EMPLOYMENT AGREEMENT
(MONTANA – AT-WILL WITH STATUTORY EXCEPTIONS)
[// GUIDANCE: This template is drafted for private-sector, non-unionized employees. Confirm applicability if Employee is covered by a collective-bargaining agreement or is a public employee.]
TABLE OF CONTENTS
- Definitions
- Engagement & Duties
- Compensation & Benefits
- Term; Probationary Period; Termination
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution
1. DEFINITIONS
For purposes of this Agreement, the following terms have the meanings set forth below. Capitalized terms used but not defined have the meanings ascribed in the Section in which they first appear.
“Agreement” – This Employment Agreement, including all exhibits and schedules, as amended from time to time.
“At-Will Period” – The Probationary Period (defined below) during which Employer may terminate Employee for any lawful reason, with or without Cause or notice, subject to the limitations of the Montana Wrongful Discharge from Employment Act (“WDEA”).
“Business” – The business of Employer as conducted on the Effective Date and any reasonable extension thereof.
“Cause” – (a) Employee’s material breach of this Agreement or Employer policy after written notice and failure to cure within ten (10) days; (b) willful misconduct, fraud, or dishonesty; (c) conviction of, or plea of nolo contendere to, a felony or any crime involving moral turpitude; or (d) gross negligence or willful failure to perform assigned duties.
“Confidential Information” – All non-public information of Employer, whether oral, written, digital, or otherwise, including trade secrets, financial data, business plans, customer lists, and proprietary technology.
“Effective Date” – [EFFECTIVE_DATE].
“Employee” – [EMPLOYEE_NAME].
“Employer” – [EMPLOYER_NAME], a [STATE_OF_ORG] [ENTITY_TYPE].
“Good Cause” – For purposes of termination after the Probationary Period, “good cause” has the meaning assigned by the WDEA and includes, without limitation, reasonable job-related grounds based on (i) Employee’s failure to satisfactorily perform duties, (ii) Employee’s material or repeated violation of Employer policies, or (iii) Employer’s bona fide business requirements.
“Probationary Period” – The first [PROBATION_LENGTH] months of employment, not to exceed six (6) months unless expressly stated herein not to exceed eighteen (18) months, consistent with Mont. Code Ann. Title 39, Ch. 2, Part 9.
“Restricted Period” – The twelve (12)-month period following the Termination Date.
“Termination Date” – The effective date of any termination of employment under Section 4.
2. ENGAGEMENT & DUTIES
2.1 Position. Employer hereby employs Employee as [JOB_TITLE]. Employee accepts such employment and agrees to perform the duties customarily associated with the position and such other lawful duties as Employer may reasonably assign.
2.2 Full-Time Efforts. Employee shall devote full working time and best efforts to the Business, comply with all lawful directives, and adhere to Employer’s written policies as amended from time to time.
2.3 Location. Primary place of employment shall be [WORK_LOCATION]; however, Employee agrees to reasonable travel as necessary to perform duties.
2.4 Compliance. Employee shall comply with all applicable laws, regulations, and professional standards.
3. COMPENSATION & BENEFITS
3.1 Salary. Employer shall pay Employee a base salary of $[ANNUAL_SALARY] per annum, payable in accordance with Employer’s standard payroll practices and subject to customary withholdings.
3.2 Bonus. Employee [IS/IS NOT] eligible for a discretionary bonus pursuant to Employer’s bonus plan as may be adopted or amended.
3.3 Benefits. Employee shall be eligible to participate in Employer’s benefit plans (health, retirement, etc.) on the same basis as similarly-situated employees, subject to plan terms.
3.4 Business Expenses. Employer shall reimburse Employee for reasonable, documented business expenses incurred in the ordinary course, consistent with Employer policy and Internal Revenue Code requirements.
3.5 Withholdings. All payments are subject to deduction for federal, state, and local taxes and any other amounts required by law or authorized in writing by Employee.
