AT-WILL EMPLOYMENT AGREEMENT

(Nevada – Comprehensive Form)

[// GUIDANCE: Replace bracketed ALL-CAPS placeholders with matter-specific information before execution. Delete all guidance comments prior to signature.]

TABLE OF CONTENTS

1. DOCUMENT HEADER
2. DEFINITIONS
3. OPERATIVE PROVISIONS
   3.1 Position & Duties
   3.2 Employment Term; At-Will Nature
   3.3 Compensation & Benefits
   3.4 Business Expense Reimbursement
   3.5 Conditions Precedent
4. REPRESENTATIONS & WARRANTIES
5. COVENANTS & RESTRICTIONS
   5.1 Confidentiality
   5.2 Intellectual Property
   5.3 Non-Competition
   5.4 Non-Solicitation & Non-Interference
6. DEFAULT & REMEDIES
7. RISK ALLOCATION
   7.1 Indemnification (Employee Conduct)
   7.2 Limitation of Liability
   7.3 Insurance
   7.4 Force Majeure
8. DISPUTE RESOLUTION
   8.1 Governing Law & Forum
   8.2 Optional Arbitration
   8.3 Optional Jury-Trial Waiver
   8.4 Limited Injunctive Relief
9. GENERAL PROVISIONS
10. EXECUTION BLOCK

1. DOCUMENT HEADER

THIS AT-WILL EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of [EFFECTIVE_DATE] (the “Effective Date”) by and between:

(a) [EMPLOYER_LEGAL_NAME], a [STATE] [ENTITY_TYPE] with its principal place of business at [ADDRESS] (“Employer”); and
(b) [EMPLOYEE_FULL_NAME], an individual residing at [ADDRESS] (“Employee”).

RECITALS

A. Employer desires to employ Employee in the position described herein;
B. Employee desires to accept such employment on the terms and conditions set forth below; and
C. The parties intend this Agreement to confirm at-will employment as recognized under Nevada law, subject only to the statutory and common-law exceptions expressly stated herein.

NOW, THEREFORE, for 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 capitalized terms have the meanings set forth below. Defined terms appear alphabetically; cross-references in parentheses indicate primary usage.

“Agreement” – This At-Will Employment Agreement including all Exhibits and Schedules.

“At-Will Employment” – Employment that may be terminated by either party at any time, with or without Cause, subject to Section 3.2(b) and the exceptions mandated by Nevada public policy and federal law.

“Base Salary” – The annualized cash compensation specified in Section 3.3(a).

“Cause” – (i) gross negligence or willful misconduct; (ii) material breach of this Agreement; (iii) conviction of, or plea of nolo contendere to, a felony; (iv) fraudulent or dishonest act causing material harm to Employer; or (v) material violation of Employer policy after written notice and a reasonable opportunity to cure, except where such violation is not curable.

“Confidential Information” – All non-public information relating to Employer’s business obtained by Employee in the course of employment, whether or not marked confidential, including trade secrets, financial data, customer lists, formulas, software, and strategic plans.

“Intellectual Property” or “IP” – Any invention, discovery, improvement, work of authorship, or other protectable subject matter conceived, developed, or reduced to practice by Employee, alone or jointly, within the scope of employment or using Employer resources.

“Restricted Period” – [RESTRICTED_PERIOD_YEARS] years following termination of employment for any reason.

“Territory” – [TERRITORY_DESCRIPTION] (limited to geographic areas where Employee (i) performed services or (ii) had material business contact on behalf of Employer during the 12 months preceding separation).

[// GUIDANCE: Add or remove definitions as necessary to fit specific engagement.]

3. OPERATIVE PROVISIONS

3.1 Position & Duties

(a) Position. Employer employs Employee as [JOB_TITLE].
(b) Duties. Employee shall devote full working time and best efforts to performing the duties customarily associated with the position and such additional duties as Employer reasonably assigns, consistent with Employee’s expertise and background.
(c) Standards. Employee shall comply with all applicable laws, regulations, and Employer policies as amended from time to time.

