AT-WILL EMPLOYMENT AGREEMENT

(Alabama – Comprehensive Template)

[// GUIDANCE: Replace all bracketed items in ALL CAPS with deal-specific information. Remove GUIDANCE comments prior to execution.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

1. Agreement; Parties.
   This At-Will Employment Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER LEGAL NAME], an [Alabama ___] (“Employer”), and [EMPLOYEE FULL LEGAL NAME] (“Employee”). Employer and Employee are referred to collectively as the “Parties,” and individually as a “Party.”

2. Recitals.
   A. Employer desires to employ Employee as [POSITION TITLE] and Employee desires to accept such employment.
   B. The Parties wish to set forth their entire agreement with respect to the employment relationship.

3. Consideration.
   The mutual promises herein constitute adequate legal consideration, including but not limited to the compensation described in Section III.

4. Governing Jurisdiction.
   This Agreement is governed by the laws of the State of Alabama (“Alabama Law”).

II. DEFINITIONS

The following terms have the meanings set out below. Capitalized terms not defined in this Section II have the meanings given elsewhere in this Agreement.

“Base Salary” – Employee’s annualized cash compensation identified in Section III.

“Cause” – (a) willful misconduct; (b) material breach of this Agreement; (c) conviction or plea of nolo contendere to a felony; (d) material violation of Employer policy; or (e) acts of dishonesty, fraud, or moral turpitude.

“Confidential Information” – All non-public information of Employer, in any form, including Trade Secrets under Ala. Code § 8-27-1 et seq.

“Protected Interest” – Employer’s legitimate business interests recognized under Ala. Code § 8-1-190(7) (e.g., trade secrets, confidential information, goodwill, specialized training).

“Restrictive Period” – The period beginning on the Effective Date and ending [TWO (2) YEARS] after termination of employment, or such shorter period mandated under Ala. Code § 8-1-190 et seq.

“Salary & Benefits Cap” – The aggregate amount of (i) Base Salary actually paid and (ii) benefits accrued or paid to Employee during the twelve (12) months immediately preceding the event giving rise to liability.

III. OPERATIVE PROVISIONS

1. At-Will Employment; Term.
   a. Employment is “at-will.” Either Party may terminate the employment relationship at any time, with or without Cause, notice, or reason, subject only to the express provisions of this Agreement and applicable Alabama or federal law.
   b. Nothing herein, nor any Employer policy, handbook, statement, or practice, shall create any express or implied contract of continued employment or require Employer to establish “good cause” for termination.

2. Position & Duties.
   a. Title: [POSITION]; reporting to [SUPERVISOR TITLE].
   b. Duties: Employee shall devote full working time and best efforts to Employer’s business, and shall comply with all lawful directives and established policies.
   c. Location: [PRIMARY WORK LOCATION] (remote work subject to Employer approval).

3. Performance Standards.
   Employee shall perform the Duties (i) at standards consistent with similarly-situated professionals in Employer’s industry, and (ii) in compliance with all applicable laws.

4. Compensation.
   a. Base Salary: $[AMOUNT] per annum, payable in accordance with Employer’s normal payroll schedule.
   b. Bonus/Commission: [DISCRETIONARY / FORMULA-BASED DESCRIPTION].
   c. Equity: [TYPE & VESTING, if any].
   d. Reimbursement: Business expenses reasonably incurred and documented in accordance with policy.

5. Benefits.
   Employee shall be eligible to participate in Employer’s benefit plans on terms no less favorable than similarly-situated employees, subject to plan documents and eligibility requirements.

6. Paid Time Off (PTO).
   [X] days of PTO per calendar year, accruing pro rata, subject to Employer’s PTO policy.

7. Notice of Separation (Courtesy Only).
   While not required under Alabama Law, each Party agrees to provide [TWO (2) WEEKS] notice of voluntary termination when practicable. Failure to provide such notice shall not constitute breach.

8. Conditions Precedent to Employment.
   Employment is conditioned on (i) satisfactory completion of background checks; (ii) verification of authorization to work in the United States (I-9 compliance); and (iii) execution of Employer’s standard confidentiality acknowledgments.

IV. REPRESENTATIONS & WARRANTIES

1. Mutual Representations.
   Each Party represents that it has the full right, power, and authority to enter into and perform under this Agreement.

2. Employee Representations.
   a. Employee is not restricted by any agreement or court order that would prevent full performance hereunder.
   b. Employee possesses the qualifications represented to Employer and will perform Duties competently.

3. Survival.
   The representations and warranties in this Section IV survive termination of employment.

V. COVENANTS & RESTRICTIONS

1. Confidentiality.
   Employee shall not, during or after employment, disclose or use Confidential Information except as required in performance of Duties.

2. Non-Compete.
   a. Scope: Employee shall not, during the Restrictive Period, within [GEOGRAPHIC LIMIT – e.g., 50 miles], engage in a business that is the same or similar to Employer’s business in which Employee worked.
   b. Statutory Compliance: The Parties intend this Section V.2 to comply with Ala. Code § 8-1-190 et seq. If any restraint exceeds that permitted by statute, the minimum permissible restraint shall apply.
   c. Carve-Out: Section V.2 shall not apply if Employee’s compensation is primarily hourly wages and no Protected Interest exists, consistent with Ala. Code § 8-1-191.

3. Non-Solicitation.
   Employee shall not, during the Restrictive Period, directly or indirectly solicit (i) Employer’s customers with whom Employee had material contact, or (ii) Employer employees for employment elsewhere.

