AT-WILL EMPLOYMENT AGREEMENT

(North Dakota)

[// GUIDANCE: This template is drafted for use by practicing attorneys in North Dakota. Customize bracketed items, remove guidance boxes, and review all provisions for client-specific suitability before release.]

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

1.1 Title; Parties.
This At-Will Employment Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER LEGAL NAME], a [STATE OF FORMATION] [corporation/limited liability company] with its principal place of business at [EMPLOYER ADDRESS] (“Employer”), and [EMPLOYEE NAME], residing at [EMPLOYEE ADDRESS] (“Employee”).

1.2 Recitals.
A. Employer desires to employ Employee, and Employee desires to accept such employment, on an at-will basis in accordance with North Dakota law.
B. The parties wish to set forth the terms and conditions of such employment.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein, the parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. Defined terms appear in bold and, unless otherwise stated, are applicable throughout this Agreement.

“Agreement” means this At-Will Employment Agreement, as amended or restated from time to time.

“At-Will Employment” has the meaning given in Section 3.1.

“Cause” means (i) Employee’s willful misconduct or gross negligence in the performance of Employee’s duties; (ii) Employee’s material breach of this Agreement or Employer policy that remains uncured for ten (10) days after written notice; (iii) Employee’s conviction of, or plea of nolo contendere to, a felony; or (iv) Employee’s material violation of any duty of loyalty to Employer.

“Compensation” means the aggregate of Base Salary, bonuses, and any other monetary remuneration payable to Employee under Section 3.4.

“Confidential Information” means all non-public information relating to Employer, its affiliates, clients, or vendors, in any form, including trade secrets, business plans, financial data, software, inventions, and personnel information, except information that (a) is or becomes publicly available through no breach of this Agreement, (b) is received from a third party without breach of any obligation, or (c) is independently developed without use of Confidential Information.

“Good Reason” means (i) a material reduction in Employee’s Base Salary, (ii) a material diminution in Employee’s authority, duties, or responsibilities, or (iii) relocation of Employee’s primary worksite by more than fifty (50) miles, in each case without Employee’s consent and not cured within thirty (30) days after written notice.

“Intellectual Property” or “IP” means all inventions, works of authorship, trade secrets, know-how, trademarks, and other proprietary rights created, conceived, or reduced to practice by Employee during employment and relating to Employer’s business.

“Term” has the meaning given in Section 3.2.

[// GUIDANCE: Add additional defined terms as needed for specialized positions or compensation structures.]

3. OPERATIVE PROVISIONS

3.1 Nature of Employment.
Employer employs Employee, and Employee accepts employment with Employer, at will. Either party may terminate the employment relationship at any time, with or without Cause or Good Reason, and with or without advance notice, subject to the notice obligations in Section 3.7 and payment of amounts due under Section 6.4. Nothing in this Agreement or in any Employer policy shall be construed to create an express or implied contract of continued employment, except as expressly set forth herein.

3.2 Term.
The term of employment (the “Term”) commences on the Effective Date and continues until terminated in accordance with this Agreement.

3.3 Position; Duties.
Employee shall serve as [POSITION TITLE], reporting to [TITLE OF SUPERVISOR], and shall perform the duties customarily associated with such position and such other duties as Employer may reasonably assign, consistent with North Dakota’s public-policy exception to at-will employment. Employee shall devote full working time and best efforts to Employer’s business.

3.4 Compensation.
(a) Base Salary. Employer shall pay Employee a base salary of $[AMOUNT] per [year/month], payable in accordance with Employer’s standard payroll practices and North Dakota Century Code (“N.D.C.C.”) § 34-14-02 (final wages due on the next regular payday).
(b) Incentive Compensation. [DESCRIBE BONUS/COMMISSION STRUCTURE OR “None.”]
(c) Equity Compensation. [DESCRIBE OR “None.”]

3.5 Benefits.
Employee shall be eligible to participate in Employer’s benefit plans made generally available to similarly situated employees, subject to plan terms and Employer’s right to amend or terminate such plans.

3.6 Expense Reimbursement.
Employer shall reimburse Employee for reasonable, documented business expenses incurred in good faith in the performance of duties, in accordance with Employer’s reimbursement policy.

