EXHIBIT 10.6
MUZAK LLC
Form of Employment Agreement
Muzak LLC, hereinafter referred to as "Company", and ________________,
hereinafter referred to as "Employee", hereby enter into the following
Agreement:
1. Employment.
The Company hereby agrees to employ or to continue to employ Employee,
and Employee hereby accepts employment/continued employment upon the terms and
conditions contained herein. Any previous Employment Agreement between the
Company and Employee are superseded by this Agreement except for the Employee's
Compensation Plan.
2. Probationary Period.
Employment for newly hired employees shall be on a probationary period
for 90 days. Thereafter this Agreement may be terminated at any time at will by
either party, provided, however, that the Employee shall be entitled to all
commissions due him/her on the date of termination, except as otherwise provided
in Section 3 herein.
3. Compensation.
Compensation shall be payable to Employee in accordance with the
Employee's Compensation Plan which may be amended by the Company at any time at
its discretion.
4. No Other Similar Employment.
The Employee shall not, during the term hereof, be interested directly
or indirectly in any manner, as a partner, officer, director, stockholder,
advisor, employee or in any capacity, in any other business similar to the
Company's business of furnishing environmental background and foreground music,
audio messaging and music services, music videos, internet music products and
related services to commercial and industrial establishments or any other
business similar to the Company's business. The Employee may engage in
investment activities in non-related businesses, but may not be an active
participant in such business.
5. No Other Employment Agreements.
Employee warrants that he/she is not a party to any employment or like
agreement or restrictive contract or agreement which limits the scope of his/her
employment as described in this Agreement. Employee agrees to hold the Company
harmless from any and all suits and claims arising out of any such employment
agreement or restrictive contracts or agreements.
6. Non-Disclosure Covenant.
The Employee shall not, at any time or in any manner, either directly
or indirectly divulge, disclose, or communicate to any person, firm, or
corporation in any manner whatsoever any information concerning any matters
affecting or relating to the business of the Company, its manner of operation,
its plans, processes or other data without regard as to whether any of the
foregoing matters are deemed confidential, material or important. The parties
hereby stipulate that as among them, all matter relating to the Company is
important, material confidential and gravely affect the effective and successful
conduct of the business of the Company and the Company's goodwill, and that any
breach of the terms of Section 6 shall be a material breach of the Agreement.
Employee also agrees that he/she shall, upon termination of his/her employment
for any reason whatsoever, deliver to his/her supervisor any and all lists of
names or other customer or account data, contracts, proposals, studies, records,
engineering or economic data, forms, notes and any other articles or papers
which have come into his/her possession by reason of his/her employment or which
he/she holds for the Company, irrespective of whether or not any of said items
were prepared by him/her, and he/she shall not retain memoranda or copies of any
such items.
7. Non-Competition Covenant.
In recognition of the uniqueness of the services which the Company
provides, as well as the confidential information which will be disclosed to the
Employee in the course of his/her employment with the Company regarding such
services, and in consideration of his/her employment by the Company, the
Employee hereby agrees that he/she will not establish, open, or engage in any
business, trade, or occupation offering environmental background and foreground
music, audio messaging and music services, music videos, internet music products
and related services to commercial and industrial establishments or in any
manner become interested directly or indirectly, either as an employee, owner,
partner, agent, stockholder, director, officer or otherwise, in any such
business, trade or occupation within any of the geographic areas in which the
Company conducts business for a period of 18 months from the last date on which
the Employee is employed by the Company. In the event of breach of this section
by the Employee, the Company shall be entitled to preliminary injunctive relief
and damages.
8. Remedies.
Employee acknowledges that the restrictions contained in Sections 6
and 7 of this Agreement, in view of the nature of the business in which the
Company is engaged and the Employee's role in that business, are reasonable and
necessary to protect the legitimate interests of the Company. Employee
understands and agrees that his/her violation will cause irreparable injury
within a short period of time, and that the Company or its affiliates shall be
entitled to preliminary, permanent and other injunctive relief against any such
actual or threatened violations and to the recovery of reasonable attorney's
fees. Employee further agrees that in the event of a breach or threatened breach
by Employee of the provisions of Sections 6 and 7 of this Agreement, the Company
shall be entitled to seek and obtain a temporary restraining order or injunction
restraining Employee from engaging in such breach. Such relief shall be in
addition to, and in no way in limitation of, any and all other remedies the
Company shall have in law or in equity for the enforcement of such covenants and
provisions. Enforcement of the restrictive covenants set forth
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in Sections 6 and 7 of this Agreement shall be governed by the law of the state
in which enforcement is sought by the Company. The 18-month period specified in
Section 7 hereof shall cease to run during the continuance of any such
violation, and any portion of the said period remaining at the commencement of
any such violation shall not begin to run until said violation is fully and
finally cured. In the event that the restrictions on competition contained in
Section 7 hereof are held to be in any respect unreasonable or overly
restrictive, then the court so holding may reduce the period of time for which
they are applicable, or effect any other change to the extent necessary to
render such restrictions enforceable by said court.
9. Effect of Waiver.
The waiver by the Company of a breach of any provision of this
Agreement by Employee shall not operate as a waiver of any subsequent or other
breach by Employee.
10. Invalid Provisions.
In the event any provisions of this Agreement are held invalid or
unenforceable, such holding shall not affect the validity or enforceability of
the remaining provisions of this Agreement which shall nonetheless be deemed in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
this ____ day of _____________________, 19__.
I have read and fully understand the foregoing Agreement; I intend to
be legally bound hereby.
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Employee
MUZAK LLC
By:
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Bill Boyd
Title: Chairman
This Agreement shall be duplicated, one copy to be retained by Employee and one
copy to be retained in the Employee's personnel file
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