EMPLOYMENT AGREEMENT (AT-WILL)
(Indiana – Comprehensive Template)
[// GUIDANCE: This template is drafted to comply with Indiana employment law, incorporating statutory and common-law at-will exceptions, state-specific notice guidance, and non-compete enforceability standards. Bracketed items must be tailored by counsel prior to execution.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Engagement & Term
- Duties & Performance Standards
- Compensation & Benefits
- At-Will Nature; Termination
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- 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 that employment in Indiana is generally terminable at will, subject to limited statutory and common-law exceptions.
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.
[// GUIDANCE: Insert any stock option or equity provisions here if applicable.]
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 set forth below and as limited by Indiana public-policy and implied-contract exceptions.
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. All final wages shall be paid on or before the next regular payroll date or sooner if required by Ind. Code § 22-2-9-2.
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 maintain the confidentiality of Confidential Information indefinitely and use it solely for Company’s benefit.
8.2 Non-Competition. During the Restrictive Covenant Period, Employee shall not, within [GEOGRAPHIC SCOPE], directly or indirectly engage in any business that competes with Company’s [describe protected business interest].
(a) Reasonableness. The Parties acknowledge that this covenant is reasonable in time, scope, and geography to protect legitimate business interests, consistent with Indiana law.
(b) Blue-Pencil. If a court deems any portion overbroad, it may modify and enforce the covenant to the maximum extent permitted.
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 making any false or disparaging statements about the other Party.
[// GUIDANCE: Indiana courts scrutinize consideration for post-employment covenants. Confirm adequate consideration is provided (e.g., employment itself, separate payment, promotion).]
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) Reasonable attorneys’ fees and costs.
9.4 Cumulative Rights. Remedies are cumulative and not exclusive.
10. RISK ALLOCATION
10.1 Indemnification by Employee. Employee shall indemnify, defend, and hold harmless Company and its Affiliates from any third-party claim, loss, or damage arising from Employee’s gross negligence, willful misconduct, or violation of law in the course of employment.
10.2 Limitation of Liability. Except for (i) Employee’s indemnification obligations; (ii) claims arising from fraud or intentional misconduct; or (iii) breaches of Sections 8.1–8.4, Company’s aggregate liability to Employee under this Agreement shall not exceed the total base salary and benefits actually paid to Employee during the twelve (12) months immediately preceding the claim.
10.3 Insurance. Company maintains workers’ compensation and other insurance as required by 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. Subject to Section 11.3, the Parties consent to exclusive jurisdiction in the state courts located in [COUNTY], Indiana.
11.3 Arbitration (Optional). [Choose One: (a) The Parties agree to submit all claims arising out of this Agreement to binding arbitration before the American Arbitration Association in Indiana under its Employment Arbitration Rules; OR (b) The Parties do not elect arbitration.]]
11.4 Injunctive Relief (Limited). Notwithstanding Section 11.3, either Party may seek temporary or preliminary injunctive relief in a state court of competent jurisdiction in Indiana solely to prevent irreparable harm for breaches of Sections 8.1–8.4, pending final adjudication on the merits.
11.5 Jury Trial Waiver (Optional). [IF ELECTED: EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY ON ANY CLAIM ARISING UNDER OR RELATING TO THIS AGREEMENT.]
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.
| COMPANY | EMPLOYEE |
|---|---|
| [LEGAL NAME OF EMPLOYER] | [EMPLOYEE NAME] |
| By: ________ | ________ |
| Name: [NAME] | |
| Title: [TITLE] | |
| Date: ______ | Date: ________ |
[// GUIDANCE: Indiana does not require notarization or witnesses for employment agreements, but notarization may enhance authenticity. Insert acknowledgment block if desired.]
End of Document