EMPLOYMENT AGREEMENT (AT-WILL)

(State of Idaho)

[// GUIDANCE: This template is drafted for private-sector, non-union, at-will employment in Idaho. Customize bracketed placeholders, delete inapplicable options, and ensure consistency after editing.]

TABLE OF CONTENTS

1. Document Header ............................................................. 2
2. Definitions ..................................................................... 3
3. Operative Provisions .................................................. 5
4. Representations & Warranties ................................... 9
5. Covenants & Restrictions ........................................... 10
6. Default & Remedies .................................................... 12
7. Risk Allocation .............................................................. 14
8. Dispute Resolution ..................................................... 15
9. General Provisions ..................................................... 17
10. Execution Block .......................................................... 19

1. DOCUMENT HEADER

This Employment Agreement (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

(a) [EMPLOYER LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] with a principal business address at [ADDRESS] (“Employer”); and

(b) [EMPLOYEE FULL LEGAL NAME], residing at [ADDRESS] (“Employee”).

Recitals

A. Employer desires to employ Employee in the position of [POSITION TITLE] and Employee desires to accept such employment.
B. The parties intend this Agreement to reflect an at-will relationship, subject only to the limited statutory and contractual exceptions set forth herein.
C. Adequate and lawful consideration exists, including but not limited to the mutual promises contained herein, continued at-will employment, and the compensation described below.

NOW, THEREFORE, in consideration of the foregoing Recitals (which are incorporated by reference) and the mutual covenants herein, the parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below. Cross-references are to Sections of this Agreement unless otherwise noted.

“At-Will Employment” means employment that may be terminated by either party at any time, with or without Cause or advance notice, subject only to:
i. the public-policy exception recognized under Idaho law;
ii. the implied-contract exception, limited strictly to written statements by Employer’s authorized representative expressly limiting at-will status; and
iii. the statutory requirements of applicable federal or state law.

“Base Salary” means the annualized salary payable to Employee under Section 3.1, as may be adjusted by Employer in its sole discretion.

“Cause” means (i) willful misconduct; (ii) material breach of this Agreement or Employer policy; (iii) fraud, dishonesty, or gross negligence; (iv) conviction of, or plea of guilty or nolo contendere to, a felony; or (v) any act that causes material reputational or financial harm to Employer.

“Confidential Information” means all non-public information, in any form, relating to Employer’s business that a reasonable person would understand to be confidential or proprietary, including trade secrets per the Idaho Trade Secrets Act.

“Key Employee” has the meaning assigned by Idaho Code § 44-2701(4).
[// GUIDANCE: Only use “Key Employee” if a non-compete is imposed. Delete if non-compete omitted.]

“Notice” means a written communication delivered in accordance with Section 9.7.

“Protected Activity” means conduct that cannot lawfully be restricted, including whistleblowing, filing a charge, or testifying under the National Labor Relations Act, Title VII, or similar statutes.

3. OPERATIVE PROVISIONS

3.1 Position; Duties. Employer employs Employee as [POSITION] reporting to [TITLE]. Employee shall devote full business time, skill, and best efforts to Employer’s business and shall comply with all lawful directives and Employer policies. Employer may reasonably modify duties or reporting relationships.

3.2 At-Will Employment; Termination.
(a) Mutual Rights. Either party may terminate employment at any time, with or without Cause or advance notice, subject to Section 3.3 (Final Payments) and Section 5 (Covenants).
(b) Statutory Exceptions. Nothing herein limits Employee’s rights under public-policy exceptions (e.g., refusing illegal orders) or statutory protections (e.g., workers’ compensation).
(c) No Implied Contract. This Agreement, together with any contemporaneous written addenda signed by Employer’s CEO or designee, comprises the entire employment understanding; no handbook, oral statement, or past practice alters at-will status.

3.3 Compensation and Benefits.
(a) Base Salary. Employer shall pay Employee [ $______ ] per year, less required withholdings, in accordance with Employer’s normal payroll schedule.
(b) Incentive Compensation. [DESCRIBE OR “None.”]
(c) Benefits. Employee is eligible to participate in Employer’s benefit plans on the same basis as similarly situated employees, subject to plan terms (collectively, the “Benefits”).
(d) Expense Reimbursement. Employer shall reimburse reasonable business expenses under its written policies, subject to timely substantiation.

