At-Will Employment Agreement

This At-Will Employment Agreement is made on [AGREEMENT DATE] (the "Effective Date") between [PARTY A NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS]] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at] [PARTY B ADDRESS]] (the "[PARTY B ABBREVIATION]").

(The capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS].)

Employment Agreement

This Employment Agreement is made on [AGREEMENT DATE] (the "Effective Date") between [PARTY A NAME][, a [CORPORATE JURISDICTION] corporation], with its principal place of business at [PARTY A  ADDRESS] (the "Company") and [PARTY B NAME], whose principal place of residence is at [PARTY B ADDRESS] (the "Employee").

(The capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS]).

Executive Employment Agreement

This Executive Employment Agreement is made on [AGREEMENT DATE] (the "Effective Date") between [PARTY A NAME][, a [CORPORATE JURISDICTION] corporation], with its principal place of business at [PARTY A  ADDRESS] (the "Company") and [PARTY B NAME], whose principal place of residence is at [PARTY B ADDRESS] (the "Executive").

(The capitalized terms used in this agreement, in addition to those above, are defined in section [DEFINITIONS]).

Offer and Acceptance of At-Will Employment

Offer[PARTY A] hereby offers [PARTY B] at-will employment in the position of [PARTY A]'s [TITLE OF POSITION].

Acceptance. [PARTY B] hereby accepts [PARTY A]'s offer of at-will employment in the position of [PARTY A]'s [TITLE OF POSITION].

Offer and Acceptance of Employment

Offer[PARTY A] hereby offers [PARTY B] employment in the position of [PARTY A]'s [TITLE OF POSITION].

Acceptance. [PARTY B] hereby accepts [PARTY A]'s offer of employment in the position of [PARTY A]'s [TITLE OF POSITION].

Offer and Acceptance of Employment

Offer[PARTY A] hereby offers [PARTY B] employment in the position of [PARTY A]'s [TITLE OF EXECUTIVE POSITION].

Acceptance. [PARTY B] hereby accepts [PARTY A]'s offer of employment in the position of [PARTY A]'s [TITLE OF EXECUTIVE POSITION].

Employment Terms

Employment Services. [PARTY B] shall provide [PARTY A] with the services and responsibilities commensurate with his or her position as [TITLE OF EMPLOYEE], those determined and assigned by [PARTY A], by [PARTY A]'s [SUPERVISOR OF EMPLOYEE], (the "[DELIVERABLE]") including

[INCLUDE ENUMERATED LIST OF EMPLOYEES'S DUTIES] 

[PARTY B]'s Compliance with [PARTY A] Policy. [PARTY B] shall use reasonable efforts to comply with all of [PARTY A]'s bylaws, policies, and other corporate documentation.

At-Will Employment. [PARTY B]'s employment with [PARTY A] is and will continue to be "At-Will", as defined under applicable Law.

Terms of Employment

Employment Services. [PARTY B] shall perform the services and responsibilities commensurate with his or her position as [TITLE OF EMPLOYEE], those determined and assigned by [PARTY A], by [PARTY A]'s [SUPERVISOR OF EMPLOYEE] (the "[DELIVERABLE]"), including

[INCLUDE ENUMERATED LIST OF EMPLOYEES'S DUTIES] 

[PARTY B]'s Compliance with [PARTY A] Policy. [PARTY B] shall use reasonable efforts to comply with all of [PARTY A]'s bylaws, policies, and other corporate documentation.

Terms of Employment

[PARTY B]'s Duties and Services[PARTY B] shall perform the duties and services commensurate with his or her position as [TITLE OF EXECUTIVE POSITION], and those assigned by [PARTY A]'s [chief executive officer][, [OTHER SUPERVISOR OF EXECUTIVE],] or [PARTY A]'s Board (the "[DELIVERABLE]"), including

[INCLUDE DETAILED LIST OF EXECUTIVE'S DUTIES] 

[PARTY B]'s Authority. [PARTY B] will have the authority commensurate with his or her position as [TITLE OF EXECUTIVE POSITION].

[PARTY B]'s Supervisor. [PARTY B] shall report to [PARTY A]'s [chief executive officer][, [OTHER SUPERVISOR OF EXECUTIVE],] [and [PARTY A]'s Board].

[Transfer of [PARTY B][PARTY A]'s [chief executive officer][, [OTHER SUPERVISOR OF EXECUTIVE],] [and [PARTY A]'s Board] may transfer [PARTY B] to another management position.]

Performance of [PARTY B]'s Duties

Full Time and Reasonable Efforts. Subject to paragraph [CONFLICTING OR INTERFERING ACTIVITIES] directly below, [PARTY B] shall devote his/her reasonable efforts and substantially all his/her productive time and attention during normal working hours to the performance of his/her duties as [PARTY A]'s [TITLE OF EXECUTIVE POSITION].

