Employment Contract - At-Will

EMPLOYMENT AGREEMENT (AT-WILL)

(Indiana – Comprehensive Template)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement & Term
4. Duties & Performance Standards
5. Compensation & Benefits
6. At-Will Nature; Termination
7. Representations & Warranties
8. Covenants & Restrictions
9. Default & Remedies
10. Risk Allocation
11. Dispute Resolution
12. General Provisions
13. Execution Block

1. DOCUMENT HEADER

Employment Agreement (At-Will)

This Employment Agreement (“Agreement”) is entered into effective as of [EFFECTIVE DATE] (“Effective Date”) by and between [LEGAL NAME OF EMPLOYER], an Indiana [entity type] with its principal place of business at [ADDRESS] (“Company”), and [EMPLOYEE NAME], an individual residing at [ADDRESS] (“Employee,” and together with Company, each a “Party,” and collectively the “Parties”).

Recitals
A. Company desires to employ Employee in the position of [TITLE].
B. Employee desires to accept such employment on the terms and conditions set forth herein.
C. The Parties acknowledge Indiana's at-will baseline and that an express agreement or applicable law may limit termination rights in a particular case.

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, capitalized terms have the meanings set forth below. Terms defined in the singular include the plural and vice-versa.

“Affiliate” – Any entity controlling, controlled by, or under common control with Company.

“At-Will Employment” – Employment that may be terminated by either Party at any time, with or without cause or advance notice, except as limited by Section 6 and applicable law.

“Business Day” – Any day other than a Saturday, Sunday, or federally recognized holiday in the United States.

“Cause” – (a) Employee’s material breach of this Agreement or of written Company policy after written notice and a reasonable opportunity to cure of not less than five (5) Business Days; (b) willful misconduct, gross negligence, or fraud; (c) conviction of, or plea of guilty or nolo contendere to, a felony or other crime involving moral turpitude; or (d) repeated failure to perform assigned duties after written demand.

“Confidential Information” – All non-public information, whether oral, written, electronic, or otherwise, relating to Company or its Affiliates, including trade secrets as defined under Indiana’s Uniform Trade Secrets Act, Ind. Code § 24-2-3.

“Good Reason” – (a) Material reduction in title, duties, or base compensation without Employee’s consent; (b) relocation of primary work location by more than fifty (50) miles; or (c) material breach by Company of this Agreement, provided Employee gives written notice and a thirty (30)-day cure period.

“Restrictive Covenant Period” – The period of Employee’s employment and [NUMBER] months thereafter.

3. ENGAGEMENT & TERM

3.1 Position. Employee is engaged as [TITLE], reporting to [SUPERVISOR / POSITION].

3.2 Duties. Employee shall perform the duties customarily associated with the position and such other duties reasonably assigned, devoting full working time and best efforts to Company.

3.3 Location. Primary work location is [ADDRESS / REMOTE], subject to reasonable business travel.

3.4 Term. Employment commences on the Effective Date and continues on an at-will basis until terminated in accordance with Section 6.

4. DUTIES & PERFORMANCE STANDARDS

4.1 Compliance. Employee shall comply with all applicable federal, state, and local laws, including but not limited to the Fair Labor Standards Act, Title VII of the Civil Rights Act, and Indiana wage payment statutes, and with all lawful Company policies.

4.2 Performance Reviews. Company may conduct periodic performance evaluations and set performance objectives.

5. COMPENSATION & BENEFITS

5.1 Base Salary. Company shall pay Employee a base salary of [$____] per annum, payable in accordance with Company’s regular payroll practices and applicable wage payment laws.

5.2 Incentive Compensation. Employee shall be eligible to participate in Company’s discretionary bonus plan, as amended from time to time.

5.3 Benefits. Employee shall be eligible for Company’s standard employee benefit programs, subject to plan terms.

5.4 Expense Reimbursement. Company shall reimburse reasonable business expenses incurred in accordance with Company policy, provided Employee submits appropriate documentation within sixty (60) days.

6. AT-WILL NATURE; TERMINATION

6.1 At-Will Employment. Employment is at will. Either Party may terminate employment at any time, with or without Cause or Good Reason, and with or without advance notice, except as limited by this Agreement, another controlling commitment, or applicable law. This Agreement does not create a public-policy claim beyond current Indiana law.

6.2 Optional Notice Period. The terminating Party should endeavor to provide [two (2) weeks] prior written notice (“Notice Period”); failure to provide notice does not create liability but may affect final compensation under Section 5.

6.3 Termination by Company for Cause. Company may terminate for Cause immediately upon written notice, with final compensation through the termination date and any accrued, unpaid benefits required by law.

6.4 Termination by Company Without Cause / by Employee for Good Reason. Upon such termination, Company shall pay:
(a) Accrued but unpaid base salary and earned bonus;
(b) Reimbursement of approved expenses; and
(c) [Optional Severance] equal to ☐ weeks of base salary conditioned on execution of a release.

6.5 Termination by Employee Without Good Reason. Company shall pay accrued but unpaid compensation and benefits through termination date.

6.6 Return of Property. Upon termination, Employee shall immediately return all Company Property and certify permanent deletion of Company data.

6.7 Final Pay. Unpaid wages or compensation become due and payable on the regular payday for the pay period in which separation occurred, as provided by Ind. Code § 22-2-9-2(a).

7. REPRESENTATIONS & WARRANTIES

7.1 Mutual Authority. Each Party represents that it has full power, authority, and legal capacity to enter into and perform this Agreement.

