Sample provisions for an employment contract or employment agreement.

Executive acknowledges that he has been given a copy of the company’s business ethics policy. Executive further acknowledges that he has read and fully understands all of the requirements thereof, and acknowledges that it all times during the term hereof, he shall perform his services hereunder in full compliance with the company’s business ethics policy, and any revisions thereof or additions thereto.

Executive acknowledges that company is an equal opportunity employer. Executive agrees that he will comply with company’s policies regarding employment practices and with all applicable federal, state and local laws prohibiting discrimination on the basis of any then applicable protected trait. Protected traits include, but are not limited to, race, color, national origin, religion, sex, age, disability, and veteran status.

Not less than 90 days prior to the expiration of this agreement (the “Notice Period”), company shall provide notification to executive of its intentions regarding renewal following the expiration of the employment term. If notified the company intends to enter into a new agreement, executive agrees that he will negotiate in good faith exclusively with company during the Notice Period.

Company shall own all right, title and interest in perpetuity to the results of executive’s services and all artistic materials and intellectual properties which are, in whole or in part, created, developed or produced by executive during the employment term and which are suggested by or related to executives employment hereunder or any activities to which executive is assigned, and executive shall not have any claim to have any right, title or interest herein of any kind or nature.

Executive agrees that, during the term of employment and for one year thereafter, executive shall not, in any communications with the press or other media or any customer, client or supplier of company, or any of company affiliates, criticize, ridicule or make any statement which disparages or is derogatory of company or its affiliates or any of their respective directors or senior officers. No directory senior officer of company will, during the same time period, criticize, ridicule or make any statement which disparages or is derogatory of executive.

Executive agrees that, during the employment term and 41 one (1) year thereafter, executive shall not, directly or indirectly:

(i) employ or solicit the employment of any person who is banned or has been within six (6) months prior thereto, an employee of company, or any of companies affiliated companies; or

(ii) do any act or thing to cause, bring about, or induce any interference with, disturbance to, or interruption of any of the then existing relationships (whether or not such relationships have been reduced to formal contracts) of company or any of company’s affiliated companies with any customer, employee, consultant or supplier.

Executive agrees that, during the employment term, for one year thereafter and, if longer, during the pendency of any litigation or other proceeding, (x) executive shall not communicate with anyone (other than executive’s own attorneys and tax advisers), except to the extent necessary in the performance of executive’s duties under this agreement, with respect to the facts or subject matter of any pending or potential litigation, or regulatory or administrative proceedings involving company or any of companies affiliated companies, other then any litigation or other proceeding in which executive is a party in opposition, without giving prior notice to company or its counsel; and (y) in the event that any other party attempts to obtain information or documents from executive with respect to such matters, either through formal legal process such as a subpoena or by informal means such as interviews, executive shall probably notify company or its counsel before providing any information or documents.

Sample 1

Executive agrees to cooperate with company and its attorneys, both during and after the termination of executives employment, in connection with any litigation or other proceeding arising out of or relating to matters of which executive was involved prior to the termination of executive’s employment. Executive’s cooperation shall include, without limitation, providing assistance to company’s counsel, experts and consultants, and providing truthful testimony in pretrial and trial or hearing proceedings. In the event that executive’s cooperation is requested after the termination of executives employment, company will (x) seek to minimize interruptions to executive’s schedule to the extent consistent with its interests in the matter; and (y) reimburse executive for all reasonable and appropriate out-of-pocket expenses actually incurred by executive in connection with such cooperation upon reasonable substantiation of such expenses.

Sample 2

Executive agrees that executive will not testify voluntarily in any lawsuit or other proceeding which directly or indirectly involves company, or any affiliated companies, or which may create the impression that such testimony is endorsed or approved by company or its affiliated companies, without advance notice (including the general nature of the testimony) to and, as such testimony is without subpoena or other compulsory legal process the approval of, the company’s general counsel.

The executive shall be entitled to select (and change, to the extent permitted under the any applicable law) a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following the executive’s death by giving the company written notice thereof. In the event of the executive’s death or a judicial determination of his incompetence, reference in this agreement to the executive shall be deemed, where appropriate, to refer to his beneficiary, a state or other legal representatives.

“Disability” shall mean the executive’s complete and permanent inability to substantially perform his duties. Subject to the application of all applicable laws relating to disability in employment, if the Executive is absent from his duties for a period of at least 90 days, the Board may appoint a physician to determine if the executive is disabled; if the Executive disapproves of the board’s choice of a physician, he may appoint a physician of his own choice to determine if he is disabled; if the two physicians cannot agree, they will appoint a third physician who will then make a determination as to the executive’s disability.

(a) any disputes arising under or in connection with this agreement shall be resolved by arbitration, to be held in [specify city] in accordance with the rules and procedures of the American Arbitration Association.

(b) all costs, fees and expenses of any arbitration in connection with this agreement which result in any decision or settlement requiring the company to make a payment to the executive, including, without limitation, attorneys fees of both the executive and the company, shall be borne by, and be the obligation of, the company. In no event shall the executive be required to reimburse the company for any of the costs and expenses incurred by the company relating to such arbitration. The obligation of the company under this section shall survive the termination for any reason of this agreement (whether such termination is by the company, by the executive, upon the expiration of this agreement or otherwise).

(c) pending the outcome or resolution of any arbitration, the company shall continue payment of all amounts to the executive without regard to any dispute.

“Subsidiary” shall mean any corporation of which the company owns, directly or indirectly, more than 50% of its voting stock.

The headings of the sections contained in this agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this agreement.

“Voting Stock” shall mean capital stock of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies, to elect the directors of incorporation.

This agreement may be executed in two or more counterparts.