Sample Business Contracts

Employment Agreement - Aastrom Biosciences Inc.

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
  • More Employment Agreements

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                             Employment Agreement

This Employment Agreement (the "Agreement") is entered into as of __________ 
1996, by and between AASTROM BIOSCIENCES, INC., a Michigan corporation 
("Employer") and [name] ("Employee").

     NOW, THEREFORE, the parties agree as follows:

     1.    EMPLOYMENT Employer hereby engages Employee, and Employee hereby 
accepts such engagement, upon the terms and conditions set forth herein.

     2.    DUTIES Employee is engaged as an [position]. Employee shall perform 
faithfully and diligently the duties customarily performed by persons in the 
position for which employee is engaged, together with such other reasonable and 
appropriate duties as Employer shall designate from time to time. Employee shall
devote Employee's full business time and efforts to the rendition of such 
services and to the performance of such duties. As a full-time employee of 
Employer, Employee shall not be entitled to provide consulting services or other
business or scientific services to any other party, without the prior written 
consent of Employer.


           3.1   BASE SALARY During the term of this Agreement, as compensation 
for the proper and satisfactory performance of all duties to be performed by 
Employee hereunder, Employer shall pay Employee at an annual salary rate of 
[salary written] Dollars ($[salary]), payable in arrears in equal bi-weekly 
installments, less required deductions for state and federal withholding tax, 
Social Security and all other employee taxes and payroll deductions. The base 
salary shall be subject to review and adjustment on an annual basis.

     4.    TERM

           4.1   COMMENCEMENT The employment relationship pursuant to this 
Agreement shall commence [start_date].

           4.2   TERMINATION AT WILL Although Employer and Employee anticipate a
long and mutually rewarding employment relationship, either party may terminate 
this Agreement, without cause, upon fourteen (14) days' prior written notice 
delivered to the other. It is expressly understood and agreed that the 
employment relationship is "at will", and with no agreement for employment for 
any specified term, and with no agreement for employment for so long as Employee
performs satisfactorily. Provided, however, before Employer exercises this right
of termination at will, Employer shall first either (i) discuss with Employee 
the needs of Employer and why Employee no longer meets those needs, or (ii) 
discuss with Employee any concerns or dissatisfactions which Employer has with 
Employee's performance, and give to Employee a reasonable 


Employment Agreement
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opportunity to remedy those concerns or dissatisfactions, to the reasonable 
satisfaction of Employer.

           4.3   TERMINATION FOR CAUSE Either party may terminate this 
employment relationship immediately upon notice to the other party in the event 
of any good cause, such as a default, dishonesty, neglect of duties, failure to 
perform by the other party, or death or disability of Employee.

           4.4   PAYMENT OF COMPENSATION UPON TERMINATION Upon termination for 
cause, Employee shall be entitled to the compensation set forth as "base salary"
herein, prorated to the effective date of such termination as full compensation 
for any and all claims of Employee under this Agreement.


           5.1   CUSTOMARY FRINGE BENEFITS Employee shall be entitled to such 
fringe benefits as Employer customarily makes available to employees of Employer
engaged in the same or similar position as Employee ("Fringe Benefits"). Such 
Fringe Benefits may include vacation leave, sick leave, and health insurance 
coverage. Employer reserves the right to change the Fringe Benefits on a 
prospective basis, at any time, effective upon delivery of written notice to 

           5.2   ACCUMULATION Employee shall not earn and accumulate unused 
vacation in excess of Fifteen (15) days. Employee shall not earn and accumulate 
sick leave or other Fringe Benefits in excess of an unused amount equal to twice
the amount earned for one year. Further, Employee shall not be entitled to 
receive payments in lieu of said Fringe Benefits, other than for unused vacation
leave earned and accumulated at the time the employment relationship terminates.


           6.1   DEFINITIONS

                 6.1.1 Invention Defined. As used herein "Invention" means 
inventions, discoveries, concepts, and ideas, whether patentable or 
copyrightable or not, including but not limited to processes, methods, formulas,
techniques, materials, devices, designs, programs (including computer programs),
computer graphics, apparatus, products, as well as improvements thereof or 
know-how related thereto, relating to any present or anticipated business or 
activities of Employer.