3.7 Notice Obligations Upon Termination.
(a) Employee shall provide Employer with at least [NUMBER] days’ written notice of voluntary resignation.
(b) Employer shall provide Employee with written notice of termination but has no minimum notice obligation absent an enforceable express promise or reduction in force subject to the federal WARN Act or any applicable state analogue.
[// GUIDANCE: North Dakota does not mandate advanced notice of individual terminations; however, ND employers must comply with federal WARN for certain mass layoffs.]

3.8 Policies; Handbooks.
Employee agrees to abide by all Employer policies and handbooks, as amended from time to time, provided that no such policy shall supersede or modify the at-will nature of employment unless set forth in a signed writing by an authorized officer of Employer.

4. REPRESENTATIONS & WARRANTIES

4.1 Employee Representations. Employee represents and warrants that:
(a) Employee has the legal capacity to enter into this Agreement;
(b) Employee is not subject to any agreement, order, or restriction (including any non-competition agreement) that would interfere with Employee’s performance of duties;
(c) all information provided to Employer regarding Employee’s qualifications is true and correct in all material respects.

4.2 Employer Representations. Employer represents and warrants that:
(a) it is duly organized, validly existing, and in good standing under the laws of its state of formation;
(b) it has full power and authority to enter into and perform this Agreement;
(c) the execution of this Agreement has been duly authorized by all necessary corporate or limited liability company action.

4.3 Survival. The representations and warranties in this Section shall survive termination of this Agreement for a period of twelve (12) months.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality.
Employee shall hold all Confidential Information in strict confidence both during and after employment and shall not use or disclose Confidential Information except as required for Employer’s benefit or as otherwise permitted by law. Employee acknowledges that Employer may seek injunctive relief to prevent or remedy any breach of this Section.

5.2 Intellectual Property Assignment.
Employee hereby assigns to Employer all right, title, and interest in any IP conceived or developed, in whole or in part, during employment that (a) relates to Employer’s business or (b) is developed using Employer resources. Employee shall execute further documents necessary to perfect such rights. Pre-Existing IP specifically identified in Schedule A remains Employee’s property.

5.3 Non-Solicitation.
During employment and for twelve (12) months thereafter, Employee shall not, directly or indirectly:
(a) solicit or entice any employee of Employer to leave employment; or
(b) solicit business from any client or prospective client whom Employee serviced or about whom Employee received Confidential Information in the twelve (12) months preceding termination, for the purpose of providing competing products or services.
[// GUIDANCE: ND courts scrutinize non-solicitation clauses; keep duration and scope reasonable and tie to protection of trade secrets or goodwill.]

5.4 Non-Competition.
The parties acknowledge that under N.D.C.C. § 9-08-06, covenants restraining an individual from exercising a lawful profession, trade, or business are void except in the limited circumstances of a sale of business or partnership dissolution, neither of which applies here. Accordingly, no provision of this Agreement shall be construed to prohibit Employee from engaging in lawful employment after termination, except as expressly limited by Section 5.3 (Non-Solicitation) and Section 5.1 (Confidentiality).

5.5 Conflicts of Interest; Outside Activities.
Employee shall not engage in outside employment or activities that create an actual or perceived conflict of interest without prior written consent of Employer.

5.6 Compliance with Laws.
Employee shall comply with all applicable federal, state, and local laws, regulations, and ordinances, including all workplace safety and anti-discrimination statutes.

5.7 Notice of Immunity Under the Defend Trade Secrets Act.
Pursuant to 18 U.S.C. § 1833(b), Employee 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 the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a lawsuit filed under seal.

6. DEFAULT & REMEDIES

6.1 Events of Default.
(a) Employee Default. Any of the following constitutes an Employee default: (i) material breach of Sections 5.1–5.4, (ii) breach of any other material provision not cured within ten (10) days after notice, or (iii) misconduct constituting Cause.
(b) Employer Default. Any material breach by Employer of its payment obligations, not cured within ten (10) days after notice, constitutes an Employer default.

