Employment Contract - At-Will - Michigan

AT-WILL EMPLOYMENT AGREEMENT

(State of Michigan)

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. 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 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 and the incorporated written policies to identify wage and fringe-benefit terms consistently with the Michigan Payment of Wages and Fringe Benefits Act, MCL 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(c).
[Add additional defined terms as needed.]

3. OPERATIVE PROVISIONS

3.1 At-Will Employment Status

(a) Employment Relationship. The Parties agree that employment is at will and may be ended by either Party, with or without Cause or advance notice, subject to applicable law. Nothing in this Agreement authorizes discrimination or retaliation prohibited by MCL 37.2202, MCL 37.2701, or MCL 15.362.

(b) No Intended Modification. The Parties do not intend manuals, handbooks, policies, oral statements, or past practices to alter the at-will relationship. Any change must be stated in a written instrument expressly modifying this Section and signed by the [TITLE OF AUTHORIZED OFFICER], subject to any separately enforceable promise or applicable law.

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 under the following selected payroll schedule, subject to MCL 408.472:

☐ Semimonthly under § 408.472(1)

☐ Weekly or biweekly on a regularly recurring payday no later than the 14th day after the work period under § 408.472(3)

☐ Monthly within 15 days after the end of the monthly pay period under § 408.472(4)
(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) Minimum Wage and Overtime. If Employee is nonexempt, compensation must satisfy the $13.73 Michigan minimum wage in effect beginning January 1, 2026 under MCL 408.934 and overtime at not less than 1.5 times the regular rate for work over 40 hours in a workweek under MCL 408.934a, subject to applicable exemptions. Classification: ☐ exempt ☐ nonexempt. Counsel or payroll reviewer: [________________________________].

(d) Payroll Deductions. Employer may make deductions required or expressly permitted by law. Any other deduction must satisfy the consent, record, timing, and minimum-wage protections of MCL 408.477.

3.4 Benefits & Fringe Benefits

(a) Employee shall be eligible to participate in Employer’s benefit plans on the terms of the applicable plan documents and written policies. Under MCL 408.473, fringe benefits are payable according to the written contract or written policy creating them.

(b) Vacation / PTO. Employee will accrue [NUMBER] hours per year under the written policy attached as Exhibit A. State law does not create a blanket payout rule for unused PTO; any separation payout is governed by the written contract or policy and MCL 408.473-.475.

(c) Earned Sick Time. The parties identify Employer as:

☐ A “small business” under MCL 408.962(l). Employee accrues at least 1 hour of paid earned sick time per 30 hours worked and may use at least 40 hours per year, or Employer frontloads at least 40 hours, under MCL 408.963.

☐ An employer other than a small business. Employee accrues at least 1 hour per 30 hours worked and may use at least 72 hours per year, or Employer frontloads at least 72 hours, under MCL 408.963.

Earned sick time may be used for the purposes and under the notice/documentation rules in MCL 408.964. The Act does not require payout of unused earned sick time at separation, although a written policy may provide a greater benefit. MCL 408.965(3).

(d) Final Pay. Wages earned and due will be paid as soon as the amount can with due diligence be determined; discharged employees must be paid immediately once that determination can be made. The contract-completion exception in MCL 408.475(3) applies only when its terms are satisfied.

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.

No handbook provision may reduce rights under this Agreement or applicable law. If a written policy creates a fringe benefit, payment is governed by its terms and MCL 408.473.

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 duties, authorized by Employer, or protected by law. This clause does not prohibit a report or anticipated report protected by MCL 15.362, participation requested by a public body, or opposition protected by MCL 37.2701.
(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) Election. Select one:

☐ No post-employment noncompete applies.

☐ A post-employment noncompete applies only as completed below and approved by Michigan counsel.

(b) Protected Interest. Employer identifies the reasonable competitive business interest to be protected as: [________________________________].

(c) Narrow Restriction. For [____] months following termination, Employee shall not perform the following competitive work: [________________________________], within [territory tied to Employee's actual work or influence].

