CONNECTICUT AT-WILL EMPLOYMENT AGREEMENT

[// GUIDANCE: Insert firm letterhead or leave blank for client branding]

TABLE OF CONTENTS

I. Document Header .............................................................. 2
II. Definitions .................................................................. 2
III. Operative Provisions ......................................................... 4
IV. Representations & Warranties ................................................. 8
V. Covenants & Restrictions ..................................................... 9
VI. Default & Remedies ........................................................... 11
VII. Risk Allocation .............................................................. 12
VIII. Dispute Resolution .......................................................... 14
IX. General Provisions ........................................................... 16
X. Execution Block .............................................................. 18

[// GUIDANCE: Page numbers are illustrative—update after final formatting.]

I. DOCUMENT HEADER

This Connecticut At-Will Employment Agreement (the “Agreement”) is entered into effective as of [Effective Date] (the “Effective Date”) by and between [Company Legal Name], a [State of Incorporation] [corporation/LLC/etc.] with its principal place of business at [Company Address] (“Company”), and [Employee Full Legal Name], residing at [Employee Address] (“Employee”). Company and Employee are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

Recitals

A. Company desires to employ Employee on an at-will basis under the laws of the State of Connecticut; and
B. Employee desires to accept such employment on the terms and conditions set forth herein.

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

II. DEFINITIONS

For ease of reference, capitalized terms used in this Agreement have the meanings set forth below. Defined terms appear alphabetically and, unless the context otherwise requires, shall apply equally to the singular and plural forms of the terms defined.

“Agreement” – This Connecticut At-Will Employment Agreement, including all exhibits, schedules, and any amendments hereto.

“At-Will Employment” – Employment that may be terminated by either Party at any time, with or without Cause or advance notice, subject only to (i) statutory or public-policy limitations recognized under Connecticut law, and (ii) any specific notice or severance obligations expressly provided in this Agreement.

“Base Salary” – The annualized salary of $[Amount] payable to Employee in accordance with Company’s standard payroll practices, subject to all required withholdings and deductions.

“Benefits” – The employee benefit plans, programs, and fringe benefits that Company from time to time makes generally available to similarly-situated employees, subject to plan terms and eligibility requirements.

“Cause” –
a. Employee’s willful misconduct, fraud, or material dishonesty relating to the performance of Employee’s duties;
b. Employee’s conviction of, or plea of nolo contendere to, a felony or any crime involving moral turpitude;
c. Material breach of this Agreement or of Company policy that remains uncured (if susceptible to cure) ten (10) days after written notice; or
d. Material violation of any statutory or common-law duty of loyalty or fiduciary obligation to Company.

“Confidential Information” – All non-public information concerning Company’s business, financial condition, customers, vendors, products, trade secrets, and other proprietary data, whether in written, electronic, or oral form, and regardless of whether specifically identified as confidential.

“CT Notice Period” – The optional period of [Number] days’ written notice prior to termination by either Party, if selected in Section III.4.1(b).

“Effective Date” – As set forth in the preamble.

“Employee Inventions” – All ideas, inventions, trade secrets, works of authorship, developments, and improvements conceived, created, or reduced to practice by Employee, alone or with others, during the Employment Period and relating to Company’s business.

“Employment Period” – The period from the Effective Date until the earlier of (a) termination of Employee’s employment in accordance with Section III.4, or (b) such other date as the Parties may mutually agree in writing.

“Restrictive Covenant Period” – The twelve (12) month period immediately following the termination of Employee’s employment for any reason.

III. OPERATIVE PROVISIONS

3.1 Employment Relationship; Position and Duties

a. Company hereby employs Employee, and Employee hereby accepts employment, as [Position Title] reporting to [Supervisor Title].
b. Employee shall devote Employee’s best professional efforts, loyalty, and business time to the performance of Employee’s duties and shall comply with all applicable laws and Company policies.
c. Company may modify Employee’s duties, title, or reporting structure from time to time, provided such modifications are consistent with an at-will relationship.

3.2 At-Will Status; Statutory Exceptions

a. Employee acknowledges and agrees that Employee’s employment is At-Will Employment. Nothing in this Agreement or in any Company policy is intended to, and shall not, create either (i) an express or implied contract guaranteeing employment for any definite term, or (ii) a promise of termination only for Cause.
b. Notwithstanding the foregoing, Company may not terminate Employee (i) for reasons that violate federal or Connecticut anti-discrimination, whistleblower, workers’ compensation, or other public-policy protections, or (ii) in retaliation for the exercise of any statutory right.
[// GUIDANCE: Connecticut recognizes implied-contract and public-policy exceptions to at-will employment. This subsection disclaims intent to create an implied contract while acknowledging non-waivable statutory protections.]