4. TERM; PROBATIONARY PERIOD; TERMINATION
4.1 Term. Employment shall commence on the Effective Date and continue until terminated pursuant to this Section.
4.2 Probationary Period; At-Will Employment. During the Probationary Period, employment is at-will. Either Party may terminate employment at any time, with or without Cause or advance notice, consistent with Sections 4.4 and 4.5.
4.3 Employment After Probationary Period. Upon completion of the Probationary Period, Employer may terminate Employee only for Good Cause or for a bona fide business reason as defined by the WDEA. Employee may terminate employment at any time for any reason upon [NOTICE_DAYS] days’ written notice.
4.4 Employer Termination. Employer may terminate at any time:
(a) For Cause (immediate, no severance);
(b) Without Cause during the At-Will Period (no severance);
(c) For Good Cause after the Probationary Period (no severance); or
(d) For bona fide business reasons such as reduction-in-force (severance as required by WDEA).
4.5 Employee Resignation. Employee may resign at any time upon [NOTICE_DAYS] days’ written notice. Employer may waive all or part of such notice period and accelerate the Termination Date without converting the resignation into a discharge.
4.6 Post-Termination Obligations. Sections 6, 7, 8, 9, and any other provisions that by their nature should survive termination shall survive.
4.7 Statement of Reasons. Upon written request by Employee within fifteen (15) days of discharge, Employer will provide a written statement of the reasons for termination within fourteen (14) days, consistent with WDEA requirements.
[// GUIDANCE: Montana law obligates the employer to furnish a discharge statement on timely request; failure to comply may limit defenses in litigation.]
5. REPRESENTATIONS & WARRANTIES
5.1 Mutual Authority. Each Party represents that it has full authority to enter and perform this Agreement and that doing so will not violate any other agreement.
5.2 Employee Specific. Employee represents that:
(a) Employee is not subject to any agreement that would conflict with Employee’s obligations hereunder;
(b) All information provided in the hiring process is true and complete; and
(c) Employee has disclosed any restrictive covenants from prior employment.
5.3 Survival. The representations and warranties in this Section survive termination of employment.
6. COVENANTS & RESTRICTIONS
6.1 Confidentiality. Employee shall not, during or after employment, use or disclose Confidential Information except in performance of duties or as required by law.
6.2 Return of Property. Upon termination, Employee shall return all Employer property, including documents and electronic files.
6.3 Non-Solicitation. During employment and throughout the Restricted Period, Employee shall not, directly or indirectly, solicit or induce any employee, contractor, or customer of Employer to terminate or reduce its relationship with Employer.
6.4 Limited Non-Compete. Employee agrees that during employment and for the Restricted Period, Employee will not engage in employment or business activities that are in direct competition with the Business within [GEOGRAPHIC_RADIUS] miles of [PRIMARY_MARKET], provided that such restriction is narrowly tailored to protect Employer’s legitimate business interests and shall be interpreted to comply with Montana law. If a court of competent jurisdiction finds this covenant overbroad, the covenant shall be reformed to the minimum extent necessary for enforceability.
[// GUIDANCE: Montana courts apply a reasonableness test to employee non-competes. Narrow scope, limited duration, and clear definition of “Business” are critical for enforcement.]
6.5 Inventions Assignment. Employee hereby assigns to Employer all right, title, and interest in any inventions or works created within the scope of employment or with Employer resources, to the extent permitted by Mont. Code Ann. § 39-2-303.
7. DEFAULT & REMEDIES
7.1 Events of Default. The following constitute defaults:
(a) Employee’s breach of Sections 6 or 8;
(b) Employer’s material breach of payment obligations after written notice and ten (10)-day cure period.
7.2 Remedies.
(a) Injunctive Relief. The Parties agree that a breach of Section 6 would cause irreparable harm. Subject to Section 9.3, Employer may seek specific performance or injunctive relief without posting bond beyond that required by statute.
