Fixed Term Employment Contract
This Fixed Term Employment Contract (“Agreement”), is entered into this (the “Effective Date”), by and between , a headquartered at (“Company”), and , an individual of (“you” or the “Executive”).
NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, the parties hereto agree as follows:
Employment and Duties.
General.
Commencing on the Effective Date until , you shall serve as an employee of the Company with the title of , reporting directly to the . You shall have the duties, responsibilities, and authority customarily held by the chief financial officer of a corporation the equity securities of which are publicly traded. Your principal place of employment shall be the headquarters offices of the Company, currently located in the area; provided, however, that you understand and agree that you shall be required to travel from time to time for business reasons and may work from home in accordance with the Company’s with the consent of the .
Exclusive Services.
For so long as you are employed by the Company, you shall devote your full time working time to your duties hereunder, shall conform to and use your good faith efforts to comply with the lawful and good faith directions and instructions given to you by the , and shall use your good faith efforts to promote and serve the interests of the Company. Further, you shall not, directly or indirectly, render services to any other person or organization without the consent of the Company or otherwise engage in activities that would interfere with the faithful performance of your duties hereunder.
Notwithstanding the foregoing, subject to and in accordance with the Company’s policies (including, without limitation, the Company’s ) as may be in effect from time to time, you may:
serve on corporate boards, with the prior consent of the ,
serve on civic or charitable boards or engage in charitable activities without remuneration therefor, and
manage your personal investments and affairs, and serve as an executor, trustee, or in a similar fiduciary capacity in connection therewith,
provided that such activities do not, individually or in the aggregate:
conflict materially with the performance of your duties under this Agreement,
conflict with your fiduciary duties to the Company, or
result in a breach of the restrictive covenants to which you are bound.
You agree that you will:
unless prevented by ill health, incapacity or injury, devote the whole of your working time, attention and abilities to your duties under this contract;
faithfully and diligently perform your duties to the best of your ability and use your best endeavors to promote the interests of the Company;
without payment of additional salary or remuneration, perform such other duties in relation to the business of the Company as may from time to time be reasonably vested in or assigned to you by the Company;
obey the reasonable directions of the Company, including with regard to standards to be maintained whilst dealing with and working for customers and other third parties and attending customers’ and other third parties’ premises; and
comply with all lawful rules, policies, procedures and regulations issued by the Company from time to time.
Employment “At-Will.”
Your employment shall commence effective as of (the “Start Date”) and shall continue through , unless earlier terminated pursuant to the terms of this Agreement (the “Term”). In no event shall your employment exceed , unless mutually agreed in an amendment to this Agreement by authorized representatives of the parties after consultation with . Continuation of your employment with the Company throughout the Term shall be deemed an employment “at will” and you may be terminated “at will” by either you or the Company. If you do not commence employment on the Start Date due to a breach of this Agreement by the Company or due to your death or , you (or your estate, as applicable) shall be entitled to the payments provided under this Agreement as if your employment was terminated by the Company without Cause.
Job Title and Duties.
Company agrees to employ you and you agree to provide services to Company on the terms and subject to the conditions set out in this Agreement. You represent and warrant that you have the appropriate levels of experience and seniority to perform the services required of an , which shall include:
Management of the global Finance, Tax, Accounts Payable, Accounts Receivable, Treasury, Financial Planning & Analysis, and Investor Relations functions resident in the Finance Department of Company;
B. Assisting the and the in identifying, interviewing, onboarding and transitioning a new full time ;
Assisting the in execution of as may be required; and
Such other tasks as may reasonably be requested of you by the , the , and members of the .
Warranty by the Executive
You warrant that by entering into this Agreement you are not, nor will you come to be, in breach of any contract, agreement, term, condition, obligation or other arrangement to which you are a party.
You warrant that the services to be performed under this Agreement will be carried out with reasonable skill, care and diligence and in accordance with best industry practice.
At all times when performing the services, you will comply with all applicable laws and instructions issued by Company.
At all times while on Company’s premises, or on third party premises when representing Company, you will observe Company’s or the third party’s rules and regulations with respect to conduct, health, safety and protection of persons and property.
You undertake that any information received from Company pursuant to this Agreement will be used solely for the purpose of performing the services and for no other purpose whatsoever, and to the extent such information is known or reasonably should be known to be , even if not marked as such, you shall treat such information as Confidential Information, protecting it with the same degree of care that you would use to protect your own confidential information of a similar nature, but in no event less than reasonable care.
