EMPLOYMENT AGREEMENT (AT-WILL)

State of New Jersey

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

Employment Agreement (At-Will)
This Employment Agreement (“Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER LEGAL NAME], a [STATE & ENTITY TYPE] with its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE NAME], an individual residing at [ADDRESS] (“Employee”). Employer and Employee are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

1.1 Recitals

A. Employer desires to employ Employee in an at-will capacity, and Employee desires to accept employment with Employer on the terms and conditions set forth herein.
B. In consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

2. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Defined terms may be used in singular or plural form as the context requires.

“Board” – the Board of Directors (or equivalent governing body) of Employer.
“Cause” – (a) Employee’s material breach of this Agreement or of Employer’s written policies; (b) gross negligence or willful misconduct in the performance of Employee’s duties; (c) conviction of, or plea of nolo contendere to, a felony or a crime involving moral turpitude; (d) fraud, embezzlement, or misappropriation of Employer assets; or (e) any act or omission that materially harms Employer’s reputation or business.
“Confidential Information” – all non-public information of Employer, whether oral, written, electronic, or in any other form, including trade secrets, technical data, business plans, financial information, customer lists, and personal data, except information that (i) becomes generally available to the public through no breach of this Agreement, (ii) was lawfully in Employee’s possession prior to disclosure, or (iii) was independently developed without use of Employer’s information.
“Good Reason” – (a) a material reduction in Employee’s base salary; (b) a material diminution in Employee’s authority, duties, or responsibilities; or (c) relocation of Employee’s primary workplace by more than [X] miles, in each case without Employee’s written consent and not cured within 30 days after written notice.
“Post-Termination Restricted Period” – the 12-month period immediately following termination of employment for any reason.
“Related Entities” – Employer’s parents, subsidiaries, affiliates, successors, and assigns.

[// GUIDANCE: Add or delete defined terms to match customized provisions.]

3. OPERATIVE PROVISIONS

3.1 Position & Duties

(a) Employer employs Employee as [TITLE]. Employee shall report to [TITLE OR BOARD] and perform the duties customarily associated with the position and such additional duties as reasonably assigned.
(b) Employee shall devote full working time and best efforts to Employer and shall comply with all lawful policies.

3.2 At-Will Employment

Employment is “at-will,” meaning either Party may terminate the employment relationship at any time, with or without Cause or notice, subject to Section 6 below. Nothing in this Agreement shall be construed to create a promise of continued employment or to limit the grounds on which employment may be terminated, except as expressly set forth herein. Only a written agreement signed by Employer’s Chief Executive Officer (or Board) can modify the at-will nature of employment.

[// GUIDANCE: New Jersey recognizes exceptions to the at-will doctrine (e.g., public-policy, implied-contract, and covenant-of-good-faith exceptions). This clause expressly preserves at-will status while allowing other contractual provisions (notice, severance) without creating a for-cause standard.]

3.3 Compensation

(a) Base Salary. Employer shall pay Employee a base salary of $[AMOUNT] per annum, payable in accordance with Employer’s standard payroll practices and subject to statutory deductions.
(b) Bonus. Employee shall be eligible for an annual discretionary bonus with a target of [PERCENTAGE OR AMOUNT], subject to Employer’s bonus plan and Board approval. Nothing herein guarantees any bonus.
(c) Equity. If applicable, Employee may be granted equity awards under Employer’s [PLAN NAME], subject to separate award agreements.
(d) Benefits. Employee shall be eligible to participate in Employer benefit plans generally available to similarly-situated employees, subject to plan terms.
(e) Paid Time Off. Employee shall accrue paid time off (“PTO”) in accordance with Employer policy, currently [X] days per calendar year, in compliance with N.J. wage and hour laws.

3.4 Business Expenses

Employer shall reimburse Employee for reasonable, properly-documented business expenses incurred in the performance of duties, subject to Employer’s expense policy.

