Employment Contract - At-Will

EMPLOYMENT AGREEMENT (AT-WILL)

(GEORGIA)

TABLE OF CONTENTS

1. Document Header
2. Definitions

3. Operative Provisions
   3.1 Position and Duties
   3.2 At-Will Nature and Term
   3.3 Compensation and Benefits
   3.4 Business Expenses

4. Representations & Warranties

5. Covenants & Restrictions
   5.1 Performance Covenants
   5.2 Confidentiality
   5.3 Restrictive Covenants

6. Default & Remedies

7. Risk Allocation
   7.1 Responsibility for Misconduct
   7.2 Limitation of Liability
   7.3 Insurance
   7.4 Emergencies

8. Dispute Resolution

9. General Provisions
10. 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, or confidentiality obligation under Section 5.3.

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. Georgia does not recognize a general common-law public-policy exception to at-will employment. Termination nevertheless may not violate a specific federal or Georgia statute that prohibits the discharge and supplies an applicable remedy, or an express limitation stated in this Agreement. Do not describe refusal to commit an unlawful act or private-sector whistleblowing as a free-standing Georgia common-law claim.
(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 applicable laws and lawful Employer policies and (b) report operational concerns through the channels Employer identifies. Nothing requires Employee to notify Employer before making a protected government report or engaging in other legally protected activity.

5.2 Confidentiality

(a) Definition. “Confidential Information” means non-public business information that Employer has a legitimate interest in protecting. It excludes information that is public through no breach by Employee, already lawfully known to Employee, independently developed without use of Employer information, or lawfully received without a confidentiality duty. It also excludes disclosures or discussions protected by applicable labor, whistleblower, wage-transparency, or other law.
(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.

(d) Federal Trade-Secret Immunity Notice. Under 18 U.S.C. § 1833(b), an individual is not criminally or civilly liable under federal or state trade-secret law for a trade-secret disclosure made in confidence to a government official or attorney solely to report or investigate a suspected legal violation, or made in a court filing under seal. A retaliation plaintiff may use trade-secret information as permitted by § 1833(b)(2).

5.3 Restrictive Covenants

(a) Eligibility Gate and Non-Competition. Do not impose a post-employment non-compete unless Employee falls within one of the categories listed in O.C.G.A. § 13-8-53(a)—qualifying sales/customer-solicitation duties, the statute’s three-part management test, or key-employee/professional duties. If eligible, for [TWELVE (12) / EIGHTEEN (18) / TWENTY-FOUR (24)] months after termination, Employee shall not, within [GEOGRAPHIC AREA CONSISTENT WITH ACTUAL WORK TERRITORY], engage in [SPECIFY ACTIVITIES ACTUALLY PERFORMED FOR EMPLOYER] for a competing business.

(b) Non-Solicitation of Customers. For [TWO (2)] years post-termination, Employee shall not solicit or attempt to solicit competitive business from Employer customers, including actively sought prospective customers, with whom Employee had material contact during employment. O.C.G.A. § 13-8-53(b) requires a written covenant and narrows the covered customers and competitive products or services; the two-year duration is rebuttably presumed reasonable under O.C.G.A. § 13-8-57(b).

(c) Non-Solicitation of Employees. For [TWO (2)] years post-termination, Employee shall not induce or attempt to induce [IDENTIFY COVERED EMPLOYEES OR CATEGORIES] to terminate employment with Employer. Georgia counsel must tailor the protected group, prohibited conduct, and legitimate business interest; the two-year duration presumption in O.C.G.A. § 13-8-57(b) is rebuttable.

(d) Blue-Penciling. If a Restrictive Covenant is otherwise void or unenforceable, a court may modify it so long as the modification does not make the covenant more restrictive as to Employee than originally drafted, under O.C.G.A. § 13-8-53(d).

(e) Consideration and Writing. The covenants are contained in this signed writing. Before execution, Georgia counsel must confirm adequate consideration and that each restriction satisfies the current statutory employee-category, time, geographic, activity, and material-contact requirements.

6. DEFAULT & REMEDIES

6.1 Contract Breach. A material failure to perform an express obligation in this Agreement may support a contract remedy. The defined term “Cause” does not convert employment to a definite term or limit either Party’s separate right to end the at-will relationship.

6.2 Notice and Cure. Before pursuing a remedy for a curable contractual breach, the complaining Party will provide written Notice and a [10]-day opportunity to cure. This procedure does not delay earned wages, restrict protected activity or statutory remedies, or require either Party to continue the at-will relationship.

6.3 Remedies.
(a) Either Party may end employment as provided in Section 3.2.
(b) A Party may pursue a remedy otherwise available under this Agreement or applicable law; no remedy is automatic merely because this Agreement labels conduct a breach.
(c) Each Party bears its own attorneys’ fees and costs unless a controlling statute, court rule, or separately negotiated provision authorizes a different allocation.

7. RISK ALLOCATION

7.1 Responsibility for Misconduct

Each Party remains responsible to the extent provided by applicable law for its own fraud, willful misconduct, and material breach. This Agreement does not create an employee duty to defend Employer, authorize a wage deduction, or waive statutory rights or remedies.

7.2 Limitation of Liability

No contractual cap applies to unpaid wages, benefits due under a controlling plan, discrimination or retaliation remedies, statutory damages, attorneys’ fees, restrictive-covenant remedies governed by statute, or liability that cannot lawfully be waived or limited. Any cap for a separate commercial obligation must appear in a separately signed rider reviewed by Georgia counsel.

7.3 Insurance

Employer will maintain workers’ compensation coverage when required by applicable law and any other insurance it elects or is contractually required to maintain. This Agreement does not expand coverage beyond the controlling policy and law.

7.4 Emergencies

An emergency does not excuse timely wage payment, protected leave, accommodation, workers’ compensation, workplace-safety, or other nonwaivable employment duties. Employer may modify operations and prospective assignments when lawful and will communicate material changes as soon as practicable.

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. For claims the Parties may lawfully confine to a judicial forum, they consent to jurisdiction and venue in the state courts located in [COUNTY], Georgia. Nothing restricts an agency charge, government report, protected activity, or claim that applicable law permits elsewhere.

8.3 Optional Arbitration.
[OPTIONAL—USE ONLY WITH A SEPARATELY SIGNED MUTUAL RIDER] Any dispute the Parties may lawfully arbitrate shall be resolved by binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules. The rider must preserve agency access and nonwaivable remedies and state how arbitration costs will be allocated. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Trial. This Agreement does not contain a pre-litigation contractual jury-trial waiver. Bank South, N.A. v. Howard, 264 Ga. 339, 340–41 (1994).

8.5 Injunctive Relief. A Party may request narrowly tailored injunctive relief for an alleged breach of Section 5.2 or 5.3, but must prove every requirement imposed by applicable law. This Agreement does not establish irreparable harm, waive a defense, or guarantee equitable relief.

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.

[OPTIONAL NOTARY BLOCK OR WITNESS LINES IF REQUIRED BY COMPANY POLICY]