AT-WILL EMPLOYMENT AGREEMENT

(State of Michigan)

[// GUIDANCE: This template is intended for use by Michigan employers hiring employees on an at-will basis. All bracketed items [IN ALL CAPS] require user customization. Comment boxes beginning with // GUIDANCE: provide drafting insights and may be removed prior to execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 At-Will Employment Status
   3.2 Position; Duties; Location
   3.3 Compensation
   3.4 Benefits & Fringe Benefits
   3.5 Policies; Employee Handbook
   3.6 Confidential Information
4. Representations & WarrantIES
5. Covenants & Restrictions
   5.1 Non-Competition (Optional)
   5.2 Non-Solicitation
   5.3 Confidentiality & Proprietary Rights
6. Default & Remedies
7. Risk Allocation
   7.1 Indemnification
   7.2 Limitation of Liability
   7.3 Insurance
   7.4 Force Majeure
8. Dispute Resolution
   8.1 Governing Law & Forum Selection
   8.2 Arbitration (Optional)
   8.3 Jury Trial Waiver (Optional)
   8.4 Limited Injunctive Relief
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

This At-Will Employment Agreement (“Agreement”) is made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER LEGAL NAME], a [STATE OF FORMATION] [ENTITY TYPE] having its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE NAME], residing at [ADDRESS] (“Employee,” and together with Employer, the “Parties,” each a “Party”).

Recitals

A. Employer desires to employ Employee, and Employee desires to accept employment with Employer, on an at-will basis under the terms and conditions set forth herein.
B. The Parties intend this Agreement to serve as the written notice of wage and fringe benefit terms required under the Michigan Payment of Wages and Fringe Benefits Act, Mich. Comp. Laws §§ 408.471 et seq.
C. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below (terms defined in the singular include the plural and vice versa).

“Base Salary” means the annualized gross salary specified in Section 3.3(a), as may be adjusted in writing by Employer.
“Cause” means (i) willful misconduct or gross negligence; (ii) material breach of this Agreement or Employer policies; (iii) conviction of, or plea of nolo contendere to, any felony or crime involving moral turpitude; or (iv) fraud, dishonesty, or misappropriation with respect to Employer.
“Confidential Information” has the meaning assigned in Section 3.6.
“Effective Date” has the meaning set forth in the Document Header.
“Good Reason” means a material diminution in Base Salary, authority, or duties without Employee’s consent, following written notice and a thirty (30)-day cure period.
“Restrictive Period” has the meaning assigned in Section 5.1(b).
[Add additional defined terms as needed.]

3. OPERATIVE PROVISIONS

3.1 At-Will Employment Status

(a) Employment Relationship. Employee is employed at will. Either Party may terminate employment at any time, for any lawful reason or no reason, with or without Cause and with or without advance notice, subject to the notice obligations in Section 6.1.

(b) No Implied Contract. Nothing in Employer manuals, handbooks, policies, oral statements, or past practices shall create any express or implied employment contract or otherwise alter the at-will nature of the employment relationship. Only a written instrument expressly modifying this Section 3.1 and signed by the [TITLE OF AUTHORIZED OFFICER, e.g., “Chief Executive Officer”] may alter Employee’s at-will status.

[// GUIDANCE: Michigan courts recognize “handbook” or “oral promise” exceptions to at-will employment. The disclaimer above is drafted to preclude unintended contractual obligations.]

3.2 Position; Duties; Location

(a) Title; Reporting. Employee shall serve as [TITLE], reporting to [SUPERVISOR TITLE].
(b) Duties. Employee shall perform the duties customarily associated with such position and any other lawful duties assigned by Employer.
(c) Location. Employee’s primary work location shall be [ADDRESS/REMOTE]; Employee acknowledges that reasonable travel may be required.

