EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is entered into as of [Date], by and between

[Name] (“Employee”) and [Name], a [Jurisdiction] corporation (“Company”).

1. RECITALS

1.1. Company is in the business of providing management consulting services to other

businesses.

1.2 Company desires to employ Employee to provide specific services for Company
and Employee desires to be employed by Company to provide those services on the terms and
conditions set forth below.

2. DUTIES AND RESPONSIBILITIES

2.1 Engagement of Employee. Company employs, engages, and hires Employee for
the position of President at the offices of Company or such other location as provided to
Employee by Company.

2.2 Duties and Responsibilities. Employee hereby accepts and agrees to such
employment and subject to the supervision and pursuant to the orders, advice, and directions of
Company, Employee’s duties shall be to manage the day-to-day business of the Company under
the supervision of Company’s Board of Directors and to personally provide management
consulting services for which the Company is contracted (“Services”).

3. COMPENSATION FOR SERVICES

3.1 Compensation. Company shall pay Employee, and Employee agrees to accept
from Company, in full payment for the Services under this Agreement, compensation at the rate
of [_______] and No/100ths Dollars ($[_______] per year, payable by Company as cash flow
permits but not less often than annually, less applicable withholding and tax obligations of
Company as they relate to the employment of Employee. Employee shall be eligible for merit-
based bonuses at the sole and absolute discretion of Company.

3.2 Expenses. Company shall reimburse Employee for all reasonable business-related
expenses incurred by Employee in connection with his employment with Company in
accordance with the policies, practices, and procedures in effect generally with respect to other
employees of Company. By way of example and not limitation, Company shall reimburse
Employee for the following expenses: health and dental insurance premiums paid, cellular
phone charges, high-speed internet access, home office expenses, automobile lease not to exceed
[_______] and No/100ths Dollars ($[_______]) per month, automobile insurance, mileage and
meals related to Company business.

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 3.3 Overtime. Employee shall not work any overtime without the prior written
approval of Company.

3.4 Vacation Days, Holidays, Personal/Sick Days. Employee shall accrue paid
vacation time up to a maximum of ten (10) days of vacation with pay per year. Paid vacation
time shall accrue a rate of one (1) day per month of active full-time employment, the time of
such vacation to be taken at a time or times approved, in writing in advance, by Company. In
addition to such vacation days, Employee shall have the following designated holidays: New
Year’s Day, Martin Luther King, Jr. Day, Washington’s Birthday, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. In addition to such
vacation and holidays, Employee shall be entitled to five (5) days of sick leave paid per calendar
year. Sick days may not be carried forward from one year to the next.

3.5 Devotion of Employee to Business. Employee shall work during such hours
during such days of the week as Company shall require of Employee and shall have one (1) hour
off for lunch during each such day.

4. TERM AND TERMINATION. The employment arrangement contemplated by this

Agreement began on or about the date first set forth above and shall continue until it is
terminated, which may be done by either party at will, with or without cause, by providing the
other with ten (10) days’ written notice of termination.

5. INTELLECTUAL PROPERTY RIGHTS.

5.1 Work for Hire. Any and all inventions, discoveries, developments and
innovations conceived by Employee during the Term of this Agreement and arising from the
services performed pursuant to this Agreement shall be and are "work for hire" which shall
belong solely to Company and are hereby assigned to Company as its sole and exclusive
property. On Company’s request, Employee agrees to execute such additional documents as
may be necessary to appropriately and completely assign and vest any such property rights
created by Employee during the Term and scope of this Agreement with Company. Any and all
inventions, discoveries, developments and innovations conceived by Employee prior to the term
of this agreement and used by Employee in performing services for Company under this
agreement are hereby licensed to Company by Employee on a royalty-free basis for use in
Company’s operations and for an infinite duration. This license is non-exclusive and may be
assigned without Employee’s prior written consent by Company to a subsidiary or affiliate of
Company or a purchaser of all or substantially of Company’s assets.

5.2 Power of Attorney. Employee grants to Company a power of attorney to execute

any such documents as may be required to fully assign and vest all propriety rights created by
Employee during the term and within the scope of this Agreement to Company. Such power of
attorney is a power coupled with an interest and is irrevocable.

Employee Initials

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 5.3 Exception. As provided in California Labor Code §2870, this section shall not
apply to any invention for which no equipment, supplies, facilities, or trade secret information of
the Company was used and that was developed entirely on Employee's own time, and: (i) that
does not relate to the business of the Company or the Company's actual or demonstrably
anticipated research or development; or (ii) that does not result from any work performed by
Employee for the Company.

6. NONDISCLOSURE OF INFORMATION. Employee acknowledges that Employee

will have access to and become acquainted with various trade secrets, formulae, unique vendor
pricing, analysis, inventions, innovations, processes, information, records and specifications
owned or licensed by Company and/or used by Company in connection with the operation of its
business including, without limitation, Company and/or Company’s Client’s business and
product processes, methods, client lists, accounts and procedures. Employee agrees that
Employee will not disclose any of the aforesaid, directly or indirectly, or use any of them in any
manner, either during the term of this agreement or at any time thereafter, except as required in
the course of providing services under this Agreement. All files, records, documents, blueprints,
specifications, information, letters, notes, media lists, original artwork/creative, notebooks and
similar items relating to the business of Company or Company’s Clients, whether prepared by
Employee or otherwise coming into Employee’s possession while providing services under this
agreement, shall remain the exclusive property of Company. Employee shall not retain any
copies of the foregoing without Company’s prior written consent. Upon the expiration or earlier
termination of this Agreement, or whenever requested by Company, Employee shall immediately
deliver to Company all such files, records, documents, specifications, information, and other
items in Employee’s possession or under Employee’s control. Employee further agrees that
Company may retain an independent computer service to scrub electronic records and files from
any computer that may contain Company files.

