AT-WILL EMPLOYMENT AGREEMENT

(New Mexico – Comprehensive Template)

[// GUIDANCE: This template is drafted to comply with New Mexico employment-law standards current as of the date below. Practitioners must confirm no statutory updates or court decisions have altered the cited principles before use.]

Effective Date: [● DATE]

Employer: [● Full Legal Name], a [● State] [corporation/LLC/etc.] with its principal place of business at [● ADDRESS] (“Employer”).

Employee: [● Full Legal Name], residing at [● ADDRESS] (“Employee”).

Employer and Employee may be referred to individually as a “Party” and together as the “Parties.”

TABLE OF CONTENTS

I. Recitals
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. RECITALS

A. Employer desires to employ Employee in an at-will capacity under New Mexico law, subject to the limited statutory and common-law exceptions recognized in the state.
B. Employee desires to accept such employment on the terms set forth herein.
C. Adequate consideration exists, including but not limited to the compensation and benefits described below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

II. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings indicated. Defined terms appear in bold throughout the document.

1. “Agreement” – This At-Will Employment Agreement, including all Appendices and Schedules.
2. “At-Will Employment” – An employment relationship that may be terminated by either Party at any time, with or without Cause, Notice, or reason, except as limited by (a) public-policy exceptions, (b) express written contract terms, and (c) other exceptions recognized under New Mexico law.
3. “Base Salary” – The annualized cash salary specified in Section III.B.1 (subject to lawful deductions and withholdings).
4. “Cause” – Any of the events listed in Section VI.A.
5. “Confidential Information” – All non-public business, technical, or personal data as further detailed in Schedule 1.
6. “Invention” – Any discovery, development, or work of authorship conceived or reduced to practice by Employee during employment and relating to Employer’s business.
7. “Notice” – Written notice delivered in accordance with Section IX.D.
8. “Restricted Period” – The time-limited period identified in Section V.C.
9. “Territory” – The geographic scope identified in Section V.C.

[// GUIDANCE: Add or delete definitions to match specific deal-terms.]

III. OPERATIVE PROVISIONS

A. Position & Duties
1. Title: [● POSITION].
2. Reporting to: [● POSITION/DEPARTMENT].
3. Duties: Employee shall perform the functions customarily associated with the Position and any other duties reasonably assigned, consistent with applicable law.

B. Compensation
1. Base Salary: $[●] per annum, payable in accordance with Employer’s regular payroll schedule.
2. Bonus: [OPTIONAL] Discretionary incentive bonus as determined by Employer.
3. Equity: [OPTIONAL] Participation in equity or long-term incentive plans per separate grant documents.

C. Benefits
1. Standard Benefits: Eligibility under Employer’s group plans on the same terms as similarly-situated employees.
2. Paid Time Off: Accrual and use in accordance with Employer policy and New Mexico’s Healthy Workplaces Act (paid sick leave).
3. Expense Reimbursement: Reasonable business expenses reimbursed under written policy.

D. Work Schedule & Location
1. Regular Schedule: [● HOURS].
2. Primary Worksite: [●].
3. Remote/Hybrid: [OPTIONAL].

E. Conditions Precedent
1. Completion of background check and I-9 verification.
2. Execution of proprietary-rights agreement (Schedule 1).

F. At-Will Statement
1. Employee understands and agrees that employment is at-will.
2. Only a written agreement signed by Employer’s Chief Executive Officer (or equivalent) can alter the at-will nature of employment.

[// GUIDANCE: Conspicuous, stand-alone at-will disclaimer language helps defeat implied-contract claims under NM’s “implied-contract” exception.]

IV. REPRESENTATIONS & WARRANTIES

A. Employee represents that:
1. Employee is not bound by any agreement that would conflict with Employee’s duties hereunder.
2. Employee will not misappropriate trade secrets or proprietary information of any prior employer.

B. Employer represents that:
1. Employer is duly organized and in good standing.
2. The execution of this Agreement has been duly authorized.

C. Survival
The representations and warranties in this Section shall survive termination of employment for a period of 12 months.

V. COVENANTS & RESTRICTIONS

A. Confidentiality
Employee shall maintain the confidentiality of Confidential Information both during and after employment.

B. Intellectual Property
1. Assignment: Employee hereby assigns to Employer all right, title, and interest in any Invention created during employment that relates to Employer’s business.
2. Further Assurances: Employee shall execute all documents reasonably necessary to perfect such rights.

C. Restrictive Covenants
1. Non-Solicitation: During employment and for [● 12] months thereafter, Employee shall not solicit Employer’s customers or employees within the Territory.
2. Non-Competition: [OPTIONAL – SEE NM-SPECIFIC NOTE]
a. Scope: Employee shall not, during employment and for [● 6-12] months thereafter, engage in a business that competes with Employer within the Territory.
b. New Mexico Limitations: This covenant shall not apply to (i) healthcare practitioners to the extent prohibited by New Mexico statute; or (ii) any restriction deemed unreasonable in duration, geographic scope, or activity.
3. Reasonableness: Employee acknowledges the restrictions are reasonable and necessary to protect Employer’s legitimate interests.

D. Compliance with Laws
Employee shall comply with all applicable federal, state, and local laws, including New Mexico wage and hour laws.

