[{"id":"776b9356-0afc-47f2-970b-805aab8e820b","order":1,"text":"EMPLOYMENT AGREEMENT","fontSize":"22","textAlign":"center","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true},{"id":"e08cc8c3-4202-4017-990d-6d1715d12ae2","order":2,"text":"between [Organization name] and [Employee first name] [Employee last name]","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"0755a531-d11a-4d89-af46-eb0ad6bece0f","order":3,"text":"PARTIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"e6ad9f90-e996-4cdc-b7f0-759665e05cc7","order":4,"text":"This Employment Agreement (this "Agreement") is entered into by and between [Organization name], [a 501(c)(3) tax-exempt nonprofit corporation] organized and existing under the laws of the State of [State of incorporation], with EIN [XX-XXXXXXX] and its principal place of business at [Street address], [City], [State] [ZIP], acting by and through its duly authorized representative [Representative name], [Representative title] (hereinafter referred to as the "Organization" or the "Employer");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"28a2285f-2ca6-408b-b9e4-9f52d47b7a54","order":5,"text":"The Organization further specifies its tax-exempt classification as: [Other classification].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"1333342a-9812-46ab-b9f9-67e8ac224608","value":"an Other tax-exempt organization","type":"add","operator":"="}]},{"id":"04bf4df6-69ff-4d86-8dd0-45aadfd064d5","order":6,"text":"and","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0f34c2fe-74e5-4094-a2bf-1e23c2d95745","order":7,"text":"[Title] [First name] [Last name], born on [Date of birth], residing at [Address], [City], [State] [ZIP] (hereinafter referred to as the "Employee").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"ba1b4b91-f073-4e22-a11d-8cb0c3b09b80","order":8,"text":"The Organization and the Employee are referred to collectively as the "Parties" and individually as a "Party."","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"832ab5ed-973e-4d2e-b767-f20dc691daac","order":9,"text":"RECITALS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"79d49380-f732-44d9-a55d-5f96fa7a9dd1","order":10,"text":"WHEREAS, [Organization name] is a tax-exempt nonprofit organization whose charitable mission is [Mission statement];","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d85adc06-206d-486a-aa58-cc1a381c73b7","order":11,"text":"WHEREAS, the Organization desires to employ the Employee, and the Employee desires to accept such employment, in furtherance of the Organization's charitable mission and on the terms and conditions set forth in this Agreement;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"33ea6c4d-e5ba-4b4c-a78c-571d66afa466","order":12,"text":"WHEREAS, the Employee acknowledges that the Organization operates as a tax-exempt entity subject to the Internal Revenue Code, applicable state nonprofit corporation laws, and grant and donor restrictions, and that the Employee's conduct must at all times be consistent with the Organization's exempt status and fiduciary obligations;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"4fed8f72-9b9d-44fd-9972-d33379f8910c","order":13,"text":"NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"e38b35ea-39dc-4a0a-b40f-f6736c2f51b8","order":14,"text":"1. POSITION AND DUTIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"9b212b3e-ec05-4875-808b-8d9fa9493f80","order":15,"text":"Position. The Organization hereby employs the Employee in the position of [Position title], within the [Department] department, and the Employee accepts such employment, on the terms and conditions set forth herein.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"98ec7433-7bfc-4025-89cc-45f9ce030be8","order":16,"text":"Duties. The Employee shall, as [Position title], have the following principal duties and responsibilities: [Duties summary]. The Employee shall also perform such other duties consistent with the position as may reasonably be assigned from time to time by the Organization.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e066f3cc-91ae-40d6-9743-fe020193ab6a","order":17,"text":"Reporting. The Employee shall report directly to the [Supervisor title] or such other officer as the Organization may designate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"801b2f2a-540f-4208-a266-52cb1363035c","order":18,"text":"Devotion of Time; Outside Activities. The Employee shall devote substantially all of his/her/their business time, attention, skill, and best efforts to the performance of the duties of the position and to the advancement of the Organization's mission. The Employee shall not, during the term of employment, engage in any other business activity for compensation, accept any directorship, or perform any consulting, teaching or speaking engagement that materially interferes with the Employee's duties or that creates an actual or apparent conflict of interest with the Organization, without the prior written consent of the Organization. Volunteer or charitable activities that do not interfere with the Employee's duties are permitted.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4dcc89e5-0922-45ae-9f65-81bf2920673e","order":19,"text":"Work Location. The Employee's primary work location shall be [Work location], with a work arrangement classified as [on-site]. The Organization reserves the right, upon reasonable notice, to modify the work location to the extent necessary for the operation of its programs, consistent with applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"dea41e4f-c972-46a8-b83e-4717e053b89c","order":20,"text":"2. TERM OF EMPLOYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"a75f912b-43ab-4a99-8762-801d1c87e95b","order":21,"text":"Start Date. The Employee's employment under this Agreement shall commence on [Start date] (the "Start Date"), on the basis described in Article 2 below ([at-will] employment).