Align Instructor Employment Agreement
Align Ballet Method Inc. Instructor Employment Agreement
As of , this term sheet ("Sheet"), the standard terms and conditions and Exhibit “A” attached hereto and incorporated herein by reference ("Standard Terms") are the terms of the agreement dated as of between Align Ballet Method Inc., a California corporation (“Company”) on the one hand, and , an individual resident of California having social security number (“Employee”), on the other hand. This Agreement shall not be effective unless and until: (a) COMPANY has received from Employee a fully executed copy of this Agreement (in form and substance satisfactory to COMPANY) ("Condition Precedent").*Hereinafter, Company and Employee may jointly be referred to herein as the “Parties,” and individually as a “Party”.WHEREAS, Company desires to employ Employee and Employee desires to be engaged to provide or cause to be provided the services described in this Agreement to Company upon the terms and conditions set forth herein.
NOW THEREFORE, for the valuable consideration set forth in this Agreement and intending to be legally bound, the Employee and the Company mutually promise and agree as follows:
1.1. Position. The Company hereby employs the Employee in the position of part time Dance Instructor and will have such responsibilities, duties and authority as may from time to time be determined by the Company; and the Employee hereby accepts this employment as of the date set forth herein above ("Effective Date"). During his or her employment with the Company, the Employee shall devote his or her best efforts to providing the “Services” (as defined herein below) to Company (except for vacation periods and reasonable periods of illness or other incapacities permitted by the Company's general employment policies for full-time employees of forty (40) or more hours per week, if Employee qualifies as a full-time employee).
1.2. Duties. The Employee shall perform services that are customarily associated with his or her then-current title, consistent with the bylaws of the Company and as required by the Company (collectively, the “Services”). The Employee shall perform his or her duties at any place or places as the Company reasonably designates.
1.3. Company Policies. The employment relationship between the parties will also be governed by the general employment policies and practices of the Company. If any terms of this agreement differ from or conflict with the Company's general employment policies or practices, this agreement will control.
1.4. At-Will Status. THE EMPLOYEE EXPRESSLY ACKNOWLEDGES, ACCEPTS AND AGREES THAT EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. THE EMPLOYEE FURTHER ACKNOWLEDGES THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION OF EITHER THE COMPANY OR THE EMPLOYEE, WITH OR WITHOUT NOTICE.
2.1. Employee shall render services on an at-will basis to COMPANY commencing on following satisfaction of the Condition Precedent, currently contemplated to be on or ("Start Date") and continuing thereafter until terminated by COMPANY ("Term"). Employee’s work schedule for providing the Services shall be as mutually agreed between the parties to this Agreement and as otherwise communicated by telephone and/or email. Employee shall render the Services at the following locations of Company as communicated by email: Contact@AlignBalletMethod.com.
3. Exclusivity: 3.1. Employee's services shall be non-exclusive to COMPANY during the Term.4. Compensation: 4.1. During the Term, COMPANY shall pay Employee Sixty U.S. Dollars ($70.00) per each Company “Class” or per Company "Workshop" (defined herein as a one (1) instructional class session of up to one and a quarter hours (75 minutes) , to two (2) or more students) taught by Employee and to come to one of Company’s locations (as agreed in advance by the parties hereto). COMPANY shall pay Employee via automatic deposit every 2 weeks. If Employee is a full-time employee who works forty (40) or more hours per week for Company, then, Employee shall take a one (1)-hour break for lunch during each seven (7)-hour workday; provided further if Employee is a full-time employee who works forty (40) or more hours per week for Company, then, Employee shall take two (2) ten (10) minute breaks during any such seven (7)-hour workday. COMPANY may require that Employee travels to meetings within the Los Angeles area from time to time. If COMPANY requires such travel, then, COMPANY shall reimburse Employee for such travel at the flat rate of Sixteen U.S. Dollars ($16) per hour.5. Work Product: 5.1. Employee shall not remove any work product, customer lists or instructional materials from Company’s place of business.
