EMPLOYMENT AGREEMENT (AT-WILL)

(State of Kansas – Comprehensive Template)

[// GUIDANCE: This template is drafted for use with employees whose primary work location is within the State of Kansas. Counsel should tailor bracketed terms, confirm factual accuracy, and update to reflect any changes in applicable law prior to execution.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

Employment Agreement (At-Will)
This Employment Agreement (the “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] having its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE NAME], an individual residing at [ADDRESS] (“Employee”). Employer and Employee are sometimes referred to collectively as the “Parties” and individually as a “Party.”

Recitals
A. Employer desires to employ Employee, and Employee desires to accept such employment, upon the terms and conditions set forth herein.
B. The Parties enter into this Agreement for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

II. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Any term not defined in this Section II, but defined elsewhere in the Agreement, shall have the meaning ascribed to it at its first use.

“Base Salary” – Employee’s annualized compensation stated in Section III.3(a).
“Cause” – (i) material breach of this Agreement; (ii) gross negligence or willful misconduct; (iii) fraud, dishonesty, or misappropriation; (iv) conviction or plea of nolo contendere to a felony; or (v) any act or omission that, in Employer’s reasonable judgment, causes material harm to Employer’s reputation or business.
“Confidential Information” – All non-public information (whether oral, written, electronic, or otherwise) relating to Employer or its affiliates, including trade secrets, customer lists, pricing, marketing plans, financial data, technology, and intellectual property, excluding information that is or becomes publicly available through lawful means not involving breach of this Agreement.
“Good Reason” – A material reduction in Base Salary, a material diminution in Employee’s authority or responsibilities, or relocation of Employee’s primary work site by more than [X] miles, each without Employee’s consent and not cured within 30 days after written notice from Employee.
“Protected Activity” – Conduct that cannot lawfully be restricted, including but not limited to filing a charge, communicating with, or participating in an investigation or proceeding conducted by any governmental agency, or exercising statutory rights under applicable labor or employment laws.
“Restricted Period” – The period commencing on the Effective Date and continuing until [NUMBER] months after termination of employment for any reason.
“Territory” – [DEFINE GEOGRAPHIC SCOPE—e.g., State of Kansas and any state in which Employer conducted business during the 12-month period preceding termination].

[// GUIDANCE: Add, remove, or refine definitions to match the contemplated employment relationship.]

III. OPERATIVE PROVISIONS

3.1 Position; Duties

(a) Employee shall serve as [TITLE] and shall perform the duties customarily associated with such position and any additional duties reasonably assigned by Employer.
(b) Employee shall devote full working time and best efforts to Employer’s business, subject to reasonable periods of absence for vacation, illness, and approved outside activities not in conflict with Employer’s interests.

3.2 At-Will Employment

(a) The employment relationship is strictly “at-will,” meaning either Party may terminate employment at any time, with or without Cause, Good Reason, or advance notice, subject only to the notice provisions of Section 3.4 and the obligations contained herein.
(b) Nothing in this Agreement or in any Employer policy, handbook, statement, or practice shall be construed to create anything other than an at-will relationship, except as required by applicable law (including the Kansas public-policy exception and implied-contract exception recognized by Kansas courts).

3.3 Compensation

(a) Base Salary. Employer shall pay Employee a Base Salary of $[AMOUNT] per annum, less applicable deductions and withholdings, payable in accordance with Employer’s regular payroll practices.
(b) Incentive Compensation. Employee [IS/IS NOT] eligible to participate in Employer’s discretionary bonus or incentive plan, subject to the terms of such plan as it may be amended from time to time.
(c) Equity Awards. [OPTIONAL—describe any equity or phantom equity incentives.]

3.4 Notice Requirements

(a) Voluntary Resignation. Employee shall provide Employer with at least [TWO WEEKS] written notice of voluntary resignation. Employer may waive all or any portion of such notice period and accelerate the termination date without altering the characterization of the termination as voluntary.
(b) Employer-Initiated Termination. Employer may terminate employment at any time. No advance notice is required; however, Employer will comply with all obligations under the Kansas Wage Payment Act regarding timely payment of final wages and accrued benefits.

3.5 Benefits

Employee shall be eligible to participate in Employer’s employee benefit plans on the same terms as similarly situated employees, subject to plan documents and applicable law. Nothing herein limits Employer’s right to modify or terminate any benefit plan.

3.6 Business Expenses

Employer shall reimburse Employee for reasonable and necessary business expenses incurred in the performance of duties, in accordance with Employer’s expense policies.

3.7 Policies and Handbooks

Employee shall comply with all written policies, procedures, and handbooks of Employer, as they may be amended. In the event of a direct conflict between this Agreement and any policy or handbook, the terms of this Agreement shall control.

IV. REPRESENTATIONS & WARRANTIES

4.1 Employee Representations

Employee represents and warrants that:
(a) Employee is under no contractual or other restriction that would interfere with performance of duties for Employer;
(b) Employee will not bring or use in the course of employment any confidential or proprietary information belonging to a prior employer; and
(c) Employee has disclosed to Employer any restrictive covenants (non-compete, non-solicitation, confidentiality) to which Employee is currently subject.

4.2 Employer Representations

Employer represents and warrants that:
(a) It is duly organized, validly existing, and in good standing under the laws of its state of organization; and
(b) The individual executing this Agreement on Employer’s behalf is duly authorized to bind Employer.

4.3 Survival

All representations and warranties shall survive termination of this Agreement until the expiration of the applicable statute of limitations.

V. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Employee shall maintain the confidentiality of Confidential Information at all times during and after employment, except as required by law or authorized in writing by Employer.

