MODELEXPATRIATE CONTRACT OF EMPLOYMENT

INDEX

1. Appointment2. Contract period3. Probation period4. Obligations of the Employee5. Overtime6. Salary7. Annual bonus8. Holidays/leave9. Travel air tickets10. Accommodation11. Other benefits12. Visa residence/work permit13. Other business interests14.Confidential and business information15. Termination16. Dismissal17. Taxes18. Conditional contract19. Governing law and dispute resolution20. Entire Contract

ANNEX.- Other benefits

Travel to home countryTravel expensesCarHealth insuranceEducation feesBaggage allowance

This contract is intended to apply to the employment conditions between a company located in one country, which takes on employees (and especially, those of management and senior management cadre) who reside in another country. It is to be used in particular by companies which have subsidiaries in several countries and contract employees who will have to move overseas, which involves a set of expenses and therefore requires the contract to include certain benefits additional to those of standard and conventional salary.

The twenty clauses of the contract cover the main issues such as the appointment to the post (job title), contract period, payment (salary plus bonus), paid leave, residence and work permits, causes for dismissal and payment of taxes. The annexes of the contract include additional benefits which may be offered to the employee, such as return travel to his/her home country, accommodations, company car, medical insurance, school fees, etc.

Certain clauses include a number of alternative options, so that the company may choose whichever best suits the characteristics of the position governed by the contract. The company may use this model contract as a template for the preparation of contracts for expatriate employees.

For employees (essentially managers and directors) who are required to move to a company located in another country, this model contract may be used as a guide for negotiating employment conditions with the company which may offer such employment.

Nº of pages: 9 + 3 (User Guide)Format: WordLanguage: English

EXPATRIATE CONTRACT OF EMPLOYMENT

This Employment Contract is made at ................................ [specify city and country] on .................... [date/month/year] by .…………................................. [name of the Employer], with registered/fiscal identity number…………….……., and address at ................................................ , represented by ............................................................. [name and surname, position] (hereinafter referred to as the "Company") of the First Party,

And, ................................................ [name of the Employee], an individual, citizen of ............................... [country], holding passport number ................................... and address at ............................................................................... (hereafter referred to as the "Employee") of the Other Part.

And whereas the Employee is willing to be employed by the Company, and the Company is willing to employ the Employee, on the terms and conditions set forth in this Contract, both Parties agree as follows:

1. APPOINTMENT

1.1 The Company appoints the Employee and the Employee agrees to serve the Company as ............................ [job title] in ................... [name of the country].

1.2 The Employee warrants that by virtue of entering into this Contract he will not be in breach of any express or implied terms of any contract with or any other obligation to any third party binding upon him.

2. CONTRACT PERIOD

2.1 The employment of the Employee shall commence on ............ [date/month/year].

2.2 The initial Contract period will continue for ....... [1, 2, 3, 4, 5] years. It will be subject to ....... [1, 2, 3] months´ notice by either Party.

3. PROBATION PERIOD

3.1 The Employee will be on probation for the first ........ [1, 2, 3] months. Subsequently, depending on the Employee´s performance, the Employee will be confirmed and retained as an employee of the Company.

3.2 The months of the probation period will form part of the first year of the Contract period.

4. OBLIGATIONS OF THE EMPLOYEE

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During the Contract period, the Employee shall:

4.1 Perform all the duties that may be required in the capacity specified in Clause 1.1 of this Contract to the reasonable satisfaction of the Company.

4.2 Perform all the duties anywhere within the ............. [name of the country] or elsewhere as may require by the Company from time to time.

4.3 Devote the whole of his/her time and attention to the business of the Company, use his/her best endeavours to promote the interests of the Company, and comply with all lawful instructions given to him/her by the Company or any of its duly authorised representatives.

4.4 Observe and respect the laws and customs of the ............... [name of the country] at all times.

5. OVERTIME

Alternative A. The Employee may be required to undertake work outside normal business hours but in this case (s)he will not be entitled to any remuneration in addition to that specified in this Contract.

Alternative B. The Employee may be required to undertake work outside normal business hours but in this case (s)he will be entitled to additional remuneration that is fixed at ......... [insert amount and currency] per hour worked.