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d23c3c3c-713b-4f1c-8c58-d2b05bc20119","order":22,"text":"Employment-at-Will. The Employee's employment with the Organization is "at-will" and may be terminated by either Party at any time, with or without cause, with or without notice (subject to the notice provisions of Article 9 below). Nothing in this Agreement is intended to alter the at-will nature of the employment relationship. No representative of the Organization, other than the Board of Directors acting by written resolution, has authority to enter into any agreement guaranteeing employment for any specific period of time or to make any agreement contrary to the at-will nature of this employment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e0de876a-2a56-4774-adc6-da7d2f9c232f","value":"at-will","type":"add","operator":"="}]},{"id":"f06fb187-d4bc-443e-bf3d-dad5d4733d94","order":23,"text":"Fixed Term. This Agreement shall have an initial term commencing on the Start Date and ending on [End date] (the "Term"), unless earlier terminated in accordance with Article 9. The Agreement [renewal text]. Termination of this Agreement at the natural expiration of the Term is not a termination "without cause" and does not entitle the Employee to severance or notice beyond the Term's end.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"e0de876a-2a56-4774-adc6-da7d2f9c232f","value":"fixed-term","type":"add","operator":"="}]},{"id":"a77b9a49-556c-49a1-a0bd-465e9e4f9e91","order":24,"text":"Introductory Period. The first [90] days of the Employee's employment shall constitute an introductory or orientation period, during which the Employee's performance, fit, and conduct will be evaluated. The introductory period does not alter the at-will nature of the employment or otherwise limit either Party's rights under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"8b4aecc4-fdd0-460d-8860-5448bea8d8d5","order":25,"text":"3. COMPENSATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"a0b6bf84-971f-4e3d-b87b-0ba74fd63943","order":26,"text":"Base Salary. As [salaried] compensation for all services rendered under this Agreement, the Organization shall pay the Employee an annual base salary of US$[Annual salary] (United States Dollars), payable in accordance with the Organization's standard payroll practices on a [bi-weekly] basis, less applicable withholdings and deductions required or authorized by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4f1401c2-dfac-4293-9826-1f9647e47895","value":"salaried","type":"add","operator":"="}]},{"id":"354cb653-80d9-442e-954d-6f4e1eea27e8","order":27,"text":"Hourly Wage. As [hourly] compensation for services rendered under this Agreement, the Organization shall pay the Employee an hourly wage of US$[Hourly rate] per hour worked (United States Dollars), payable in accordance with the Organization's standard payroll practices on a [bi-weekly] basis, less applicable withholdings and deductions required or authorized by law. The Employee shall accurately record and submit all hours worked on the Organization's timekeeping system.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4f1401c2-dfac-4293-9826-1f9647e47895","value":"hourly","type":"add","operator":"="}]},{"id":"4df9c91d-b890-426b-a9ca-313f2f6bab9b","order":28,"text":"Salary Review. The Employee's compensation shall be reviewed at least annually by the Organization. Any adjustment to compensation shall be at the sole discretion of the Organization and subject to budgetary, donor, and grant constraints. No annual review shall create any entitlement to a specific increase.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4428e408-8b01-430c-9aa9-7db67f269be5","order":29,"text":"Discretionary Bonus. [Bonus text]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0e2f61ba-7f02-47df-af29-1f1a9bdad3c1","order":30,"text":"Withholding. The Organization shall withhold from any amounts payable to the Employee all federal, state, local, and other taxes and amounts as required by law or authorized by the Employee. The Employee acknowledges that the Organization makes no representation regarding the tax consequences of any compensation paid under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"55c46e05-9b8d-440c-ad94-153a1378ddb1","order":31,"text":"Expense Reimbursement. The Organization shall reimburse the Employee for reasonable, documented business expenses incurred in the performance of duties, in accordance with the Organization's written expense reimbursement policies and consistent with the Organization's status as a tax-exempt entity and with applicable IRS rules, including the accountable plan requirements under Treasury Regulation § 1.62-2.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"e97cf186-1e5e-426c-80fd-a2d9ae329c6c","order":32,"text":"4. HOURS OF WORK; FLSA CLASSIFICATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"ba23c9bc-4928-461e-b3d2-59bf82eaa340","order":33,"text":"Standard Schedule. The Employee's standard schedule shall be approximately [Hours per week] hours per workweek. The Employee acknowledges that the nature of nonprofit work, including events, grant deadlines, and program needs, may require occasional work outside of standard hours.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"af910f0d-12b4-4998-b976-6469a66be695","order":34,"text":"FLSA Classification. The Employee is classified as [exempt] under the Fair Labor Standards Act ("FLSA") and any applicable state wage-and-hour law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"372308f6-6b11-43b9-8446-3de511e3c72f","order":35,"text":"Overtime. As a non-exempt employee, the Employee shall be paid overtime at the rate of one-and-one-half times (1.5x) the Employee's regular rate of pay for all hours actually worked in excess of forty (40) in any workweek, or as otherwise required by applicable state law. All overtime must be approved in advance by the Employee's supervisor. The Employee must accurately and timely record all hours worked.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"0ec7ecea-f70c-4557-9b0a-19eddc6ac3b9","value":"non-exempt","type":"add","operator":"="}]},{"id":"4c8be842-efe9-4122-838d-4d32e3c77081","order":36,"text":"Exempt Status. As an exempt employee, the Employee is not eligible for overtime pay. The Employee is expected to work the hours reasonably necessary to fulfill the duties of the position, subject to applicable state-law guarantees on the minimum salary required to maintain exempt status.