6. Vacation: 6.1. Notwithstanding the Standard Terms, during the Term, if Employee is a full-time employee, working forty (40) hours per week or more for Company, then Employee shall accrue seven (7) business days of vacation time annually, to be taken subject to the demands of COMPANY (as determined by COMPANY), all in accordance with COMPANY’s standard policies and procedures as they may be amended from time to time. Employee shall request to take such vacation time in writing to COMPANY at least fifteen (15) days in advance of Employee’s desired vacation dates.
7. Notices: 7.1. The following address shall be used for notices to Employee (unless Employee otherwise notifies COMPANY in writing):
8. General: 8.1. Agreement (including the Standard Terms attached hereto and incorporated herein by reference) constitutes the full and complete understanding between the parties and supersedes all prior and contemporaneous agreements and understandings pertaining hereto and cannot be modified except by a writing signed by each party. Employee's sole and exclusive remedy for COMPANY’s breach, termination or cancellation of this Agreement or any term hereof shall be an action at law for damages, and Employee hereby irrevocably waives any right to seek and/or obtain an injunction, rescission or any other form of equitable relief.
9. Interpretation: 9.1. Employee represents that Employee has read and understands this Agreement. Employee has had an opportunity to consult with an attorney of Employee's choice concerning the terms and conditions of this Agreement. Employee is entering into this Agreement with knowing, conscious and full appreciation of the terms herein. This Agreement shall be deemed to have been drafted by both parties hereto, and no ambiguity shall be resolved against either party by virtue of the party's participation in the drafting of this Agreement.
ACCEPTED AND AGREED as of the date above:EMPLOYEE:
EXHIBIT “A”MILEAGE REIMBURSEMENT SCHEDULEa.i.1. 57.5 cents per mile for business miles driven, excluding commuting miles to and from COMPANY’s place(s) of business. a.i.2. Employee shall not use Employee’s cell phone while driving to and from COMPANY’s place of business or other meetings on behalf of COMPANY as of
STANDARD TERMS AND CONDITIONSThese standard terms and conditions ("Standard Terms") are incorporated into the Term Sheet to which they are attached. Any capitalized term not defined in the Standard Terms shall have the definition attributed to it in the Term Sheet. In the event of a conflict between the terms of the Term Sheet and the Standard Terms, the terms of the Term Sheet shall prevail and be controlling.1. COMPENSATION.
1.1 Payroll Procedures. All compensation shall be paid in accordance with COMPANY's then-current standard payroll procedures. Employee agrees that COMPANY may deduct and withhold from Employee’s compensation the amounts required to be deducted and withheld under the provisions of the Federal and California Income Tax Acts, Internal Revenue Code, Federal Insurance Contributions Act, California Unemployment Insurance Act, any and all other applicable federal and state laws, including amendments thereto, and other statutes heretofore or hereafter enacted requiring the withholding of compensation, and as may be required by any group benefit plans or as specifically authorized to be withheld by Employee.
1.2 Garnishment/Attachment. If COMPANY shall be required, because of the service of any garnishment, attachment, writ of execution, or lien, or by the terms of any contract or assignment executed by Employee, to withhold, or to pay to any other party all or any portion of the compensation due Employee, such withholding or payment shall not be a breach by COMPANY.1.3 Overpayment/Offset. If COMPANY makes any overpayment to Employee for any reason or if Employee is indebted to COMPANY for any reason, Employee shall pay COMPANY such overpayment or indebtedness on demand, or at the election of COMPANY, COMPANY may deduct and retain for its own account an amount equal to all or any part of such overpayment or indebtedness from any sums that may be due or become due or payable by COMPANY to Employee or for the account of Employee and such deduction or retention shall not be construed as a breach by COMPANY.2. DUTIES. Employee shall personally and diligently perform such services as COMPANY or any of its divisions, affiliates, assignees, partners, subsidiaries or subsidiaries of its parent may reasonably require. Employee shall observe all reasonable policies, rules and regulations adopted by COMPANY in connection with the operation of its business and carry out all instructions of COMPANY. 