Operations & Sales Roles Employment Agreement Terms
EAST COAST FACILITIES, INC. EMPLOYMENT AGREEMENT
This Agreement is dated this [enter day] day of [enter month] [enter year] between East Coast Facilities, Inc. ("Employer") and [First & Last Name] ("Employee").
1. Term of Employment
The employment relationship between Employer and Employee is at-will, modified by the provisions herein. Employer may terminate Employee’s employment (i) for Cause or (ii) without Cause, in which case Employee shall be entitled to the Severance described in Section 2.1. This modification does not alter the at-will nature of the employment except as expressly stated. Notwithstanding the foregoing, the Employer reserves the right to eliminate positions, including the Employee's position, or implement reductions in force at specific locations or company-wide, due to economic or business conditions (e.g., lack of work, revenue declines, contract losses, market downturns, or restructuring), without such action constituting a termination without Cause or triggering severance under Section 2.1, provided the decision is based on legitimate, non-discriminatory business reasons and complies with applicable laws (including federal/state WARN Acts for mass layoffs).
"Cause" means (a) Conviction, guilty plea, or plea of nolo contendere to (i) any felony or (ii) any misdemeanor involving fraud, dishonesty, theft, embezzlement, violence, harassment, or other moral turpitude; or any conduct (whether or not charged) involving fraud, embezzlement, misappropriation, or material dishonesty toward the Company; (b) willful misconduct or gross negligence causing material harm to Employer; (c) material breach of this Agreement that remains uncured after thirty (30) days’ written notice; or (d) repeated and material failure to perform assigned duties after written notice and a reasonable opportunity to cure; provided, however, that the Employer shall not be required to provide an indefinite number of notices for substantially similar performance deficiencies.
Employee shall not be subject to a material demotion, involuntary transfer, or disciplinary action that reduces responsibilities, status, or compensation except for Cause and upon prior written notice specifying the reasons. Notwithstanding the foregoing, the Employer may implement temporary or permanent reductions in base compensation, bonuses, or benefits, or adjustments to responsibilities, as part of broadly applied, non-discriminatory company-wide measures necessitated by economic or business conditions (e.g., revenue declines, market downturns, or restructuring to avoid layoffs), provided that:
In the event of conflict between this Agreement and any Employer policy, this Agreement shall control, except as modified by this provision for economic adjustments or position eliminations.
2. Compensation
Employee’s starting compensation, base salary, and target bonus are set forth in Addendum A attached to this Employment Agreement and shall not be reduced during the term of employment except by mutual written agreement or in connection with company-wide executive compensation changes applied consistently and on a nondiscriminatory basis. Bonus payment timing and conditions are governed by the terms of the Employee's applicable Bonus Plan, which may vary and shall comply with applicable state wage payment laws.
2.1 Severance Upon Termination Without Cause
If Employer terminates Employee without Cause, Employee shall receive the following severance benefits, subject to (i) Employee's execution and non-revocation of a customary release of claims (in a form provided by Employer, allowing at least 21 days for review and 7 days for revocation if applicable under the Older Workers Benefit Protection Act), (ii) Employee's compliance with all post-employment obligations under this Agreement (including Sections 5, 6, and 7), and (iii) applicable state law regarding wage payments and releases:
2.1.1 Salary Continuation
Two (2) weeks of base salary if termination without Cause occurs within the first twelve (12) months of employment, and one (1) month of base salary if termination without Cause occurs thereafter, payable in accordance with normal payroll practices and subject to standard withholdings.
2.1.2 Bonus Protection
(i) Any earned but unpaid bonus for the prior fiscal year, and (ii) a pro-rated portion of the target bonus for the year of termination, each payable at the time specified in the applicable Bonus Plan and in compliance with state wage laws (e.g., as final wages where required).
2.1.3 Accrued Leave
Payout of any accrued but unused vacation in accordance with Section 4.1, the applicable Bonus Plan, and state law (e.g., mandatory payout in states like IL, OH, KY, IN, PA, NJ, VA, MD, DE, NY, CT, MA; discretionary in FL).
3. Job Duties
The Employee shall perform the duties and responsibilities associated with the position of [Job Title], as detailed in the attached Addendum B (Job Description). The Employee agrees to devote their full professional time, attention, and energy during normal business hours to the performance of these duties and to act at all times in the best interests of the Employer. The Employee shall diligently and faithfully carry out all assigned tasks to the best of their ability, in compliance with the Employer’s lawful policies and procedures.
While employed full-time by the Employer, the Employee shall not engage in any other employment, consulting, self-employment, or business venture that directly or indirectly competes with the Employer’s business, creates an actual or potential conflict of interest, or materially interferes with the Employee’s ability to fully and effectively perform their duties during normal working hours.
Passive investments (such as stocks, mutual funds, ETFs, or rental properties managed by third parties), part-time work, or other outside activities that do not compete with the Employer, create a conflict of interest, or impact job performance or availability are generally permitted. Employees are encouraged to disclose significant outside commitments to their manager in advance for transparency, though prior approval is not required unless the activity could reasonably be perceived as conflicting.
