EMPLOYMENT AGREEMENT

(At-Will – Commonwealth of Kentucky)

[// GUIDANCE: This template is intentionally comprehensive. Delete bracketed guidance and complete all placeholders before issuing to the client/employee.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1. Employment Relationship & Term
   3.2. Position, Duties, and Location
   3.3. Compensation & Benefits
   3.4. Business Expenses
4. Representations & Warranties
5. Covenants & Restrictions
   5.1. Confidentiality
   5.2. Intellectual Property
   5.3. Restrictive Covenants (Non-Competition, Non-Solicitation, Non-Disparagement)
6. Default & Remedies
7. Risk Allocation
   7.1. Indemnification (Employee Conduct)
   7.2. Limitation of Liability
   7.3. Insurance
   7.4. Force Majeure
8. Dispute Resolution
   8.1. Governing Law & Forum Selection
   8.2. Arbitration [OPTIONAL]
   8.3. Jury Trial Waiver [OPTIONAL]
   8.4. Injunctive Relief
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”), by and between [EMPLOYER LEGAL NAME], a [STATE OF FORMATION] [ENTITY TYPE] with its principal place of business at [EMPLOYER ADDRESS] (“Employer”), and [EMPLOYEE LEGAL NAME], an individual residing at [EMPLOYEE ADDRESS] (“Employee”). Employer and Employee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals
A. Employer desires to employ Employee, and Employee desires to accept such employment, on an at-will basis subject to the terms and conditions of this Agreement.
B. The Parties acknowledge that Kentucky law recognizes limited public-policy and contractual exceptions to the at-will doctrine, which are expressly preserved herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the adequacy and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

“Accrued Obligations” – Base Salary earned but unpaid, reimbursable expenses, and any vested employee-benefit entitlements, in each case through the Termination Date.

“Affiliate” – With respect to a Person, any other Person, directly or indirectly, controlling, controlled by, or under common control with that Person.

“At-Will Employment” – An employment relationship that may be terminated by either Party at any time, with or without Cause or advance notice, except as limited by (i) applicable law, (ii) the express terms of this Agreement, or (iii) public-policy exceptions recognized under Kentucky law.

“Base Salary” – Employee’s gross annual salary, exclusive of bonuses, commissions, and benefits, as set forth in Section 3.3(a) and subject to lawful withholdings.

“Cause” – (i) willful misconduct or gross negligence; (ii) material breach of this Agreement or Employer policy; (iii) fraud, dishonesty, or other act of moral turpitude; (iv) conviction or plea of nolo contendere to a felony; (v) unauthorized disclosure or misuse of Employer Confidential Information; or (vi) any act or omission that, in Employer’s reasonable judgment, causes material reputational or financial harm.

“Confidential Information” – All non-public information, whether oral, written, electronic, or otherwise, relating to Employer’s business, customers, vendors, technology, finances, strategies, or employees, including trade secrets, within the meaning of applicable law.

“Good Reason” – Employee’s resignation within thirty (30) days following (i) a material reduction of Base Salary, (ii) a material and adverse change in primary work location exceeding fifty (50) miles, or (iii) a material breach by Employer of this Agreement, provided that Employee first gives Employer written notice and a thirty (30) day opportunity to cure.

“Person” – Any individual, corporation, partnership, limited liability company, trust, unincorporated association, government, or governmental agency or instrumentality.

“Restrictive Covenant Period” – The period commencing on the Effective Date and continuing (i) during employment and (ii) for [TWELVE (12)/EIGHTEEN (18)] months following the Termination Date.

[// GUIDANCE: Adjust duration to comply with reasonableness standards for non-competes under Kentucky law.]

3. OPERATIVE PROVISIONS

3.1 Employment Relationship & Term

(a) Employment Status. Employee shall be employed on an at-will basis. Either Party may terminate employment at any time, with or without Cause, Good Reason, or advance notice, except as limited below.

(b) Kentucky At-Will Exceptions. Nothing herein permits termination:
(i) for a reason that violates public policy (e.g., refusal to commit an unlawful act, filing a workers’ compensation claim, or exercise of a statutory right);
(ii) in breach of an express or implied contractual commitment by Employer; or
(iii) in retaliation for protected activity under applicable law.

[// GUIDANCE: These carve-outs track Kentucky’s recognized common-law exceptions (Firestone Textile Co. v. Meadows and progeny).]

3.2 Position, Duties, and Location

(a) Position. Employee shall serve as [TITLE], reporting to [SUPERVISOR OR BOARD].
(b) Duties. Employee shall perform the duties customarily associated with the position and such additional duties as Employer may reasonably assign.
(c) Location. Primary work location shall be [CITY, STATE], subject to reasonable business travel.
(d) Exclusive Services. During employment, Employee shall devote full working time, attention, and best efforts to Employer’s business and shall not engage in any other paid or unpaid activity that creates a conflict of interest without Employer’s prior written consent.