4. Return of Property.
   Upon termination, Employee shall return all Employer property and permanently delete Confidential Information from personally-owned devices.

5. Inventions & Work Product.
   All intellectual property conceived or developed by Employee in the scope of employment is “work made for hire” and Employer’s exclusive property.

6. Notice Obligations & Cure Periods.
   Except as otherwise provided, the non-breaching Party shall give written notice describing any breach, and the breaching Party shall have ten (10) days to cure before remedies accrue.

VI. DEFAULT & REMEDIES

1. Events of Default.
   a. Employee Default: (i) breach of Sections V.1-V.5; (ii) material failure to perform Duties; (iii) any act constituting Cause.
   b. Employer Default: (i) failure to pay compensation when due; (ii) material breach of Section III.

2. Graduated Remedies.
   a. Suspension: Employer may place Employee on unpaid leave (not exceeding 30 days) pending investigation of Cause.
   b. Termination for Cause: Immediate termination with no severance.
   c. Damages: Actual damages, subject to Section VII.2 (Limitation of Liability).
   d. Equitable Relief: Limited preliminary injunctive relief as set forth in Section VIII.4.

3. Attorney’s Fees.
   The prevailing Party in any action to enforce this Agreement is entitled to reasonable attorney’s fees and costs.

VII. RISK ALLOCATION

1. Indemnification (Employee Conduct).
   Employee shall indemnify, defend, and hold harmless Employer, its affiliates, and their respective officers, directors, and agents from and against any claims, losses, or liabilities arising out of Employee’s (i) willful misconduct, (ii) gross negligence, or (iii) material breach of this Agreement or law, except to the extent caused by Employer’s sole negligence or willful misconduct.

2. Limitation of Liability.
   EXCEPT FOR (a) EMPLOYEE’S INDEMNIFICATION OBLIGATIONS OR (b) DAMAGES ARISING FROM EMPLOYEE’S INTENTIONAL MISCONDUCT, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE SALARY & BENEFITS CAP.

3. Insurance.
   Employer maintains workers’ compensation insurance as required by Alabama Law. Employee is responsible for maintaining personal insurance for non-work activities.

4. Force Majeure.
   Neither Party is liable for failure or delay in performance caused by acts beyond its reasonable control, provided the affected Party promptly notifies the other Party and resumes performance as soon as practicable.

VIII. DISPUTE RESOLUTION

1. Governing Law.
   This Agreement is governed by the laws of the State of Alabama, without regard to conflict-of-law principles.

2. Forum Selection.
   Subject to Section VIII.3, exclusive jurisdiction and venue lies in the state courts located in [COUNTY, ALABAMA].

3. Arbitration (Optional).
   [SELECT ONE]
   ☐ The Parties SHALL submit any dispute arising out of this Agreement to binding arbitration administered by the American Arbitration Association in accordance with its Employment Arbitration Rules. The arbitration shall take place in [CITY, AL]. Judgment on the award may be entered in any court of competent jurisdiction.
   ☐ The Parties DO NOT agree to arbitrate. Disputes shall be resolved in the forum stated in Section VIII.2.

4. Injunctive Relief (Limited).
   The Parties acknowledge that breach of Sections V.1-V.3 may cause irreparable harm for which monetary damages are inadequate. Accordingly, a court of competent jurisdiction may grant preliminary or permanent injunctive relief limited to enforcing those Sections, subject to the Salary & Benefits Cap for any related damages.

5. Jury Trial Waiver (Optional).
   [SELECT ONE]
   ☐ EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY in any action relating to this Agreement.
   ☐ Jury trial rights ARE NOT waived.

IX. GENERAL PROVISIONS

1. Amendment & Waiver.
   No amendment or waiver of any provision of this Agreement is effective unless in writing signed by both Parties. Failure to enforce any provision is not a waiver of future enforcement of that or any other provision.

2. Assignment & Delegation.
   Employee may not assign any rights or delegate any obligations under this Agreement. Employer may assign this Agreement to a successor in interest upon notice to Employee.

3. Successors & Assigns.
   This Agreement binds and benefits the Parties and their respective permitted successors and assigns.

4. Severability & Reformation.
   If any provision is invalid or unenforceable, it is deemed severed, and the remaining provisions remain in force. Any unenforceable restraint shall automatically be modified to the minimum extent necessary to comply with Ala. Code § 8-1-193.

5. Entire Agreement.
   This Agreement constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior understandings, whether oral or written.

6. Counterparts; Electronic Signatures.
   This Agreement may be executed in counterparts, each of which is an original, and all of which together constitute one instrument. Signatures delivered via electronic means (e.g., PDF or DocuSign) are deemed original.

X. EXECUTION BLOCK

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

[OPTIONAL NOTARY BLOCK – complete only if required by policy or transaction specifics]

[// GUIDANCE:
1. Review Alabama’s most current wage-and-hour statutes and local ordinances for any mandatory final-pay or PTO payout obligations.
2. Confirm the chosen Non-Compete parameters (Restrictive Period, Geographic Scope, and Protected Interest) comply with Ala. Code § 8-1-190 et seq.
3. If the Parties elect arbitration, ensure that the arbitration agreement is supported by separate consideration if required by subsequent case law.
4. Tailor the Salary & Benefits Cap to align with internal risk thresholds and any applicable employment practices liability insurance (EPLI) limits.
5. Verify that all cross-references (e.g., “Section V.2”) remain accurate after any customization.
]