3.2 Employment Term; At-Will Nature

(a) Commencement. Employment commences on the Effective Date.
(b) At-Will Status. Employment is at-will, meaning either party may terminate employment at any time, with or without Cause or advance notice, subject only to:
(i) the statutory exceptions to at-will employment recognized under Nevada law (e.g., prohibitions on termination for discriminatory, retaliatory, or other unlawful reasons);
(ii) any express written agreement signed by both parties after the Effective Date that specifically modifies at-will status.
(c) Notice of Termination. As a courtesy—not as a limitation on the at-will doctrine—each party should provide [NOTICE_PERIOD_DAYS] days’ written notice of intent to terminate employment. Employer’s failure to give such notice will not create liability beyond the wage-payment obligations mandated by Nevada law.
(d) Final Wages. Employer shall pay all final wages within the time frames required by Nevada’s wage-payment statutes. [// GUIDANCE: Confirm timing under current NRS before issuance.]

3.3 Compensation & Benefits

(a) Base Salary. Employer shall pay Employee a Base Salary of $[ANNUAL_SALARY] per annum, payable in accordance with Employer’s normal payroll practices and subject to lawful deductions and withholdings.
(b) Bonus. Employee [IS/IS NOT] eligible for an annual discretionary bonus pursuant to Employer’s bonus plan, as in effect from time to time.
(c) Benefits. Employee shall be eligible to participate in Employer’s employee benefit plans generally available to similarly-situated employees, subject to the terms of such plans.
(d) Equity. [IF APPLICABLE] Employee shall receive [EQUITY_GRANT_DESCRIPTION] subject to the terms of the applicable equity plan and award agreement.
(e) Review & Adjustment. Employer may review and adjust compensation and benefits at its discretion; such changes shall not alter at-will status.

3.4 Business Expense Reimbursement

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

3.5 Conditions Precedent

Employee’s commencement and continuation of employment are conditioned on:
(a) satisfactory completion of background and reference checks;
(b) execution of Employer’s standard confidentiality and IP‐assignment agreements (incorporated herein by reference unless duplicative); and
(c) proof of eligibility to work in the United States.

4. REPRESENTATIONS & WARRANTIES

4.1 Employee represents and warrants that:
(a) Employee is not subject to any agreement or restriction that would limit Employee’s ability to perform the duties contemplated herein;
(b) all information provided to Employer during the hiring process is true and correct in all material respects;
(c) Employee will comply with all lawful directives and Employer policies; and
(d) Employee will promptly disclose any potential conflict of interest.

4.2 Employer represents and warrants that:
(a) it has full authority to enter into this Agreement; and
(b) the execution of this Agreement does not violate any other agreement binding on Employer.

Survival. The representations and warranties in this Section 4 shall survive termination of employment to the extent necessary to enforce rights arising thereunder.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Employee shall hold all Confidential Information in trust and confidence, refrain from misappropriation or disclosure, and return or destroy such information upon request or termination.

5.2 Intellectual Property

Employee hereby assigns to Employer all right, title, and interest in IP conceived or developed in whole or in part during employment that relates to Employer’s business or results from any Employer resource. Employee shall execute further instruments as reasonably requested to perfect such rights.

5.3 Non-Competition (Complies with Nev. Rev. Stat. § 613.195)

(a) Limited Covenant. During employment and the Restricted Period, Employee shall not, within the Territory, engage (whether as owner, employee, partner, consultant, or otherwise) in a business that competes directly with the specific products or services on which Employee worked or had supervisory responsibility during the 12 months preceding separation (“Competing Business”).
(b) Statutory Safeguards. The covenant shall be:
(i) supported by valuable consideration (including employment and access to Confidential Information);
(ii) not impose a greater restraint than is necessary to protect Employer’s trade secrets or goodwill;
(iii) not restrict Employee from providing services to a former client or customer of Employer if Employee did not solicit the client; and
(iv) inapplicable to hourly employees as defined by Nevada law.
(c) Judicial Reformation. If any portion of this Section 5.3 is found overly broad or unlawful, a court of competent jurisdiction may modify the provision to the minimum extent necessary to render it enforceable.

5.4 Non-Solicitation & Non-Interference

(a) Customers. For the Restricted Period, Employee shall not solicit or divert any customer or prospective customer with whom Employee had material contact during the last 12 months of employment for the purpose of providing a Competing Business product or service.
(b) Employees/Contractors. For the Restricted Period, Employee shall not solicit, recruit, or induce any of Employer’s employees or independent contractors to terminate or modify their relationship with Employer.
(c) Non-Disparagement. Employee shall refrain from making false or misleading statements that could materially harm Employer’s reputation.

6. DEFAULT & REMEDIES

6.1 Events of Default. Any of the following constitutes an “Event of Default”:
(a) material breach of Section 5 (Covenants & Restrictions);
(b) material breach of any other provision not cured within 10 days after written notice (if curable); or
(c) conduct constituting Cause.

