EMPLOYMENT AGREEMENT (AT-WILL)

Massachusetts

[// GUIDANCE: This template is drafted for use with Massachusetts-based, private-sector employees. All bracketed items should be customized before execution. Consult local counsel if the employee will work even partially outside Massachusetts.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

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

• [EMPLOYER LEGAL NAME], a [State] [entity type] with its principal place of business at [Address] (the “Company”); and
• [EMPLOYEE FULL NAME], residing at [Address] (the “Employee”).

RECITALS

A. The Company desires to employ Employee, and Employee desires to accept employment with the Company, on the terms and conditions set forth herein.
B. The parties acknowledge that employment is “at-will,” subject to the statutory and public-policy limitations recognized under Massachusetts law.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below. Defined terms appear alphabetically for ease of reference.

“Agreement” – This Employment Agreement, including all schedules, exhibits, and amendments.
“Base Salary” – The annualized cash compensation set forth in Section 3.3(a).
“Cause” – (i) gross misconduct; (ii) material breach of this Agreement or Company policy after written notice and a ten (10) day cure period; (iii) conviction of, or plea of nolo contendere to, any felony or crime involving moral turpitude; or (iv) fraud, embezzlement, or dishonesty adversely affecting the Company.
“Company IP” – Intellectual property conceived, developed, or reduced to practice by Employee, alone or with others, in the scope of employment or using Company resources.
“Confidential Information” – All non-public information concerning the Company’s business, customers, products, technology, finances, or personnel, whether oral, written, electronic, or other form.
“Effective Date” – The date first written above.
“Employee” – The individual identified in the Document Header.
“Termination Date” – The last day of Employee’s active employment with the Company.

[// GUIDANCE: Add or delete defined terms as necessary for your transaction.]

3. OPERATIVE PROVISIONS

3.1 Position and Duties
(a) Employee is hired as [Title] reporting to [Manager/Title].
(b) Employee shall devote full working time and best efforts to Company business and perform all lawful duties assigned.

3.2 Employment Status
(a) At-Will. Employment is at-will and may be terminated by either party at any time, with or without notice, reason, or Cause, subject to Sections 3.6 and 6.
(b) No Implied Contract. Nothing in handbooks, policies, or statements shall alter at-will status absent a writing signed by the Company’s Chief Executive Officer expressly stating otherwise.

3.3 Compensation
(a) Base Salary. $[Amount] per annum, payable in accordance with the Company’s normal payroll schedule and Massachusetts wage-payment statutes.
(b) Bonus. Employee may be eligible for an annual discretionary bonus of up to [Percentage] % of Base Salary, subject to Company policies and board approval.
(c) Adjustments. Base Salary and bonus targets are subject to periodic review.

3.4 Benefits
Employee shall be eligible for Company benefits (medical, retirement, paid time off, etc.) on the same terms as similarly-situated employees, subject to plan documents and applicable law.

3.5 Business Expenses
The Company shall reimburse reasonable, properly-documented business expenses in accordance with its expense policy.

3.6 Termination of Employment
(a) By the Company. The Company may terminate employment:
 (i) For Cause (effective immediately upon written notice); or
 (ii) Without Cause (effective upon written notice or such later date as specified).
(b) By Employee. Employee may resign at any time upon [__] days’ prior written notice.
(c) Final Pay. Final wages, accrued but unused vacation, and any earned bonuses shall be paid in accordance with Massachusetts wage-payment law.
(d) Return of Property. On or before the Termination Date, Employee shall return all Company property.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority
Each party represents that it has full power and authority to enter into and perform this Agreement.

4.2 Employee Representations
(a) No Conflicts. Employee is not party to any contract, restriction, or court order that would interfere with the performance of duties.
(b) Qualifications. All information provided during hiring is true and complete.
(c) Work Authorization. Employee is legally authorized to work in the United States.

4.3 Survival
Sections 4, 5, 6, 7, 8, and all payment obligations accrued prior to termination shall survive the Termination Date.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality
Employee shall hold Confidential Information in trust and not disclose or use it except as required to perform duties.

5.2 Intellectual Property Assignment
Employee hereby irrevocably assigns to the Company all right, title, and interest in Company IP. Employee will execute further documents as requested to confirm such ownership.

5.3 Non-Solicitation
During employment and for twelve (12) months thereafter, Employee shall not directly or indirectly solicit or induce any employee, consultant, or customer to terminate or reduce its relationship with the Company.

5.4 Non-Competition (Optional—Massachusetts)
[OPTION A – INCLUDE]
(a) Employee agrees that for twelve (12) months following the Termination Date, Employee will not engage in Competitive Services within the Restricted Territory.
(b) This restriction shall be supported by “garden-leave” consideration equal to fifty percent (50 %) of Employee’s highest Base Salary during the two (2) years preceding termination, payable in accordance with applicable law.
(c) The parties intend this covenant to comply fully with the Massachusetts Non-Competition Agreement Act, including advance notice, advice-of-counsel language, and the opportunity to consult with counsel.
[OPTION B – DELETE]
No post-employment non-competition covenant shall apply.