6. SALARY

6.1 Subject to the performance of his/her obligations, the Company shall pay the Employee by way of remuneration for his/her services under this agreement a gross salary of ..................... [insert amount and currency] per ............ [month/year].

6.2 The salary will be paid on the last day of each calendar month.

6.3 The salary will not be payable during any absence from work unless such absence is due to:

6.3.1 Illness duly certified by a qualified medical doctor.

6.3.2 Holidays and periods of leave authorised by the Company.

6.4 The salary, as mentioned in clause 6.1 shall be reviewed by the Company - with the process, methodology and outcome of such review being at the absolute discretion of the Company - each calendar year, without a commitment to increase.

6.5 The Company shall be entitled to deduct from the salary payable to the Employee:

6.5.1 All appropriate deductions for income tax according to the legislation of .................. [name of the country].

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6.5.2 All other deductions per social security and any other benefits provided to him by the Company, according to the legislation of ..................... [name of the country].

7. ANNUAL BONUS

7.1 Upon satisfactory completion of the first year Contract period, the Employee shall be paid a bonus equivalent to ..... % [10, 15, 20, 30] of salary (excluding benefits) earned during that period.

7.2 For each full year of satisfactory service after that, a bonus shall be payable at the rate of ..... % [10, 15, 20, 30] of annual salary (excluding benefits).

8. HOLIDAYS/LEAVE

8.1 The Employee shall be entitled to ........ [usually 22] working days [plus two travel days] of paid leave per year. The Employee will be entitled to paid leave only once the first year of the Contract has been completed.

8.2 The Employee shall be entitled to ..... [2, 3, 5] working days of leave during the probation period. This day will be deducted from the working days paid leave of the first year of Contract.

8.3 Holidays shall be taken at such times as considered most convenient to the requirements of the Company´s business.

8.4 Female Employees [and male, depending on the legislation of each country] shall be entitled maternity leave of ........ days as set out in the legislation of .............. [ name of the country].

8.5 On termination of the Contract, if the Employee has taken more or less than his annual accrued holiday's entitlement, the appropriate adjustment shall be made to any payment of salary [including bonus and benefits] from the Company to the Employee.

9. TRAVEL AIR TICKETS

9.1 Unless the Employee is resident in .............. [name of the country] immediately before his/her engagement under this Contract, the Company shall provide the Employee [and spouse or children if applicable] with free air tickets to and from ...............[name of the country] at the commencement and upon termination of his employment with the Company.

9.2 The air tickets will be provided in ............. [economy/business/first] class from ............... [mention country and town departure airport] to ............... [mention country and town arrival airport].

10. ACCOMMODATION

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10.1 The Employee shall be provided with an apartment [or in special cases, a villa] in .............. [name of the country]. All accommodation will be air- conditioned/centrally heated.

10.2 The Company will reimburse the cost of electricity, water and the usual services but not telephone charges, which will be the responsibility of the Employee.

10.3 A grant of ........... [include amount and currency] will be paid to the Employee on his/her arrival in ............... [name of the country] for the purpose of furnishing and equipping his/her accommodation in accordance with Company standards. All furniture and equipment purchased by the Employee will belong to and remain the property of the Company.

11. OTHER BENEFITS

The Employee shall be entitled to other benefits (if any) as specified in the Annex of this Contract.

12. VISA RESIDENCE/WORK PERMIT

Alternative A. The Company will obtain from the government of ...................... [name of the country] the appropriate visa for residence, work permit, etc., for the Employee, in compliance with the immigration laws of the country. However, the Company will not be responsible for obtaining the visa residence or work permit for the spouse or children of the Employee.

Alternative B. The Company shall not be responsible for obtaining or bearing any costs of obtaining the appropriate visa residence, work permit, etc., for the Employee in compliance with the immigration laws of ............. [name of the country].The Company shall not be responsible for obtaining, procuring or arranging for any visa, work permit, etc., for the spouse or children of the Employee.

Alternative C. The Employee shall be solely responsible for procuring, obtaining and securing all the appropriate visa residence, work permit, etc., for himself, his spouse or children. All costs involved shall be exclusively borne by the Employee with no liability of the Company of whatsoever nature to compensate the Employee under any circumstances seen unforeseen, known or unknown.