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"0ec7ecea-f70c-4557-9b0a-19eddc6ac3b9","value":"exempt","type":"add","operator":"="}]},{"id":"7c28e20d-d165-4627-91ba-db9650bc0647","order":37,"text":"5. EMPLOYEE BENEFITS AND PAID TIME OFF","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"d57d6770-682d-49f2-a532-d4dc2931ca59","order":38,"text":"Benefits. Subject to plan eligibility requirements, waiting periods, and the terms of the applicable plan documents, the Employee shall be eligible to participate in the following Organization-sponsored benefits, as in effect from time to time: [Benefits list]. The Organization reserves the right, in its sole discretion, to amend, modify, or terminate any benefit plan at any time, consistent with applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fb0b561b-a6af-46f4-9daa-4971bbc99134","order":39,"text":"Paid Vacation. The Employee shall accrue [PTO days] days of paid vacation per year, accruing pro-rata based on completed service. Vacation must be requested in advance and scheduled to minimize disruption to program operations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"21db0727-6da2-49b3-bf62-90934096da59","order":40,"text":"Sick Leave. The Employee shall be entitled to [Sick days] days of paid sick leave per year, in accordance with applicable federal, state, and local sick-leave laws. The Organization shall comply with all mandatory paid sick leave laws applicable in the State and locality of the Employee's work location.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8824ee70-5eb0-4f12-8b62-ef2d14785c81","order":41,"text":"Holidays. The Organization shall observe [Holidays] paid holidays per year, as designated annually by the Organization.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"81107a1d-4125-4146-9752-b64194b263e2","order":42,"text":"Statutory Leaves. The Employee shall be entitled to all leaves required by applicable federal law (including the Family and Medical Leave Act, the Pregnant Workers Fairness Act, the Uniformed Services Employment and Reemployment Rights Act, and jury-duty leave), and by applicable state and local law (including, where applicable, state family leave, paid family leave, paid sick leave, bereavement leave, voting leave, school-activity leave, domestic violence leave, organ donation leave, and any other statutorily required leave). The Organization shall administer such leaves in accordance with applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"db500e5f-fe89-4e8d-bda9-08a1d465fc09","order":43,"text":"6. CONFIDENTIALITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"e58d1ad1-74e7-4111-ab22-54c5b8f99a9c","order":44,"text":"Definition. The Employee acknowledges that, in the course of employment with [Organization name], the Employee will have access to, learn of, and develop confidential, proprietary, and sensitive information of the Organization ("Confidential Information"), which is of significant value to the Organization, its donors, its grantors, its beneficiaries, and its mission. Confidential Information includes, without limitation: (a) donor names, contact information, gift histories, pledge information, donor research, and major-gift cultivation plans; (b) financial information, including budgets, grant applications and reports, fundraising forecasts, financial statements and Form 990 working papers; (c) board minutes, deliberations, and strategic plans; (d) information about beneficiaries, clients, and program participants, including any personally identifiable information protected under HIPAA, FERPA, state student-privacy laws, state social services confidentiality laws, or other applicable privacy laws; (e) employee personnel records and compensation information of others; (f) proprietary methodologies, curricula, training materials, and program designs; (g) information about volunteers, partners, vendors, and grantmakers; (h) all information designated as confidential by the Organization or that would reasonably be understood as confidential; and (i) any information disclosed by third parties to the Organization under an obligation of confidence.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d9564586-0ff9-4d55-aa9e-07bc30254c63","order":45,"text":"Additional Scope. The following categories of information are expressly designated as Confidential Information for purposes of this Agreement: [Additional confidential scope].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a7e845fd-bd62-4825-ad1a-84770d08a9d6","order":46,"text":"Obligations. During the Employee's employment and at all times thereafter, the Employee shall (a) hold all Confidential Information in strict confidence; (b) use Confidential Information solely for the benefit of the Organization and only as necessary to perform the Employee's duties; (c) not disclose Confidential Information to any third party except as expressly authorized in writing by the Organization or as required by law; (d) take all reasonable measures, consistent with measures the Employee takes to safeguard the Employee's own most sensitive information, to prevent unauthorized use or disclosure; and (e) immediately notify the Organization upon learning of any unauthorized use or disclosure of Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5cb2c1a5-0d8c-4c07-94a6-728f7cfc57dd","order":47,"text":"Donor and Beneficiary Information — Special Sensitivity. The Employee acknowledges that donor identities and gift information, and information regarding program beneficiaries, are matters of particular sensitivity. The Employee shall not disclose, confirm, or even acknowledge donor identities or beneficiary participation outside of the Organization without the express prior written authorization of the Organization. The Employee shall handle protected personal information (including health, education, and financial information) in accordance with applicable privacy laws and the Organization's data protection policies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b65462bb-75e1-4198-9570-bd36fbe918af","order":48,"text":"Exclusions. The obligations of confidentiality set forth herein shall not apply to information that (a) is or becomes publicly available through no fault of the Employee; (b) was lawfully in the Employee's possession, free of any obligation of confidence, prior to the Employee's employment with the Organization, as documented in writing; (c) is rightfully received by the Employee from a third party not under a duty of confidentiality; or (d) is independently developed by the Employee outside the scope of employment without use of or reference to Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"85157bef-4af4-4bb8-b7ee-ddb60bd444cf","order":49,"text":"Defend Trade Secrets Act Notice. Pursuant to the federal Defend Trade Secrets Act, 18 U.S.C. § 1833(b), the Employee is hereby notified that the Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8cdcd1bb-35fd-40a8-9cdb-ce9320a05c97","order":50,"text":"Protected Rights. Nothing in this Agreement shall prohibit or restrict the Employee from (a) reporting possible violations of federal or state law or regulation to, or filing a charge or complaint with, any governmental