AT-WILL EMPLOYMENT AGREEMENT

(Missouri)

[// GUIDANCE: This template is intentionally comprehensive. Remove any provisions that are unnecessary for your specific engagement and complete all placeholders before execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Employment & Duties
   3.2 At-Will Nature; Termination
   3.3 Compensation & Benefits
   3.4 Business Expenses
   3.5 Confidential Information
   3.6 Restrictive Covenants
   3.7 Intellectual Property
   3.8 Notice Requirements
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

This Employment Agreement (“Agreement”) is entered into effective as of [EFFECTIVE DATE] (“Effective Date”) by and between:

• [EMPLOYER LEGAL NAME], a [STATE OF FORMATION] [corporation/limited liability company] with its principal place of business at [ADDRESS] (“Employer”); and
• [EMPLOYEE NAME], residing at [ADDRESS] (“Employee”).

Recitals

A. Employer desires to employ Employee, and Employee desires to accept such employment, on an at-will basis under Missouri law.
B. The parties wish to set forth their mutual understandings in this written Agreement, including Missouri-specific at-will exceptions, notice mechanics, and enforceable restrictive covenants.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

2. DEFINITIONS

The following terms shall have the meanings set forth below. Defined terms appear in initial capitalized form throughout this Agreement.

“Base Salary” – The annual cash compensation set forth in Section 3.3(a).

“Cause” – (i) gross misconduct; (ii) material breach of this Agreement or Employer policy after written notice and a ten-day cure period; (iii) conviction or plea of nolo contendere to any felony; or (iv) willful or continued failure to perform reasonable assigned duties.

“Confidential Information” – All non-public information concerning Employer or its affiliates, including trade secrets, business plans, financial data, customer lists, and any data defined as “trade secrets” under Mo. Rev. Stat. § [PLACEHOLDER – optional cite if certain].

“Good Reason” – A material diminution in Base Salary or authority, relocation of primary worksite by more than 50 miles, or any other material breach by Employer, provided Employee gives written notice within 30 days and Employer fails to cure within 30 days thereafter.

“Protected Activity” – Any activity protected under Missouri public-policy exceptions to the at-will doctrine, including (a) refusing to violate law, (b) reporting wrongdoing, (c) filing a workers’ compensation claim, (d) engaging in legally protected concerted activity, or (e) any activity protected by federal or state anti-discrimination statutes.

“Restrictive Covenant Period” – [NUMBER] months following termination of employment for any reason.

“Territory” – [GEOGRAPHIC SCOPE].

[// GUIDANCE: Add, delete, or tailor definitions as necessary. Ensure consistent usage throughout.]

3. OPERATIVE PROVISIONS

3.1 Employment & Duties

(a) Position. Employer hereby employs Employee as [JOB TITLE] reporting to [SUPERVISOR TITLE].
(b) Duties. Employee shall devote full working time, best efforts, and professional skill to performing duties customarily associated with the position and as reasonably assigned by Employer.
(c) Policies. Employee shall comply with all applicable laws and Employer’s written policies, handbooks, and codes of conduct, as may be amended from time to time, provided that no policy shall abrogate Employee’s rights under Section 3.2(b) (At-Will Exceptions) or restrict any Protected Activity.

3.2 At-Will Nature; Termination

(a) At-Will Employment. Employment is “at-will,” meaning either party may terminate the relationship at any time, with or without Cause, and with or without advance notice, subject only to Subsections (b)–(d) below and any mandatory statutory notice that may apply to specific classes of employees (e.g., mass layoffs under the WARN Act).
(b) Missouri Public-Policy Exceptions. Employer shall not terminate Employee in retaliation for engaging in any Protected Activity. Nothing herein shall be construed to waive or limit rights arising under such Missouri common-law exceptions.
(c) Contractual Notice. Except in cases of termination for Cause or resignation without Good Reason, the terminating party shall provide [NUMBER OF DAYS] days’ advance written notice (“Notice Period”). Employer may, at its sole discretion, elect to pay Base Salary in lieu of all or part of the Notice Period.
(d) Obligations on Termination. Upon termination for any reason, Employer shall pay (i) accrued but unpaid Base Salary through the termination date, (ii) any unpaid, valid expense reimbursements, and (iii) any vested benefits in accordance with applicable plan terms. All other rights cease except as expressly provided herein.

3.3 Compensation & Benefits

(a) Base Salary. Employee shall receive an annual Base Salary of $[AMOUNT], payable in accordance with Employer’s normal payroll practices and subject to lawful deductions.
(b) Incentive Compensation. Employee shall be eligible to participate in Employer’s discretionary incentive plan, if any, in accordance with plan documents.
(c) Benefits. Employee shall be entitled to participate in Employer’s standard fringe-benefit programs, subject to eligibility and plan terms.
(d) Withholding. Employer may withhold any taxes or other amounts required by law.

3.4 Business Expenses

Employer shall reimburse Employee, in accordance with Employer policy, for reasonable, properly documented business expenses incurred in performance of duties.

3.5 Confidential Information

Employee shall, during and after employment, protect and not misuse any Confidential Information. Employee’s obligations survive termination and do not limit any rights to disclose information as required by law or in connection with a Protected Activity.

3.6 Restrictive Covenants

(a) Non-Competition. During employment and for the Restrictive Covenant Period, Employee shall not, within the Territory, engage in employment or activities that are in direct competition with Employer’s [SPECIFY PRODUCT/SERVICE LINES], provided that (i) the restriction protects Employer’s legitimate business interests in trade secrets and customer goodwill, and (ii) the scope, duration, and geography are no broader than reasonably necessary.
(b) Non-Solicitation. During employment and for the Restrictive Covenant Period, Employee shall not (i) solicit or attempt to solicit any customer or prospective customer with whom Employee had business contact during the 12 months preceding termination for the purpose of providing competing products or services; or (ii) solicit any employee of Employer to leave employment.
(c) Reasonableness; Blue-Pencil. The parties acknowledge these restrictions are reasonable under Missouri law. If any court deems a restriction unenforceable, the court shall have authority to modify the restriction to the minimum extent necessary to render it enforceable.
(d) Injunctive Relief (Limited). Employee acknowledges that breach of Section 3.5 or 3.6 would cause irreparable harm. Employer may seek temporary or preliminary injunctive relief limited to preventing such breach, without posting bond to the extent permitted by law, in addition to any other remedies.

3.7 Intellectual Property

Employee hereby assigns to Employer any and all right, title, and interest in and to any works, inventions, or improvements conceived or reduced to practice within the scope of employment or using Employer resources (“Works-Made-for-Hire”). Employee shall execute such further documents as Employer may reasonably request to perfect ownership.

3.8 Notice Requirements

All notices under this Agreement shall be in writing and deemed given (i) three business days after deposit by certified U.S. mail, return receipt requested; (ii) one business day after dispatch by nationally recognized overnight courier; or (iii) upon electronic delivery with confirmation of receipt, in each case addressed to the recipient’s address set forth in the preamble (or such other address as either party may designate by notice).

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority. Each party represents it has full power and authority to enter into and fully perform this Agreement.
4.2 Employee Compliance. Employee represents that execution and performance will not violate any other agreement, court order, or duty owed to a former employer.
4.3 Survival. The representations and warranties in this Section shall survive termination of employment.

5. COVENANTS & RESTRICTIONS

5.1 Compliance with Law. Employee shall comply with all applicable federal, state, and local laws and regulations.
5.2 Cooperation. Employee shall reasonably cooperate with Employer in any internal investigation, litigation, or regulatory matter relating to events during employment, provided Employer reimburses reasonable out-of-pocket expenses.
5.3 Recordkeeping. Employee shall maintain accurate records of time worked and expenses, and shall promptly submit such records upon request.

6. DEFAULT & REMEDIES

6.1 Events of Default. The following constitute “Events of Default”: (a) material breach of Section 3.5 or 3.6; (b) failure to comply with Section 3.2(c) notice obligations; (c) any act or omission constituting Cause.
6.2 Notice & Cure. Except for breaches incapable of cure or specified as immediate defaults, the non-breaching party shall provide written notice and a ten-day opportunity to cure.
6.3 Graduated Remedies. Upon an uncured Event of Default, the non-breaching party may avail itself of (a) termination of this Agreement; (b) recovery of actual damages; (c) specific performance or injunctive relief (limited per Section 3.6(d)); and/or (d) recovery of reasonable attorneys’ fees and costs as provided in Section 6.4.
6.4 Attorneys’ Fees. The prevailing party in any action to enforce this Agreement shall be entitled to reasonable attorneys’ fees, costs, and expenses.

7. RISK ALLOCATION

7.1 Indemnification (Employee Conduct)

Employee shall indemnify and hold Employer, its affiliates, and their respective officers, directors, and agents harmless from any third-party claims, damages, or expenses (including reasonable attorneys’ fees) arising out of Employee’s intentional misconduct, gross negligence, or violation of law in the course of employment.

7.2 Limitation of Liability

Except for (i) unpaid wages, salary, or benefits lawfully due; (ii) obligations expressly surviving termination; and (iii) liability that cannot be limited by law, Employer’s aggregate monetary liability to Employee arising out of or relating to this Agreement shall not exceed the sum of (a) accrued but unpaid Base Salary, and (b) the cash value of earned, unpaid benefits as of the date liability accrues.

7.3 Insurance

Employer shall maintain workers’ compensation and any other insurance required by applicable law.

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 government order, provided the affected party gives prompt notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict-of-laws principles.

8.2 Forum Selection

Subject to Section 8.3 (Arbitration), the parties consent to exclusive jurisdiction of the state courts located in [COUNTY], Missouri for any dispute arising out of or relating to this Agreement.

8.3 Arbitration [OPTIONAL]

[Select (a) or (b) and delete the other before execution]
(a) Arbitration Elected. Any dispute (except for claims for injunctive relief under Section 3.6(d)) shall be finally resolved by confidential binding arbitration administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules. The arbitrator may award any remedies available at law or in equity but shall have no authority to modify Section 7.2 (Limitation of Liability).
OR
(b) Arbitration Declined. The parties expressly waive arbitration; disputes shall be resolved exclusively in the courts specified in Section 8.2.

8.4 Jury Trial Waiver [OPTIONAL]

If arbitration is declined, [EACH PARTY/Employer and Employee] knowingly and voluntarily waives the right to a jury trial to the fullest extent permitted by law.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver. No amendment or waiver shall be effective unless in writing signed by both parties. No waiver of any breach shall be deemed a waiver of any other or subsequent breach.
9.2 Assignment. Employee may not assign or delegate any rights or duties without Employer’s prior written consent. Employer may assign this Agreement to any successor by merger, consolidation, reorganization, or sale of substantially all assets.
9.3 Successors & Assigns. This Agreement binds and benefits the parties and their respective successors and permitted assigns.
9.4 Severability; Reformation. If any provision is held unenforceable, the remainder shall remain in full force, and the court shall reform the unenforceable provision to the minimum extent necessary to render it enforceable.
9.5 Entire Agreement. This Agreement, together with any exhibits or schedules hereto, constitutes the entire understanding between the parties and supersedes all prior oral or written agreements relating to the subject matter.
9.6 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 facsimile, .pdf, or electronic signature service (e.g., DocuSign®) shall be deemed original and binding.

10. EXECUTION BLOCK

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

[EMPLOYER LEGAL NAME] [EMPLOYEE NAME]

By: ____ ____
Name: _____ Signature

Title: ____ Date: ____

Date: ________
[// GUIDANCE: Add notary or witness blocks only if required for specific restrictive-covenant enforceability or if corporate formalities dictate.]

EXHIBIT A – Job Description
[Attach detailed duties if desired]

EXHIBIT B – Incentive Plan Summary
[Attach or reference separate plan documents]