AT-WILL EMPLOYMENT AGREEMENT (NEW YORK)

[// GUIDANCE: This template is intended for use with private-sector, non-union, at-will employees in the State of New York. Customize all bracketed placeholders and optional provisions to fit the specific facts, industry, and bargaining power of the parties.]

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

[// GUIDANCE: Use your word-processing software’s automatic cross-reference function if possible. Section numbers throughout this document correspond to the Table of Contents above.]

1. DOCUMENT HEADER

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

(a) [EMPLOYER LEGAL NAME], a [STATE OF ORGANIZATION] [corporation/LLC/etc.] with its principal place of business at [ADDRESS] (“Employer”); and

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

Employer and Employee are each referred to herein individually as a “Party” and collectively as the “Parties.”

1.2 Recitals
A. Employer desires to employ Employee, and Employee desires to accept such employment, subject to the terms and conditions of this Agreement.
B. The Parties acknowledge adequate consideration, including the mutual covenants herein and Employee’s compensation, the sufficiency of which is hereby confirmed.

1.3 Employment Relationship
Employer hereby employs Employee, and Employee hereby accepts employment with Employer, commencing on [START DATE] (the “Commencement Date”) on an at-will basis as defined in Section 2.1.

2. DEFINITIONS

The following capitalized terms have the meanings set forth below. Defined terms include any grammatical variations thereof.

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

“At-Will Employment” – a relationship that may be terminated by either Party at any time, with or without Cause or advance notice, subject only to (i) any statutory or public-policy exceptions recognized under New York law; and (ii) the notice provisions of Section 3.7.

“Base Salary” – the annualized gross salary set forth in Section 3.3(a), as may be adjusted.

“Cause” – collectively, (i) Employee’s material breach of this Agreement or Employer policy; (ii) dishonesty, fraud, or misconduct; (iii) gross negligence or willful neglect; (iv) conviction of or plea of nolo contendere to any felony or any misdemeanor involving moral turpitude; or (v) any other act or omission that materially injures Employer’s business or reputation.

“Confidential Information” – all non-public, proprietary, or trade secret information of Employer or its Affiliates, whether disclosed orally, in writing, or by inspection.

“Effective Date” – as defined in Section 1.1.

“Good Reason” – (i) a material adverse change in Employee’s title or duties; (ii) a material reduction in Base Salary (other than an across-the-board reduction for similarly situated employees); or (iii) a relocation of Employee’s primary worksite by more than [X] miles, in each case provided Employee gives written notice and a 30-day cure period.

[Add additional defined terms as needed.]

3. OPERATIVE PROVISIONS

3.1 Position & Duties

(a) Title: [POSITION TITLE].
(b) Reporting: Employee shall report to [SUPERVISOR TITLE/NAME].
(c) Responsibilities: Employee shall perform the duties customarily associated with the position and such other duties as reasonably assigned, consistent with Employee’s position and skills.
(d) Best Efforts: Employee shall devote full working time and best efforts to Employer’s business.

3.2 Work Location & Schedule

Primary worksite: [ADDRESS]. Employee shall work [on-site/hybrid/remote] as directed. Normal business hours are [HOURS/DAYS]. Changes require reasonable advance notice.

3.3 Compensation

(a) Base Salary: $[AMOUNT] per annum, payable in accordance with Employer’s standard payroll practices, subject to deductions and withholdings required by law.
(b) Bonus Eligibility: Employee [is/is not] eligible for an annual discretionary bonus of up to [PERCENTAGE OR AMOUNT], contingent upon individual performance and Employer’s financial results.
(c) Benefits: Employee is eligible to participate in Employer’s benefit plans (medical, retirement, etc.) consistent with plan terms.
(d) Reimbursement: Employer shall reimburse reasonable, documented business expenses in accordance with its policies.
[// GUIDANCE: New York Labor Law §195(1)(a) requires a separate written notice at hire specifying rate of pay, pay schedule, and other details. Attach the statutory wage notice as a separate document.]

3.4 Equity (Optional)

[OPTIONAL CLAUSE: Insert stock option or equity grant language if applicable.]

3.5 Employment Status; At-Will Disclaimer

(a) At-Will: Employment is at-will per Section 2.1. No policy, practice, or oral statement shall be construed to create an express or implied contract altering at-will status, except by a written agreement signed by Employer’s [CEO/Board].
(b) Statutory Exceptions: Nothing herein limits Employee’s rights under New York Labor Law §§ 740–741 (whistleblower protection), the New York State Human Rights Law, or any other applicable statute.
[// GUIDANCE: Case law requires clear, conspicuous at-will statements in offer letters and handbooks. Retain bold or uppercase emphasis if desired.]

