AT-WILL EMPLOYMENT AGREEMENT

(Alaska Jurisdiction)

[// GUIDANCE: This template is drafted for use by Alaska employers engaging an employee on an at-will basis. Bracketed placeholders must be customized. Optional provisions are denoted with “OPTIONAL.” Delete guidance comments and all inapplicable bracketed text before finalizing.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Position and Duties
   3.2 At-Will Employment & Alaska Exceptions
   3.3 Compensation
   3.4 Benefits
   3.5 Business Expenses
   3.6 Performance Standards
   3.7 Termination
4. Representations & Warranties
5. Covenants & Restrictions
   5.1 Confidentiality
   5.2 Intellectual Property & Inventions
   5.3 Non-Solicitation
   5.4 Non-Competition (OPTIONAL)
6. Default & Remedies
7. Risk Allocation
   7.1 Indemnification (Employee Conduct)
   7.2 Limitation of Liability (Salary & Benefits Cap)
   7.3 Insurance
   7.4 Force Majeure
8. Dispute Resolution
   8.1 Governing Law
   8.2 Forum Selection
   8.3 Arbitration (OPTIONAL)
   8.4 Jury Trial Waiver (OPTIONAL)
   8.5 Injunctive Relief (Limited)
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

This At-Will Employment Agreement (“Agreement”) is made and entered into effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

(a) [EMPLOYER NAME], [state/country of formation] [type of entity], with its principal place of business at [EMPLOYER ADDRESS] (“Employer”); and

(b) [EMPLOYEE NAME], an individual residing at [EMPLOYEE ADDRESS] (“Employee”).

Employer and Employee may be referred to individually as a “Party” and collectively as the “Parties.”

Recitals
A. Employer desires to employ Employee in the capacity described herein;
B. Employee desires to accept such employment on the terms and conditions set forth herein;
C. The Parties intend this Agreement to supersede all prior oral or written understandings regarding the subject matter hereof.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below. Defined terms appear alphabetically.

“Agreement” has the meaning set forth in the preamble.
“At-Will Employment” means employment that may be terminated by either Party at any time, with or without cause or advance notice, subject to Alaska law and Section 3.7.
“Cause” means (i) Employee’s material breach of this Agreement or Employer policy after written notice and a reasonable opportunity to cure, (ii) gross negligence or willful misconduct, (iii) fraud, embezzlement, or dishonesty, (iv) conviction of, or plea of guilty or nolo contendere to, a felony, or (v) any act or omission that materially harms Employer’s business or reputation.
“Confidential Information” has the meaning set forth in Section 5.1.
“Effective Date” has the meaning set forth in the Document Header.
“Employee Conduct” means any act or omission of Employee (including negligence, willful misconduct, or violation of law) occurring during the course and scope of employment.
“Employer IP” has the meaning set forth in Section 5.2.
“Notice” has the meaning set forth in Section 9.6.
“Restricted Period” has the meaning set forth in Section 5.4(a).

[// GUIDANCE: Add or delete defined terms as required for your transaction.]

3. OPERATIVE PROVISIONS

3.1 Position and Duties

(a) Employer hereby employs Employee as [TITLE / POSITION] reporting to [SUPERVISOR TITLE].
(b) Employee shall devote best efforts and full working time to the performance of duties as reasonably assigned, comply with all lawful instructions and policies, and act in Employer’s best interests.
(c) Employer may modify Employee’s duties, title, or reporting relationships consistent with business needs, provided such changes remain reasonably commensurate with Employee’s skills and experience.

3.2 At-Will Employment & Alaska Exceptions

(a) Nature of Employment. Employment under this Agreement is At-Will. Either Party may terminate employment at any time, for any lawful reason or no reason, with or without cause or advance notice, subject to Section 3.7.
(b) Alaska Exceptions. Nothing herein shall be construed to waive or limit (i) the public-policy exception, (ii) the implied-in-fact contract exception (including Employer manuals or promises), or (iii) the covenant of good faith and fair dealing recognized under Alaska law.

[// GUIDANCE: Ensure employee handbook disclaimers align with this clause to avoid implied contract claims.]

3.3 Compensation

(a) Base Salary. Employer shall pay Employee a base salary of [AMOUNT in words] Dollars (US$[AMOUNT]) per [hour/week/month/year], less required withholdings, payable in accordance with Employer’s normal payroll practices.
(b) Bonus (OPTIONAL). Employee may be eligible to receive a discretionary bonus in an amount and on terms determined by Employer in its sole discretion.
(c) Equity (OPTIONAL). Subject to board approval and applicable plan documents, Employee may receive an equity incentive grant as detailed in [Schedule A].