agency or self-regulatory organization (including the Equal Employment Opportunity Commission, the National Labor Relations Board, the Securities and Exchange Commission, the Department of Labor, the Occupational Safety and Health Administration, the IRS, or any state agency); (b) participating in any investigation or proceeding conducted by such agency; (c) making other disclosures protected under applicable whistleblower laws or under Section 7 of the National Labor Relations Act; or (d) discussing the terms and conditions of the Employee's employment with other employees or third parties to the extent protected by law. Prior authorization or notification of the Organization is not required for any such activity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"32f207f7-98ce-4882-998e-5b90f5f84f8d","order":51,"text":"Return of Materials. Upon termination of employment for any reason, or earlier upon the Organization's request, the Employee shall promptly return to the Organization all property of the Organization, including all documents, records, files, notes, electronic files, devices, equipment, keys, access cards, and any copies thereof, whether tangible or electronic, containing or reflecting Confidential Information. The Employee shall delete any Confidential Information stored on personal devices or accounts and certify such deletion in writing if requested.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"cc68ac13-2916-4ce4-ab19-bc9d9c39e604","order":52,"text":"7. INTELLECTUAL PROPERTY AND WORK PRODUCT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"52b76161-4302-468e-8552-9a3b5e3754c0","order":53,"text":"Work Product. The Employee acknowledges that all work, inventions, ideas, designs, processes, methods, software code, curricula, programs, training materials, fundraising materials, publications, articles, photographs, videos, audio recordings, databases, compilations, presentations, reports, evaluations, and any other works of authorship or intellectual property, whether or not patentable or copyrightable, that the Employee conceives, develops, makes, or reduces to practice, either alone or jointly with others, during the term of employment with [Organization name], and that (a) relate to the Organization's mission, business, or programs, (b) result from work performed for the Organization, or (c) are developed using the Organization's resources or Confidential Information, are "Work Product" of the Organization.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8d9ab7bf-a2aa-442d-a9a9-ee9e769f2989","order":54,"text":"Works Made for Hire; Assignment. All Work Product that constitutes a "work made for hire" under the U.S. Copyright Act shall be considered a work made for hire and shall be the sole property of the Organization from the moment of creation. To the extent any Work Product does not qualify as a work made for hire, the Employee hereby irrevocably assigns, and agrees to assign, to the Organization all of the Employee's right, title, and interest in and to such Work Product, including all worldwide intellectual property rights therein, including patents, copyrights, trademarks, trade secrets, moral rights, and rights of attribution and integrity. The Employee waives, to the maximum extent permitted by applicable law, all moral rights and similar rights in the Work Product.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"476c13bc-c9c3-4930-878d-963ed32cc783","order":55,"text":"Further Assurances. The Employee shall, at the Organization's expense, execute all documents and take all actions reasonably requested by the Organization, both during and after employment, to perfect, register, and enforce the Organization's ownership of and rights in the Work Product, including the filing and prosecution of patent, trademark, and copyright applications. If the Employee fails to execute any such document within a reasonable time after request, the Employee irrevocably designates and appoints the Organization and its duly authorized officers and agents as the Employee's agent and attorney-in-fact to act for and on the Employee's behalf in executing and filing any such document, this appointment being coupled with an interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"43a450ba-cb84-4a3d-b08d-f99490044ace","order":56,"text":"Prior Inventions. The Employee represents that, except as expressly listed below, the Employee has no inventions, original works of authorship, developments, improvements, or trade secrets that were made by the Employee prior to the Employee's employment with the Organization, that belong to the Employee, that relate in any way to the Organization's actual or proposed business, programs, or research, and that are not assigned to the Organization hereunder. Excluded prior IP: [Prior IP description].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7406395e-2f8d-41ea-922b-e739ba989076","value":"exists","type":"add","operator":"="}]},{"id":"f972b9df-823c-44dd-9a18-85855531f376","order":57,"text":"Prior Inventions. The Employee represents that the Employee has no inventions, original works of authorship, developments, improvements, or trade secrets created prior to the commencement of employment that the Employee desires to exclude under the assignment in Article 7.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"7406395e-2f8d-41ea-922b-e739ba989076","value":"none","type":"add","operator":"="}]},{"id":"73e9c3f7-7050-4b06-bee3-bc6e4b492bad","order":58,"text":"State-Law Carve-Outs. Notwithstanding anything herein to the contrary, the assignment of Work Product under this Article 7 shall not extend to any invention that the Employee developed entirely on the Employee's own time, without using the Organization's equipment, supplies, facilities, or trade-secret information, and that (a) does not relate at the time of conception or reduction to practice to the Organization's business or actual or demonstrably anticipated programs, or (b) does not result from work performed by the Employee for the Organization, to the extent such carve-out is required by the law of the state of the Employee's employment (including California Labor Code § 2870, Delaware Code title 19 § 805, Illinois 765 ILCS 1060/2, Kansas K.S.A. § 44-130, Minnesota Statutes § 181.78, North Carolina General Statutes § 66-57.1, Utah Code § 34-39-3, and Washington RCW § 49.44.140).