6.2 Remedies. Upon an Event of Default, Employer may:
(a) seek damages, including consequential damages to the extent not prohibited by Section 7.2;
(b) recover attorney fees and costs as provided in Section 6.3;
(c) obtain injunctive or other equitable relief under Section 8.4; and
(d) pursue any other remedy available at law or equity.

6.3 Attorney Fees. The prevailing party in any action to enforce this Agreement shall be entitled to reasonable attorney fees and costs.

7. RISK ALLOCATION

7.1 Indemnification (Employee Conduct)

Employee shall indemnify, defend, and hold harmless Employer, its affiliates, and their respective directors, officers, employees, and agents from and against all claims, damages, liabilities, and expenses (including reasonable attorney fees) arising out of or resulting from Employee’s gross negligence, willful misconduct, or material breach of this Agreement.

7.2 Limitation of Liability

Except for (i) Employee’s indemnification obligations, (ii) breaches of Section 5, and (iii) amounts expressly required by law, Employer’s aggregate liability to Employee shall not exceed the total Base Salary and benefits actually paid to Employee in the twelve (12) months immediately preceding the event giving rise to liability.

7.3 Insurance

Employer maintains workers’ compensation and general liability insurance as required by applicable law. Employer may, in its discretion, obtain additional coverage naming Employee as an insured or loss payee where appropriate.

7.4 Force Majeure

Neither party shall be liable for failure to perform to the extent such failure is caused by acts of God, war, pandemic, governmental action, or any other event beyond the reasonable control of the affected party, provided that the party claiming force majeure gives prompt written notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law & Forum

This Agreement and all disputes arising hereunder shall be governed by the laws of the State of Nevada (without regard to conflict-of-laws principles). Subject to Section 8.2 (if elected), the parties submit to the exclusive jurisdiction of the state courts located in [COUNTY], Nevada.

8.2 Optional Arbitration

[ARBITRATION_ELECTION: SELECT ONE]
☐ Elected – Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by confidential, binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules. The arbitrator shall have authority to grant all remedies available under law. Judgment on the award may be entered in any court of competent jurisdiction.
☐ Not Elected – The parties retain all rights to litigate in the courts identified in Section 8.1.

8.3 Optional Jury-Trial Waiver

[JURY_WAIVER_ELECTION: SELECT ONE]
☐ Elected – EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT.
☐ Not Elected – No waiver; each party retains the right to a jury trial where permitted by law.

8.4 Limited Injunctive Relief

Nothing in this Section 8 shall preclude either party from seeking temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to prevent actual or threatened breach of Section 5, provided that any such injunction is narrowly tailored and does not waive the parties’ obligation (if any) to ultimately arbitrate or litigate on the merits.

9. GENERAL PROVISIONS

9.1 Amendment & Waiver. No amendment or waiver of any provision of this Agreement is effective unless it is in writing and signed by both parties. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

9.2 Assignment & Delegation. Employee may not assign any rights or delegate any duties under this Agreement without Employer’s prior written consent. Employer may assign this Agreement to an affiliate or to a successor in interest by merger, consolidation, or asset purchase.

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

9.4 Severability & Reformation. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to render it enforceable.

9.5 Integration. This Agreement, together with any contemporaneous confidentiality or IP agreements executed by Employee, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior oral or written understandings.

9.6 Counterparts & Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original, and all of which constitute one instrument. Signatures delivered by facsimile, PDF, or reliable electronic means have the same force and effect as originals.

9.7 Construction. Headings are for convenience only and do not affect interpretation. The parties have jointly drafted this Agreement; no presumption against the drafter shall apply.

10. EXECUTION BLOCK

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

[NOTARY ACKNOWLEDGMENT if required by corporate policy or for evidentiary purposes.]

[// GUIDANCE:
1. Review Nevada statutes and current case law before final issuance, particularly regarding wage payment timing and non-compete enforcement nuances.
2. Confirm that Section 5.3 is not used for hourly employees; delete or modify accordingly.
3. Ensure arbitration program (if elected) satisfies the “knowing and voluntary” requirements under both state and federal law.
4. Consider adding PTO payout language and FMLA/ADA compliance references if relevant to the specific employment context.
5. Attach any standalone Confidentiality and IP Assignment Agreements as Exhibits if not fully integrated above.]