The Employer values work-life balance and respects the Employee’s personal time outside of scheduled work hours. This policy is intended to ensure focus and excellence in the Employee’s primary role, not to restrict legitimate personal financial planning or non-competitive pursuits.
4. Benefits
Employee will be entitled to participate in Employer’s employee benefit programs in accordance with Employer’s Benefits Guidance Policy and applicable state law.
4.1 Paid Time Off
Employee shall be entitled to paid time off, including vacation days and sick days, in accordance with Employer’s Benefits Guidance Policy and state-specific requirements (e.g., mandatory sick leave in CT, NY, NJ, IL; accrual caps in MA, MD).
5. Confidentiality and Non-Disclosure
Employer may provide Employee with confidential and proprietary information, including but not limited to customer data, business plans, pricing, financial information, operational methods, software, and other non-public materials (“Confidential Information”).
Employee agrees: (a) to hold all Confidential Information in strict confidence and use it solely for Employer’s business; (b) not to disclose such information to third parties without Employer’s written consent; (c) to return all such materials upon request or termination; and (d) to promptly notify Employer of any subpoena, court order, or legal requirement to disclose Confidential Information, allowing Employer to seek protective measures.
Confidential Information does not include information that (i) was lawfully in Employee’s possession without obligation of confidentiality and demonstrably documented prior to disclosure by Employer; (ii) becomes public through no wrongful act or omission of Employee; (iii) is independently developed by Employee outside the scope of employment and without use of Employer’s Confidential Information or resources; or (iv) is rightfully disclosed to Employee by a third party not under a duty of confidentiality to Employer. This Section survives termination and is enforceable to the extent permitted by applicable state law.
6. Non-Competition
This provision is intended to protect Employer's legitimate business interests, including confidential information, customer relationships, and goodwill. During the term of employment and for a period of twelve (12) months following termination (regardless of the reason for termination, including if terminated for Cause), the Employee shall not, directly or indirectly, engage in employment, consulting, ownership (except for passive investments of less than 5% in publicly traded companies), or any other business relationship with any entity that directly competes with the Employer’s business, if such activities involve or utilize knowledge gained from any service center where the Employee worked, managed, supported, or otherwise had exposure to the Employer’s employees, clients, operations, trade secrets, or market-specific information. This restriction shall apply within a 50-mile radius of the Employer’s headquarters or any such service center.
State-Specific Carve-Outs and Compliance: This Section is subject to the laws of the state where Employee principally performs services ("Employee's State"). Where state law prohibits or limits non-compete agreements:
7. Non-Solicitation
For twenty-four (24) months following termination, Employee shall not, directly or indirectly: (a) solicit Employer’s customers with whom Employee had material business contact in the prior twenty-four (24) months for competing services (excluding general advertising or responding to unsolicited inquiries); (b) solicit or hire Employer’s employees or contractors; or (c) intentionally interfere with Employer’s existing business relationships. "Solicit" means active inducement, not passive acceptance.
State-Specific Compliance: Subject to Employee's State law; e.g., in NY and MA, limited for low-wage workers; reformation permitted where reasonable. If unenforceable, courts may blue pencil. This Section survives termination.
8. Works for Hire and Inventions
All information, materials, inventions, developments, or works created by Employee within the scope of employment (including during non-working hours if using Employer resources) shall be Employer's property as "works for hire." Employee assigns all rights, title, and interest therein to Employer. Employee shall assist Employer in perfecting such rights at Employer's expense.
This does not apply to works created entirely on Employee’s own time without use of Employer’s resources or Confidential Information, and not related to Employer’s business. Employee shall disclose any such pre-existing inventions in writing at hiring.
9. Return of Property and Cooperation
Upon termination or request, Employee shall return all Employer property (e.g., devices, documents, access codes). Employee agrees to cooperate post-termination in any litigation or investigation involving Employer, at Employer's expense for reasonable time spent.
10. Dispute Resolution
The Employer and Employee have entered into this Agreement in the belief that it is mutually advantageous to each of them. It is with the same spirit of cooperation that they pledge to attempt, in good faith, to amicably resolve any dispute. Therefore, if a dispute arises, the parties shall utilize the following procedures. If a party commences any legal action, other than as provided for in Paragraph 10.4 hereof, without having first complied with all of the provisions of this Paragraph 10 regarding Dispute Resolution, the other party shall be entitled to a thirty (30) day abatement or stay of the action upon filing the appropriate procedural application and bringing this provision to the attention of the court or other legal authority having jurisdiction.
If either party fails to comply with the timelines or procedures set forth in this Paragraph 10, the other party may demand in writing that the non-complying party cure such failure within a reasonable period (not to exceed ten (10) business days). Failure to cure within that time shall permit the demanding party to proceed to the next step of the dispute-resolution process, including arbitration, as applicable.