6.2 Cure Periods.
Where a cure period is provided, the non-breaching party may terminate this Agreement if the breach is not cured within the stated period.

6.3 Remedies.
(a) Injunctive Relief. Each party acknowledges that monetary damages may be inadequate for breaches of Sections 5.1–5.4 and agrees that the non-breaching party may seek limited injunctive relief to prevent or remedy such breach, in addition to other remedies.
(b) Damages. Subject to Section 7.2 (Limitation of Liability), the non-breaching party may recover direct damages, costs, and reasonable attorneys’ fees.
(c) Specific Performance. The parties may seek specific performance of obligations incapable of adequate monetary compensation.

6.4 Final Compensation Upon Termination.
Employer shall pay Employee (i) all earned but unpaid Base Salary through the termination date, (ii) any accrued but unused vacation payable under Employer policy, and (iii) any lawfully incurred business expenses, in each case no later than the next regular payday following termination, consistent with N.D.C.C. § 34-14-02.

7. RISK ALLOCATION

7.1 Indemnification.
(a) Employer Indemnity. Employer shall indemnify and hold Employee harmless from and against any claim, liability, or expense (including reasonable attorneys’ fees) arising out of Employee’s performance of duties within the scope of employment and in good faith, except to the extent resulting from Employee’s gross negligence or willful misconduct.
(b) Employee Indemnity. Employee shall indemnify Employer for any loss, cost, or damage arising from Employee’s intentional misconduct or material breach of this Agreement.

7.2 Limitation of Liability.
IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY TO THE OTHER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE AGGREGATE [TWELVE (12)] MONTHS OF BASE SALARY AND EMPLOYEE BENEFITS PAID OR PAYABLE TO EMPLOYEE IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY, EXCEPT (i) for liabilities that cannot be limited under applicable law, or (ii) for claims arising from Employee’s breach of Sections 5.1–5.4.

7.3 Insurance.
Employer shall maintain workers’ compensation insurance and any other insurance required by law. [OPTIONAL: Specify directors’ and officers’ or employment practices liability coverage.]

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, pandemic, or governmental orders, 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, and construed in accordance with, the laws of the State of North Dakota, without regard to conflict-of-law principles.

8.2 Forum Selection.
Subject to Section 8.3, the state courts located in [COUNTY], North Dakota shall have exclusive jurisdiction over any action arising out of or related to this Agreement. Each party irrevocably submits to such jurisdiction and waives objection to venue.

8.3 Arbitration (Optional).
[SELECT ONE]
☐ Arbitration Elected. Any dispute shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules. The arbitration shall occur in [CITY], North Dakota before a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction.
☐ Arbitration Not Elected. Section 8.2 (Forum Selection) governs dispute resolution.

8.4 Jury Trial Waiver (Optional).
[INCLUDE IF DESIRED AND PERMITTED] EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

8.5 Injunctive Relief Preservation.
Notwithstanding Section 8.3, either party may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to protect Confidential Information or enforce Sections 5.1–5.4.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver.
No amendment or waiver of any provision of this Agreement is effective unless in a writing signed by both parties. No waiver shall constitute a waiver of any subsequent breach.

9.2 Assignment.
Employee may not assign or delegate any rights or duties under this Agreement without Employer’s prior written consent. Employer may assign this Agreement to any successor in interest.

9.3 Successors & Assigns.
This Agreement is binding upon, and inures to the benefit of, the parties and their respective heirs, personal representatives, successors, and permitted assigns.

9.4 Severability; Reformation.
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force. A court may modify any unenforceable provision to the minimum extent necessary to render it enforceable, consistent with the parties’ intent and North Dakota law.

9.5 Integration.
This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior oral or written agreements or understandings.

9.6 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., PDF, DocuSign) are deemed original and binding.

10. EXECUTION BLOCK

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

[// GUIDANCE: North Dakota does not require notarization or witnesses for an employment agreement, but add if client policy dictates.]

Schedule A – Pre-Existing Intellectual Property

[Employee to list any inventions, works, or other IP owned prior to employment.]

© [YEAR] [LAW FIRM OR EMPLOYER NAME]. All rights reserved.