3.3 Compensation & Benefits

(a) Base Salary. Employer shall pay Employee a Base Salary of $[AMOUNT] per year, payable in accordance with Employer’s normal payroll practices and subject to applicable withholdings.
(b) Bonus [OPTIONAL]. Employee shall be eligible for an annual discretionary bonus of up to [PERCENTAGE OR DOLLAR AMOUNT] based on Employer and individual performance metrics.
(c) Benefits. Employee shall be eligible to participate in Employer’s benefit plans (health, retirement, paid time off, etc.) on the same terms as similarly situated employees.
(d) Equity [OPTIONAL]. Subject to board approval, Employee will be granted [TYPE/NUMBER] of [STOCK OPTIONS/RSUs] under Employer’s equity plan.
(e) Withholding. Employer shall withhold all required federal, state, and local taxes and other amounts from compensation payable to Employee.

3.4 Business Expenses

Employer shall reimburse Employee for all reasonable and necessary business expenses incurred in performing duties hereunder, in accordance with Employer’s expense-reimbursement policy and applicable law.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations. Each Party represents and warrants that:
(a) it has full power and authority to enter into and perform this Agreement;
(b) execution of this Agreement does not violate any other agreement to which it is a party; and
(c) this Agreement constitutes a valid and binding obligation enforceable against such Party in accordance with its terms.

4.2 Employee Specific Representations. Employee further represents that:
(a) Employee is not subject to any restrictive covenant that would interfere with Employee’s ability to perform hereunder;
(b) all information provided in Employee’s application, résumé, and interviews is true and complete; and
(c) Employee will promptly inform Employer of any facts that would render the foregoing representations inaccurate.

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

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Employee shall not, during or after employment, use or disclose Confidential Information except as required in the performance of Employee’s duties or as expressly authorized in writing by Employer.

5.2 Intellectual Property

(a) Work Made for Hire. All inventions, works of authorship, designs, and other intellectual property created or conceived by Employee, either solely or jointly, in the scope of employment (“Work Product”) shall be the sole property of Employer.
(b) Assignment. Employee hereby irrevocably assigns to Employer all right, title, and interest in and to any Work Product and agrees to execute further instruments as Employer may reasonably request to perfect such ownership.

5.3 Restrictive Covenants

[// GUIDANCE: Kentucky courts require restrictive covenants to protect legitimate business interests and to be reasonable in scope, geography, and duration.]

(a) Non-Competition. During the Restrictive Covenant Period, Employee shall not, within [GEOGRAPHIC SCOPE] and in a capacity similar to the position held with Employer, directly or indirectly engage in, own, or perform services for any business that competes with Employer’s [DESCRIBE BUSINESS LINES].

(b) Non-Solicitation of Customers. During the Restrictive Covenant Period, Employee shall not directly or indirectly solicit or attempt to solicit the business of any customer or prospective customer with whom Employee had business contact during the twelve (12) months preceding the Termination Date.

(c) Non-Solicitation of Employees. During the Restrictive Covenant Period, Employee shall not directly or indirectly solicit, recruit, or induce any employee or independent contractor of Employer to terminate or alter such relationship with Employer.

(d) Non-Disparagement. Each Party agrees not to make any statement that disparages the other Party or its products, services, officers, directors, or employees, except as required by law.

(e) Reasonableness; Blue Pencil. Employee acknowledges that the covenants in this Section 5.3 are reasonable. If any restriction is found unenforceable, a court is authorized to limit or modify the scope to render it enforceable to the maximum extent permitted by law.

(f) Consideration. Employee acknowledges that the compensation and access to Confidential Information provided herein constitute adequate consideration for the restrictive covenants.

6. DEFAULT & REMEDIES

6.1 Events of Default. An “Event of Default” occurs if (i) Employee engages in any act or omission constituting Cause, (ii) Employee materially breaches Section 5, or (iii) Employer materially breaches any payment obligation under Section 3 that remains uncured after written notice and a ten (10) business-day cure period.

6.2 Notice & Cure. Except for breaches involving fraud, criminal conduct, or disclosure of Confidential Information (which require no cure period), the non-breaching Party shall provide written notice specifying the nature of the breach and allow the breaching Party the applicable cure period.

6.3 Graduated Remedies.
(a) Employer’s Remedies. Upon Employee’s Event of Default, Employer may (i) terminate employment for Cause without further liability save Accrued Obligations, (ii) seek equitable relief under Section 8.4, (iii) recover damages, and (iv) recover attorney’s fees and costs.
(b) Employee’s Remedies. Upon Employer’s uncured breach, Employee may resign for Good Reason and pursue damages or equitable relief.

