NORTH CAROLINA AT-WILL EMPLOYMENT AGREEMENT

(Comprehensive Template – Ready for Legal Customization)

[// GUIDANCE: This template is drafted to comply with North Carolina (“NC”) employment law while preserving the parties’ flexibility. Bracketed items [LIKE THIS] must be completed or tailored before use. Remove all guidance comments before final execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Employment Relationship & Term
   3.2 Position, Duties & Performance Standards
   3.3 Compensation & Benefits
   3.4 Business Expenses
   3.5 Policies & Handbooks
4. Representations & Warranties
5. Covenants & Restrictions
   5.1 Confidential Information
   5.2 Intellectual Property
   5.3 Restrictive Covenants (Non-Compete, Non-Solicit, Non-Disparagement)
6. Default & Remedies
7. Risk Allocation
   7.1 Indemnification
   7.2 Limitation of Liability
   7.3 Insurance
   7.4 Force Majeure
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

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

Recitals

A. Company desires to employ Employee, and Employee desires to accept such employment, on the terms and conditions set forth herein.
B. Adequate consideration exists including but not limited to the mutual promises herein and Employee’s access to Confidential Information (defined below).

NOW, THEREFORE, in consideration of the foregoing and the covenants herein, the parties agree as follows:

2. DEFINITIONS

For clarity, capitalized terms have the meanings below. Terms defined elsewhere, by context, or by statutory reference shall carry such meanings.

“Agreement” – This Employment Agreement, inclusive of all schedules and exhibits.
“Benefit Plans” – The employee benefit plans and programs made available to similarly situated employees of Company as amended from time to time.
“Cause” – (a) Gross negligence or willful misconduct in the performance of duties; (b) Material breach of this Agreement or written Company policies; (c) Conviction or plea of guilty/no contest to a felony or crime involving moral turpitude; (d) Fraud, embezzlement, or misappropriation of Company property; or (e) Any act or omission that, in Company’s reasonable judgment, materially harms Company’s business or reputation.
“Confidential Information” – All non-public information, in any form, relating to Company or its affiliates, including trade secrets as defined in N.C. Gen. Stat. § 66-152(3).
“Disability” – A physical or mental impairment rendering Employee unable to perform the essential functions of the Position (defined below) for a period of [90] consecutive days or [120] days in any [12-month] period, with or without reasonable accommodation.
“Effective Date” – The date first written above.
“Good Reason” – (i) Material reduction in base salary; (ii) Material diminution of primary duties; or (iii) Relocation of primary worksite by more than [50] miles, in each case unremedied within thirty (30) days after written notice from Employee.
“Protected Activity” – Reporting or opposing unlawful conduct, filing a charge, or assisting in investigations under applicable law, including whistleblower activity protected by 18 U.S.C. § 1833(b) and N.C. Gen. Stat. § 95-241.
“Territory” – [SPECIFY GEOGRAPHIC SCOPE—e.g., counties or states where Employee actively services customers on behalf of Company].

[// GUIDANCE: Add additional defined terms as needed to match substantive provisions.]

3. OPERATIVE PROVISIONS

3.1 Employment Relationship & Term

(a) At-Will. Employment is “at-will,” meaning either party may terminate the employment relationship at any time, with or without Cause, Good Reason, or advance notice, subject to Section 3.3(f) (Final Pay) and Section 6 (Default & Remedies). Nothing herein creates a promise of continued employment.
(b) State-Specific Exceptions. Nothing in this Agreement permits termination for reasons that violate:
i. Title VII of the Civil Rights Act, 42 U.S.C. §§ 2000e et seq.;
ii. North Carolina Retaliatory Employment Discrimination Act (REDA), N.C. Gen. Stat. §§ 95-241 et seq.; or
iii. Any other applicable anti-discrimination, wage-and-hour, or public-policy statute or regulation.

[// GUIDANCE: NC law imposes no statutory notice of termination. A discretionary notice clause is included below.]

(c) Optional Notice. Either party may (but is not required to) provide [TWO (2) WEEKS] written notice of termination. Company may elect to pay Employee in lieu of working the notice period.

3.2 Position, Duties & Performance Standards

(a) Position. Employee is hired as [TITLE] (the “Position”) reporting to [SUPERVISOR TITLE].
(b) Duties. Employee shall perform all lawful duties customarily associated with the Position and any other duties reasonably assigned.
(c) Efforts. Employee shall devote full working time and best efforts to Company business, comply with all lawful instructions, and act in Company’s best interests.
(d) Work Location & Schedule. Primary worksite: [ADDRESS OR REMOTE]. Normal business hours: [HOURS], subject to business needs.
(e) Compliance. Employee will comply with all applicable laws, regulations, and Company policies.

