LEGAL NOTICE
This template is provided for general informational purposes only and does not constitute legal advice. No attorney-client relationship is formed by its use. Practitioners must review, adapt, and validate all provisions for the specific transaction, facts, and current law before execution.

AT-WILL EMPLOYMENT AGREEMENT

(Maryland)

[// GUIDANCE: Insert clean firm letterhead or leave blank for client branding.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Nature of Employment & Term
   3.2 Position, Duties & Performance Standards
   3.3 Compensation & Benefits
   3.4 Business Expenses
4. Representations & Warranties
5. Covenants & Restrictions
   5.1 Confidentiality
   5.2 Non-Competition
   5.3 Non-Solicitation; Non-Interference
   5.4 Return of Property & Work Product
6. Default & Remedies
7. Risk Allocation
   7.1 Indemnification
   7.2 Limitation of Liability
   7.3 Insurance
   7.4 Force Majeure
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

This AT-WILL EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

• [EMPLOYER NAME], a [STATE OF ORGANIZATION] [CORPORATE FORM] having its principal place of business at [ADDRESS] (“Employer”); and
• [EMPLOYEE NAME], an individual residing at [ADDRESS] (“Employee”).

Employer and Employee are each a “Party” and together the “Parties.”

Recitals

A. Employer desires to employ Employee, and Employee desires to accept such employment, upon the terms and conditions set forth in this Agreement.
B. Adequate consideration exists, including the compensation, benefits, and mutual promises herein.

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

2. DEFINITIONS

For purposes of this Agreement, the terms below have the following meanings:

“Cause” – [DEFINE with specificity: e.g., willful misconduct, material breach, fraud, etc.].
“Confidential Information” – All non-public or proprietary information of Employer, whether oral, written, electronic, or other form, including …
“Competitive Business” – [DEFINE geographic scope, industry, and time horizon].
“Maryland Wage Payment and Collection Law” – Title 3, Subtitle 5 of the Maryland Labor & Employment Article.
“Low-Wage Employee” – An employee earning equal to or less than the threshold under Md. Code Ann., Lab. & Empl. § 3-716.
“Notice” – A written communication meeting Section 9.5 requirements.

[// GUIDANCE: Add or delete defined terms as needed; ensure all defined terms are capitalized and used consistently.]

3. OPERATIVE PROVISIONS

3.1 Nature of Employment & Term

(a) At-Will Status. Employment is at will. Either Party may terminate employment at any time, with or without Cause or advance Notice, subject only to the obligations expressly surviving termination.
(b) No Implied Modification. Nothing in any policy, handbook, statement, or course of dealing shall create any contract of employment other than at-will, unless an express written agreement is signed by Employer’s [TITLE] and Employee.

[// GUIDANCE: Maryland recognizes public-policy and express/implied contract exceptions to at-will employment. Language above seeks to negate implied modifications.]

3.2 Position, Duties & Performance Standards

(a) Title/Role. Employee shall serve as [POSITION TITLE] and report to [SUPERVISOR TITLE].
(b) Primary Duties. Employee’s duties include, without limitation, [LIST KEY FUNCTIONS].
(c) Best Efforts. Employee shall devote full working time, attention, and best efforts to the business of Employer and comply with all lawful policies.

3.3 Compensation & Benefits

(a) Base Salary. Employer shall pay Employee a salary of [BASE SALARY] per [PAY PERIOD], subject to lawful deductions and withholdings.
(b) Incentive Compensation. [DESCRIBE BONUS/COMMISSION PLAN OR “None.”]
(c) Benefits. Employee is eligible to participate in Employer’s benefit plans, subject to their terms.
(d) Wage Notice Compliance. On or before the first day of work, Employer shall provide Employee all notices required under Md. Code Ann., Lab. & Empl. §§ 3-502 & 3-504.

3.4 Business Expenses

Employer will reimburse reasonable, properly documented business expenses in accordance with Employer policy.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority. Each Party has full power and authority to enter into and perform this Agreement.
4.2 Employee Eligibility. Employee represents that (i) Employee is under no contractual or other restriction inconsistent with employment hereunder; (ii) all information provided to Employer is accurate and complete; and (iii) Employee will promptly disclose any restriction that could impair performance.
4.3 Survival. The representations and warranties herein survive termination of employment.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Employee shall hold Confidential Information in trust and confidence both during and after employment and shall not disclose or use it except as authorized.

5.2 Non-Competition

(a) Applicability. This Section does not apply if Employee is a Low-Wage Employee.
(b) Restriction. For the Restricted Period of [DURATION (e.g., 12 months)] following termination, Employee shall not, within [GEOGRAPHIC SCOPE], engage in, or assist others in engaging in, any Competitive Business.
(c) Consideration. Adequate consideration is provided through employment and access to Confidential Information.
(d) Reasonableness. The Parties intend this covenant to comply with Maryland common-law requirements of reasonableness in scope, duration, and geographic reach.

[// GUIDANCE: Confirm Employee’s earnings to ensure enforceability under Md. Code Ann., Lab. & Empl. § 3-716.]

5.3 Non-Solicitation; Non-Interference

For [DURATION] after termination, Employee shall not (i) solicit or divert Employer’s customers or prospective customers with whom Employee had Material Contact in the 12 months preceding termination; or (ii) solicit, hire, or encourage any employee or contractor of Employer to terminate or reduce their relationship with Employer.