(d) Statutory Standard. MCL 445.774a requires the restriction to be reasonable as to duration, geographic area, and type of employment or line of business. If a restriction is unreasonable, a court may limit it to render it reasonable; this Agreement does not state that a court must rewrite it.

5.2 Non-Solicitation

For [____] months after termination, Employee shall not use Employer's trade secrets or Confidential Information to solicit customers with whom Employee had material business contact during the final [____] months of employment or to target employees with whom Employee worked directly. This clause does not prohibit general advertising or lawful communications.

5.3 Confidentiality & Proprietary Rights

(a) Work Product. To the extent permitted by law, Employee assigns Work Product created within the scope of employment or using Employer resources.

(b) Exclusions. This assignment excludes items listed in Exhibit B, work created entirely on Employee's own time without Employer resources that is unrelated to Employer's business or anticipated research, and rights that may not lawfully be assigned.

6. BREACH & REMEDIES

6.1 Notice. Except where immediate relief is legally available and necessary, a party asserting breach should give 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 unreasonable restrictive covenant, delays final pay required by MCL 408.475, authorizes deductions barred by MCL 408.477, or limits a nonwaivable statutory remedy.

6.3 Fees and Costs. Each party bears its own attorney fees and costs except where 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 MCL 408.471-.479, MCL 408.934, MCL 408.934a, MCL 408.961-.965, MCL 15.362, MCL 37.2202, MCL 37.2701, or other nonwaivable laws.

7.2 No Employee Indemnity or Liability Cap

This Agreement imposes no general duty on Employee to indemnify Employer and does not cap either party's statutory liability. A separate executive indemnification agreement requires independent Michigan review and may not authorize unlawful wage deductions.

8. DISPUTE RESOLUTION

8.1 Governing Law & Forum Selection

This Agreement is governed by Michigan law, subject to controlling federal law and nonwaivable law. A claim may be filed in a court or agency with lawful jurisdiction; this clause does not bar an administrative filing.

8.2 Arbitration (Optional)

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

8.3 Jury Trial Waiver (Optional)

No jury waiver is made in this template.

8.4 Limited Injunctive Relief

Either party may request 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 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. If a provision is held invalid, it is severed to the extent permitted by law and the remainder remains in effect. This clause does not require a court to rewrite a restrictive covenant.

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. The parties agree to accept signatures delivered through the electronic-signature method identified here: [________________________________].

10. EXECUTION BLOCK

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

EXHIBIT A — BENEFITS, PTO, AND EARNED-SICK-TIME POLICY

[Attach or identify the controlling written policy.]

EXHIBIT B — PRIOR INVENTIONS AND EXCLUDED WORK PRODUCT

[List excluded items or state “None.”]

SOURCES AND REFERENCES

• MCL 408.471-.479: https://www.legislature.mi.gov/Home/RenderDoc?objectName=mcl-Act-390-of-1978
• MCL 408.934: https://www.legislature.mi.gov/documents/mcl/pdf/mcl-408-934.pdf
• MCL 408.934a: https://www.legislature.mi.gov/documents/mcl/pdf/mcl-408-934a.pdf
• MCL 408.961: https://www.legislature.mi.gov/documents/mcl/pdf/mcl-408-961.pdf
• MCL 408.962: https://www.legislature.mi.gov/documents/mcl/pdf/mcl-408-962.pdf
• MCL 408.963: https://www.legislature.mi.gov/documents/mcl/pdf/mcl-408-963.pdf
• MCL 408.964: https://www.legislature.mi.gov/documents/mcl/pdf/mcl-408-964.pdf
• MCL 408.965: https://www.legislature.mi.gov/documents/mcl/pdf/mcl-408-965.pdf
• MCL 445.774a: https://www.legislature.mi.gov/documents/mcl/pdf/mcl-445-774a.pdf
• MCL 15.362: https://www.legislature.mi.gov/documents/mcl/pdf/mcl-15-362.pdf
• MCL 37.2202: https://www.legislature.mi.gov/documents/mcl/pdf/mcl-37-2202.pdf
• MCL 37.2701: https://www.legislature.mi.gov/documents/mcl/pdf/mcl-37-2701.pdf