Employment Contract - At-Will - Minnesota

AT-WILL EMPLOYMENT AGREEMENT

(State of Minnesota)

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; Wage Notice
   3.4 Benefits; Earned Sick and Safe Time
   3.5 Policies; Employee Handbook
   3.6 Confidential Information

4. Representations & Warranties

5. Covenants & Restrictions
   5.1 No Employment Noncompete
   5.2 Optional Narrow Nonsolicitation
   5.3 Proprietary Rights; Inventions

6. Separation & Remedies

7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

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

Employer desires to employ Employee, and Employee desires to accept employment, on an at-will basis under the terms below. In consideration of the compensation and mutual promises in this Agreement, the Parties agree as follows.

2. DEFINITIONS

“Base Salary” means the annualized salary stated in Section 3.3, as lawfully changed by written notice.

“Cause” means (i) material breach of this Agreement or a lawful written policy; (ii) willful misconduct, fraud, or dishonesty; (iii) gross negligence in performing assigned duties; or (iv) conviction of, or plea of guilty or nolo contendere to, a felony or crime involving dishonesty.

“Confidential Information” means nonpublic information concerning Employer or its affiliates, customers, or vendors, including trade secrets, business plans, financial information, and nonpublic personnel or customer information.

“Work Product” means inventions, works of authorship, designs, developments, discoveries, processes, and other materials created within the scope of employment, subject to Section 5.3.

3. OPERATIVE PROVISIONS

3.1 At-Will Employment Status

(a) The employment relationship is at will. Either Party may end it at any time, with or without Cause or advance notice, subject to applicable law and the final-pay provisions below.

(b) Nothing in this Agreement authorizes retaliation for conduct protected by Minn. Stat. § 181.932 or the earned-sick-and-safe-time protections in Minn. Stat. § 181.9447.

(c) The Parties do not intend a handbook, policy, oral statement, or past practice to create employment for a definite term. A change to this Section must be stated in a written instrument expressly modifying the at-will relationship and signed by [AUTHORIZED OFFICER TITLE], subject to applicable law.

3.2 Position; Duties; Location

(a) Employee shall serve as [TITLE], reporting to [SUPERVISOR TITLE].

(b) Employee shall perform the duties customarily associated with the position and other lawful duties reasonably assigned by Employer.

(c) Employee's primary work location is [ADDRESS / REMOTE], with reasonable business travel as required.

3.3 Compensation; Wage Notice

(a) Employer shall pay Employee a Base Salary of $[AMOUNT] per year on the following regular payday: [PAYDAY AND PAY-PERIOD DETAILS], subject to required and lawfully authorized deductions.

(b) Classification: ☐ exempt ☐ nonexempt. Basis for any exemption: [________________________________].

(c) Bonus or incentive compensation: [NOT ELIGIBLE / DESCRIBE OR ATTACH PLAN]. Any earned commission or nondiscretionary incentive formula should be stated in Exhibit A.

(d) Minn. Stat. § 181.032 requires a written notice at the start of employment stating pay rates and basis, paid-time-off terms, classification, possible deductions, payroll timing, and Employer contact information. Employer shall provide that notice separately, retain the signed acknowledgment, provide required earnings statements each pay period, and give written notice of covered changes before they take effect.

3.4 Benefits; Earned Sick and Safe Time

(a) Employee may participate in benefit plans offered to similarly situated employees, subject to the controlling plan documents and written policies.

(b) Vacation and PTO are governed by the written policy attached or identified as Exhibit B. The policy should state accrual, use, carryover, and separation treatment. Earned sick and safe time (“ESST”) is governed by paragraphs (c)-(f), not by a less protective policy term.

(c) ESST Coverage. Minn. Stat. § 181.9445 generally covers an employee anticipated in good faith to work, or who actually works, at least 80 hours in a year for Employer in Minnesota, subject to statutory exclusions. Employee is: ☐ covered ☐ excluded because [________________________________].

(d) ESST Method. Select and administer one compliant method under Minn. Stat. § 181.9446:

☐ Accrual and carryover: at least 1 hour for every 30 hours worked, up to 48 hours accrued per year, with unused time carried over and a total balance cap no lower than 80 hours.