3.3 Compensation

(a) Base Salary. Employer shall pay Employee a Base Salary of $[AMOUNT] per annum, payable in accordance with Employer’s normal payroll practices but not less frequently than semi-monthly, consistent with Mich. Comp. Laws § 408.472.
(b) Bonus (Optional). Employee [is/is not] eligible for discretionary bonuses pursuant to Employer’s bonus plan as may be amended from time to time.
(c) Overtime. If Employee is classified as “non-exempt,” overtime compensation shall be paid in accordance with the Fair Labor Standards Act and applicable Michigan law.
(d) Payroll Deductions. Employer is authorized to make customary withholdings and deductions as permitted by law and Employee’s written authorizations.

3.4 Benefits & Fringe Benefits

(a) Employee shall be eligible to participate in Employer’s benefit plans (health, retirement, paid time off, etc.) on the same basis as similarly situated employees, subject to plan terms.
(b) Employer reserves the right to amend or terminate any benefit plan at its discretion, provided such action complies with applicable law.
(c) Vacation / PTO. Employee will accrue [NUMBER] hours of paid time off per year, prorated and administered in accordance with Employer policy.

3.5 Policies; Employee Handbook

Employee acknowledges receipt of Employer’s Employee Handbook and agrees to comply with all policies therein. Employer may modify policies at any time, provided such modifications are distributed in writing and do not create contractual rights.

3.6 Confidential Information

(a) Definition. “Confidential Information” includes all non-public information, whether written, oral, or electronic, relating to Employer or its affiliates, customers, or vendors, including but not limited to trade secrets, financial data, business strategies, and personnel information.
(b) Non-Disclosure. Employee shall not use or disclose Confidential Information during or after employment, except as required for the performance of Employee’s duties or as authorized in writing by Employer.
(c) Return of Materials. Upon termination of employment or upon Employer’s request, Employee shall immediately return all Confidential Information and Employer property.

4. REPRESENTATIONS & WARRANTIES

4.1 Employee represents and warrants that:
(a) Employee is not subject to any restrictive covenant, court order, or agreement that would interfere with the performance of duties under this Agreement;
(b) Employee will perform duties in a competent, professional, and lawful manner; and
(c) All information provided to Employer in connection with hiring is true and complete.

4.2 Employer represents and warrants that it is duly organized and in good standing under the laws of its state of formation and has full power and authority to enter into this Agreement.

4.3 Survival. The warranties in this Article 4 shall survive termination of this Agreement to the extent necessary to enforce rights arising therefrom.

5. COVENANTS & RESTRICTIONS

5.1 Non-Competition (Optional)

(a) Covenant. During employment and for the Restrictive Period, Employee shall not, without Employer’s prior written consent, engage in any business activity that is in direct competition with Employer within the Restricted Territory as defined below.
(b) Restrictive Period; Territory. “Restrictive Period” means [12] months following termination. “Restricted Territory” means [COUNTIES/STATE/OTHER].
(c) Reasonableness. The Parties acknowledge that this Section 5.1 is intended to comply with the Michigan Antitrust Reform Act, Mich. Comp. Laws § 445.774a, and agree that the scope, duration, and geography are reasonable to protect Employer’s legitimate business interests.

[// GUIDANCE: Non-competes in MI must be reasonable in duration, geographic scope, and type of employment to be enforceable.]

(d) Blue-Pencil. If a court of competent jurisdiction finds any portion of this Section 5.1 unenforceable, the court shall modify the provision to the minimum extent necessary to render it enforceable and enforce the provision as modified.

5.2 Non-Solicitation

Employee shall not solicit or hire Employer’s employees or solicit Employer’s customers with whom Employee had Material Contact (as defined in Employer policy) for twelve (12) months following termination.

5.3 Confidentiality & Proprietary Rights

(a) Works Made for Hire. All works created by Employee within the scope of employment shall be “works made for hire” and the property of Employer.
(b) Assignment. Employee hereby assigns to Employer all right, title, and interest in Intellectual Property conceived or developed in connection with employment.

6. DEFAULT & REMEDIES

6.1 Events of Default. The following constitute events of default:
(a) Employee’s breach of any covenant or material obligation herein, including failure to provide [NUMBER] days’ written notice of resignation if required by Employer policy;
(b) Employer’s failure to timely pay compensation after written notice and a seven-day cure period.