You warrant that you have the unrestricted right to work in without any additional immigration approvals and that you have provided the Company with all necessary assistance and documents to enable the Company to comply with its duties under and to provide evidence of your right to work in . The Company shall be entitled to terminate the employment summarily by written notice and without any payment in lieu of notice (but without prejudice to the rights and remedies of the Company for any breach of this contract and to your continuing obligations under this contract) if the warranty by you in this Article is found to be misleading or incorrect.
Compensation.
You will be compensated as follows:
Company shall pay you at a rate of for each of the first and for the last half of and the entire month of , payable via direct deposit to your , on a biweekly basis in arrears in accordance with the Company’s regular payroll schedule (“Salary”). These payments shall constitute wages, less withholdings and deductions, if and as applicable.
You shall be eligible for reimbursement of hotel, travelling, and other out-of-pocket expenses reasonably and properly incurred by you subject to pre-approval by Company in writing and consistent with (a copy of which shall be provided to you by during the week of ) and the production to Company of such receipts or other evidence of actual payment of the expenses as Company may reasonably require and to be payable in arrears.
You will not be entitled to any of the employee benefits that Company may make available to its employees. You disclaim your right to assert Company had any obligation whatsoever to provide any such benefits to you. Notwithstanding the foregoing, you shall be entitled to time off in connection with the Company’s , with the consent of the .
You shall not without the prior written consent of Company pledge the credit of Company, nor sign any document, enter into any agreement or make any undertaking on behalf of Company.
Upon termination or natural expiration of this Agreement, you shall not be entitled to any form of separation or severance pay.
You must not without the prior written authorization (and in any event not in breach of any relevant legislation) of the Company directly or indirectly seek, receive or obtain, in respect of the performance of your duties or of any goods or services sold or purchased or other business transacted (whether or not by you) by or on behalf of the Company, any personal benefits, discount, rebate, commission, bribe, kickback or other inducement (“Inducement”) (whether in cash or in kind). In the event that you or any person on your behalf directly or indirectly receives any such Inducement, you must immediately account to the Company for the amount so received.
Termination
Termination for Cause; Resignation without Good Reason
If the Company terminates your employment for Cause, or if you resign from employment hereunder other than for Good Reason, you shall only be entitled to payment of any unpaid Salary through and including the date of termination or resignation and any unpaid Expense reimbursement. You shall have no further right under this Agreement to receive any other compensation or benefits after such termination or resignation of employment.
For purposes of this Agreement, “Cause” shall mean:
any act or omission that constitutes a material breach by you of your obligations under this Agreement;
the willful and continued failure or refusal of you (not as a consequence of illness, accident or other incapacity) to perform the material duties reasonably required of you hereunder;
your conviction of, or plea of nolo contendere to, (x) any Felony, or (y) another willful crime involving dishonesty or moral turpitude or which reflects negatively upon the Company and/or its subsidiaries or affiliates in a material manner or otherwise materially impairs or impedes the operations of the ;
your engaging in any willful misconduct, gross negligence or act of dishonesty with regard to the or your material duties, which conduct is injurious to the ;
your material breach of either a material written policy of the that is applicable to you or, to the extent you are aware of such rules or have been informed thereof, the relevant rules of any governmental or regulatory body applicable to the ; provided, that any such notification with respect to the rules of any governmental or regulatory body outside shall be in writing; or
your refusal to follow the lawful directions of the ; provided, however, that no event or condition described in clauses i, ii, v, or vi shall constitute Cause unless:
the Company first gives you written notice of its intention to terminate your employment for Cause and the grounds for such termination, and
such grounds for termination (if susceptible to correction) are not corrected by you within 0 days of your receipt of such notice.
For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without your prior written consent:
a failure by the Company to timely pay material compensation due and payable to you in connection with your employment;
a diminution in your Salary;
a material diminution of the authority, duties or responsibilities of you from those set forth in this Agreement;
the Company requiring you to be based at any office or location more than from the or your home in ; or
a material breach by the Company of its obligations under this Agreement;
provided, however, that no event or condition described in clauses (i) through (v) shall constitute Good Reason unless:
(x) you give the Company, within 0 days of your becoming aware of the occurrence of the Good Reason event, written notice of your intention to terminate your employment for Good Reason, and
(y) such grounds for termination (if susceptible to correction) are not corrected by the Company within 0 days of its receipt of such notice.
If such grounds for termination for Good Reason are not cured during such 0 days, your termination for Good Reason shall be effective as of the day immediately following the end of such a 0 days.
