EMPLOYMENT AGREEMENT (AT-WILL)
(GEORGIA)
[// GUIDANCE: This template is designed for private-sector, non-union, at-will employment relationships governed by Georgia law. All bracketed fields and optional provisions must be reviewed and customized prior to execution.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
3.1 Position and Duties
3.2 At-Will Nature and Term
3.3 Compensation and Benefits
3.4 Business Expenses - Representations & Warranties
- Covenants & Restrictions
5.1 Performance Covenants
5.2 Confidentiality
5.3 Restrictive Covenants - Default & Remedies
- Risk Allocation
7.1 Indemnification
7.2 Limitation of Liability
7.3 Insurance
7.4 Force Majeure - Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
EMPLOYMENT AGREEMENT (AT-WILL) (“Agreement”), effective as of [EFFECTIVE DATE] (the “Effective Date”), is entered into by and between:
• [EMPLOYER LEGAL NAME], a [STATE] [ENTITY TYPE] having its principal place of business at [ADDRESS] (“Employer”); and
• [EMPLOYEE NAME], an individual residing at [ADDRESS] (“Employee”).
(Each a “Party,” and collectively, the “Parties.”)
Recitals
A. Employer desires to employ Employee, and Employee desires to accept such employment, on an at-will basis in accordance with Georgia law, including O.C.G.A. § 34-7-1.
B. The Parties wish to set forth the terms and conditions governing such employment and related matters.
NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration (the receipt and sufficiency of which are acknowledged), the Parties agree as follows:
2. DEFINITIONS
For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Defined terms appear alphabetically and apply equally to singular and plural forms.
“At-Will Employment” means employment that may be terminated by either Party at any time, for any lawful reason, with or without Cause or advance notice, except as modified by Section 3.2(b).
“Base Salary” means Employee’s annualized compensation, exclusive of bonuses, incentive compensation, and benefits, as specified in Section 3.3(a).
“Cause” means (i) gross misconduct; (ii) material breach of this Agreement; (iii) conviction or plea of nolo contendere to a felony; (iv) fraud, dishonesty, or misappropriation; or (v) willful failure to perform assigned duties after written notice and reasonable opportunity to cure.
“Confidential Information” has the meaning set forth in Section 5.2(a).
“Effective Date” has the meaning provided in the Document Header.
“Notice” means written notice delivered in accordance with Section 9.6.
“Restrictive Covenant” means any non-competition, non-solicitation, non-disparagement, or confidentiality obligation under Section 5.3.
[// GUIDANCE: Add or delete defined terms based on deal specifics.]
3. OPERATIVE PROVISIONS
3.1 Position and Duties
(a) Title and Role. Employer hereby employs Employee as [JOB TITLE]. Employee shall perform the duties customarily associated with that position and such other duties as Employer may lawfully assign.
(b) Reporting. Employee shall report to [REPORTING LINE].
(c) Full-Time Efforts. Employee shall devote full business time, attention, and best efforts to Employer’s business and comply with all lawful Employer policies.
3.2 At-Will Nature and Term
(a) Employment Term. The employment relationship commences on the Effective Date and continues on an At-Will basis.
(b) Georgia Exceptions. Notwithstanding subsection (a), termination may not violate: (i) public-policy limitations (e.g., refusal to commit an unlawful act, jury duty, or exercise of statutory rights), (ii) applicable whistleblower protections, or (iii) any express written promise of continued employment contained in this Agreement.
(c) Optional Notice. Either Party may—but is not required to—provide [___] days’ Notice prior to termination. Provision or non-provision of Notice does not alter the At-Will nature of employment.
3.3 Compensation and Benefits
(a) Base Salary. Employer shall pay Employee an annualized Base Salary of [$/YEAR] in accordance with Employer’s standard payroll schedule, subject to lawful deductions and withholdings.
(b) Incentive Compensation. Employee shall be eligible for discretionary bonuses in accordance with Employer’s bonus plan, if any.
(c) Benefits. Employee shall be eligible to participate in Employer’s benefit programs on the same terms as similarly situated employees, subject to plan documents.
(d) Withholdings. Employer shall withhold taxes and other amounts as required by law.
3.4 Business Expenses
Employer shall reimburse reasonable, documented business expenses incurred in performing duties, in accordance with Employer’s expense policy.
4. REPRESENTATIONS & WARRANTIES
4.1 Mutual Authority. Each Party represents it has full power and authority to enter into and perform this Agreement.
4.2 Employee Representations. Employee represents that:
(a) Employee is not subject to any agreement that would conflict with Employee’s obligations herein;
(b) Employee will not use or disclose any third-party confidential information; and
(c) All information provided during the hiring process is true and complete.
4.3 Survival. The representations and warranties in this Section 4 survive termination of this Agreement.
5. COVENANTS & RESTRICTIONS
5.1 Performance Covenants
Employee shall (a) comply with all applicable laws and regulations, (b) observe Employer’s policies, and (c) promptly notify Employer of any potential violation of which Employee becomes aware.
5.2 Confidentiality
(a) Definition. “Confidential Information” includes all non-public information relating to Employer’s business, whether or not marked confidential.
(b) Obligations. Employee shall maintain confidentiality during employment and for [___] years thereafter, except with respect to trade secrets, which remain protected until no longer qualifying as trade secrets under applicable law.
(c) Permitted Disclosures. Nothing in this Agreement restricts Employee from reporting a suspected violation of law to any governmental agency or from making disclosures protected under whistleblower statutes.
5.3 Restrictive Covenants
[// GUIDANCE: Carefully tailor scope, geography, and duration to meet O.C.G.A. § 13-8-53 standards.]
