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Employment—Non-Disparagement

Posted by Steven Ayr

Non-Disparagement. Member agrees that during his or her membership with the Company and during the one (1) year period following the later of (a) the termination of his or her membership with the Company for any reason, or (b) the date a court of competent jurisdiction enters an order enforcing this provision, he or she may not, directly or indirectly: (i) engage in any disparagement or vilification of any Company Party; (ii) make any false, negative, critical or disparaging statements, implied or expressed, concerning any Company Party, including with regard to management style, methods of doing business, the quality of products and services, role in the community, or treatment of employees; or (iii) do anything with an intent to damage the Employer's business reputation or goodwill. Notwithstanding the foregoing, nothing contained herein will bar any statements or allegations of Member in connection with any litigation to which Member is a party. . . .

Definition—Good Reason

Posted by Steven Ayr

For purposes of this Agreement “Good Reason” shall mean any of the following, without the employee’s consent: (i) a material diminution of the employee’s duties, responsibilities or authority [not often used, but complies with 409A: (or a material diminution in the authority, duties or responsibilities of the supervisor to whom the employee reports)]; (ii) a material reduction in the employee’s base salary; (iii) the relocation of the employee’s primary place of employment more than 35 miles from its location [as of the Effective Date] (unless the employee’s primary place of employment is less than 35 miles from his/her residence after such relocation); or (iv) a material breach by the Company of the Employment Agreement; provided, however, that “Good Reason” shall not be deemed to exist under subsections (i), (ii) or (iv) hereof, unless: (A) the employee provides the Company (or its successor, as applicable) with written notice that she/he intends to terminate his/her employment hereu . . .

Definition—Cause

Posted by Steven Ayr

For purposes of this Agreement, “Cause” shall mean a good faith finding by the Board of Directors that employee has engaged in or committed any of the following: (i) an act or omission with respect to the Company constituting willful misconduct or gross negligence and which caused material harm to the Company; (ii) the employee pleads “guilty” or “no contest” to, or is convicted of any felony or other criminal violation involving fraud, embezzlement or misappropriation; or (iii) employee repeatedly and materially fails or refuses to perform his material duties and responsibilities (except due to the employee’s death or Disability); provided, that “Cause” shall not be deemed to have occurred pursuant to subsection (iii) hereof, unless the employee (A) receives written notice from the Company specifying in reasonable detail the grounds giving rise to such termination, and (B) fails to cure such grounds to the Company’s reasonable satisfaction within 30 days after receipt of such written . . .

General—Balanced Indemnity

Posted by Steven Ayr

(a) Neither party assumes any liability to third persons with respect to any intentional or negligent act or omission of the other party or any employee, agent, or contractor of the other party, in the performance of this Contract. (b) Each party agrees to indemnify and hold the other party and its directors, officers, members, employees, and agents from and against all demands, claims, losses, damages, judgments, expenses and costs (including attorney fees) arising out of or relating to any and all personal injury or property losses arising out of or related to the performance of this contract; provided, however, that reasonable notice, authority and information to defend is given. And, provided that parties will have no such indemnification obligations to the extent that such demands, claims, losses, damages, judgments, expenses and costs are based on, or arise out of the other party’s willful or negligent acts or omissions. (c) Each party agrees to indemnify and . . .

Employment—Sales Commission - Direct Sales and Referrals

Posted by Steven Ayr

In addition to all other compensation paid under this Agreement, the Company will pay the Employee a commission (the “Commission”) on every sale of the Company's products or services that the Employee is primarily responsible for, that is made to a customer who was referred to the Company by the Employee, or otherwise introduced to the Company by the Employee (each, a “Commission-Eligible Sale”). Any determination as to whether a particular transaction is a Commission-Eligible Sale will be made in good faith by the Company in its sole discretion. For each Commission-Eligible Sale that is paid-in-full by a customer, the Employee will be entitled to a Commission in the amount of [COMMISSION PERCENTAGE] of the “Sale Price”. The Sale Price will be equal to the full amount paid to the Company by the customer, excluding any taxes, shipping and handling, and any other special charges paid by the customer. All payments of Commission to the Employee will be made bi-weekly as they are earned in . . .