Termination without Cause; Resignation for Good Reason
Other than in connection with the natural expiration of this Agreement, if your employment is terminated by the Company without or you resign for , the Company shall pay you through the date of termination the , and shall not be responsible or liable to pay you the full amount of the for the .
Termination Due to Death or Disability
Your employment with the Company shall terminate automatically on your Death. In the event of your Disability, the Company shall be entitled to terminate your employment. In the event of termination of your employment by reason of your death or Disability, the Company shall pay to you (or your estate, as applicable) a through the date of death or Disability.
For purposes of this Agreement, “Disability” means that you will be unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment for in any one (1) year period arising during the term of this Agreement. The Company reserves the right to require a Physician certification document attesting to such Disability.
Notice of Termination
Other than with respect to the natural expiration of this Agreement, any termination of employment by the Company or you shall be communicated by a written Notice of Termination to the other party hereto given in accordance with the set forth below.
By Company
In the event of a termination by the Company for Cause, the Notice of Termination shall:
indicate the specific termination provision in this Agreement relied upon;
set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the provision so indicated; and
indicate the date on which such termination is effective (subject to applicable correction periods).
The failure by the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause shall not waive any right of the Company hereunder or preclude the Company from asserting such fact or circumstance in enforcing the Company’s rights hereunder to the extent that such fact or circumstance is on the same asserted basis within the definition for the termination.
In the event of a termination by the Company without Cause, the Notice of Termination shall specify the date of termination, which date shall not be more than after the giving of such notice.
By You
In the event of a resignation by you for Good Reason, the Notice of Termination shall:
indicate the specific clause or clauses under the definition of Good Reason herein upon which you are relying, and
set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under such clause or clauses.
In the event of a resignation by you other than for Good Reason, the Notice of Termination shall specify the date of termination, which date shall not be less than after the giving of such notice; provided, that the Company may, in its sole discretion, elect to cause such termination to be effective at any time during such notice period and such resignation by you without Good Reason shall be effective on such date.
The failure by you to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason shall not waive any right of you hereunder or preclude you from asserting such fact or circumstance in enforcing your rights hereunder to the extent that such fact or circumstance is on the same asserted basis within the definition for the termination.
Other Reasons for Termination; Requirement upon Termination
Notwithstanding any other provision of this Agreement, and without prejudice to the Company’s rights under this Article 6. and at law, should you:
at any time be unable to provide the services under this Agreement for a period or periods aggregating at least in any period of ;
commit any material or serious breach of this contract or be guilty of any gross misconduct or any willful neglect in the discharge of your duties including any breach of the ;
be convicted of any criminal offence (other than a Minor offences) which might reasonably be thought to affect adversely the performance of your duties;
be guilty of any other conduct (including without limitation dishonesty or fraud) calculated or likely to affect prejudicially the interests of Company;
be negligent, inefficient, or otherwise unsuitable in the provision of the services;
repeat or continue (after warning) any breach of this contract;
be guilty of any conduct which in the opinion of the Company brings you, or the Company, into disrepute;
cease to be entitled to work in ; or
be the subject of a bankruptcy order, or become insolvent, or make any arrangement or composition with or assignment for the benefit of your creditors or go into voluntary or compulsory liquidation (other than for the purpose of amalgamation or reconstruction), or a receiver or administrator be appointed over your assets;
then, in each case, the Company may by written notice to you terminate this Agreement without liability.
In the event of termination of this Agreement for any reason whatsoever, you shall deliver up to Company all materials and work performed as at the date of termination, together with all notes, specifications, plans, drawings and all other documentation produced for the purpose of performing the services under this Agreement. You shall grant to Company all necessary authorizations for use of the items so delivered to enable Company, either itself or through others, to complete the work comprising the services contemplated under this Agreement.
Any delay by the Company in exercising such right of termination shall not constitute a waiver of it.
Restrictions.
You will be required to execute and abide by the provisions of the Company’s , provided contemporaneously herewith.
Confidentiality
“Confidential Information” means all designs, drawings, data, specifications, procedures, know-how, financial information, customer and supplier details, information and contracts, and all other technical, business, commercial, operational, financial and similar information (whether relating to finished or unfinished work) relating to the business of Company or any affiliate of Company, including customer and supplier confidential information, including all readable or computer or other machine-readable data and representations, or other material relating to or comprising software which is used as part of, or in, the business of Company or any affiliate of Company, whether marked as Confidential Information or reasonably construed to be considered confidential information.