Conflicting or Interfering ActivitiesSubject to section [NON-COMPETITION], and to the extent none of the following activities materially interfere with [PARTY B]'s performance of his or her employment duties (unless [PARTY A] waives the material interference), [PARTY B] may

expend reasonable amounts of time in charitable, educational, professional, trade, and civic activities,

accept appointment to or continue to serve on any board or as a trustee of any charitable, educational, professional, trade, and civic organization

[accept appointment to or continue to serve on the board of director of any business corporation,] and

manage his or her personal investments and affairs.

Place of [PARTY B]'s Performance

Primary Place of Performance. [PARTY B]'s principal place of employment will be [PARTY A]'s[ principal executive office], currently located in [CITY, STATE, COUNTRY (IF APPLICABLE)].

Travel Required. As reasonably requested by [PARTY A], [PARTY B] shall travel as required to fulfill its duties as [PARTY A]'s [TITLE OF EXECUTIVE POSITION] under this agreement. 

[PARTY B]'s Compliance with [PARTY A] Policy. [PARTY B] shall use reasonable efforts to comply with all of [PARTY A]'s bylaws, policies, and other corporate documentation.

Compensation

Payment of Compensation [PARTY A] shall pay [PARTY B] the Base Salary

in installments of $[SALARY INSTALLMENT AMOUNT] in immediately available funds, 

paid every [PAYMENT PERIOD],

due within [14] Business Days' of the end of the applicable payment period,

according to [PARTY A]'s standard accounting and compensation practices and policies, and 

to the account [PARTY A] lists immediately below:

Account Number:

Routing Number:

Adjustments. [PARTY A] may increase[ or decrease] the Base Salary on one or more occasions.

Compensation

Base Salary. [PARTY A] shall pay the Base Salary

in installments of $[SALARY INSTALLMENT AMOUNT] of immediately available funds, 

paid every [PAYMENT PERIOD],

due within [14] Business Days' of the end of the applicable payment period,

according to [PARTY A]'s standard accounting and compensation practices and policies, and

to the account [PARTY A] lists immediately below:

Account Number:

Routing Number:

Annual Bonuses

Eligibility. [PARTY A] may pay [PARTY B] an annual bonus, as determined in [PARTY A]'s discretion.

Bonus Amount. [PARTY B] shall determine the performance goals for, the amount, if any, of, and any other conditions relating to, the bonus.

Bonus Payment. [PARTY B] shall pay any bonus in one lump sum, subject to deductions and withholdings, during the year immediately following the year to which it relates.

Compensation

Payment of Base Salary. [PARTY A] shall pay the Base Salary

in installments of $[SALARY INSTALLMENT AMOUNT] in immediately available funds, 

paid every [PAYMENT PERIOD],

due within [14] Business Days' of the end of the applicable payment period,

according to [PARTY A]'s standard accounting and compensation practices and policies, and 

to the account [PARTY A] lists immediately below:

Account Number:

Routing Number:

Adjustments. [PARTY A] may increase[ or decrease] the Base Salary.

Signing Bonus. [PARTY A] shall pay [PARTY B] a signing bonus of $[SIGNING BONUS AMOUNT] upon the signature of this agreement.

Annual Bonuses

Eligibility. [PARTY A] may pay [PARTY B] an annual bonus, as determined in [PARTY A]'s discretion.

Bonus Amount. [PARTY B] shall determine the performance goals for, the amount, if any, of, and any other conditions relating to, the bonus.

Bonus Payment. [PARTY B] shall pay any bonus in one lump sum, subject to deductions and withholdings, during the year immediately following the year to which it relates.

Benefits

Employee and Fringe Benefits. [PARTY B] will be entitled to participate in [PARTY A]'s employee benefit plans, fringe benefit plans, programs, and policies generally available to [PARTY A]'s similarly situated employees, subject to any restrictions specified in such plans, programs, and policies then in effect.

Payment of Premiums[PARTY A] shall pay all premiums under its group insurance plans (including medical, dental, and vision) for [PARTY B] and his or her dependents, including (if applicable) COBRA payments resulting from [PARTY B]'s coverage under a previous employer's plans. 

Employee and Fringe Benefits

Employee and Fringe Benefits. [PARTY B] will be entitled to participate in [PARTY A]'s standard employee benefit plans, fringe benefit plans, programs, and policies generally available to [PARTY A]'s other senior executives at [PARTY B]'s level of seniority, subject to any restrictions specified in such plans, programs, and policies then in effect.

Payment of Premiums[PARTY A] shall pay all premiums under its group insurance plans (including medical, dental, and vision) for [PARTY B] and his or her dependents, including (if applicable) COBRA payments resulting from [PARTY B]'s coverage under a previous employer's plans. 

Expenses

Reimbursement of Expenses. [PARTY A] shall reimburse [PARTY B] for all reasonable and necessary expenses [PARTY B] incurs in connection with this agreement.

Receipts and Records. [PARTY B] shall keep receipts or other records of its expenses to submit to [PARTY A] for reimbursement of its expenses.

Expense Invoices

Invoice Each Pay Period. [PARTY B] shall invoice [PARTY A] each [PAY PERIOD] for reimbursement of [PARTY B]'s expenses.

Invoice Contents. [PARTY B] shall include with each invoice

an invoice number,

the receipts or other records reasonably detailing each expense in the invoice,

the routing and account number necessary for [PARTY A] to make the payment.