3. TERM. The Agreement and the Term are subject to COMPANY's rights of suspension/termination and/or extension as set forth below. During the Term, Employee’s employment hereunder is "at will." Notwithstanding any of the foregoing to the contrary, Employee must provide two (2) weeks’ advance written notice to COMPANY if Employee wishes to terminate this Agreement. The first three (3) months of the Term are a probation period in which Employer may terminate Employee’s services for any reason whatsoever upon two (2) days’ advance written notice to Employee.4. VACATION, SICK TIME, HOLIDAYS, OTHER BENEFITS. If Employee is a full-time Employee working forty (40) hours or more per week, only then shall the following shall apply: 4.1 Employee shall become eligible for health insurance subsequent to Employee providing services to COMPANY for at least one (1) year. Employee shall accrue three (3) days of paid sick leave per year pursuant to California law. Employee shall accrue a maximum of then (10) days of vacation time per year of work for COMPANY to be taken subject to the demands of COMPANY (as determined by COMPANY), all in accordance with COMPANY's then-current standard policies and procedures, as such may be amended from time to time. To the extent that Employee's services hereunder are not covered by an "Applicable Agreement" (as defined below), Employee shall be eligible: (a) for sick leave and holiday pay in accordance with COMPANY’s then-current standard policies and procedures, as such may be amended from time to time; and (b) to participate in corporate group plans (e.g., medical, dental, vision and other insurance plans), if any, which are standard for persons in similar positions with COMPANY, subject to the terms of such plans. If, and to the extent required by law, Employee's services hereunder become subject to the jurisdiction of an Applicable Agreement, then such Applicable Agreement shall dictate what (if any) benefits Employee shall receive. 4.2 Subsequent to one (1) year of employment with COMPANY on a full-time basis working forty (40) or more hours per week, COMPANY shall grant Employee the following benefits:
a. Medical insurance, not including vision or dental insurance. b. Vacation: Employee’s vacation time shall increase to a maximum of eleven (11) business days per year. 5. SUSPENSION/TERMINATION.5.1 Death. In the event of Employee's death during the Term, the Agreement shall terminate and COMPANY shall only be obligated to pay Employee's estate (or other legal representative approved by court order) all sums due and payable to Employee herein to the extent said sums are earned by Employee prior to such event.5.2 Incapacity. 5.2.1 If Employee is materially hampered in fully performing hereunder by reason of illness, accident or mental or physical disability, or by reason of any law or authority (collectively, "Incapacity"), subject to the terms of applicable federal and state law and COMPANY’s policies regarding leaves of absence, COMPANY may suspend Employee's services and compensation during such Incapacity, and may, in its sole Discretion, extend the Term for an equivalent period as set forth below. Additionally, in the event of Incapacity, subject to applicable federal and state law, COMPANY may terminate Employee's employment and the Agreement by giving Employee written notice during such Incapacity or at any time within one (1) week after the termination of such Incapacity. 5.2.2 If Employee is a full-time Employee working forty (40) hours or more per week, then, the following shall apply: Whenever compensation is payable to Employee during or with respect to a time when Employee is partially or totally disabled and such disability (except for the provisions hereof) would entitle Employee to disability income or to salary continuation payments from COMPANY according to the terms of any plan now or hereafter provided by COMPANY or according to any COMPANY policy in effect at the time of such disability, the compensation payable to Employee shall inclusive of any such disability income or salary continuation and shall not be in addition thereto. If disability income is payable directly to Employee by an insurance company under an insurance policy paid for by COMPANY, the compensation payable to Employee shall be inclusive of such disability income and shall not be in addition thereto. 5.2.3 Default/Other Cause.a. If Employee fails, refuses or neglects, other than because of Incapacity, to keep or perform any obligation, service, covenant or condition to be kept or performed by Employee hereunder, or in the event of Employee's gross negligence, misconduct, nonfeasance or breach of the Agreement, or for other cause, COMPANY may suspend Employee's services and compensation, and COMPANY may terminate Employee's employment immediately or at any time thereafter. In the event of such termination, COMPANY shall have no further obligations to Employee.b. Employee represents that Employee is familiar with the provisions of Section 507 of the Communications Act of 1934, as amended (47 U.S.C. Section 508): that Employee is aware of Employee's personal responsibilities and liabilities thereunder; and that Employee will fully comply there with during the Term of this Agreement. Without limiting the foregoing, and whether or not the foregoing section is applicable to the activities of Employee, Employee specifically warrants and agrees that Employee will not, without COMPANY's prior written consent, accept any compensation or gift, from any