10.1 Initiation of Procedure
Should a dispute arise, the initiating party (meaning, that party asserting the existence of a dispute) shall give written notice to the other party, describing the exact nature of the dispute, its/his/her claim(s) for relief and identifying one or more individuals with authority to resolve the dispute on such party’s behalf. The responding party shall have five (5) business days within which to designate in writing one or more individuals with authority to resolve the dispute (“Authorized Individuals”). The Employee may name themself as the Authorized Individual on their behalf or may choose another individual.
10.2 Direct Negotiations
The Authorized Individuals shall be entitled to investigate the Dispute as they deem appropriate, but agree to meet promptly, and in no event later than fifteen (15) days from the date of the initiating party’s written notice, to negotiate a resolution of the Dispute. Authorized Individuals shall meet in person or by electronic transmission at times and places as they may agree. However, if the Dispute has not been resolved within fifteen (15) days from the date of their initial meeting, the parties shall cease direct negotiations and shall submit the Dispute to mediation in accordance with the procedure described below.
10.3 Mediation
In mediation, each party shall be represented by persons with authority to negotiate a resolution of the Dispute.
10.3.1
Within five (5) business days after the parties cease initial negotiations, the parties shall make a good faith effort to select a mutually convenient location for mediation, preferably in the county and state where the Employee principally works or worked. Mediation may be conducted virtually if agreed by the parties or determined by the mediator to be appropriate. If the parties cannot timely agree on a location or format, the mediation shall be held virtually or, if in-person is required, in the state where the Employee principally works or worked.
10.3.2
Within five (5) business days after the parties agree upon a location for the mediation, or the location is determined pursuant to 10.3.1 hereof, the parties shall make a good faith effort to select a person to mediate the Dispute. If the parties are unable to agree on a mediator, the American Arbitration Association ("AAA"), or such other independent dispute resolution organization as shall be approved by the Employer, shall be asked to supply a list of at least five (5) potentially qualified attorney-mediators within ten (10) business days. Within five (5) business days after receipt of the list, the parties shall rank the proposed mediators in numerical order of preference, simultaneously exchange such lists, and the individual receiving the highest combined ranking shall be the mediator. If such person is not available, the parties shall proceed to contact the individual who was the next highest in ranking.
10.3.3
The parties and the mediator shall determine a convenient date for the mediation; however, if the parties are unable to agree, the mediator shall set the date. Both parties shall attempt in good faith to agree on procedures for the expeditious exchange of information in the possession of the other party which is desired to prepare for the mediation. Each party will deliver a concise summary of its view on the Dispute to the mediator at least seven (7) days before the first scheduled mediation session.
10.3.4
The mediator shall determine the format for the mediation and the mediation session shall be private. The mediator shall keep confidential all information learned in private caucus with any party unless specifically authorized by such party to make disclosure of the information. The parties agree that the mediation shall be governed by such rules as the mediator shall prescribe before the first scheduled session.
10.3.5
Both parties agree to participate in the mediation to its conclusion. The mediation shall be terminated by: (1) the execution of a settlement agreement; or (2) a declaration by the mediator that mediation is terminated; or (3) a declaration by both parties (and not by one of the parties unilaterally) that the mediation is terminated at the conclusion of one full day’s session.
10.3.6
The fees and expenses of the mediator shall be shared equally by the parties. The mediator shall be disqualified as a witness, expert or counsel for any party with respect to the Dispute and any related matters. Mediation is a compromise negotiation for purposes of Federal Rules of Evidence and constitutes privileged communication under applicable state law. The entire mediation process is confidential, and any statements, offers, views and opinions shall not be discoverable or admissible in any legal proceeding for any purpose; provided, however, that evidence which is otherwise discoverable or admissible is not excluded from discovery or admission as a result of its use in the mediation.
State-Specific Compliance: This process is governed by the Federal Arbitration Act (FAA) to the extent permitted. In states limiting arbitration of certain claims (e.g., discrimination in NY; sexual harassment in NJ), such claims may proceed in court.
10.4 Arbitration
Any controversy, dispute or claim between Employee and the Employer, or its officers, agents or other employees, shall be settled by binding arbitration, at the request of either party, provided the procedures in paragraphs 10.2 and 10.3 have first been satisfied. The arbitrability of any controversy, dispute or claim under this policy shall be determined by application of the substantive provisions of the FAA (9 U.S.C. §§ 1 and 2) and by application of the procedural provisions of the AAA. Arbitration shall be the exclusive method for resolving any Dispute; provided, however, that either party may request provisional relief from a court of competent jurisdiction in Employee's State.
10.4.1
The claims which are to be arbitrated under this policy include, but are not limited to claims for wages and other compensation, claims for breach of contract (express or implied), claims for violation of public policy, wrongful termination, tort claims, claims for unlawful discrimination and/or harassment (including, but not limited to, race, religious creed, color, national origin, ancestry, physical or mental disability, gender identity or expression, medical condition (cancer related or genetic characteristic), marital status, age (over 40), pregnancy, sex or sexual orientation) to the extent allowed by law and state-specific exceptions (e.g., NY discrimination claims), and claims for violation of any federal, state, or other government law, statute, regulation, or ordinance, except for claims for workers' compensation and unemployment insurance benefits.