3.3 Compensation & Benefits

(a) Base Salary. Company shall pay Employee an annualized base salary of [$___], payable in accordance with Company’s regular payroll cycle and subject to withholdings required by law.
(b) Incentive Compensation. Employee [is/is not] eligible for bonuses under [BONUS PLAN NAME], as may be amended. Payment of any bonus is contingent on continued employment through the payment date unless otherwise required by law.
(c) Benefits. Employee will be eligible to participate in the Benefit Plans, subject to their terms. Company reserves the right to amend or terminate any Benefit Plan.
(d) Vacation & Leave. Employee shall accrue [X] hours of paid vacation per [year], in addition to leave required by law and Company policy.
(e) Expense Reimbursement. Company shall reimburse reasonable, properly documented business expenses in accordance with Company policy.
(f) Final Pay. Upon termination, Company will pay all wages earned and due through the termination date, plus any accrued but unused vacation required to be paid under Company policy or applicable law, within the timeframe required by N.C. Gen. Stat. § 95-25.6.

3.4 Business Expenses

Employee shall submit expense reports with receipts within [30] days of incurring the expense. Reimbursements will be processed within [15] days of approval.

3.5 Policies & Handbooks

All Company policies, handbooks, and codes of conduct (collectively, “Policies”) are incorporated by reference. Policies may be modified at Company’s discretion, provided such modifications do not contravene applicable law or this Agreement.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations. Each party represents and warrants that it has full power and authority to execute and perform under this Agreement.
4.2 Employee Representations. Employee further represents that:
(a) Employee is not party to any agreement that would conflict with or limit performance under this Agreement;
(b) Employee will not disclose to Company or use in Company’s business any confidential information belonging to a prior employer or third party; and
(c) All information provided to Company in connection with Employee’s employment (including résumé and credential information) is true, complete, and not misleading.
4.3 Survival. Sections 4, 5, 6, 7, 8, and any other provisions that by their nature should survive, shall survive termination of employment.

5. COVENANTS & RESTRICTIONS

5.1 Confidential Information

(a) Non-Disclosure. Employee shall not, during or after employment, disclose or use Confidential Information except as required in the course of employment.
(b) Immunity Notice. Pursuant to 18 U.S.C. § 1833(b), Employee is notified that an individual shall not be held criminally or civilly liable under any federal or state trade-secret law for disclosure of a trade secret that (i) is made in confidence to a government official or attorney solely for reporting or investigating a suspected violation of law; or (ii) is made in a document filed in a lawsuit under seal.
(c) Return of Property. Upon termination, Employee shall immediately return all Company property, including documents and electronic data.

5.2 Intellectual Property

All Work Product (defined below) created by Employee during employment and within the scope of employment shall be “work made for hire” and the sole property of Company. Employee hereby assigns to Company all right, title, and interest in such Work Product. “Work Product” includes any inventions, designs, developments, or other works of authorship conceived or reduced to practice by Employee, individually or jointly, in the course of employment.

5.3 Restrictive Covenants

(a) Non-Competition. In consideration of employment and access to Confidential Information, Employee agrees that for [12–24] months following termination (the “Restricted Period”) Employee shall not, within the Territory, engage in or assist any business that competes with Company’s [SPECIFY LINE OF BUSINESS], except passive investments of < [2]% in publicly traded entities.

[// GUIDANCE: Under NC law, a non-compete must be (1) in writing, (2) supported by valuable consideration, (3) reasonable as to time and territory, and (4) designed to protect a legitimate business interest. Time periods longer than 2 years are generally disfavored.]

(b) Non-Solicitation of Customers. During employment and for the Restricted Period, Employee shall not solicit, divert, or accept business from any customer or prospective customer with whom Employee had material contact during the [12] months preceding termination.
(c) Non-Solicitation of Employees. During employment and for the Restricted Period, Employee shall not, directly or indirectly, solicit or induce any Company employee to terminate or reduce such employment.
(d) Non-Disparagement. Employee shall not make any statement reasonably likely to harm Company’s reputation, except as required by law or Protected Activity.
(e) Reasonableness; Reformation. The parties agree the scope of this Section is reasonable. If any portion is found unenforceable, a court of competent jurisdiction may revise the provision to the minimum extent necessary to render it enforceable.

