Employment Contract - At-Will - North Dakota

LEGAL NOTICE
This template is for general informational purposes only and is not legal advice. No attorney-client relationship is formed by its use. North Dakota counsel must review the employment facts, compensation plans, policies, and every optional rider before use.

AT-WILL EMPLOYMENT AGREEMENT

(North Dakota)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Employment, Duties & Compensation
4. Representations
5. Confidentiality, Work Product & Protected Activity
6. Separation & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

This AT-WILL EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of [EFFECTIVE DATE] by and between:

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

Employer and Employee are each a “Party” and together the “Parties.” The compensation, benefits, and mutual promises below are the consideration for this Agreement.

2. DEFINITIONS

“Cause” means [DEFINE PRECISELY IF USED FOR A BONUS, EQUITY, OR OTHER CONTRACTUAL CONSEQUENCE]. Cause does not change the at-will relationship unless this Agreement expressly states otherwise.

“Confidential Information” means Employer's nonpublic business, technical, financial, customer, vendor, and trade-secret information. It excludes information that Employee can document (a) became public without Employee's breach, (b) was lawfully known to Employee without a confidentiality duty, or (c) was lawfully received from a third party without a confidentiality duty.

“Work Product” means inventions, works of authorship, designs, developments, and other specifically identified work created within the scope of Employee's duties for Employer, subject to Section 5.3.

3. EMPLOYMENT, DUTIES & COMPENSATION

3.1 At-Will Employment; Notice

(a) This employment has no specified term. Under N.D. Cent. Code § 34-03-01, either Party may terminate it at will by giving notice to the other, except where controlling law or an enforceable express agreement provides otherwise.

(b) Notice of termination may be effective immediately. No advance-notice period is promised unless a separately signed provision expressly states one. Any requested transition notice is a professional courtesy and does not authorize forfeiture of earned compensation or an automatic damages award.

(c) A handbook, policy, oral statement, or course of dealing does not promise employment for a definite term. Any change to at-will status must be in an express written agreement signed by Employee and Employer's [AUTHORIZED OFFICER].

3.2 Position & Duties

(a) Position. Employee will serve as [JOB TITLE], report to [SUPERVISOR TITLE], and primarily work at [LOCATION].

(b) Duties. Employee will perform the duties in Exhibit A and other lawful, reasonably related duties assigned by Employer.

(c) Policies. Employee will comply with lawful written policies provided by Employer. No policy waives a right that controlling law makes nonwaivable.

3.3 Compensation and Paydays

(a) Base Pay. Employer will pay Employee [AMOUNT] per [PAY PERIOD], less deductions and withholdings permitted by law.

(b) Regular Payday. Employer will pay wages at least once each calendar month on regular agreed paydays designated in advance, using a payment method permitted by § 34-14-02. If Employer offers a stored-value card, Employee may elect whether to use it and the statutory issuer, insurance, funding, and fee requirements apply.

(c) Bonus or Commission. [DESCRIBE PLAN, OBJECTIVE CONDITIONS, EARNING DATE, CALCULATION METHOD, AND PAYMENT DATE, OR STATE “NONE.”] A separate plan controls only if identified here and provided to Employee.

3.4 Deductions

(a) Employer will withhold compensation only as required by state or federal law, ordered by a court, or permitted by § 34-14-04.1.

(b) A recurring deduction must be authorized in writing. A nonrecurring deduction must be authorized in writing with its source specifically cited. A nonrecurring deduction for damage, breakage, shortage, or negligence must be authorized by Employee at the time of the deduction.

(c) This Agreement is not authorization for a particular deduction. An Employer claim against Employee does not itself permit wage withholding.

3.5 Benefits, Leave & Expenses

(a) Employee may participate in benefit plans and leave policies for which Employee is eligible, subject to their controlling terms and applicable law.

(b) Employer will reimburse reasonable, properly documented business expenses under [EXPENSE POLICY].

(c) No vacation, separation, holiday, or other benefit is promised except as stated in this Agreement, an identified plan, or a written Employer policy.