7. NON-HIRING

7.1 Non-Hiring. Employee will not, during the course of this Agreement and for a
period of one (1) year from the date of termination, back-solicit or otherwise have any business
dealings whatsoever, directly or indirectly, with (a) any Client (or any subsidiary or affiliate of
any Client) or any other company which Company has introduced to and contracted with
Employee to perform services or (b) solicit or take away, or attempt to solicit or take away, any
of Company’s agents, employees or contractors, either to work for Employee or for any other
person or entity.

7.2 Reasonableness of Covenant. Employee further acknowledges and agrees that the
restrictions set forth in this Paragraph 7 are reasonable and do not substantially affect
Employee’s right and ability to engage in Employee’s business, trade, or profession. Employee
further acknowledges and agrees that the covenants contained in this Paragraph 7 are necessary
for the protection of Company’s legitimate business interests and are reasonable in scope and
content.

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8. RIGHT TO INJUNCTION. The parties acknowledge that the services to be rendered
by Employee under this Agreement and the rights granted to Company under the Agreement are
of a special, unique, unusual and extraordinary character which gives them a peculiar value, the
loss of which cannot be reasonably or adequately compensated by damages in any action at law,
and the breach of Employee’s obligations under the paragraphs contained herein will cause
Company irreparable injury and damage. Employee expressly agrees that Company shall be
entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of the
paragraphs contained herein by Employee. Employee expressly waives any requirement that
Company post security or a bond in connection with obtaining any injunction or other equitable
relief and Company shall not be required to establish that the remedy at law is inadequate.
Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights
or remedies that Company may have for damages or otherwise. The various rights and remedies
of Company under this Agreement or otherwise shall be cumulative. No one right or remedy
shall be exclusive of any other right or remedy allowed under law or in equity.

9. EMPLOYEE’S REPRESENTATIONS

9.1 Employee represents and warrants that:

9.1.1 Employee is free to enter into this Agreement and to perform each of the
terms and covenants of it;

9.1.2 Employee will not, during the term of this Agreement, compete directly or
indirectly with Company;

9.1.3 Employee is not restricted or prohibited, contractually or otherwise, from

entering into and performing this Agreement and Employee’s execution and performance of this
Agreement is not a violation or breach of any other agreement between Employee and any other
person or entity, including but not limited to Employee’s past employers;

9.1.4 Employee will submit all claims of sexual harassment, in writing, to

Company’s human resources director or if such claim is regarding the human resources director,
then to Company’s Chief Executive Officer or if such claim is regarding the Chief Executive
Officer, then to Company’s Board of Directors;

9.1.5 Employee will submit to Company, in writing, all requests for

accommodation pursuant to the American with Disabilities Act;

9.1.6 Employee, if an exempt employee claiming overtime compensation, will

provide Company written notice of such Employee's hours during any day or any cumulative
week or month in which more than 51% of Employee's time is expended on non-exempt
employee work; and

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 9.1.7 Employee is legally entitled to work in the United States and that
Employee will provide Company with valid identification and/or a written statement attesting to
the same.

10. GENERAL MATTERS

10.1 California Law. This Agreement shall be governed by the laws of the State of
California and shall be construed in accordance therewith.

10.2 No Waiver. No provision of this Agreement may be waived, except by an

agreement in writing signed by the waiving party. A waiver of any term or provision shall not be
construed as a waiver of any other provision.

10.3 Amendment. This Agreement may be amended, altered, or revoked at any time,
in whole or in part, by the written agreement of the parties hereto.

10.4 Construction. Throughout this Agreement, the singular shall include the plural,
the plural shall include the singular, and the masculine and neuter shall include the feminine,
wherever the context so requires. The headings of the sections are included solely for
convenience of reference. If any conflict between the headings and text of this Agreement
exists, the text will control.

10.5 Severability. If any provision of this Agreement id declared by a court of

competent jurisdiction to be invalid for any reason, such invalidity shall not affect any other
provision of this Agreement. On the contrary, such remaining provisions shall be fully
severable, and this Agreement shall be construed and enforced as if such invalid provisions had
never been inserted in this Agreement.

10.6 Attorney Fees. Should it be necessary to institute any action to enforce the terms
of this Agreement, the parties hereby agree that the prevailing party in any such action shall be
entitled to recover its reasonable attorneys’ fees, as well as all costs of the action, including, but
not limited to court or arbitration tribunal costs, filing fees, exhibit fees, forensic consultant fees,
litigation support costs and expert witness fees. Further, recoverable attorney fees and costs shall
include the costs for such items for any appeals. This paragraph shall remain independent from
any judgment entered to enforce its terms, shall not merge therewith, and shall entitle the
prevailing party to attorney’s fees and costs incurred in connection with post judgment collection
and enforcement efforts.

10.7 Notice. Any notice required to be in writing under this Agreement shall either be
sent by certified mail, return receipt requested, or by personal delivery and shall be considered as
received from the party delivering such notice as of the date of the signing of the return receipt in
the case of certified mail or upon the date of the signing of receipt upon delivery in the case of
personal delivery.

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 10.8 Signatures. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. The parties agree that facsimile signatures shall be as effective as if originals.

IN WITNESS WHEREOF the parties execute this Agreement as of the day and date first written
above.

EMPLOYEE:

[Name]

[COMPANY]
A [_______] Corporation

By:
[Name], [Title]

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