AT-WILL EMPLOYMENT AGREEMENT

(Colorado)

[// GUIDANCE: This template is drafted for private-sector, at-will employment in Colorado. Replace bracketed placeholders before use, verify statutory thresholds for non-compete restrictions, and ensure the compensation structure complies with all wage/hour and Equal Pay obligations.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Position & Duties
   3.2 At-Will Employment; Colorado Exceptions
   3.3 Compensation & Benefits
   3.4 Business Expenses
   3.5 Policies & Handbooks
4. Representations & Warranties
5. Covenants & Restrictions
   5.1 Confidentiality
   5.2 Intellectual Property & Inventions
   5.3 Restrictive Covenants (Non-Competition / Non-Solicitation)
6. Default & Remedies
7. Risk Allocation
   7.1 Indemnification
   7.2 Limitation of Liability
   7.3 Insurance
   7.4 Force Majeure
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

This AT-WILL EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”), by and between:

1. [EMPLOYER LEGAL NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Employer”); and
2. [EMPLOYEE FULL LEGAL NAME], residing at [ADDRESS] (“Employee”).

Employer and Employee are sometimes referred to individually as a “Party” and collectively as the “Parties.”

Recitals
A. Employer desires to employ Employee, and Employee desires to accept such employment, on the terms set forth herein.
B. The Parties intend that employment remain “at-will,” subject to the Colorado exceptions identified below.
C. Adequate consideration exists, including but not limited to the mutual promises herein, continued employment, access to Confidential Information, and compensation payable to Employee.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below:

“Affiliate” – any entity controlling, controlled by, or under common control with Employer.

“At-Will Employment” – employment that may be terminated by either Party at any time, with or without Cause or advance notice, except as limited by Section 3.2.

“Cause” – (a) material breach of this Agreement or Employer policy, (b) gross negligence or willful misconduct, (c) conviction or plea of nolo contendere to a felony or crime involving moral turpitude, or (d) any other act or omission constituting cause under applicable law.

“Compensation” – all salary, wages, incentives, and benefits described in Section 3.3.

“Confidential Information” – all non-public information regarding Employer or its Affiliates, including trade secrets as defined under the Colorado Uniform Trade Secrets Act.

“Highly Compensated Worker” – an employee whose annualized cash compensation meets or exceeds the threshold published by the Colorado Division of Labor Standards and Statistics pursuant to C.R.S. § 8-2-113.

“Inventions” – all discoveries, designs, developments, ideas, improvements, and works of authorship conceived or made by Employee, alone or with others, during employment that relate to Employer’s business.

“Notice” – written notice delivered in accordance with Section 9.3.

[Add additional definitions as needed.]

3. OPERATIVE PROVISIONS

3.1 Position & Duties

(a) Title: [POSITION TITLE].
(b) Reporting To: [TITLE/NAME].
(c) Primary Work Location: [ADDRESS/REMOTE].
(d) Essential Functions: [DESCRIPTION].
Employee shall devote full working time and best efforts to the performance of duties and shall comply with all applicable laws and Employer policies.

3.2 At-Will Employment; Colorado Exceptions

(a) At-Will Statement. Employment is at-will and may be terminated by either Party at any time, with or without Cause or advance Notice, and without progressive discipline, except as otherwise provided in this Section.
(b) Statutory & Public Policy Limitations. Nothing in this Agreement permits termination or adverse action in violation of:
(i) public-policy exceptions recognized under Colorado law (e.g., refusal to perform illegal acts, exercising statutory rights, or whistle-blowing);
(ii) anti-discrimination, retaliation, or protected-activity statutes; or
(iii) any express written promise or statement by Employer that, under Colorado law, creates an implied contract limiting at-will status, unless such promise is contained in a clear, conspicuous, signed document identifying itself as a binding contract and specifying the term of employment.
(c) No Implied Contract. Employer policies, handbooks, or oral statements are not intended to create contractual obligations and shall not alter the at-will relationship.

3.3 Compensation & Benefits

(a) Base Salary. Employer shall pay Employee a base salary of [AMOUNT] per [YEAR/MONTH], payable in accordance with Employer’s regular payroll schedule, subject to applicable withholdings.
(b) Incentive Compensation. [Describe bonus/commission structure or state “none.”]
(c) Benefits. Employee shall be eligible to participate in Employer’s benefit plans on the same basis as similarly-situated employees, subject to plan terms.
(d) Paid Time Off. Employee shall accrue [X] hours of PTO per [YEAR] and such additional paid sick leave as required by the Colorado Healthy Families and Workplaces Act.
(e) Post-Termination Final Pay. Employer shall issue all wages due within the time required by C.R.S. § 8-4-109.