☐ Frontload with year-end payout: at least 48 hours available at the beginning of the subsequent year, with accrued unused time paid at year end at the statutory base rate.

☐ Frontload without year-end payout: at least 80 hours available at the beginning of the subsequent year, without paying accrued unused time at year end.

(e) ESST Administration. Employer's written ESST policy must identify the regular, consecutive 12-month accrual year. If Employer does not designate and clearly communicate one, Minn. R. 5200.1201 makes the accrual year the calendar year. Accrued time must be credited no later than the regular payday after the corresponding pay period under Minn. R. 5200.1203. Changes to the accrual year or method require the advance written notices and timing stated in Minn. R. 5200.1201 and 5200.1204.

(f) ESST Use and Separation. Employee may use ESST for purposes allowed by Minn. Stat. § 181.9447. Employer shall not require Employee to find a replacement worker. Notice, documentation, confidentiality, pay-period reporting, and recordkeeping must follow § 181.9447 and Minn. R. 5200.1205-.1208. State ESST law does not require payout of unused ESST at separation. If Employee is rehired by the same Employer within 180 days, unused ESST must be restored as required by § 181.9448 and Minn. R. 5200.1203.

3.5 Policies; Employee Handbook

Employee acknowledges receipt of Employer's handbook and agrees to follow lawful policies. Employer may amend policies prospectively, subject to written-notice requirements and nonwaivable law. The handbook does not itself create employment for a definite term.

3.6 Confidential Information

(a) Employee shall use Confidential Information only for authorized duties and shall not disclose it except as authorized or required by law.

(b) This Section does not prohibit Employee from making or preparing a good-faith report protected by Minn. Stat. § 181.932, cooperating with a governmental investigation, refusing an order Employee objectively believes violates law after informing Employer of the reason, communicating with a government agency, or exercising any other nonwaivable right.

(c) Upon separation or request, Employee shall return Employer property, subject to lawful preservation obligations.

4. REPRESENTATIONS & WARRANTIES

4.1 Each Party represents that it has authority to enter into this Agreement.

4.2 Employee represents that performing the assigned duties will not knowingly breach a lawful obligation owed to another person and that Employee will not bring or use another person's confidential information without authorization.

4.3 Employee represents that Employee is authorized to work in the United States and will provide the documentation required by law.

5. COVENANTS & RESTRICTIONS

5.1 No Employment Noncompete

This Agreement imposes no post-employment covenant not to compete. Minn. Stat. § 181.988 makes a covenant not to compete in a contract or agreement void and unenforceable, except for qualifying covenants made during the sale or anticipated dissolution of a business. The statute separately excludes nondisclosure, trade-secret, nonsolicitation, and client-or-contact-list restrictions from its definition of a covenant not to compete; those provisions remain subject to other applicable law.

5.2 Optional Narrow Nonsolicitation

Select one:

☐ No post-employment nonsolicitation restriction applies.

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

5.3 Proprietary Rights; Inventions

(a) To the extent permitted by law, Employee assigns to Employer Work Product created within the scope of employment or using Employer equipment, supplies, facilities, or trade-secret information. Employee shall execute reasonable confirmatory documents.

(b) Minnesota statutory notice. Under Minn. Stat. § 181.78, this assignment does not apply to an invention for which no Employer equipment, supplies, facility, or trade-secret information was used and which was developed entirely on Employee's own time, and (1) that does not relate directly to Employer's business or actual or demonstrably anticipated research or development, or (2) that does not result from work performed by Employee for Employer. Any provision purporting to require assignment of a protected invention is void and unenforceable to that extent.

(c) Employee lists prior inventions and excluded work in Exhibit C.

6. SEPARATION & REMEDIES

6.1 Final Wages After Discharge. Under Minn. Stat. § 181.13, earned and unpaid wages or commissions are immediately due and payable upon Employee's written demand after discharge. If not paid within 24 hours after demand, the statutory default and daily-earnings penalty may apply, subject to the section's terms and exceptions.

6.2 Final Wages After Resignation. Under Minn. Stat. § 181.14, earned and unpaid wages or commissions generally must be paid by the first regularly scheduled payday after Employee's final day. If that payday is fewer than five calendar days later, payment may be delayed to the second payday but not beyond 20 calendar days, subject to the collective-bargaining, migrant-worker, entrusted-property, and other provisions in the section.