3.3 Compensation

a. Base Salary. Company shall pay Employee the Base Salary, subject to periodic review.
b. Bonus/Incentive Compensation. [Optional—describe bonus plan or delete.]
c. Benefits. During the Employment Period, Employee shall be eligible to participate in the Benefits on the same basis as similarly-situated employees.
d. Expense Reimbursement. Company shall reimburse Employee for all reasonable and necessary business expenses incurred in accordance with Company policy.
e. Withholding. Company shall withhold all required federal, state, and local taxes and other authorized deductions from all compensation paid to Employee.

3.4 Termination

a. Termination by Either Party Without Cause. Either Party may terminate Employee’s employment at any time, with or without Cause.
b. Optional CT Notice Period. [SELECT ONE]
• ☐ No advance notice required.
• ☐ Each Party shall provide the other not less than [Number] days’ written notice of termination.
[// GUIDANCE: Connecticut law does not mandate advance notice for individual terminations, but employers may contractually agree to provide notice for planning and risk-management purposes.]
c. Termination by Company for Cause. Termination shall be effective immediately upon written notice specifying the basis for Cause.
d. Termination by Employee for Good Reason. [Optional—define “Good Reason” or delete.]
e. Effect of Termination.
1. Accrued Obligations. Company shall pay Employee all Base Salary earned through the date of termination and any accrued, unused vacation in accordance with Company policy.
2. Final Pay Timing. Pursuant to Conn. Gen. Stat. § 31-71c, if Employee is discharged, Company shall pay all wages due not later than the next business day; if Employee voluntarily resigns, payment shall be made on the next regular payday.
3. Benefits Continuation. Employee’s participation in Company-sponsored Benefits shall cease in accordance with the terms of each plan and applicable law (e.g., COBRA).

3.5 Post-Termination Obligations

Sections V (Covenants & Restrictions), VI (Default & Remedies), VII (Risk Allocation), VIII (Dispute Resolution), and IX (General Provisions) shall survive termination or expiration of this Agreement.

IV. REPRESENTATIONS & WARRANTIES

4.1 Employee

a. Employee has full power and authority to enter into and perform this Agreement.
b. Employee is not a party to any agreement or subject to any restriction that would conflict with or be violated by Employee’s performance of Employee’s duties hereunder.
c. Employee shall immediately disclose to Company any other obligations that could create a conflict of interest.

4.2 Company

Company is duly organized, validly existing, and in good standing under the laws of its state of formation and has full authority to enter into and perform this Agreement.

4.3 Survival and Reliance

Each Party acknowledges that the other Party is entering into this Agreement in reliance on the foregoing representations and warranties, all of which shall survive execution of this Agreement.

V. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Employee shall not, during or after the Employment Period, disclose or use any Confidential Information except as required to perform Employee’s duties or as expressly authorized in writing by Company.

5.2 Non-Competition (Connecticut Specific)

[OPTIONAL—SELECT ONE]
• ☐ No post-employment non-competition covenant applies.
• ☐ Employee agrees that for the Restrictive Covenant Period Employee will not, within a [15-mile] radius of [Primary Work Location], engage in any business that is competitive with Company’s [describe business line]. The Parties acknowledge and intend that this covenant be interpreted and enforced consistent with Connecticut law regarding time (≤ 12 months) and geographic scope (reasonable under the circumstances).

[// GUIDANCE: Connecticut imposes statutory limits on physician, APRN, PA, and certain other specialized non-competes. For all other employees, the reasonableness test applies. Tailor this clause by role and industry.]

5.3 Non-Solicitation

For the Restrictive Covenant Period, Employee shall not directly or indirectly solicit or encourage (i) any employee of Company to leave employment with Company, or (ii) any customer or prospective customer with whom Employee had material contact during the last 12 months of employment to cease or reduce business with Company.

5.4 Inventions Assignment

Employee hereby assigns to Company all right, title, and interest in any Employee Inventions that (i) relate to Company’s current or reasonably anticipated business, (ii) are created using Company resources, or (iii) result from tasks assigned by Company.

5.5 Return of Company Property

Upon termination of employment or upon Company’s request, Employee shall promptly return all Company property, including documents and electronically stored information, and certify in writing that Employee has retained no copies.

5.6 Notice Obligations

Employee shall provide prompt written notice to Company of any subpoena, discovery request, or other legal process seeking disclosure of Confidential Information.

VI. DEFAULT & REMEDIES

6.1 Events of Default

a. Employee Default: (i) breach of Section V; (ii) material breach of any other provision of this Agreement; (iii) fraud or willful misconduct.
b. Company Default: (i) failure to pay Base Salary or Benefits in accordance with this Agreement; (ii) material breach of any other provision.

6.2 Notice and Cure

The non-defaulting Party shall provide written notice specifying the nature of the default and, where curable, grant the defaulting Party ten (10) days to cure.

