the policies and procedures to be followed by the Executive in performing services for the Company. Executive shall abide by the provisions of any contract entered into by the Company under which the Executive provides services. Executive shall comply with the terms and conditions of any and all contracts entered by the Company.

 

12.  TERMINATION OF EMPLOYMENT

 

12.1  For Cause

Notwithstanding anything herein to the contrary, the Company may terminate Executive’s employment hereunder for cause for any one of the following reasons: 1) conviction of a felony, any act involving moral turpitude, or a misdemeanor where imprisonment is imposed, 2) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records, 3) improper disclosure of the Company’s confidential or proprietary information, 4) any action by the Executive which has a detrimental effect on the Company’s reputation or business, 5) Executive’s failure or inability to perform any reasonable assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such failure or inability, 6) any breach of this Agreement, which breach is not cured within [NUMBER] days following written notice of such breach, 7) a course of conduct amounting to gross incompetence, 8) chronic and unexcused absenteeism, 9) unlawful appropriation of a corporate opportunity, or 10) misconduct in connection with the performance of any of Executive’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure personally any profit in connection with any transaction entered into on behalf of the Company, misrepresentation to the Company, or any violation of law or regulations on Company premises or to which the Company is subject. Upon termination of Executive’s employment with the Company for cause, the Company shall be under no further obligation to Executive, except to pay all accrued but unpaid base salary and accrued vacation to the date of termination thereof.

12.2  Without Cause

The Company may terminate Executive’s employment hereunder at any time without cause, provided, however, that Executive shall be entitled to severance pay in the amount of [NUMBER] weeks of Base Salary in addition to accrued but unpaid Base Salary and accrued vacation, less deductions required by law, but if, and only if, Executive executes a valid and comprehensive release of any and all claims that the Executive may have against the Company in a form provided by the Company and Executive executes such form within [NUMBER] days of tender.

 

12.3  Resignation

Upon termination of employment, Executive shall be deemed to have resigned from the Board of Directors of the Company if [HE][SHE] is a director.

 

12.4  Cooperation

After notice of termination, Executive shall cooperate with the Company, as reasonably requested by the Company, to effect a transition of Executive’s responsibilities and to ensure that the Company is aware of all matters being handled by Executive.

 

12.5  Compensation After Notice of Termination

After notice of termination has been given by either Company or Executive, as provided in this Article, Executive shall be entitled to receive the compensation provided for in this Agreement until the notice period has expired. It is understood that after the written notice is given by either Company or Executive, Executive shall continue to devote substantially all of the Executive's time to the Executive's normal services for the Company during the notice period, with sufficient time allowed, in the sole discretion of the Company, for Executive to seek new employment.

 

13.  DISABILITY OF EXECUTIVE

 

The Company may terminate this Agreement without liability if Executive shall be permanently prevented from properly performing his essential duties hereunder with reasonable accommodation by reason of illness or other physical or mental incapacity for a period of more than [NUMBER] consecutive days. Upon such termination, Executive shall be entitled to all accrued but unpaid Base Salary and vacation.

 

13.1  Definitions

For purposes of this Agreement, whenever used in this Article 14:

 

"Total disability" shall mean that the Executive is unable, mentally or physically, whether it be due to sickness, accident, age or other infirmity, to engage in any aspect of the Executive's normal duties as set forth in this Agreement.

 

"Partial disability" shall mean that the Executive is able to perform, to some extent, on behalf of the Company, the particular services in which the Company specializes, and which the Executive previously performed for the Company, but that the Executive is unable, mentally or physically, to devote the same amount of time to such services as was devoted prior to the occurrence of such sickness or accident.

 

"Normal monthly salary" shall mean the salary which the Executive is being paid by the Company per month as of the commencement date of the period of disability, as specified hereinabove or as determined by the Board of Directors pursuant to the terms hereof.

 

13.2  Total Disability

During a single period of total disability of the Executive, the Executive shall be entitled to receive from the Company, the Executive's normal monthly salary for the shorter of first three (3) months of disability or until any disability insurance policy available through the Executive’s employment begins to pay benefits. If the single period of disability should continue beyond three (3) months, the Executive shall receive only such amount as the Executive shall be entitled to receive under disability insurance coverage on the Executive, if any.

 

13.3  Partial Disability

During a period of partial disability of the Executive, the Executive shall receive an amount of compensation computed as follows:

 

That portion of the Executive's normal monthly basic compensation which bears the same ratio to the Executive's normal monthly basic compensation as the amount of time which the Executive is able to devote to the usual performance of services on behalf of the Company during such period bears tothe total time the Executive devoted to performing such services prior to the commencement date of the single period of disability, and

 

Such amount shall be calculated by multiplying the Executive’s basic compensation by a fraction, the numerator of which shall be the percentage of normal services that the Executive is able to perform and the denominator which shall be the total services that the Executive is able to perform absent the partial disability.

 

13.4  Combination of Total and Partial Disability

If a single period of disability of the Executive consists of a combination of total disability and partial disability, the maximum total disability compensation to which the Executive shall be entitled from the Company under this disability provision shall not exceed an amount equal to one (1) times the Executive's normal monthly basic compensation.

 

13.5  Broken Periods of Disability

A period of disability may be continuous or broken. If broken into partial periods of disability which are separated by intervening periods of work, there shall be aggregated together all of such successive partial periods of disability except any period prior to the time when any single period of work extends for [NUMBER] months or longer; and such aggregated periods of disability shall be treated as a single period in determining the amount of disability compensation to which an Executive shall be entitled under any provision of this Section.

 

13.6  Termination Due to Disability

If and when the period of total or partial disability of the Executive totals [NUMBER] months, the Executive's employment with the Company shall automatically terminate. Notwithstanding the foregoing, if the disabled Executive and the Company agree, the disabled Executive may thereafter be employed by the Company upon such terms as may be mutually agreeable.

 

13.7  Commencement Date of Disability

The commencement date of a period of disability, whether it be a continuous period or the aggregate of successive partial periods, shall be the first day on which the Executive is disabled.

 

13.8  Dispute Regarding Existence of Disability

Any dispute regarding the existence, extent or continuance of the disability shall be resolved by the determination of a majority of three (3) competent physicians, one (1) of whom shall be selected by the Company, one (1) of whom shall be selected by the Executive and the third (3rd) of whom shall be selected by the other two (2) physicians so selected.

 

13.9  Death of Executive

In the event the Executive shall die during the term hereof, the Company shall pay to the Executive's surviving spouse, or if the Executive shall leave no surviving spouse, then to the Executive's estate, only such amounts as may have been earned by the Executive prior to the Executive's date of death, but which were unpaid at date of death.

