AT-WILL EMPLOYMENT AGREEMENT

(Arizona – Governed by A.R.S. § 23-1501 et seq.)

TABLE OF CONTENTS

I. Document Header................................................. 2
II. Definitions..................................................... 3
III. Operative Provisions............................................ 5
IV. Representations & Warranties....................................11
V. Covenants & Restrictions........................................12
VI. Default & Remedies..............................................15
VII. Risk Allocation.................................................16
VIII. Dispute Resolution.............................................17
IX. General Provisions..............................................19
X. Execution Block.................................................21

[// GUIDANCE: Page numbers assume final formatting in word-processing software.]

I. DOCUMENT HEADER

This AT-WILL EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [COMPANY LEGAL NAME], an Arizona [corporation/LLC] with its principal place of business at [ADDRESS] (“Company” or “Employer”), and [EMPLOYEE LEGAL NAME], an individual residing at [ADDRESS] (“Employee”).

Recitals

A. Company desires to employ Employee, and Employee desires to accept such employment, on an at-will basis under the terms set forth herein.
B. The parties acknowledge that, except as expressly provided in this Agreement and pursuant to applicable law (including the Arizona Employment Protection Act, A.R.S. § 23-1501), employment may be terminated at any time, with or without Cause (as defined below) and with or without notice.
C. The parties agree that sufficient and mutual consideration exists to support the promises herein.

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

II. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Defined terms appear alphabetically and are cross-referenced throughout.

“Agreement” means this Employment Agreement, as amended from time to time in accordance with Section 9.1.

“Base Salary” means Employee’s gross annual salary as specified in Section 3.1.

“Cause” means (a) willful misconduct or gross negligence; (b) material breach of this Agreement or of Company policy after written notice and a reasonable cure period of five (5) business days; (c) fraud, embezzlement, or dishonesty; (d) commission of a felony or crime involving moral turpitude; or (e) any act or omission that materially and adversely affects Company’s business or reputation.

“Company IP” has the meaning assigned in Section 5.3.

“Confidential Information” has the meaning assigned in Section 5.1.

“Good Reason” means (a) material diminution in Base Salary not applied company-wide; (b) material adverse change in duties inconsistent with the position described in Section 1.1; or (c) relocation of primary work location by more than fifty (50) miles, in each case after thirty (30) days’ written notice by Employee and failure by Company to cure.

“Pay Period” means the recurring salary disbursement interval selected by Company (currently bi-weekly).

“Protected Characteristics” means characteristics protected under applicable federal, state, or local law, including race, color, religion, sex, pregnancy, national origin, age, disability, genetic information, and veteran status.

“Restricted Period” means twelve (12) months following the Termination Date.

“Restricted Territory” means the geographic area within fifty (50) miles of any Company facility or customer site where Employee worked or had material business contact during the twelve (12) months preceding the Termination Date.

“Termination Date” means the effective date of separation of Employee’s employment for any reason.

III. OPERATIVE PROVISIONS

1. Employment; Position; Duties

1.1 Position. Company hereby employs Employee as [TITLE] reporting to [POSITION].
1.2 Duties. Employee shall devote full professional time and best efforts to the duties customarily associated with the position and any additional duties reasonably assigned, subject to Company policies in effect from time to time.
1.3 Work Location. Primary work location will be [LOCATION]; remote or hybrid work is subject to Company policy.
1.4 Conflicting Activities. Employee shall not, without prior written consent, engage in outside employment or activities that create a conflict of interest.

2. At-Will Employment; Termination

2.1 At-Will Status. Employment is at-will and may be terminated by either party at any time, with or without Cause and with or without notice, subject only to the exceptions set forth in A.R.S. § 23-1501 and other applicable law. Nothing herein shall be construed to create an express or implied contract for continued employment beyond the Termination Date. Only a written agreement signed by the Company’s Chief Executive Officer and Employee can alter the at-will nature of employment.