6.2 Remedies. Upon default, the non-defaulting Party may:
(a) Terminate employment immediately;
(b) Seek monetary damages;
(c) Obtain injunctive relief limited as set forth in Section 8.4; and/or
(d) Recover reasonable attorney fees and costs incurred in enforcement.

6.3 Michigan Wage Payment Timing. Final wages shall be paid on the next regular payday following termination unless earlier payment is required by law.

7. RISK ALLOCATION

7.1 Indemnification

Employee shall indemnify, defend, and hold Employer and its affiliates harmless from any third-party claims, damages, or expenses (including reasonable attorney fees) arising out of (i) Employee’s gross negligence or willful misconduct, (ii) Employee’s violation of law, or (iii) Employee’s breach of this Agreement.

7.2 Limitation of Liability

To the fullest extent permitted by law, Employer’s aggregate liability to Employee for claims arising out of or relating to this Agreement shall not exceed the total Base Salary and benefits earned by Employee during the twelve (12) months preceding the event giving rise to the claim.

[// GUIDANCE: The liability cap aligns with the “salary_benefits” metadata requirement.]

7.3 Insurance

Employer may maintain employment practices liability insurance. Employee shall cooperate in any claim process.

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, terrorism, pandemic, or governmental orders, provided the affected Party gives prompt notice and uses diligent efforts to resume performance.

8. DISPUTE RESOLUTION

8.1 Governing Law & Forum Selection

This Agreement shall be governed by the laws of the State of Michigan, without regard to its conflict-of-laws principles. Subject to Section 8.2, the Parties submit to the exclusive jurisdiction of the state courts located in [COUNTY], Michigan for any action arising under this Agreement.

8.2 Arbitration (Optional)

At Employer’s sole election and upon written notice to Employee, any claim or controversy arising out of or related to this Agreement shall be resolved by final and binding arbitration administered by the American Arbitration Association in accordance with its Employment Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.

[// GUIDANCE: If Employer prefers mandatory arbitration, remove “at Employer’s sole election” and make arbitration compulsory.]

8.3 Jury Trial Waiver (Optional)

To the extent permitted by law, each Party knowingly and voluntarily waives its right to a trial by jury in any proceeding arising out of this Agreement.

8.4 Limited Injunctive Relief

The Parties agree that monetary damages may be inadequate for breaches of Articles 3.6 or 5. Accordingly, a Party may seek injunctive relief limited to enforcing confidentiality, intellectual-property, and restrictive-covenant obligations. Nothing herein authorizes injunctive relief for purely wage-payment claims.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver. No amendment or waiver of any provision shall be effective unless in writing and signed by both Parties. Waiver of a breach shall not operate as a waiver of any subsequent breach.

9.2 Assignment; Delegation. Employee may not assign this Agreement or delegate duties without Employer’s prior written consent. Employer may assign to a successor by merger or acquisition.

9.3 Severability; Reformation. If any provision is held invalid, the remainder of this Agreement shall remain in effect, and the invalid provision shall be enforced to the maximum extent lawful.

9.4 Entire Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements or representations, whether written or oral, relating to the subject matter herein.

9.5 Successors & Assigns. This Agreement shall bind and benefit the Parties and their respective heirs, successors, and permitted assigns.

9.6 Notices. All notices shall be in writing and deemed given when delivered (a) personally, (b) by certified mail (return receipt requested), or (c) by nationally recognized overnight courier to the addresses set forth in the Document Header (or as later updated by notice).

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 delivered by electronic means shall be deemed originals.

10. EXECUTION BLOCK

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

[OPTIONAL NOTARY BLOCK – remove if not required]
State of Michigan )
County of ____ ) ss.

On this _ day of _, 20__, before me, a Notary Public, personally appeared ________, known to me to be the person who executed the foregoing instrument on behalf of [EMPLOYER], and acknowledged the same as his/her free act and deed.

Notary Public, State of Michigan
My Commission Expires: _
Acting in _ County

[// GUIDANCE: Review Michigan statutory updates and local ordinances (e.g., paid sick leave) before finalizing. Confirm compliance with federal EEO and immigration documentation requirements.]