6.3 Lawful Remedies. Either Party may seek remedies available under applicable law. No contractual remedy authorizes withholding final wages, expands a prohibited noncompete, creates a presumption of irreparable harm, or limits a nonwaivable statutory remedy.

6.4 Fees and Costs. Each Party bears its own attorney fees and costs unless a statute, court rule, or separate lawful agreement provides otherwise. Minn. Stat. § 181.988 permits a court to award reasonable attorney fees to an employee enforcing rights under that section.

7. RISK ALLOCATION

7.1 Statutory Rights Preserved

This Agreement does not waive or cap rights or remedies under Minn. Stat. §§ 181.13-.14, 181.032, 181.78, 181.932, 181.9445-.9448, 181.988, Minn. R. 5200.1200-.1209, or other nonwaivable law.

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. Any separate executive indemnification arrangement requires independent Minnesota legal review and may not authorize an unlawful wage deduction.

8. DISPUTE RESOLUTION

8.1 Governing Law & Forum

This Agreement is governed by Minnesota law, subject to controlling federal law and other nonwaivable law. A claim may be filed in a court or agency with lawful jurisdiction; this clause does not bar an administrative filing. For a claim arising under Minn. Stat. § 181.988 involving an employee who primarily resides and works in Minnesota, this Agreement does not require adjudication outside Minnesota or deprive the employee of Minnesota's substantive protection.

8.2 Arbitration

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

8.3 Jury Trial Waiver

No jury-trial 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 or require enforcement of an invalid restriction.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver. No amendment or waiver is effective unless in writing and signed by both Parties. A waiver on one occasion is not a waiver on another.

9.2 Assignment. Employee may not assign this Agreement or delegate duties without Employer's prior written consent. Employer may assign this Agreement to a successor that assumes Employer's obligations.

9.3 Severability. If a provision is held invalid, it is severed only to the extent permitted by law and the remainder remains effective. This clause does not require a court to rewrite a restriction.

9.4 Entire Agreement. This Agreement and its exhibits constitute the Parties' entire agreement on their subject matter and supersede prior communications on that subject.

9.5 Notices. Notices under this Agreement must be in writing and delivered personally, by certified mail, or by nationally recognized overnight courier to the addresses above, as later updated by written notice. A statutory wage demand should separately satisfy Minn. Stat. §§ 181.13-.14.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and 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 — BONUS, INCENTIVE, OR COMMISSION PLAN

[Attach or state “Not applicable.”]

EXHIBIT B — VACATION, PTO, AND ESST POLICY

[Attach the controlling written policy, including the selected ESST method, accrual year, notice procedures, documentation rules, and separation treatment.]

EXHIBIT C — PRIOR INVENTIONS AND EXCLUDED WORK PRODUCT

[List excluded items or state “None.”]

SOURCES AND REFERENCES

• Minn. Stat. § 181.13: https://www.revisor.mn.gov/statutes/cite/181.13
• Minn. Stat. § 181.14: https://www.revisor.mn.gov/statutes/cite/181.14
• Minn. Stat. § 181.032: https://www.revisor.mn.gov/statutes/cite/181.032
• Minn. Stat. § 181.78: https://www.revisor.mn.gov/statutes/cite/181.78
• Minn. Stat. § 181.932: https://www.revisor.mn.gov/statutes/cite/181.932
• Minn. Stat. § 181.9445: https://www.revisor.mn.gov/statutes/cite/181.9445
• Minn. Stat. § 181.9446: https://www.revisor.mn.gov/statutes/cite/181.9446
• Minn. Stat. § 181.9447: https://www.revisor.mn.gov/statutes/cite/181.9447
• Minn. Stat. § 181.9448: https://www.revisor.mn.gov/statutes/cite/181.9448
• Minn. Stat. § 181.988: https://www.revisor.mn.gov/statutes/cite/181.988
• Minnesota DLI adopted ESST rules, Minn. R. 5200.1200-.1209 (effective July 6, 2026): https://dli.mn.gov/sites/default/files/pdf/ESST_adopted_rules_2026.pdf
• Minnesota DLI ESST rulemaking docket: https://www.dli.mn.gov/business/employment-practices/rulemaking-docket-minnesota-rules-chapter-5200