E. Notice Obligations
Employee must promptly notify Employer of any activity that may violate Sections V.A–C.

[// GUIDANCE: Tailor Non-Compete language carefully; New Mexico enforces reasonable covenants but voids many agreements covering healthcare practitioners.]

VI. DEFAULT & REMEDIES

A. Events of Default – Employee
1. Material breach of this Agreement.
2. Commission of fraud, dishonesty, or criminal act.
3. Willful misconduct materially injuring Employer.

B. Events of Default – Employer
1. Failure to pay undisputed wages when due.
2. Material breach of a material provision herein.

C. Notice & Cure
1. The non-defaulting Party shall give written Notice specifying the default.
2. The defaulting Party shall have 10 calendar days to cure (unless incapable of cure).

D. Graduated Remedies
1. Uncured default triggers immediate termination (if by Employer) or resignation for Good Reason (if by Employee).
2. Employer may withhold discretionary compensation to the fullest extent permitted by law.
3. Both Parties retain all rights and remedies at law or equity, subject to Section VIII and the liability cap in Section VII.B.

E. Attorney Fees
The prevailing Party in any dispute arising under this Agreement shall be entitled to reasonable attorney fees and costs, except as limited by statute.

VII. RISK ALLOCATION

A. Indemnification by Employee
Employee shall indemnify, defend, and hold Employer harmless from any third-party claim arising out of Employee’s gross negligence, willful misconduct, or actions outside the scope of employment.

B. Limitation of Liability
Except for (i) gross negligence or willful misconduct by Employer, or (ii) unpaid wages/benefits lawfully due, Employer’s aggregate liability arising from or related to this Agreement shall not exceed the total Base Salary and benefits actually paid to Employee during the 12-month period immediately preceding the event giving rise to liability.

C. Insurance
Employer shall maintain customary general liability and workers’ compensation insurance.

D. Force Majeure
Neither Party shall be liable for failure to perform caused by events beyond its reasonable control, provided the affected Party gives prompt Notice and resumes performance as soon as practicable.

VIII. DISPUTE RESOLUTION

A. Governing Law
This Agreement shall be governed by New Mexico substantive employment law, without regard to conflict-of-law principles.

B. Forum Selection
The Parties consent to the exclusive jurisdiction of the state courts located in [● COUNTY], New Mexico, for any action not subject to arbitration.

C. Arbitration – [OPTIONAL]
1. Any dispute, claim, or controversy arising out of or relating to this Agreement shall, at the election of either Party, be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules.
2. The arbitrator shall have authority to award all remedies available under applicable law, subject to Section VII.B.
3. Judgment on the award may be entered in any court of competent jurisdiction.

D. Jury Waiver – [OPTIONAL]
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING.

E. Injunctive Relief
Notwithstanding the arbitration or forum provisions, either Party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction solely to preserve the status quo pending resolution on the merits.

IX. GENERAL PROVISIONS

A. Amendment & Waiver
No amendment or waiver shall be effective unless in writing and signed by both Parties. Failure to enforce any provision shall not constitute a waiver.

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

C. Successors & Assigns
This Agreement binds and benefits the Parties and their respective successors and permitted assigns.

D. Notices
All Notices must be in writing and delivered by (i) certified U.S. mail (return receipt requested), (ii) nationally-recognized overnight courier, or (iii) email with confirmed delivery, to the addresses stated above (or as later changed by Notice).

E. Severability & Reformation
If any provision is held unenforceable, the remainder shall continue in full force, and the court shall modify the offending provision to the minimum extent necessary to make it enforceable.

F. Integration
This Agreement, together with any contemporaneous proprietary-rights or equity agreements, constitutes the entire agreement between the Parties and supersedes all prior oral or written understandings, including any contrary statements in handbooks, policies, or interview materials.

G. Counterparts & Electronic Signatures
This Agreement may be executed in counterparts (including via PDF or electronic signature), each of which shall be deemed an original.

X. EXECUTION BLOCK

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

[Seal, notarization, or witness lines if required by internal policy or deal specifics.]

Schedule 1 – Confidential Information & Inventions Agreement

[// GUIDANCE: Attach your company’s detailed proprietary-rights agreement here.]

KEY NEW MEXICO COMPLIANCE NOTES (Non-Exhaustive)

1. Final Pay: If Employer terminates employment, all earned wages must be paid no later than the earlier of the next regular payday or within the statutorily prescribed period (currently five business days) – verify current statute before closing.
2. Non-Competes: Covenants restricting post-employment practice by certain healthcare practitioners are void; ensure any restrictive covenant is reasonable in scope, duration, and geography, and tailored to protect legitimate business interests.
3. At-Will Disclaimer: Include conspicuous language (see § III.F) and avoid inconsistent promises in policy manuals or offer letters that could create an implied contract.
4. Paid Sick Leave: Comply with NM’s Healthy Workplaces Act regarding accrual, carryover, and usage.
5. Notice of Wage Deduction Changes: Provide written notice in advance of any change affecting the rate of pay.

[// GUIDANCE: Always confirm no superseding local ordinances (e.g., Bernalillo County) impose stricter requirements.]

Prepared [DATE] by [DRAFTER NAME/LAW FIRM]. This template is provided for informational purposes only and is not legal advice. Counsel must tailor the document to the specific transaction and verify all legal requirements.