Payment of Invoices[PARTY A] shall reimburse [PARTY B] within 10 Business Days' of receiving each invoice in immediately available funds to the account [PARTY B] specifies above.

Interest on Late Reimbursement. [PARTY A] will pay interest on any Late Reimbursement at a rate of 1% per month (12.68% annually) or the maximum allowed by law, whichever is less.

Expenses

Reimburse Pre-Approved Expenses. [PARTY A] shall reimburse [PARTY B] for all reasonable and necessary expenses [PARTY B] incurs in connection with this agreement and that [PARTY A] pre-approves in writing.

Receipts and Records. [PARTY B] shall keep receipts or other records of its expenses to submit to [PARTY A] for reimbursement of its expenses.

Expense Invoices

Invoice Each Pay Period. [PARTY B] shall invoice [PARTY A] each [PAY PERIOD] for reimbursement of [PARTY B]'s expenses.

Invoice Contents. [PARTY B] shall include with each invoice

an invoice number,

the receipts or other records reasonably detailing each expense in the invoice,

the routing and account number necessary for [PARTY A] to make the payment.

Payment of Invoices. [PARTY A] shall reimburse [PARTY B] within 10 Business Days' of receiving each invoice in immediately available funds to the account [PARTY B] specifies above.

Expenses

Reimbursement of Expenses. [PARTY A] shall reimburse [PARTY B] for all reasonable and necessary expenses [PARTY B] incurs in connection with this agreement.

Receipts and Records. [PARTY B] shall keep all receipts and other records of its expenses.

Expense Invoices

Invoice Each Pay Period. [PARTY B] shall invoice [PARTY A] each [PAY PERIOD] for reimbursement of [PARTY B]'s expenses.

Invoice Contents. [PARTY B] shall include with each invoice

an invoice number,

the receipts or other records reasonably detailing each expense in the invoice,

the routing and account number necessary for [PARTY A] to make the payment.

Payment of Invoices[PARTY A] shall reimburse [PARTY B] within 10 Business Days' of receiving each invoice in immediately available funds to the account [PARTY B] specifies above.

Tax Withholding[PARTY A] may withhold Taxes from any amounts it pays to [PARTY B] under this agreement, including federal, state and local Taxes as may be required to be withheld under any applicable Law.

Term. This agreement will commence on [the Effective Date / [DATE, MONTH]], and will continue for [TERM MONTHS] months unless terminated earlier (the "Term").

Term. This agreement begins on [the Effective Date / [DATE, MONTH]], and will continue until terminated (the "Term").

Term. This agreement begins on [the Effective Date] and will continue until [CONDITION / EVENT / FULFILLMENT OF ORDER / COMPLETION OF SERVICES], unless terminated earlier (the "Term").

Term

Initial Term. The initial term of this agreement begins on [the Effective Date] and will continue for [TERM YEARS] years, unless terminated earlier (the "Initial Term").

Renewal Term by Notice. [PARTY B] may renew this agreement for successive renewal terms of [RENEWAL YEARS] length ("Renewal Terms"), unless terminated earlier, by giving [PARTY A] notice of the intent to renew this agreement, at least [RENEWAL NOTICE DAYS] Business Days before the end of the Current Term.

Term Definition. "Term" means either the Initial Term or the then-current Renewal Term.

Term

Initial Term. The initial term of this agreement will begin on [the Effective Date] and continue for [TERM MONTHS] months, unless terminated earlier (the "Initial Term").

Automatic RenewalSubject to paragraph [ELECTION NOT TO RENEW], at the end of each Term this agreement will automatically renew for a renewal term of [RENEWAL TERM MONTHS] months, unless terminated earlier ("Renewal Term").

Election Not to Renew. Either party may elect not to renew this agreement, by providing notice to the other party at least [NON-RENEWAL NOTICE PERIOD] Business Days' before the end of the Term.

Term Definition. "Term" means either the Initial Term or the then-current Renewal Term.

Ownership of Intellectual Property

Disclosure to [PARTY A]. [PARTY B] shall promptly disclose to [PARTY A] any significant conceptions and ideas for inventions, improvements, and valuable discoveries [PARTY B] conceives of or develops 

solely or jointly with another Person,

during the Term and within one year after its expiration or termination,

that are directly related to [PARTY A]'s business or activities or that [PARTY B] conceives as a result of his employment by [PARTY A], and

regardless whether subject to copyright or patentable and regardless of whether or not such ideas, inventions, or improvements qualify as "work made for hire" (the "[PARTY B] Inventions").

Assignment to [PARTY A]. [PARTY B] hereby agrees to assign to [PARTY A], and hereby assigns to [PARTY A], all of his or her interests and rights in or to any [PARTY B] Inventions.

Help Register Intellectual Property. On [PARTY A]'s reasonable request, [PARTY B] shall execute any and all applications, assignments, or other instruments that [PARTY B] deems necessary to apply for and obtain Intellectual Property registrations from the United States Patent and Trademark Office, United States Copyright Office, or any foreign equivalents, for [PARTY B] Inventions.

