JANE DOE CONFIDENTIAL EMPLOYMENT CONTRACT Title: Position Date Issued: This contract is hereby entered by and between:

ABC(EMPLOYER) and JANE DOE (EMPLOYEE), Honolulu, Hawaii. WHEREAS, The EMPLOYER has been contracting the services of JANE DOE as (name of position) under Independent Contractor status under a Memo of Intent dated March 28, 2005. The EMPLOYER now desires to make JANE DOE an employee handling various facets of the business situated at 401 Kamakee St., Honolulu, HI. 96814. NOW THEREFORE IT IS AGREED AS FOLLOWS: Term 1. Subject to any specific term in the letter of appointment, the employee is employed for a term of 24 months from the commencement of this contract, after which the contract may be renegotiated. The laws of the State of Hawaii with respect to employment and contracts shall govern the interpretation and enforcement of the terms of this contract.

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Remuneration, Benefits, Leave and Other Conditions 3. The EMPLOYER agrees to pay the employee a base salary of $ per annum payable by equal, weekly payments to be made by each Friday in the amount of $ . The EMPLOYER may from time to time introduce and operate various incentive or bonuses to promote the best interests of the business. At the sole discretion of the EMPLOYER, the EMPLOYEE may be entitled to participate in such incentives.

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The EMPLOYEE shall be entitled to all normal staff benefits including statutory holidays and those declared by the EMPLOYER, plus fifteen (15) days annual holiday leave which may be taken in whole or in parts of no less than one day (timing by mutual agreement). The EMPLOYEE shall be entitled in each calendar year up to paid special leave which may be applied in the case of: Illness or injury (if more than consecutive EMPLOYER may request a doctors certificate); The spouse, partner or a dependent is ill or injured; A family bereavement, which required funeral leave. days days, the

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The EMPLOYER will reimburse the EMPLOYEE all business related expenses, such as travel, accommodation, business meals, parking, office supplies and other reasonable expenses on presentation of a receipt and itemized expense statement from the employee.

Duties and Responsibilities 8. The EMPLOYEE shall carry out the duties of Executive Director, requirements and responsibility of the position described more fully hereinafter in Attachment A. The EMPLOYEE will comply with all reasonable directions of the EMPLOYER regarding the use and application of materials and property of the EMPLOYER. In performing the duties, the employee shall diligently and faithfully serve the EMPLOYER and use his/her best efforts to promote and protect the EMPLOYERS interests.

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JANE DOE Confidential Employment Contract

Confidentially, Security, and Respect for Individual Rights 11. 12. The EMPLOYEE and the EMPLOYER acknowledge that the terms and conditions of this agreement are to remain confidential. The EMPLOYEE acknowledges that he/she has read, understood and agree to the company information, policies and health and safety guidelines. (See separate document). The EMPLOYER and EMPLOYEE shall respect and understand the individual rights of other staff of the EMPLOYER. Disputes between the Parties and Choice of Law: a. In the event of a dispute between the parties, the choice of law shall be the law of the State of Hawaii. Hawaii law shall govern construction of the contract for all purposes to the extent that Hawaii State Law does not violate the United States Constitution. Unless otherwise required by clear definition of conflicts of law, the choice of law for any dispute arising from this AGREEMENT shall be the law of the State of Hawaii and, if applicable, the law of the United States of America. ABC will insure that ______ will be covered by both Workmans Compensation and Temporary Disability insurance and any other coverage required by the Hawaii Revised Statutes. In the event of any dispute between the parties hereto, the dispute shall be submitted to the American Arbitration Association and be decided by neutral binding arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall construe this Agreement and the rights of the parties hereunder in accordance with the laws of the State of Hawaii U.S.A. Any decisions made by the arbitrator shall be deemed binding for the purposes of this Agreement and are not appealable. Costs and

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JANE DOE Confidential Employment Contract

expenses incurred shall be borne in accordance with the decisions made by the arbitrator. This is the sole legal remedy JANE DOE and ABC shall have with respect to any disputes arising from this agreement, i.e., each party hereby waives his, her or its rights to seek redress in any court system that might otherwise be available to him, her or it. The decision of the arbitrator shall be nonappealable. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. e. In the event that JANE DOE becomes permanently physically or mentally unqualified for duty as (Executive Director/ Other) a result of sickness or injury as determined by an approved physician, JANE DOE shall be medically retired. ABC shall not be responsible for Medical Retirement Benefits.

Voluntary Resignation 15. In the event JANE DOE elects to terminate her assignment to MR. HAIG prior to completion of her originally agreed upon term, she may do so by providing Three Weeks notice to MR. HAIG who will in turn seek an acceptable replacement

Intellectual Property and Other Business Interest 16. Except under proper performance of the EMPLOYEES duties, the EMPLOYEE shall not divulge intellectual property information obtained, generated or acquired through employment regarding the business affairs, property, customers, clients, staff or principals of the EMPLOYER. Any and all designs, inventions, developments or like, when made in whole or part by the employee in the course of his/her employment and developed during normal work hours, shall become the property of the EMPLOYER. The EMPLOYEE shall not during the continuance of employment be employed by any other business, which may directly compete with the EMPLOYER without the prior written consent of the EMPLOYER.

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JANE DOE Confidential Employment Contract

Termination 19. It is agreed that either party may terminate this employment contract by three (3) weeks prior written notice or the EMPLOYER may elect to make payment in lieu of such notice. The EMPLOYER may terminate the EMPLOYEES employment without notice or payment (except as required by law) upon the occurrence of any of the following events: a. b. c. The EMPLOYER finds, after due diligence, that the EMPLOYEE is guilty of sexual harassment. The EMPLOYEE is guilty of embezzlement or other financial misconduct involving money belonging to the company. After having a face-to-face meeting with the EMPLOYER, the EMPLOYEE has a right to defend against such charges or accusations brought against her. If it is the opinion of a majority vote of the Board of Directors that the EMPLOYEE has conducted herself (whether or not in the course of her employment) in a manner likely to bring the EMPLOYER into disrepute, the termination shall be held valid.

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Upon Termination of the EMPLOYEES employment under this agreement, either by mutual agreement or under any of the above reasons, the EMPLOYEE shall immediately return to the EMPLOYER all types of documents and copies thereof within the EMPLOYEES possession or control that relate to the intellectual property, affairs and business of the EMPLOYER. All physical property of the EMPLOYER or property under the contractual control of the EMPLOYER shall immediately be returned to the EMPLOYER.

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JANE DOE Confidential Employment Contract

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Upon the termination of employment, the employee shall be entitled to be paid in respect of the annual holiday earned by the EMPLOYEE that have not already been enjoyed.

This clause is intended to apply for the period specified after the date of the EMPLOYEES termination of employment and whilst the EMPLOYER continues trading in its present business activities. Illegality 24. If for any reason a provision of this agreement is declared invalid or unenforceable the remaining provisions shall not be affected or impaired.

Signatures and Endorsements Made this day of 2011

JANE DOE (EMPLOYEE)

JIM FAWN , President (EMPLOYER)

JANE DOE Confidential Employment Contract