AT-WILL EMPLOYMENT AGREEMENT

(Mississippi – Comprehensive Template)

[// GUIDANCE: This template is drafted for private-sector employment in Mississippi and is structured for easy attorney customization. Bracketed items must be completed or deleted. All guidance comments should be removed prior to execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

AT-WILL EMPLOYMENT AGREEMENT (“Agreement”) made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

• [EMPLOYER LEGAL NAME], a [STATE OF ORGANIZATION] [TYPE OF ENTITY] with its principal place of business at [ADDRESS] (“Employer”), and
• [EMPLOYEE FULL LEGAL NAME], an individual residing at [ADDRESS] (“Employee”).

Recitals

A. Employer desires to employ Employee and Employee desires to accept employment on an at-will basis under the terms and conditions set forth herein.
B. The parties intend this Agreement to comply with all applicable federal and Mississippi employment laws, including recognized exceptions to the Mississippi employment-at-will doctrine.

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

For purposes of this Agreement, capitalized terms have the meanings set forth below:

“Base Salary” – the annual cash compensation specified in Section 3.3, subject to applicable withholdings.

“Benefits” – the fringe, welfare, and retirement benefits described in Section 3.4.

“Cause” – (a) willful misconduct or gross negligence in performance of duties; (b) material breach of this Agreement; (c) dishonesty, fraud, or embezzlement; (d) conviction of, or plea of nolo contendere to, a felony; (e) unauthorized disclosure or misuse of Confidential Information.

“Confidential Information” – all non-public information relating to Employer or its Affiliates, including trade secrets, customer data, and proprietary methodologies, whether oral, written, or electronic.

“Good Reason” – (a) material diminution of duties; (b) material reduction in Base Salary without Employee consent; or (c) relocation of worksite by more than [XX] miles, provided Employee delivers written notice within 30 days and Employer fails to cure within 30 days thereafter.

“At-Will Employment” – employment that may be terminated by either party at any time, with or without Cause or advance notice, subject only to (i) statutory exceptions (e.g., retaliation prohibitions, jury-duty protection, workers’ compensation claims) and (ii) the terms of this Agreement.

“Restrictive Period” – the period of employment plus [12–24] months following the Termination Date, as further detailed in Section 5.2.

[// GUIDANCE: Add or delete terms to align with the specific employment arrangement.]

3. OPERATIVE PROVISIONS

3.1 Position and Duties

(a) Employer hereby employs Employee as [TITLE] reporting to [SUPERVISOR TITLE].
(b) Employee shall perform duties customarily associated with such position and all other duties as reasonably assigned, adhering to Employer’s policies, rules, and lawful directives.
(c) Employee will devote full working time, energy, and skill to Employer and will not engage in outside employment or activities that create a conflict of interest without prior written consent.

3.2 At-Will Status; Exceptions

(a) Employment is strictly at-will. Either party may terminate employment at any time, with or without Cause and with or without notice, except as limited by (i) Section 6 (notice/cure where applicable) and (ii) Mississippi public-policy exceptions (e.g., jury service, workers’ compensation claims, or refusal to perform unlawful acts).
(b) Nothing herein shall be construed as a guarantee of employment for any definite term or as creating an express or implied contract other than as set forth in this Agreement.

3.3 Compensation

(a) Base Salary: $[AMOUNT] per annum, payable in accordance with Employer’s standard payroll practices and subject to all required withholdings.
(b) Bonus: [DISCRETIONARY / FORMULA-BASED] bonus eligibility in Employer’s sole discretion.
[// GUIDANCE: Insert detailed bonus formula if not discretionary.]

3.4 Benefits; Vacation

(a) Employee shall be eligible to participate in employee benefit plans (medical, dental, retirement, etc.) on the same terms as similarly-situated employees, subject to plan documents and applicable law.
(b) Vacation/paid time off (“PTO”) accrues at [XX] hours per year, to be taken in accordance with Employer’s PTO policy.

3.5 Reimbursement of Expenses

Employer will reimburse reasonable business expenses properly documented and submitted in accordance with Employer policy.

3.6 Intellectual Property Assignment

(a) Employee hereby assigns to Employer all right, title, and interest in any work product, invention, or copyrightable material conceived or developed in connection with employment.
(b) Employee will execute further instruments as Employer may reasonably request to effectuate the foregoing.

3.7 Policies and Handbook

Employee acknowledges receipt of Employer’s employee handbook and agrees to comply therewith. The handbook is not a contract and may be modified at any time.

4. REPRESENTATIONS & WARRANTIES

4.1 Employee

(a) Employee is under no contractual or other restriction that would prevent full performance under this Agreement.
(b) Employee possesses all licenses and qualifications legally required for the position.
(c) Employee understands and voluntarily enters into this Agreement, including the restrictive covenants.

4.2 Employer

(a) Employer is duly organized and in good standing under the laws of its jurisdiction of formation and is authorized to conduct business in Mississippi.
(b) The execution and performance of this Agreement have been duly authorized by all necessary corporate action.

4.3 Survival

The representations, warranties, and covenants that by their nature are intended to survive termination shall so survive.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Employee shall hold Confidential Information in strict confidence during and after employment and shall not disclose or use it except as required in the ordinary course of duties or with Employer’s prior written consent.