person, COMPANY or corporation (other than COMPANY) where such compensation or gift is in consideration of Employee acting in a particular manner in relation to the business of such person, COMPANY or corporation. It is understood and agreed that upon any material violation of this provision, COMPANY may forthwith terminate this Agreement.c. In addition to the foregoing, Employee's employment may be suspended or terminated at any time, pursuant to the terms of any applicable agreement.d. Force Majeure. Employee's salary payments may, at COMPANY's option, be suspended during any material interruption of COMPANY's business which has been caused by an event of force majeure including, but not limited to, strikes, work stoppage or other labor dispute, acts of God or other causes beyond COMPANY's reasonable control. If any such period of suspension hereunder shall continue for four (4) weeks or more, COMPANY may elect to terminate the Agreement by notice to Employee. In the event of such termination, COMPANY shall have no further obligations to Employee. If COMPANY suspends Employee's services and compensation due to an event of force majeure for eight (8) consecutive weeks or more, and Employee provides a written request to COMPANY to reinstate Employee's compensation and COMPANY fails to do so within one (1) week, Employee may elect to terminate the Agreement by written notice to COMPANY.e. Extension of Term. In the event of any suspension(s) hereunder, at COMPANY's election: (a) COMPANY may extend the Term (unless earlier terminated as provided above) for an additional period of time equal to the period of such suspension or suspensions; and/or (b) COMPANY may postpone any option period commencement date(s) and any salary increase(s) for a corresponding period (e.g., if there is a six (6) month suspension, then COMPANY may elect to postpone by six (6) months any option period and/or any salary increase). All Agreement provisions not expressly affected by the foregoing shall remain in full force and effect during any period of suspension hereunder.6. OWNERSHIP AND DISTRIBUTION. Employee hereby assigns to COMPANY on a worldwide basis and in perpetuity, all of Employee's right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws, and results and proceeds of Employee's services (including but not limited to any intellectual property conceived, designed, developed or created by Employee), which Employee may solely or jointly conceive of, design, create, develop or reduce to practice, or cause to be conceived of, designed, created, developed or reduced to practice, during Employee's employment or engagement by COMPANY, that (i) are related to COMPANY's businesses, (ii) are related to actual or demonstrably anticipated research or development of COMPANY, or (iii) result from any work performed by Employee for COMPANY (collectively referred to as the "Results and Proceeds"). Employee also acknowledges that all original works of authorship which are made by Employee (solely or jointly with others) within the scope of (i.e., related to COMPANY's businesses, related to actual or demonstrably anticipated research or development of COMPANY, result from any work performed by Employee for COMPANY) and during the period of Employee's employment with COMPANY and which are protectable by copyright shall be deemed to be Results and Proceeds and works-made-for-hire prepared by Employee within the scope of Employee's employment and/or specially ordered or commissioned by COMPANY within the meaning of the copyright laws of the United States or any similar or analogous law or statute of any other jurisdiction, and with respect thereto, COMPANY is and shall be considered the author and at all stages of completion, the sole and exclusive owner thereof. Accordingly, COMPANY shall exclusively own all now known or hereafter existing rights of every kind throughout the universe, in perpetuity and in all languages, pertaining to such Results and Proceeds, any project and all elements therein and versions thereof, for all now known or hereafter existing uses, media and forms including, without limitation, all copyrights (and renewals and extensions thereof), all audio-visual rights, and all ancillary and subsidiary rights, and the foregoing is inclusive of a full irrevocable assignment to COMPANY of such rights. If, for any reason any of such Results and Proceeds shall not legally be a work-made-for-hire and/or there are any rights in the Results and Proceeds that do not accrue to COMPANY under the preceding sentences, then Employee hereby irrevocably assigns and agrees to assign any and all of Employee's right, title and interest thereto including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or other rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed to COMPANY, and COMPANY shall have the right to use the same in perpetuity throughout the universe in any manner COMPANY determines without any further payment to Employee whatsoever. Employee hereby irrevocably constitutes and appoints COMPANY and any of its officers, employees, or agents, with full power of