5.4 Return of Property & Work Product

Upon termination or upon demand, Employee shall return all Employer property and certify in writing that no copies remain. All work product created within the scope of employment is “work made for hire” and sole property of Employer.

6. DEFAULT & REMEDIES

6.1 Events of Default. Any of the following constitute “Events of Default”:
(a) Employee’s breach of Sections 5 or 7;
(b) Employer’s material breach of Section 3.3 not cured within ten (10) days after Notice; or
(c) Either Party’s breach of any material obligation not cured within fifteen (15) days after Notice.

6.2 Remedies. Upon an Event of Default, the non-defaulting Party may:
(i) terminate employment immediately (if defaulting Party is Employee);
(ii) suspend compensation and benefits (to the extent permitted by law);
(iii) recover damages, costs, and reasonable attorneys’ fees; and
(iv) seek injunctive or other equitable relief in accordance with Section 8.5, subject to the limitations therein.

7. RISK ALLOCATION

7.1 Indemnification (Employee Misconduct)

Employee shall indemnify, defend, and hold harmless Employer, its affiliates, and their respective officers, directors, employees, and agents from and against any and all Losses arising out of or resulting from Employee’s (i) willful misconduct, (ii) gross negligence, or (iii) material breach of this Agreement.

7.2 Limitation of Liability

To the fullest extent permitted by law, Employer’s aggregate liability arising out of or related to this Agreement shall not exceed the total base salary and benefits actually paid or payable to Employee during the [12-MONTH/OTHER] period immediately preceding the event giving rise to the claim. This cap shall not apply to amounts due under the Maryland Wage Payment and Collection Law or to Employer’s indemnification obligations (if any).

7.3 Insurance

[OPTIONAL: “Employer shall maintain workers’ compensation and other insurance as required by law.”]

7.4 Force Majeure

Neither Party shall be liable for failure or delay in performance due to events beyond its reasonable control, including acts of God, war, epidemics, or governmental action, provided that the affected Party gives Notice as soon as practicable and resumes performance promptly when the force majeure event ends.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and any dispute or claim (in contract, tort, or otherwise) arising out of or related to it shall be governed by the laws of the State of Maryland, without regard to conflict-of-laws principles.

8.2 Forum Selection

Subject to Section 8.3, the state courts located in [COUNTY], Maryland shall have exclusive jurisdiction. Each Party irrevocably submits to such courts and waives objections to venue and forum non conveniens.

8.3 Arbitration (Optional)

[OPTION 1 – STRIKE IF NOT USED]
Any dispute that the Parties are unable to resolve informally shall be submitted to final and binding arbitration administered by the American Arbitration Association in accordance with its Employment Arbitration Rules. The arbitration shall take place in [CITY], Maryland. Judgment on the award may be entered in any court of competent jurisdiction.

[// GUIDANCE: Delete Section 8.3 entirely if Parties opt for state-court litigation only.]

8.4 Jury Trial Waiver (Optional)

[OPTIONAL CLAUSE] EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

8.5 Injunctive Relief (Limited)

The Parties acknowledge that a breach of Sections 5 or 6 may cause irreparable harm. Accordingly, the non-breaching Party may seek injunctive relief solely to prevent or restrain an actual or threatened breach of those Sections, subject to the limitations of Section 7.2. The Parties waive the requirement to post bond to the extent permitted by law.

9. GENERAL PROVISIONS

9.1 Amendment & Waiver

No amendment or waiver is effective unless in a written instrument signed by both Parties. A waiver on one occasion is not a waiver on any subsequent occasion.

9.2 Assignment & Delegation

Employee may not assign any rights or delegate any duties under this Agreement. Employer may assign this Agreement to a successor in interest by merger, reorganization, or sale of substantially all assets.

9.3 Successors & Assigns

This Agreement is binding upon and inures 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, it shall be severed or limited to the minimum extent necessary, and the remainder of the Agreement shall continue in full force. The court shall reform any unenforceable restrictive covenant to the minimum extent required to render it enforceable.

9.5 Notices

All Notices must be in writing and delivered by (i) certified U.S. mail (return receipt requested), (ii) nationally recognized overnight courier, or (iii) email with confirmation of receipt, addressed to the receiving Party at the address on the signature page (or as updated by Notice). Notice is effective on receipt.

9.6 Integration; Merger

This Agreement, together with any exhibits and Employer policies expressly incorporated herein, constitutes the entire agreement and supersedes all prior agreements relating to the subject matter.

9.7 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. Signatures transmitted electronically (e.g., via PDF or accepted e-signature platform) are deemed original.

10. EXECUTION BLOCK

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

[// GUIDANCE: Maryland does not require notarization for standard employment agreements; obtain notarization only if desired for evidentiary purposes. Consider using a witness signature if company policy so provides.]

EXHIBIT A – JOB DESCRIPTION

[Attach detailed duties and performance metrics.]

EXHIBIT B – BONUS/COMMISSION PLAN

[Insert if applicable.]

[// GUIDANCE SUMMARY]
1. Verify wage and hour notifications under Md. Code Ann., Lab. & Empl. §§ 3-502 & 3-504.
2. Confirm non-compete enforceability—do not use Section 5.2 for low-wage employees under § 3-716.
3. Consider adding Maryland paid leave and sick-and-safe leave policies if not already covered by Employer handbook.
4. Update county in Section 8.2 to match Employer’s principal place of business.
5. Cross-check all bracketed items for consistency before finalizing.