3.4 Benefits

Employee shall be eligible to participate in Employer’s benefit plans (health, retirement, paid leave, etc.) on the same basis as similarly-situated employees, subject to plan terms and eligibility requirements. Employer reserves the right to modify or discontinue any benefit plan at any time, to the extent permitted by law.

3.5 Business Expenses

Employer shall reimburse Employee for reasonable, pre-approved business expenses incurred in performing duties, in accordance with Employer’s expense policy and upon timely submission of appropriate documentation.

3.6 Performance Standards

Employee shall meet performance metrics and goals established by Employer and participate in periodic reviews. Failure to meet reasonable performance standards may constitute Cause under Section 3.7(b).

3.7 Termination

(a) Termination by Either Party. Either Party may terminate employment at any time by providing written Notice to the other Party.
(b) Termination for Cause by Employer. Employer may terminate Employee immediately for Cause upon written Notice specifying the factual basis.
(c) Termination by Employee for Good Reason (OPTIONAL). Employee may resign for Good Reason upon at least [NUMBER] days’ written Notice setting forth the grounds and allowing Employer an opportunity to cure. “Good Reason” means a material reduction in salary, material diminution of duties, or relocation more than [MILES] miles without consent.
(d) Final Wages and Accrued Benefits. Employer shall pay all earned but unpaid wages (including accrued, unused PTO if payable under Employer policy) within the timeframe required by applicable Alaska wage-payment statutes, but no later than three (3) working days following Employer-initiated termination and otherwise in accordance with law.
(e) Return of Property. Upon separation, Employee shall promptly return all Employer property (documents, devices, keys, etc.) and certify deletion of Employer data from personal devices.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations. Each Party represents and warrants that:
(a) it has full power and authority to enter into and perform this Agreement;
(b) entry into this Agreement does not breach any other agreement to which it is a party.

4.2 Employee Additional Representations. Employee further represents and warrants that:
(a) Employee is legally eligible to work in the United States and will provide required documentation (Form I-9);
(b) Employee is not party to any non-competition, non-solicitation, confidentiality, or similar agreement that would impair performance of duties under this Agreement;
(c) Employee possesses the qualifications and expertise represented to Employer.

4.3 Survival. The representations and warranties in this Section 4 shall survive termination of this Agreement.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

(a) Definition. “Confidential Information” means all non-public information relating to Employer’s business, including trade secrets, financials, customer data, strategies, and any information marked or reasonably understood as confidential, whether disclosed before or after the Effective Date.
(b) Obligation. Employee shall hold Confidential Information in strict confidence, use it solely for Employer’s benefit, and not disclose it to any third party except as authorized.
(c) Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no breach; (ii) is received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law after prompt Notice to Employer (unless legally prohibited).
(d) Duration. The confidentiality obligations survive for the longer of five (5) years after termination or, as to trade secrets, so long as such information remains a trade secret under applicable law.

5.2 Intellectual Property & Inventions

(a) Assignment. Employee agrees that all inventions, discoveries, works of authorship, and other intellectual property conceived or developed during employment that relate to Employer’s business (“Employer IP”) shall be the sole property of Employer. Employee hereby irrevocably assigns all right, title, and interest in Employer IP to Employer.
(b) Further Assurances. Employee shall execute any documents and take further actions reasonably requested to perfect Employer’s rights in Employer IP.

5.3 Non-Solicitation

For twelve (12) months following termination (“Restricted Period”), Employee shall not, directly or indirectly:
(a) solicit or induce any employee or independent contractor of Employer to terminate or modify his/her relationship with Employer; or
(b) solicit, divert, or take away any customer or prospective customer with whom Employee had material contact during the twelve (12) months preceding termination for a competing business purpose.

[// GUIDANCE: Alaska courts generally enforce reasonable non-solicitation clauses ancillary to employment.]

5.4 Non-Competition (OPTIONAL)

(a) Scope. During the Restricted Period, Employee shall not, within [GEOGRAPHIC SCOPE], engage in or assist any business that is competitive with the products or services Employee materially worked on during the last twelve (12) months of employment.
(b) Reasonableness. The Parties acknowledge that the restrictions in this Section 5.4 are reasonable in duration, geographic area, and scope, and are necessary to protect Employer’s legitimate business interests.
(c) Blue-Pencil. If any restriction is deemed unenforceable, a court may modify it to the minimum extent necessary to render it enforceable.
(d) Alaska Public Policy. Nothing herein restricts Employee’s right to engage in a lawful profession, trade, or business in violation of Alaska public policy.