 

14.  CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENTS

 

Executive recognizes and acknowledges that all records with respect to clients, business associates, customer or referral lists, contracting parties and referral sources of the Company, and all personal, financial and business and proprietary information of the Company, its Executives, officers, directors and shareholders obtained by the Executive during the term of this Agreement and not generally known in the public (the "Confidential Information") are valuable, special and unique and proprietary assets of the Company's business. The Executive hereby agrees that during the term of this Agreement and following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, or whether the termination is solely due to the expiration of the term of this Agreement, the Executive will not at any time, directly or indirectly, disclose any Confidential Information, in full or in part, in written or other form, to any person, firm, Company, association or other entity, or utilize the same for any reason or purpose whatsoever other than for the benefit of and pursuant to authorization granted by the Company. "Confidential Information" shall also include any information (including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers) that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. In the case of Company's business, Company's Trade Secrets include (without limitation) information regarding names and addresses of any customers, sales personnel, account invoices, training and educational manuals, administrative manuals, prospective customer leads, in whatever form, whether or not computer or electronically accessible "on-line."

 

15.  EXCLUSIVE EMPLOYMENT

 

During employment with the Company, Executive will not do anything to compete with the Company’s present or contemplated business, nor will he or she plan or organize any competitive business activity. Executive will not enter into any agreement which conflicts with his duties or obligations to the Company. Executive will not during his employment or within [NUMBER] year after it ends, without the Company’s express written consent, directly or indirectly, solicit or encourage any Executive, agent, independent contractor, supplier, customer, consultant or any other person or company to terminate or alter a relationship with the Company.

 

16.  HIRING

 

The Executive agrees that during the Executive's employment with the Company and for a period of [NUMBER] years following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, or whether the termination is solely due to the expiration of the term of this Agreement, the Executive will not attempt to hire any other Executive or independent contractor of the Company or otherwise encourage or attempt to encourage any other Executive or independent contractor of the Company to leave the Company's employ.

 

17.  ASSIGNMENT AND TRANSFER

 

Executive’s rights and obligations under this Agreement shall not be transferable by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void. This Agreement shall inure to the benefit of, and be binding upon and enforceable by, any purchaser of substantially all of Company’s assets, any corporate successor to Company or any assignee thereof.

 

 


18.  NO INCONSISTENT OBLIGATIONS

 

Executive is aware of no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with his undertaking employment with the Company. Executive will not disclose to the Company, or use, or induce the Company to use, any proprietary information or trade secrets of others. Executive represents and warrants that he or she has returned all property and confidential information belonging to all prior employers.

 

19.  ATTORNEYS’ FEES

 

The parties hereto agree that, in the event of breach or threatened breach of any covenants of Executive, the damage or imminent damage to the value and the goodwill of the Company’s business shall be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that the Company shall be entitled to injunctive relief against Executive in the event of any breach or threatened breach of any of such provisions by Executive, in addition to any other relief (including damages) available to the Company under this Agreement or under law. The prevailing party in any action instituted pursuant to this Agreement shall be entitled to recover from the other party its reasonable attorneys’ fees and other expenses incurred in such action.

 

In the event that either party is required to engage the services of legal counsel to enforce the terms and conditions of this Agreement against the other party, regardless of whether such action results in litigation, the prevailing party shall be entitled to reasonable attorneys' fees, costs of legal assistants, and other costs from the other party, which shall include any fees or costs incurred at trial or in any appellate proceeding, and expenses and other costs, including any accounting expenses incurred.

 

20.  GOVERNING LAW

 

This Agreement shall be governed by and construed in accordance with the laws of the [State/Province] of [STATE/PROVINCE] without regard to conflict of law principles.

 

21.  AMENDMENT

 

This Agreement may be amended only by a writing signed by Executive and by a duly authorized representative of the Company.

 

22.  SEVERABILITY

 

If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect.

 

23.  CONSTRUCTION

 

The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against the Company or Executive.

 

24.  RIGHTS CUMULATIVE

 

The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive its right to exercise any or all other rights and remedies.

 

25.  NONWAIVER

 

No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Company, by an officer of the Company (other than Executive) or other person duly authorized by the Company.

 

26.  NOTICES

 

Any and all notices or other communication provided for herein, shall be given by registered or certified mail, return receipt requested, in case of the Company to its principal office, and in the case of the Executive to the Executive's residence address set forth on the first page of this Agreement or to such other address as may be designated by the Executive.

 

27.  ASSISTANCE IN LITIGATION

 

Executive shall, during and after termination of employment, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become a party; provided, however, that such assistance following termination shall be furnished at mutually agreeable times and for mutually agreeable compensation.

Arbitration

 

Any controversy, claim or dispute arising out of or relating to this Agreement or the employment relationship, either during the existence of the employment relationship or afterwards, between the parties hereto, their assignees, their affiliates, their attorneys, or agents, shall be settled by arbitration in [CITY], [STATE]. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the [ASSOCIATION] (but the arbitration shall be in front of an arbitrator, with the following exceptions if in conflict: (a) one arbitrator shall be chosen by [NAME]; (b) each party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator(s), together with other expenses of the arbitration incurred or approved by the arbitrator(s); and (c) arbitration may proceed in the absence of any party if written notice of the proceedings has been given to such party. The parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity; provided however, that nothing in this subsection shall be construed as precluding the Company from bringing an action for injunctive relief or other equitable relief or relief under the Confidential Information and Invention Assignment Agreement. The arbitrator shall not have the right to award punitive damages, consequential damages, lost profits or speculative damages to either party. The parties shall keep confidential the existence of the claim, controversy or disputes from third parties (other than the arbitrator), and the determination thereof, unless otherwise required by law or necessary for the business of the Company. The arbitrator(s) shall be required to follow applicable law.

 

 

 

IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.

 

 

28.  SOLICITATION

 

The Executive further agrees that during the term of this Agreement and following the termination of this Agreement, whether the termination shall be voluntary or involuntary, or with or without cause, or whether the termination is solely due to the expiration of the term of this Agreement, the Executive will not, in any manner or at any time, solicit or encourage any person, firm, Company or other business entity who are clients, business associates or referral sources of the Company to cease doing business with the Company or to do business with the Executive.

 

29.  COVENANTS INDEPENDENT

 

Each restrictive covenant on the part of the Executive set forth in this Agreement shall be construed as a covenant independent of any other covenant or provisions of this Agreement or any other agreement which the Company and the Executive may have, fully performed and not executory, and the existence of any claim or cause of action by the Executive against the Company whether predicated upon another covenant or provision of this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any other covenant.

 

30.  INJUNCTIVE AND EQUITABLE RELIEF

 

Executive and Company recognize and expressly agree that the extent of

damages to Company in the event of a breach by Executive of any restrictive covenant set forth herein would be impossible to ascertain, that the irreparable harm arising out of any breach shall be irrefutably presumed, and that the remedy at law for any breach will be inadequate to compensate the Company. Consequently, the Executive agrees that in the event of a breach of any such covenant, in addition to any other relief to which Company may be entitled, Company shall be entitled to enforce the covenant by injunctive or other equitable relief ordered by a court of competent jurisdiction.

 

31.  INDEMNIFICATION

 

The Executive hereby agrees to indemnify and hold the Company and its officers, directors, shareholders and Executives harmless from and against any loss, claim, damage or expense, and/or all costs of prosecution or defense of their rights hereunder, whether in judicial proceedings, including appellate proceedings, or whether out of court, including without limiting the generality of the foregoing, attorneys' fees, and all costs and expenses of litigation, arising from or growing out of the Executive's breach or threatened breach of any covenant contained herein.

