EMPLOYMENT AGREEMENT (AT-WILL)

[// GUIDANCE: Hawaii-specific, court-ready template. All bracketed items must be customized before execution.]

TABLE OF CONTENTS

1. Document Header ............................................................... 2
2. Definitions ................................................................... 3
3. Operative Provisions .......................................................... 5
4. Representations & Warranties .................................................. 8
5. Covenants & Restrictions ...................................................... 9
6. Default & Remedies ............................................................ 11
7. Risk Allocation ............................................................... 12
8. Dispute Resolution ............................................................ 14
9. General Provisions ............................................................ 16
10. Execution Block .............................................................. 18

1. DOCUMENT HEADER

1.1 Parties

This Employment Agreement (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER LEGAL NAME], a [STATE] corporation with its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE NAME], residing at [ADDRESS] (“Employee”). Employer and Employee are sometimes referred to individually as a “Party” and collectively as the “Parties.”

1.2 Recitals

A. Employer desires to employ Employee in the capacity of [POSITION TITLE] and Employee desires to accept such employment.
B. The Parties intend that employment remain strictly “at-will,” subject only to the limitations and exceptions imposed by applicable law.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the sufficiency of which is 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 in the singular includes the plural and vice-versa; the masculine includes the feminine and neutral.

“Agreement” has the meaning set forth in Section 1.
“Base Salary” means Employee’s annualized gross salary as stated in Section 3.3, as may be adjusted.
“Cause” has the meaning set forth in Section 6.1(a).
“Confidential Information” has the meaning set forth in Section 5.2.
“Covered Period” means the term of Employee’s employment and [TWELVE (12)] months thereafter.
“Disability” means a physical or mental impairment rendering Employee unable to perform the essential functions of the Position, with or without reasonable accommodation, for a period of [90] consecutive days or [120] aggregate days in any 12-month period.
“Effective Date” has the meaning set forth in Section 1.
“Good Reason” has the meaning set forth in Section 6.1(b).
“Position” means the duties and responsibilities described in Section 3.1.
“Technology Business” has the meaning set forth in Haw. Rev. Stat. § 480-4(c).
[// GUIDANCE: Add or delete definitions to match actual drafting.]

3. OPERATIVE PROVISIONS

3.1 Position, Duties & Reporting

(a) Position. Employee shall serve as [POSITION TITLE], reporting to [TITLE OF SUPERVISOR/BOARD].
(b) Duties. Employee shall perform the duties customarily associated with the Position and such other duties as Employer reasonably assigns, consistent with business needs and lawful directives.
(c) Full Efforts. Employee shall devote full business time, best efforts, skill and attention to Employer’s business and shall comply with all lawful policies, rules, and procedures.

3.2 At-Will Employment; Statutory Exceptions

(a) Employment Term. Employment is at-will and may be terminated by either Party at any time, with or without cause or advance notice, subject to the exceptions imposed by Hawaii law, including but not limited to (i) public-policy wrongful discharge claims, (ii) express or implied contractual limitations, and (iii) statutory protections under Haw. Rev. Stat. chs. 378, 388, and other applicable provisions.
(b) No Implied Contract. No statement or practice shall be construed to alter at-will status absent a written agreement signed by Employer’s Chief Executive Officer.

3.3 Compensation

(a) Base Salary. Employee shall receive a Base Salary of [$ AMOUNT] per [year/month], payable in accordance with Employer’s regular payroll schedule.
(b) Adjustments. Employer may increase or decrease the Base Salary in its discretion, provided any decrease complies with Haw. Rev. Stat. § 388-7 (requiring written notice at least one pay period in advance).
(c) Bonus. Employee [is/is not] eligible to participate in Employer’s discretionary bonus programs, subject to program terms.

3.4 Benefits

Employee shall be eligible to participate in Employer’s standard benefits plans (e.g., group health, 401(k), paid time off), subject to plan terms and eligibility requirements. Employer reserves the right to amend or terminate any benefit plan at any time.

3.5 Business Expenses

Employer shall reimburse all reasonable, properly documented business expenses in accordance with Employer’s policies.

3.6 Work Location & Schedule

Employee’s primary work location shall be [ADDRESS/REMOTE]. Normal business hours are [HOURS], Monday through Friday, subject to operational needs.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations

Each Party represents and warrants that:
(a) it has full authority to enter into and perform under this Agreement;
(b) execution does not violate any other agreement or legal obligation; and
(c) no consent of any third party is required for full performance.

4.2 Employee Representations

Employee further represents that:
(a) Employee is not bound by any non-competition or confidentiality agreement that would impair performance;
(b) all information provided to Employer (résumé, certifications, background checks) is true and complete; and
(c) Employee possesses all licenses or permits necessary to perform duties.

4.3 Survival

The representations and warranties in this Article 4 shall survive termination of employment to the extent necessary to enforce rights that accrued during employment.

5. COVENANTS & RESTRICTIONS

5.1 Compliance with Law

Employee shall comply with all applicable federal, Hawaii, and local laws, including but not limited to Haw. Rev. Stat. ch. 378 (unlawful discriminatory practices) and ch. 396 (occupational safety).

5.2 Confidentiality

Employee shall not, during or after employment, use or disclose Employer’s Confidential Information except in performance of duties or with prior written consent. Confidential Information excludes information that is public, independently developed without use of Confidential Information, or rightfully received from a third party.

