Employment Contract - At-Will - Louisiana

EMPLOYMENT AGREEMENT (AT-WILL)

State of Louisiana

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
    A. Employment Terms
    B. Compensation & Benefits
    C. Termination
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

This Employment Agreement (the “Agreement”) is entered into as of [Effective Date] (the “Effective Date”) by and between:

1. [Employer Legal Name], a [State of Incorporation] [corporation/LLC/etc.] with its principal place of business at [Address] (“Employer”); and
2. [Employee Full Legal Name], an individual residing at [Address] (“Employee”).

Employer and Employee are each 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 under the terms set forth in this Agreement.
B. The Parties acknowledge sufficient consideration, including but not limited to the mutual promises herein and the remuneration detailed below.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the Parties agree as follows:

II. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below and shall apply equally to their singular and plural forms.

“Affiliate” – Any entity controlling, controlled by, or under common control with Employer.
“At-Will Employment” – A relationship that may be terminated by either Party at any time, with or without Cause, subject only to the limitations set forth in Section III.C and applicable law, including La. Civ. Code art. 2747.
“Cause” – [Customize: e.g., gross misconduct, material breach of this Agreement, willful neglect of duties, fraud, etc.].
“Confidential Information” – All non-public information concerning Employer or its Affiliates, whether oral, written, electronic, or in any other form, including but not limited to trade secrets, financial data, customer lists, and proprietary methods.
“Competitive Activities” – Any activity that is the same as or substantially similar to the business in which Employer is engaged during the term of Employee’s employment.
“Covered Parishes/Municipalities” – [LIST EACH PARISH AND/OR MUNICIPALITY] in which Employer conducts business as of the termination date, as required by La. Rev. Stat. Ann. § 23:921.
“IP” – All intellectual property, including patents, copyrights, trademarks, trade secrets, and related rights.
“Notice” – A written notice delivered in accordance with Section IX.1.
“Post-Termination Restriction Period” – The period commencing on Employee’s Termination Date and ending no later than twenty-four (24) months thereafter.
“Salary” – Employee’s base salary specified in Section III.B.1.

III. OPERATIVE PROVISIONS

A. Employment Terms

1. Position & Duties
   a. Employee shall serve as [Title] and report to [Supervisor/Board].
   b. Employee agrees to perform the duties customarily associated with such position and any other duties reasonably assigned, consistent with Employer policies.

2. Work Location & Schedule
   Employee’s primary work location shall be [Office/Remote/Hybrid]. Employee agrees to travel as reasonably required.

3. Policies & Manuals
   Employee shall comply with all written policies, rules, and procedures of Employer, as amended from time to time. In case of conflict between such policies and this Agreement, this Agreement governs.

B. Compensation & Benefits

1. Salary – Employer shall pay Employee an annualized base salary of $[Amount], payable in accordance with Employer’s normal payroll practices and subject to legally required withholdings.
2. Bonus/Incentive Compensation – [IF APPLICABLE] Employee may be eligible for discretionary bonuses under Employer’s bonus plan as may exist from time to time.
3. Benefits – Employee shall be eligible to participate in Employer benefit plans, subject to the terms of those plans and any waiting periods.
4. Expense Reimbursement – Employer shall reimburse Employee for reasonable business expenses in accordance with Employer policy, provided Employee submits appropriate documentation.

C. Termination

1. At-Will Employment
   a. Either Party may terminate employment at any time, with or without Cause, Notice, or reason, except as limited by Section C.2 and applicable law.
   b. Nothing herein shall be construed to alter the at-will nature of the employment relationship.

2. Notice Requirements
   a. Employee shall provide at least [14] calendar days’ written Notice prior to voluntary resignation unless waived by Employer.
   b. Employer may terminate employment immediately or provide pay in lieu of notice, subject to applicable law.

3. Automatic Termination – Employment shall automatically terminate upon Employee’s death or Complete Disability (as defined in Employer’s long-term disability plan).

4. Final Pay
   Employer will pay the amount then due no later than the applicable next regular payday or fifteen (15) days after separation, whichever occurs first, under La. R.S. 23:631(A). Employer will timely pay any undisputed portion. Vacation, commission, incentive, and bonus amounts are due only under the current statutory earn-out rules and controlling written policy.

5. Post-Termination Obligations
   Employee’s obligations under Sections V and VII survive termination.

IV. REPRESENTATIONS & WARRANTIES

1. Employee Representations
   a. Employee has full legal capacity to enter into and perform this Agreement and is not subject to any agreement that would conflict with or be violated by this Agreement.
   b. Performance of Employee’s duties will not violate any applicable law or regulation.
   c. All information provided by Employee to Employer is true, complete, and accurate.

2. Employer Representations
   Employer is duly organized, validly existing, and in good standing under applicable law and has full authority to enter into and perform this Agreement.