3.6 Termination

(a) By Either Party: Either Party may terminate the employment relationship at any time, with or without Cause or Good Reason, by providing written notice per Section 3.7.
(b) Automatic Termination: Employment terminates automatically upon Employee’s death or “Disability” (inability to perform essential functions for 90 consecutive days or 120 days in any 12-month period, subject to ADA and NYSHRL accommodation requirements).
(c) Compensation Upon Termination:
 (i) Accrued Obligations: Employer shall pay accrued but unpaid Base Salary, accrued vacation, and reimbursable expenses through the termination date.
 (ii) Severance: [NONE / OR insert severance formula, conditioned on execution of a release compliant with OWBPA, NYLL, and any applicable WARN obligations.]
(d) Return of Property: Within five (5) days of termination, Employee shall return all Employer property.

3.7 Notice Requirements

(a) Employer Notice: Employer shall provide [NUMBER] days’ written notice for a termination without Cause, unless immediate termination is necessary to protect Employer’s legitimate business interests.
(b) Employee Notice: Employee shall provide [NUMBER] days’ written notice prior to resignation. Employer may waive all or part of such notice period and accelerate termination.

3.8 Transition Assistance

Upon notice of termination, Employee shall cooperate in transitioning duties and training successors.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations

Each Party represents and warrants to the other that:
(a) it has full power and authority to enter into and perform this Agreement; and
(b) this Agreement constitutes a valid and binding obligation, enforceable against such Party in accordance with its terms.

4.2 Employee Representations

Employee further represents and warrants that:
(a) No Conflict: Execution of this Agreement and performance of Employee’s duties will not breach any agreement with a prior employer or other third party.
(b) Qualifications: Employee possesses all licenses, permits, and qualifications legally required for the position.
(c) Accuracy of Information: All information provided by Employee to Employer is true, correct, and complete in all material respects.

4.3 Survival

The representations and warranties in this Section 4 shall survive termination of employment for a period of two (2) years, except for those relating to Confidential Information, which survive indefinitely.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Employee shall not, during or after employment, use or disclose Confidential Information except as required in the proper performance of duties or as expressly authorized in writing.

5.2 Intellectual Property

(a) Assignment: Employee hereby assigns to Employer all right, title, and interest in any Work Product conceived or developed during employment that relates to Employer’s business or results from Employer resources.
(b) Further Assurances: Employee shall execute documents and cooperate in securing intellectual property protection.

5.3 Restrictive Covenants (New York)

(a) Non-Competition [OPTIONAL]
 (i) Scope: For a period of [TIME PERIOD] following termination, Employee shall not engage, directly or indirectly, in any business that competes with Employer within [GEOGRAPHIC SCOPE].
 (ii) Reasonableness: The Parties acknowledge that this restriction is no broader than necessary to protect Employer’s legitimate business interests, imposes no undue hardship on Employee, and is not injurious to the public.
[// GUIDANCE: Under New York law, courts strictly scrutinize non-competes. Consider substituting or limiting to non-solicitation and confidentiality clauses for non-executive personnel.]

(b) Non-Solicitation
 (i) Customers: For [TIME PERIOD] post-termination, Employee shall not solicit or service Employer customers with whom Employee had material contact during the last 12 months of employment.
 (ii) Employees: For [TIME PERIOD] post-termination, Employee shall not solicit or hire Employer employees whom Employee supervised or worked with during the last 12 months of employment.

(c) Non-Disparagement
Neither Party shall make any statement intended to harm the other Party’s business reputation, except as required by law.

5.4 Notice of Immunity Under Defend Trade Secrets Act

Pursuant to 18 U.S.C. § 1833(b), Employee is notified that Employee will not be held criminally or civilly liable under any federal or state trade-secret law for disclosure of a trade secret (i) in confidence to a government official or attorney solely for reporting or investigating a suspected violation of law, or (ii) in a sealed court filing.

6. DEFAULT & REMEDIES

6.1 Events of Default

(a) Employee Default: Any breach of Sections 5.1–5.3 or material breach of any other provision after written notice and a 15-day cure period.
(b) Employer Default: Failure to pay compensation when due or material breach of Section 3.3 or 3.6(c) after written notice and a 15-day cure period.