10.4.2
The Employee and the Employer will select an arbitrator by mutual agreement. If the Employee and the Employer are unable to agree on a neutral arbitrator, either party may elect to obtain a list of arbitrators from the AAA, or any other reputable dispute resolution organization. The Employee and the Employer will alternately strike names from the list, with the Employee striking the first name, until only one name remains. The remaining person shall be the arbitrator.
10.4.3
The demand for arbitration must be in writing and must be made by the aggrieved party within the statute of limitations period provided under applicable state and/or federal law for the particular claim. Failure to make a written demand within the applicable statutory period constitutes a waiver to raise that claim in any forum. Arbitration proceedings will be held in the county and state where the Employee works or worked (Employee's State).
10.4.4
The arbitrator shall apply applicable state and/or federal substantive law to determine issues of liability and damages regarding all claims to be arbitrated, and shall apply the Federal rules of evidence to the proceeding. The parties shall be entitled to conduct reasonable discovery, including conducting depositions, requesting documents and requesting responses to interrogatories, and the arbitrator shall have the authority to determine what constitutes reasonable discovery. The arbitrator shall hear motions for summary disposition as provided in the Federal rules of civil procedure and applicable case law.
10.4.5
Within thirty days following the hearing and the submission of the matter to the arbitrator, the arbitrator shall issue a “reasoned” decision and award, which shall be signed and dated. The arbitrator's decision shall decide all issues submitted by the parties, and the arbitrator may not decide any issue not submitted. The arbitrator shall be authorized to award only those remedies in law or equity which are requested by the parties and allowed by law.
10.4.6
The cost of the arbitrator and other incidental costs of arbitration, which would not otherwise be incurred in a court proceeding, shall be borne by the Employer. The parties shall each bear their own costs and attorneys' fees in any arbitration proceeding, except as provided by statute (e.g., fee-shifting in wage claims under state law).
10.4.7
Both the Employer and Employee understand that by using arbitration to resolve disputes they are giving up any right that they may have to a judge or jury trial with regard to all issues concerning the parties’ relationship.
10.4.8
Either party may seek to confirm and/or enforce the arbitration award in any competent court of law in Employee's State. However, there shall be no right to appeal the arbitration award.
11. Miscellaneous
No provision of this Agreement may be amended, modified, waived or discharged unless such amendment, modification, waiver or discharge is agreed to in writing signed by Employee and on behalf of Employer by Employer’s designated representative. No waiver by either party at any time of any breach by the other party of or compliance with any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, have been made by either party which are not set forth expressly in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of Employee's State, without regard to conflict of laws principles, to the extent not preempted by federal law (e.g., FAA). This Agreement is not intended to confer any rights on third parties.
12. Section Headings
The section headings appearing in this Agreement have been inserted for the purpose of convenience and ready reference. They are not intended to, and do not define, limit, or extend the scope or intent of the provision to which they pertain.
13. Severability
If any term, covenant or condition of this Agreement or the application thereof to any person or circumstance is determined to be invalid or unenforceable under Employee's State law, the remainder of the Agreement will not be affected thereby and will continue to be valid and enforceable to the fullest extent permitted by law. Courts may reform overbroad provisions (e.g., non-competes) to the extent allowed by Employee's State law.
14. Survival of Terms
Notwithstanding any other provision in this Agreement to the contrary, the provisions of Sections 5, 6, 7, 8, 9, and 10 hereof shall survive termination of this Agreement and shall not merge therewith.
15. Notices
(a) Any notice required or permitted to be given to the Employee shall be sufficiently given if delivered to the Employee personally, emailed to their last known email, or mailed by registered mail to the Employee’s address last known to the Employer. (b) Any notice required or permitted to be given to the Employer shall be sufficiently given if delivered to or emailed/mailed by registered mail to the Employer at its registered office. (c) Any notice given pursuant to and in accordance with this paragraph shall be deemed to be received by the recipient on the third business day after mailing, if sent by registered mail, on the day of delivery if by hand or email (with read receipt).
INTENDING TO BE BOUND, this Agreement has been duly executed and delivered by Employee and by the duly authorized officer of Employer on the date first above written.
EMPLOYEE:
By: _________________________
[First & Last Name]
Date: _______________________
EAST COAST FACILITIES, INC.:
By: ______________________
Maureen H. Thomson
Title: Chief Financial Officer
Date: _______________________
ADDENDUM A
EAST COAST FACILITIES [Title] – [First & Last Name] COMPENSATION
• [List Compensation Package, including base salary, target bonus structure, and reference to Bonus Plan for payment terms]
ADDENDUM B
EAST COAST FACILITIES [Title] - JOB DESCRIPTION
[Attach Job Description at time of hire]
This Agreement is dated this [enter day] day of [enter month] [enter year] between East Coast Facilities, Inc. ("Employer") and [First & Last Name] ("Employee").