Employment—Sales Commission - Direct Sales Only

Posted by Steven Ayr

In addition to all other compensation paid under this Agreement, the Company will pay the Employee a commission (the “Commission”) on every sale of the Company's products or services that the Employee is primarily responsible for (each, a “Commission-Eligible Sale”). Any determination as to whether a particular transaction is a Commission-Eligible Sale will be made in good faith by the Company in its sole discretion. For each Commission-Eligible Sale that is paid-in-full by a customer, the Employee will be entitled to a Commission in the amount of [COMMISSION PERCENTAGE] of the “Sale Price”. The Sale Price will be equal to the full amount paid to the Company by the customer, excluding any taxes, shipping and handling, and any other special charges paid by the customer. All payments of Commission to the Employee will be made bi-weekly as they are earned in accord with the Company's then-existing payroll procedures. . . .

Employment—Non-Competition

Posted by Steven Ayr

The Employee agrees that during his or her employment and during the one (1) year period following the later of (a) the termination of his or her employment with the Company for any reason (the “Non-Competition Period”), or (b) the date a court of competent jurisdiction enters an order enforcing this provision, the Employee may not engage in or carry on, in any way, directly or indirectly, in any place the Company does or may do business, either for himself or herself or as a member of a partnership or as a stockholder or investor or as an officer, director, employee, agent, representative, advisor or consultant of any entity (other than the Company), any business similar to or competing with business carried on by the Company, or its successors. The Employee further agrees that for one (1) year after termination of his or her employment with the Company for any reason whatsoever, he or she will provide written notice to the Company of the name and address of any other employer with w . . .

Employment—Non-Solicitation

Posted by Steven Ayr

The Employee agrees that during his or her employment and during the one (1) year period following the later of (a) the termination of his or her employment with the Company for any reason, or (b) the date a court of competent jurisdiction enters an order enforcing this provision, he or she may not, directly or indirectly: (i) call upon, solicit, advise or otherwise do or attempt to do business with any current or prospective clients, customers or accounts of the Company with whom the Employee had contact at any time during the course of their employment with the Company or whose identity the Employee learned as a result of their employment with the Company, for the purpose of selling goods or services to such entities in competition with the Company; (ii) take away, interfere or attempt to interfere with any custom, trade, business or patronage of the Company; (iii) interfere with or attempt to interfere with any officers, employees, representatives, advisors, consultants, vendors or . . .

General—Indemnity

Forked from General—Indemnity posted by Joel G. Kinney

Party agrees to fully defend, indemnify, and hold Party 2 (or its agents, successors, or assigns) harmless, including payment of all costs of defense, any judgment, fines or penalties, and any attorney’s fees or other costs imposed by a court, agency, or under a settlement agreement, against liability of any kind arising out of the performance of this Agreement or as a result of other dealings between the parties. . . .

General—Intellectual Property - Transfer

Posted by Steven Ayr

The Parties agree that all intellectual property and all intellectual property rights therein, whether in copyright, trademark, patent, trade secret, or otherwise (collectively, “Intellectual Property Rights”), created under this Agreement will be deemed a work-made-for-hire to the fullest extent possible and that, to the extent any individual work does not qualify as a work-made-for-hire, the Party 1 agrees to assign any and all Intellectual Property Rights to the Party 2. For the purposes of this Agreement, Intellectual Property means any and all intellectual property and tangible embodiments thereof, including without limitation inventions, discoveries, designs, specifications, developments, methods, modifications, improvements, processes, know-how, techniques, algorithms, databases, computer software and code, mask works, formulae, techniques, graphics or images, text, audio or visual works, materials that document design or design processes, or that document research or testing, s . . .