13. OTHER BUSINESS INTERESTS

13.1 The employee shall not during the continuance of his/her employment (whether during or outside working hours) without the prior consent in writing of the Company, be directly or indirectly engaged, concerned or interested in any business, profession or occupation other than that of the Company, in accordance with the terms of this Contract.

13.2 The employee shall not during the continuance of his employment (except with the prior consent of the Company) introduce to any other person, firm or company business of any kind which could appropriately be dealt with the Company, nor shall

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(s)he have any financial interest in or derive any financial benefit from any contracts made by the Company with any third party.

14. CONFIDENTIAL AND BUSINESS INFORMATION

14.1 The Employee shall not at any time, either during this Contract (except in the normal course of his duties) or after its termination, without the prior written consent of the Company, use or disclose or allow to be disclosed to any third party any confidential information concerning the business of the Company.

For the purpose of this Clause, confidential information means:

14.1.1 Any information, oral or written, of a confidential nature whether distinguished as confidential or not such us: corporate strategy, business developments plans, product designs, intellectual property, business contacts, terms of business with customers/suppliers or potential customers/suppliers, annual budgets, management accounts and other financial information.

14.1.2 Any confidential report or research was undertaken by the Company before or during the course of the Employee´s employment.

14.1.3 Lists of the names and contact details of the individuals, clients or partners with whom the Company does business.

14.1.4 Contact details of all employees and directors of the Company, together with details of their remuneration and benefits.

14.1.5 Information designated as confidential by the Company, or which the Employee knows or should know to have been supplied by the Company subject to any obligation of confidentiality.

14.2 Upon termination of this Contract the Employee must return to the Company all documents in his/her possession in any medium (paper, electronic, etc.) relating to the Company's affairs.

14.3 The obligation of the Employee under this Clause 14 shall continue to apply after the termination of this Contract.

15. TERMINATION

15.1 This Contract may be terminated by either Party subject to ............. [1, 2, 3] months wrote a notice to the other.

15.2 The Company may, at its absolute discretion, elect to terminate the Contract at any time by making a payment of salary until the date of termination in lieu of written notice.

16. DISMISSAL

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The Company may terminate this Contract:

16.1 At any time within the first ......... [1, 2, 3] months of the Contract if the Employee is found to have given false information to the Company, whether in regard to his/her qualifications or otherwise. In such case, the Company may recover from him/her the cost of all air tickets and other expenses related to this Contract.

16.2 At any time within the first ........ [1, 2, 3] months of the Contract if the Employee, in the opinion of the Company, is not fully competent or unsuited to the tasks assigned to him/her.

16.3 At any time without notice or salary in lieu of notice, if the Employee is guilty of misconduct, including but not limited to breach of contract, dishonesty, absence without leave, or failure to comply with lawful instructions.

16.4 At any time without notice or salary in lieu of notice if the Employee is found to be doing business for his/her personal benefit at the expense of the Company or is using confidential information obtained from the Company to the detriment of the Company.

17. TAXES

17.1 The Employee acknowledges his/her responsibility for the payment of all personal taxes in ............... [name of the country], his/her home country or any country in which (s)he is located.

17.2 The Employee agrees to provide the Company financial department on a timely basis with all the relevant personal tax information. Any tax liability resulting from the failure to provide full and complete tax information to the Company financial department on a timely basis will be borne by the Employee.

18. CONDITIONAL CONTRACT

This Contract is conditional upon and shall only take effect, if:

18.1 The Employee satisfactorily passes a medical examination prescribed by the Company.

18.2 .............. [The Company or The Employee] is able to obtain a residence visa, work permit or other documents relevant to the Employee's engagement by the Company in .................... [name of the country].

18.3 Satisfactory references are obtained by the Company relating to the Employee.

In the event of any of these conditions not being satisfied, neither Party shall be under any obligation to the other.

19. GOVERNING LAW AND DISPUTE RESOLUTION

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This Contract and any dispute, difference, proceedings or claim of whatever nature arising out of or in connection with this Contract shall be governed by the laws of ............... [ name of the country].