(b) Monetary Damages. Either Party may pursue actual damages and any remedies available at law or equity, subject to the limitations in Section 8.2.
(c) Attorney Fees. The prevailing Party in any action to enforce this Agreement is entitled to reasonable attorney fees and costs.
8. RISK ALLOCATION
8.1 Indemnification by Employee. Employee shall indemnify, defend, and hold Employer and its affiliates harmless from any third-party claims, damages, or expenses (including reasonable attorney fees) arising out of Employee’s gross negligence, willful misconduct, or material breach of this Agreement.
8.2 Limitation of Liability. Except for (i) liability that cannot legally be limited, (ii) Employee’s indemnity obligations, and (iii) Employer’s obligation to pay wages and benefits earned, Employer’s aggregate liability to Employee for any claim relating to employment (whether in contract, tort, or otherwise) shall not exceed the total of Employee’s base salary and benefits for the twelve (12)-month period immediately preceding the event giving rise to the claim.
8.3 Insurance. Employer maintains workers’ compensation and other insurance as required by law and may, at its sole discretion, maintain additional coverage.
8.4 Force Majeure. Neither Party is liable for failure to perform due to causes beyond reasonable control, provided the affected Party gives prompt notice and resumes performance as soon as practicable.
9. DISPUTE RESOLUTION
9.1 Governing Law. This Agreement and any dispute arising hereunder are governed by the laws of the State of Montana, without regard to conflict-of-laws principles.
9.2 Forum Selection. Subject to Section 9.3, the state courts located in [COUNTY], Montana, have exclusive jurisdiction over any action arising under this Agreement.
9.3 Arbitration (Optional). If the Parties check the box below, any dispute (except requests for temporary or preliminary injunctive relief under Section 7.2(a)) shall be finally resolved by binding arbitration in [CITY], Montana, administered by the American Arbitration Association under its Employment Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
[ ] Arbitration Elected [ ] Arbitration Not Elected
9.4 Jury Trial Waiver (Optional). IF PERMITTED BY LAW AND ELECTED BELOW, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING FROM THIS AGREEMENT.
[ ] Jury Waiver Elected [ ] Jury Waiver Not Elected
10. GENERAL PROVISIONS
10.1 Amendment & Waiver. No amendment or waiver is effective unless in writing and signed by both Parties. A waiver of any breach shall not constitute a waiver of any other or subsequent breach.
10.2 Assignment. Employee may not assign or delegate any rights or obligations without Employer’s prior written consent. Employer may assign this Agreement to a successor in interest.
10.3 Severability; Reformation. If any provision is unenforceable, it shall be severed or reformed to the minimum extent necessary to preserve the Parties’ intent and the remainder of the Agreement shall remain in effect.
10.4 Entire Agreement. This Agreement, together with any exhibits and Employer policies expressly incorporated herein, constitutes the entire agreement between the Parties and supersedes all prior understandings, whether oral or written, regarding the subject matter.
10.5 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 via electronic means (e.g., DocuSign, PDF) are deemed original and binding.
10.6 Notices. All notices must be in writing and delivered (i) personally, (ii) by certified mail, return receipt requested, or (iii) by nationally-recognized overnight courier to the addresses below or such other address as a Party may designate in writing. Notices are effective upon receipt.
Employer Notice Address:
[EMPLOYER_NOTICE_ADDRESS]
Employee Notice Address:
[EMPLOYEE_NOTICE_ADDRESS]
11. EXECUTION
IN WITNESS WHEREOF, the Parties hereto have executed this Employment Agreement as of the Effective Date.
| Employer | Employee |
|---|---|
| _____ | _____ |
| Name: [AUTHORIZED_SIGNATORY] | Name: [EMPLOYEE_NAME] |
| Title: [AUTH_SIGNATORY_TITLE] | |
| Date: ____ | Date: ____ |
[// GUIDANCE: Notarization is not required for validity under Montana law but may be added for evidentiary purposes. Consider adding witness lines if company policy so requires.]