7.2 Employee Representations. Employee represents that (a) Employee is not subject to any agreement that would restrict employment with Company; (b) performance will not violate any trade-secret or non-competition obligations to third parties; and (c) Employee will not use or disclose confidential information of any prior employer.

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

8. COVENANTS & RESTRICTIONS

8.1 Confidentiality. Employee shall protect Confidential Information while it remains confidential and use it solely for Company business. This duty excludes information that is public through no breach, already lawfully known, independently developed, or lawfully received without a confidentiality duty. Nothing restricts protected labor activity, wage discussion, an agency charge, a government report, testimony, 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).

8.2 Non-Competition [Optional—Separate Rider Required]. This Agreement does not itself impose a post-employment non-compete. Any restriction must appear in a separately signed rider reviewed by Indiana counsel and tailored to actual duties, a protectable interest, duration, activities, and territory. The rider must not declare reasonableness or enforceability conclusively.

Physician Gate. Before using any physician restriction, counsel must apply Ind. Code ch. 25-22.5-5.5. P.L. 207-2025 bars a physician and a hospital, hospital parent, affiliated manager, or hospital system from entering a covered noncompete on or after July 1, 2025; an agreement violating that prohibition is void and unenforceable. Other physician agreements remain subject to the chapter's separate current rules.

8.3 Non-Solicitation of Customers. For [12] months post-employment, Employee shall not solicit or divert any customer with whom Employee had material contact during the last twelve (12) months of employment for a competing purpose.

8.4 Non-Solicitation of Employees. For the Restrictive Covenant Period, Employee shall not solicit any employee or contractor of Company to terminate or alter their relationship with Company.

8.5 Non-Disparagement. Each Party shall refrain from knowingly false statements of fact about the other Party. This clause does not restrict protected labor activity, testimony, an agency charge, a government report, or another disclosure protected by law.

9. DEFAULT & REMEDIES

9.1 Events of Default. Any material breach of this Agreement, including Sections 4, 5, 6, or 8, constitutes an “Event of Default.”

9.2 Notice & Cure. Except for breaches of confidentiality, non-competition, or non-solicitation (for which no cure period is required), the non-breaching Party shall provide written notice and a ten (10)-day cure period before exercising remedies.

9.3 Remedies. Upon an Event of Default, the non-breaching Party may pursue:
(a) Injunctive relief as limited in Section 11.4;
(b) Specific performance;
(c) Recovery of actual damages; and
(d) Attorneys’ fees and costs only when a controlling statute, court rule, or separately negotiated provision authorizes them.

9.4 Cumulative Rights. Remedies are cumulative and not exclusive.

10. RISK ALLOCATION

10.1 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 Company, authorize a wage deduction, or waive statutory rights or remedies.

10.2 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 negotiated cap for a separate commercial obligation must appear in a separately signed rider reviewed by Indiana counsel.

10.3 Insurance. Company will maintain legally required insurance and any other coverage it elects or is contractually required to maintain. This Agreement does not expand coverage beyond the controlling policy and law.

11. DISPUTE RESOLUTION

11.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Indiana, without regard to conflict-of-law principles.

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

11.3 Arbitration [Optional—Separate Mutual Rider]. Arbitration applies only if both Parties sign a separate rider identifying covered claims, preserving agency access and nonwaivable remedies, allocating forum costs lawfully, and providing a neutral process.

11.4 Injunctive Relief (Limited). A Party may request narrowly tailored provisional relief for an alleged breach of Sections 8.1–8.4 but must prove every requirement imposed by applicable law. This Agreement does not establish irreparable harm, waive a defense, or guarantee equitable relief.

11.5 Jury Trial Waiver [Optional—Separate Rider]. Any jury waiver must appear in a separately signed rider reviewed by Indiana counsel and applies only to the extent lawful and enforceable.

12. GENERAL PROVISIONS

12.1 Amendment & Waiver. No amendment or waiver is effective unless in writing and signed by both Parties. A waiver on one occasion is not a waiver on any subsequent occasion.

12.2 Assignment. Employee may not assign or delegate any rights or obligations without Company’s prior written consent. Company may assign to an Affiliate or successor by merger, sale, or reorganization.

12.3 Successors & Assigns. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

12.4 Severability & Reformation. If any provision is invalid, illegal, or unenforceable, the remainder of this Agreement remains in effect, and the invalid provision shall be reformed to the minimum extent necessary for enforceability.

12.5 Integration. This Agreement, together with any written Company policies acknowledged by Employee, constitutes the entire agreement and supersedes all prior understandings regarding employment.

12.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including PDF or electronic signatures), each of which is deemed an original, together constituting one instrument.

12.7 Notices. Notices under this Agreement must be in writing and delivered (i) personally, (ii) by certified mail (return receipt requested), or (iii) by nationally recognized courier to the addresses first set forth above (or as later designated). Notice is effective upon receipt.

12.8 Interpretation. Headings are for convenience only and do not affect interpretation. The Parties were both represented (or had opportunity for representation) by counsel and therefore waive any rule of strict construction against the drafter.

13. EXECUTION BLOCK

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

Sources and References

• Indiana Department of Labor wage-and-hour FAQ
• Indiana Code § 22-2-9-2 (current mirror text)
• P.L. 207-2025 / S.B. 475 conference report
• South Bend Community School Corp. v. Grabowski case summary
• 18 U.S.C. § 1833

End of Document