6.4 Attorneys’ Fees. The prevailing Party in any dispute arising under this Agreement shall be entitled to reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Indemnification (Employee Conduct)

Employee shall indemnify, defend, and hold harmless Employer and its Affiliates, and their respective officers, directors, employees, and agents (“Indemnified Parties”) from and against any losses, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or relating to (i) Employee’s gross negligence or willful misconduct, (ii) Employee’s breach of this Agreement, or (iii) any claim that Employee’s violation of law caused harm to a third party.

[// GUIDANCE: This provision satisfies the metadata instruction “Indemnification: employee_conduct.”]

7.2 Limitation of Liability

Except for (i) indemnification obligations under Section 7.1, (ii) Employee’s breach of Section 5, or (iii) liability that cannot legally be limited, Employer’s aggregate liability to Employee shall not exceed the total Base Salary and benefits actually paid to Employee in the twelve (12) months preceding the event giving rise to liability.

[// GUIDANCE: This implements the metadata directive “Liability Caps: salary_benefits.”]

7.3 Insurance

Employer shall maintain workers’ compensation and other statutorily required insurance. Employee is responsible for maintaining personal insurance for non-work-related risks.

7.4 Force Majeure

Neither Party shall be liable for delay or failure in performance caused by acts beyond its reasonable control, including natural disasters, pandemics, acts of war, terrorism, labor disputes, or governmental orders, provided the affected Party gives prompt written notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law & Forum Selection

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict-of-laws principles. Subject to Section 8.2, the state and federal courts located in [COUNTY], Kentucky shall have exclusive jurisdiction over any action arising out of or relating to this Agreement, and each Party hereby irrevocably submits to and consents to such jurisdiction and venue.

8.2 Arbitration [OPTIONAL]

[// GUIDANCE: Delete this Section if arbitration is not selected.]
(a) Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by [ARBITRATION PROVIDER] in accordance with its employment arbitration rules then in effect.
(b) The arbitration shall take place in [CITY, KENTUCKY] before a single neutral arbitrator.
(c) The arbitrator shall have authority to award all remedies available under law, except that punitive damages shall not be awarded unless authorized by statute.
(d) Judgment on the award may be entered in any court of competent jurisdiction.

8.3 Jury Trial Waiver [OPTIONAL]

To the fullest extent permitted by law, each Party irrevocably waives the right to a trial by jury in any action arising out of or relating to this Agreement.

8.4 Injunctive Relief

Notwithstanding any requirement to arbitrate, either Party may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction solely to preserve the status quo or prevent irreparable harm. Any such injunctive relief shall be narrowly tailored and time-limited.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver. This Agreement may be amended only by a written instrument signed by both Parties. No waiver shall be effective unless in writing and signed by the Party against whom enforcement is sought.

9.2 Assignment; Delegation. Employee may not assign any rights or delegate any obligations under this Agreement without Employer’s prior written consent. Employer may assign this Agreement to any Affiliate or successor by merger, consolidation, or asset sale, provided that such assignee assumes Employer’s obligations herein.

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; Reformation. If any provision is held invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.

9.5 Integration/Merger. This Agreement, together with any exhibits, schedules, and Employer policies expressly referenced herein, constitutes the entire agreement of the Parties with respect to the subject matter and supersedes all prior or contemporaneous agreements, whether written or oral. No reliance is placed on any representation not set forth herein.

9.6 Notices. All notices shall be in writing and deemed given when (i) delivered in person, (ii) sent by nationally recognized overnight courier, or (iii) deposited in the United States mail, certified, return receipt requested, addressed to the receiving Party at its address set forth above (or as later designated in writing).

9.7 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together constitute one instrument. Signatures transmitted electronically (e.g., via PDF or DocuSign) shall be deemed of equal force and effect as originals.

9.8 Construction. Headings are for convenience only and shall not affect interpretation. The terms “include,” “includes,” and “including” are deemed to be followed by “without limitation.” The Parties acknowledge that each has reviewed and negotiated this Agreement and agree that no presumption shall arise against any Party by virtue of its drafting.

10. EXECUTION BLOCK

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

EMPLOYER:
[EMPLOYER LEGAL NAME]
By: _____
Name: [AUTHORIZED SIGNATORY]
Title: [TITLE]
Date: __________

EMPLOYEE:

[EMPLOYEE LEGAL NAME]
Date: __________

[// GUIDANCE: Kentucky does not generally require notarization or witnesses for employment agreements, but add if desired for evidentiary purposes.]

End of Document