6.2 Remedies

(a) Injunctive Relief: The Parties acknowledge that a breach of Sections 5.1–5.3 would cause irreparable harm for which monetary damages are inadequate. Subject to Section 8.4, a Party may seek temporary, preliminary, and permanent injunctive relief limited to enforcement of those Sections.
(b) Damages: Subject to Section 7.2, the non-breaching Party may recover actual damages, costs, and reasonable attorneys’ fees.
(c) Offset: Employer may offset any undisputed amounts Employee owes against amounts Employer owes to Employee, to the extent permitted by NYLL §193.

7. RISK ALLOCATION

7.1 Indemnification by Employee (Employee Conduct)

Employee shall indemnify, defend, and hold harmless Employer and its Affiliates, and their respective directors, officers, and employees (collectively, “Indemnitees”) from and against any third-party claim, loss, or expense (including reasonable attorneys’ fees) arising out of or related to (i) Employee’s gross negligence, willful misconduct, or breach of this Agreement; or (ii) Employee’s violation of law in the course of employment, except to the extent caused by Employer’s negligence or willful misconduct.

7.2 Limitation of Liability

Except for (i) a Party’s fraud or intentional misconduct, (ii) Employee’s obligations under Section 7.1, and (iii) either Party’s breach of Section 5 (Confidentiality & Restrictive Covenants), each Party’s aggregate liability arising out of or related to this Agreement shall not exceed the sum of Employee’s Base Salary and benefits received during the twelve (12) months immediately preceding the event giving rise to the claim.

7.3 Insurance

Employer shall maintain workers’ compensation and general liability insurance as required by New York law. Employee may, at Employee’s own cost, maintain professional liability insurance.

7.4 Force Majeure

Neither Party shall be liable for delay or failure to perform if due to causes beyond its reasonable control, including acts of God, war, terrorism, epidemic, or governmental action, provided the affected Party gives prompt written 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 New York, without regard to its conflict-of-laws principles.

8.2 Forum Selection

Subject to Section 8.3, the Parties consent to exclusive jurisdiction and venue in the state or federal courts located in [COUNTY], New York. Each Party waives any objection to venue based on forum non conveniens.

8.3 Arbitration (Optional)

[OPTIONAL CLAUSE]
(a) Election: The Parties may, by initialing below, elect to submit all claims (except those for injunctive relief under Section 6.2(a) or claims not arbitrable by law) to final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules.
Employer Initials: _ Employee Initials: _
(b) Fees and Costs: Employer shall advance filing fees; the Arbitrator may reallocate costs in the final award.
(c) Award: Judgment on the arbitrator’s award may be entered in any court of competent jurisdiction.

8.4 Jury Waiver (Optional)

[OPTIONAL CLAUSE]
To the extent permitted by law, each Party irrevocably waives the right to a trial by jury in any civil action arising under or relating to this Agreement.

8.5 Injunctive Relief Preservation

Notwithstanding Section 8.3, either Party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to enforce Sections 5.1–5.3, provided that any other claims are subject to the dispute-resolution mechanism elected above.

9. GENERAL PROVISIONS

9.1 Amendment & Waiver

No amendment or waiver of this Agreement is effective unless in writing and signed by both Parties. A waiver on one occasion is not a waiver of any subsequent breach.

9.2 Assignment

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

9.3 Successors & Assigns

This Agreement binds and benefits the Parties and their permitted successors and assigns.

9.4 Severability & Reformation

If any provision 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 exhibits, schedules, and the statutory wage notice, constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior understandings.

9.6 Counterparts & Electronic Signatures

This Agreement may be executed in counterparts, each of which is deemed an original. Signatures delivered electronically or by facsimile are deemed original signatures.

9.7 Headings

Headings are for convenience only and do not affect interpretation.

10. EXECUTION BLOCK

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

EMPLOYER:
[EMPLOYER LEGAL NAME]

By: _____
Name: ____
Title: ____
Date: ____

EMPLOYEE:

[EMPLOYEE FULL LEGAL NAME]
Date: _______

[// GUIDANCE: Notarization is generally not required for New York employment contracts; include a notary block only if your organization’s policy mandates it.]

EXHIBIT A

(New York Wage Theft Prevention Act Notice)
[Attach completed NYS DOL Form LS 54/LS 57 or employer-formatted equivalent containing all § 195(1)(a) information.]

EXHIBIT B

(Job Description / Performance Metrics)
[Outline specific duties, KPIs, and performance review intervals.]

EXHIBIT C

(Stock Option Grant Notice)
[Include if Section 3.4 is used.]

[// GUIDANCE: Conduct a final review to ensure all optional provisions align with the Parties’ election, confirm numerical cross-references, and integrate corporate policies by reference where appropriate.]