3.4 Final Payments Upon Separation.
(a) Wages. In accordance with Idaho Code § 45-606, all earned and unpaid wages shall be paid not later than the sooner of the next regular pay date or ten (10) days after the date of separation; provided, Employee may request earlier payment as permitted by statute.
(b) Accrued Benefits. Accrued but unused paid time off (“PTO”) shall be paid out only if required under Employer’s written PTO policy.
(c) Severance. None, unless a separate written severance agreement is executed.

3.5 Work Location; Schedule. Employee’s primary work location is [ADDRESS/REMOTE], subject to reasonable travel. Employer may modify work location within [X] miles upon thirty (30) days’ Notice.

3.6 Conditions Precedent. Employment is contingent upon:
(a) Verification of employment eligibility (Form I-9);
(b) Satisfactory background check; and
(c) Execution of Employer’s standard confidentiality and IP-assignment agreement, if not incorporated herein.

4. REPRESENTATIONS & WARRANTIES

4.1 By Employee. Employee represents, warrants, and covenants that:
(a) Employee is under no restriction that would interfere with performing duties hereunder;
(b) Employee will not misappropriate or improperly use Confidential Information of any third party; and
(c) All résumé and application information provided is true and complete in all material respects.

4.2 By Employer. Employer represents that it is duly organized, validly existing, and in good standing, and that the undersigned signatory is authorized to bind Employer.

4.3 Survival. The representations and warranties in this Section 4 survive termination of employment.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality. Employee shall hold all Confidential Information in strict confidence and use it solely for Employer’s benefit both during and after employment.

5.2 Intellectual Property. All inventions, works, or developments conceived or reduced to practice by Employee during employment that relate to Employer’s business (“Work Product”) are Employer’s sole property. Employee hereby assigns all right, title, and interest in Work Product to Employer and agrees to execute further instruments as requested.

5.3 Restrictive Covenants.
(a) Non-Solicitation of Customers. For twelve (12) months following termination, Employee shall not, directly or indirectly, solicit any customer or prospective customer with whom Employee had Material Contact in the twelve (12) months preceding termination for purposes of providing competing products or services.
(b) Non-Solicitation of Employees. For the same twelve (12)-month period, Employee shall not solicit, recruit, or induce any employee or independent contractor of Employer to terminate or reduce their relationship.
(c) Non-Competition (Optional).
[SELECT ONE AND DELETE THE OTHER]
• [INCLUDE] Employee acknowledges status as a Key Employee and, for a period of [≤18] months after termination and within [GEOGRAPHIC SCOPE], shall not engage in any business that competes with Employer’s [DESCRIPTION OF BUSINESS SEGMENT]*. The parties agree this restriction complies with Idaho Code § 44-2701 et seq., is narrowly tailored, and is reasonable in scope, geography, and duration.
• [OMIT] The parties elect not to include a post-employment non-competition covenant.
(d) Carve-Outs. Nothing herein prohibits Protected Activity.
(e) Blue-Pencil. If a court finds any covenant overly broad, it shall be reformed to the minimum extent necessary for enforceability.

*“Material Contact” has the meaning under Idaho Code § 44-2701(5).

5.4 Notice of Future Employment. During the restricted period, Employee shall provide Employer with written Notice of any new employment or engagement, including employer name, duties, and geographic location.

5.5 Return of Property. On or before the last day of employment, Employee shall return all Employer property, tangible and intangible, and certify compliance in writing.

6. DEFAULT & REMEDIES

6.1 Events of Default. The following constitute “Events of Default”:
(a) Breach of any covenant in Section 5;
(b) Material breach of any other provision that remains uncured fifteen (15) days after written Notice;
(c) Misappropriation of Employer funds or property; or
(d) Conviction of a crime involving moral turpitude affecting employment.

6.2 Employer Remedies. Upon an Event of Default, Employer may, in addition to terminating employment, pursue:
(a) Recovery of actual damages, subject to Section 7.2 (Liability Cap);
(b) Injunctive relief limited to enforcing Sections 5.1–5.3;
(c) Reasonable attorney fees and costs, including on appeal; and
(d) Any other remedy available at law or equity.

6.3 Employee Remedies. If Employer breaches a material obligation and fails to cure within fifteen (15) days after Notice, Employee may resign and pursue actual damages, subject to Section 7.2.

