Employment Contract - At-Will - Maine

AT-WILL EMPLOYMENT AGREEMENT

(State of Maine)

TABLE OF CONTENTS

1. Document Header
2. Definitions

3. Operative Provisions
   3.1 Employment Relationship & Position
   3.2 At-Will Nature; Statutory Limits
   3.3 Duties; Performance Standards
   3.4 Compensation & Benefits
   3.5 Business Expense Reimbursement

4. Representations & Warranties

5. Covenants & Restrictions
   5.1 Confidentiality
   5.2 Proprietary Rights; Inventions Assignment
   5.3 Non-Competition (Maine-Specific)
   5.4 Non-Solicitation & Protected Communications

6. Breach & Remedies

7. Risk Allocation
   7.1 Statutory Rights Preserved
   7.2 No Employee Indemnity or Liability Cap

8. Dispute Resolution
   8.1 Governing Law & Forum Selection
   8.2 Optional Arbitration
   8.3 Optional Jury Waiver
   8.4 Limited Injunctive Relief

9. General Provisions

10. Execution Block

1. DOCUMENT HEADER

THIS AT-WILL 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 [ADDRESS] (the “Company”); and
• [EMPLOYEE NAME], an individual residing at [ADDRESS] (the “Employee”).

RECITALS
A. The Company desires to employ the Employee, and the Employee desires to accept such employment, on an at-will basis under the terms set forth in this Agreement.
B. Adequate consideration exists, including the compensation 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 following terms have the meanings set forth below. Capitalized terms used but not defined elsewhere shall have the meanings set forth in this Section 2.

“Base Salary” means the annualized salary specified in Section 3.4(a), as may be adjusted from time to time.
“Cause” means (i) material breach of this Agreement or written Company policy, (ii) gross negligence or willful misconduct, (iii) commission of any act of dishonesty, fraud, or moral turpitude, or (iv) conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude.
“Competitive Business” means any business that directly competes with the Company in [DESCRIBE INDUSTRY/SECTOR] within the Restricted Territory.
“Confidential Information” means all non-public information relating to the Company or its affiliates, whether oral, written, electronic, or otherwise, including trade secrets as defined under applicable law.
“Restricted Period” means the period selected in Section 5.3(e).
“Restricted Territory” means [GEOGRAPHIC SCOPE – e.g., the State of Maine and any state in which the Company conducts business during the Employee’s employment].

3. OPERATIVE PROVISIONS

3.1 Employment Relationship & Position

(a) Position. The Company hereby employs the Employee as [TITLE/POSITION].
(b) Reporting. The Employee shall report to [TITLE OR POSITION].
(c) Location. The primary work location shall be [ADDRESS/REMOTE], subject to reasonable business travel.

3.2 At-Will Nature; Statutory Limits

(a) At-Will Employment. Unless a separate signed writing or applicable law provides otherwise, either party may end the employment relationship at any time, with or without Cause and with or without advance notice. Nothing in this Agreement authorizes termination or retaliation prohibited by law, including 5 M.R.S. § 4572 or 26 M.R.S. § 833.

(b) Requested Resignation Notice. The Company requests [TWO WEEKS] written notice of a voluntary resignation when practicable. Failure to provide requested notice does not authorize withholding wages or accrued vacation pay that must be paid under 26 M.R.S. § 626.

3.3 Duties; Performance Standards

The Employee shall faithfully perform the duties customarily associated with the position and such additional duties as the Company may reasonably assign, observing the highest professional and ethical standards.

3.4 Compensation & Benefits

(a) Base Salary. The Company shall pay the Employee a Base Salary of [$/YEAR] in accordance with its standard payroll practices and applicable law.
(b) Bonus/Incentive. [DISCRETIONARY / FORMULA-BASED] bonus eligibility as described in Exhibit A.
(c) Benefits. The Employee shall be eligible to participate in the Company’s benefit plans, subject to plan terms.
(d) Paid Time Off and Earned Paid Leave. Select the applicable treatment:

☐ The Company is covered by 26 M.R.S. § 637 because it employs more than 10 employees in the usual and regular course of business for more than 120 days in a calendar year, and the Employee is engaged in covered employment rather than an excluded seasonal industry. Covered employees earn at least one hour of paid leave for every 40 hours worked, up to 40 hours in a year of employment, subject to the statute and the Company's compliant policy.