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f4af954a-0bdc-4627-83d4-d374530a8f00","order":59,"text":"License-Back of Excluded Prior IP. If the Employee incorporates any prior invention, original work, or trade secret of the Employee into any Work Product of the Organization, the Employee hereby grants the Organization a perpetual, irrevocable, worldwide, royalty-free, sublicensable, non-exclusive license to make, have made, use, sell, offer for sale, import, copy, modify, distribute, and create derivative works of such prior IP, solely for the purposes of the Organization's mission and operations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"d329ba2d-3f31-446b-886a-eaabb1ce2e66","order":60,"text":"8. CONFLICT OF INTEREST, CODE OF CONDUCT, AND TAX-EXEMPT COMPLIANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"354e1a82-be1b-43b6-9a82-40f02fae6ec2","order":61,"text":"Conflict of Interest. The Employee shall comply with the Organization's Conflict of Interest Policy as in effect from time to time. The Employee shall promptly disclose in writing to the Organization any actual, potential, or apparent conflict of interest, including any financial interest, family relationship, board service, employment, or business arrangement with any vendor, contractor, donor, grantee, beneficiary, or other person or entity having a relationship with the Organization. The Employee shall recuse himself/herself/themselves from any decision in which the Employee has such an interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"07921996-2225-49b9-a34b-c43dd1a1fca2","order":62,"text":"No Inurement; No Private Benefit. The Employee acknowledges that the Organization is a tax-exempt entity and that its assets and resources may not inure to the benefit of any private individual, including the Employee. The Employee shall not use the Organization's resources, assets, name, or position for personal gain or for the private benefit of any third party. The Employee acknowledges familiarity with the IRS rules on excess benefit transactions under Internal Revenue Code § 4958 and shall conduct himself/herself/themselves accordingly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c3e3332f-5c1e-4a49-af1b-78e7371fc627","order":63,"text":"Lobbying and Political Activity. The Employee acknowledges that the Organization's tax-exempt status restricts its lobbying and political activities. The Employee shall not engage in any lobbying or political campaign activity on behalf of the Organization except as expressly authorized in writing by the Organization and in compliance with applicable IRS rules (including, where applicable, the § 501(h) lobbying election limits) and the Organization's policies. The Employee may engage in personal political activity on personal time, provided that the Employee does not use the Organization's resources or hold himself/herself/themselves out as representing the Organization in such activity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"42b3628c-7c9a-46a1-a453-694333892a3e","order":64,"text":"Code of Ethical Conduct. The Employee shall (a) act with honesty, integrity, and in the best interests of the Organization and its mission; (b) treat all donors, beneficiaries, volunteers, partners, vendors, and colleagues with respect and dignity; (c) comply with all applicable laws, regulations, and Organization policies, including those relating to anti-discrimination, anti-harassment, anti-bribery, anti-fraud, child protection (where the Organization serves minors), data protection, and donor stewardship; and (d) safeguard the Organization's reputation, including by complying with the Organization's communications and social-media policies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6430f808-a757-4943-8cc7-d7e130482819","order":65,"text":"Anti-Harassment and Anti-Discrimination. The Organization is an equal opportunity employer and is committed to a workplace free of unlawful discrimination, harassment, and retaliation. The Employee shall comply with the Organization's anti-discrimination and anti-harassment policies and with all applicable federal, state, and local laws (including Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Genetic Information Nondiscrimination Act, the Pregnancy Discrimination Act, the Equal Pay Act, and analogous state and local laws). Any complaint of discrimination, harassment, or retaliation must be reported promptly under the Organization's complaint procedures.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0fa3dbc4-e3c8-46e8-80cf-7b90db2ac826","order":66,"text":"Whistleblower Protection. The Employee may report, in good faith and without fear of retaliation, any suspected violation of law, regulation, the Organization's policies, or improper handling of charitable assets, in accordance with the Organization's Whistleblower Policy and applicable law (including Section 1107 of the Sarbanes-Oxley Act, where applicable to nonprofits).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0723809d-c5b6-4e5a-b7a3-384c684801cd","order":67,"text":"Background Checks and Eligibility. The Employee's employment is contingent upon (a) the Employee's lawful authorization to work in the United States and the timely completion of Form I-9 within the periods required by federal law; (b) successful completion of any background check, reference check, child-protection screening, or driving record check required by the Organization or by applicable grant or program requirements; (c) maintenance of any license, registration, or certification required to perform the Employee's duties; and (d) compliance with the Organization's drug-free workplace policy.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"bccec2a1-74d7-4118-a153-6d202f8a18a7","order":68,"text":"9. TERMINATION OF EMPLOYMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"6e8669e2-0e1c-49cd-a41f-0215f1af7adb","order":69,"text":"Termination Without Cause. Subject to the at-will nature of this employment (or, in the case of a fixed-term, subject to the terms of Article 2), either Party may terminate this Agreement and the Employee's employment without cause upon written notice of at least [Notice days] days. The Organization may, in its discretion, pay the Employee in lieu of all or any portion of such notice period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f32744e6-0ad5-4c0f-92bb-60026b84e5c7","order":70,"text":"Termination for Cause. The Organization may terminate the Employee's employment immediately, without notice and without payment in lieu of notice, for "Cause," which shall include, without limitation: (a) the Employee's material breach of this Agreement or of any Organization policy; (b) commission of, plea of guilty or no contest to, or conviction of, any felony or any crime involving moral turpitude, fraud, theft, or dishonesty; (c) gross negligence, willful misconduct, or insubordination in the performance of duties; (d) misappropriation or unauthorized use of Organization funds, donor funds, grant funds, or other assets; (e) conduct that materially damages the Organization's reputation, integrity, or relationships with donors, grantors, beneficiaries, or partners; (f) violation of fiduciary duty owed to the Organization or breach of the duty of loyalty; (g) failure to comply with applicable laws and regulations governing the Organization's tax-exempt status; (h) findings of unlawful harassment, discrimination, retaliation, abuse, or child-safety violation following a reasonable investigation; or (i) loss of any license, certification, or work authorization required for the position.