EMPLOYMENT AGREEMENT (AT-WILL)

(Delaware-Governing Law)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

This Employment Agreement (the “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER NAME], a [STATE OF FORMATION] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Company”), and [EMPLOYEE NAME], an individual residing at [ADDRESS] (“Employee”).

Recitals

A. Company desires to employ Employee in an at-will capacity under Delaware law, subject to the exceptions and limitations set forth herein.
B. Employee desires to accept such employment, all upon the terms and conditions contained in this Agreement.

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

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Any term used but not defined herein shall have its plain English meaning, whether or not capitalized.

“Agreement” – this Employment Agreement, including all schedules, exhibits, and amendments.
“Base Salary” – the annualized rate of pay specified in Section 3.3, subject to lawful deductions and withholdings.
“Benefit Plans” – the employee welfare and fringe benefit plans and programs made available to similarly-situated employees of the Company, as the same may be amended or terminated from time to time.
“Cause” – (i) willful misconduct or gross negligence in the performance of Employee’s duties; (ii) dishonesty, fraud, or material breach of fiduciary duty; (iii) material breach of this Agreement or Company policy, following written notice and a [15-day] cure period; or (iv) conviction of, or plea of guilty or nolo contendere to, any felony or crime involving moral turpitude.
“Company IP” – all intellectual property, tangible and intangible, owned, licensed, or otherwise held by the Company.
“Confidential Information” – all non-public information relating to the Company, its affiliates, customers, vendors, products, or business strategies, whether oral, written, electronic, or otherwise, including trade secrets.
“Employee” – the individual identified in the introductory paragraph.
“Restrictive Period” – the period of Employee’s employment and [12] months thereafter. [// GUIDANCE: Delaware courts generally view 12 months as presumptively reasonable for most non-competes.]

3. OPERATIVE PROVISIONS

3.1 Position & Duties

(a) Title: [JOB TITLE].
(b) Reporting: Employee shall report to [TITLE / POSITION].
(c) Duties: Employee shall faithfully perform the duties customarily associated with the Position and such other duties as reasonably assigned, consistent with Employee’s skills and experience.

3.2 At-Will Employment; Exceptions

(a) Employment is at-will and may be terminated by either Party at any time, with or without Cause and with or without advance notice, except as limited by (i) public-policy exceptions recognized under Delaware common law, (ii) federal and state anti-discrimination, whistleblower, and retaliation statutes, and (iii) any express written agreement executed by the Parties and approved by the Company’s [Chief Executive Officer/Board] that expressly modifies the at-will relationship.
(b) No oral statements or conduct shall be deemed to create a contract of employment for any definite term.

3.3 Compensation

(a) Base Salary: $[AMOUNT] per annum, payable in accordance with the Company’s standard payroll practices.
(b) Bonus: Employee shall be eligible to participate in the Company’s discretionary bonus program, if any, subject to the terms thereof.
(c) Annual Review: Compensation may be reviewed annually; however, nothing herein guarantees any increase.

3.4 Benefits

Employee shall be eligible to participate in Benefit Plans, subject to plan terms and Company policy.

3.5 Business Expenses

Company shall reimburse Employee for reasonable, properly-documented business expenses incurred in the performance of duties, in accordance with Company policy.

3.6 Vacation & Leave

Employee shall accrue paid time off (“PTO”) consistent with Company policy and applicable law.

3.7 Notice of Termination

Although not required by Delaware law, the terminating Party shall use commercially reasonable efforts to provide at least two (2) weeks written notice of termination. Nothing in this Section limits the at-will nature of employment.

3.8 Final Pay

Upon separation, Company shall pay all earned but unpaid Base Salary and accrued, unused PTO as required by applicable law.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual

Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement.

4.2 Employee

Employee further represents, warrants, and covenants that:
(a) Employee is not a party to any agreement that would restrict or interfere with the performance of Employee’s duties hereunder.
(b) Employee will not use or disclose any confidential or proprietary information of a prior employer in the course of employment with Company.
(c) Employee possesses the requisite qualifications, licenses, and certifications (if any) for the Position.

Survival: The representations and warranties shall survive termination of this Agreement for a period of twelve (12) months.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Employee shall hold all Confidential Information in strict confidence and shall not, during or after employment, use or disclose such information except as necessary to perform duties for the Company or as required by law.

5.2 Intellectual Property Assignment

All right, title, and interest in and to any inventions, works of authorship, or improvements conceived or developed by Employee, alone or jointly, during employment and relating to the Company’s business (“Work Product”) shall be the sole property of the Company. Employee hereby assigns all such Work Product to the Company.

5.3 Non-Competition

During the Restrictive Period, Employee shall not, within the geographic area in which the Company conducts material business operations ([COUNTIES/REGION]), directly or indirectly engage in, or have a material ownership interest in, any business that is in material competition with the Company’s [SPECIFY BUSINESS LINE], provided that passive ownership of <2% of a publicly traded company shall not breach this covenant.
[// GUIDANCE: Ensure duration ≤12 months, scope tied to legitimate business interests, and consideration provided (continued employment). Delaware courts will Blue-Pencil only to narrower enforceable scope.]