5.2 Non-Competition

(a) For the Restrictive Period, Employee shall not, within [GEOGRAPHIC SCOPE – e.g., any county in MS in which Employer does business], engage, whether as owner, employee, consultant, or otherwise, in any business that competes with Employer’s [DESCRIBE BUSINESS LINES].
(b) The parties acknowledge that:
(i) This restriction is necessary to protect legitimate business interests;
(ii) The scope, duration, and geographic area are reasonable; and
(iii) Mississippi courts may partially enforce or blue-pencil overbroad provisions to the maximum extent permitted by law.

5.3 Non-Solicitation

For the Restrictive Period, Employee shall not (a) solicit or induce any employee to leave Employer, or (b) solicit the business of any customer or prospective customer with whom Employee had material contact during the last 12 months of employment.

5.4 Non-Disparagement

Employee shall not make statements intended to harm Employer’s reputation; nothing herein limits statutory rights to engage in protected concerted activity or truthful testimony.

5.5 Compliance & Notice Obligations

Employee shall promptly notify Employer of (a) any governmental inquiry relating to Employer, (b) any potential conflict of interest, and (c) any threatened litigation relating to employment.

6. DEFAULT & REMEDIES

6.1 Events of Default

(a) Employee: breach of Sections 3.1–3.7 or Article 5; commission of Cause event.
(b) Employer: material breach of compensation obligations; failure to cure Good Reason events.

6.2 Notice and Cure

Except for termination for Cause, the non-breaching party shall give [10] days’ written notice and opportunity to cure.

6.3 Termination Outcomes

(a) By Employer Without Cause or by Employee for Good Reason – payment of (i) earned but unpaid Base Salary, (ii) accrued PTO, and (iii) vested Benefits per plan terms.
(b) By Employer for Cause or by Employee Voluntarily Without Good Reason – payment of items in 6.3(a)(i)–(ii) only.
(c) All other rights and remedies, including injunctive relief per Section 8.4, remain available.

6.4 Attorneys’ Fees

The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys’ fees, costs, and expenses.

7. RISK ALLOCATION

7.1 Indemnification by Employee

Employee shall indemnify, defend, and hold harmless Employer and its Affiliates from any loss, liability, or expense arising out of (a) Employee’s gross negligence, willful misconduct, or violation of law, (b) breach of this Agreement, or (c) unauthorized acts outside the scope of employment.

7.2 Limitation of Liability

To the fullest extent permitted by law, Employer’s aggregate liability to Employee for any claim relating to employment or this Agreement shall not exceed the total Base Salary and Benefits actually paid to Employee during the 12-month period immediately preceding the event giving rise to liability. This cap does not apply to amounts expressly owed under wage and hour laws.

7.3 Insurance

Employer shall maintain workers’ compensation insurance as required by Mississippi law and may maintain additional coverage in its discretion.

7.4 Force Majeure

Neither party shall be liable for failure to perform caused by events beyond its reasonable control (e.g., natural disasters, acts of war, epidemic, governmental action), provided the affected party gives prompt notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and any dispute arising hereunder shall be governed by the internal laws of the State of Mississippi, without regard to its conflict-of-law principles.

8.2 Forum Selection

Except as provided in Section 8.3 (Arbitration), the parties consent to exclusive jurisdiction and venue in the state courts located in [COUNTY], Mississippi.

8.3 Arbitration (Optional)

[OPTION A – STRIKE IF NOT USED]
Any claim (except for requests for injunctive relief per Section 8.4) shall be submitted to binding arbitration administered by [AAA/JAMS] in accordance with its employment arbitration rules. The arbitrator may award any remedy available in court, subject to the limitations in Article 7. Judgment on the award may be entered in any court of competent jurisdiction.

[// GUIDANCE: Delete Section 8.3 entirely if arbitration is not selected.]

8.4 Injunctive Relief (Limited Reservation)

The parties agree that Employer’s remedies at law for breach of Article 5 may be inadequate. Employer may seek temporary or preliminary injunctive relief in state court solely to preserve the status quo pending final resolution of the dispute. Any ultimate merits determination shall occur in accordance with Section 8.2 or 8.3, as applicable.

8.5 Jury Trial Waiver (Optional)

[OPTIONAL – DELETE IF NOT DESIRED]
TO THE EXTENT NOT PROHIBITED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

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. A waiver of any breach shall not operate as a waiver of any subsequent breach.

9.2 Assignment – Employee may not assign this Agreement or delegate duties without Employer’s prior written consent. Employer may assign to a successor by merger, consolidation, or sale of substantially all assets.

9.3 Successors & Assigns – This Agreement binds and inures to the benefit of the parties and their respective successors and permitted assigns.

9.4 Severability & Reformation – If any provision is held invalid or unenforceable, it shall be narrowed, blue-penciled, or severed to the minimum extent necessary, and the remaining provisions shall remain in full force.

9.5 Integration – This Agreement constitutes the entire understanding between the parties with respect to employment and supersedes all prior or contemporaneous oral or written agreements, except Employer’s incentive plan documents explicitly referenced herein.

9.6 Interpretation – Headings are for convenience only. “Including” means “including without limitation.”

9.7 Counterparts; Electronic Signature – This Agreement may be executed in counterparts, each of which is deemed an original, and may be delivered by electronic means (e.g., PDF or electronic signature) with the same force and effect as an original.

10. EXECUTION BLOCK

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

[OPTIONAL NOTARIZATION BLOCK – insert if required by corporate policy.]

[// GUIDANCE: Before release to client, verify:
• Restrictive Period reasonableness (duration, geography).
• Compliance with MS statutory notice requirements for arbitration and jury waiver, if selected.
• Integration with handbook and benefit plan references.
• Alignment of liability cap with any executive pay severance obligations.]