AT-WILL EMPLOYMENT AGREEMENT

(State of Nebraska — Comprehensive Template)

[// GUIDANCE: This template is drafted to comply with Nebraska law as of the date set forth below. Always verify that no statutory or regulatory changes have occurred since that date and that the agreement is consistent with the client’s actual policies and current employee handbook.]

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 and Parties

This At-Will Employment Agreement (“Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

(a) [EMPLOYER LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Employer”); and

(b) [EMPLOYEE FULL LEGAL NAME], an individual residing at [ADDRESS] (“Employee”).

1.2 Recitals

A. Employer desires to employ Employee in an at-will capacity under the terms and conditions set forth herein.
B. Employee wishes to accept such employment and to perform services for Employer in accordance with this Agreement.
C. The parties intend for this Agreement to constitute their entire understanding with respect to Employee’s employment, superseding all prior oral or written agreements, offer letters, or policy statements, except as expressly preserved herein.

1.3 Consideration

The mutual promises contained herein, including without limitation Employer’s offer of employment and Employee’s performance of services, constitute good and valuable consideration, the sufficiency of which is hereby acknowledged.

1.4 Governing Law; Jurisdiction

This Agreement, and any claim, controversy, or dispute arising hereunder, shall be governed by and construed in accordance with the internal laws of the State of Nebraska, without giving effect to its conflict-of-laws principles. Forum selection and alternate dispute resolution are further addressed in Section 8.

2. DEFINITIONS

[// GUIDANCE: Edit definitions to match actual compensation structure, restrictive covenant scope, and company policies. Add or remove defined terms as needed.]

“Affiliate” means any entity controlling, controlled by, or under common control with Employer.

“At-Will Employment” has the meaning set forth in Section 3.7.

“Base Salary” means Employee’s annualized gross salary, exclusive of bonuses and Benefits, as specified in Section 3.3.

“Benefits” means those employee benefits for which Employee is eligible under Employer’s benefit plans, as detailed in Section 3.4.

“Cause” means (i) material breach of this Agreement or any written policy of Employer after written notice and a reasonable opportunity to cure if curable; (ii) willful misconduct, gross negligence, or material dishonesty in the performance of duties; (iii) conviction of, or plea of no contest to, any felony or any misdemeanor involving moral turpitude; or (iv) any act or omission that, in Employer’s reasonable judgment, materially harms or threatens to harm the reputation, business, or financial standing of Employer.

“Competitive Business” means any Person that offers products or services that compete with any product or service offered or planned to be offered by Employer during the last twelve (12) months of Employee’s employment and with respect to which Employee had material involvement.

“Confidential Information” means all non-public information pertaining to Employer or its Affiliates, including trade secrets, customer data, pricing, business plans, financial data, and proprietary technology, whether disclosed orally, visually, electronically, or in writing, and whether or not marked confidential.

“Customers” means those customers or prospective customers of Employer with whom Employee had material business contact during the last twelve (12) months of employment.

“Person” means any individual, corporation, partnership, limited liability company, trust, unincorporated organization, governmental authority, or other entity.

3. OPERATIVE PROVISIONS

3.1 Position and Duties

(a) Title: [JOB TITLE].
(b) Reporting to: [SUPERVISOR TITLE].
(c) Duties: Employee shall devote full working time, attention, and best efforts to the business of Employer, performing the duties customarily associated with the position and such other lawful duties as may be assigned.

3.2 Work Location

Primary work location shall be [LOCATION], subject to reasonable travel as is customary for the position.

3.3 Compensation

(a) Base Salary: $[AMOUNT] per year, payable in accordance with Employer’s regular payroll practices and subject to applicable withholdings.
(b) Bonus: [YES/NO]. If yes, describe formula or discretionary nature and any applicable objectives.
[// GUIDANCE: Always state that bonuses are discretionary unless the client intends to create an enforceable obligation.]

3.4 Benefits

Employee shall be eligible to participate in Employer’s benefit plans on the same terms as similarly situated employees, subject to plan documents and applicable law. Employer reserves the right to amend or terminate any benefit plan at any time.

3.5 Expense Reimbursement

Employer shall reimburse Employee for reasonable and necessary business expenses incurred in the performance of duties, in accordance with Employer’s expense policy and upon submission of proper documentation.

3.6 Policies and Handbook

Employee acknowledges receipt of, or access to, Employer’s employee handbook and policies, which may be amended from time to time at Employer’s discretion. Employee agrees to comply with such policies, provided that no such policy shall modify the at-will nature of Employee’s employment unless set forth in a separate, duly executed agreement signed by the Chief Executive Officer.