 

32.  ACKNOWLEDGMENT

 

The Executive acknowledges that when this Agreement is concluded, the Executive will be able to earn a living without violating the foregoing restrictions and that the Executive's recognition and representation of this fact is a material inducement to the execution of this Agreement and to Executive's continued relationship with the Company.

 

 

33.  SURVIVAL OF COVENANTS

 

All restrictive covenants contained in this Agreement shall survive the termination of this Agreement.

 

 

34.  LIMITATIONS ON AUTHORITY

 

Without the express written consent from the Company, the Executive shall have no apparent or implied authority to: (i) Pledge the credit of the Company or any of its other Executives; (ii) Bind the Company under any contract, agreement, note, mortgage or otherwise; (iii) Release or discharge any debt due the Company unless the Company has received the full amount thereof; or (iv) sell, mortgage, transfer or otherwise dispose of any assets of the Company.

 

35.  REPRESENTATION AND WARRANTY OF EXECUTIVE

 

The Executive acknowledges and understands that the Company has extended employment opportunities to Executive based upon Executive's representation and warranty that Executive is in good health and able to perform the work contemplated by this Agreement for the term hereof.

 

36.  INVALID PROVISION; SEVERABILITY

 

The invalidity or unenforceability of a particular provision of this Agreement shall not affect the other provisions hereof, and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

 

37.  MODIFICATION

 

No change or modification of this Agreement shall be valid unless the same be in writing and signed by the parties hereto.

 

38.  ENTIRE AGREEMENT

 

This Agreement contains the entire agreement and supersedes all prior agreements and understandings, oral or written, with respect to the subject matter hereof. This Agreement may be changed only by an agreement in writing signed by the party against whom any waiver, change, amendment, modification, or discharge is sought.

 

 

39.  DISPUTES

 

Any controversy, claim or dispute arising out of or relating to this Agreement or the employment relationship, either during the existence of the employment relationship or afterwards, between the parties hereto, their assignees, their affiliates, their attorneys, or agents, shall be litigated solely in state or federal court in [CITY], [STATE]. Each party (1) submits to the jurisdiction of such court, (2) waives the defense of an inconvenient forum, (3) agrees that valid consent to service may be made by mailing or delivery of such service to the Secretary of State (the “Agent”) or to the party at the party’s last known address, if personal service delivery can not be easily effected, and (4) authorizes and directs the Agent to accept such service in the event that personal service delivery can not easily be effected.

 

 

 

EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.]

 

 

IN WITNESS HEREOF, each party to this Agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated below.

 

 

 

EXECUTIVE                                                               COMPANY

 

 

 

                                                                                                                                                            

Authorized Signature                                                    Authorized Signature

 

                                                                                                                                                           

Print Name and Title                                                     Print Name and Title

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19.   EMPLOYMENT AGREEMENT

                        FOR KEY EMPLOYEE

 

 

This Employment Agreement for Key Employee (the "Agreement") is made and effective this [DATE],

 

 

BETWEEN:                [EMPLOYEE NAME] (the "Employee"), an individual with his main address at:

 

                                    [COMPLETE ADDRESS]

 

AND:                           [YOUR COMPANY NAME] (the "Company"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

 
                                    [YOUR COMPLETE ADDRESS]
 

 

RECITALS

 

  1. Company is engaged in the business of [DESCRIBE], and maintains a branch office at [ADDRESS], [CITY], [STATE/PROVINCE].

 

  1. Employee has been engaged and has had a great deal of experience in the above-designated business.

 

  1. Employee is willing to be employed by Company, and Company is willing to employ employee, on the terms, covenants, and conditions set forth in this Agreement.

 

 

In consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows:

 

 

1.     EMPLOYMENT

 

Company will employ Employee and Employee accepts employment upon the terms set forth below, and at a compensation which may be agreed upon from time to time by Company and Employee. This Agreement starts as of the date set forth above and remains in effect for an indefinite time until terminated by Company or by Employee by giving the other party notice of termination at least [NUMBER] days in advance. Instead of such notice, Company may at its sole option, pay Employee the salary equivalent for [NUMBER] days. While employed by Company, Employee agrees to devote Employee's full working time to the affairs of Company. Employee shall not work as an employee, independent consultant or agent for another entity, whether or not during the business hours of Company, without the permission of Company.

 

2.     CONFIDENTIALITY

 

Employee recognizes and acknowledges that the software systems, including specifications, programs and documentation, the methods and data which Company owns, plans or develops, whether for its own use or for use by its clients, developments, designs, inventions and improvements, trade secrets and works of authorship are confidential and are the property of Company. Employee also recognizes that Company's customer lists, supplier lists, proposals and procedures are confidential and are the property of Company. Employee further recognizes and acknowledges that in order to enable Company to perform services for its clients, those clients may furnish to Company confidential information concerning their business affairs, property, methods of operation or other data; that the goodwill afforded to Company depends upon, among other things, Company and its employees keeping such services and information confidential. All of these materials and information including that relating to Company's systems and Company's clients, will be referred to below as "Proprietary Information."

 

3.     NON-DISCLOSURE

 

Employee agrees that, except as directed by Company, and in the ordinary course of Company's business, Employee will not at any time, whether during or after Employee's employment with Company, disclose to any person or use, directly or indirectly, for Employee's own benefit or the benefit of others, any Proprietary Information, or permit any person to examine or make copies of any documents which may contain or is derived from Proprietary Information, whether prepared by Employee or otherwise coming into Employee's possession or control. Employee agrees that the provisions of this paragraph shall survive the termination of this Agreement and Employee's employment by Company.

 

4.     POSSESSION

 

Employee agrees that upon request by Company, and in any event upon termination of Employee's employment, Employee shall then over to Company all documents, papers or other material in Employee's possession or under Employee's control which may contain or be derived from Proprietary Information, together with all documents, notes or Employee's work products which are connected with or derived from Employee's services to Company and all copies of software obtained from Company shall be either returned to Company or, as appropriate, permanently deleted. Upon termination of Employee's employment with Company, Employee agrees to pay in full any amount owed Company, including but not limited to monies used to purchase computer hardware. The return of any computer hardware purchased by Employee will not be accepted in lieu of such payment.

 

 

5.     OWNERSHIP

 

Employee hereby assigns and agrees to assign to Company or its subsidiaries or affiliates, as appropriate, its successors, assigns or nominees, Employee's entire right, title and interest in any developments, designs, patents, inventions and improvements, trade secrets, trademarks, copyrightable subject matter or proprietary information which Employee has made or conceived, or may make or conceive, either solely or jointly with others, while providing services to Company, or with the use of the time, material or facilities of Company or relating to any actual or anticipated business, research, development, product, service or activity of Company known to Employee while employed at Company, or suggested by or resulting from any task assigned to Employee or work performed by Employee for or on behalf of Company, whether or not such work was performed prior to the date of this Agreement.

