Employment Contract - At-Will - Missouri

AT-WILL EMPLOYMENT AGREEMENT

(State of Missouri)

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; Payroll
   3.4 Benefits; Paid Time Off
   3.5 Policies; Employee Handbook
   3.6 Confidential Information

4. Representations & Warranties

5. Covenants & Restrictions
   5.1 No Noncompete Selected
   5.2 Optional Employee Nonsolicitation
   5.3 Proprietary Rights

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 in writing.

“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.

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 contractual final-pay provisions below.

(b) Nothing in this Agreement authorizes discrimination or retaliation prohibited by RSMo §§ 213.055 and 213.070. If RSMo § 285.575 applies, nothing authorizes discharge because Employee is a “protected person” as defined by that section.

(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; Payroll

(a) Employer shall pay Employee a Base Salary of $[AMOUNT] per year, subject to required and lawfully authorized deductions.

(b) Select the payroll schedule after confirming Employer's form and coverage under RSMo § 290.080:

☐ Semimonthly, within 16 days after the close of each payroll period.

☐ Monthly for an executive, administrative, professional, sales, or commission-compensated employee covered by the statutory option.

☐ Other lawful schedule because RSMo § 290.080 does not govern this Employer: [________________________________].

(c) If § 290.080 applies, Employer shall provide at least monthly a statement showing total deductions for the period.

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

(e) Bonus, incentive, or commission compensation: [NOT ELIGIBLE / DESCRIBE OR ATTACH PLAN]. Any nondiscretionary formula, earning conditions, and payment timing should be stated in Exhibit A.

(f) Wage Reductions. If Employer is a company or corporation covered by RSMo § 290.100, Employer shall provide the statutory 30-day notice before reducing Employee's wages. Nothing in this Agreement is itself advance notice of an unspecified future reduction.

3.4 Benefits; Paid Time Off

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

(b) Vacation, sick leave, and other PTO are governed by the written policy attached or identified as Exhibit B. The policy should state accrual, use, carryover, and separation treatment.

(c) Employer shall reimburse reasonable, properly documented business expenses under its written policy.

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 this Agreement and applicable 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 reporting conduct to a government agency, opposing or participating in a matter protected by RSMo § 213.070, making a qualifying report to a proper authority, or refusing a directive protected by RSMo § 285.575.

(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 Noncompete Selected

This template imposes no post-employment covenant not to compete. If the Parties want a noncompete, they should use a separately reviewed Missouri addendum identifying the protectable interest, restricted work, duration, and territory.

5.2 Optional Employee Nonsolicitation

Select one:

☐ No post-employment employee nonsolicitation or no-hire covenant applies.

☐ For [NOT MORE THAN 12] months after employment ends, Employee shall not use Employer's Confidential Information to solicit, recruit, or hire an employee with whom Employee worked directly during the final [____] months of employment. The interest protected is: ☐ confidential or trade-secret business information ☐ workforce stability ☐ other interest recognized by RSMo § 431.202: [________________________________].

Any selected covenant must be reasonable under the facts and may not limit Employee's ability to seek or accept employment with another employer. RSMo § 431.202 does not determine the validity of an employer-employee noncompete.

5.3 Proprietary Rights

(a) To the extent permitted by law, Employee assigns to Employer Work Product created within the scope of employment or using Employer resources and shall execute reasonable confirmatory documents.

(b) This assignment excludes items listed in Exhibit C, 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. SEPARATION & REMEDIES

6.1 Discharge. Under RSMo § 290.110, if Employer discharges or refuses to further employ Employee, unpaid wages earned at the contract rate are due on the day of discharge without abatement or deduction. A qualifying written request to the foreman or timekeeper to send payment to a station or office where a regular agent is kept may trigger continuing wages if payment or a valid check does not arrive within seven days, capped at 60 days. The section excludes certain primarily commission-paid employees whose duties make an audit necessary or customary.

6.2 Voluntary Resignation. If Employee resigns, Employer shall pay earned wages on the next regular payday under Section 3.3, unless a controlling contract, policy, or law requires earlier payment.

6.3 Lawful Remedies. Either Party may seek remedies available under applicable law. No contractual remedy authorizes withholding earned wages, 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. Under RSMo § 285.575, a court may award a prevailing party costs and reasonable attorney fees, but a prevailing respondent may receive fees only upon the statutory showing that the case lacked foundation.

7. RISK ALLOCATION

7.1 Statutory Rights Preserved

This Agreement does not waive or cap rights or remedies under RSMo §§ 290.080, 290.100, 290.110, 285.575, 213.055, 213.070, 431.202, 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 Missouri legal review and may not authorize withholding earned wages.

8. DISPUTE RESOLUTION

8.1 Governing Law & Forum

This Agreement is governed by Missouri 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.

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. RSMo § 285.575 expressly permits any party to an action under that section to demand a jury trial.

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. Contract notices 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 request intended to invoke RSMo § 290.110 must separately satisfy that section's addressee and delivery requirements.

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, SICK LEAVE, AND PTO POLICY

[Attach the controlling written policy.]

EXHIBIT C — PRIOR INVENTIONS AND EXCLUDED WORK PRODUCT

[List excluded items or state “None.”]

SOURCES AND REFERENCES

• RSMo § 290.080: https://revisor.mo.gov/main/OneSection.aspx?section=290.080
• RSMo § 290.100: https://revisor.mo.gov/main/OneSection.aspx?section=290.100
• RSMo § 290.110: https://revisor.mo.gov/main/OneSection.aspx?section=290.110
• RSMo § 285.575: https://revisor.mo.gov/main/OneSection.aspx?section=285.575
• RSMo § 213.055: https://revisor.mo.gov/main/OneSection.aspx?section=213.055
• RSMo § 213.070: https://revisor.mo.gov/main/OneSection.aspx?section=213.070
• RSMo § 431.202: https://revisor.mo.gov/main/OneSection.aspx?section=431.202