3. Survival – The representations and warranties in this Article IV survive execution and termination of this Agreement.

V. COVENANTS & RESTRICTIONS

1. Confidentiality
   Employee shall protect Confidential Information while it remains confidential and use it only for Employer business. 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).

2. Intellectual Property
   a. All IP conceived or developed by Employee within the scope of employment (“Works”) shall be the sole property of Employer.
   b. Employee hereby irrevocably assigns all rights in such Works to Employer.

3. Non-Competition and Customer Non-Solicitation [Optional—Separate Rider Required]
   This Agreement does not itself impose a post-employment restraint. Any rider must be separately signed and reviewed by Louisiana counsel. For an employee covenant under La. R.S. 23:921(C), it must identify each covered parish, municipality, or part thereof; apply only where Employer carries on a like business; describe the restricted business and customer conduct precisely; and not exceed two years after termination.

4. Employee Non-Solicitation [Optional—Separate Rider]
   Any post-employment employee non-solicitation provision must appear in the counsel-reviewed rider and be independently assessed under Louisiana restraint-of-business law.

5. Non-Disparagement
   Employee shall not make knowingly false statements of fact about Employer or its products or services. This clause does not restrict protected labor activity, testimony, an agency charge, a government report, or another disclosure protected by law.

6. Notice of New Employment
   No notice of later employment is required by this Agreement. A separately negotiated rider may include a narrowly tailored notice term reviewed by Louisiana counsel.

VI. DEFAULT & REMEDIES

1. Events of Default
   a. Employee’s material breach of Article V or Section III.C.
   b. Employer’s failure to pay Salary or earned benefits when due.

2. Cure Period
   a. Employee Default – 5 business days following Notice from Employer.
   b. Employer Default – 10 business days following Notice from Employee.

3. Remedies
   a. Employer may seek injunctive relief (subject to Section VIII.5) and any other remedies at law or equity.
   b. Employee may pursue statutory wage claims or contractual damages.
   c. Attorney Fees – Each Party bears its own fees and costs unless a controlling statute, court rule, or separately negotiated provision authorizes a different allocation. La. R.S. 23:632(C) controls fees in a qualifying unpaid-wage suit.

VII. RISK ALLOCATION

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.

2. Limitation of Liability
   No contractual cap applies to unpaid wages, La. R.S. 23:632 remedies, 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 Louisiana counsel.

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.

4. Force Majeure
   An emergency does not excuse timely wage payment, protected leave, accommodation, workers’ compensation, workplace-safety, or other nonwaivable employment duties.

VIII. DISPUTE RESOLUTION

1. Governing Law
   Applicable law governs each claim. This Agreement does not impose a pre-incident choice-of-law restriction prohibited by La. R.S. 23:921(A)(2).

2. Forum Selection
   This Agreement does not impose a pre-incident choice-of-forum clause. La. R.S. 23:921(A)(2) makes such an employment provision null unless the employee expressly, knowingly, and voluntarily agrees to and ratifies it after the incident at issue. Nothing restricts an agency charge, government report, protected activity, or claim in a lawful forum.

3. Optional Arbitration
   Arbitration applies only if both Parties sign a separate mutual rider reviewed by Louisiana counsel that identifies covered claims, preserves agency access and nonwaivable remedies, allocates forum costs lawfully, and accounts for La. R.S. 23:921(A)(2) and controlling federal law.

4. Jury Trial Waiver
   Any jury waiver must appear in a separately signed rider reviewed by Louisiana counsel and applies only to the extent lawful and enforceable.

5. 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.

IX. GENERAL PROVISIONS

1. Notices
   All Notices must be in writing and delivered (i) by hand with signed receipt; (ii) by certified U.S. mail, return receipt requested; or (iii) by nationally recognized overnight courier to the addresses set forth below (or such other address as a Party may designate by Notice). Notice is effective upon receipt.
   • Employer: [Address / Attn: Legal Department]
   • Employee: [Address]

2. Amendment & Waiver
   No amendment or waiver of any provision shall be effective unless in a writing signed by both Parties. Waiver of any breach shall not constitute waiver of any other or subsequent breach.

3. Assignment
   Employee may not assign or delegate any rights or obligations without Employer’s prior written consent. Employer may assign this Agreement to an Affiliate or successor in interest.

4. Severability & Reformation
   If any provision is held invalid or unenforceable, it shall be reformed to the minimum extent necessary to render it valid, and the remaining provisions shall remain in full force.

5. Entire Agreement
   This Agreement constitutes the entire understanding of the Parties and supersedes all prior oral or written agreements regarding the subject matter hereof.

6. Counterparts; Electronic Signatures
   This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Electronic signatures are deemed original for all purposes.

X. EXECUTION BLOCK

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

Sources and References

• La. Civ. Code art. 2747
• La. R.S. 23:631
• La. R.S. 23:632
• La. R.S. 23:921
• 18 U.S.C. § 1833

End of Document