substitution, as Employee's true and lawful attorney-in-fact, which such power is coupled with an interest, with full irrevocable power and authority to take all appropriate action and to execute any and all assignments and other documents necessary to effectuate the foregoing. Furthermore, Employee agrees to execute and deliver to COMPANY such documents and instruments as COMPANY may reasonably request from time to time to effectuate the purposes of this Agreement. COMPANY shall have the right, but not the obligation, to use, adapt, change, add to, take from, translate, reformat, reprocess or revise any work or product of Employee or any part thereof or the title thereof and to combine the same with other material or works in any manner that COMPANY, in its sole discretion, may determine, and, to the fullest extent allowable under any applicable law, Employee hereby expressly waives or assigns to COMPANY any so-called "moral rights" of authors in or to the Results and Proceeds. Employee expressly acknowledges that many parties will contribute to any project. Accordingly, if under any applicable law, the above waiver or assignment by Employee of "moral rights" is not effective, then Employee shall exercise such rights in a manner which recognizes the contribution of others and will not have an adverse effect upon such other parties or COMPANY. Employee hereby assigns to COMPANY in perpetuity, on Employee's own behalf and on behalf of Employee's successors-in-interest, heirs, executors, administrators, and assigns, all of Employee's economic rights in any project and any derivative works based on any project which are, at any time, granted by domestic, foreign, or multi-national legislation. To the extent permitted under any Applicable Agreement, Employee acknowledges that the compensation set forth in the Agreement includes fair and adequate consideration for this assignment and that such consideration is an adequate part of the revenues derived or to be derived COMPANY from such rights. The expiration, termination, cancellation, or breach of the Agreement on whatever grounds and by whomsoever effected shall not affect COMPANY’s exclusive ownership of the work or product of Employee, notwithstanding any other provision of the Agreement. This paragraph is subject to, and shall not be deemed to limit, restrict, or constitute any waiver by COMPANY of any rights of ownership to which COMPANY may be entitled by operation of law.7. INNOVATIONS. 7.1 Disclosure. Employee shall disclose in writing to COMPANY all creative materials, inventions and other innovations of whatsoever nature that Employee may make, conceive, develop or reduce to practice, alone or jointly with others during the Term, whether or not they are related to COMPANY and whether or not they are eligible for patent, copyright, trademark, trade secret or other legal protection (collectively, "Innovation"). Examples of Innovations include, but are not limited to, mechanical and electronic hardware, computer programs, choreography, and their documentation, marketing plans, production processes, and improvements to anything relating to COMPANY's business and/or resulting from work performed by Employee for COMPANY. 7.2 Assignment. If COMPANY determines, in its sole and absolute Discretion, that an Innovation disclosed by Employee may be of use in its current or planned business, research, development or marketing, COMPANY shall own that Innovation, and Employee shall assign all of Employee's rights in such Innovation to COMPANY on a worldwide basis and in perpetuity. At COMPANY's request during and after the Term, Employee shall assist and cooperate with COMPANY in all respects and will execute documents, give testimony and take further acts COMPANY requests to acquire, transfer, maintain and enforce patent, copyright, trademark, trade secret and other legal protection for the Innovation. Employee hereby appoints the COMPANY Secretary as Employee's attorney-in-fact to execute documents on Employee's behalf for this purpose. 7.3 Exceptions. Employee shall supply COMPANY with all further information that COMPANY may request regarding the Innovations to assess their extent and significance. Employee is not required to assign to COMPANY, but shall disclose to COMPANY, Innovations that may or do qualify fully under section 2870 of the California Labor Code, as follows:"(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time, without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either: (l) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer; (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision(a), the provision is against the public policy of this state and is unenforceable."8. REPRESENTATIONS AND WARRANTIES. 8.1 Employee hereby represents and warrants that no rights of any third party are or will be violated by Employee's entering into or performing the Agreement, and Employee has not made and shall not hereafter make any agreement with any third party which could interfere with the exclusivity of Employee's services hereunder or the full performance of Employee's obligations hereunder. 