AT-WILL EMPLOYMENT AGREEMENT
(Florida – Comprehensive Template)
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
AT-WILL EMPLOYMENT AGREEMENT (this “Agreement”) is entered into and made effective as of [Effective Date] (the “Effective Date”) by and between:
- [Company Name], a [State of Incorporation] [type of entity] with its principal place of business at [Company Address] (“Company”); and
- [Employee Name], an individual residing at [Employee Address] (“Employee”).
RECITALS
A. Company desires to employ Employee, and Employee desires to accept such employment, on an at-will basis.
B. The parties wish to set forth the terms and conditions of such employment.
NOW, THEREFORE, in consideration of the mutual promises herein and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties agree as follows:
2. DEFINITIONS
For ease of reference, certain capitalized terms are defined alphabetically below. Terms defined herein have the same meaning throughout this Agreement unless the context otherwise requires.
“Affected Party” – has the meaning set forth in Section 7.4.
“Agreement” – this At-Will Employment Agreement, including all Exhibits and Schedules.
“Base Salary” – the annualized salary set forth in Section 3.2(a).
“Benefits” – the employee benefit plans and fringe benefits described in Section 3.2(b).
“Business Day” – any day other than Saturday, Sunday, or a legal holiday in the State of Florida.
“Cause” – has the meaning set forth in Section 6.1(b).
“Confidential Information” – has the meaning set forth in Section 5.2.
“Competing Business” – has the meaning set forth in Section 5.4(a).
“Disability” – has the meaning set forth in Section 6.1(c).
“Effective Date” – the date first written above.
“Employee IP” – has the meaning set forth in Section 5.3(b).
“Indemnified Claim” – has the meaning set forth in Section 7.1(a).
“Protected Activity” – lawful actions covered by whistleblower, anti-discrimination, or similar statutes, including Fla. Stat. §§ 448.101–105.
“Restricted Period” – the period identified in Section 5.4(a)(i).
“Territory” – the geographic area described in Section 5.4(a)(ii).
[// GUIDANCE: Add or delete definitions as appropriate. Ensure each defined term is actually used in the Agreement.]
3. OPERATIVE PROVISIONS
3.1 Position; Duties; Location
(a) Position. Employee is engaged as [Position Title] and shall report to [Reporting Title].
(b) Duties. Employee shall perform the duties customarily associated with the position and such other duties as may be assigned consistent therewith.
(c) Location. Primary work location is [Worksite]. Company may require reasonable business travel.
3.2 Compensation & Benefits
(a) Base Salary. Employee shall receive an annual Base Salary of $[Amount], payable in accordance with Company’s normal payroll practices (currently [frequency]).
(b) Benefits. Employee is eligible to participate in Company’s benefit plans (health, retirement, paid time off, etc.) on the same terms as similarly-situated employees, subject to plan documents.
(c) Bonus. [Optional] Employee shall be eligible for an annual discretionary bonus with a target of [__]% of Base Salary.
(d) Expenses. Company shall reimburse all reasonable business expenses incurred in good faith, in accordance with Company policy.
3.3 Employment Classification; Hours
Employee is classified as [exempt / non-exempt] under the Fair Labor Standards Act and applicable Florida law. Standard hours are [__] per week; additional hours may be required.
3.4 At-Will Relationship; Statutory Exceptions
(a) At-Will. Employment is “at-will,” meaning either party may terminate employment at any time, with or without Cause, notice, or reason, subject only to:
(i) applicable federal or Florida statutory exceptions (e.g., anti-discrimination laws, protected leave statutes, Fla. Stat. §§ 448.101–105); and
(ii) the notice provisions, if elected, in Section 6.2.
(b) No Oral Modification. No oral statement or conduct shall be interpreted to alter the at-will nature of employment. Only an express written agreement, signed by the Company’s [Chief Executive Officer/HR Director], may modify this Section 3.4.
4. REPRESENTATIONS & WARRANTIES
4.1 Mutual
Each party represents and warrants that it has full authority to enter into and perform this Agreement and that doing so will not violate any other agreement.