3.5 Policies & Handbooks

Employee acknowledges receipt of Employer’s employee handbook and agrees to comply with all policies. In the event of conflict between this Agreement and Employer policies, this Agreement controls.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations

Each Party represents and warrants that:
(a) it has full power and authority to enter into and perform this Agreement;
(b) the execution and performance of this Agreement will not breach any other agreement to which it is a party; and
(c) this Agreement constitutes a valid and binding obligation enforceable against such Party.

4.2 Employee Specific

Employee additionally represents that:
(a) Employee is not subject to any non-competition, non-solicitation, confidentiality, or similar agreement that would restrict or impair performance of duties for Employer;
(b) Employee will not use or disclose any third-party confidential information in the course of employment; and
(c) all information provided to Employer during the hiring process is true and complete.

The representations and warranties in this Section survive termination of employment.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Employee shall hold all Confidential Information in strict confidence and use it solely for Employer’s benefit during and after employment, indefinitely. Upon termination, Employee shall return all tangible and intangible embodiments of Confidential Information.

5.2 Non-Competition (Limited)

During employment and throughout the Post-Termination Restricted Period, Employee shall not, within [GEOGRAPHIC SCOPE] and with respect to products or services that compete with Employer’s [DESCRIBE BUSINESS LINES], directly or indirectly engage in or assist any Competing Business.
[// GUIDANCE: Under New Jersey law, non-competes must protect legitimate business interests, be reasonable in time/geography/scope, and not contravene public policy. Tailor the bracketed fields accordingly. Include a “blue-pencil” clause (Section 9.4) for enforceability.]

5.3 Non-Solicitation

During employment and for the Post-Termination Restricted Period, Employee shall not:
(a) solicit or entice any employee or independent contractor of Employer to terminate or reduce its relationship with Employer; or
(b) solicit or divert any client, customer, or prospective customer with whom Employee had Material Contact during the 12 months preceding termination.

5.4 Ownership of Intellectual Property

All inventions, discoveries, works of authorship, and other intellectual property conceived or reduced to practice by Employee, alone or with others, that relate to Employer’s business (“Work Product”) shall be Employer’s sole property. Employee shall execute any documents necessary to perfect Employer’s rights.

5.5 Notice Obligations

(a) Voluntary Resignation. Employee agrees to provide at least [X] weeks' written notice prior to voluntary resignation. Employer may, in its sole discretion, waive all or any portion of such notice period.
(b) Employer Separation Pay. If Employer requests that Employee cease active work during the notice period, Employer shall pay base salary and maintain benefits through the notice period or until the separation date, whichever occurs first.

[// GUIDANCE: No statute requires advance notice of individual at-will terminations in NJ; this contractual notice is optional and may mitigate transition risk.]

6. DEFAULT & REMEDIES

6.1 Termination Events

Employment may be terminated:
(a) by Employer for Cause, effective immediately upon written notice;
(b) by Employer without Cause with [Y] weeks’ notice or payment in lieu thereof;
(c) by Employee for Good Reason with 30 days’ prior written notice and opportunity for Employer to cure;
(d) by Employee voluntarily without Good Reason, upon the notice required by Section 5.5(a);
(e) automatically upon Employee’s death or Disability (as defined in Employer’s long-term disability plan).

6.2 Severance

If Employer terminates Employee without Cause or Employee resigns for Good Reason, and conditioned upon Employee’s execution (and non-revocation) of a separation agreement including a general release of claims and reaffirmation of restrictive covenants, Employer shall pay severance equal to [NUMBER OF WEEKS] weeks of base salary, paid in installments consistent with payroll schedules and subject to lawful deductions.

6.3 Cure Period

Except with respect to Cause events involving dishonesty, fraud, or criminal conduct, Employer shall provide written notice of breach and a 10-day opportunity to cure prior to termination for Cause.

6.4 Enforcement

Employee acknowledges that monetary damages may be inadequate to remedy breach of Section 5 and consents to equitable relief, subject to the limitations of Section 8.4.