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7a3df53d-4283-4bb5-a3cf-79f47e7417eb","order":71,"text":"Resignation by Employee for Good Reason. The Employee may resign for "Good Reason," which means (a) a material reduction in base compensation (other than as part of an across-the-board reduction applicable to similarly situated employees); (b) a material diminution in title, duties, or reporting line not consistent with the position; or (c) a relocation of the Employee's principal work location by more than fifty (50) miles, in each case not cured by the Organization within thirty (30) days following written notice from the Employee.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"650e555f-3419-40fd-91dd-f0e11a7d2ac3","order":72,"text":"Death or Disability. This Agreement and the Employee's employment shall terminate automatically upon the Employee's death. The Organization may also terminate the Employee's employment in the event of the Employee's disability that prevents the Employee from performing the essential functions of the position, with or without reasonable accommodation, for a period of more than ninety (90) consecutive days or more than one hundred eighty (180) days in any twelve-month period, subject to applicable law (including the ADA, FMLA, and analogous state laws).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d50d9164-2353-4b55-bcc9-b40d7bb3d328","order":73,"text":"Severance. If the Organization terminates the Employee's employment without Cause, and conditional upon the Employee's signing and not revoking a separation agreement and general release of all claims in the Organization's customary form, the Organization shall pay the Employee severance equal to [Weeks of severance] weeks of the Employee's base compensation, payable in accordance with the Organization's regular payroll schedule. The Organization shall also pay the Employee any earned but unpaid base compensation, any accrued but unused PTO to the extent required by applicable law, and any vested benefits in accordance with the applicable plan documents. No severance shall be payable upon a termination for Cause, the natural expiration of a fixed term, or a resignation other than for Good Reason.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"66caf0ef-031e-41f2-b77b-47c4558e3207","value":"yes","type":"add","operator":"="}]},{"id":"9e19cd8f-32a7-452b-b5ad-beec5975dd7b","order":74,"text":"Final Pay. Upon termination of employment for any reason, the Organization shall pay the Employee all earned and unpaid wages, and any accrued but unused PTO to the extent required by applicable law, on the Employee's final paycheck, in accordance with applicable state final-pay rules (which in certain states, such as California, require payment on the date of involuntary termination or within seventy-two hours of voluntary resignation).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a0a032fb-d438-4669-ab3f-c347be1a9dc9","order":75,"text":"Cooperation and Transition. The Employee shall cooperate in the orderly transition of the Employee's responsibilities and, for a reasonable period after termination and at the Organization's expense, shall reasonably cooperate with the Organization in connection with any investigation, audit, regulatory inquiry, or litigation involving matters with which the Employee was involved during employment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"030f205a-3484-4b72-b79b-2b10cce18ef3","order":76,"text":"Survival. The provisions of Articles 6, 7, 8, 10, 11, 12, 13, and 14, and any other provision that by its nature is intended to survive, shall survive the termination of this Agreement and the Employee's employment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"62390710-48eb-40dc-8f02-143ced11ed08","order":77,"text":"10. NON-SOLICITATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a2b68565-772c-4bde-91ca-5fe0e3710dc6","value":"yes","type":"add","operator":"="}],"marginTop":"10"},{"id":"57d4b495-b81c-4d38-85e8-ae0d040f75d9","order":78,"text":"Non-Solicitation of Donors and Funders. During the term of employment and for a period of [Months] months following the termination of employment for any reason, the Employee shall not, directly or indirectly, for the benefit of any person or entity other than the Organization, solicit, accept funds from, or attempt to divert any donor, funder, foundation, grantor, or major-gift prospect of the Organization with whom the Employee had material contact, or about whom the Employee obtained Confidential Information, during the last twenty-four (24) months of employment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a2b68565-772c-4bde-91ca-5fe0e3710dc6","value":"yes","type":"add","operator":"="}]},{"id":"f8bfbbe1-ee1c-4026-8583-fb34ee9ea93e","order":79,"text":"Non-Solicitation of Employees. During the term of employment and for a period of [Months] months following the termination of employment for any reason, the Employee shall not, directly or indirectly, solicit, recruit, induce, or attempt to induce any employee or independent contractor of the Organization to leave the Organization or to accept employment or engagement with any other person or entity. General advertisements not specifically targeted at Organization personnel are not a breach of this provision.