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Sample Employment Agreement (Alternate Long Version)


(iii) Notwithstanding any provision of this Agreement to the contrary, the Company shall have the royalty-free right to use in its business, and to make, have made, use and sell products, processes and services to make, have made, use and sell products, processes and services derived from any inventions, discoveries, concepts and ideas, whether or not patentable, including, but not limited to, processes, methods, formula and techniques, as well as improvements thereof and know-how related thereto, that are not inventions as defined herein, but which are made or conceived by the Executive during his employment by the Company or with the use or assistance of the Company's facilities, materials or personnel. If the Company determines that it has no present or future interest in any invention or discovery made by the Executive under this paragraph, the Company shall release such invention or discovery to the Executive within Sixty (60) days after the Executive's notice in writing is received by the Company requesting such release. If the Company determines that it does or may in the future have an interest in any such invention or discovery, such information will be communicated to the Executive within the 60-day period described above.

(iv) For purposes of this Section 6E, "Inventions" means inventions, discoveries, concepts and ideas, whether patentable or not, including, but not limited, to processes, methods, formula and techniques, as well as improvements thereof or know-how related thereto, concerning any present or prospective activities of the Company with which the Executive becomes acquainted as a result of his employment by the Company.

F. The Executive acknowledges that the agreements provided in this Section 6 were an inducement to the Company entering into this Agreement and that the remedy at law for breach of his covenants under this section 6 will be inadequate and, accordingly, in the event of any breach or threatened breach by the Executive of any provision of this Section 6, the Company shall be entitled, in addition to all other remedies, to an injunction restraining any such breach.

7. Termination.  The Company shall have the right to terminate this Agreement and the Executive's employment with the Company for cause. For purposes of this Agreement, the term "cause" shall mean:

A. Any breach of the Executive's obligations under this Agreement;

B. Fraud, theft or gross malfeasance on the part of the Executive, including, without limitation, conduct of a felonious or criminal nature, conduct involving moral turpitude, embezzlement or misappropriation of assets;

C. The habitual use of drugs or intoxicants to an extent that it impairs the Executive's ability to properly perform his duties;

D. Violation by the Executive of his obligations to the Company, including, without limitation, conduct which is inconsistent with the Executive's position and which results or is reasonably likely to result (in the opinion of the President of the Company) in an adverse effect (financial or otherwise) on the business or reputation of the Company or any of its subsidiaries, divisions, or affiliates;

E. The Executive's failure, refusal or neglect to perform his duties contemplated herein within a reasonable period under the circumstances after written notice from the General Manager, or the President of the Company, describing the alleged breach and offering the Executive a reasonable opportunity to cure same;

F. Repeated violation by the Executive of any of the written work rules or written policies of the Company after written notice of violation from the General Manager or the President of the Company;

G. Breach of standards adopted by the Company governing professional independence or conflicts of interest.

Copyright 1998 Steven M. Sack

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