3.7 At-Will Employment; Termination

(a) The parties expressly agree that Employee’s employment is “At-Will,” meaning either party may terminate the employment relationship at any time, with or without Cause, notice, or reason, subject only to the limitations imposed by applicable law (including, without limitation, Nebraska’s public-policy exception to at-will employment).
(b) Nothing in this Agreement shall be construed to create an express or implied contract of employment for any definite term, to limit Employer’s discretion to modify terms or conditions of employment, or to alter Employee’s at-will status, except as may be required by law.

3.8 Notice of Termination

Unless prohibited by law or Employer elects immediate termination, either party should endeavor to provide at least [TWO (2) WEEKS] written notice of termination for administrative convenience. Failure to provide such notice shall not constitute breach.

3.9 Final Wage Payment; Transition

Employer shall pay all final wages in accordance with Nebraska’s Wage Payment and Collection Act and deliver any accrued, unused paid-time-off as required by law. Employee agrees to cooperate reasonably in the transition of duties.

4. REPRESENTATIONS & WARRANTIES

4.1 Employee Representations

Employee represents, warrants, and covenants to Employer that:
(a) Employee is free to enter into and fully perform this Agreement without breach of any prior obligation to any third party;
(b) Employee is not subject to any non-competition, non-solicitation, or similar covenant that would conflict with Employee’s duties under this Agreement;
(c) Employee will not use or disclose to Employer any confidential or proprietary information belonging to a third party without authorization.

4.2 Employer Representations

Employer represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has full power and authority to enter into and perform this Agreement.

4.3 Survival

The representations and warranties set forth in this Section 4 shall survive termination of this Agreement.

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 such information except as necessary to perform duties or as expressly authorized in writing by Employer.

5.2 Intellectual Property

All inventions, works of authorship, developments, and improvements conceived or reduced to practice by Employee, alone or with others, in the course of employment or through use of Employer resources (“Work Product”) shall be the sole and exclusive property of Employer. Employee hereby irrevocably assigns to Employer all right, title, and interest in and to any such Work Product. Employee shall execute such further documentation as Employer may reasonably request to evidence or effectuate such assignment.

5.3 Non-Competition (Nebraska-Tailored)

(a) During employment and for a period of [TWELVE (12)] months thereafter, Employee shall not, within the State of Nebraska, directly or indirectly engage in a Competitive Business with respect to Customers.
(b) The covenant in this Section 5.3 is limited to (i) those Customers with whom Employee had business dealings or whose identity became known to Employee in the course of employment, and (ii) products or services that are competitive with those provided by Employer to such Customers.
[// GUIDANCE: Nebraska courts require post-employment non-competes to be narrowly tailored to customers with whom the employee actually did business; broader territorial or industry-wide restrictions are typically unenforceable.]

5.4 Non-Solicitation of Customers

For [TWELVE (12)] months following termination, Employee shall not solicit business from any Customer for products or services competitive with those offered by Employer at the time of termination.

5.5 Non-Solicitation of Employees

For [TWELVE (12)] months following termination, Employee shall not, directly or indirectly, solicit or induce any employee of Employer to terminate employment or to accept employment with a Competitive Business.

5.6 Non-Disparagement

Employee agrees not to disparage Employer, its products, services, officers, directors, or employees in any manner likely to cause harm to their reputation; provided, however, that nothing herein shall prohibit truthful statements compelled by law or governmental inquiry.

5.7 Compliance with Law and Policies

Employee shall conduct all activities in compliance with all applicable federal, state, and local laws, regulations, and Employer policies, including but not limited to equal employment opportunity, harassment prevention, and workplace safety.

5.8 Return of Property

Upon termination of employment, Employee shall immediately return to Employer all property, documents, and materials containing Confidential Information, including all copies in any form.

6. DEFAULT & REMEDIES

6.1 Events of Default

(a) Employee’s breach of any covenant, representation, or obligation under this Agreement;
(b) Employer’s failure to pay compensation when due, subject to a five (5) business-day cure period after written notice.

6.2 Notice and Cure

Except as otherwise provided, the non-breaching party shall provide written notice specifying the nature of the alleged breach and a reasonable cure period of no less than ten (10) days.

6.3 Remedies

(a) Graduated Remedies: Employer may elect one or more of the following remedies in the event of Employee Default: (i) cease future wage or bonus payments; (ii) recover actual damages; (iii) obtain equitable relief under Section 8.4; and/or (iv) recover costs and attorneys’ fees under Section 6.4.
(b) Employee Remedies: In the event of Employer Default, Employee may pursue statutory wage claims and contractual remedies permitted under Nebraska law, subject to the limitation of liability in Section 7.2.