5.2 Non-Competition

(a) During the Restricted Period, Employee shall not, within the Territory, directly or indirectly engage in, own, manage, operate, control, or participate in the ownership, management, operation, or control of any business that is competitive with Employer’s [DESCRIBE BUSINESS LINE].
(b) This Section 5.2 is intended to be enforceable under Kansas law. If any provision is deemed overly broad, a court may modify the scope, duration, or geography to the minimum extent necessary to render it enforceable.

5.3 Non-Solicitation

During the Restricted Period, Employee shall not directly or indirectly:
(i) solicit or attempt to solicit business from any client or prospective client of Employer with whom Employee had material contact during the 12 months preceding termination; or
(ii) solicit, recruit, or induce any employee or independent contractor of Employer to terminate or reduce his, her, or its relationship with Employer.

5.4 Non-Disparagement

Each Party agrees not to make any disparaging or derogatory statements concerning the other Party, except in connection with Protected Activity or as otherwise required by law.

5.5 Return of Property

Upon termination, Employee shall promptly return all Employer property, including documents, devices, and keys, and certify in writing that all electronic files have been returned or permanently deleted.

VI. DEFAULT & REMEDIES

6.1 Events of Default

(a) Employee Default. Any breach of Sections 5.1–5.5 or material breach of any other provision constitutes a default by Employee.
(b) Employer Default. Employer’s material failure to pay compensation or benefits when due constitutes a default by Employer.

6.2 Notice & Cure

The non-defaulting Party shall give written notice describing the default and a 10-day cure period (except no cure period is required for breach of Sections 5.1–5.5 or acts constituting Cause).

6.3 Remedies

(a) Injunctive Relief. Because damages may be inadequate, Employer shall be entitled to seek temporary, preliminary, and permanent injunctive relief for breach of Sections 5.1–5.3, subject to Section VIII.
(b) Damages. The non-defaulting Party may recover actual damages, subject to the limitation of liability in Section VII.2.
(c) Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement shall be entitled to reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

7.1 Indemnification (Employee Conduct)

Employee shall indemnify, defend, and hold harmless Employer, its officers, directors, employees, and agents from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from Employee’s gross negligence, willful misconduct, or material breach of this Agreement.

7.2 Limitation of Liability

Except for (i) Employee’s indemnity obligations, (ii) liability for breach of Sections 5.1–5.3, or (iii) liability that cannot be limited by law, each Party’s aggregate liability to the other arising out of or relating to this Agreement shall not exceed the total amount of Base Salary and benefits actually paid to Employee during the 12-month period immediately preceding the event giving rise to liability.

7.3 Insurance

[OPTIONAL] Employer shall maintain commercially reasonable liability insurance and workers’ compensation coverage as required by law.

7.4 Force Majeure

Neither Party shall be liable for failure or delay in performance due to acts of God, war, terrorism, epidemic, governmental action, or any other cause beyond its reasonable control, provided that the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

VIII. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Kansas, without regard to conflict-of-laws principles.

8.2 Forum Selection

Subject to Section 8.3 (Arbitration), the Parties submit to the exclusive jurisdiction of the state courts located in [COUNTY], Kansas, for any action arising out of or relating to this Agreement.

8.3 Arbitration – [SELECT ONE: “APPLICABLE” / “NOT APPLICABLE”]

[IF “APPLICABLE”]
(a) Except for claims seeking injunctive relief under Sections 5.1–5.3, any dispute shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Employment Arbitration Rules.
(b) The arbitration shall take place in [CITY], Kansas, before a single neutral arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

[// GUIDANCE: Insert detailed arbitration procedures or incorporate by reference an existing ADR policy.]

8.4 Jury Trial Waiver – [SELECT ONE: “APPLICABLE” / “NOT APPLICABLE”]

To the extent permitted by law, each Party knowingly and voluntarily waives its right to a trial by jury in any action or proceeding relating to this Agreement.

8.5 Limited Injunctive Relief

Nothing in this Section VIII shall restrict a Party from seeking (i) injunctive relief limited to enforcing Sections 5.1–5.3 or (ii) provisional remedies in aid of arbitration.

IX. 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. A waiver on one occasion shall not constitute a waiver on any subsequent occasion.

9.2 Assignment. Employee may not assign or delegate any rights or obligations hereunder without Employer’s prior written consent. Employer may assign this Agreement to a successor by merger, consolidation, or sale of substantially all assets, provided such successor assumes the obligations herein.

9.3 Successors & Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, legal representatives, successors, and permitted assigns.

9.4 Severability; Reformation. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force. A court may modify an unenforceable provision to the minimum extent necessary to render it enforceable.

9.5 Entire Agreement. This Agreement, together with any equity award agreements and benefit plan documents referenced herein, constitutes the entire understanding between the Parties with respect to the subject matter and supersedes all prior agreements or understandings, whether written or oral.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted electronically or by pdf shall be deemed originals for all purposes.

9.7 Interpretation. The headings herein are for convenience only and shall not affect construction. “Including” means “including without limitation.” This Agreement shall not be construed against the drafter.

X. EXECUTION BLOCK

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

[Notary Acknowledgment, if required by company policy or for particular covenants]

[// GUIDANCE:
1. Review Kansas non-compete law for scope/duration before finalizing Section 5.2.
2. Confirm that any notice of rights, wage-payment statements, or other disclosures required under federal or Kansas law (e.g., OSHA, FMLA, EEO) are provided separately.
3. If arbitration is elected, attach the governing rules as an exhibit or hyperlink.
4. Update benefit descriptions to mirror current plan terms.
5. For workers eligible for overtime, include FLSA-compliant timekeeping and overtime provisions.
]