4.2 Employee
Employee further represents, warrants, and covenants that:
(a) Qualifications. Employee possesses all licenses, certifications, and authorizations necessary to perform the duties contemplated herein.
(b) No Conflict. Employee is not party to any agreement or restrictive covenant that would conflict with or be violated by Employee’s performance hereunder.
(c) Accuracy of Information. All information provided by Employee during the hiring process is true and complete.
4.3 Survival
The representations and warranties in this Article 4 shall survive termination of employment for a period of one (1) year.
5. COVENANTS & RESTRICTIONS
5.1 Compliance with Law
Employee shall comply with all applicable federal, state, and local laws, including but not limited to Florida employment and workplace safety laws.
5.2 Confidentiality
(a) Definition. “Confidential Information” includes all non-public information regarding Company’s business, clients, vendors, technology, and employees, whether oral, written, or electronic.
(b) Obligations. Employee shall hold all Confidential Information in strict confidence and use it solely for Company business.
(c) Exclusions. This Section does not limit Employee’s rights to engage in Protected Activity or to disclose information under whistleblower statutes.
5.3 Intellectual Property
(a) Work Made for Hire. To the maximum extent permitted by law, any intellectual property developed by Employee within the scope of employment (“Company IP”) is a “work made for hire” and owned exclusively by Company.
(b) Assignment. Employee hereby assigns to Company all right, title, and interest in and to Company IP, including all related registrations and applications.
(c) Cooperation. Employee shall execute documents reasonably requested to perfect such ownership.
5.4 Restrictive Covenants – Non-Competition & Non-Solicitation
(a) Non-Competition. During employment and for the Restricted Period of [12] months thereafter, Employee shall not, within the Territory of [define counties, states, or regions], directly or indirectly engage in, own, manage, operate, join, or control any business that is substantially similar to or competitive with Company (“Competing Business”), where such restriction is necessary to protect Company’s legitimate business interests as described in Fla. Stat. § 542.335(1)(b).
(b) Non-Solicitation. During employment and for the Restricted Period, Employee shall not solicit or induce any employee, consultant, customer, or supplier of Company to terminate or reduce its relationship with Company.
(c) Reasonableness. The parties agree the restrictions in this Section 5.4 are reasonable and no broader than necessary, and Employee may seek judicial reformation if deemed overbroad under Fla. Stat. § 542.335(1)(c).
5.5 Notice of Immunity Under Defend Trade Secrets Act
Employee is notified that, pursuant to 18 U.S.C. § 1833(b), Employee shall not be held criminally or civilly liable under any federal or state trade-secret law for disclosures made (i) in confidence to a government official or attorney for the purpose of reporting or investigating a suspected violation of law, or (ii) in a court filing under seal.
6. DEFAULT & REMEDIES
6.1 Events of Termination
Employment shall terminate upon:
(a) Voluntary Resignation by Employee;
(b) Termination by Company for Cause, defined as: (i) gross misconduct; (ii) material breach of this Agreement; (iii) willful neglect of duties; (iv) conviction of a felony; or (v) fraud or dishonesty;
(c) Termination by Company without Cause;
(d) Death or Disability (inability to perform essential functions, with or without reasonable accommodation, for 90 consecutive days).
6.2 Notice and Cure
Unless termination is for Cause, each party agrees to provide [__] days’ written notice prior to termination; Company may elect to pay Base Salary in lieu of all or part of such notice period.
6.3 Severance
[Optional Provision] Company shall pay severance equal to [__] weeks of Base Salary if employment is terminated by Company without Cause, conditioned on Employee’s execution of a standard release of claims.
6.4 Remedies
(a) Injunctive Relief. The parties acknowledge that breach of Article 5 will cause irreparable harm for which monetary damages are inadequate; accordingly, Company may seek limited injunctive relief in a court of competent jurisdiction, consistent with the limitations in Section 8.4.
(b) Damages & Fees. In any proceeding arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs, including any fees incurred on appeal.