 

It is further agreed, that without charge to Company, but at its expense, Employee will execute and deliver all such further documents as may be necessary, including original applications and applications for renewal, extension or reissue of such patents, trademark registrations or copyright registrations, in any and all countries, to vest title thereto in Company, its successors, assigns or nominees.

 

6.     NON-COMPETITION

 

Employee agrees that because of the confidential and sensitive nature of the Proprietary Information and because the use of, or even the appearance of the use of, the Proprietary Information in certain circumstances may cause irreparable damage to Company and its reputation, or to clients of Company, Employee shall not, until the expiration of [NUMBER] year after the date on which Employee's employment with Company terminates for any reason, engage, directly or indirectly, or through any corporation or associates in any business, enterprise or employment which directly solicits business, performs services or delivers goods that are competitive to those of Company to any customer or prospect of Company. Company and Employee agree that this covenant is fair and reasonable; however, in the event that a court should decline to enforce these provisions, Employee and Company agree that the provisions should be modified to restrict Employee's competition with Company to the maximum extent enforceable, but in no event will the covenants be interpreted as more restrictive to Employee.

 

7.     INJUNCTIVE RELIEF

 

Employee acknowledges that disclosure of any Proprietary Information by Employee or breach by Employee of any of the covenants not to compete will give rise to irreparable injury to Company, or clients of Company. Employee also agrees that this injury to Company, or clients of Company, would be inadequately compensated in money damages alone. Accordingly, Company or, where appropriate the client of Company, may seek and obtain injunctive relief against the breach, or threatened breach, of the disclosure of any Proprietary Information by Employee, or breach by Employee of any of the covenants not to compete, in addition to any other legal remedies which may be available. Company further acknowledges that the enforcement of a remedy hereunder by way of injunction would not prevent Employee from earning a reasonable livelihood since Employee's experience and capabilities would be such that in the event that Employee's employment with Company terminates for any reason, Employee will be able to obtain employment in business activities which are not restricted by this Agreement.

 

8.     GENERAL

 

This Agreement contains the entire understanding between Company and Employee relating to the subject matter of confidentiality, work product and non-competition. This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE/PROVINCE], and may be modified only by a writing signed by Employee and Company. Employee hereby consents to the exclusive jurisdiction of the courts of the State of [STATE/PROVINCE] sitting in [STATE/PROVINCE] or the Federal courts sitting in [STATE/PROVINCE]. The provisions of this Agreement relating to confidentiality and non-competition shall survive any termination of employment.

 

 

IN WITNESS HEREOF, each party to this Agreement has caused it to be executed on the date indicated above.

 

 

EMPLOYEE                                                                COMPANY

 

 

 

                                                                                                                                                            

Authorized Signature                                                    Authorized Signature

 

                                                                                                                                                           

Print Name and Title                                                     Print Name and Title

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20.  

EXCLUSIVITY, CONFIDENTIALITY AND ASSIGNMENT OF

WORK PRODUCT AGREEMENT

 

 

This Exclusivity, Confidentiality and Assignment of Work Product Agreement (the “Agreement”) is effective [DATE],

 

 

BETWEEN:                [YOUR COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

 

                                    [YOUR COMPLETE ADDRESS]

 

AND:                           [EMPLOYEE NAME] (the "Employee"), an individual with his main address located:

 

                                    [COMPLETE ADDRESS]

 

 

The undersigned, [EMPLOYEE NAME], as Employee of [YOUR COMPANY NAME], expressly agrees to comply with all of the commitments set out below:

 

 

1.             LOYALTY

 

1.1 The Employee agrees to use all of his best efforts and diligence in the performance of his duties; he furthermore agrees to loyally promote the interests, and to devote all of his time and energy to the exclusive service, of [YOUR COMPANY NAME], unless he should obtain the prior written authorization thereof.

 

 

2.             CONFIDENTIALITY

 

2.1 The Employee acknowledges that, throughout the term of his employment with [YOUR COMPANY NAME], he may, by reason of such employment and his duties, have access to certain confidential information specifically relating to the operation and activities of [YOUR COMPANY NAME], its clients, other employees, management, finances, transactions, marketing of products and services offered by [YOUR COMPANY NAME] or, generally, to the business thereof.

 

2.2       Consequently, the Employee agrees, throughout the term of his employment and at all times following the termination thereof for any reason whatsoever, to neither disclose, use, communicate, reveal nor make available to any person whomsoever in any manner whatsoever, any Confidential Information produced or held by [YOUR COMPANY NAME], its suppliers or clients unless it is in the performance of his work with, and to the exclusive benefit of, [YOUR COMPANY NAME].

 

2.3       If the employee is required by applicable law, stock exchange regulations or court order to disclose any Confidential Information, he shall first notify [YOUR COMPANY NAME] in writing sufficiently in advance so as to provide [YOUR COMPANY NAME] with reasonable opportunity to seek to prevent such disclosure or to seek to obtain a protective order for such Confidential Information.

 

2.4       Without limiting the generality of the foregoing, any information relating to any secret, invention, license, manufacturing process, know-how, supply source, sales condition of a supplier, components of a product, technique, production and marketing method, price list, client list, discount policy and detail respecting the specific needs of [YOUR COMPANY NAME] clients shall be deemed "Confidential Information".

 

 

3.             OWNERSHIP OF CREATIONS

 

1.1          The Employee hereby assigns to [YOUR COMPANY NAME], which accepts, without restriction as to territory, duration or otherwise, any right which is or may be granted to him or acknowledged as his pursuant to any [COUNTRY] or foreign legislation regarding patents, copyrights, trade-marks, industrial designs, integrated circuitry topography, protection of know-how, trade secrets, or confidential information, and any other provision of a statute, principle under the laws of [COUNTRY] respecting intellectual property, whether or not such rights are registered, including the right to obtain any protection afforded by law by filing an application for registration or

 

1.2          Otherwise, with respect to any of the foregoing rights (the “Intellectual Property Rights”) with respect to any work (including computer software), invention, trade-mark, industrial design, integrated circuit topography, know-how, trade secret, confidential information or other matter that is or may be protected by an Intellectual Property Right (“Intellectual Property”) directly or indirectly developed, carried out or improved by the Employee, either alone or with another person, throughout the term of his employment with [YOUR COMPANY NAME], whether or not during regular business hours, on the work premises or using the property or services of [YOUR COMPANY NAME], and whether such Intellectual Property Rights relate to any product, service, method, or procedure used or operated, or the use or

 

1.3          Operation of which is contemplated by [YOUR COMPANY NAME] or its subsidiaries, as part of the operations and activities of [YOUR COMPANY NAME] or its subsidiaries. To the extent that the employee holds any Intellectual Property Rights with respect to any of the Intellectual Property described above, he hereby assigns to [YOUR COMPANY NAME], which accepts, all such Intellectual Property Rights without restriction as to territory, duration or otherwise.