                 6.1.2 Trade Secret Defined. As used herein "Trade Secret" 
means, without limitation, any document or information relating to Employer's 
products, processes or services, including documents and information relating to
Inventions, and to the research, development, engineering or manufacture of 
Inventions, and to Employer's purchasing, customer or supplier lists, which 
documents or information have been disclosed to Employee or known to 
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Employee as a consequence of or through Employee's employment by Employer 
(including documents, information or Inventions conceived, originated, 
discovered or developed by Employee), which is not generally known in the 
relevant trade or industry.

           6.2   INVENTIONS

                 6.2.1 Disclosure. Employee shall disclose promptly to Employer 
each Invention, whether or not reduced to practice, which is conceived or 
learned by Employee (either alone or jointly with others) during the term of his
employment with Employer. Employee shall disclose in confidence to Employer all 
patent applications filed by or on behalf of Employee during the term of his 
employment and for a period of three (3) years thereafter. Any disclosure of an 
Invention, or any patent application, made within one (1) year after termination
of employment shall be presumed to relate to an Invention made during Employee's
term of Employment with Employer, unless Employee clearly proves otherwise.

                 6.2.2 Employer Property; Assignment. Employee acknowledges and 
agrees that all Inventions which are discovered, conceived, developed, made, 
produced or prepared by Employee (alone or in conjunction with others) during 
the duration of Employee's employment with Employer shall be the sole property 
of Employer. Said property rights of Employer include without limitation all 
domestic and foreign patent rights, rights of registration or other protection 
under the patent and copyright laws, and all other rights pertaining to the 
Inventions. Employee further agrees that all services, products and Inventions 
that directly or indirectly result from engagement with Company shall be deemed 
"works for hire" as that term is defined in Title 17 of the United States Codes,
and accordingly all rights associated therewith shall vest in the Company. 
Notwithstanding the foregoing, Employee hereby assigns to Employer all of 
Employee's right, title and interest in any such services, products and 
Inventions, in the event any such services, products and Inventions shall be 
determined not to constitute "works for hire."

                 6.2.3 Exclusion Notice. The Assignment by Employee of 
Inventions under this Agreement does not apply to any Inventions which are owned
or controlled by Employee prior to the commencement of employment of Employee by
Employer (all of which are set forth on Exhibit "A" hereto). Additionally,
Employee is not required to assign an idea or invention where the invention or
idea meets all of the following criteria; namely if the invention
or idea: (i) was created or conceived without the use of any of Employer's 
equipment, supplies, facilities, or trade secret information, and (ii) was 
developed entirely on Employee's own time, and (iii) does not relate to the 
business of Employer, and (iv) does not relate to Employer's actual or 
demonstrably anticipated research or development, and (v) does not result from 
any work performed by Employee for Employer.

                 6.2.4 Patents and Copyrights; Attorney-in Fact. Both before and
after termination of this Agreement (and with reasonable compensation paid by 
Employer to Employee after termination), Employee

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agrees to assist the Employer to apply for, obtain and enforce patents on, and 
to apply for, obtain and enforce copyright protection and registration of, the 
Inventions described in Section 6.2.2 in any and all countries. To that end, 
Employee shall (at Employer's request) without limitation, testify in any 
proceeding, and execute any documents and assignments determined to be necessary
or convenient for use in applying for, obtaining, registering and enforcing
patent or copyright protection involving any of the Inventions. Employee hereby
irrevocably appoints Employer, and its duly authorized officers and agents, as
Employee's agent and attorney-in-fact, to act for and in behalf of Employee in
filing all patent applications, applications for copyright protection and
registration, amendments, renewals, and all other appropriate documents in any
way related to the Inventions described in Section 6.2.2.

           6.3   TRADE SECRETS

                 6.3.1 Acknowledgement of Proprietary Interest. Employee 
recognizes the proprietary interest of Employer in any Trade Secrets of 
Employer. Employee acknowledges and agrees that any and all Trade Secrets of 
Employer, whether developed by Employee alone or in conjunction with others or 
otherwise, shall be and are the property of Employer.

                 6.3.2 Covenant Not to Divulge Trade Secrets. Employee 
acknowledges and agrees that Employer is entitled to prevent the disclosure of 
Trade Secrets of Employer. As a portion of the consideration for the employment 
of Employee and for the compensation being paid to Employee by Employer, 
Employee agrees at all times during the term of the employment by Employer and 
thereafter to hold in strictest confidence, and not to use, disclose or allow to
be disclosed to any person, firm, or corporation, Trade Secrets of Employer, 
including Trade Secrets developed by Employee, other than disclosures to persons
engaged by Employer to further the business of Employer, and other than use in 
the pursuit of the business of Employer.