3.4 Business Expenses

Employer shall reimburse reasonable, necessary, and properly documented business expenses in accordance with Employer policy and C.R.S. § 8-4-105(1).

3.5 Policies & Handbooks

Employee shall comply with Employer’s written policies as amended from time to time; provided, however, that no policy may modify the at-will relationship except through a separate, signed agreement meeting the requirements of Section 3.2(b)(iii).

4. REPRESENTATIONS & WARRANTIES

4.1 Employee represents and warrants that:
(a) Employee is not subject to any agreement or restriction that would interfere with full performance hereunder;
(b) Employee will not use or disclose any third-party confidential information or trade secrets in performing duties; and
(c) All information supplied to Employer during the hiring process is true and complete.

4.2 Employer represents and warrants that:
(a) It is duly organized, validly existing, and authorized to enter into and perform this Agreement; and
(b) The individual signing on its behalf has full authority to bind Employer.

Survival. The representations and warranties in this Section shall survive termination of employment for a period of two (2) years.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Employee shall hold Confidential Information in trust for Employer, use it only for legitimate business purposes, and refrain from unauthorized disclosure both during and after employment. Upon termination, Employee shall return or securely destroy all materials containing Confidential Information.

5.2 Intellectual Property & Inventions

(a) Assignment. Employee hereby assigns to Employer all right, title, and interest in Inventions, whether or not patentable, that are conceived or developed during employment and relate to Employer’s business or result from use of Employer resources.
(b) Cooperation. Employee shall execute documents and provide assistance, at Employer’s expense, to perfect such rights.
(c) Colorado Exemptions. No assignment is required for an invention (i) developed entirely on Employee’s own time, (ii) without use of Employer resources, and (iii) that does not relate to Employer’s actual or reasonably anticipated business, research, or development.

5.3 Restrictive Covenants

[// GUIDANCE: Complete subsections (a)–(c) ONLY if Employee qualifies as a Highly Compensated Worker; otherwise delete or mark “Reserved.”]

(a) Non-Competition. During employment and for [DURATION] following termination, Employee shall not, within [GEOGRAPHIC SCOPE], engage in substantially similar duties for a competing business. This covenant is intended to be enforceable only if (i) Employee is a Highly Compensated Worker at the time of execution and at separation, (ii) the restriction protects Employer’s legitimate business interests, (iii) the scope is no broader than reasonably necessary, and (iv) Employer provides separate, reasonable consideration.
(b) Non-Solicitation of Customers. During employment and for [DURATION] thereafter, Employee shall not solicit or divert any customer or prospective customer with whom Employee had Material Contact during the last two (2) years of employment.
(c) Non-Solicitation of Employees. During employment and for [DURATION] thereafter, Employee shall not directly or indirectly solicit any employee or independent contractor of Employer to terminate or alter his or her relationship with Employer.
(d) Required Notice Under C.R.S. § 8-2-113. Employer provided Employee with a separate, written notice of the restrictive covenants in this Section at least fourteen (14) days before the earlier of (i) the Effective Date or (ii) the commencement of employment, using typeface no smaller than 12-point and containing Employee’s signature.

Severability & Reformation. If any covenant is found unenforceable, it shall be automatically modified to the minimum extent necessary to be valid and enforceable under Colorado law.

6. DEFAULT & REMEDIES

6.1 Events of Default.
(a) By Employee: (i) breach of Sections 5.1–5.3, (ii) material breach of any other provision that remains uncured fifteen (15) days after Notice, or (iii) misconduct constituting Cause.
(b) By Employer: (i) willful non-payment of wages due, (ii) material breach of this Agreement that remains uncured fifteen (15) days after Notice, or (iii) violation of Section 3.2(b).

6.2 Remedies.
(a) Equitable Relief. In the event of breach or threatened breach of Sections 5.1–5.3, Employer may seek injunctive relief in accordance with Section 8.4.
(b) Damages. The non-breaching Party may recover direct damages, subject to the limitations in Section 7.2.
(c) Attorney Fees. The prevailing Party in any action to enforce this Agreement shall be entitled to reasonable attorney fees and costs, except as limited by C.R.S. § 13-17-102 et seq.

7. RISK ALLOCATION

7.1 Indemnification

(a) By Employee. Employee shall indemnify, defend, and hold harmless Employer and its Affiliates from any third-party claims, damages, and expenses arising from (i) Employee’s willful misconduct, gross negligence, or violation of law, or (ii) unauthorized use or disclosure of Confidential Information.
(b) By Employer. Employer shall indemnify, defend, and hold harmless Employee against claims arising out of acts performed within the scope of employment and at Employer’s direction, provided Employee acted in good faith and in compliance with Employer policy and applicable law.

7.2 Limitation of Liability

Except for (i) indemnification obligations under Section 7.1, (ii) liability for breach of Sections 5.1–5.3, or (iii) liability that cannot be limited as a matter of law, each Party’s aggregate liability under this Agreement shall not exceed the total Compensation (salary and benefits) actually paid or payable to Employee during the twelve (12) months preceding the event giving rise to the claim.

7.3 Insurance

Employer shall maintain commercially reasonable general liability and workers’ compensation insurance covering its operations. Employer may, in its discretion, procure directors and officers or employment practices liability insurance naming Employee as an insured.

7.4 Force Majeure

Neither Party shall be liable for failure or delay in performance to the extent caused by events beyond its reasonable control, including natural disasters, governmental actions, or pandemics, provided the affected Party gives Notice and uses diligent efforts to resume performance.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and any claim related to employment shall be governed by the laws of the State of Colorado, without regard to its conflict-of-laws principles.

8.2 Forum Selection

Subject to Section 8.3, the Parties submit to the exclusive jurisdiction of the state courts located in [COUNTY], Colorado, for any action arising under or relating to this Agreement.

8.3 Arbitration (Optional)

[SELECT ONE – DELETE THE OTHER]
☐ Arbitration Elected. Any dispute not resolved informally shall be settled by binding arbitration under the Colorado Uniform Arbitration Act, conducted in [CITY], Colorado, before a single arbitrator, with discovery permitted as in civil actions. Judgment on the award may be entered in any court of competent jurisdiction.
☐ Arbitration Not Elected. This Section is intentionally omitted.

8.4 Injunctive Relief (Limited)

Notwithstanding Section 8.3, either Party may seek temporary or preliminary injunctive relief in state court solely to enforce Sections 5.1–5.3, provided that any other relief shall be pursued in accordance with the dispute-resolution method selected above.

8.5 Jury Trial Waiver (Optional)

[SELECT ONE – DELETE THE OTHER]
☐ Each Party irrevocably waives its right to a jury trial for any dispute arising out of this Agreement.
☐ Jury waiver not elected.

9. GENERAL PROVISIONS

9.1 Amendment & Waiver. No amendment or waiver shall be effective unless in a writing signed by both Parties. A waiver on one occasion shall not constitute a waiver on any subsequent occasion.

9.2 Assignment. Employee may not assign or delegate any rights or obligations without Employer’s prior written consent. Employer may assign this Agreement to any successor by merger, sale of substantially all assets, or similar transaction, with Notice to Employee.

9.3 Notices. All Notices shall be in writing and deemed given (a) when delivered personally, (b) one (1) business day after deposit with a nationally recognized overnight courier, or (c) three (3) business days after mailing by certified U.S. mail, return receipt requested, to the addresses on the signature page (or as updated by Notice).

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

9.5 Integration. This Agreement constitutes the entire agreement between the Parties concerning employment and supersedes all prior oral or written representations, except that it does not supersede any separate equity, incentive, or benefit plan governed by its own terms.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures transmitted electronically (e.g., via PDF or DocuSign) shall be deemed original.

9.7 Interpretation. Headings are for convenience only and shall not affect interpretation. “Including” means “including without limitation.” The Parties acknowledge that each has had the opportunity to review this Agreement with counsel; therefore, no presumption against the drafter shall apply.

10. EXECUTION BLOCK

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

Address for Notice to Employer:
[STREET ADDRESS]
[CITY, STATE ZIP]
Attn: [CONTACT NAME / TITLE]

Address for Notice to Employee:
[STREET ADDRESS]
[CITY, STATE ZIP]

[OPTIONAL NOTARY BLOCK if required by company policy]

[// GUIDANCE:
1. Verify that restrictive-covenant notice was separately provided in compliance with C.R.S. § 8-2-113 and that Employee meets the Highly Compensated Worker threshold.
2. Update PTO accrual and benefits to match Employer policy and Colorado Healthy Families and Workplaces Act.
3. If arbitration is elected, attach a stand-alone arbitration agreement or ensure Section 8.3 meets all enforceability criteria under state and federal law.
4. Consider adding FLSA overtime exemption language if Employee is classified as exempt.
5. Review indemnification language for consistency with any EPLI policies.]