Name of Company

                                                       EMPLOYEE AGREEMENT

Employee's Last Name                                                     First Name                                                 Middle Initial

In order for                                                                                      ("THE COMPANY") to maintain a competitive edge, THE COMPANY must protect its inventions, discoveries, works of authorship and its proprietary technical and business information.

Therefore, every new employee is required to sign this Agreement as a condition of employment with THE COMPANY.

By signing this Agreement, I agree:

1.         As they are used in this Agreement, the term "inventions" includes inventions, improvements and discoveries, (whether or not they are patentable); and the term "works of authorship" includes writings, drawings, software, semiconductor mask works, and other works of authorship (whether or not they are copyrightable).

2.         I will promptly disclose to THE COMPANY in writing, all inventions and works of authorship which are conceived, made, discovered, written or created by me alone or jointly with someone else on THE COMPANY's time or on my own time, while I am employed by THE COMPANY and for one year after termination of my employment; and I assign all rights to these inventions and works of authorship to THE COMPANY.

3.         I will give THE COMPANY all assistance it reasonably requires to perfect, protect, and use its rights to inventions and works of authorship.  In particular, I will sign all documents, do all things, and supply all information that THE COMPANY considers necessary or desirable to transfer or record the transfer of my entire right, title and interest in inventions and works of authorship; and to enable THE COMPANY to obtain patent, copyright, or other legal protection for inventions and works of authorship.  Any out-of-pocket expenses will be paid by THE COMPANY.

4.         Exempted from this Agreement is any invention for which (1) no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee's time, and (2) which does not relate (a) directly to the business of the employer or (b) to the employer's actual or demonstrably anticipated research or development, and (3) which does not result from any work performed by the employee for the employer.  

This is not a substitute for legal advice.  An attorney must be consulted.
Copyright ©1994 - 2009 by LAWCHEK, LTD.

 5.         Also excluded from this Agreement are the following inventions and works of authorship which I own or control and WHICH WERE CONCEIVED, MADE, WRITTEN, OR CREATED by me PRIOR TO EMPLOYMENT WITH THE COMPANY, although they would be useful to THE COMPANY, its subsidiaries or affiliates.

            (1)                                                                                                                                   

            (2)                                                                                                                                   

            (3)                                                                                                                                   

            Other than these, I do not claim to own or control rights in any inventions or works of authorship and will not assert any rights against THE COMPANY.

6.         I understand that if I possess proprietary information of another person or company as a result of prior employment, THE COMPANY expects me to honor any legal obligation I have with that person or company with respect to that proprietary information.

7.         I will never divulge or use any of the proprietary technical and business information of THE COMPANY for my or another's benefit, unless authorized in writing by THE COMPANY.  Nor will I accept any employment which would inherently involve the use or disclosure by me of proprietary information of THE COMPANY.

8.         All documents and other tangible property relating in any way to the business of THE COMPANY are the exclusive property of THE COMPANY (even if I authored or created them).  I agree to return all such documents and tangible property to THE COMPANY upon termination of employment or at such earlier time as THE COMPANY may request me to do so.

9.         During my employment, I will not plan, organize or engage in any business competitive with any product or service marketed or planned for marketing by THE COMPANY or conspire with others to do so and will not engage in any other activity which may create a conflict of interest with THE COMPANY.

10.       For a period of two years after termination of my employment with THE COMPANY:

            (a)        I will inform my new employer, prior to accepting employment, of the existence of this Employee Agreement and provide such employer with a copy thereof.

            (b)        If I have been or am employed by THE COMPANY in a sales capacity, I will not render services in the United States, directly or indirectly, to any Conflicting Organization in connection with the development, manufacture, marketing, sale, merchandising, leasing, servicing or promotion of any Conflicting Product to any person or organization upon whom I called, or whose account I supervised on behalf of THE COMPANY, at any time during the last three years of my employment by THE COMPANY.

            (c)        If I have been or am employed by THE COMPANY in a nonsales capacity, I will not render, to any Conflicting Organization, services, directly or indirectly, in the United States, or in any country in which THE COMPANY has a plant for manufacturing a product upon which I worked during my employment by THE COMPANY or in which THE COMPANY provides a service in which I participated during my employment by THE COMPANY, except that I may accept employment with a large Conflicting Organization whose business is diversified (and which, as to part of its business, is not a Conflicting Organization), provided THE COMPANY, prior to my accepting such employment, shall receive separate written assurances satisfactory to THE COMPANY from such Conflicting Organization and from me, that I will not render services directly or indirectly in connection with any Conflicting Product.