(a) Non-Competition. During employment and for a period of [TWELVE (12) / EIGHTEEN (18) / TWENTY-FOUR (24)] months post-termination, Employee shall not, within [GEOGRAPHIC AREA CONSISTENT WITH ACTUAL WORK TERRITORY], engage in business activities that are in competition with Employer’s [LINE OF BUSINESS], but only to the extent Employee performed such activities on behalf of Employer.
(b) Non-Solicitation of Customers. For [TWO (2)] years post-termination, Employee shall not solicit or attempt to solicit business from any customers with whom Employee had material contact during the last two (2) years of employment.
(c) Non-Solicitation of Employees. For [TWO (2)] years post-termination, Employee shall not induce or attempt to induce any employee to terminate employment with Employer.
(d) Blue-Penciling. If any Restrictive Covenant is found unenforceable, the court shall modify it to the minimum extent necessary under Georgia’s statutory blue-pencil authority (O.C.G.A. § 13-8-54(b)).
(e) Consideration. Employee acknowledges that continued employment and access to Confidential Information constitute adequate consideration for the Restrictive Covenants.
6. DEFAULT & REMEDIES
6.1 Events of Default.
(a) Employee’s: (i) material breach of this Agreement; (ii) failure to follow lawful directives; or (iii) misconduct constituting Cause.
(b) Employer’s: (i) failure to pay compensation when due; or (ii) material breach of this Agreement.
6.2 Notice and Cure. The non-defaulting Party shall provide written Notice specifying the default and, where curable, a [10]-day cure period.
6.3 Remedies.
(a) Employee Default. Employer may terminate employment immediately and pursue injunctive relief and damages.
(b) Employer Default. Employee may resign and pursue damages limited by Section 7.2.
(c) Attorneys’ Fees. The prevailing Party is entitled to reasonable attorneys’ fees and costs.
7. RISK ALLOCATION
7.1 Indemnification
Employee shall indemnify, defend, and hold harmless Employer, its officers, directors, and affiliates from all claims, losses, or liabilities arising out of Employee’s willful misconduct, gross negligence, or breach of this Agreement.
7.2 Limitation of Liability
Except for (i) Employee’s indemnity obligations, (ii) breaches of confidentiality, or (iii) intentional misconduct, each Party’s aggregate liability under this Agreement shall not exceed the total Base Salary and benefits paid to Employee during the twelve (12) months immediately preceding the event giving rise to liability.
7.3 Insurance
Employer maintains workers’ compensation and general liability insurance as required by law. Employee is covered thereby during employment.
7.4 Force Majeure
Neither Party is liable for delay or failure in performance caused by events beyond its reasonable control, provided that the affected Party gives prompt Notice and uses diligent efforts to resume performance.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Agreement and all disputes shall be governed by the laws of the State of Georgia, without regard to conflicts-of-law principles.
8.2 Forum Selection. The Parties consent to exclusive jurisdiction and venue in the state courts located in [COUNTY], Georgia.
8.3 Optional Arbitration.
[OPTIONAL—STRIKE IF NOT USED] Any dispute arising under this Agreement shall, at Employer’s election, be resolved by binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction. Each Party shall bear its own costs, except as otherwise provided herein.
8.4 Jury Trial Waiver.
[OPTIONAL—STRIKE IF NOT USED] EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY LITIGATION ARISING OUT OF THIS AGREEMENT.
8.5 Injunctive Relief. The Parties acknowledge that a breach of Sections 5.2 or 5.3 would cause irreparable harm not fully compensable by money damages; therefore, injunctive relief is an appropriate remedy, subject to the limitation that any such injunction shall be narrowly tailored to protect legitimate business interests.
9. GENERAL PROVISIONS
9.1 Amendment and Waiver. This Agreement may be amended only by a written instrument signed by both Parties. No waiver is effective unless in writing, and no waiver of a breach constitutes waiver of any other breach.
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 a successor or affiliate.
9.3 Successors and Assigns. This Agreement binds and benefits the Parties and their permitted successors and assigns.
9.4 Severability. If any provision is held invalid, the remainder shall be enforceable to the fullest extent permitted by law.
9.5 Integration. This Agreement constitutes the entire agreement between the Parties regarding employment and supersedes all prior oral or written agreements.
9.6 Notices. All Notices must be in writing and delivered (i) by certified mail (return receipt requested), (ii) by nationally recognized overnight courier, or (iii) by email with confirmed receipt, to the addresses set forth below or such other address designated by Notice.
9.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including PDF or electronic signatures), each of which is deemed an original and together constitute one instrument.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Employment Agreement as of the Effective Date.
| Employer | Employee |
|---|---|
| [EMPLOYER LEGAL NAME] | [EMPLOYEE NAME] |
| By: _________ | _________ |
| Name: [AUTHORIZED SIGNATORY] | |
| Title: [TITLE] | |
| Date: _______ | Date: _______ |
[OPTIONAL NOTARY BLOCK OR WITNESS LINES IF REQUIRED BY COMPANY POLICY]
[// GUIDANCE:
1. Confirm compliance with O.C.G.A. §§ 13-8-50 et seq. for restrictive covenants (e.g., duration ≤ 2 years for non-competes).
2. Review WARN Act and any contractual promises before implementing mass terminations or layoffs.
3. Ensure the limitation-of-liability cap aligns with applicable wage-payment statutes and public-policy considerations.
4. Consider adding intellectual-property assignment language if employee will create IP.
5. Remove bracketed optional provisions that are not selected and re-number sections accordingly.]