 

3.4       Moreover, the Employee waives all of his moral rights with respect to any work protected by copyright in favor of [YOUR COMPANY NAME] and any third party authorized by [YOUR COMPANY NAME] to use such work.

 

3.5       The Employee undertakes to immediately notify [YOUR COMPANY NAME] of any Intellectual Property he may develop, carry out or improve and, upon request by [YOUR COMPANY NAME] to that effect, undertakes to cooperate, diligently and in good faith, with any patent agent or other professional [YOUR COMPANY NAME] may designate for the purposes of identifying said Intellectual Property Rights and, as the case may be, to take any action and prepare or execute any document [YOUR COMPANY NAME] may deem necessary or useful to ensure that [YOUR COMPANY NAME] may obtain, protect or exercise Intellectual Property Rights relating thereto, or to acknowledge or give full effect to this Agreement; to that end, the Employee appoints [YOUR COMPANY NAME] as his exclusive and irrevocable agent to execute, on his behalf, any document the purpose of which is to acknowledge or give full effect to such assignment, including as part, or for the purposes, of any application to obtain, amend or maintain a patent.

 

3.6       The Employee acknowledges that any Intellectual Property constitutes confidential information belonging to [YOUR COMPANY NAME], subject to Section 2 hereof.

 

3.7       The Employee undertakes, throughout the term of his employment with [YOUR COMPANY NAME], to neither develop, carry out, nor improve, for his own benefit or that of a third party, either alone, jointly or in collaboration with a third party, whether during regular working hours, on the work premises or using the property or services of [YOUR COMPANY NAME], any Intellectual Property regarding any product, service, method or procedure used or operated, or the use or operation of which is contemplated by [YOUR COMPANY NAME] or its subsidiaries, as part of the operations or activities of [YOUR COMPANY NAME] or its subsidiaries.

 
 

4.             SEVERABILITY

 

4.1 Should any section, phrase, paragraph or part of this Agreement be deemed unenforceable for any reason by any court of competent jurisdiction, such decision shall neither amend the remainder of this Agreement nor render it void.

 

 

5.             GOVERNING LAW

 

5.1 This Agreement shall be governed and interpreted in accordance with legislation in effect in the territory of the [State/Province] of [STATE/PROVINCE] and with any law of [COUNTRY] applicable therein.

 

 

IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.

 

 

COMPANY                                                                  EMPLOYEE

 

 

 

                                                                                                                                                            

Authorized Signature                                                    Authorized Signature

 

 

                                                                                                                                                           

Print Name and Title                                                     Print Name and Title

 

 

21.   NON-DISCLOSURE AND NON-COMPETE AGREEMENT

 

 

 

This Acknowledgment of Obligations (the "Agreement") is made and effective this [DATE],

 

 

BETWEEN:                [EMPLOYEE NAME] (the "Employee"), an individual with his main address at:

 

                                    [COMPLETE ADDRESS]

 

 

AND:                           [YOUR COMPANY NAME] (the "Company"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

 

                                    [YOUR COMPLETE ADDRESS]

 

 

WHEREAS, Company desires to employ Employee and Employee desires to be employed by Company in connection with certain aspects of the development or marketing of certain computer systems or other products for Company; and

 

WHEREAS, in connection with such employment, Employee may be given access to, generate, or otherwise come into contact with certain proprietary and/or confidential information of Company or clients of Company; and

 

WHEREAS, Employee and Company desire to prevent the dissemination or misuse of such information;

 

NOW, THEREFORE, the parties hereto mutually agree as follows:

 

 

1.     EMPLOYMENT

 

Company hereby employs or continues to employ Employee and Employee hereby accepts employment, upon the terms and conditions contained herein and at a compensation as shall be agreed upon from time to time by Company and Employee. This Agreement shall commence on the date hereof and shall remain in effect for an indefinite time until terminated by either party by giving the other party notice of termination at least [NUMBER] days in advance. While employed by Company, Employee shall devote his or her full working time to Company's affairs and shall faithfully and diligently serve Company's interests.

 

 

2.     CONFIDENTIALITY

 

Employee recognizes and acknowledges that the systems which Company owns, plans or develops, whether for its own use or for use by its clients, are confidential and are the property of Company. Employee further recognizes and acknowledges that in order to enable Company to perform services for its clients, such clients may furnish to Company confidential information concerning their business affairs, property, methods of operation or other data; that the goodwill afforded to Company depends upon, among other things, Company and its employees keeping such services and information confidential (collectively, including Company systems and Company client information, the "Confidential Information").

 

 


3.     NON-DISCLOSURE

 

Employee agrees that, except as directed by Company, the Employee will not at any time, whether during or after his employment with Company, disclose to any person or use any Confidential Information, or permit any person to examine and/or make copies of any documents which contain or are derived from Confidential Information, whether prepared by the Employee or otherwise coming into the Employee's possession or control without the prior written permission of Company.

 

 

4.     POSSESSION

 

Employee agrees that upon request by Company, and in any event upon termination of employment, Employee shall turn over to Company all documents, papers or other material in his possession or under his control which may contain or be derived from Confidential Information, together with all documents, notes or other work product which is connected with or derived from Employee's services to Company whether or not such material is at the date hereof in Employee's possession. Employee agrees that the Employee shall have no proprietary interest in any work product developed or used by Employee and arising out of his employment by Company. Company shall, from time to time as may be requested by Company, do all things which may be necessary to establish or document Company's ownership of any such work product, including, but not limited to execution of appropriate copyright applications or

assignments.

 

 

5.     NON-COMPETITION

 

Employee agrees and covenants that because of the confidential and sensitive nature of the Confidential Information and because the use of, or even the appearance of the use of, the Confidential Information in certain circumstances may cause irreparable damage to Company and its reputation, or to clients of Company, Employee shall not, until the expiration of two years after the termination of the employment relationship between Company and Employee, engage, directly or indirectly, or through any corporations or associates in any business, enterprise or employment which is directly competitive with Company.

 

 

6.     SAVING PROVISION

 

Company and Employee agree and stipulate that the agreements and covenants not to compete contained in the preceding paragraph are fair and reasonable in light of all of the facts and circumstances of the relationship between Employee and Company; however, Employee and Company are aware that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance of and not in derogation of the provisions of the preceding paragraph Company and Employee agree that in the event a court should decline to enforce the provisions of the preceding paragraph, that paragraph shall be deemed to be modified to restrict Employee's competition with Company to the maximum extent, in both time and geography, which the court shall find enforceable; however, in no event shall the provisions of the preceding paragraph be deemed to be more restrictive to Employee than those contained therein.

 

 

7.     ENFORCEABLE

 

The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or cause of action of Employee against Company whether predicated on this Agreement or otherwise.

 

 


8.     ENTIRE AGREEMENT

 

This Agreement contains the entire agreement of the parties relating to the subject matter hereof. This Agreement may be modified only by an instrument in writing signed by both parties hereto.