[// GUIDANCE: Massachusetts requires specific formalities, timing, and consideration for non-competes. Select Option A only if all statutory conditions can be met; otherwise choose Option B.]

5.5 Compliance with Policies
Employee shall comply with all written Company policies, including those relating to diversity, harassment, safety, and data security.

5.6 Notice Obligations
Employee shall promptly notify the Company of any governmental inquiry, complaint, or legal process involving Employee’s work.

6. DEFAULT & REMEDIES

6.1 Events of Default
(a) Employee Default. Any breach of Sections 5.1–5.4, material violation of Company policy, or failure to perform duties constitutes an “Employee Default.”
(b) Company Default. Failure to pay Base Salary or material breach of Section 3 constitutes a “Company Default.”

6.2 Notice and Cure
The non-defaulting party shall give written notice specifying the default. The defaulting party may cure within ten (10) days (Employee) or fifteen (15) days (Company) after receipt.

6.3 Remedies
(a) If an Employee Default occurs, the Company may (i) terminate employment for Cause; (ii) seek damages; and (iii) pursue injunctive relief only to the limited extent necessary to enforce Sections 5.1–5.4.
(b) If a Company Default occurs, Employee may resign for Good Reason (treated as termination without Cause) and pursue wage claims plus statutory remedies.

6.4 Attorneys’ Fees
The prevailing party in any action to enforce 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 the Company and its affiliates from any third-party claim arising out of Employee’s gross negligence, willful misconduct, or unauthorized acts.

7.2 Limitation of Liability
Except for (i) indemnification obligations under Section 7.1, (ii) breaches of Section 5, and (iii) violations of law, each party’s aggregate liability under this Agreement shall not exceed the total Base Salary and benefits actually paid to Employee during the twelve (12) months preceding the event giving rise to liability.

7.3 Insurance
The Company maintains employment-practices liability insurance and may, at its discretion, add Employee as an insured person for acts within the scope of employment.

7.4 Force Majeure
Neither party shall be liable for delays or failure to perform caused by events beyond its reasonable control, provided prompt written notice is given and performance resumes as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws principles.

8.2 Forum Selection
The parties irrevocably submit to the exclusive jurisdiction of the state courts located in [County], Massachusetts for any action arising out of this Agreement, subject to Section 8.3.

8.3 Arbitration (Optional)
[CHECK ONE]
☐ All disputes shall be finally resolved by confidential arbitration administered by the American Arbitration Association in [City], Massachusetts, under its Employment Arbitration Rules.
☐ The parties do not elect arbitration.

8.4 Jury Trial Waiver (Optional)
[IF PERMITTED AND DESIRED] The parties knowingly and voluntarily waive any right to a trial by jury in any action arising out of this Agreement.

8.5 Injunctive Relief
The parties agree that monetary damages may be inadequate for breaches of Section 5; therefore, limited injunctive relief may be sought, provided such relief is narrowly tailored and consistent with Massachusetts law.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver
No amendment or waiver is effective unless in writing signed by both parties. A waiver of any breach is not a waiver of any other breach.

9.2 Assignment
This Agreement is personal to Employee and may not be assigned without the Company’s prior written consent. The Company may assign this Agreement to a successor in interest.

9.3 Notices
All notices must be in writing and delivered (i) in person, (ii) by certified mail (return receipt requested), or (iii) by nationally-recognized overnight courier to the addresses first listed above (or such other address designated in writing).

9.4 Severability
If any provision is found unenforceable, it shall be reformed to the minimum extent necessary, and the remaining provisions shall remain in full force.

9.5 Integration
This Agreement, together with any restrictive-covenant or equity agreements executed contemporaneously, constitutes the entire agreement between the parties and supersedes all prior representations and understandings.

9.6 Headings; Construction
Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.”

9.7 Counterparts; Electronic Signatures
This Agreement may be executed in counterparts, each deemed an original. Facsimile or electronic signatures (e.g., via DocuSign) constitute valid and binding execution.

10. EXECUTION BLOCK

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

[Optional Notary Acknowledgment if required for restrictive covenants]

[// GUIDANCE:
1. Review compliance with Mass. Wage Act for commission or bonus structures.
2. If selecting the arbitration option, attach the applicable AAA rules and delete forum-selection language inconsistent with arbitration.
3. For employees aged 40+, add Older Workers Benefit Protection Act disclosures to releases.
4. Ensure “garden-leave” compensation and notice timing for non-competes comply with M.G.L. c. 149, § 24L.
5. Remove jury-waiver clause for non-exempt employees to minimize enforceability risk.]