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a2b68565-772c-4bde-91ca-5fe0e3710dc6","value":"yes","type":"add","operator":"="}]},{"id":"c792f0ad-1d2c-4f06-824d-aecf51bf6307","order":80,"text":"No Non-Compete. The Parties acknowledge that this Agreement contains no post-employment covenant restricting the Employee from working for another employer following termination. Nothing in this Article 10 shall be construed to so restrict the Employee. The non-solicit covenants in Sections 10.1 and 10.2 are intended to protect the Organization's legitimate interests in its donor relationships, Confidential Information, and stability of its workforce, and shall be construed and enforced to the maximum extent permitted by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"a2b68565-772c-4bde-91ca-5fe0e3710dc6","value":"yes","type":"add","operator":"="}]},{"id":"04fa1977-f66e-40e2-b04f-652807a73aef","order":81,"text":"Reasonableness; Reformation. The Employee acknowledges that the restrictions in this Article 10 are reasonable in scope, duration, and geographic reach, and are necessary to protect the Organization's legitimate interests. If any court of competent jurisdiction determines that any restriction is unenforceable as written, the Parties agree that such restriction shall be deemed reformed and enforced to the maximum extent permitted by law, and that the remaining provisions shall remain in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"a2b68565-772c-4bde-91ca-5fe0e3710dc6","value":"yes","type":"add","operator":"="}]},{"id":"68db993f-dcb3-42fa-ac71-714842701159","order":82,"text":"11. REMEDIES AND ENFORCEMENT","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"952b8100-0b80-42ef-a78e-61b992f4ea87","order":83,"text":"Equitable Relief. The Employee acknowledges that any breach or threatened breach of Articles 6 (Confidentiality), 7 (Intellectual Property), 8 (Conflict of Interest) or 10 (Non-Solicitation) would cause the Organization irreparable harm not adequately compensable in damages, and that the Organization shall be entitled to seek and obtain temporary, preliminary, and permanent injunctive relief and specific performance, in addition to any other available legal or equitable remedies, without the necessity of posting any bond, and without prejudice to any other remedy available at law or in equity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4fb5b498-2805-4437-b423-ba8f9b4d06f2","order":84,"text":"Indemnification. The Organization shall indemnify and hold the Employee harmless to the maximum extent permitted by the laws of the State of incorporation and the Organization's articles of incorporation and bylaws, for actions taken in good faith within the scope of the Employee's employment. The Employee shall indemnify and hold the Organization harmless from any loss, liability, claim, damage, or expense (including reasonable attorneys' fees) arising out of the Employee's gross negligence, willful misconduct, or breach of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"ee93af02-b9db-478a-b240-de379c6ab9d4","order":85,"text":"12. EMPLOYEE REPRESENTATIONS AND WARRANTIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"57477c13-a648-4c51-ac4e-99e9e31d0c05","order":86,"text":"The Employee represents and warrants to the Organization that: (a) the Employee has the legal capacity and authority to enter into and perform this Agreement; (b) the Employee is not subject to any contract, agreement, judgment, order, restriction, or duty (including any non-compete, non-solicit, or confidentiality obligation owed to a prior employer) that would prevent or be breached by the Employee's entering into and performing this Agreement; (c) the Employee shall not bring to the Organization, or use in the performance of duties for the Organization, any property, document, or trade-secret information of any prior employer or third party; (d) the Employee has fully disclosed to the Organization any potential conflict of interest, including any board service, outside employment, or material financial interest with a current or prospective vendor, donor, grantee, or partner; and (e) all information provided by the Employee to the Organization in connection with employment (including the Employee's resume and references) is true, accurate, and complete.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"3f92cb70-0a7d-4a53-bc91-5002dfd96fe6","order":87,"text":"13. DISPUTE RESOLUTION; GOVERNING LAW; VENUE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"1909e7d5-afde-4131-b4c3-424039568c45","order":88,"text":"Informal Resolution. The Parties shall use good faith efforts to resolve any dispute arising out of or relating to this Agreement or the Employee's employment through internal discussion and, where appropriate, the Organization's grievance procedure. If the dispute cannot be resolved informally within thirty (30) days, either Party may proceed to the mediation step below.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"85f245d0-95b7-4e7a-91ca-24d5d3e0171b","order":89,"text":"Mediation. Before commencing any litigation (other than an action for injunctive relief under Article 11, claims for unemployment compensation, workers' compensation, or claims that as a matter of law cannot be subject to mediation), the Parties shall first attempt in good faith to resolve the dispute by mediation administered by a recognized mediation provider mutually agreed upon by the Parties. Mediation costs shall be shared equally, but each Party shall bear its own attorneys' fees and expenses.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fce8e8ba-2f52-4e99-b7c8-44f0df180640","order":90,"text":"Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [Governing State], without regard to its conflicts-of-laws principles, and to the extent applicable, the laws of the United States.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"755b8867-667c-43e3-8892-734f0775a832","order":91,"text":"Venue; Jurisdiction. The Parties consent to the exclusive jurisdiction of, and venue in, the state and federal courts located in [City], [County] County, State of [State], for any action or proceeding arising out of or relating to this Agreement, and each Party waives any objection based on forum non conveniens.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3261fb68-eda7-44a5-8490-21f4295515e9","order":92,"text":"Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE EMPLOYMENT RELATIONSHIP.