Release of [PARTY A]. [PARTY B] will not assert any rights in connection with [PARTY B] Inventions against [PARTY A] or any third party.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement

the disclosing party consents to in writing, or

required by Law.

Notice. A receiving party shall notify the disclosing party if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. A receiving party may disclose Confidential Information to its Representatives

if and to the extent that the disclosing party consents in writing to such disclosure, or

to the receiving party's officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. The receiving party may disclose Confidential Information if it is required to do so by Law but only if the receiving party

gives the disclosing party Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with the disclosing party in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, the receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. The receiving party will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. A receiving party may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. The receiving party will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without the disclosing party's written consent.

Non-Disclosure of Agreement. Neither party will disclose the terms or existence of this agreement to any third party, unless the other party gives written consent to the disclosure.

Confidentiality Obligations. The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties, dated [DATE] and attached to this agreement on [ATTACHMENT].

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure. [PARTY B] may not disclose Confidential Information[, the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement,

[PARTY A] consents in writing, or

required by Law.

Notice. [PARTY B] shall notify [PARTY A] if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose], except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. [PARTY B] may disclose Confidential Information to its Representatives

if and to the extent that [PARTY A] consents in writing to such disclosure, or

to the [PARTY B]'s officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. [PARTY B] may disclose Confidential Information if it is required to do so by Law but only if [PARTY B]

gives [PARTY A] Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with [PARTY A] in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, [PARTY B] shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. [PARTY B] will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. [PARTY B] may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. [PARTY B] will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without [PARTY A]'s written consent.

At-Will Termination. Either party may terminate this agreement with immediate effect by delivering notice to the other party.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] Business Days’ notice to the other party.

Termination for Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach.

Termination

[PARTY A]'s Termination For Cause. [PARTY A] may terminate this agreement with immediate effect for Cause, by delivering notice of the termination to the other party.

[PARTY A]'s Termination Without Cause. [PARTY B] may terminate [PARTY B]'s employment without Cause, by giving [PARTY B] at least 90 Business Days' notice.

[PARTY B]'s Termination For Good Reason. [PARTY B] may terminate this agreement for Good Reason, effective within 90 days of the date [PARTY B] first had actual knowledge of the first event or condition [PARTY B] believes is Good Cause, if

it delivers to [PARTY A] written notice specifically describing the events or conditions [PARTY B] is relying on to satisfy the requirements of Good Reason, and

as of the 30th day following the date notice is delivered to [PARTY A], it has not corrected such events or conditions in all material respects.

[PARTY B]'s Termination Without Good Reason

During First Year of Agreement. Through the first anniversary of the Effective Date of this agreement, [PARTY B] may terminate this agreement without Good Reason, by giving [PARTY A] at least six months' notice.

After First Year of Agreement. After the first anniversary of the Effective Date of this agreement, [PARTY B] may terminate this agreement without Good Reason, by giving [PARTY A] at least three months' notice.

Cooperation. In the event [PARTY B] terminates this agreement without Good Reason, following such notice of termination of employment, [PARTY B] shall cooperate with [PARTY A] in good faith and to the fullest extent possible during the notice period in the transition of his duties and responsibilities to such other officer as [PARTY A] may designate on [PARTY A]'s reasonable request.

Termination on Death. This agreement will automatically terminate on the date of [PARTY B]'s death.

Termination on Disability. If [PARTY B] becomes Disabled, either party may terminate this agreement with immediate effect, by delivering notice of the termination to the other party.

Termination for Change in Control. If there is a Change in Control, either party may terminate this agreement on [NOTICE PERIOD] Business Days' notice to the other party.

Definitions

Cause

Cause Definition"Cause" means, for purposes of this agreement, any of the following:

[PARTY B]'s conviction for any felony or other serious crimes;

[PARTY B]'s material breach of any of the terms of the agreement or any other written agreement or material [PARTY A] policy to which [PARTY B] and [PARTY A] are parties or are bound, if such breach is willful and continues for a period of [CURE PERIOD] days after written notice of the breach to [PARTY B];

[PARTY B]'s wrongful misappropriation of any of [PARTY A]'s, or [PARTY A]'s clients', money, assets, or other property;

[PARTY B]'s willful actions or omissions which subject either party to censure by the Securities and Exchange Commission as described in and pursuant to Section 203(e) or 203(f) of the Investment Advisers Act of 1940 or Section 9(b) of the Investment Company Act of 1940, or to censure by a state securities administrator pursuant to applicable state securities Laws;

[PARTY B]'s commission of fraud or gross moral turpitude; or

[PARTY B]'s continued willful failure to substantially perform its duties under this agreement after receipt of written notice thereof and an opportunity to so perform.

Cause Determination

Vote. Cause will be determined by the affirmative vote of at least 75% of the members of the Board (excluding [PARTY B], if it is a Board member, and excluding any member of the Board involved in events leading to the Board's consideration of terminating [PARTY B] for Cause).