8.2 Employee hereby represents and warrants that all of the results and product of Employee's services hereunder including, without limitation, any and all material composed, submitted, added, created, or interpolated by Employee pursuant to the Agreement (collectively, the "Work") shall be wholly original with Employee and none of the same has been or will be copied from or based upon any other work. The reproduction, exhibition, or any other use of the Work or any of the rights herein granted shall not violate any copyright and is not the subject of any litigation or claim that might give rise to litigation, and to the best of Employee's knowledge, or that which Employee should have known exercising reasonable prudence and diligence, shall not violate any right of privacy or publicity, or any other right of any person or entity. Employee agrees to indemnify and hold harmless COMPANY, its successors, licensees and assigns against any breach or alleged breach of any of the foregoing warranties. The warranties in this paragraph shall not apply to any material as furnished to Employee by COMPANY (unless such furnished material was written or created by Employee or originally furnished to COMPANY by Employee) or material inserted in any project by COMPANY, but shall apply to all material which Employee may add thereto.9. 1986 IRCA COMPLIANCE. Employee acknowledges that any offer of employment hereunder is subject to and contingent upon Employee's ability to prove Employee's identity and employment eligibility as required by the Immigration Reform and Control Act of 1986. Accordingly, Employee hereby agrees: (i) to complete and execute Section 1 ("Employee Information and Verification") of an Employment Eligibility Verification ("Form I-9") at the time of Employee's execution of the Agreement or commencement of services, whichever is earlier; and (ii) to deliver, in person, to COMPANY said Form I-9, together with documentation of Employee's employment eligibility, within three (3) business days of Employee's execution of the Agreement or commencement of services, whichever is earlier. If Employee fails to verify and deliver the Form I-9 as provided above, COMPANY may, by notice to Employee, terminate the Agreement and thereupon Employee's employment hereunder shall cease and terminate and neither party shall have any right, duty or obligation to the other under the Agreement except such as shall have accrued prior to the effective date of termination.9.1 TAX COMPLIANCE – SECTION 409A. Notwithstanding any provision to the contrary, all provisions of this Agreement shall be construed and interpreted to comply with section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A”) and if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A or regulations thereunder. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the Section 409A, deferral election rules and the exclusion from Section 409A for certain short-term deferral amounts. Any amounts payable under this Agreement solely on account of an involuntary separation from service within the meaning of Section 409A shall be excludible from the requirements of Section 409A, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum possible extent. To the extent that deferred compensation subject to the requirements of Section 409A becomes payable under this Agreement to a "specified employee" (within the meaning of Section 409A) on account of separation from service, any such payments shall be delayed by six months to the extent necessary to comply with the requirements of Section 409A. Further, any reimbursements or in-kind benefits provided under this Agreement that are subject to Section 409A shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during the period of time specified in the employment agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding anything in this Agreement to the contrary, any right of COMPANY to offset or otherwise reduce any sums that may be due or become payable by COMPANY to Employee or for the account of Employee, by any overpayment or indebtedness of Employee, shall be subject to limitations imposed by Section 409A.10. NOTICES. Any notice pertaining hereto shall be in writing. Any such notice and any payment due hereunder shall be served by delivering said notice or payment personally or by sending it by mail (postage or applicable fee prepaid) or confirmed facsimile, addressed as follows (or as subsequently designated in writing):To Employee: Name: Address: To COMPANY: Align Ballet Method Inc.8149 Santa Monica Blvd #371 West Hollywood, California, 90046 Contact@AlignBalletMethod.com With a copy to: The Law Offices of Melissa K. DagodagMelissa K. Dagodag. Esq.468 North Camden DriveBeverly Hills, CA 90210The date of personal delivery, mailing or confirmed facsimile of such notice or payment shall be deemed the date of service of such notice or payment, unless otherwise specified herein; provided, however, that any notice from Employee which commences the running of any period of time for COMPANY's exercise of any option or COMPANY's performance