2.2 Termination by Company Without Cause. Company may terminate employment at any time for any or no reason.

2.3 Termination by Company for Cause. Company may terminate employment immediately upon written notice for Cause.

2.4 Voluntary Resignation. Employee may resign at any time.

2.5 Notice Requirements.
(a) Company agrees to provide [OPTION: “no less than fourteen (14) calendar days’ written notice OR pay in lieu of notice”] of termination without Cause.
(b) Employee agrees to provide no less than fourteen (14) calendar days’ written notice of resignation. Company may elect to shorten any notice period and pay Base Salary in lieu thereof.

2.6 Final Pay. Final wages will be paid in accordance with A.R.S. § 23-353. Accrued but unused PTO will be paid out only if required by Company policy or applicable law.

[// GUIDANCE: Arizona law does not require PTO payout absent policy or agreement; modify as needed.]

3. Compensation

3.1 Base Salary. Employee shall receive an annualized Base Salary of [$_____], payable in accordance with Company’s standard Pay Period, subject to withholding.
3.2 Bonus. Employee shall be eligible for an annual discretionary bonus with a target of [__]% of Base Salary, based on Company and individual performance. Bonus determinations are within Company’s sole discretion and do not alter the at-will relationship.
3.3 Withholdings. Company will withhold all required federal, state, and local taxes and any authorized deductions.

4. Benefits

4.1 Benefit Plans. Employee will be eligible to participate in Company’s health, retirement, and other benefit plans on the same basis as similarly situated employees, subject to plan terms.
4.2 Paid Time Off (PTO). Employee shall accrue PTO in accordance with Company policy, currently [__] hours per year, prorated for partial years.
4.3 Business Expenses. Company will reimburse reasonable business expenses incurred in the course of employment, subject to submission of appropriate documentation within thirty (30) days.

5. Confidential Information & Intellectual Property

5.1 Confidentiality. Employee shall maintain in strict confidence and not use or disclose any Confidential Information except as required in the performance of duties. “Confidential Information” includes Trade Secrets, technical data, financial information, customer lists, and any non-public information relating to Company.
5.2 Return of Property. Upon termination, Employee shall promptly return all property, documents, and media containing Confidential Information.
5.3 Work Product; Assignment. All works of authorship, inventions, discoveries, or improvements conceived or reduced to practice by Employee, alone or with others, in connection with employment (“Company IP”) shall be the sole property of Company. Employee hereby assigns all rights therein to Company and agrees to execute further instruments to effectuate such assignment.

6. Restrictive Covenants

6.1 Non-Competition. During employment and the Restricted Period, Employee shall not, within the Restricted Territory, directly or indirectly engage in, own, or provide services to any business that competes with the principal business lines of Company as of the Termination Date.
6.2 Non-Solicitation. During employment and the Restricted Period, Employee shall not (a) solicit or divert any customer or prospective customer with whom Employee had material contact, or (b) recruit or hire any Company employee.
6.3 Non-Disparagement. Employee shall not make disparaging statements about Company or its officers; nothing herein prohibits truthful statements required by law or governmental inquiry.
6.4 Reasonableness; Tolling. Employee acknowledges that the duration, territory, and scope are reasonable and necessary. The Restricted Period shall be tolled for any period of breach.
6.5 Blue-Pencil. If any covenant is deemed overbroad, a court may modify it to the minimum extent necessary for enforceability under Arizona law.

7. Compliance with Law & Policies

Employee shall comply with all applicable laws, regulations, and Company policies, including anti-harassment, safety, and data protection policies, as may be amended.

IV. REPRESENTATIONS & WARRANTIES

8.1 Employee Representations. Employee represents that (a) execution and performance of this Agreement do not violate any other agreements; (b) Employee is not subject to any restrictive covenant that would impair performance; and (c) all information supplied during hiring is true and complete.
8.2 Company Representations. Company represents that it is duly organized and authorized to enter into this Agreement.
8.3 Survival. The representations, warranties, and covenants in Sections 5, 6, 8, 9, 11, and 13 shall survive termination of employment.

V. COVENANTS & RESTRICTIONS

9.1 Affirmative Covenants. Employee shall (a) faithfully discharge duties; (b) protect Company property; (c) promptly disclose Company IP.
9.2 Negative Covenants. Employee shall not (a) engage in competing business activities except as permitted under Section 6; (b) misuse Confidential Information; or (c) violate Company policy.
9.3 Notices & Opportunity to Cure. Except as to conduct constituting Cause, either party alleging breach shall provide written notice describing the breach and a cure period of ten (10) business days.