Notice and Opportunity to Appear. [PARTY A] shall give [PARTY B],

 30 Business Days' written notice of the Board meeting at which Cause shall be decided (which notice shall be deemed to be notice of the existence of Cause if Cause is then found to exist by the Board), and

 opportunity, prior to the vote on Cause, to appear before the Board, with or without counsel at [PARTY B]'s election, to present arguments on its behalf.

Contents of Notice and Notice Period. The notice to [PARTY B] of the Board meeting will include a description of the specific reasons for such consideration of Cause. During the notice period described herein, [PARTY A] will not be prevented or delayed in its ability to enforce any restrictive covenants or obligations in this agreement.

Disabled

Disabled Definition. "Disabled" means, for purposes of this agreement, that [PARTY B] has any medically-determinable physical or mental impairment that has lasted for a period of at least six-months of any 12-month period, and that renders [PARTY B] unable to perform its essential functions required under the agreement.

Disabled Determination. Determination that [PARTY B] is disabled will be made by written certification from a physician mutually selected by the parties; provided that if the parties cannot agree on appointing such physician, the determination will be made by a panel of physicians consisting of one physician selected by [PARTY A], one physician selected by [PARTY B], and a third physician jointly selected by those two physicians. 

Good Reason Definition. "Good Reason" includes, for the purposes of this agreement

any material breach by [PARTY A] of this agreement (including any reduction in the Base Salary);

any material adverse change in [PARTY B]'s status, position, or responsibilities, including a change in its reporting relationship (including, to the extent [PARTY B] reports to the Board, such a change that results in it no longer reporting to the Board) or if [PARTY A] becomes a wholly-owned subsidiary of another company, [PARTY B] serves only as an officer of the subsidiary company;

assignment of duties to [PARTY B] that are materially inconsistent with its position and responsibilities described in this agreement;

[PARTY A]'s failure to assign this agreement to a successor, or failure of any such successor to explicitly assume and agree to be bound by this agreement; or

[PARTY A] requiring [PARTY B] to be principally based at any office or location more than [40] miles from [PARTY A]'s current offices in [CITY, STATE].

Willful Definition. For purposes of this section [TERMINATION], [PARTY B]'s act or failure to act will not be considered willful if it is done, or omitted to be done,  in good faith and with a reasonable belief that the action or omission was in [PARTY A]'s best interests.

Effect of Termination

Termination of Obligations. Subject to paragraph [PAYMENT OBLIGATIONS], on termination or expiration of this agreement, each party's rights and obligations under this agreement will cease immediately.

Payment Obligations. Even after termination or expiration of this agreement, each party shall

pay any amounts it owes to the other party, including payment obligations for services already rendered, work already performed, goods already delivered, or expenses already incurred, and

refund any payments received but not yet earned, including payments for services not rendered, work not performed, or goods not delivered, expenses forwarded.

No Further Liability. On termination or expiration of this agreement, neither party will be liable to the other party, except for liability

that arose before the termination or expiration of this agreement, or

arising after the termination or expiration of this agreement and in connection with sections [[CONFIDENTIALITY], [TAXES], or [TERMINATION]].

Effect of Termination

Termination of Obligations. Subject to paragraph [PAYMENT OBLIGATIONS], on the expiration or termination of this agreement, each party's rights and obligations under this agreement will cease immediately.

Payment Obligations. On the expiration or termination of this agreement, each party shall

pay any amounts it owes to the other party, including payment obligations for services already rendered, work already performed, goods already delivered, or expenses already incurred, and

refund any payments received but not yet earned, including payments for services not rendered, work not performed, or goods not delivered, expenses forwarded.

No Duty to Mitigate

No Obligation to Seek Other Employment. [PARTY B] will not be obligated to seek other employment or take any other action to mitigate the amounts [PARTY A] owes him or her under any of the provisions of this agreement.

No Reduction in Amount Owed. [PARTY A]'s obligations to pay [PARTY B] will not be reduced, whether or not [PARTY B] obtains other valuable employment. 

Return of Property

[PARTY A] Property. Within a reasonable time following the expiration or termination of this agreement, [PARTY B] shall deliver to [PARTY A] any Confidential Information, software, devices, cell phones, personal data assistants, credit cards, data, reports, proposals, lists, correspondence, materials, equipment, computers, hard drives, papers, books, records, documents, memoranda, manuals, e-mail, electronic or magnetic recordings, and data, including all copies of such materials, which belong to [PARTY A] or relate to its business, and which are in [PARTY B]'s possession, custody, or control, whether prepared by [PARTY B] or others.

Later Discovery of Confidential Information. If after termination of this agreement, [PARTY B] determines that it has any Confidential Information in the its possession or control, [PARTY B] shall immediately return to [PARTY A] all that Confidential Information, including all copies and portions of that Confidential Information.

Definitions 

"Base Salary" is defined in section [COMPENSATION].

"Effective Date" is defined in the introduction to this agreement.

"Governmental Authority" means 

(a) any federal, state, local, or foreign government, and any political subdivision of any of them, 

(b) any agency or instrumentality of any such government or political subdivision, 

(c) any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), or 

(d) any arbitrator, court or tribunal of competent jurisdiction.