1. Term of Employment
The employment relationship between Employer and Employee is at-will, modified by the provisions herein. Employer may terminate Employee’s employment (i) for Cause or (ii) without Cause, in which case Employee shall be entitled to the Severance described in Section 2.1. This modification does not alter the at-will nature of the employment except as expressly stated. Notwithstanding the foregoing, the Employer reserves the right to eliminate positions, including the Employee's position, or implement reductions in force at specific locations or company-wide, due to economic or business conditions (e.g., lack of work, revenue declines, contract losses, market downturns, or restructuring), without such action constituting a termination without Cause or triggering severance under Section 2.1, provided the decision is based on legitimate, non-discriminatory business reasons and complies with applicable laws (including federal/state WARN Acts for mass layoffs).
"Cause" means (a) Conviction, guilty plea, or plea of nolo contendere to (i) any felony or (ii) any misdemeanor involving fraud, dishonesty, theft, embezzlement, violence, harassment, or other moral turpitude; or any conduct (whether or not charged) involving fraud, embezzlement, misappropriation, or material dishonesty toward the Company; (b) willful misconduct or gross negligence causing material harm to Employer; (c) material breach of this Agreement that remains uncured after thirty (30) days’ written notice; or (d) repeated and material failure to perform assigned duties after written notice and a reasonable opportunity to cure; provided, however, that the Employer shall not be required to provide an indefinite number of notices for substantially similar performance deficiencies.
Employee shall not be subject to a material demotion, involuntary transfer, or disciplinary action that reduces responsibilities, status, or compensation except for Cause and upon prior written notice specifying the reasons. Notwithstanding the foregoing, the Employer may implement temporary or permanent reductions in base compensation, bonuses, or benefits, or adjustments to responsibilities, as part of broadly applied, non-discriminatory company-wide measures necessitated by economic or business conditions (e.g., revenue declines, market downturns, or restructuring to avoid layoffs), provided that:
- Such measures are applied consistently to similarly situated employees (including executives); and
- Advance written notice is provided (at least 30 days where feasible).
In the event of conflict between this Agreement and any Employer policy, this Agreement shall control, except as modified by this provision for economic adjustments or position eliminations.
2. Compensation
Employee’s starting compensation, base salary, and target bonus are set forth in Addendum A attached to this Employment Agreement and shall not be reduced during the term of employment except by mutual written agreement or in connection with company-wide executive compensation changes applied consistently and on a nondiscriminatory basis. Bonus payment timing and conditions are governed by the terms of the Employee's applicable Bonus Plan, which may vary and shall comply with applicable state wage payment laws.
2.1 Severance Upon Termination Without Cause
If Employer terminates Employee without Cause, Employee shall receive the following severance benefits, subject to (i) Employee's execution and non-revocation of a customary release of claims (in a form provided by Employer, allowing at least 21 days for review and 7 days for revocation if applicable under the Older Workers Benefit Protection Act), (ii) Employee's compliance with all post-employment obligations under this Agreement (including Sections 5, 6, and 7), and (iii) applicable state law regarding wage payments and releases:
2.1.1 Salary Continuation
Two (2) weeks of base salary if termination without Cause occurs within the first twelve (12) months of employment, and one (1) month of base salary if termination without Cause occurs thereafter, payable in accordance with normal payroll practices and subject to standard withholdings.
2.1.2 Bonus Protection
(i) Any earned but unpaid bonus for the prior fiscal year, and (ii) a pro-rated portion of the target bonus for the year of termination, each payable at the time specified in the applicable Bonus Plan and in compliance with state wage laws (e.g., as final wages where required).
2.1.3 Accrued Leave
Payout of any accrued but unused vacation in accordance with Section 4.1, the applicable Bonus Plan, and state law (e.g., mandatory payout in states like IL, OH, KY, IN, PA, NJ, VA, MD, DE, NY, CT, MA; discretionary in FL).
3. Job Duties
The Employee shall perform the duties and responsibilities associated with the position of [Job Title], as detailed in the attached Addendum B (Job Description). The Employee agrees to devote their full professional time, attention, and energy during normal business hours to the performance of these duties and to act at all times in the best interests of the Employer. The Employee shall diligently and faithfully carry out all assigned tasks to the best of their ability, in compliance with the Employer’s lawful policies and procedures.
While employed full-time by the Employer, the Employee shall not engage in any other employment, consulting, self-employment, or business venture that directly or indirectly competes with the Employer’s business, creates an actual or potential conflict of interest, or materially interferes with the Employee’s ability to fully and effectively perform their duties during normal working hours.
Passive investments (such as stocks, mutual funds, ETFs, or rental properties managed by third parties), part-time work, or other outside activities that do not compete with the Employer, create a conflict of interest, or impact job performance or availability are generally permitted. Employees are encouraged to disclose significant outside commitments to their manager in advance for transparency, though prior approval is not required unless the activity could reasonably be perceived as conflicting.
The Employer values work-life balance and respects the Employee’s personal time outside of scheduled work hours. This policy is intended to ensure focus and excellence in the Employee’s primary role, not to restrict legitimate personal financial planning or non-competitive pursuits.
4. Benefits
Employee will be entitled to participate in Employer’s employee benefit programs in accordance with Employer’s Benefits Guidance Policy and applicable state law.