☐ Section 637 does not apply because: [________________________________]. The Company nevertheless provides PTO under the following policy: [________________________________].

(e) Final Pay. Final earned wages will be paid no later than the Employee's next established payday under 26 M.R.S. § 626. Accrued vacation will be handled under the Company's policy and § 626, including the statutory payout rule for vacation accrued on and after January 1, 2023 and its small-employer, public-employer, and collective-bargaining exceptions.

3.5 Business Expense Reimbursement

The Company shall reimburse reasonable, properly documented business expenses in accordance with Company policy.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority. Each party represents that it has full power and authority to enter into this Agreement.
4.2 No Conflicts. The Employee represents that performance of this Agreement does not and will not breach any other agreement or duty owed to a third party.
4.3 Eligibility to Work. The Employee represents that he or she is legally authorized to work in the United States and will maintain such authorization during employment.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

The Employee shall not, during or after employment, disclose or use proprietary information or trade secrets except as authorized by the Company or protected by law. This Section does not waive or limit the Employee's right to report or discuss unlawful employment discrimination, communicate with or provide evidence to government agencies, respond to legal process, report conduct to law enforcement, or make protected good-faith reports under 26 M.R.S. §§ 599-C and 833.

5.2 Proprietary Rights; Inventions Assignment

To the extent permitted by applicable law, the Employee assigns to the Company Work Product created within the scope of employment or using Company resources and agrees to execute reasonable confirmatory documents. This Section excludes inventions and works identified in Exhibit B, work created entirely on the Employee's own time without Company resources that does not relate to the Company's business or anticipated research, and rights that may not lawfully be assigned.

5.3 Non-Competition (Maine-Specific)

(a) Election. Select one:

☐ No post-employment noncompete applies. This Section 5.3 is intentionally omitted.

☐ A post-employment noncompete applies only after every gate below is completed and confirmed by Maine counsel.

(b) Worker Eligibility. A noncompete may not be required or permitted if the Employee earns wages at or below 400% of the federal poverty level. Effective July 29, 2026, Maine Public Law chapter 718 also prohibits a noncompete with a health care practitioner employed by an entity in which the practitioner has no ownership interest. Complete both:

☐ The Employee's wages exceed 400% of the current federal poverty level for an individual.

☐ The Employee is not a prohibited non-owner health care practitioner under 26 M.R.S. § 599-A(3)(C). If the Employee is a veterinarian, also confirm § 599-A(3)(B).

(c) Disclosure and Review. The Company certifies that it disclosed before the offer of employment that a noncompete would be required and provided this Agreement at least 3 business days before requiring signature, as required by § 599-A(4).

(d) Protected Interest and Alternatives. The Company identifies the following legitimate business interest: ☐ trade secrets ☐ other confidential information ☐ goodwill. The Company has determined, with counsel, that the interest cannot be adequately protected by a narrower nondisclosure or nonsolicitation covenant because: [________________________________].

(e) Narrow Restriction. Beginning only on the effective date in subsection (f), and for [____] months after employment ends, the Employee shall not perform the following specifically identified competitive work: [________________________________], within this territory tied to the Employee's work and the protected interest: [________________________________]. The restriction must be reasonable and no broader than necessary to protect the interest identified above.

(f) Delayed Effectiveness. Except for a qualifying agreement with a health care practitioner, this Section does not take effect until after one year of the Employee's employment or 6 months after the Agreement was signed, whichever is later. Start date: [__/__/____]. Signature date: [__/__/____]. Earliest statutory effective date: [__/__/____]. Any enforceable health-care-practitioner covenant must recognize each individual's right to choose that individual's own health care practitioner.

5.4 Non-Solicitation & Protected Communications

(a) Optional Narrow Nonsolicitation. For [____] months after employment ends, the Employee shall not use the Company's trade secrets or confidential information to solicit customers with whom the Employee had material business contact during the final [____] months of employment. This clause must be tailored to the interest identified in Section 5.3(d).

(b) Protected Communications. Nothing in this Agreement restricts truthful statements, communications protected by applicable law, testimony, government communications, or reporting and discussion protected by 26 M.R.S. §§ 599-C and 833.

