Employment Contract - At-Will

EMPLOYMENT AGREEMENT

(At-Will – Commonwealth of Kentucky)

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 Kentucky'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 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 this Agreement, another controlling commitment, or applicable 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.

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 Limits. Nothing herein authorizes termination prohibited by a controlling statute, constitutional provision, or enforceable contractual commitment. This Agreement does not create a public-policy claim beyond the narrow limits recognized in Grzyb v. Evans.

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.
(f) Final Pay. All earned wages or salary must be paid no later than the later of the next normal pay period following separation or fourteen (14) days after separation, as required by KRS 337.055.

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 protect Confidential Information while it remains confidential and use it only for Employer 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).

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 [Optional—Separate Rider Required]

This Agreement does not itself impose a post-employment non-compete or non-solicitation restriction. Any such covenant must appear in a separately signed rider reviewed by Kentucky counsel and tailored to a protectable interest, Employee's actual duties and contacts, duration, activities, and territory. For a covenant first requested after employment begins, continued employment alone may be insufficient consideration under Charles T. Creech, Inc. v. Brown; document new bargained-for consideration and obligations.

5.4 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.

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) request equitable relief under Section 8.4, and (iii) recover damages and any fees available under Section 6.4.
(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. Each Party bears its own attorneys’ fees and costs unless a controlling statute, court rule, or separately negotiated provision authorizes a different allocation.

7. RISK ALLOCATION

7.1 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 Employer, authorize a wage deduction, or waive statutory rights or remedies.

7.2 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 law, 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 Kentucky counsel.

7.3 Insurance

Employer 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.

7.4 Force Majeure

An emergency does not excuse timely wage payment, protected leave, accommodation, workers’ compensation, workplace-safety, or other nonwaivable employment duties. Employer may modify operations and prospective assignments when lawful and will communicate material changes as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law & Forum Selection

This Agreement is governed by Kentucky law to the extent applicable. For claims the Parties may lawfully confine to a judicial forum, they consent to jurisdiction and venue in the state courts located in [COUNTY], Kentucky. Nothing restricts an agency charge, government report, protected activity, or claim that applicable law permits elsewhere.

8.2 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.

8.3 Jury Trial Waiver [Optional—Separate Rider]

Any jury waiver must appear in a separately signed rider reviewed by Kentucky counsel and applies only to the extent lawful and enforceable.

8.4 Injunctive Relief

A Party may request narrowly tailored provisional relief but must prove every requirement imposed by applicable law. This Agreement does not establish irreparable harm, waive a defense, or guarantee equitable relief.

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: __________________________________

Sources and References

• KRS 337.055
• Grzyb v. Evans
• Charles T. Creech, Inc. v. Brown
• 18 U.S.C. § 1833

End of Document