You agree to hold in confidence and shall not use, disseminate, or in any way disclose or make available to third parties the Confidential Information. You shall treat all Confidential Information with the same degree of care as you treat your own confidential information of a similar nature, but in no case shall you use less than reasonable care. You shall disclose Confidential Information only to those persons who have a need to know such information. You certify that any such person will have agreed in writing, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions at least as protective as those terms and conditions applicable to you under this Agreement. You shall immediately give notice to Company of any unauthorized use or disclosure of the Confidential Information. You shall assist Company in remedying any such unauthorized use or disclosure of the Confidential Information.
Your obligations under this Article 8. shall not apply to any Confidential Information that you can demonstrate was in the general public domain without restriction at the time such Confidential Information was communicated or made available to you by Company or developed by you for Company through no fault of your own. Disclosure of any Confidential Information by you to the extent required in response to a valid order by a court or other governmental body shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes, provided, however, that you shall provide prompt prior written notice thereof to to enable Company to seek a protective order or otherwise prevent such disclosure.
All Confidential Information and any materials furnished to you by Company, whether delivered to you by Company or made by you in the performance of your duties hereunder and whether or not they contain or disclose Confidential Information, and all copies and extracts of any of the foregoing (collectively, the “Company Property”), as between you and Company, are the sole and exclusive property of Company. Promptly following termination of this Agreement or any request by Company, you shall destroy or deliver to Company, at Company’s option:
all Company Property; and
all materials in your possession or control that contain or disclose any Confidential Information.
You will provide Company a written certification of your compliance with your obligations under this Article 8..
This Article 8. shall survive termination of this Agreement for any reason whatsoever without limitation in time. You will indemnify and hold Company harmless from and against all actions, claims, costs, proceedings, expenses, loss, or damage (including, without limitation, legal costs) which may arise directly or indirectly from the unauthorized disclosure or use of Confidential Information by you or from any other breach of the terms of this Agreement.
Conflict of Interest.
During the term of this Agreement and for a period of immediately following the Employment termination date, you will not accept work, enter into a contract or accept an obligation inconsistent or incompatible with your obligations under this Agreement, or engage in any activity that is in any way competitive with the business or anticipated business of Company, and you will not assist any other person or organization in competing or preparing to compete with any business or anticipated business of Company (“Outside Business Interests”), without the prior consent of the . For the avoidance of doubt, consent will not be given in relation to any Outside Business Interests which, in the view of the Company, compete or are likely to compete, directly or indirectly with, the business of the Company, or which could give rise to a conflict of interest or interfere with the efficient performance of your duties.
During the term of this Agreement, and for a period of immediately following the Employment termination date, you shall not solicit or induce any employee, independent consultant, customer, or supplier to terminate or breach any employment, contractual or other relationship with Company for any reason.
You may, however, hold as beneficial owner up to % of any single class of shares or securities in a body corporate whose shares are quoted on a recognized stock exchange. Any existing shareholding in excess of the % threshold acquired before the commencement of your employment with the Company may only be retained with the consent of the Company, such consent not to be unreasonably withheld.
Your employment with the Company is conditional on your producing such documentation as the Company may require you to establish your legal right to work lawfully in . Should you fail to produce to the Company the required documentation, then any offer of employment by the Company may be withdrawn and, if already accepted, the Company may terminate your employment without notice or a payment in lieu of notice.
You will indemnify Company from any and all loss or liability incurred by reason of the alleged breach by you of any services agreement or arrangement with any third party.
Data Protection and Privacy.
You consent to Company, its affiliates, and their employees, wherever they may be located, to transmit, store, utilize and process personal information, including data collected by Company, for purposes related to your employment hereunder. This may include transfer of such information outside of the in which it was initially submitted and further transfers thereafter. All such information is considered confidential and access will be limited and restricted to individuals with a need to know or process such information for purposes solely relating to your employment with Company.
All communications, whether by telephone, email, fax or any other means, which are transmitted, undertaken or received using Company property or on Company premises, or which relate to the Company’s affairs, will be treated by the Company as work-related and are subject to occasional interception, recording and monitoring without further notice. The Company will also monitor internet usage. You should not regard any such communications or use of the Company’s communications or IT systems as private.
Interception, recording and monitoring of communications is intended to protect the Company’s business interests, for example but without limitation, for the purposes of quality control, security of communication and IT systems, record-keeping and evidential requirements, detection and prevention of criminal activity or misconduct and to assist the Company to comply with relevant legal requirements.