 

9.     INJUNCTIVE RELIEF

 

The Employee acknowledges that disclosure of any Confidential Information or breach of any of the non-competitive covenants or agreements contained herein will give rise to irreparable injury to Company or clients of Company, inadequately compensable in damages. Accordingly, Company or, where appropriate a client of Company, may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available. The Employee further acknowledges and agrees that in the event of the termination of employment with the Company the Employee's experience and capabilities are such that the Employee can obtain employment in business activities which are of a different or non-competing nature with his or her activities as an  employee of Company; and that the enforcement of a remedy hereunder by way of injunction shall not prevent the Employee from earning a reasonable livelihood. The Employee further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Company's legitimate business interests and are reasonable in scope and content.

 

10.  COMPANY'S CLIENTS

 

If Employee's employment with Company terminates for any reason, the Employee shall not, for a period of one year from the date of termination, have any business dealings whatsoever, either directly or indirectly or through corporate entities or associates with any customer or client of Company or its subsidiaries or any person or firm which has contacted or been contacted by Company as a potential customer or client of Company; and Employee shall keep in strictest confidence, both during the Employee's employment and subsequent to termination of employment, and shall not during the period of employment or thereafter disclose or divulge to any person, firm or corporation, or use directly or indirectly, for the Employee's own benefit or the benefit of others, any information which in good faith and good conscience ought to be treated as confidential information including, without limitation, information relating to the software developed by Company, information as to sources of, and arrangements for, hardware supplied to customers or clients of Company, submission and proposal procedures of  Company, customer or contact lists or any other Confidential Information.

 

11.  GOVERNING LAW

 

The Agreement shall be construed in accordance with the laws of the State of [STATE/PROVINCE].

 

 

12.  NOTICE

 

Any notice to be given under this Agreement shall be sufficient if it is in writing and is sent by certified or registered mail to Employee at his residence address as the same appears on the books and records of Company or to Company at its principal office, attention of the President, or otherwise as directed by Company, from time to time.

 

13.  SURVIVAL

 

The provisions of this Agreement relating to confidentiality or non-competition shall survive the termination of employment, however caused.

 

IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the date first above written.

 

 

COMPANY                                                                 EMPLOYEE

 

 

 

                                                                                                                                                            

Authorized Signature                                                    Authorized Signature

 

                                                                                                                                                           

Print Name and Title                                                     Print Name and Title

 

 

22.   EMPLOYEE PROPRIETARY INFORMATION

AND INVENTIONS AGREEMENT

 

 

 

In consideration of my employment by [YOUR COMPANY NAME], (the “Company”), I hereby agree to the following restrictions placed on my use and development of information, technology, ideas and inventions:

 

 

1.     PROPRIETARY INFORMATION

 

a.     Restrictions on Proprietary Information

I agree that, during my employment and after, I will hold the Proprietary Information of the Company in strict confidence and will neither use the information nor disclose it to anyone, except to the extent necessary to carry out my responsibilities as an employee of the Company or as specifically authorized in writing by a duly authorized officer of the Company. I understand that "Proprietary Information" means all information pertaining in any manner to the business of the Company or its affiliates, consultants, or business associates, unless:

 

i.  the information is or becomes publicly known through lawful means;

ii. the information was part of my general knowledge prior to my employment by the Company; or

iii.                            the information is disclosed to me without restriction by a third party who rightfully possesses the information and did not learn of it from the Company.

 

This definition includes, but is not limited to, (A) schematics, techniques, development tools, processes, computer printouts, computer programs, design drawings and manuals, electronic codes, formulas and improvements; (B) information about costs, profits, markets, sales, customers, and bids; (C) plans for business, marketing, future development and new product concepts; and (D) employee personnel files and information about employee compensation and benefits.

 

b.    Prior Actions and Knowledge

Except as disclosed on Schedule A to this Agreement, I do not know anything about the Company's business or Proprietary Information, other than information I have learned from the Company in the course of being hired and employed.

 

c.     Third Party Information

I recognize that the Company has received and will receive confidential or proprietary information from third parties. I will hold all such information in the strictest confidence and will not use the information or disclose it to anyone (except as necessary in carrying out my work for the Company consistent with the Company's agreement with such third party).

 

d.    Interference with Business

I agree that during my employment with the Company and for a period of [NUMBER] year after termination of my employment with the Company, I shall not directly or indirectly (i) divert or attempt to divert from the Company (or any affiliate) any business of any kind in which it is engaged, including, without limitation, the solicitation of or interference with any of its suppliers or customers or (ii) solicit, induce, recruit or encourage any person employed by the Company to leave their employment.

 


2.     INVENTIONS

 

a.     Assignment of Inventions

 

I agree to assign to the Company, without further consideration, my entire right, title, and interest (throughout the [COUNTRY] and in all foreign countries), free and clear of all liens and encumbrances, in and to all Inventions. Notwithstanding the foregoing, the Company may, in its discretion, agree to provide consideration for certain Inventions through a written agreement between the Company and the undersigned which specifically provides for such consideration; in all other cases, no consideration shall be paid. The Inventions shall be the sole property of the Company, whether or not copyrightable or patentable. In addition, I agree to maintain adequate and current written records on the development of all Inventions, which shall also remain the sole property of the Company. I understand that "Inventions” means all ideas, processes, inventions, technology, designs, formulas, discoveries, patents, copyrights, and trademarks, and all improvements, rights, and claims related to the foregoing, that are conceived, developed, or reduced to practice by me alone or with others except Inventions excluded in Schedule A:

 

Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:

i.      Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer.

ii.                                     Result from any work performed by the employee for the employer.

b.    License for Other Inventions

If, in the course of my employment, with the Company, I incorporate into Company property an invention owned by me or in which I have an interest, the Company is granted a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, modify, use and sell my invention as part of and in connection with the Company property.

 

c.     Assist With Registration

 

In the event any Invention shall be deemed by the Company to be copyrightable or patentable or otherwise registrable, I will assist the Company (at its expense) in obtaining and maintaining letters patent or other applicable registrations and in vesting the Company with full title. Should the Company be unable to secure my signature on any document necessary to apply for, prosecute, obtain, or enforce any patent, copyright, or other right or protection relating to any Invention, due to my incapacity or any other cause, I hereby irrevocably designate and appoint the Company and each of its duly authorized officers and agents as my agent and attorney-in-fact to do all lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, or other rights or protection with the same force and effect as if executed and delivered by me.

 

d.    Disclosure

I agree to disclose promptly to the Company all Inventions and relevant records. I further agree to promptly disclose to the Company any idea that I do not believe to be an Invention, but is conceived, developed, or reduced to practice by me (alone or with others) while I am employed by the Company or during the one-year period following termination of my employment. I will disclose the idea, along with all information and records pertaining to the idea, and the Company will examine the disclosure in confidence to determine if in fact it is an Invention subject to this Agreement.

 

e.     Post-Termination Period

I agree that any idea, invention, writing, discovery, patent, copyright, or trademark or similar item, or improvement shall be presumed to be an Invention if it is conceived, developed, used, sold, exploited, or reduced to practice by me or with my aid within [NUMBER] year after my termination of employment with the Company. I can rebut the above presumption if I prove that the idea, invention, writing, discovery, patent, copyright, or trademark or similar item, or improvement is not an Invention covered by this Agreement.