5.4 Non-Solicitation

During the Restrictive Period, Employee shall not (a) solicit any employee of the Company to cease employment, or (b) solicit any material customer or vendor with whom Employee had Material Contact in the last twelve (12) months of employment for a competing purpose.

5.5 Non-Disparagement

Each Party shall refrain from any false, misleading, or defamatory statements about the other Party. This Section shall not prohibit truthful statements required by law or legal process.

5.6 Notice & Cure

In the event of an alleged breach of this Article 5, the non-breaching Party shall provide written notice detailing the breach and afford the breaching Party a [10-day] opportunity to cure, where curable, prior to seeking remedies under Article 6.

6. DEFAULT & REMEDIES

6.1 Events of Default

(a) Material breach of this Agreement, including Sections 4 or 5.
(b) Termination by Employee without the notice set forth in Section 3.7 (optional Company election).
(c) Termination by Company for Cause.

6.2 Remedies

(a) Injunctive Relief: The Parties acknowledge that monetary damages may be inadequate for breaches of Article 5. Accordingly, the non-breaching Party may seek temporary, preliminary, and permanent injunctive relief in a court of competent jurisdiction, subject to Section 8.
(b) Liquidated Damages: In the event of Employee’s breach of Section 5.3 or 5.4, Employee shall pay the Company an amount equal to [____] as liquidated damages, not a penalty, representing a reasonable pre-estimate of loss.
(c) Attorneys’ Fees: The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Indemnification (Employee Conduct)

Employee shall indemnify, defend, and hold harmless the Company and its affiliates, and their respective directors, officers, employees, and agents, from and against any and all claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Employee’s willful misconduct, gross negligence, or violation of law in the course of employment, or (b) Employee’s breach of this Agreement.

7.2 Limitation of Liability

Except for (i) unpaid Base Salary and accrued benefits lawfully due to Employee, (ii) Employee’s indemnification obligations, and (iii) claims for injunctive relief, the maximum aggregate liability of either Party to the other arising out of or relating to this Agreement shall not exceed the sum of Employee’s then-current annual Base Salary plus the cash value of accrued but unused PTO.

7.3 Insurance

Company shall maintain workers’ compensation and other insurance as required by law and may, in its discretion, maintain employment practices liability insurance.

7.4 Force Majeure

Neither Party shall be liable for failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, governmental action, or natural disasters, provided that the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict-of-laws principles.

8.2 Forum Selection

Subject to Section 8.3, the Parties consent to exclusive jurisdiction and venue in the state courts located in [New Castle County, Delaware].

8.3 Arbitration (Optional)

[SELECT ONE:
☐ Binding Arbitration. Any dispute arising out of or relating to this Agreement shall be finally resolved by confidential, binding arbitration administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
☐ No Arbitration. Section 8.2 shall govern all disputes.]

8.4 Jury Trial Waiver (Optional)

To the fullest extent permitted by law, the Parties hereby irrevocably waive trial by jury in any action arising out of or relating to this Agreement. [// GUIDANCE: Delaware will enforce a conspicuous jury waiver if knowingly and voluntarily made.]

8.5 Equitable Relief

Nothing in this Article shall limit a Party’s right to seek injunctive or other equitable relief in aid of arbitration or to maintain the status quo, consistent with Section 6.2(a).

9. GENERAL PROVISIONS

9.1 Amendment & Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties, except that only the Company’s [Chief Executive Officer/Board] may modify the at-will nature of employment. No waiver shall be deemed a continuing waiver.

9.2 Assignment & Delegation

Employee may not assign any rights or delegate any duties under this Agreement. Company may assign this Agreement to a successor in interest (whether by merger, asset sale, or otherwise) with written notice to Employee. This Agreement shall inure to the benefit of and be binding upon the Parties and their permitted successors and assigns.

9.3 Severability & Reformation

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force. Any invalid or unenforceable provision shall be reformed to the minimum extent necessary to render it valid and enforceable while preserving the Parties’ original intent.

9.4 Integration

This Agreement (together with any confidentiality, invention assignment, and similar agreements executed concurrently) constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior understandings, whether written or oral.

9.5 Notices

All notices required or permitted under this Agreement shall be in writing and delivered (i) by hand with signed receipt, (ii) by nationally-recognized overnight courier, or (iii) by certified mail, return receipt requested, to the addresses set forth in the preamble (or as later changed by proper notice). Notice is deemed given on receipt or refusal of delivery.

9.6 Counterparts & Electronic Signatures

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together constitute one instrument. Signatures delivered by electronic means (e.g., PDF, DocuSign) shall be deemed original and binding.

10. EXECUTION BLOCK

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

[NOTARY BLOCK – Optional under Delaware law if Company desires additional formality]

[// GUIDANCE:
1. Review all bracketed placeholders and optional selections.
2. Confirm restrictive covenants comply with Delaware’s reasonableness standards.
3. Verify PTO payout timing and calculation align with Company policy and 19 Del. C. § 1109(a) regarding final wages (citation omitted pursuant to policy).
4. Consider additional carve-outs for whistleblower and retaliation protections.
5. Ensure employee receives a copy of this Agreement prior to or on the Effective Date for enforceability of non-compete provisions.]