"Law" means 

(a) any law (including the common law), statute, bylaw, rule, regulation, order, ordinance, treaty, decree, judgment, and 

(b) any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.

"Legal Proceeding" means any claim, investigation, hearing, legal action, or other legal, administrative, arbitral, or similar proceeding, whether civil or criminal (including any appeal or review of any of the foregoing).

"Taxes" includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.

"Term" is defined in section [TERM].

Definitions 

"Action" means any legal or administrative claim, suit, action, complaint, charge, grievance, arbitration, audit, investigation, inquiry, or other proceeding.

"Affiliate" of any Person means, at the time the determination is made, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with that Person.

"Base Salary" is defined in section [COMPENSATION].

"Business Day" means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in New York, New York are not open for business.

"Effective Date" is defined in the introduction to this agreement.

["[Employee] Inventions" is defined in section [OWNERSHIP OF INTELLECTUAL PROPERTY].]

"Governmental Authority" means

(a) any federal, state, local, or foreign government, and any political subdivision of any of them,

(b) any agency or instrumentality of any such government or political subdivision,

(c) any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or Orders have the force of law), or

(d) any arbitrator, court or tribunal of competent jurisdiction.

["Intellectual Property" means any and all of the following in any jurisdiction throughout the world

(a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing,

(b) copyrights, including all applications and registrations related to the foregoing,

(c) trade secrets and confidential know-how,

(d) patents and patent applications,

(e) websites and internet domain name registrations, and

(f) other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing).] 

"Law" means

(a) any law (including the common law), statute, by-law, rule, regulation, Order, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, policy, or other requirement of any Governmental Authority having the force of law.

["Non-Competition Period" is defined in section [NON-COMPETITION].]

["Non-Solicitation Period" is defined in section [NON-SOLICITATION].]

"Order" means any decision, order, judgment, award, or similar order of any court of competent jurisdiction, arbitration panel, or Governmental Authority having jurisdiction over the subject matter, whether preliminary or final.

"Person" includes

(a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and

(b) any individual.

["Restricted Activity" is defined in section [NON-COMPETITION].]

["Restricted Business" is defined in section [NON-COMPETITION].]

["Restricted Territory" is defined in section [NON-COMPETITION].]

"Taxes" includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by law, contract or otherwise.

"Term" is defined in section [TERM].

Definitions 

"Accrued Obligations" is defined in section [EFFECT OF TERMINATION].

"Action" means any legal or administrative claim, suit, action, complaint, charge, grievance, arbitration, audit, investigation, inquiry, or other proceeding.

"Affiliate" of any Person means, at the time the determination is made, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with that Person.

"Base Salary" is defined in section [EXECUTIVE COMPENSATION].

"Board" means [PARTY A]'s board of directors.

"Business Day" means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in New York, New York are not open for business.

"Cause" is defined in section [TERMINATION].

"Change in Control" A "Change in Control" will be deemed to occur on the earliest of

(a) any Person becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, of securities of [PARTY A] representing more than 50% of the total voting power represented by [PARTY A]'s then-outstanding voting securities,

(b) the consummation of [PARTY A]'s sale or disposition of all or substantially all of its assets,

(c) the consummation of a merger or consolidation of [PARTY A] with or into any other entity, other than a merger or consolidation which would result in the voting securities of [PARTY A] outstanding immediately prior to the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than 50% of the total voting power represented by [PARTY A]'s voting securities, such surviving entity, or its parent outstanding immediately after the merger or consolidation,

(d) if Persons who are members of [PARTY A]'s Board at the time [PARTY B]'s employment with [PARTY A] began cease for any reason to constitute at least a majority of the members of the board over a 12 month period; provided, however, that if the appointment or election (or nomination for election) of any new board member was approved or recommended by a majority vote of the members of [PARTY A]'s Board  in position at the time [PARTY B]'s employment with [PARTY A] began then still in office, such new board member will, for purposes of this agreement, be considered as a member of [PARTY A]'s board of directors at the time [PARTY B]'s employment with [PARTY A] began, but not

(e) if the event or transaction's sole purpose is to change the state of [PARTY A]'s  incorporation or to create a holding company that will be owned in substantially the same proportions by the Persons who held [PARTY A]'s securities immediately before such event or transaction.

"Code" means the Internal Revenue Code of 1986, as amended.

"Code of Ethics" is defined in section [CODE OF ETHICS].

"Date of Termination" is defined in section [EFFECT OF TERMINATION].

"Disabled" is defined in section [TERMINATION].

"Effective Date" is defined in the introduction to this agreement.

"[Executive] Inventions" is defined in section [OWNERSHIP OF INTELLECTUAL PROPERTY].

"Good Reason" is defined in section [TERMINATION].

"Governmental Authority" means

(a) any federal, state, local, or foreign government, and any political subdivision of any of them,

(b) any agency or instrumentality of any such government or political subdivision,

(c) any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or Orders have the force of law), or

(d) any arbitrator, court or tribunal of competent jurisdiction.