4.1 Paid Time Off
Employee shall be entitled to paid time off, including vacation days and sick days, in accordance with Employer’s Benefits Guidance Policy and state-specific requirements (e.g., mandatory sick leave in CT, NY, NJ, IL; accrual caps in MA, MD).
5. Confidentiality and Non-Disclosure
Employer may provide Employee with confidential and proprietary information, including but not limited to customer data, business plans, pricing, financial information, operational methods, software, and other non-public materials (“Confidential Information”).
Employee agrees: (a) to hold all Confidential Information in strict confidence and use it solely for Employer’s business; (b) not to disclose such information to third parties without Employer’s written consent; (c) to return all such materials upon request or termination; and (d) to promptly notify Employer of any subpoena, court order, or legal requirement to disclose Confidential Information, allowing Employer to seek protective measures.
Confidential Information does not include information that (i) was lawfully in Employee’s possession without obligation of confidentiality and demonstrably documented prior to disclosure by Employer; (ii) becomes public through no wrongful act or omission of Employee; (iii) is independently developed by Employee outside the scope of employment and without use of Employer’s Confidential Information or resources; or (iv) is rightfully disclosed to Employee by a third party not under a duty of confidentiality to Employer. This Section survives termination and is enforceable to the extent permitted by applicable state law.
6. Non-Competition
This provision is intended to protect Employer's legitimate business interests, including confidential information, customer relationships, and goodwill. During the term of employment and for a period of twelve (12) months following termination (regardless of the reason for termination, including if terminated for Cause), the Employee shall not, directly or indirectly, engage in employment, consulting, ownership (except for passive investments of less than 5% in publicly traded companies), or any other business relationship with any entity that directly competes with the Employer’s business, if such activities involve or utilize knowledge gained from any service center where the Employee worked, managed, supported, or otherwise had exposure to the Employer’s employees, clients, operations, trade secrets, or market-specific information. This restriction shall apply within a 50-mile radius of the Employer’s headquarters or any such service center.
State-Specific Carve-Outs and Compliance: This Section is subject to the laws of the state where Employee principally performs services ("Employee's State"). Where state law prohibits or limits non-compete agreements:
- In NY, this is unenforceable except for highly compensated individuals (average cash compensation ≥ $500,000 over prior 3 years) or in connection with a business sale.
- In MA, limited to 1 year max, requires garden leave (50% base salary) or other consideration, and unenforceable for non-executives in certain roles.
- In IL, unenforceable if base salary < $75,000 (adjusted annually); requires 14-day review and written notice.
- In VA, unenforceable if base salary < $73,320; requires 15-day review.
- In CT, unenforceable if base salary < threshold (adjusted); requires 15-day review.
- In all states: If any portion is deemed unenforceable, a court may reform (e.g., blue pencil) to the maximum extent permitted to protect Employer's interests, without invalidating the remainder. If wholly unenforceable under Employee's State law, this Section is void.
7. Non-Solicitation
For twenty-four (24) months following termination, Employee shall not, directly or indirectly: (a) solicit Employer’s customers with whom Employee had material business contact in the prior twenty-four (24) months for competing services (excluding general advertising or responding to unsolicited inquiries); (b) solicit or hire Employer’s employees or contractors; or (c) intentionally interfere with Employer’s existing business relationships. "Solicit" means active inducement, not passive acceptance.
State-Specific Compliance: Subject to Employee's State law; e.g., in NY and MA, limited for low-wage workers; reformation permitted where reasonable. If unenforceable, courts may blue pencil. This Section survives termination.
8. Works for Hire and Inventions
All information, materials, inventions, developments, or works created by Employee within the scope of employment (including during non-working hours if using Employer resources) shall be Employer's property as "works for hire." Employee assigns all rights, title, and interest therein to Employer. Employee shall assist Employer in perfecting such rights at Employer's expense.
This does not apply to works created entirely on Employee’s own time without use of Employer’s resources or Confidential Information, and not related to Employer’s business. Employee shall disclose any such pre-existing inventions in writing at hiring.
9. Return of Property and Cooperation
Upon termination or request, Employee shall return all Employer property (e.g., devices, documents, access codes). Employee agrees to cooperate post-termination in any litigation or investigation involving Employer, at Employer's expense for reasonable time spent.
10. Dispute Resolution
The Employer and Employee have entered into this Agreement in the belief that it is mutually advantageous to each of them. It is with the same spirit of cooperation that they pledge to attempt, in good faith, to amicably resolve any dispute. Therefore, if a dispute arises, the parties shall utilize the following procedures. If a party commences any legal action, other than as provided for in Paragraph 10.4 hereof, without having first complied with all of the provisions of this Paragraph 10 regarding Dispute Resolution, the other party shall be entitled to a thirty (30) day abatement or stay of the action upon filing the appropriate procedural application and bringing this provision to the attention of the court or other legal authority having jurisdiction.
If either party fails to comply with the timelines or procedures set forth in this Paragraph 10, the other party may demand in writing that the non-complying party cure such failure within a reasonable period (not to exceed ten (10) business days). Failure to cure within that time shall permit the demanding party to proceed to the next step of the dispute-resolution process, including arbitration, as applicable.