6. BREACH & REMEDIES

6.1 Notice. Except where immediate relief is legally available and necessary, a party asserting breach should provide written notice describing the alleged breach and requested cure.

6.2 Lawful Remedies. A party may seek remedies available under applicable law. No contractual remedy expands an otherwise unenforceable restrictive covenant, authorizes a wage deduction or setoff barred by 26 M.R.S. § 626, or limits a remedy supplied by a nonwaivable employment statute.

6.3 Fees and Costs. Each party bears its own attorney fees and costs except to the extent a statute, court rule, or separate lawful agreement provides otherwise.

7. RISK ALLOCATION

7.1 Statutory Rights Preserved

This Agreement does not waive or cap rights or remedies under 26 M.R.S. §§ 626, 637 or 833, 5 M.R.S. § 4572, or other nonwaivable laws.

7.2 No Employee Indemnity or Liability Cap

This employment agreement does not impose a general duty on the Employee to indemnify the Company and does not cap either party's statutory liability. Any separate indemnification arrangement for a specialized executive role requires independent Maine legal review and may not authorize prohibited wage deductions.

8. DISPUTE RESOLUTION

8.1 Governing Law & Forum Selection

This Agreement shall be governed by Maine law, subject to controlling federal law and any nonwaivable law of another jurisdiction. A claim may be filed in a court or agency with lawful subject-matter and territorial jurisdiction; this clause does not prevent an administrative filing required or permitted by law.

8.2 Optional Arbitration

Arbitration is not selected by this template. If the parties want arbitration, use a separately reviewed and signed employment-arbitration addendum that identifies covered and excluded claims, allocation of fees, governing rules, location, remedies, and court-relief procedures.

8.3 Optional Jury Waiver

No jury waiver is made in this template.

8.4 Limited Injunctive Relief

Either party may request temporary or permanent equitable relief only upon the showing required by applicable law. This clause does not create a presumption of irreparable harm.

9. GENERAL PROVISIONS

9.1 Amendment & Waiver. No amendment or waiver of this Agreement is effective unless in writing and signed by both parties. A waiver on one occasion is not a waiver on subsequent occasions.
9.2 Assignment. The Employee may not assign or delegate any rights or obligations without the Company’s prior written consent. The Company may assign this Agreement to a successor in interest.
9.3 Successors & Assigns. This Agreement binds and inures to the benefit of the parties and their respective successors and permitted assigns.
9.4 Severability. If a provision is held invalid or unenforceable, it shall be severed to the extent permitted by law and the remaining provisions shall remain in effect. This clause does not require a court to rewrite a restrictive covenant.
9.5 Integration. This Agreement, together with any exhibits, schedules, or written Company policies referenced herein, constitutes the entire agreement and supersedes all prior agreements regarding the subject matter.
9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and delivered via electronic signature or PDF with the same force and effect as an original.
9.7 Notices. All notices shall be in writing and delivered (i) personally, (ii) by certified mail, return receipt requested, or (iii) by nationally recognized overnight courier, to the addresses set forth above (or such other address designated by notice).

10. EXECUTION BLOCK

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

EXHIBIT A – BONUS/INCENTIVE PLAN (Optional)

[Detail the calculation methodology, performance metrics, payment schedule, and clawback provisions.]

EXHIBIT B – LIST OF PRIOR INVENTIONS (If Any)

[Employee to disclose and list any pre-existing inventions to be excluded from the assignment in Section 5.2.]

SOURCES AND REFERENCES

• 26 M.R.S. § 599-A: https://legislature.maine.gov/statutes/26/title26sec599-A.html
• Maine Public Law ch. 718 (L.D. 2200): https://legislature.maine.gov/legis/bills/getPDF.asp?paper=HP1479&item=7&snum=132
• 26 M.R.S. § 599-C: https://legislature.maine.gov/statutes/26/title26sec599-C.html
• 26 M.R.S. § 626: https://legislature.maine.gov/statutes/26/title26sec626.html
• 26 M.R.S. § 637: https://legislature.maine.gov/statutes/26/title26sec637-2.html
• 26 M.R.S. § 833: https://legislature.maine.gov/statutes/26/title26sec833.html
• 5 M.R.S. § 4572: https://legislature.maine.gov/statutes/5/title5sec4572.html