Offering the best candidate a position

In consideration of my employment by Company XYZ ("Company"), I agree as follows: 1. Confidential Information. (a) Definition. "Confidential Information" means the proprietary information and trade secrets of Company and its customers as described below: (i) Included in "Confidential Information" are the object code and source code to Company's software, Company's marketing plans and strategies, Company's plans for new product development, Company's technical designs, Company's data dictionaries, information relating to Company's financial status, and any other information that Company marks confidential or by separate memorandum or e-mail informs me is confidential. (ii) Also included in "Confidential Information" is any information of Company's customers that I have access to in performing my employment duties for Company. (iii) Excluded from "Confidential Information" is information that: (x) I can prove was in my possession before I received it from the Company; (y) is in the public domain through no fault of my own; or (z) I learned from a third party not related to Company. Information licensed by Company to customers under a confidentiality restriction is not considered to be in the public domain. (b) Nondisclosure. I agree that I will not disclose Confidential Information to any third party not employed by Company unless Company authorizes me to do so in writing. I further agree that I will not use Confidential Information for any purpose except to perform my employment duties for Company. These agreements will continue to apply after I am no longer employed by Company. 2. Return of Company Property. Upon termination of my employment with Company XYZ, I will promptly deliver to Company, without copying or summarizing, all material related to Company's business that is in my possession or under my control including, without limitation, all physical property, keys, documents, lists, electronic information storage media, manuals, letters, notes and reports. 3. Works Made For Hire. I understand that any work that I create or help create at the request of Company, including software, user manuals, training materials, sales materials, and other written and visual works, are works made for hire in which Company owns the copyright. I may not reproduce or publish these copyrighted works, except in the pursuit of my employment duties. 4. Inventions. Any inventions, discoveries and ideas ("Technology") that I develop while performing work assigned to me by Company are owned by Company. I will sign any assignment or other document requested by Company to establish Company's ownership of the Technology and to permit Company to obtain and retain patents, copyrights, trademarks and other indication of ownership, without charge to Company, but at no expense to me. If there is Technology that I developed before becoming employed by Company and to which I claim ownership, I have listed it here: ______________________________________________. 5. Prior Agreements. I have provided Company copies of all agreements with previous employers under which I have agreed not to compete or otherwise agreed to limit the use of trade secrets. 6. Full Time Employment. While I am employed by Company, I will devote my full time best efforts to Company's business and will not engage in any other business or employment without the prior written approval of Company's President. 7. Post Employment Restriction. (a) Definition. "Competitive Products" means a product or service sold by Company or competitive with a product or service sold by Company while I am an employee of Company. (b) Non-compete Agreement. During the time that I am employed by Company and for a period of two years after my employment with Company terminates, I will not, without the prior written consent of Company: (i) Design, develop, sell, manufacture, license, distribute or solicit orders for Competitive Products. (ii) Affiliate as an owner, officer, director, member, manager, employee or agent with any business enterprise that designs, develops, sells, manufactures, distributes, licenses, or solicits orders for a Competitive Product. (iii) Solicit any customer or employee of Company to discontinue the customer or employee relationship with Company. I ACKNOWLEDGE THAT THE FOREGOING RESTRICTIONS ARE REASONABLE AND APPROPRIATE MEANS OF PROTECTING COMPANY'S PROPER INTERESTS, WHICH WILL NOT UNREASONABLY INTERFERE WITH MY ABILITY TO MAKE A LIVING. 8. Injunctive Relief. I recognize that if I breach this Agreement, Company's business will suffer irreparable harm and that remedies at law will be inadequate. I agree that in case of any breach or threatened breach of this Agreement, Company is entitled to immediate injunctive relief or a decree of specific performance of this Agreement, in addition to any other remedies provided by law and without being required to prove irreparable harm or special damages. 9. Entire Agreement; Modifications. This Agreement is my entire agreement with Company with respect to its subject matter and supersedes any prior written or oral understandings pertaining thereto. My obligations under this Agreement may not be changed in whole or in part except by a written agreement signed by the President of Company and me and which specifically refers to this Agreement. 10. Binding Effect. This Agreement may be assigned by Company in connection with any transfer or sale of its business, and shall inure to the benefit of Company and its successors and assigns. This Agreement is binding upon me, my heirs, personal representatives, successors and assigns. 11. Severability. I agree that the provisions of this Agreement are fair and reasonable in light of my employment relationship with Company and the nature of Company's business. Nevertheless, if a court of competent jurisdiction should invalidate any provision of this Agreement, all other provisions shall survive and remain valid and enforceable. If a court of competent jurisdiction should decline to enforce any provision on the ground that it is over broad or unreasonable, that provision shall be narrowed only to the extent required so that it may be enforceable under State law. 12. Captions. Any captions and headings are purely for the convenience of the reader and shall not be used to interpret or construe this Agreement. 13. Governing Law. The interpretation of this Agreement and the obligations hereunder are governed by the laws of the State. ACCEPTED AND AGREED TO: Date:______ ____________________________________ Employee Signature ACCEPTED ON BEHALF OFCOMPANY XYZ Date:______ By:________________________________ Its:________________________________

Date

Name

Street Address City

, State Zip

Dear Name:

It is with great pleasure that XYZ Company offers you the position of xxxxx with the following compensation package: Base pay of $xxxxx [per hour, biweekly, etc.], which when annualized is equivalent to XXXXX per year; Eligibility to participate in the company incentive bonus program, subject to the terms and conditions specified in the incentive bonus plan document; An option for xxx shares of company stock, subject to approval by the Board of Directors and the terms of the company's stock option plan; Performance Development Plan and salary review (usually following completion of 6 months of employment and subsequent 12 month periods of employment if reached); Eligibility for health and dental coverage, a 401(k) pension plan and flexible spending accounts, subject to plan terms; Eligibility for company-paid benefits such as life insurance, short- and long-term disability and long term care, subject to applicable waiting periods; Paid Time Off (PTO) to be initially accrued at xx hours per month; however, PTO is only available for use after 3 consecutive months of employment. Accrual of PTO is retroactive to your actual start date; and Company-paid holidays. Also enclosed with this offer letter is a Benefits Summary that provides detailed information concerning our total compensation program in effect as of your expected start date. If you have any questions concerning the benefits for which you will be eligible, please feel free to contact ________________our Human Resources Manager at [phone/email]. You will be reporting to xxxxx, xxxxx [name/title]. Your start date is scheduled for xxxx. On your first day, you will be given an orientation by Human Resources at 8:00 a.m. which will include completing employment forms, reviewing fringe benefits, and touring the premises. Please bring appropriate documentation for the completion of your new hire forms, including proof that you are presently eligible to work in the United States for I-9 purposes. Failure to provide appropriate documentation within 3 days of hire will result in immediate termination of employment in accordance with the terms of the Immigration Reform and Control Act. After lunch, you will meet with ______________________ for a brief corporate orientation that will introduce you to our company, history and products. We were impressed with your skills and accomplishments and feel your background and experience are a good match for our present needs. We look forward to having you as part of our team. Sincerely, [Insert company name] [Insert CEO/Chairman name] CEO and Chairman of the Board The provisions of this offer of employment have been read, are understood, and the offer is herewith accepted. I understand that my employment is contingent upon [completion of background check, drug test, execution of an employment agreement, or any other contingencies the employer needs to include.] This offer shall remain open until xxxxx. Any acceptance postmarked after this date will be considered invalid.

Date: __________ Signature: ____________________________ Reporting Date: __________