10.1 Initiation of Procedure
Should a dispute arise, the initiating party (meaning, that party asserting the existence of a dispute) shall give written notice to the other party, describing the exact nature of the dispute, its/his/her claim(s) for relief and identifying one or more individuals with authority to resolve the dispute on such party’s behalf. The responding party shall have five (5) business days within which to designate in writing one or more individuals with authority to resolve the dispute (“Authorized Individuals”). The Employee may name themself as the Authorized Individual on their behalf or may choose another individual.
10.2 Direct Negotiations
The Authorized Individuals shall be entitled to investigate the Dispute as they deem appropriate, but agree to meet promptly, and in no event later than fifteen (15) days from the date of the initiating party’s written notice, to negotiate a resolution of the Dispute. Authorized Individuals shall meet in person or by electronic transmission at times and places as they may agree. However, if the Dispute has not been resolved within fifteen (15) days from the date of their initial meeting, the parties shall cease direct negotiations and shall submit the Dispute to mediation in accordance with the procedure described below.
10.3 Mediation
In mediation, each party shall be represented by persons with authority to negotiate a resolution of the Dispute.
10.3.1
Within five (5) business days after the parties cease initial negotiations, the parties shall make a good faith effort to select a mutually convenient location for mediation, preferably in the county and state where the Employee principally works or worked. Mediation may be conducted virtually if agreed by the parties or determined by the mediator to be appropriate. If the parties cannot timely agree on a location or format, the mediation shall be held virtually or, if in-person is required, in the state where the Employee principally works or worked.
10.3.2
Within five (5) business days after the parties agree upon a location for the mediation, or the location is determined pursuant to 10.3.1 hereof, the parties shall make a good faith effort to select a person to mediate the Dispute. If the parties are unable to agree on a mediator, the American Arbitration Association ("AAA"), or such other independent dispute resolution organization as shall be approved by the Employer, shall be asked to supply a list of at least five (5) potentially qualified attorney-mediators within ten (10) business days. Within five (5) business days after receipt of the list, the parties shall rank the proposed mediators in numerical order of preference, simultaneously exchange such lists, and the individual receiving the highest combined ranking shall be the mediator. If such person is not available, the parties shall proceed to contact the individual who was the next highest in ranking.
10.3.3
The parties and the mediator shall determine a convenient date for the mediation; however, if the parties are unable to agree, the mediator shall set the date. Both parties shall attempt in good faith to agree on procedures for the expeditious exchange of information in the possession of the other party which is desired to prepare for the mediation. Each party will deliver a concise summary of its view on the Dispute to the mediator at least seven (7) days before the first scheduled mediation session.
10.3.4
The mediator shall determine the format for the mediation and the mediation session shall be private. The mediator shall keep confidential all information learned in private caucus with any party unless specifically authorized by such party to make disclosure of the information. The parties agree that the mediation shall be governed by such rules as the mediator shall prescribe before the first scheduled session.
10.3.5
Both parties agree to participate in the mediation to its conclusion. The mediation shall be terminated by: (1) the execution of a settlement agreement; or (2) a declaration by the mediator that mediation is terminated; or (3) a declaration by both parties (and not by one of the parties unilaterally) that the mediation is terminated at the conclusion of one full day’s session.
10.3.6
The fees and expenses of the mediator shall be shared equally by the parties. The mediator shall be disqualified as a witness, expert or counsel for any party with respect to the Dispute and any related matters. Mediation is a compromise negotiation for purposes of Federal Rules of Evidence and constitutes privileged communication under applicable state law. The entire mediation process is confidential, and any statements, offers, views and opinions shall not be discoverable or admissible in any legal proceeding for any purpose; provided, however, that evidence which is otherwise discoverable or admissible is not excluded from discovery or admission as a result of its use in the mediation.
State-Specific Compliance: This process is governed by the Federal Arbitration Act (FAA) to the extent permitted. In states limiting arbitration of certain claims (e.g., discrimination in NY; sexual harassment in NJ), such claims may proceed in court.
10.4 Arbitration
Any controversy, dispute or claim between Employee and the Employer, or its officers, agents or other employees, shall be settled by binding arbitration, at the request of either party, provided the procedures in paragraphs 10.2 and 10.3 have first been satisfied. The arbitrability of any controversy, dispute or claim under this policy shall be determined by application of the substantive provisions of the FAA (9 U.S.C. §§ 1 and 2) and by application of the procedural provisions of the AAA. Arbitration shall be the exclusive method for resolving any Dispute; provided, however, that either party may request provisional relief from a court of competent jurisdiction in Employee's State.