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"582243f0-cf44-410d-87d2-f6973d77ceaf","order":93,"text":"14. MISCELLANEOUS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"7aa32e21-0eae-4aa5-8753-33203e3d0f4e","order":94,"text":"Entire Agreement. This Agreement, together with any Organization handbook, policies, and benefit plans referenced herein, constitutes the entire understanding between the Parties regarding the Employee's employment with [Organization name] and supersedes all prior or contemporaneous written or oral agreements, understandings, representations, or warranties between the Parties on the subject matter of this Agreement. To the extent of any inconsistency between this Agreement and an Organization handbook or policy, this Agreement shall prevail.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"87631b5d-39a9-4737-bd35-e9b01960b32b","order":95,"text":"Amendment; Waiver. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in a writing signed by both Parties (or, in the case of a waiver, by the Party against whom the waiver is sought to be enforced). No failure or delay in exercising any right under this Agreement shall constitute a waiver of such right.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0576bfe8-9f65-4a31-ae09-43ca93771e68","order":96,"text":"Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable while preserving the Parties' intent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"579ffa4a-879f-4dca-bc73-d9955e3fd632","order":97,"text":"Assignment. The Employee's rights and obligations under this Agreement are personal and may not be assigned by the Employee. The Organization may assign this Agreement to any successor entity (whether by merger, consolidation, reorganization, sale of assets, or otherwise) that continues all or a substantial portion of the Organization's mission, and the Employee's obligations shall continue with respect to such successor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1401ac2a-b5fd-44df-94a7-7fa4a6c601f3","order":98,"text":"Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given (a) when delivered personally; (b) one (1) business day after sending by reputable overnight courier service; (c) three (3) business days after mailing by certified or registered U.S. mail, return receipt requested, postage prepaid; or (d) upon confirmed delivery by electronic mail, in each case addressed to the Party at the address set forth above or such other address as the Party may designate by written notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"07e07ed5-fda3-4fcf-80b8-b90da52aaf3b","order":99,"text":"Headings; Construction. The headings of the Articles and Sections herein are for convenience only and shall not affect the interpretation of this Agreement. Each Party has had the opportunity to consult with counsel of its own choosing, and this Agreement shall be construed as having been jointly drafted; no rule of construction against the drafter shall apply.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e2cbe255-45f4-4ef5-885e-66165010d98b","order":100,"text":"Counterparts; Electronic Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including PDF and electronic signature platforms compliant with the federal E-SIGN Act and the Uniform Electronic Transactions Act) shall have the same effect as original signatures.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e05dcdeb-f439-46ac-a825-26df6e60472f","order":101,"text":"Section 409A. The Parties intend that all payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Internal Revenue Code and the regulations thereunder, and this Agreement shall be interpreted and administered accordingly. Each installment payment shall be treated as a separate payment for purposes of Section 409A. No interest shall be paid on any delayed payment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dbcb124e-395d-4c47-b034-cc2e8467533c","order":102,"text":"Compliance with Tax-Exempt Status. Each Party shall conduct itself in a manner consistent with the maintenance of the Organization's federal tax-exempt status. Any provision of this Agreement that would, if performed, jeopardize the Organization's tax-exempt status or result in an excess benefit transaction under Internal Revenue Code § 4958 shall be deemed modified to the minimum extent necessary to avoid such result.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d4bed673-d50f-4781-841e-7ec2c8a97b5c","order":103,"text":"Acknowledgment. The Employee acknowledges having read and understood this Agreement in its entirety, having had the opportunity to ask questions and to consult with legal counsel of the Employee's own choosing, and entering into this Agreement freely and voluntarily. The Employee further acknowledges that the consideration for this Agreement, including the offer of employment with [Organization name], constitutes good and valuable consideration for all of the Employee's obligations hereunder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"e79f46e8-07e4-4486-86a7-8da32a12c351","order":104,"text":"IN WITNESS WHEREOF, the Parties have executed this Employment Agreement at [City], [State], as of [Date].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"40","cflou":false,"active":true,"marginTop":"20"},{"id":"d4f251d1-b366-4bb7-b0ed-bf1f2b50d465","order":105,"text":"THE ORGANIZATION:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"75de3bb8-ac0e-4956-bcae-5952b5da9555","order":106,"text":"_______________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"d256b824-0bdb-48ae-9b00-260bbc1d5a3f","order":107,"text":"Signature","fontSize":"11","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d0d63b25-3ea7-4545-830a-e9fc758e5522","order":108,"text":"Name: [Representative name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"2b87cb2b-132b-421f-8cef-c3b1636f019a","order":109,"text":"Title: [Representative title]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"7b84ff9c-732c-4f04-8d03-601306f3267d","order":110,"text":"THE EMPLOYEE:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"9fd4fc43-21d5-4e54-a390-f69f98c00cd0","order":111,"text":"_______________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"2022324c-bcac-4fa5-bbdf-876209242358","order":112,"text":"Signature","fontSize":"11","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"60cfc693-ea07-4453-93b1-8f312e29f170","order":113,"text":"Name: [First name] [Last name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"6cb26a8f-fd9f-4989-a8f0-c384e37128b8","order":115,"text":"Date: __________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"c4f0d68a-618a-4eb4-8673-97e54fa42a24","order":116,"text":"This Agreement is intended to be governed by the substantive laws of the State of [Governing State], as further specified in Article 13.","fontSize":"11","textAlign":"center","bold":false,"underline":false,"marginBottom":"0","cflou":false,"active":true}]