Intercepted communications may be used as evidence in disciplinary or legal proceedings, including in any such action against you.
By transmitting, undertaking or receiving communication using Company property or on Company premises, you consent to the above terms.
Software that has not been authorized by the Company shall not be used on Company networks, personal computers, or workstations. If you use your home computer for carrying out any work relating to the Company, you shall not in the course of such work use any unlicensed or unauthorized software and shall not transfer any programs or data from your home computer to any Company network, personal computer, or workstation without first ensuring that such programs and any media on which they are transferred are virus-free.
Intellectual Property.
You assign to Company all copyright, design rights, rights to apply for patents, trademarks, domain names and other trade secret and proprietary rights (if any) for their full terms throughout the world in respect of all copyright works, inventions and designs originated, conceived, written or made by you during the course of your employment with the Company under this Agreement (the parties hereto hereby agree that all such work shall be treated as work for hire specially commissioned by Company). You further irrevocably and unconditionally waive in favor of Company all moral rights conferred on you in any part of the world.
You shall fully disclose work product data to Company and Company may at any time request information relating thereto. You agree to maintain adequate and current notes and records of all work performed during the course of your employment with Company, which records and notes are assigned to and shall be and remain the property of Company. You agree to promptly disclose, provide and describe to Company all such work.
You shall, at the request and expense of Company, do all things necessary or desirable to substantiate the rights of Company under this Article. You hereby irrevocably designate and appoint Company and its duly authorized officers and agents as your agents and attorneys-in-fact, coupled with an interest, to act for and on your behalf and instead of you to execute and file any document and to take all lawfully permitted acts to further the foregoing provisions with the same legal force and effect as if executed by you. The foregoing is deemed a power of attorney coupled with an interest and is irrevocable.
You shall cooperate in all ways necessary to ensure that Company may obtain, exercise, or protect its rights under this Article. You warrant that you have or will obtain full power and authority to carry out the provisions of this Article from all persons and other entities who perform any work relating to this Agreement or any subcontract related hereto.
To the extent any of the rights, title and interest in and to the work developed by you during your employment with Company cannot be assigned by you to Company, you hereby grant to Company and its successors an exclusive, royalty-free, transferable, irrevocable, perpetual, worldwide right and license (with rights to sublicense through multiple tiers of sub-licensees) to exercise and exploit all such non-assignable rights, title and interest.
You shall indemnify and hold harmless Company against all claims that your actions in performing the services under this Agreement or the use of any work product infringe the industrial or intellectual property rights of others. You agree to resist and defend, at your own expense, any such claims and to pay any royalties and other costs associated with any settlement of such claims, and any damages and costs awarded as the result of any action based on such claims.
You agree that you will not incorporate, or permit to be incorporated, anything conceived, reduced to practice, created, derived, developed or made by others into any work without Company’s prior written consent.
With respect to any information, documents and materials that Company is required to provide or does provide to you pursuant to this Agreement, you shall exercise due care to ensure that such documents and materials are sufficient for the performance of your work under this Agreement and that they contain no manifest errors or anomalies. You shall inform Company promptly in the event that you discover any error, omission or anomaly in any such document or material at any time.
Company Policies.
Various rules and policies exist for the effective and safe operation of the Company’s business and the welfare and interests of the Company’s employees, and you must comply with them. Please refer to the Company intranet or policy system for further details of those rules and policies. You are bound at all times by all the rules, policies, standards and regulations issued from time to time and applicable to you. From time to time the Company may alter the existing rules or policies or introduce new ones.
It is the policy of the Company to promote the health, safety and welfare at work of all its employees. Consistent with that policy, it is your responsibility to undertake your duties in such a way as not to endanger your own health and safety or that of your fellow employees, to use such safety equipment as may be provided, and to observe such safety regulations as may be, from time to time, in force. Breach of safety regulations is a serious disciplinary issue.
Company is an equal opportunities employer and believes that all employees should be treated fairly and equitably. All employees are considered equally regardless of race, color, national origin, sex, marital or civil partnership status, age, religion or belief, veteran status, disability or sexual orientation. This commitment to ensuring equality of opportunity applies to every phase of the employment relationship, and every effort is made to comply with this statement. Acts of discrimination (including harassment) by employees toward others are not tolerated and any such act will be treated as a matter of misconduct, which may result in disciplinary action, up to and including dismissal. Anyone who feels they have been subjected to an act of discrimination, including harassment, should raise this with their manager or, if inappropriate, with a director.