                 6.3.3 Confidential Information of Others. Employee represents 
and warrants that if Employee has any confidential information belonging to 
others, Employee will not use or disclose to Employer any such information or 
documents. Employee represents that his employment with Employer will not 
require him to violate any obligation to or confidence with any other party.

           6.4   NO ADVERSE USE Employee will not at any time use Employer's 
Trade Secrets or Inventions in any manner which may directly or indirectly have 
an adverse effect upon Employer's business, nor will Employee perform any acts 
which would tend to reduce Employer's proprietary value in Employer's Trade 
Secrets or Inventions.

           6.5   RETURN OF MATERIALS AT TERMINATION In the event of any 
termination of Employee's employment, Employee will promptly deliver to Employer
all materials, property, documents, data, and other information belonging to 
Employer or pertaining to Trade Secrets or Inventions. Employee

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shall not take any materials, property, documents or other information, or any 
reproduction or excerpt thereof, belonging to Employer or containing or 
pertaining to any Trade Secrets or Inventions.

           6.6   REMEDIES UPON BREACH In the event of any breach by Employee of 
the provision in this Section 6, Employer shall be entitled, if it so elects, to
institute and prosecute proceedings in any court of competent jurisdiction, 
either in law or in equity, to enjoin Employee from violating any of the terms 
of this Section 6, to enforce the specific performance by Employee of any of the
terms of this Section 6, and to obtain damages for any of them, but nothing 
herein contained shall be construed to prevent such remedy or combination of 
remedies as Employer may elect to invoke. The failure of Employer to promptly 
institute legal action upon any breach of this Section 6 shall not constitute a 
waiver of that or any other breach hereof.

     7.    COVENANT NOT TO COMPETE Employee agrees that, during Employee's 
employment, Employee will not directly or indirectly compete with Employer in
any way, and that Employee will not act as an officer, director, employee,
consultant, shareholder, lender or agent of any other entity which is engaged in
any business of the same nature as, or in competition with, the business in
which Employer is now engaged, or in which Employer becomes engaged during the
term of Employee's employment, or which is involved in science or technology
which is similar to Employer's science or technology.


           8.1   ATTORNEYS' FEES In the event of any dispute or breach arising 
with respect to this Agreement, the party prevailing in any negotiations or 
proceedings for the resolution or enforcement thereof shall be entitled to 
recover from the losing party reasonable expenses, attorneys' fees and costs 
incurred therein.

           8.2   AMENDMENTS No amendment or modification of the terms or 
conditions of this Agreement shall be valid unless in writing and signed by both
parties hereto. There shall be no implied-in-fact contracts modifying the terms 
of this Agreement.

           8.3   ENTIRE AGREEMENT This Agreement constitutes the entire 
agreement between the parties with respect to the employment of Employee. This 
Agreement supersedes all prior agreements, understandings, negotiations and 
representation with respect to the employment relationship.

           8.4   SUCCESSORS AND ASSIGNS The Rights and obligations of Employer 
under this Agreement shall inure to the benefit of and shall be binding upon 
the successors and assigns of Employer. Employee shall not be entitled to assign
any of Employee's rights or obligations under this Agreement.

           8.5   WAIVER Either party's failure to enforce any provision of this 
Agreement shall not in any way be construed as a waiver of any such


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provision, or prevent that party thereafter from enforcing each and every other 
provision of this Agreement.

           8.6   SEVERABLE PROVISIONS The provisions of this Agreement are 
severable, and if any or more provisions may be determined to be judicially 
unenforceable, in whole or in part, the remaining provisions shall nevertheless 
be binding and enforceable.

       9.  EMPLOYEE'S REPRESENTATIONS Employee represents and warrants that 
Employee (i) is free to enter into this Agreement and to perform each of the 
terms and covenants contained herein, (ii) is not restricted or prohibited, 
contractually or otherwise, from entering into and performing this Agreement, 
and (iii) will not be in violation or breach of any other agreement by reason of
Employee's execution and performance of this Agreement.

       IN WITNESS WHEREOF, the parties have executed this Agreement as of the 
date set forth above.



By: _____________________________________
    R. Douglas Armstrong, Ph.D.
    President and Chief Executive Officer



Address:   __________________________________


                                   Exhibit A

                           List of Prior Inventions
                                (Section 6.2.3)

None, other than the following: