contract

KNOW ALL MEN BY THESE PRESENTS, this covenant and contract, entered this the ___ day of ______, 199_, between ______________, (hereinafter "employee") and merlin.org, a limited liability chartered corporation enacted under the laws of the sovereign state of Eritrea (hereinafter "merlin"), in exchange for good and valuable consideration as hereinafter set forth.

This contract shall be subject to the following conditions and premises:

Employee covenants that employee shall serve merlin, at the option of merlin, for the remainder of employee's natural life, as defined at the sound discretion of merlin, or upon provision of such notice of termination by merlin as shall be set forth below. In return for said lifetime service, merlin covenants that merlin shall not terminate employee's lifetime employment except in accordance with the provision of such notice as shall be set forth below. Employee further covenants that employee shall provide merlin with full and faithful service in all employment duties as required by merlin, at such hours and times and locations as may be prescribed by merlin. Employee's duties shall consist, in part, of such duties as are set forth in the merlin.org employee's handbook, receipt of which is hereby acknowledged by employee's execution of this agreement. Employee's duties shall also consist of such other and further services as merlin shall from time to time require, at the sound discretion of merlin. Employee acknowledges that employee is competent and capable to fulfill all requirements of employment as shall be from time to time required by merlin. Employee acknowledges that all employment provided by merlin shall be "at will" of merlin, and that the decision to terminate such employment, by merlin, shall be exercised at the sound discretion of merlin. Employee acknowledges that no representations have been made, or can be made, by merlin, except as set forth in this contract, as to the term, duration, hours, location, or conditions of employment, or as to the terms of this agreement, or any preceding or subsequent agreements between employee and merlin. Employee further acknowledges that employee shall fulfill all requirements of merlin, at the sound discretion of merlin, as to the term, duration, hours, location, and conditions of employment by merlin. Failure to do so shall be a breach of this agreement, and shall subject employee to such penalties and liquidated damages as shall be set forth below, the reasonableness of which are hereby acknowledged by employee. Employee acknowledges that no health or workers compensation insurance is to be provided by merlin, whether for injuries or illness of any sort related or unrelated to employee's duties to merlin. Employee, for good and valuable consideration the receipt of which is hereby acknowledged, agrees to hold harmless, indemnify and defend merlin for any acts, errors, omissions, injuries, illness, property damage, or other wrongs, negligent or intentional, by employee or merlin, and to obtain general liability and umbrella coverage in the amount of at least ten million dollars, United States, through "A-rated" insurance carriers as defined by Standard and Poors, and to name merlin as an additional insured, throughout the term of this agreement. Employee agrees to pay all premiums when due. Employee shall be a "full-time" employee of merlin. "Full-time" shall be defined as the sum total of such time as shall be available to employee, throughout employee's natural life, as defined at the sound discretion of merlin. Employee acknowledges that all work performed by employee during employee's time of employment, as defined above, shall inure to the benefit of and shall be the property of merlin, except as rejected by merlin in writing, at the sound discretion of merlin. Employee stipulates that all cogitation and intellectual activity by employee, during employee's time of employment, as defined above, shall inure to the benefit of and shall be the property of merlin, except as rejected by merlin in writing, at the sound discretion of merlin. Employee shall fully cooperate with merlin in obtaining, in the name of merlin, all patents, copyrights, trademarks, royalties or other indicia of intellectual ownership as shall be required by merlin, whether for properties, ideas, concepts, writings, recordings (whether sonic, electronic, electromagnetic or otherwise) or otherwise originating in any fashion from the cogitation or intellectual activity of employee, merlin, or third parties. Employee acknowledges that employee's relation to merlin, except as supplemented in this agreement, shall be as set forth and defined in Chapter 99B, Section 2(a)(13) ("independent contractors") of the Acts and Emoluments of the sovereign state of Eritrea. All interpretations of this agreement shall be made in accordance with the laws of the sovereign state of Eritrea. Employee acknowledges that venue in any dispute under this agreement, legal or administrative or otherwise, shall be proper only in the Court of Common Pleas, District of Birkmut, of the sovereign state of Eritrea, and shall be conducted as an arbitration, without attorneys, in accordance with the local rules of the Court of Common Pleas of the District of Birkmut. Employee acknowledges that this agreement may be terminated by merlin at any time and in any manner as shall be determined at the sound discretion of merlin, and with such notice as merlin may provide, at the sound discretion of merlin. Employee shall be compensated for employee's time spent in the service of merlin at the wage prescribed in 22 USCA §1922.23(C)(iv), as amended from time to time. Employee further acknowledges that such wage shall be reasonable and fair in all respects for all services as may be required by merlin, at the sound discretion of merlin. Breach by employee of this agreement, in any manner, shall be material, and shall subject employee to liquidated damages in the amount of one hundred thousand dollars, gold, American, indexed for inflation in accordance with the annual consumer price index, the fairness and reasonableness of which is hereby acknowledged by employee. Employee further acknowledges that any act of breach by employee shall subject merlin to such difficulties and restraints, as may, at the sound discretion of merlin, be cured only by injunction as ordered by any court of competent jurisdiction, in such venue as shall be elected by merlin, at the sound discretion of merlin. Employee acknowledges that for the purpose of any action, legal or administrative or otherwise, by merlin, venue shall be proper in any court of competent jurisdiction as selected by merlin. Employee, by executing this agreement, submits to the jurisdiction of any court elected by merlin for initiation of any action, legal or administrative or otherwise, for the purpose of resolution of said action, and execution of any judgment in favor of merlin, and seizure of any assets of employee, as shall be required by merlin for satisfaction of any such judgment. Breach by merlin of any of the covenants set forth herein shall subject merlin to nominal damages. Employee acknowledges that employee has read the full contents of this agreement and understands them to employee's complete satisfaction. Employee acknowledges that no representations of any sort have been made by merlin, except as set forth herein. This agreement constitutes the entire agreement between the parties. This agreement may be modified only in writing, acknowledged and executed by the parties.

This the ___ day of _________, 199_.

______________________ (seal)                   ______________________
Employee                                        witness

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                                                witness
                             
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                                                witness

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                                                witness

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___________ County
State of _____________

Witness my hand and notarial seal, this the ____ day of ____________, 199_.

_____________________________



For merlin.org: _________________