20. ENTIRE CONTRACT

This Contract along with the Annex shall constitute the entire Contract between the Company and the Employee and any change required to be made in the terms shall be made in writing and signed by both parties.

Both Parties declare their conformity to the present Contract, which is signed in two copies, each of which shall be considered an original.

SIGNED by a duly authorised representative of the Company.

SIGNED for and on behalf of the Company SIGNED by the Employee

__________________________________ ________________________[name and job title of the Representative [name of the Employee]of the Company]

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ANNEX. OTHER BENEFITS

TRAVEL TO HOME COUNTRY

Per each year of Contract, the Company will provide the Employee with a return air ticket in ............ [economy/business/first] class for him/her and ............. [his/her family, spouse and children] from the ................[name of the country] to the home country of the Employee.

The air tickets will be provided by the Company. An Employee buying his/her own ticket will not be entitled to reimbursement unless such purchase has been authorised in advance by the Company.

TRAVEL EXPENSES

Alternative A. When required to travel within or outside .............. [name of the country] on Company business, the Employee shall be paid a daily allowance of ............ [ include amount and currency] in addition to his/her normal salary. This allowance shall be deemed sufficient to cover hotel accommodation and meals for the Employee. Alternative B. When required to travel within or outside ............... [name of the country], the Employee shall be entitled to reimbursement of travel costs, accommodation and living expenses in accordance with Company policy.

CAR

Alternative A. The Company will provide the Employee with a car for the purpose of business relating to the Company. Insurance and running costs there of will be the responsibility of the Company.

Alternative B. The Company will contribute the sum of ................... [include the amount and currency] towards the purchase of a car by the Employee in ............... [name of the country].

Alternative C. The Company will provide the Employee with an interest-free loan of up to ................ [include amount and currency] to enable him/her to purchase a car in ............... [name of the country]. The loan will be repaid in ........ [24, 36, 48] equal monthly instalments to be deducted from monthly salary payments.

HEALTH INSURANCE

During the term of this contract, the Company will contract with a prestigious insurance company a health insurance policy on behalf of the Employee and ........... [his/her family, spouse and children] to cover the costs and financial losses that may occur while (s)he lives and works in ............... [name of the country].

EDUCATION FEES

School fees payable by the Employee for the education of his/her children at ....................

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[primary/secondary] level in ............... [name of the country] will be reimbursed by the Company up to a maximum of ............... [include amount and currency] per child per year.

If any child of the Employee is educated at .................. [primary/secondary] level outside ............... [name of the country], the Company will reimburse the school fees up to a maximum of ............... [include the amount and currency] per child per year. The Company will also provide one return air ticket for each child per ......... [term/year], to enable the child to visit the Employee in ............... [name of the country] during the vacation.

BAGGAGE ALLOWANCE

On his/her initial journey to and his/her final journey from ............... [name of the country] the Company will reimburse the cost of baggage up to ........ kg. per person sent by sea/airfreight -For this purpose "person" shall be understood as the Employee and each member of his/her family accompanying him/her to reside in .............. [name of the country]-.

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Contracts drafted by the legal experts of Global Negotiator cover all relevant aspects that are negotiated and agreed in the different types of business between companies. However, when these contracts are used you should take into account some recommendations common to all of them that are described in this User Guide. DATE

The date when the contract comes into force is the one that appears in its header, as mentioned in the final paragraphs of the contract, before signatures (This Contract comes into force on the date written above).

In some contracts -for example in the Supply Contract- the date of coming into force is also mentioned in one of the clauses. In these cases you have to verify that the two dates inserted in the contract (in the heading and in the corresponding clause) are the same, in order to avoid discrepancies.

PARTIES

Be sure to insert in the first page of the contract the full details of the Parties:

When a Party is a company you must insert the following information: legal name, legal form (limited, incorporated, etc.), full address, registration data and fiscal identification number.

When a Party is an individual that works as independent professional (for example a commercial agent) you must insert the following information: full name, profession, full address and fiscal identification number.