6.5 Attorneys’ Fees

In any action to enforce this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Indemnification by Employee

Employee shall indemnify, defend, and hold harmless Employer and its Related Entities against any and all losses, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Employee’s willful misconduct, gross negligence, or material breach of this Agreement, or (b) Employee’s violation of applicable laws in the course of employment.

7.2 Limitation of Liability

Except for (i) indemnification obligations under Section 7.1, (ii) breach of Section 5 (Confidentiality, Non-Competition, Non-Solicitation), or (iii) liability that cannot be limited by law, Employer’s aggregate liability to Employee for claims arising under this Agreement shall not exceed the total salary and earned employee benefits paid or payable to Employee during the 12-month period preceding the event giving rise to such liability.

7.3 Insurance

Employer shall maintain workers’ compensation and employer liability insurance as required by New Jersey law and may maintain directors’ and officers’ (“D&O”) or employment practices liability (“EPL”) coverage at its discretion.

7.4 Force Majeure

Neither Party shall be liable for failure or delay in performance caused by events 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 New Jersey, without regard to its conflict-of-law rules.

8.2 Forum Selection

The state courts located in [COUNTY], New Jersey (and, if applicable, the corresponding appellate courts) shall have exclusive jurisdiction over any suit, action, or proceeding arising out of or relating to this Agreement, except as provided in Section 8.3.

8.3 Arbitration (Optional)

[OPTION 1 – Insert if Parties Elect Arbitration]
Any dispute not resolved informally within 30 days shall be finally settled by binding arbitration administered by [ARBITRATION ORGANIZATION] in [CITY, NJ] under its Employment Arbitration Rules then in effect. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator shall have authority to award all remedies available at law or equity. Employer shall bear the administrative costs of arbitration except for the filing fee, which Employee shall pay, subject to reimbursement if Employee is the prevailing party.

[OPTION 2 – Delete Entire Section 8.3 if Arbitration Not Desired]

8.4 Jury Trial Waiver (Optional)

To the extent permitted by law, each Party irrevocably waives any right to a trial by jury in any court proceeding arising out of or relating to this Agreement.

8.5 Injunctive Relief Limited

Equitable relief under Section 6.4 shall be narrowly tailored to protect legitimate business interests, consistent with New Jersey precedent, and shall not unduly restrict Employee’s lawful ability to earn a livelihood.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. A waiver of a breach is not a waiver of any other or subsequent breach.

9.2 Assignment

Employee may not assign or delegate any rights or duties hereunder. Employer may assign this Agreement to a successor in connection with a merger, consolidation, or sale of all or substantially all of its assets, provided such successor assumes Employer’s obligations.

9.3 Successors & Assigns

This Agreement binds and inures to the benefit of the Parties and their respective permitted successors and assigns.

9.4 Severability; Blue-Pencil

If any provision 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. A court may “blue-pencil” overly broad restrictions to make them enforceable under New Jersey law.

9.5 Integration

This Agreement, together with any equity award agreements and Employer policies referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior oral or written agreements.

9.6 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts (including by .pdf or electronic signature), each of which shall be deemed an original, and all of which together shall constitute one instrument.

10. EXECUTION BLOCK

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

[Notary block or witness lines added if required by Employer policy]

[// GUIDANCE:

1. Customize bracketed placeholders.
2. Confirm enforceability of restrictive covenants under latest New Jersey case law and consider limiting geographic scope (<50 mi.) and duration (≤12 mos.).
3. Review New Jersey Conscientious Employee Protection Act (CEPA) and New Jersey Law Against Discrimination (NJLAD) for compliance with anti-retaliation and non-waiver requirements; ensure separation agreement includes required carve-outs.
4. For terminations involving mass layoffs, review New Jersey WARN Act notice and severance obligations.
5. Verify that arbitration and jury waiver provisions comply with the Federal Arbitration Act and state restrictions on waiver of statutory rights.
6. Remove optional provisions not selected by the Parties to avoid ambiguity.
   ]