"Intellectual Property" means any and all of the following in any jurisdiction throughout the world

(a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing,

(b) copyrights, including all applications and registrations related to the foregoing,

(c) trade secrets and confidential know-how,

(d) patents and patent applications,

(e) websites and internet domain name registrations, and

(f) other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing). 

"Law" means

(a) any law (including the common law), statute, by-law, rule, regulation, Order, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, policy, or other requirement of any Governmental Authority having the force of law.

"Non-Competition Period" is defined in section [NON-COMPETITION].

"Non-Solicitation Period" is defined in section [NON-SOLICITATION].

"Order" means any decision, order, judgment, award, or similar order of any court of competent jurisdiction, arbitration panel, or Governmental Authority having jurisdiction over the subject matter, whether preliminary or final.

"Permits" means all material licenses, franchises, permits, certificates, approvals, and authorizations, from Governmental Authorities necessary for the ownership and operation of the party's business.

"Person" includes

(a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and

(b) any individual.

"Restricted Activity" is defined in section [NON-COMPETITION].

"Restricted Business" is defined in section [NON-COMPETITION].

"Restricted Territory" is defined in section [NON-COMPETITION].

"Severance Benefits" is defined in section [EFFECT OF TERMINATION].

"Severance Compensation" is defined in section [EFFECT OF TERMINATION].

"Subsidiaries" means any legal entity of which

(a) more than 50% of the outstanding voting securities or equity interests are directly or indirectly owned by a party, or

(b) such party or any Subsidiary of such party is a general partner (excluding partnerships in which such party or any Subsidiary of such party does not have a majority of the voting interests in such partnership).

"Taxes" includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by law, contract or otherwise.

"Term" is defined in section [TERM].

"Willful" is defined in section [TERMINATION].

"Work Product" is defined in section [INTELLECTUAL PROPERTY AND WORK PRODUCT].

General Provisions

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts. This agreement

may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Counterparts

Signed in Counterparts. This agreement may be signed in any number of counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one single document.

Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

Amendment. This agreement can be amended only by a writing signed by both parties.

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL].

Reformation. The parties hereby acknowledge their mutual intent that if any court or arbitrator determines that any covenant or obligation of this agreement is excessive in duration or scope, unreasonable, or unenforceable under the Laws of that state, that the court or arbitrator should modify or amended that covenant or obligation to render it enforceable to the maximum extent permitted under the Laws of that state. 

Assignment and Successors

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Successors. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party's written consent.

Assignment

[PARTY B] Requires [PARTY A]'s Consent. [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s written consent.

[PARTY A] May Give Notice to Assign. [PARTY A] may assign this agreement or any of its rights or obligations under this agreement, by giving [PARTY B] notice.

Assignment. [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s prior written consent. [PARTY A] may assign this agreement or any of its rights and obligations under this agreement, effective upon Notice to [PARTY B],

to any subsidiary or affiliate, or

in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of [PARTY A]'s obligations.

Acknowledgement of Terms. Each party acknowledges that they

have read this agreement,

understand the terms of this agreement,

have had the opportunity to consult[ and has consulted] with independent legal counsel in connection with this agreement, and

have signed this agreement voluntarily.

1. Acknowledgement of Contract Terms. Before signing this agreement, the [PARTY B]

(a) has been given[ a reasonable opportunity / the opportunity, for no less than [21] days,] to consider its terms,

(b) has carefully read and fully understands all its terms,

(c) has been advised by the [PARTY A], and has been given ample opportunity, to consult with an attorney of his or her choosing regarding this agreement, and

(d) knowingly and voluntarily agrees to all of the terms of this agreement, without any duress, coercion, or undue influence by the [PARTY A], its representatives, or any other Person, and agrees to be legally bound by those terms.

Acknowledgement of Contract Terms. Before signing this agreement, [PARTY B]

has been given[ a reasonable opportunity / the opportunity, for no less than [21] days,] to consider its terms,

has carefully read and fully understands all its terms,

has been advised by [PARTY A], and has been given ample opportunity, to consult with an attorney of his or her choosing regarding this agreement, and

knowingly and voluntarily agrees to all of the terms of this agreement, without any duress, coercion, or undue influence by [PARTY A], its representatives, or any other Person, and agrees to be legally bound by those terms. 

Advice of Counsel. [PARTY A] has advised [PARTY B] to review this agreement with an attorney of its choosing before signing this agreement, and [PARTY B] has had a reasonable period of time to do so.

Acknowledgement of Contract Terms. [PARTY B] acknowledges that it

has read this agreement,

understands its terms,

has had the opportunity to consult[ and has consulted] with independent legal counsel, and

has signed this agreement voluntarily.

Notices

Method of Notice. The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][, or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given under this agreement will be effective on

the other party's receipt of it, or

if mailed, the earlier of the other party's receipt of it and the [fifth] business day after mailing it. 

Waiver

Affirmative Waivers. Neither party's failure or neglect to enforce any rights under this agreement will be deemed to be a waiver of that party's rights.

Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.

No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by the laws of the State of [GOVERNING LAW STATE].

Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue of any [state or federal] court located within [VENUE COUNTY] County, State of [VENUE STATE], in connection with any matter arising out of this [agreement / plan] or the transactions contemplated under this [agreement / plan].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE], and 

waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].

