1. Terms of Employment

1.1 Position and Duties . During the term of this agreement, the Executive shall serve as [TITLE OR POSITION] and perform the duties commonly performed by an executive in that position, as well as any other duties that the Company may direct .

1.2 Dedication . The Executive shall devote all of Executive's business time to performing these duties .

1.3 Outside Activities . The Executive may

(a) serve on industry, trade, civic, or charitable boards or committees ,

(b) engage in charitable activities and community affairs , and

(c) manage personal investments and affairs ,

if these activities do not materially interfere with the proper performance of Executive's employment duties .

1. Power and Capacity . The Company represents and warrants that it has the corporate power and capacity to carry on business, to own properties and assets, and to execute, deliver, and perform its obligations under this agreement .

2. Representations and Warranties . [PARTY2] represents and warrants to [PARTY1] as follows, acknowledging that [PARTY1] is relying on these representations and warranties:

2.1 Existence . [PARTY2] is a corporation incorporated and existing under the laws of the jurisdiction of its incorporation .

2.2 Power and Capacity . [PARTY2] has the corporate power and capacity to carry on business, to own properties and assets, and to execute, deliver, and perform its obligations under this agreement .

1. General Provisions

1.1 Entire Agreement . This Agreement constitutes the entire agreement between the parties relating to its subject matter . It supersedes all previous written or oral agreements and understandings . There are no representations, covenants, or other terms other than those set forth in this agreement .

1.2 Amendments . This Agreement may only be amended by a written document signed by both parties .

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

1.4 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. .

1. Definitions . In this Agreement, the following definitions apply:

1.1 " Notice " means any notice, request, direction, or other document that a party can or must make or give under this agreement .

1.2 " Person " includes any individual, corporation, company, partnership, Governmental Authority, joint venture, association, trust, or any other entity .

1.3 " Term " has the meaning set out in section 8.1 (Term). .

1. Definitions . In this Agreement, the following definitions apply:

1.1 " Notice " means any notice, request, direction, or other document that a party can or must make or give under this agreement .

1.2 " Person " includes any individual, corporation, company, partnership, Governmental Authority, joint venture, association, trust, or any other entity .

1. Excluded Information . The restrictions of this agreement on use and disclosure of Confidential Information will not apply to (a) information that is or becomes publicly known without the breach of this Agreement, (b) information that at the time of disclosure under this Agreement is already known to the Receiving Party without any restriction on its disclosure, (c) information that is or subsequently comes into the possession of the Receiving Party from a third party without violation of any contractual or legal obligation, (d) information that is independently developed by the Receiving Party without the use of Confidential Information or breach of this Agreement, and (e) information that is approved for disclosure in writing by the Disclosing Party.

1. Excluded Information . The restrictions of this agreement on use and disclosure of Confidential Information will not apply to

(a) information that is or becomes publicly known without the breach of this Agreement,

b) information that at the time of disclosure under this Agreement is already known to the Receiving Party without any restriction on its disclosure,

(c) information that is or subsequently comes into the possession of the Receiving Party from a third party without violation of any contractual or legal obligation,

(d) information that is independently developed by the Receiving Party without the use of Confidential Information or breach of this Agreement, and

(e) information that is approved for disclosure in writing by the Disclosing Party.

1. Excluded Information . The restrictions of this agreement on use and disclosure of Confidential Information will not apply to the following:

(a) Public Information . information that is or becomes publicly known without the breach of this Agreement,

(b) Known Information . information that at the time of disclosure under this Agreement is already known to the Receiving Party without any restriction on its disclosure,

(c) Third Party Source . information that is or subsequently comes into the possession of the Receiving Party from a third party without violation of any contractual or legal obligation,

(d) Independently Developed . information that is independently developed by the Receiving Party without the use of Confidential Information or breach of this Agreement, and

(e) Approved for Release . information that is approved for disclosure in writing by the Disclosing Party.