 

 

3.     FORMER OR CONFLICTING AGREEMENTS

 

a.     Former Agreements

I represent and warrant that my performance of the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me prior to my employment by the Company. I have listed in Schedule A all other agreements concerning proprietary information or inventions to which I am a party and attached copies of any agreements in my possession. To the best of my knowledge, there is no other contract between me and any other person or entity that is in conflict with this Agreement or concerns proprietary information, inventions or assignment of ideas.

 

b.    Obligations During Employment

During my employment with the Company, I will not disclose to the Company, or use, or induce the Company to use, any proprietary information or trade secrets of others.

 

 

4.     TERMINATION

 

a.     Return of the Company’s Property

I agree to promptly return to the Company upon termination of my employment all Proprietary Information and all personal property furnished to or prepared by me in the course of or incident to my employment. Following my termination, I will not retain any written or other tangible material containing any Proprietary Information or information pertaining to any Invention.

 

b.    Termination Certificate

In the event of the termination of my employment, I agree, if requested by the Company, to sign and deliver the Termination Certificate attached as Schedule B.

 

c.     Subsequent Employers

I agree that after the termination of my employment with the Company, I will not enter into any agreement that conflicts with my obligations under this Agreement and will inform any subsequent employers of my obligations under this Agreement.

 

 

5.     NO IMPLIED EMPLOYMENT RIGHTS

 

I recognize that nothing in this Agreement shall be construed to imply that my employment is guaranteed for any period of time. Unless stated in a written agreement signed by a duly authorized officer of the Company, my employment is for an indefinite duration, and either the Company or I can terminate our employment relationship at any time, without notice and for any reason, with or without cause.

 

 

 

 

 

 

6.     REMEDIES

 

I recognize that nothing in this Agreement is intended to limit any remedy of the Company under any federal or state law concerning trade secrets, I recognize that my violation of this Agreement could cause the Company irreparable harm and agree that the Company shall have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of this Agreement.

 

 

7.     MISCELLANEOUS PROVISIONS

 

a.     Assignment

I agree that the Company may assign to another person or entity any of its rights under this Agreement.

 

b.    Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the [State/Province] of [STATE/PROVINCE].  

 

c.     Severability

If any provision of this Agreement, or application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be unenforceable, such provision shall be enforced to the greatest extent permitted by law and the remainder of this Agreement shall remain in full force and effect.

 

d.    Entire Agreement

The terms of this Agreement are the final expression of my agreement with respect to the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous agreement. This Agreement shall constitute the complete and exclusive statement of its terms. I acknowledge that the Company has not made any other representations concerning the subject matter of this Agreement.

 

e.     Amendment; Waivers

This Agreement can be amended or terminated only by a written agreement signed by both parties. No failure to exercise or delay in exercising any right under this Agreement shall operate as a waiver thereof.

 

f.      Successors and Assigns

This Agreement shall be binding upon me and my heirs, executors, administrators, and successors, and shall inure to the benefit of the Company's successors and assigns.

 

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY NOTED ON SCHEDULE A TO THIS AGREEMENT ANY PROPRIETARY INFORMATION, IDEAS, PROCESSES, INVENTIONS, TECHNOLOGY, WRITINGS, PROGRAMS, DESIGNS, FORMULAS, DISCOVERIES, PATENTS, COPYRIGHTS, OR TRADEMARKS, OR IMPROVEMENTS, RIGHTS, OR CLAIMS RELATING TO THE FOREGOING, THAT I DESIRE TO EXCLUDE FROM THIS AGREEMENT.

 

EMPLOYEE                                                                COMPANY

 

 

 

                                                                                                                                                            

Authorized Signature                                                    Authorized Signature

 

                                                                                                                                                           

Print Name and Title                                                     Print Name and Title


     SCHEDULE A
 
23.   EMPLOYEE'S DISCLOSURE

 

 

1.             PROPRIETARY INFORMATION

 

Except as set forth below, I acknowledge that at this time I know nothing about the business or Proprietary Information of Company (the “Company”), other than information I have learned from the Company in the course of being hired:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

 

 

2.             PRIOR INVENTIONS

 

Except as set forth below, there are no ideas, processes, inventions, technology, writings, programs, designs, formulas, discoveries, patents, copyrights, or trademarks, or any claims, rights, or improvements to the foregoing, that I wish to exclude from the operation of this Agreement:

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
                       
           

3.             PRIOR AGREEMENTS

 

Except as set forth below, I am aware of no prior agreements between me and any other person or entity concerning proprietary information or inventions (attach copies of all agreements in your possession):

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

 

EMPLOYEE

 

 

 

                                                                                    

Authorized Signature                                                   

 

                                                                                   

Print Name and Title                                                    

 

 


SCHEDULE B

 

24.   TERMINATION CERTIFICATE CONCERNING

THE COMPANY PROPRIETARY INFORMATION

 

 

This is to certify that I have returned all personal property of Company, (the “Company”), including, without limitation, all source code listings, books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, Proprietary Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing.

 

I further certify that I have reviewed the Employee Proprietary Information and Inventions Agreement signed by me and that I have complied with and will continue to comply with all of its terms, including, without limitation, (i) the reporting of any idea, process, invention, technology, writing, program, design, formula, discovery, patent, copyright, or trademark, or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement and (ii) the preservation as confidential of all Proprietary Information pertaining to the Company. This certificate in no way limits my responsibilities or the Company's rights under the Agreement.

 

On termination of my employment with the Company, I will be employed by [NAME OF NEW EMPLOYER] [DIVISION] and I will be working in connection with the following projects:

 

 

[GENERALLY DESCRIBE THE PROJECTS]

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

 

 

 

 

 

 

 

 

 

25.   COMMISSION SALES AGREEMENT

 

This Commission Sales Agreement ("Agreement") is made and effective this [DATE],

 

BETWEEN:                [COMMISSION AGENT NAME] (the "Agent"), an individual with his main address at:

 

                                    [COMPLETE ADDRESS]

 

AND:                           [PRINCIPAL NAME] (the "Principal"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

 
                                    [YOUR COMPLETE ADDRESS]
 
 
WHEREAS the Principal wishes to market the product(s) described in Schedule A (the "Product(s)");
 
WHEREAS Agent is prepared to sell the Product(s) on behalf of the Principal in return for a commission;
 
It is agreed as follows:
 
 
1.     SELLING RIGHTS
 
a.     The Principal grants the Agent an exclusive right to sell the Product(s) on behalf of the Principal within the territory described in Schedule B for a period of [PERIOD] commencing [DATE] (the "Selling Rights").
 
b.     The Agent may not sell or attempt to sell the Product(s) outside of the territory described in Schedule B. 
 
c.     The Agent shall use his best efforts to sell the Product(s) for the duration of the Selling Rights. At the request from time to time of the Principal, the Agent shall furnish the Principal with a reasonably detailed, written report on his efforts to sell the Product(s) in the period specified by the Principal.
 
d.     The Agent shall clearly identify himself as a duly authorized sales agent of the Principal in the course of his efforts to sell the Product(s) on behalf of the Principal and may not sell the Product(s) in his own name.
 