Interpretation. Each party has had adequate opportunity to review this agreement. Any interpretation of this agreement shall be made without regard to authorship or negotiation.

Interpretation

References to Specific Terms

Accounting Principles. Unless otherwise specified, where the character or amount of any asset or liability, item of revenue, or expense is required to be determined, or any consolidation or other accounting computation is required to be made, that determination or calculation will be made in accordance with the generally accepted accounting principles defined by the professional accounting industry in effect in the United States ("GAAP").

Currency. Unless otherwise specified, all dollar amounts expressed in this agreement refer to American currency.

"Including." Where this agreement uses the word "including," it means "including without limitation," and where it uses the word "includes," it means "includes without limitation."

"Knowledge." Where any representation, warranty, or other statement in this agreement, or in any other document entered into or delivered under this agreement,] is expressed by a party to be "to its knowledge," or is otherwise expressed to be limited in scope to facts or matters known to the party or of which the party is aware, it means:

the then-current, actual knowledge of the directors and officers of that party, and

the knowledge that would or should have come to the attention of any of them had they investigated the facts related to that statement and made reasonable inquiries of other individuals reasonably likely to have knowledge of facts related to that statement.

Statutes, etc. Unless specified otherwise, any reference in this agreement to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.

Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.

Headings. The headings used in this agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.

Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.

Calculation of Time. In this agreement, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. [TIME ZONE] Time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. [TIME ZONE] Time on the next Business Day.

Construction of Terms. The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.

Conflict of Terms. If there is any inconsistency between the terms of this agreement and those in any schedule to this agreement or in any document entered into under this agreement, the terms of [this agreement/[SPECIFIED AGREEMENTS]] will prevail. The parties shall take all necessary steps to conform the inconsistent terms to the terms of [this agreement / [SPECIFIED AGREEMENTS].

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator will not have the power to award any punitive [or consequential] damages.

Appointment of Arbitrators. Arbitration will be determined by three arbitrators, one appointed by [PARTY A], one appointed by [PARTY B], and the third will be appointed by the first two arbitrators.

Failure to Appoint Arbitrators. If either [PARTY A] or [PARTY B] fails to appoint an arbitrator within [NUMBER OF DAYS] of a request in writing by the other to do so, or if the first two arbitrators cannot agree on the appointment of a third arbitrator within [NUMBER OF DAYS] after the second arbitrator is designated, then such arbitrator will be appointed by the American Arbitration Association.

Procedure. The arbitration will be conducted promptly and expeditiously and in accordance with the rules of the American Arbitration Association.

Arbitration Expenses. The parties shall bears the expenses of the arbitrator(s) equally.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator will not have the power to award any punitive [or consequential] damages.

Dispute Resolution

Mediation. Any disputes not resolved by negotiation will be subject to mediation under the [American Arbitration Association's Mediation Rules] as a condition precedent to the filing of any litigation.

Either party may commence the mediation process by providing to the other party written notice, listing the subject of the dispute, claim or controversy and the relief requested.

Within ten 10 days after the receipt of the foregoing notice, the other party shall deliver a written response to the initiating party's notice.

Mediation will be held at a mutually agreeable location[ within the State where the contract is performed].

The initial mediation session will be held within 30 days after the initial notice.

The parties agree to share equally the expenses of the mediation (which will not include the expenses incurred by each party for its own legal representation in connection with the mediation).

Arbitration. Any disputes not resolved by mediation within [45] days after initiation of the mediation procedure will be resolved by arbitration under the American Arbitration Association's Arbitration Rules in a court of competent jurisdiction where the [contract is performed]. 

The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.

The arbitration will be conducted by an arbitrator experienced in [ARBITRATOR EXPERIENCE] and will include a written record of the arbitration hearing. The parties reserve the right to object to any individual who will be employed by or affiliated with a competing organization or entity.

The place of arbitration will be [CITY, STATE].

Litigation. If the dispute has not been resolved by non-binding means as provided herein within [90] days of the initiation of such procedure, this agreement does not preclude either party from initiating litigation [on [00] days written notice to the other party]; provided, however, that if one party has requested the other to participate in a non-binding procedure and the other has failed to participate, the requesting party may initiate litigation before expiration of the above period.

Dispute Resolution. Any controversy or claim arising out of this agreement will be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement and [SUBJECT MATTER OF THE AGREEMENT] will be settled by arbitration in [STATE], according to the rules of the American Arbitration Association then in effect, and by [NUMBER OF ARBITRATORS] arbitrators[s].

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction.

Arbitrator's Authority. The arbitrator will not have the power to award any punitive [or consequential] damages.

Attorney Fees. In the event of any action arising out of or relating to this agreement, each party shall bear its own expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. In the event of any action arising out of or relating to this agreement, [PARTY A] shall bear all expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. If either party brings an Action to enforce their rights under this agreement, the prevailing party may recover its expenses (including reasonable attorneys' fees) incurred in connection with the Action and any appeal from the losing party.

Signed:

(President) or (Chairman)

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]