Arbitration.
Any dispute or controversy arising under or in connection with this Agreement or otherwise in connection with your employment by the Company that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration in in accordance with the rules of the before one arbitrator of exemplary qualifications and stature, who shall be selected jointly by an individual to be designated by the Company and an individual to be selected by you, or, if such two individuals cannot promptly agree on the selection of the arbitrator, who shall be selected by the .
The arbitrator shall allow for discovery sufficient to adequately arbitrate any claims. The award shall be in writing with sufficient explanation to allow for meaningful judicial review as permitted by law, and such decision shall be enforceable in any court of competent jurisdiction and shall be binding on the parties. The remedies available in arbitration shall be identical to those allowed at law.
The arbitrator may award reasonable attorneys’ fees and arbitration costs to the prevailing party, consistent with applicable law; provided, that no such award shall be made against you unless your positions are found to be frivolous or in bad faith.
No Assignability; Binding Agreement.
By You
This Agreement and all of your rights, duties, obligations, or interests hereunder shall not be assignable or delegable by you; provided, however, that you may, to the extent permitted under applicable law, select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following your death by giving written notice thereof. In the event of your death or judicial determination of incompetence, references to “you” shall be deemed to refer to your beneficiary, estate, or legal representative.
By the Company
This Agreement and any and all of the Company’s rights, duties, obligations or interests hereunder shall not be assignable by the Company, except as incident to a reorganization, merger, consolidation, or transfer of all or substantially all of the Company’s assets or another Change of Control. In the event of a corporate reorganization in which the Company is not the surviving corporation, the surviving entity shall assume and acknowledge the assumption of this Agreement.
Binding Effect
Effective as of the , this Agreement shall be binding upon and inure to the benefit of the parties hereto, any successors or permitted assigns of the Company, and your heirs and personal representatives.
Miscellaneous Additional Terms
Other Agreements and Governing Law
Other than with respect to the executed contemporaneously herewith, all other statements (if any) of the terms of your employment are hereby abrogated and superseded. In the event of any inconsistency between this Agreement and any company handbook in existence, this Agreement shall prevail. There are no collective agreements that directly affect the terms and conditions of your employment.
This Agreement shall be governed by and construed in accordance with the laws of , and the parties irrevocably submit to the exclusive jurisdiction of the courts of , where applicable.
Changes in Particulars of Employment
The Company reserves the right to make reasonable changes to any of your terms and conditions of employment.
You must notify the Company in writing:
of any change to your personal details including your name, address, and bank details as soon as reasonably practicable following such change; and
immediately, of any criminal conviction or if you become bankrupt, apply for or are subject to a receiving order, make any composition with your creditors, or commit any act of bankruptcy.
Assignment
You shall not assign, transfer, or subcontract any of your rights or obligations under this Agreement without the prior written consent of Company.
Invalidity
The parties acknowledge that the provisions of this Agreement are reasonable to protect Company’s legitimate business interests. If a court determines any scope of this Agreement to be too broad, it shall be modified to the extent enforceable.
Accrued Rights
The expiration or termination of this Agreement shall not affect provisions that are intended to survive termination or any accrued rights or remedies of the parties.
No Waiver
Failure by either party to exercise or enforce any right under this Agreement shall not constitute a waiver of that right.
Notices
Any notice must be given by first class prepaid post, overnight trackable courier, or email transmission (with postal confirmation) to the following:
To the Company:
Attention: [Company legal contact title]
To you:
At your last address on record with the Company.
Force Majeure
Neither party shall be liable to the other for loss or damage caused by events beyond its reasonable control, such as acts of government, pandemics, extreme weather, power shortages, or third-party failures.
Survival
Any clauses necessary for the interpretation or enforcement of this Agreement shall survive its termination.
Severability
If any provision or restrictive covenant is deemed unenforceable by a court, it shall be limited as necessary and remain enforceable. Unenforceability of one part shall not affect the remainder.
Counterparts
This Agreement may be executed in counterparts. Signatures delivered via facsimile or electronically (e.g., PDF) are valid.
Headings
Headings are for reference only and do not affect interpretation.
Directors and Officers Insurance
You are entitled to coverage under the Company’s directors’ and officers’ insurance policy, to the extent applicable.
Entire Agreement
This Agreement (and the ) constitutes the entire understanding between the parties and supersedes all prior agreements. It may only be modified in writing signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Fixed Term Employment Agreement as of the Effective Date.