(c) Set-Off. Company may set off any undisputed amount owed by Employee against any amount otherwise payable to Employee hereunder.
7. RISK ALLOCATION
7.1 Indemnification by Employee
(a) Employee shall indemnify, defend, and hold harmless Company and its affiliates, and their respective officers, directors, employees, and agents (“Indemnitees”) from and against any claim, demand, or cause of action (“Indemnified Claim”) arising out of or relating to Employee’s gross negligence, willful misconduct, or material breach of this Agreement.
(b) Procedure. Company shall promptly notify Employee of any Indemnified Claim. Employee may select counsel reasonably acceptable to Company and control the defense, subject to Company’s right to participate at its own expense.
7.2 Limitation of Liability
EXCEPT FOR (i) UNPAID WAGES OR BENEFITS, (ii) AMOUNTS EXPRESSLY PAYABLE UNDER THIS AGREEMENT, AND (iii) LIABILITY THAT CANNOT LAWFULLY BE LIMITED, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE EQUIVALENT OF [six (6) months] OF THE EMPLOYEE’S THEN-CURRENT BASE SALARY PLUS ACCRUED BUT UNPAID BENEFITS.
7.3 Insurance
Company maintains workers’ compensation insurance as required by Chapter 440, Florida Statutes, and such other coverages as it deems appropriate.
7.4 Force Majeure
Neither party shall be liable for failure to perform caused by events beyond its reasonable control (“Force Majeure Events”), provided the affected party (“Affected Party”) gives prompt notice and uses diligent 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 Florida, without regard to conflict-of-law rules.
8.2 Forum Selection
Subject to Section 8.3 (Arbitration), the parties submit to exclusive jurisdiction of the state courts located in [County], Florida, for any action arising out of or relating to this Agreement.
8.3 Arbitration [Optional – Select ONE]
[ ] (a) Elected. Any dispute not resolved informally within 30 days shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules. Judgment may be entered in any court of competent jurisdiction.
[ ] (b) Declined. The parties do not elect arbitration.
8.4 Jury Trial Waiver [Optional – Strike if prohibited]
TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
8.5 Injunctive Relief
Nothing herein shall preclude either party from seeking limited injunctive relief to preserve the status quo or protect Confidential Information or intellectual property, provided such relief does not exceed that permitted under Section 6.4(a).
9. GENERAL PROVISIONS
9.1 Amendment & Waiver
No amendment or waiver of this Agreement is effective unless in writing and signed by both parties. No waiver of a breach constitutes a waiver of any other or subsequent breach.
9.2 Assignment
Employee may not assign, delegate, or otherwise transfer any rights or obligations under this Agreement without prior written consent of Company. Company may assign this Agreement to any successor by merger, consolidation, or purchase of substantially all its assets.
9.3 Severability
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the court shall reform the invalid provision to the minimum extent necessary to render it enforceable.
9.4 Entire Agreement
This Agreement, together with all exhibits and schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous oral or written understandings.
9.5 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one document. Signatures transmitted electronically (e.g., via PDF or DocuSign) shall be deemed original and binding.
9.6 Notices
All notices shall be in writing and delivered (i) personally, (ii) by certified mail (return receipt requested), or (iii) by nationally-recognized overnight courier, to the addresses set forth in the preamble (or such other address designated in writing). Notice is deemed given (A) when received, if delivered personally; (B) three (3) Business Days after mailing; or (C) one (1) Business Day after dispatch by courier.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
[Company Name]
By: ____
Name: ____
Title: _________
Date: _____
EMPLOYEE
[Employee Name]
Date: _____
[// GUIDANCE: Florida does not presently require notarization or witnesses for employment agreements; however, consider adding a witness line if company policy so dictates.]
EXHIBIT A – ACKNOWLEDGMENT OF RECEIPT
I, [Employee Name], acknowledge that I have received, read, and understand the At-Will Employment Agreement dated [Effective Date] and agree to abide by its terms.
Signature: ____ Date: ____
END OF DOCUMENT