6.4 Attorneys’ Fees and Costs

The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees, court costs, and expenses.

7. RISK ALLOCATION

7.1 Indemnification by Employee (Employee Conduct)

Employee shall indemnify, defend, and hold harmless Employer, its Affiliates, and their respective directors, officers, and employees from and against any losses, liabilities, damages, claims, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Employee’s gross negligence or willful misconduct; (b) Employee’s violation of any law or regulation; or (c) any breach by Employee of this Agreement.

7.2 Limitation of Liability

Except for (i) either party’s willful misconduct or gross negligence, (ii) Employee’s indemnity obligations under Section 7.1, and (iii) Employer’s obligation to pay earned wages and Benefits, the aggregate liability of Employer, its Affiliates, and their respective directors, officers, and employees to Employee for any and all claims arising out of or related to this Agreement shall not exceed the total amount of Base Salary and Benefits actually paid to Employee during the twelve (12) months immediately preceding the event giving rise to the claim.

7.3 Insurance

Employer shall maintain workers’ compensation insurance and any other coverage required by law. Employee is responsible for maintaining personal insurance coverage (e.g., auto liability) as may be appropriate.

7.4 Force Majeure

Neither party shall be liable for failure or delay in performance (other than payment obligations) due to acts of God, war, terrorism, civil unrest, epidemic, government order, or other causes beyond its reasonable control; provided that the affected party promptly notifies the other party and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement shall be governed by the internal laws of the State of Nebraska.

8.2 Forum Selection

Subject to Section 8.3 (Arbitration), the parties consent to the exclusive jurisdiction of the state courts located in [COUNTY NAME], Nebraska, and waive any objection to venue therein.

8.3 Arbitration (Optional)

[OPTION 1 — STRIKE IF NOT SELECTED]
Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules then in effect (“AAA Rules”). Judgment on the award may be entered in any court of competent jurisdiction. The arbitration shall be held in [CITY], Nebraska, before a single arbitrator mutually agreed upon by the parties. The arbitrator shall have authority to grant all relief available in a court, including equitable relief, subject to the limitation of liability in Section 7.2.

[OPTION 2 — STRIKE IF NOT SELECTED]
No arbitration; disputes shall be resolved exclusively in state court under Section 8.2.

8.4 Jury Trial Waiver (Optional)

To the fullest extent permitted by law, each party knowingly, voluntarily, and irrevocably waives its right to a trial by jury in any action or proceeding arising out of this Agreement.

8.5 Injunctive Relief (Limited)

Nothing in this Section 8 shall limit Employer’s right to seek temporary, preliminary, or permanent injunctive relief solely to enforce the covenants in Sections 5.1–5.5. The parties agree that such equitable relief, if granted, shall be narrowly tailored to prevent irreparable harm and shall not exceed what is reasonably necessary to protect legitimate business interests recognized under Nebraska law.

9. GENERAL PROVISIONS

9.1 Amendment and Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver thereof.

9.2 Assignment and Delegation

Employee may not assign any rights or delegate any obligations under this Agreement without Employer’s prior written consent. Employer may assign this Agreement to any successor by merger, consolidation, reorganization, or sale of substantially all of its assets, provided that any such successor assumes Employer’s obligations hereunder.

9.3 Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, successors, and permitted assigns.

9.4 Severability; Reformation

If any provision of this Agreement is held unenforceable, such provision shall be reformed to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.

9.5 Integration / Entire Agreement

This Agreement (including any exhibits or schedules hereto) constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, and representations, whether written or oral.

9.6 Notices

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, by certified mail (return receipt requested), by recognized overnight courier, or by email with confirmation of receipt, to the addresses set forth in Section 1.1 (or such other address as either party may specify by notice).

9.7 Counterparts; Electronic Signatures

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one instrument. Signatures transmitted by facsimile, PDF, or other electronic means shall be deemed original signatures for all purposes.

9.8 Headings

Headings are for convenience only and shall not affect interpretation.

10. EXECUTION BLOCK

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

[OPTIONAL NOTARY BLOCK – include only if required by company policy or desired for evidentiary purposes.]

[// GUIDANCE:
1. Review and customize bracketed placeholders.
2. Confirm benefit plan descriptions and bonus eligibility terms align with actual practice.
3. Re-evaluate restrictive covenants for reasonableness in scope, duration, and customer limitation.
4. Ensure the employee handbook contains an at-will disclaimer consistent with Section 3.7.
5. For multi-state employees, add a conflicts-of-law savings clause or state addenda.]