This is not a substitute for legal advice.  An attorney must be consulted.
Copyright ©1994 - 2009 by LAWCHEK, LTD.

            (d)        If I am unable to obtain employment consistent with my abilities and education, within one month after termination of my employment with THE COMPANY, solely because of provisions of paragraph 10, such provisions shall thereafter continue to bind me only as long as THE COMPANY shall make payments to me equal to my monthly base pay at termination (exclusive of extra compensation, bonus or employee benefits) for each month of such unemployment, commencing with the second month after termination of my employment with THE COMPANY.

                        I agree that I will, during each month of such unemployment, make conscientious and aggressive efforts to find employment; and I will, within ten days after the end of each calendar month, give THE COMPANY a detailed written account of my efforts to obtain employment.  Such account will include a statement by me that, although I aggressively sought employment, I was unable to obtain it solely because of the provisions of paragraph 10.

                        It is understood that THE COMPANY shall, at its option, be relieved of making a monthly payment to me for any month during which I failed to seek employment conscientiously and aggressively, and to account to THE COMPANY, as provided for above.

                        THE COMPANY is obligated to make such payments to me, upon my fulfillment of the conditions set forth above, for twenty-three consecutive months, unless THE COMPANY gives me written permission to accept available employment or gives me a written release from the obligations of paragraph 10.

                        THE COMPANY's obligation to make such monthly payments shall terminate upon my death or upon my obtaining employment.  I agree that I will give prompt written notice of such employment to THE COMPANY.

                        THE COMPANY shall not be liable, under this Agreement, or in any action relating thereto, for any amount greater than the equivalent of twenty-three such monthly payments, less amounts paid to me by THE COMPANY pursuant to this Agreement; THE COMPANY not being obligated to make a payment to me for the first month of such employment.

            (e)        If, after termination of my employment with THE COMPANY, I obtain other employment but, because of the provisions of paragraph 10, my position is such that my gross monthly income will be less than that which I last received from THE COMPANY as monthly base pay at termination, then THE COMPANY's obligations to make payments to me for the period specified in paragraph 10(d) will be limited to the difference between my monthly base pay at THE COMPANY, at termination, and the gross monthly income I will receive in my subsequent employment.

            (f)         CONFLICTING PRODUCT, as used in this agreement, means any product, method or process, system or service of any person or organization other than THE COMPANY, in existence or under development, which is the same as or similar to or competes with, or has a usage allied to, a product, method or process, system or service upon which I worked (in either a sales or a nonsales capacity) during the last three years of my employment by THE COMPANY or about which I acquire Confidential Information.

            (g)        CONFLICTING ORGANIZATION, as used in this agreement, means any person or organization which is engaged in or about to become engaged in, research on or development, production, marketing, leasing, selling or servicing of a Conflicting Product.

This is not a substitute for legal advice.  An attorney must be consulted.
Copyright ©1994 - 2009 by LAWCHEK, LTD.

11.       I will comply with all THE COMPANY guidelines, policies and procedures.

12.       I will participate in an exit interview at the time of termination of employment with THE COMPANY, and will sign a statement that I have returned to THE COMPANY all documents and tangible property, and that I acknowledge my continuing obligations under this Employee Agreement.

13.       I acknowledge that all of the provisions of this Agreement are fair and necessary to protect the interests of THE COMPANY.  However, if a provision of this Agreement is held invalid by a court of competent jurisdiction, the remaining provisions will nonetheless be enforceable according to their terms.  Further, if any provision is held to be overbroad as written, that provision should be considered to be amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and enforced as amended.

14.       I understand that even if THE COMPANY waives or fails to enforce the terms of this Agreement or any similar agreement in one instance, that will not constitute a waiver by THE COMPANY of rights with respect to other violations of this or any other agreement.

15.       This Agreement will be binding on my heirs, assigns and legal representatives, and it may be transferred by THE COMPANY to its successors and assigns.

                                                            Accepted by                                                                   

                                                                                  Company Name

Date                                                                  Date

Signature of Employee                                         By

Address                                                             Title

This is not a substitute for legal advice.  An attorney must be consulted.
Copyright ©1994 - 2013 by LAWCHEK, LTD.