6.3 Graduated Remedies

a. Temporary Injunctive Relief. The Parties acknowledge monetary damages may be insufficient for breaches of Section V; therefore, Company may seek temporary injunctive relief as necessary to prevent irreparable harm, provided such relief is narrowly tailored and consistent with Section VIII.5 (Limitations on Injunctive Relief).
b. Specific Performance. Either Party may seek specific performance of any provision that, by its nature, should continue.
c. Damages. In addition to equitable relief, the non-defaulting Party may recover direct damages subject to Section VII.2 (Liability Cap).
d. Fees and Costs. The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorney fees and costs.

VII. RISK ALLOCATION

7.1 Indemnification

a. Company Indemnity. Company shall indemnify and hold Employee harmless from and against any third-party claims, losses, or liabilities arising out of Employee’s good-faith performance of Employee’s duties within the scope of employment, except to the extent caused by Employee’s gross negligence or willful misconduct.
b. Employee Indemnity. Employee shall indemnify and hold Company, its officers, directors, and affiliates harmless from and against any claims, losses, or liabilities arising out of (i) Employee’s material breach of this Agreement, or (ii) Employee’s gross negligence or willful misconduct.

7.2 Limitation of Liability

In no event shall Company’s aggregate liability to Employee arising out of or related to this Agreement exceed the sum of (i) Base Salary earned but unpaid, and (ii) Benefits accrued but unpaid, as of the date the cause of action arose. The foregoing cap shall not apply to (a) workers’ compensation benefits to the extent required by law, (b) unpaid wages subject to Conn. Gen. Stat. § 31-72, or (c) indemnification obligations under Section 7.1(a).

7.3 Insurance

Company shall maintain workers’ compensation and employer-liability insurance in compliance with Connecticut law and may, in its discretion, maintain directors and officers (“D&O”) or other liability coverage that extends to Employee.

7.4 Force Majeure

Neither Party shall be liable for delay or failure in performance due to events beyond its reasonable control, including acts of God, pandemic, war, terrorism, labor disputes, or governmental orders, provided that the affected Party (i) gives prompt written notice, and (ii) resumes performance as soon as reasonably practicable.

VIII. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and all disputes arising hereunder shall be governed by and construed in accordance with the internal laws of the State of Connecticut, without regard to its conflict-of-laws provisions.

8.2 Forum Selection

Except as provided in Section 8.3 (Optional Arbitration), the Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [County], Connecticut for all actions arising out of or relating to this Agreement.

8.3 OPTIONAL ARBITRATION

[SELECT ONE]
• ☐ No arbitration—disputes resolved exclusively in Connecticut state court.
• ☐ All disputes (except claims for injunctive relief under Section 6.3(a)) shall be finally resolved by binding arbitration administered by [American Arbitration Association/JAMS] in [City, Connecticut] before a single arbitrator. The award may be entered in any court of competent jurisdiction.

[// GUIDANCE: Connecticut generally enforces employment arbitration agreements if they are mutual, procedurally fair, and provide for adequate remedies and discovery.]

8.4 OPTIONAL JURY WAIVER

[SELECT ONE]
• ☐ No jury-trial waiver.
• ☐ The Parties knowingly and voluntarily waive their constitutional and statutory rights to a jury trial for any claim arising out of this Agreement.

8.5 Limitations on Injunctive Relief

Any injunctive relief sought under this Agreement shall (i) be limited to the minimum scope and duration necessary to protect legitimate business interests, and (ii) not restrict Employee’s ability to pursue lawful employment beyond what is permitted by Connecticut law.

IX. GENERAL PROVISIONS

9.1 Amendments and Waivers

No amendment or modification of this Agreement shall be valid unless in writing and signed by both Parties. No waiver of any provision shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver.

9.2 Assignment

This Agreement is personal to Employee and may not be assigned by Employee. Company may assign this Agreement to any successor or affiliate, provided that such assignee assumes Company’s obligations hereunder.

9.3 Successors and Assigns

Subject to Section 9.2, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.

9.4 Severability and Reformation

If any provision of this Agreement is held invalid or unenforceable, the remainder shall remain in full force and effect. A court of competent jurisdiction may modify any unenforceable provision to the minimum extent necessary to render it enforceable.

9.5 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, understandings, and communications.

9.6 Counterparts; Electronic Signatures

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted electronically (e.g., via PDF or secure e-signature platform) shall be deemed originals.

9.7 Notices

All notices required or permitted under this Agreement shall be in writing and deemed given (i) when delivered personally, (ii) one (1) business day after deposit with a nationally recognized overnight courier, prepaid and addressed to the receiving Party at the address set forth in the preamble (or such other address as a Party may designate by notice), or (iii) three (3) business days after mailing by certified mail, return receipt requested.

9.8 Interpretation

Headings are for convenience only and shall not affect interpretation. The Parties acknowledge that each has had the opportunity to consult counsel and that this Agreement shall not be construed against either Party as drafter.

X. EXECUTION BLOCK

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

[// GUIDANCE: Connecticut does not generally require notarization or witnesses for employment contracts, but include a notary block if the Parties desire additional formality.]