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.

[// GUIDANCE: Add, modify, or delete definitions to conform to Employer’s business and industry terminology.]

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 remit all earned wages within the timeframe required by La. Rev. Stat. Ann. §§ 23:631-632 (typically by the next regular payday or within fifteen (15) days, whichever occurs first).

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

[// GUIDANCE: Louisiana law imposes no general statutory notice period for at-will employment; the optional notice period above is contractual.]

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 hold Confidential Information in trust and shall not disclose or use it except as required in the performance of duties.

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 (La. Rev. Stat. Ann. § 23:921)
   a. During employment and throughout the Post-Termination Restriction Period, Employee shall not, within the Covered Parishes/Municipalities, engage in Competitive Activities.
   b. The duration, geographic scope, and restricted activities herein are expressly intended to comply with, and shall be limited by, § 23:921.
   c. If any portion of this Section V.3 is held unenforceable, a court of competent jurisdiction shall reform such provision to the maximum extent permitted by law.

4. Non-Solicitation
   For the Post-Termination Restriction Period, Employee shall not solicit or attempt to solicit (i) any employee of Employer to leave employment or (ii) any customer or vendor for purposes competitive with Employer.

5. Non-Disparagement
   Employee shall not make statements, written or oral, that materially disparage Employer or its products/services.

6. Notice of New Employment
   Employee agrees to provide Employer with the identity of any subsequent employer during the Post-Termination Restriction Period to facilitate enforcement of this Article V.

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 – Prevailing Party is entitled to reasonable fees and costs.

VII. RISK ALLOCATION

1. Indemnification by Employee
   Employee shall indemnify and hold harmless Employer and its Affiliates from any losses, damages, or expenses arising out of Employee’s willful misconduct, gross negligence, or material breach of this Agreement, except to the extent prohibited by law.

2. Limitation of Liability of Employer
   Employer’s aggregate liability arising out of or related to this Agreement shall not exceed the total Salary and employer-paid benefits accrued in the twelve (12) months preceding the event giving rise to liability. THIS LIMITATION SHALL NOT APPLY TO AMOUNTS EXPRESSLY REQUIRED BY APPLICABLE WAGE PAYMENT STATUTES.

3. Insurance
   Employer may maintain workers’ compensation and general liability insurance as required by law.

4. Force Majeure
   Neither Party shall be liable for failure to perform due to events beyond reasonable control, including natural disasters, acts of war, or governmental actions.

VIII. DISPUTE RESOLUTION

1. Governing Law
   This Agreement and all claims arising hereunder are governed by the laws of the State of Louisiana, without regard to conflict-of-laws principles.

2. Forum Selection
   Any action arising out of or relating to this Agreement shall be instituted exclusively in the state courts located in [Parish, Louisiana]. Each Party irrevocably submits to such courts and waives any objection to venue or inconvenient forum.

3. Optional Arbitration
   [SELECT ONE]
   ☐ Arbitration – Any dispute shall be resolved by binding arbitration administered by [Arbitration Organization] under its employment rules. Judgment may be entered on the award in any court of competent jurisdiction.
   ☐ Litigation – Disputes shall be resolved exclusively in state court as provided in Section VIII.2.

4. Jury Trial Waiver
   [IF SELECTED] To the fullest extent permitted by law, the Parties hereby waive trial by jury in any action or proceeding arising out of this Agreement.

5. Injunctive Relief
   Nothing in this Article VIII shall preclude either Party from seeking provisional injunctive relief in a state court to enforce Article V or preserve the status quo, provided such relief is narrowly tailored and does not expand the remedy beyond that permitted by Louisiana law.

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.

[// GUIDANCE: Louisiana does not require notarization for standard employment contracts; notarize only if internal policy demands. Consider witness signatures if using arbitration clause to buttress enforceability.]

Statutory References
• Louisiana at-will doctrine: La. Civ. Code art. 2747.
• Non-compete enforceability: La. Rev. Stat. Ann. § 23:921 (2023).
• Final wage payment: La. Rev. Stat. Ann. §§ 23:631-632 (2023).

[// GUIDANCE: Remove or update statutory year if Agreement will be executed in a later calendar year and no changes to cited statutes have occurred.]