6. DEFAULT & REMEDIES

6.1 Events of Default.
(a) Employee Default: (i) Material breach of this Agreement or Policies; (ii) Failure to perform duties; or (iii) Acts constituting Cause.
(b) Company Default: (i) Failure to pay compensation when due; or (ii) Material breach of this Agreement.

6.2 Notice & Cure. The non-defaulting party shall give written notice describing the default. The defaulting party shall have [10] days (monetary default) or [30] days (non-monetary default) to cure, if curable.

6.3 Remedies.
(a) Equitable Relief. Notwithstanding the “limited” injunctive mandate, Company may seek injunctive relief solely to enforce Section 5 (Confidentiality & Restrictive Covenants).
(b) Damages. The non-defaulting party may recover direct damages subject to Section 7.2 (Limitation of Liability).
(c) Attorneys’ Fees. The prevailing party in any action to enforce this Agreement shall be entitled to reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Indemnification

(a) By Employee. Employee shall indemnify, defend, and hold harmless Company and its affiliates, and their respective officers, directors, and employees (“Company Indemnitees”), from and against any third-party claim, damage, or cost (including reasonable attorneys’ fees) arising from Employee’s (i) willful misconduct, gross negligence, or violation of law outside the scope of employment; or (ii) breach of Section 5.
(b) By Company. Company shall indemnify and hold Employee harmless from third-party claims arising from actions taken in good-faith performance of Employee’s duties, except to the extent resulting from Employee’s gross negligence or willful misconduct. Company may provide such indemnity through directors and officers liability insurance or other insurance as determined by the Board.

7.2 Limitation of Liability

Except for (i) a party’s indemnification obligations under Section 7.1, (ii) a breach of Section 5, or (iii) liability that cannot be limited under applicable law, each party’s aggregate liability to the other shall not exceed an amount equal to the total base salary and accrued but unpaid benefits paid or payable to Employee during the twelve (12) months immediately preceding the event giving rise to the claim.

7.3 Insurance

Company shall maintain workers’ compensation and employer’s liability insurance as required by North Carolina law and, at its discretion, may maintain additional coverages. Employee agrees to cooperate in claims administration.

7.4 Force Majeure

Neither party shall be liable for failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, or governmental action, provided that the affected party promptly notifies the other and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to conflict-of-laws principles.

8.2 Forum Selection. Subject to Section 8.3 (Arbitration), the parties agree that any suit, action, or proceeding shall be brought exclusively in the state courts located in [COUNTY], North Carolina, and each party irrevocably submits to such jurisdiction.

8.3 Arbitration. [OPTIONAL: If selected, include the following clause; otherwise delete]
“Any dispute arising out of or related to this Agreement shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules. The arbitration shall take place in [CITY, NC] before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.”

8.4 Jury Waiver. [OPTIONAL: The parties hereby waive their constitutional and statutory rights to a trial by jury to the fullest extent permitted by law.]

8.5 Injunctive Relief Carve-Out. Notwithstanding any agreement to arbitrate, Company may seek temporary or preliminary injunctive relief in a state court of competent jurisdiction solely to prevent threatened or actual breach of Section 5.

9. GENERAL PROVISIONS

9.1 Amendment & Waiver. This Agreement may be amended only by a writing signed by both parties. No waiver shall be effective unless in writing and signed by the waiving party; a waiver on one occasion shall not be deemed a waiver on any future occasion.

9.2 Assignment & Delegation. Employee may not assign any rights or delegate any duties under this Agreement. Company may assign this Agreement to any successor by merger, consolidation, asset sale, or similar transaction.

9.3 Successors & Assigns. This Agreement shall bind and benefit the parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

9.4 Severability & Reformation. If any provision is held unenforceable, the remaining provisions shall remain in effect, and the invalid provision shall be modified to the minimum extent necessary to render it valid and enforceable.

9.5 Integration. This Agreement, together with referenced Policies, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior oral or written understandings.

9.6 Counterparts & Electronic Signatures. This Agreement may be executed in separate counterparts (each deemed an original), including by electronic signature, facsimile, or PDF, all of which together constitute one instrument.

10. EXECUTION BLOCK

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

[// GUIDANCE: NC does not generally require notarization or witnesses for employment agreements. If corporate formalities or specific policies require, add witness or notary blocks.]

[// GUIDANCE: Review all bracketed placeholders, confirm compliance with current NC and federal law, and tailor restrictive covenants to the employee’s role and legitimate business interests before issuance.]