CLAUSES

Clauses with different alternatives: choose the most favorable

In the most important clauses of each contract (exclusivity, payment terms, applicable law and competent jurisdiction, etc.) several drafting alternatives are proposed so you can choose the most appropriate to each situation. Therefore, the user before submitting the contract to the other Party must choose the alternatives that seem best suited to their interests, and eliminate the rest. Clauses with blank spaces to be completed

In several clauses of the contract blank spaces appear with dots (.......................) that the user has to complete inserting text. Following the dots, between brackets, you will see the data and explanations to insert the text.

When the text between brackets is in normal letters (the same as the contract) and separated by "," or the word "o", the user must insert one of the options suggested.

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USER GUIDE

Example of blank space (........) with options to select between brackets:

Orders handled before completion of the present Contract which produces sales transactions within .......... [1, 2, 3, 6] months shall entitle the Agent to receive the corresponding commission. In this case, the user must choose between options 1, 2, 3 or 6 months and insert one in the blank space (........).

When the text between brackets is in italics the user has to insert the data and information requested and eliminate the bracketed text.

Example of blank space - (.........) to insert text:

Both parties, by mutual consent, resolve to refer any dispute to the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The place of arbitration shall be ........... [city and country]. In this case, the user must insert in the blank space (...........) the city and country chosen to conduct the arbitration and afterwards eliminate the bracketed text [city and country].

Notices Clause

Sometimes it may happen that the official address of the Parties which appear at the beginning of the contract is different from which is to be used for communications between the Parties during the terms of the contract. In this case, the user should include at the end of the contract a Notices Clause.

Example of Notices Clause:

Notices. - In order to comply with their contractual obligations, the Parties establish the following address for the provision of notices related to this contract:- Party 1 ............................................................. [insert full address].- Party 2 .............................................................. [insert full address].

ANNEXES

The contracts incorporate some Annexes, each of them, referenced to the corresponding Clause. Annexes are drafted in commonly used formats, although the user must adapt these formats and the text inserted in them to each particular situation.

SIGNATURES

People who sign

Persons signing the contract on behalf of the company must have the authority to do so and preferably, be entitled on the basis of a power of attorney. Below the signature, in addition to the full name of the person that signs his/her position must be inserted. When one of the Parties who signs is a natural person (for example a commercial agent in an Agency Contract) obviously he or she is the person that has to sign the contract.

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The laws of some countries require that contracts, to be valid, shall be signed in front of witnesses or a public notary. Therefore, before signing a contract you should be informed about the requirements that may exist in each country.

Place and date of signature

Usually, contracts are signed by both Parties on the same date and place. Nevertheless, in international contracts, due to physical distance, it is common that each of the Parties sign in different dates and places. This contract provides for both alternatives so it comes to choosing the most appropriate to each situation.

Number of copies

Usually, the Parties sign two copies of the contract, each Party retaining one of them, but cal also arise the need to sign more copies. In this case, all you have to do is mention explicitly the number of copies to be signed in the paragraph that is included at the end of the contract (Both Parties declare their conformity to the present contract, which is signed in ...... copies, each of which shall be considered an original).

GENERAL RECOMMENDATIONS

The Parties must sign all pages of the contract, including Annexes, so they are also valid. It is better to use ball point or pen (not pencil) in a color other than black (e.g.: blue); this makes it easier to distinguish an original document from a photocopy.

It is preferable (although no mandatory) to express sums of money and percentages in words and figures. Of course, the words and figures for a given amount must match exactly. You also must insert the currency in which the amounts are expressed. It is advisable to use the rules establish by ISO that name each currency by three capital letters (EUR for euro, USD for dollar, GBP for sterling pound, JPY for Japanese yen, etc. - you can get the acronyms of every currency in the website www.oanda.com).

Once you have chosen the best alternatives of each clause and have completed the blank spaces you should revise the whole contract to remove remaining paragraphs and correct any errors.

LEGAL WARNING

Depending upon your particular situation this contract might not meet your needs and requirements. In case of doubt, you should consult a legal advisor.

Global Marketing Strategies, S.L. as publisher and copyright holder of this contract disclaims all warranties, whether express or implied, respecting the legal content of this contract. For any claims arising out or in connection with the use of this contract, Global Marketing Strategies shall be limited to a refund of the purchase price.

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