[// GUIDANCE: Consider narrower scope/duration (e.g., six months, specific clients) to enhance enforceability in Alaska.]

6. DEFAULT & REMEDIES

6.1 Events of Default. An “Event of Default” occurs if either Party materially breaches this Agreement and fails to cure such breach within ten (10) days of written Notice (or immediately if breach is incapable of cure).

6.2 Remedies.
(a) Monetary Damages. The non-defaulting Party may recover actual damages, subject to Section 7.2.
(b) Equitable Relief. The Parties agree that breach of Section 5 (Covenants & Restrictions) would cause irreparable harm and, subject to Section 8.5, the non-defaulting Party may seek temporary or permanent injunctive relief without posting bond, in addition to other remedies.
(c) Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement is entitled to reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Indemnification (Employee Conduct)

Employee shall indemnify, defend, and hold harmless Employer and its officers, directors, employees, and agents from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from Employee Conduct, except to the extent caused by Employer’s gross negligence or willful misconduct.

7.2 Limitation of Liability (Salary & Benefits Cap)

Except for (i) indemnification obligations under Section 7.1, (ii) Employee’s breach of Section 5, or (iii) liability that cannot legally be limited, Employer’s aggregate liability to Employee arising under or relating to this Agreement shall not exceed an amount equal to the total base salary and benefits actually paid to Employee during the twelve (12) months immediately preceding the event giving rise to the claim.

7.3 Insurance

Employer shall maintain workers’ compensation and other insurance as required by Alaska law and may, in its discretion, maintain employment practices liability insurance. Employee is responsible for maintaining personal insurance coverage (e.g., auto insurance for business travel).

7.4 Force Majeure

Neither Party is liable for failure or delay in performance to the extent caused by events beyond its reasonable control (e.g., natural disasters, war, pandemic, governmental action), provided the affected Party gives prompt Notice and uses commercially reasonable efforts to resume performance.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement, and all claims or causes of action (whether in contract, tort, or statute) arising hereunder, shall be governed by and construed in accordance with the laws of the State of Alaska, without regard to conflict-of-law rules.

8.2 Forum Selection

Subject to Sections 8.3 and 8.5, the Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY, ALASKA] for any dispute arising out of or relating to this Agreement.

8.3 Arbitration (OPTIONAL)

(a) Agreement to Arbitrate. If this box is checked ☐, any dispute, claim, or controversy arising out of or relating to this Agreement or employment shall be resolved by final and binding arbitration administered by [ARBITRATION ADMINISTRATOR] under its employment arbitration rules.
(b) Seat and Governing Law. The arbitration shall be seated in [CITY, ALASKA] and governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).
(c) Consolidation and Class Waiver. The Parties waive any right to class, collective, or representative claims.

[// GUIDANCE: Alaska permits pre-dispute employment arbitration agreements if they comply with the FAA and are not unconscionable.]

8.4 Jury Trial Waiver (OPTIONAL)

IF PERMITTED BY LAW AND NOT PRECLUDED BY SECTION 8.3, THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.

8.5 Injunctive Relief (Limited)

Notwithstanding Sections 8.2 and 8.3, either Party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to enforce Section 5 pending final resolution of the dispute, provided such relief is limited to preserving the status quo.

9. GENERAL PROVISIONS

9.1 Amendment and Waiver. This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.

9.2 Assignment and Delegation. Employee may not assign any rights or delegate any duties under this Agreement. Employer may assign this Agreement to a successor by merger, consolidation, or asset sale, provided such successor assumes Employer’s obligations.

9.3 Successors and Assigns. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

9.4 Severability and Reformation. If any provision is held invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.

9.5 Integration / Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements.

9.6 Notices. All notices or other communications (“Notice”) required or permitted under this Agreement shall be in writing and delivered (i) personally, (ii) by certified mail, return receipt requested, (iii) by nationally recognized overnight courier, or (iv) by email with confirmation of receipt, to the addresses set forth below (or as later designated by Notice). Notice is effective on receipt.

9.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including by PDF or electronic signature under the Uniform Electronic Transactions Act), each of which is deemed an original and together constitute one instrument.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[OPTIONAL NOTARY ACKNOWLEDGMENT – Include if required by internal policy.]

[// GUIDANCE: Prior to implementation, confirm that all Alaska statutory requirements—particularly final wage payment timing and any mandatory notices—are satisfied. Review the non-competition clause for reasonableness, and calibrate geographic scope, duration, and functional limitations to the specific role. Align this Agreement with any employee handbook to avoid inadvertent implied contracts.]