Employment Contract - At-Will

EMPLOYMENT AGREEMENT (AT-WILL)

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(d).

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 an express contractual limitation and applicable law. Hawaii recognizes a claim for discharge that contravenes a clear mandate of public policy under Parnar v. Americana Hotels, Inc., and claim-specific statutory protections include Haw. Rev. Stat. §§ 378-2 and 378-62.
(b) Contractual Limitations. The Parties intend that no oral statement or general policy alter at-will status. Any agreed change should be stated in a writing signed by Employee and [AUTHORIZED OFFICER]. Hawaii law controls whether a separate policy or representation creates an implied contractual obligation. Kinoshita v. Canadian Pacific Airlines, Ltd., 68 Haw. 594, 724 P.2d 110 (1986).

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 prospectively increase or decrease the Base Salary, subject to this Agreement and applicable law. Haw. Rev. Stat. § 388-7 requires written or accessibly posted notice of a change to the disclosed rate, payday, hour, or place of payment before the change takes effect; it does not prescribe a one-pay-period notice period.
(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 legitimately protected Confidential Information except in performing duties or as otherwise authorized. Confidential Information excludes information that is public through no breach by Employee, already lawfully known, independently developed without use of Employer information, or rightfully received without a confidentiality duty. Nothing restricts protected discussions of wages or working conditions, a government report, participation in an investigation, or another disclosure protected by law.

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-Covenant Gate

(a) No Default Noncompete. This Agreement does not itself impose a post-employment noncompete. Any proposed restraint must appear in a separately signed rider that identifies a legitimate ancillary purpose, is reasonable in scope, and is reviewed under Haw. Rev. Stat. § 480-4 and Prudential Locations, LLC v. Gagnon, 151 Haw. 136, 509 P.3d 1099 (2022). Preventing competition alone is not a legitimate ancillary purpose.

(b) Technology-Business Prohibition. If Employee works for a “Technology Business” as defined by Haw. Rev. Stat. § 480-4(d), do not include the statute’s defined post-employment noncompete or employee-nonsolicit clause. Section 480-4(d) makes those clauses void. Its “nonsolicit” definition concerns solicitation of employees, not clients; a customer restriction still requires separate analysis under § 480-4 and Gagnon.

(c) Trade Secrets. Section 480-4(c)(4) permits a covenant against using an employer’s trade secrets in competition only for a time reasonably necessary for protection and without undue hardship. Section 5.2 and any separate rider must remain no broader than applicable law permits.

5.4 Ownership of Work Product

To the extent a work created by Employee within the scope of employment qualifies as a “work made for hire,” Employer is its author under applicable copyright law. Employee assigns to Employer the transferable intellectual-property rights Employee owns in other Work Product created within the scope of employment, subject to rights that cannot lawfully be assigned.

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 Contract Breach

A material failure to perform an express obligation in this Agreement may support a contract remedy. The defined terms “Cause” and “Good Reason” do not convert employment to a definite term or restrict either Party’s separate right to end the at-will relationship unless a signed rider expressly states otherwise.

6.2 Cure Periods

Before pursuing a remedy for a curable contractual breach, the complaining Party will provide written notice and a [10]-business-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) Earned wages and other nonwaivable rights remain governed by applicable law.

6.4 Attorneys’ Fees

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 law, 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 Hawaii counsel.

7.3 Insurance

Employer will maintain workers’ compensation and unemployment 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 hereunder shall be governed by the laws of the State of Hawaii, without regard to conflict-of-laws rules.

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], Hawaii. Nothing restricts an agency charge, government report, protected activity, or claim that applicable law permits elsewhere.

8.3 Arbitration (Optional)

[OPTION A — USE ONLY WITH A SEPARATELY SIGNED MUTUAL RIDER]
Any dispute the Parties may lawfully arbitrate shall be resolved by binding arbitration administered by [AAA/JAMS] in [Honolulu], Hawaii, 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 a court of competent jurisdiction.
[OPTION B — OMIT]

8.4 Injunctive Relief

Notwithstanding Sections 8.2-8.3, either Party may request temporary or preliminary injunctive relief in a court of competent jurisdiction, but must prove every requirement imposed by applicable law. This Agreement does not establish irreparable harm, waive a defense, or guarantee equitable relief.

8.5 Jury Trial Waiver (Optional)

[OPTION A — USE ONLY IN A SEPARATELY SIGNED RIDER REVIEWED BY HAWAII COUNSEL]
The Parties knowingly and voluntarily waive a jury trial only to the extent the waiver is lawful and enforceable.
[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 only to the extent permitted by applicable law, and the remainder will remain effective if it can operate consistently with the Parties’ lawful intent. This clause does not require a court to rewrite an unlawful restraint.

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]