4. REPRESENTATIONS

4.1 Mutual Authority. Each Party represents that the Party has authority to enter into this Agreement.

4.2 Employee Commitments. Employee represents that Employee (a) has disclosed any existing restriction that could materially interfere with the assigned duties, (b) will not bring to Employer or use another person's confidential information without authorization, and (c) will maintain any license legally required for the position.

4.3 No Waiver by Representation. Nothing in this Article waives a statutory right, shifts Employer's legal compliance duties, or makes Employee responsible for Employer's ordinary business losses.

5. CONFIDENTIALITY, WORK PRODUCT & PROTECTED ACTIVITY

5.1 Confidentiality

Employee will use Confidential Information only for Employer's lawful business and protect it from unauthorized disclosure while it remains confidential. This duty does not prohibit a disclosure authorized by Employer or protected or required by law.

5.2 Protected Reports and Communications

Nothing in this Agreement prohibits or requires advance notice or approval for Employee to:

• make a good-faith report protected by N.D. Cent. Code § 34-01-20;
• participate when requested by a public body or official in an investigation, hearing, or inquiry;
• refuse an Employer order as § 34-01-20(1)(c) permits, including informing Employer of the legally grounded refusal;
• file or participate in an agency charge or investigation;
• testify truthfully or comply with legal process; or
• consult Employee's attorney.

Section 34-01-20 requires an objective factual basis for a protected refusal and notice to Employer of the reason. This Section does not authorize unlawful acquisition or access to information.

5.3 Work Product

Employee assigns to Employer the Work Product created within the scope of Employee's employment and specifically described in [IP SCHEDULE / INVENTIONS RIDER]. Employee will sign reasonable documents needed to confirm that assignment, at Employer's expense. Pre-existing or excluded material should be listed in [SCHEDULE]. Any broader invention assignment must appear in a separately signed rider reviewed by North Dakota counsel.

5.4 Federal Trade-Secret Immunity Notice

Under 18 U.S.C. § 1833(b), an individual is not criminally or civilly liable under federal or state trade-secret law for disclosing a trade secret (a) in confidence to a federal, state, or local government official, directly or indirectly, or to an attorney, solely to report or investigate a suspected legal violation; or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding. An individual suing an employer for retaliation may disclose the trade secret to the individual's attorney and use it in the proceeding if filings containing it are made under seal and disclosure otherwise occurs only by court order. The statute's definition of employee includes contractors and consultants.

5.5 Post-Employment Restraints

This Agreement imposes no post-employment noncompetition, customer or employee nonsolicitation, or noninterference covenant. N.D. Cent. Code § 9-08-06 makes a contract restraining a lawful profession, trade, or business void except for its limited business-goodwill and owner-separation exceptions. Confidentiality duties do not prohibit lawful competition or protected activity.

5.6 Return of Property

On request or separation, Employee will return Employer property, subject to lawful record-retention, protected-reporting, and litigation-preservation rights.

6. SEPARATION & REMEDIES

6.1 Separation Notice

Either Party may end employment by notice under Section 3.1. The notice should identify the effective date and a current address or agreed payment method for final wages.

6.2 Final Wages

(a) Upon discharge, voluntary separation, or suspension resulting from an industrial dispute, unpaid wages or compensation are due on the regular paydays established in advance for the periods worked. When Employer discharges or terminates Employee, Employer will pay by certified mail to Employee's designated address or as the Parties otherwise agree, as § 34-14-03 provides.

(b) If Employer misses the statutory payment time, § 34-14-03 permits the employee to collect the agreed wage for each day of default until full payment, capped at 30 days.

(c) In a wage dispute, Employer will give written notice of the amount conceded to be due, less an amount Employee concedes is owed to Employer, and pay that net amount without condition. Acceptance does not release the balance of Employee's claim. § 34-14-04.

(d) Employer will pay any vacation, expense reimbursement, bonus, commission, or other benefit required by a controlling agreement, plan, policy, or law.

6.3 Remedies

Each Party may pursue proven damages and relief authorized by controlling law or an enforceable agreement. This Agreement does not predetermine a prevailing party, establish irreparable harm, waive a defense or bond requirement, or guarantee injunctive relief.