VI. DEFAULT & REMEDIES

10.1 Events of Default. (a) Employee’s breach of Sections 5 or 6; (b) non-payment of accrued wages by Company; (c) any material breach not cured within the period set forth in Section 9.3.
10.2 Remedies.
(a) Money Damages. The non-breaching party may recover direct damages subject to Section 11.2.
(b) Specific Performance. The parties agree that breaches of Sections 5 and 6 cause irreparable harm; thus, Company may seek specific performance or injunctive relief as set forth in Section 11.5.
(c) Attorneys’ Fees. The prevailing party in any action to enforce this Agreement will be entitled to reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

11.1 Indemnification by Employee. Employee shall indemnify, defend, and hold harmless Company and its affiliates, and their respective officers, directors, and employees, from and against any loss, liability, damage, or expense (including reasonable attorneys’ fees) arising out of (a) Employee’s negligence, willful misconduct, or violation of law, or (b) Employee’s breach of this Agreement.
11.2 Limitation of Liability. Except for (i) unpaid wages and benefits earned through the Termination Date, (ii) liability arising from willful misconduct or fraud, or (iii) liability that cannot be limited by law, the aggregate liability of Company to Employee under this Agreement shall not exceed the sum of (a) Base Salary earned but unpaid through the Termination Date, plus (b) any earned but unpaid bonus, plus (c) the cash value of accrued but unused PTO, if payable (the “Liability Cap”).
11.3 Insurance. Company maintains workers’ compensation and general liability insurance as required by law.

[// GUIDANCE: Adjust Liability Cap if severance or change-in-control benefits will apply.]

VIII. DISPUTE RESOLUTION

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict-of-law rules.
12.2 Forum Selection. The state courts located in [COUNTY], Arizona shall have exclusive jurisdiction over any action arising out of or relating to this Agreement, subject to Section 12.3.
12.3 Arbitration (Optional). At either party’s written election, any dispute (except those seeking injunctive relief under Section 12.5) shall be submitted to binding arbitration administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules. The arbitration shall be held in [CITY], Arizona before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
12.4 Jury Trial Waiver (Optional). TO THE EXTENT PERMITTED BY LAW, THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHT TO A JURY TRIAL FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
12.5 Limited Injunctive Relief. Notwithstanding Section 12.3, either party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to enforce Sections 5 or 6; any further relief shall be resolved in accordance with Section 12.3.

IX. GENERAL PROVISIONS

13.1 Entire Agreement. This Agreement, together with any benefit plan documents referenced herein, constitutes the entire agreement between the parties and supersedes all prior representations, understandings, or agreements, written or oral, relating to the subject matter.
13.2 Amendment & Waiver. No amendment or waiver of any provision shall be effective unless in writing and signed by both parties. A waiver of a breach in one instance shall not operate as a waiver of any subsequent breach.
13.3 Assignment. This Agreement may be assigned by Company to any successor by merger, consolidation, or asset transfer. Employee may not assign or delegate any rights or obligations without Company’s prior written consent.
13.4 Severability. If any provision is held unenforceable, it shall be narrowed or severed to the minimum extent necessary, and the remaining provisions shall remain in full force.
13.5 Successors & Assigns. This Agreement is binding upon and inures to the benefit of the parties and their respective heirs, successors, and permitted assigns.
13.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Signatures transmitted electronically (e.g., PDF, DocuSign) are deemed original and enforceable.
13.7 Headings. Section headings are for convenience only and shall not affect interpretation.
13.8 Construction. Both parties have had the opportunity to review this Agreement with counsel; no rule of strict construction shall apply against either party.

X. EXECUTION BLOCK

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

[Notary acknowledgment, if required by corporate policy.]

[// GUIDANCE:
1. Review all bracketed fields and delete guidance before final execution.
2. Confirm reasonableness of restrictive covenants under current Arizona case law and specific industry context.
3. Ensure arbitration and jury-waiver provisions align with Company practices and any employee handbook disclaimers.
4. Attach any referenced schedules (e.g., bonus plan) if applicable.]