 
2.     PRODUCT PRICES
 
The Principal shall fix the selling price(s) of the Product(s) and the Agent may only sell the Product(s) at the selling price(s) fixed by the Principal.
 
 


3.     ORDERS
 
a.     The Agent shall obtain written orders for the Product(s) from buyers, signed by or on behalf of the buyers, and remit the orders to the Principal.
 
b.     The Principal shall use its best efforts to fill orders duly remitted by the Agent in accordance with this agreement as expeditiously as possible.
 
 
4.      COMMISSION
 
a.     The Principal shall pay the Agent a commission of [NUMBER]% of the selling price, exclusive of any sales taxes, of each order or part of each order of Product(s) duly remitted by the Agent in accordance with this agreement which is paid for in full, inclusive of any sales taxes, and which is not subsequently returned for a refund.
 
b.     The Principal may accept the return of Product(s) for a refund or partial refund in its sole discretion.
 
c.     The Agent is not entitled to any compensation for services performed or expenses incurred in connection with this agreement other than as set out in this agreement.
 
 
5.     TRAINING
 
At the request of the Agent, the Principal shall train the Agent in the proper use of the Product(s).
 
 
6.     ADVERTISING AND INFORMATION MATERIALS
 
For the duration of the Selling Rights, the Principal shall furnish the Agent, at the Principal's cost, with reasonable quantities of advertising and user information materials, including demonstration Product(s), to aid the Agent in selling the Product(s).
 
 
7.     PRODUCT IMAGE
 
The Agent shall not do or permit anything to be done to prejudice the market image of the Product(s) or the Principal.
 
 
8.     RESTRAINT OF COMPETITION
 
The Agent shall not sell, or in any way assist anyone else to sell, any products that compete with the Product(s) of the Principal within the territory described in Schedule B for the duration of the Selling Rights and for the calendar year immediately following termination of the Selling Rights.
 
 
9.     CONFIDENTIALITY
 
The Agent shall keep the Principal's business secrets, including but not limited to customer, supplier, logistical, financial, research and development information, confidential and shall not disclose them to any third party during and after termination of the Selling Rights.
 
 


10.  SUMMARY TERMINATION OF SELLING RIGHTS
 
If the Agent breaks any term of this agreement, the Principal may summarily terminate the Selling Rights on notice in writing to the Agent.
 
 
11.  TERMINATION CONSEQUENCES
 
On termination of the Selling Rights for any reason, the Agent shall immediately cease to describe himself as an authorized sales agent of the Principal and cease selling the Product(s).
 
 
12.  ASSIGNMENT
 
The Agent shall not assign the benefit of this agreement or subcontract his obligations under this agreement without the consent in writing of the Principal, which consent may be withheld without good reason.
 
 
13.  FIDUCIARY RELATIONSHIP
 
The Agent accepts and acknowledges that the terms of this agreement are in addition to and do not detract from the ordinary fiduciary duties owed by the Agent to the Principal.
 
 
14.  MISCELLANEOUS
 
a.     In this agreement, the singular includes the plural and the masculine includes the feminine and neuter and vice versa unless the context otherwise requires.
 
b.     The capitalized headings in this agreement are only for convenience of reference and do not form part of or affect the interpretation of this agreement.
 
c.     If any provision or part of any provision in this agreement is void for any reason, it shall be severed without affecting the validity of the balance of the agreement. 
 
d.     Time is of the essence of this agreement.
 
e.     There are no representations, warranties, conditions, terms or collateral contracts affecting the transaction contemplated in this agreement except as set out in this agreement.
 
f.      Nothing in this agreement is intended to constitute a partnership or a master and servant relationship between the parties.
 
g.     This agreement binds and benefits the parties and their respective heirs, executors, administrators, personal representatives, successors and assigns.
 
h.     This agreement is governed by the laws of the State/Province of [STATE/PROVINCE].
 

 


The Parties each hereby execute this Agreement as of [DATE].

 

 

PRINCIPAL                                                                 AGENT

     

 

 

 

                                                                                                                                                            

Authorized Signature                                                    Authorized Signature

 

 

                                                                                                                                                           

Print Name and Title                                                     Print Name and Title

 

 
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26.   SALES REPRESENTATIVE AGREEMENT

 

This Sales Representative Agreement (the “Agreement”) is made and effective [DATE],

 

 

BETWEEN:                  [YOUR COMPANY NAME] (the "Company"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

           

                                      [YOUR COMPLETE ADDRESS]

 

                                     

AND:                             [SALES REPRESENTATIVE NAME] (the "Sales Representative"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

 

[COMPLETE ADDRESS]

 

 

SALES REPRESENTATIVE AGREES TO:

 

  1. Represent and sell the Company's products/services in the geographic area known as [AREA NAME].

 

  1. Accurately represent and state Company policies to all potential and present customers.

 

  1. Promptly mail in all leads and orders to the Company.

 

  1. Inform the sales manager of all problems concerning Company customers within the sales territory.

 

  1. Inform the sales manager if the Sales Representative is representing, or plans to represent any other business firm. In no event shall sales representative represent a competitive company or product line either within or outside the designated sales area.

 

  1. Telephone the Company with reasonable frequency to discuss sales activity within the territory.

 

  1. Provide company [NUMBER]-days' notice should the Representative intend to terminate this Agreement.

 

  1. Return promptly all materials and samples provided by the Company to the Representative, if either party terminates this agreement.

 

 

THE COMPANY AGREES TO:

 

  1. Pay the following commissions to the Sales Representative:

 

  1. [%] of all prepaid sales, except as stated in (4) below.

  2. [%] of all credit sales, except as stated in (4) below.

 

  1. To negotiate in advance of sale the commission percentage to be paid on all orders that the Company allows a quantity discount or other trade concession.

 

  1. Commissions on refunds to customers or merchandise returned by the customer in which a commission has already been paid to the Representative shall be deducted from future commissions to be paid to the Representative by the Company.

  2. Except by special arrangement, the following shall not be commissioned: [LIST]

 

  1. To provide the Sales Representative with reasonable quantities of business cards, brochures, catalogs, and any product samples required for sales purposes.

 

  1. To set minimum monthly quotas after consultation with the Sales Representative.

 

  1. To grant Representative [NUMBER]-days' notice should the Company wish to terminate this Agreement.

 

  1. To pay commissions to the Representative on sales from existing customers for a period of [NUMBER] months after this agreement is terminated by either party.

 

  1. This constitutes the entire Agreement.

 

  1. This agreement shall be binding upon the parties and their successors and assigns.

 

 

Signed this [DAY] day of [MONTH], [YEAR].

 

 

SALES REPRESENTATIVE                                        COMPANY

 

 

 

                                                                                                                                                            

Authorized Signature                                                    Authorized Signature

 

                                                                                                                                                           

Print Name and Title                                                     Print Name and Title