5.3 Non-Competition & Non-Solicitation

(a) Reasonable Restriction. During the Covered Period, Employee shall not, within the State of Hawaii, engage in any business that is directly competitive with Employer’s principal line of business [describe], except with Employer’s prior written consent.
(b) Carve-Out for Technology Business. If Employer is a “Technology Business” under Haw. Rev. Stat. § 480-4(c), any covenant in this Section 5.3 restricting Employee’s right to obtain employment with a competing technology business or to solicit technology-business employees or clients shall be void and unenforceable to the extent required by statute.
(c) Narrowing & Reformation. If a court finds any restriction unenforceable, the Parties intend that the court modify the scope, geography, or duration to the minimum extent necessary to render it enforceable.

[// GUIDANCE: Consider narrower geographic scope/duration to strengthen enforceability.]

5.4 Ownership of Work Product

All works, inventions, and developments created by Employee within the scope of employment (“Work Product”) are “works made for hire” and shall be Employer’s exclusive property. Employee hereby irrevocably assigns all intellectual-property rights in the Work Product to Employer.

5.5 Notice of Future Employment

Employee shall provide Employer with written notice of any new employment or engagement that could reasonably implicate Sections 5.2 or 5.3 within [5] business days of acceptance.

6. DEFAULT & REMEDIES

6.1 Events of Default

(a) “Cause” includes: (i) willful misconduct or gross negligence; (ii) material breach of this Agreement or Employer policy; (iii) conviction of, or plea of nolo contendere to, a felony; (iv) fraud or dishonesty; or (v) unauthorized disclosure of Confidential Information.
(b) “Good Reason” means: (i) material reduction in Base Salary (other than company-wide reduction), (ii) material diminution of duties, or (iii) relocation of primary work location by more than [30] miles, provided Employee gives written notice within 30 days and Employer fails to cure within 30 days thereafter.

6.2 Cure Periods

Except for breaches that cannot be cured (e.g., criminal acts), the breaching Party shall have [10] business days following written notice to cure before the non-breaching Party may exercise remedies.

6.3 Remedies

(a) Employer Remedies. Upon a Cause termination, Employer may: (i) terminate employment immediately; (ii) seek damages, injunctive relief (subject to Section 8.4), or both; and (iii) recover attorneys’ fees per Section 6.4.
(b) Employee Remedies. Upon a Good Reason resignation, Employee shall be deemed terminated without Cause and eligible for any accrued but unpaid compensation.
(c) Equitable Relief. The Parties acknowledge that breach of Sections 5.2-5.4 would cause irreparable harm and that monetary damages may be inadequate.

6.4 Attorneys’ Fees

The prevailing Party in any dispute arising under this Agreement shall be entitled to reasonable attorneys’ fees, costs, and expenses, except as limited by Section 7.2.

7. RISK ALLOCATION

7.1 Indemnification by Employee

Employee shall indemnify, defend, and hold Employer, its directors, officers, and affiliates harmless from and against any and all claims, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from:
(i) Employee’s willful misconduct, gross negligence, or violation of law;
(ii) Employee’s breach of this Agreement; or
(iii) any unauthorized acts or omissions outside the scope of employment.

7.2 Limitation of Liability

Except for (a) obligations under Sections 5.2-5.4 (Confidentiality & IP), (b) indemnification obligations, and (c) liability that cannot be limited by law, Employer’s aggregate liability to Employee, whether in contract, tort, or otherwise, shall not exceed the total Base Salary and benefits actually paid to Employee during the twelve (12) months preceding the event giving rise to liability.

7.3 Insurance

Employer shall maintain workers’ compensation and unemployment insurance as required by Hawaii law.

7.4 Force Majeure

Neither Party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, acts of war, epidemics, or changes in law, provided 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 hereunder shall be governed by the laws of the State of Hawaii, without regard to conflict-of-laws rules.

8.2 Forum Selection

Subject to Section 8.3, the Parties consent to exclusive jurisdiction and venue in the state courts located in [COUNTY], Hawaii.

8.3 Arbitration (Optional)

[OPTION A — INCLUDE]
Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by [AAA/JAMS] in [Honolulu], Hawaii, in accordance with its employment arbitration rules. Judgment on the award may be entered in any court of competent jurisdiction.
[OPTION B — OMIT]
[// GUIDANCE: Delete undesired option before execution.]

8.4 Injunctive Relief

Notwithstanding Sections 8.2-8.3, either Party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to preserve the status quo pending final resolution, provided such relief is narrowly tailored and consistent with Hawaii law.

8.5 Jury Trial Waiver (Optional)

[OPTION A — INCLUDE]
The Parties knowingly, voluntarily, and irrevocably waive any right to a trial by jury in any action arising under or relating to this Agreement.
[OPTION B — OMIT]

9. GENERAL PROVISIONS

9.1 Amendment & Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless in writing signed by both Parties. No waiver of a breach shall be deemed a waiver of any subsequent breach.

9.2 Assignment

Employee may not assign or delegate any rights or obligations under this Agreement without Employer’s prior written consent. Employer may assign this Agreement to a successor in interest.

9.3 Successors & Assigns

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

9.4 Severability

If any provision is held invalid or unenforceable, it shall be severed and the remainder of the Agreement shall remain in full force. The court shall reform any unenforceable provision to the minimum extent necessary to render it enforceable.

9.5 Integration

This Agreement (including any exhibits or schedules) constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior understandings, whether oral or written.

9.6 Counterparts & Electronic Signatures

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

10. EXECUTION BLOCK

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

[OPTIONAL NOTARY BLOCK – add if required by corporate policy]

[// GUIDANCE:

1. Review Hawaii-specific requirements for any industry-specific statutes.
2. Confirm whether Employer is a “Technology Business” (Haw. Rev. Stat. § 480-4(c)) before retaining non-compete language.
3. Insert WARN and Hawaii Plant Closure Act provisions if headcount thresholds apply.
4. Consider adding HIPAA language if Employee handles protected health information.

End of template.]