10.4.1
The claims which are to be arbitrated under this policy include, but are not limited to claims for wages and other compensation, claims for breach of contract (express or implied), claims for violation of public policy, wrongful termination, tort claims, claims for unlawful discrimination and/or harassment (including, but not limited to, race, religious creed, color, national origin, ancestry, physical or mental disability, gender identity or expression, medical condition (cancer related or genetic characteristic), marital status, age (over 40), pregnancy, sex or sexual orientation) to the extent allowed by law and state-specific exceptions (e.g., NY discrimination claims), and claims for violation of any federal, state, or other government law, statute, regulation, or ordinance, except for claims for workers' compensation and unemployment insurance benefits.
10.4.2
The Employee and the Employer will select an arbitrator by mutual agreement. If the Employee and the Employer are unable to agree on a neutral arbitrator, either party may elect to obtain a list of arbitrators from the AAA, or any other reputable dispute resolution organization. The Employee and the Employer will alternately strike names from the list, with the Employee striking the first name, until only one name remains. The remaining person shall be the arbitrator.
10.4.3
The demand for arbitration must be in writing and must be made by the aggrieved party within the statute of limitations period provided under applicable state and/or federal law for the particular claim. Failure to make a written demand within the applicable statutory period constitutes a waiver to raise that claim in any forum. Arbitration proceedings will be held in the county and state where the Employee works or worked (Employee's State).
10.4.4
The arbitrator shall apply applicable state and/or federal substantive law to determine issues of liability and damages regarding all claims to be arbitrated, and shall apply the Federal rules of evidence to the proceeding. The parties shall be entitled to conduct reasonable discovery, including conducting depositions, requesting documents and requesting responses to interrogatories, and the arbitrator shall have the authority to determine what constitutes reasonable discovery. The arbitrator shall hear motions for summary disposition as provided in the Federal rules of civil procedure and applicable case law.
10.4.5
Within thirty days following the hearing and the submission of the matter to the arbitrator, the arbitrator shall issue a “reasoned” decision and award, which shall be signed and dated. The arbitrator's decision shall decide all issues submitted by the parties, and the arbitrator may not decide any issue not submitted. The arbitrator shall be authorized to award only those remedies in law or equity which are requested by the parties and allowed by law.
10.4.6
The cost of the arbitrator and other incidental costs of arbitration, which would not otherwise be incurred in a court proceeding, shall be borne by the Employer. The parties shall each bear their own costs and attorneys' fees in any arbitration proceeding, except as provided by statute (e.g., fee-shifting in wage claims under state law).
10.4.7
Both the Employer and Employee understand that by using arbitration to resolve disputes they are giving up any right that they may have to a judge or jury trial with regard to all issues concerning the parties’ relationship.
10.4.8
Either party may seek to confirm and/or enforce the arbitration award in any competent court of law in Employee's State. However, there shall be no right to appeal the arbitration award.
11. Miscellaneous
No provision of this Agreement may be amended, modified, waived or discharged unless such amendment, modification, waiver or discharge is agreed to in writing signed by Employee and on behalf of Employer by Employer’s designated representative. No waiver by either party at any time of any breach by the other party of or compliance with any condition or provision of this Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, have been made by either party which are not set forth expressly in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of Employee's State, without regard to conflict of laws principles, to the extent not preempted by federal law (e.g., FAA). This Agreement is not intended to confer any rights on third parties.
12. Section Headings
The section headings appearing in this Agreement have been inserted for the purpose of convenience and ready reference. They are not intended to, and do not define, limit, or extend the scope or intent of the provision to which they pertain.
13. Severability
If any term, covenant or condition of this Agreement or the application thereof to any person or circumstance is determined to be invalid or unenforceable under Employee's State law, the remainder of the Agreement will not be affected thereby and will continue to be valid and enforceable to the fullest extent permitted by law. Courts may reform overbroad provisions (e.g., non-competes) to the extent allowed by Employee's State law.
14. Survival of Terms
Notwithstanding any other provision in this Agreement to the contrary, the provisions of Sections 5, 6, 7, 8, 9, and 10 hereof shall survive termination of this Agreement and shall not merge therewith.
15. Notices
(a) Any notice required or permitted to be given to the Employee shall be sufficiently given if delivered to the Employee personally, emailed to their last known email, or mailed by registered mail to the Employee’s address last known to the Employer. (b) Any notice required or permitted to be given to the Employer shall be sufficiently given if delivered to or emailed/mailed by registered mail to the Employer at its registered office. (c) Any notice given pursuant to and in accordance with this paragraph shall be deemed to be received by the recipient on the third business day after mailing, if sent by registered mail, on the day of delivery if by hand or email (with read receipt).
INTENDING TO BE BOUND, this Agreement has been duly executed and delivered by Employee and by the duly authorized officer of Employer on the date first above written.
EMPLOYEE:
By: _________________________
[First & Last Name]
Date: _______________________
EAST COAST FACILITIES, INC.:
By: ______________________
Maureen H. Thomson
Title: Chief Financial Officer
Date: _______________________
ADDENDUM A
EAST COAST FACILITIES [Title] – [First & Last Name] COMPENSATION
• [List Compensation Package, including base salary, target bonus structure, and reference to Bonus Plan for payment terms]
ADDENDUM B
EAST COAST FACILITIES [Title] - JOB DESCRIPTION
[Attach Job Description at time of hire]
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