AT-WILL EMPLOYMENT AGREEMENT

(State of Maine)

[// GUIDANCE: This template is drafted to comply with current Maine employment statutes, including the 2019 non-compete restrictions in 26 M.R.S. § 599-A, and incorporates at-will employment principles with recognized common-law exceptions. Bracketed text must be completed or revised to fit the specific engagement.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Employment Relationship & Position
   3.2 At-Will Nature; Statutory & Common-Law Exceptions
   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 & Non-Disparagement
6. Default & Remedies
7. Risk Allocation
   7.1 Indemnification (Employee Conduct)
   7.2 Limitation of Liability (Salary & Benefits Cap)
   7.3 Insurance; Offset
   7.4 Force Majeure
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 set forth in Section 5.3(b).
“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].

[// GUIDANCE: Add or delete defined terms as necessary; ensure each defined term is used consistently throughout.]

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 & Common-Law Exceptions

(a) At-Will Employment. The employment relationship is “at-will,” meaning either party may terminate the relationship at any time, with or without Cause and with or without notice, except as limited by (i) public-policy, implied-contract, and implied-covenant exceptions recognized under Maine common law, and (ii) any applicable statutory protections (e.g., anti-discrimination, whistleblower, or leave statutes).
(b) Notice of Termination. Although not required under Maine law for individual terminations, the Company requests—and the Employee agrees to provide—[TWO WEEKS] written notice prior to voluntary resignation. The Company will make reasonable efforts to provide similar notice for terminations without Cause, but retains sole discretion to effect immediate separation with pay in lieu of notice.

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. PTO accrues at [X] hours per [PERIOD] and is administered in compliance with Maine’s earned paid leave statute.
(e) Final Pay. Upon termination, the Company will tender final wages in the manner and timeframe required by Maine law.

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.

[// GUIDANCE: Insert any required disclosure schedules here if exceptions to reps are necessary.]

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

The Employee shall not, during or after employment, disclose or use Confidential Information except as authorized by the Company.

5.2 Proprietary Rights; Inventions Assignment

All inventions, discoveries, works of authorship, and other intellectual property conceived or developed by the Employee during employment that relate to the Company’s business (“Work Product”) shall be the exclusive property of the Company. The Employee hereby assigns, and agrees to assign, all right, title, and interest in such Work Product to the Company.

5.3 Non-Competition (Maine-Specific)

(a) Notice; Review Period. The Company provided the Employee with this Agreement at least three (3) business days before the Employee’s required signature.
(b) Eligibility Threshold. This Section 5.3 applies only if the Employee’s expected annual earnings exceed four hundred percent (400%) of the federal poverty level for a single individual.
(c) Restricted Period. The Employee shall not, during employment and for the shorter of (i) one (1) year after termination of employment or (ii) the maximum period permitted by 26 M.R.S. § 599-A, directly or indirectly engage in a Competitive Business in the Restricted Territory.
(d) Deferred Effective Date. Any non-compete covenant herein shall not become effective until the earlier of (i) one (1) year after the Employee’s start date, or (ii) six (6) months after execution of this Agreement, in accordance with 26 M.R.S. § 599-A.
(e) Reasonableness; Reformation. The parties intend the scope of this Section 5.3 to be reasonable and enforceable; any court of competent jurisdiction may reform overly broad provisions to the minimum extent necessary.

5.4 Non-Solicitation & Non-Disparagement

(a) Customer & Employee Non-Solicitation. During employment and for twelve (12) months following termination, the Employee shall not solicit (i) customers or prospective customers with whom the Employee had material contact, or (ii) Company employees, to terminate or alter their relationship with the Company.
(b) Non-Disparagement. Each party agrees not to knowingly make false or misleading statements that could reasonably harm the other’s reputation.

6. DEFAULT & REMEDIES

6.1 Events of Default. The following constitute “Events of Default”:
(i) Employee’s breach of Sections 5.1–5.4;
(ii) Employee’s termination for Cause;
(iii) Company’s material breach of payment obligations.

6.2 Notice & Cure. The non-breaching party shall provide written notice of default. The breaching party shall have ten (10) days to cure, except breaches of confidentiality or restrictive covenants, which are deemed incapable of cure.

6.3 Graduated Remedies.
(a) Equitable Relief. For breaches of Sections 5.1–5.4, the Company may seek specific performance, a temporary restraining order, or other equitable relief limited to preventing further breach.
(b) Monetary Damages. Each party may pursue compensatory damages consistent with Section 7.2.
(c) Attorney Fees. The prevailing party in any action to enforce this Agreement shall be entitled to reasonable attorney fees and costs.

7. RISK ALLOCATION

7.1 Indemnification (Employee Conduct)

The Employee shall indemnify, defend, and hold harmless the Company and its affiliates from and against any third-party claims, losses, or liabilities arising out of the Employee’s gross negligence, willful misconduct, or acts outside the scope of employment.

7.2 Limitation of Liability (Salary & Benefits Cap)

Except for (i) the Employee’s indemnity obligations and (ii) willful misconduct or fraud, each party’s aggregate liability to the other arising out of or related to this Agreement shall not exceed the total Base Salary and benefits actually paid to the Employee during the twelve (12) months immediately preceding the event giving rise to liability.

7.3 Insurance; Offset

The Company may maintain insurance covering risks associated with the Employee’s duties. Any amounts paid under such insurance shall offset corresponding indemnity obligations.

7.4 Force Majeure

Neither party shall be liable for failure to perform due to events beyond its reasonable control, including acts of God, war, pandemic, or governmental action, provided that the affected party promptly notifies the other and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law & Forum Selection

This Agreement shall be governed by and construed in accordance with the laws of the State of Maine, without regard to conflict of laws principles. Any suit arising under this Agreement shall be instituted exclusively in the state courts located in [COUNTY], Maine, and the parties hereby submit to such jurisdiction.

8.2 Optional Arbitration

[ARBITRATION IS/IS NOT] selected by the parties.
If selected, any claim arising out of this Agreement shall be resolved by binding arbitration before a single arbitrator in accordance with the then-current Employment Arbitration Rules of the American Arbitration Association, held in [CITY], Maine. Judgment on the award may be entered in any court of competent jurisdiction.

[// GUIDANCE: Delete Section 8.2 if arbitration is not elected.]

8.3 Optional Jury Waiver

If arbitration is not elected, the parties [DO/DO NOT] waive their right to a jury trial for any claim arising out of this Agreement.

8.4 Limited Injunctive Relief

Nothing in this Article 8 precludes either party from seeking limited injunctive or other equitable relief in aid of arbitration or to prevent irreparable harm, consistent with Section 6.3(a).

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 any provision is held invalid or unenforceable, it shall be severed and the remaining provisions shall remain in full force, with the invalid provision reformed to the minimum extent necessary to be enforceable.
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.

[Notary Acknowledgment, if desired or required]

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.]

[// GUIDANCE: Attach additional exhibits—such as stock option agreements, relocation addenda, or policy acknowledgments—as needed.]

[// GUIDANCE: Upon finalization, review cross-references, confirm compliance with current Maine statutes (including any updates to 26 M.R.S. § 599-A), and ensure all placeholders are completed. Consider integrating handbook acknowledgments to maintain alignment between this Agreement and Company policies.]