of any other act shall be deemed to be served only when actually received. If the last day on which COMPANY may exercise an option is a weekend day or holiday, such option may be exercised by COMPANY on the next business day.11. ASSIGNMENT. COMPANY shall have the right to assign the Agreement, in whole or in part, or lend Employee's services to any person, entity, COMPANY or corporation, including, but not limited to, any parent, subsidiary, partner or affiliated corporation of COMPANY, or any successor company in interest to COMPANY, or to any corporation with or into which COMPANY merges or consolidates, or to any other person, entity, COMPANY or corporation, or to any licensee or successor of COMPANY. COMPANY may assign and/or license all or any part of its rights to the results and proceeds of Employee's services, and/or to use Employee's name, likeness, and biographical data, and all of Employee's representations and warranties hereunder, to any person, COMPANY or corporation whatsoever, and the Agreement shall inure to the benefit of all such assignees and licensees. The Agreement and Employee's services and obligations hereunder are personal to Employee and may not be assigned by Employee.12. SEVERABILITY. If any one or more provisions contained herein shall be held or determined for any reason whatsoever to be invalid or unenforceable, either in whole or in part, then such affected provisions, or portion thereof, shall be curtailed and limited only to the extent necessary to bring them within the legal requirements and shall be deemed separable and independent from the remaining covenants or provisions hereof and shall nevertheless in no way affect the validity of any of the other provisions hereof.13. APPLICABLE LAW. THE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS ENTERED INTO AND TO BE WHOLLY PERFORMED IN THAT STATE. THE PARTIES SUBMIT AND CONSENT TO THE EXCLUSIVE JURISDICTION OF THE COURTS (STATE AND FEDERAL) IN THE STATE OF CALIFORNIA IN ANY LEGAL PROCEEDING BROUGHT TO ENFORCE (OR OTHERWISE RELATING TO OR ARISING OUT OF) THE AGREEMENT. NOTHING IN THE AGREEMENT SHALL BE CONSTRUED AS CREATING A THIRD PARTY BENEFICIARY AGREEMENT. EMPLOYEE CONSENTS THAT EMPLOYEE SHALL BE DEEMED PERSONALLY SERVED IN CONNECTION WITH ANY LEGAL PROCEEDING FILED BY COMPANY UPON SERVICE BY CERTIFIED MAIL OF THE APPROPRIATE PLEADING OR ORDER TO THE ADDRESS DESIGNATED FOR SERVICE OF NOTICES, ABOVE, PROVIDED HOWEVER THAT EMPLOYEE ALSO MAY BE SERVED BY ANY OTHER MEANS PERMITTED BY LAW.14. DATE. The Agreement shall be deemed executed as of the date specified in the introductory clause of the Agreement, regardless of the actual date of execution.15. COUNTERPARTS. The Agreement may be executed in any number of counterparts, each of which shall be an original as against any party whose signature appears thereon and all of which together shall constitute one and the same instrument.16. CELL PHONE/INTERNET POLICY. Employee shall not use any computer or other electronic devices of COMPANY for Employee’s personal purposes, including without limitation browsing the Internet.17. ARBITRATION/MEDIATION: The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be submitted to JAMS, or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for final and binding arbitration pursuant to the clause set forth in Paragraph 17.5 below. 17.1 Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. 17.2 The parties will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. The parties agree that they will participate in the mediation in good faith and that they will share equally in its costs. 17.3 All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. 17.4 Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or at any time following forty-five (45) days from the date of filing the written request for mediation, whichever occurs first ("Earliest Initiation Date"). The mediation may continue after the commencement of arbitration if the parties so desire. 17.5 At no time prior to the Earliest Initiation Date shall either side initiate an arbitration or litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of Paragraph 3 above. 17.6 All applicable statutes of limitation and defenses based upon the passage of time shall be tolled until 15 days after the Earliest Initiation Date. The parties will take such action, if any, required to effectuate such tolling. 17.7 Each party hereto shall bear its own costs of mediation and arbitration, including without limitation attorneys’ fees and expert witness fees regardless of the outcome of any such dispute.18. ENTIRE AGREEMENT: This Standard Terms together with the Sheet and Exhibit “A” constitutes the entire agreement between the parties hereto. This Agreement may not be amended except in a writing signed by both parties hereto.END OF STANDARD TERMS & CONDITIONS
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Signed by Michael Cornell
Signed On: November 14, 2022
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Document Name: Align Instructor Employment Agreement
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