6.4 Cumulative; Mitigation. Remedies are cumulative. Each party shall reasonably mitigate damages.

7. RISK ALLOCATION

7.1 Indemnification by Employee. Employee shall indemnify, defend, and hold Employer, its officers, directors, employees, and agents harmless from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorney fees) arising out of or related to:
(a) Employee’s willful misconduct or gross negligence;
(b) Employee’s breach of Section 5; or
(c) Employee’s violation of applicable law in the course of employment, except to the extent caused by Employer’s directives.

7.2 Limitation of Liability. Except for (i) indemnification obligations under Section 7.1, (ii) breaches of Section 5, or (iii) liability that may not be contractually limited as a matter of law, the maximum aggregate liability of Employer to Employee, whether in contract, tort, or otherwise, shall not exceed the lesser of:
(a) six (6) months of Base Salary; or
(b) the total value of Benefits actually accrued but unpaid as of the event giving rise to liability.

7.3 Insurance. Employer may, but is not obligated to, maintain employment-practices liability insurance (“EPLI”) for its sole benefit. Employee is not a third-party beneficiary of any such policy.

7.4 Force Majeure. Neither party is liable for delay or failure to perform caused by events beyond reasonable control (e.g., natural disaster, war, pandemic, government order), provided the affected party gives prompt Notice and resumes performance when feasible.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement and all disputes arising out of or related hereto are governed by the laws of the State of Idaho, without regard to its conflict-of-law principles.

8.2 Forum Selection. Except as provided in Section 8.3 (Arbitration), the parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY], Idaho, and waive any objection to venue or forum non conveniens.

8.3 Arbitration (Optional).
[SELECT ONE AND DELETE THE OTHER]
• [INCLUDE] Any claim, other than (i) claims for injunctive relief under Sections 5 or 6, or (ii) claims that may not be compelled to arbitration under applicable law, shall be resolved by final and binding arbitration before a single arbitrator under the Employment Arbitration Rules of the American Arbitration Association. The arbitration shall take place in [CITY], Idaho, and the arbitrator may award any relief available at law or equity, subject to Section 7.2. Judgment on the award may be entered in any court of competent jurisdiction.
• [OMIT] The parties do not agree to arbitrate disputes.

8.4 Jury Trial Waiver (Optional).
[SELECT ONE AND DELETE THE OTHER]
• [INCLUDE] THE PARTIES KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
• [OMIT] No jury-waiver provision is included.

8.5 Attorneys’ Fees. The prevailing party in any dispute arising out of or related to this Agreement is entitled to recover its reasonable attorneys’ fees and costs, including on appeal.

9. GENERAL PROVISIONS

9.1 Amendments; Waiver. No amendment or waiver is effective unless in writing and signed by both parties. A waiver on one occasion is not a waiver of any subsequent breach.

9.2 Assignment. Employer may assign this Agreement to a successor by merger, consolidation, or asset sale. Employee may not assign or delegate any rights or obligations without Employer’s prior written consent.

9.3 Successors and Assigns. This Agreement binds and benefits the parties and their respective permitted successors and assigns.

9.4 Severability; Reformation. If any provision is unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions remain in effect.

9.5 Entire Agreement; Integration. This Agreement, together with any addenda expressly incorporated herein, constitutes the entire understanding between the parties and supersedes all prior oral or written agreements relating to the subject matter.

9.6 Electronic Signatures; Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, and delivered electronically (including via DocuSign, PDF, or facsimile), which shall be deemed valid and binding.

9.7 Notices. All Notices must be in writing and delivered (i) personally, (ii) by certified U.S. mail (return receipt requested), or (iii) by nationally recognized overnight courier, to the addresses below (or as updated by Notice). Notices are effective on receipt.

Employer Notice Address:
[EMPLOYER LEGAL NAME]
Attn: [CONTACT NAME / TITLE]
[STREET ADDRESS]
[CITY, STATE ZIP]

Employee Notice Address:
[EMPLOYEE NAME]
[STREET ADDRESS]
[CITY, STATE ZIP]

10. EXECUTION BLOCK

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

[Notary Acknowledgment, if desired or required]

[// GUIDANCE:
1. Remove optional provisions not selected.
2. Verify compliance with any industry-specific regulations (e.g., FINRA, healthcare, DOT).
3. Confirm that non-compete clauses align with the employee’s role and Idaho Code § 44-2701 et seq.
4. Provide copies of any referenced policies (PTO, expense, confidentiality) contemporaneously.
5. Retain executed copies for at least the duration of employment plus four (4) years, per common record-retention guidance.]