7. RISK ALLOCATION

7.1 Responsibility for Conduct

Each Party remains responsible to the extent provided by applicable law for that Party's own fraud, willful misconduct, and material breach. Employee has no general duty under this Agreement to defend or indemnify Employer, and Employer may not recover a claimed loss through a deduction that fails § 34-14-04.1.

7.2 Limitation of Liability

No contractual cap applies to earned wages, promised benefits, whistleblower or retaliation remedies, statutory damages or penalties, attorneys' fees, or liability that cannot lawfully be waived or limited. N.D. Cent. Code § 9-08-02 makes contracts designed to exempt a person from responsibility for that person's fraud, willful injury, or violation of law contrary to public policy. Any negotiated cap for a distinct commercial obligation must appear in a separately signed rider reviewed by North Dakota counsel.

7.3 Insurance

[OPTIONAL: “Employer will maintain workers' compensation and other insurance required by applicable law.”]

7.4 Emergencies

An emergency does not excuse wage payment or another duty that controlling law makes nonwaivable.

8. DISPUTE RESOLUTION

8.1 Governing Law

North Dakota law governs this Agreement, without regard to conflict-of-laws rules, except where controlling law requires otherwise.

8.2 Forum Selection

For claims the Parties may lawfully confine to a judicial forum, they consent to jurisdiction and venue in the state courts located in [COUNTY], North Dakota. Nothing restricts access to a government agency or a forum that controlling law makes available.

8.3 Arbitration (Optional Separate Rider)

Arbitration applies only if both Parties sign a separate rider identifying covered claims, preserving agency access and nonwaivable remedies, allocating costs lawfully, and providing a neutral process. North Dakota counsel must review the rider under current state and federal law.

8.4 Jury Trial Waiver (Optional Separate Rider)

Any jury waiver must appear in a separately signed rider reviewed by North Dakota counsel and applies only to the extent lawful and enforceable.

8.5 Injunctive Relief

A Party may request narrowly tailored provisional or permanent relief but must prove every requirement imposed by applicable law. This Agreement creates no presumption of harm or entitlement to equitable relief.

9. GENERAL PROVISIONS

9.1 Amendment & Waiver

An amendment or waiver must be in a writing signed by both Parties. A waiver on one occasion is not a waiver on another. No amendment or waiver alters a statutory rule that the Parties cannot privately change.

9.2 Assignment

Employee may not assign duties under this Agreement. Employer may assign this Agreement to a successor by merger, reorganization, or sale of substantially all relevant assets, subject to applicable law.

9.3 Severability

If a provision is held invalid or unenforceable, it will be severed or enforced only to the lawful extent permitted by the controlling tribunal, and the remainder will continue in effect. This clause does not require a tribunal to rewrite a provision or post-employment restraint.

9.4 Integration

This Agreement and its identified exhibits and riders constitute the Parties' entire agreement on its subject matter. A benefit plan's controlling document governs that plan if this Agreement conflicts with it.

9.5 Notices

Notices under this Agreement must be written and delivered by personal delivery, nationally recognized overnight courier, certified mail, or email with confirmed receipt, to the addresses on the signature page or an updated address given by notice. A termination notice is effective when communicated, except where controlling law or an enforceable express provision requires otherwise.

9.6 Counterparts; Electronic Signatures

The Parties may sign counterparts and may use an accepted electronic-signature process to the extent they consent and applicable law permits.

10. EXECUTION BLOCK

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

EXHIBIT A – JOB DESCRIPTION

[Attach duties, reporting lines, and performance expectations.]

EXHIBIT B – BONUS / COMMISSION PLAN

[Attach or identify the controlling plan, if any.]

SCHEDULE – PRE-EXISTING AND EXCLUDED MATERIAL

[List material Employee identifies as pre-existing or excluded.]

Sources and References

• N.D. Cent. Code ch. 34-03, including § 34-03-01
• N.D. Cent. Code ch. 34-14, including §§ 34-14-02 to 34-14-04.1
• N.D. Cent. Code ch. 34-01, including § 34-01-20
• N.D. Cent. Code ch. 9-08, including §§ 9-08-02 and 9-08-06
• 18 U.S.C. § 1833