Employment Contract - At-Will - Ohio

LEGAL NOTICE
This template is for general informational purposes only and is not legal advice. No attorney-client relationship is formed by its use. Ohio counsel must review the employment facts, compensation and benefit policies, and every optional rider before use.

AT-WILL EMPLOYMENT AGREEMENT

(State of Ohio)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Confidentiality, Work Product & Protected Activity
6. Separation & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

This AT-WILL EMPLOYMENT AGREEMENT (this “Agreement”) is made as of [EFFECTIVE DATE] by and between:

• [EMPLOYER LEGAL NAME], a [STATE] [ENTITY TYPE] with a principal place of business at [ADDRESS] (“Employer”); and
• [EMPLOYEE FULL LEGAL NAME], an individual residing at [ADDRESS] (“Employee”).

Recitals

A. Employer desires to employ Employee as [POSITION TITLE];
B. Employee desires to accept employment on an at-will basis; and
C. The Parties wish to record their agreement and selected Ohio wage-payment and employee-protection requirements.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

2. DEFINITIONS

“Base Salary” means the cash compensation stated in Section 3.2(a).

“Company Property” means Employer's tangible and intangible property, including Confidential Information.

“Confidential Information” has the meaning assigned in Section 5.1.

“Notice” means written notice delivered under Section 9.5.

3. OPERATIVE PROVISIONS

3.1 Position, Duties & At-Will Nature

(a) Position. Employer employs Employee as [POSITION TITLE], reporting to [SUPERVISOR TITLE]. Employee will perform the position's customary duties and additional lawful duties Employer reasonably assigns.

(b) Efforts. Employee will devote [FULL WORKING TIME / AGREED SCHEDULE] and reasonable best efforts to Employer's business and comply with lawful written policies.

(c) Work Location. Employee's principal work location is [PRIMARY WORK LOCATION], subject to lawful remote-work, travel, and reassignment requirements.

(d) At-Will Employment. Employment has no specified term. Either Party may end it at any time, with or without advance notice or stated cause, subject to controlling law and provisions expressly stated to survive separation. At-will status may be changed only by an express written agreement signed by Employee and Employer's [AUTHORIZED OFFICER].

3.2 Compensation

(a) Base Salary. Employer will pay Employee $[AMOUNT] per [PAY PERIOD], less deductions and withholdings permitted by law.

(b) Pay Schedule. Employer will pay wages on [PAYDAYS]. The schedule must satisfy Ohio Rev. Code § 4113.15, which generally requires payment by the first day of each month for wages earned during the first half of the preceding month and by the fifteenth day for wages earned during the last half, subject to a customary lawful longer lapse, written contract, or other applicable law. More frequent payment is permitted.

(c) Bonuses or Commissions. [DESCRIBE THE PLAN, EARNING CONDITIONS, CALCULATION, AND PAYMENT DATE, OR STATE “NONE.”] A separate plan controls only if identified here and provided to Employee.

3.3 Benefits and Leave

Employee may participate in benefit and leave plans for which Employee is eligible, subject to their controlling written terms and applicable law. Employer will identify any promised vacation, separation, holiday, health, welfare, retirement, or other fringe benefit in a written policy, plan, or schedule.

3.4 Business Expenses

Employer will reimburse reasonable, properly documented business expenses under its written policy and applicable law. Employee will submit supporting documentation within [X] days.

3.5 Deductions

Employer will make only tax withholdings and deductions permitted by controlling law or authorized under an applicable written agreement. This Agreement is not authorization for a particular voluntary deduction unless that deduction is separately identified and signed.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority. Each Party represents that the Party has authority to enter into and perform this Agreement.

4.2 Employee Representations. Employee represents that:

(a) Employee is not bound by an agreement or legal obligation that would conflict with this Agreement;
(b) Employee will not bring to Employer or use another person's confidential information except as lawfully authorized; and
(c) Employee will promptly disclose any known restriction that may impair performance of assigned duties.

4.3 Survival. Section 4 survives separation only to the extent necessary to enforce a representation lawfully.

5. CONFIDENTIALITY, WORK PRODUCT & PROTECTED ACTIVITY

5.1 Confidentiality

Employee will use Confidential Information only for Employer's lawful business and protect it from unauthorized disclosure while it remains confidential. Confidential Information excludes information Employee can document became public without Employee's breach, was lawfully known without a confidentiality duty, or was lawfully received from a third party without a confidentiality duty.

5.2 Protected Reports and Communications

Nothing in this Agreement prohibits or requires advance approval for Employee to follow the reporting procedures and make a report protected by Ohio Rev. Code § 4113.52, make another good-faith report protected by law, provide information or testimony to a government body, file or participate in an agency charge, testify truthfully, comply with legal process, or consult Employee's attorney. Section 4113.52 contains detailed subject-matter, sequence, notice, timing, accuracy, and recipient requirements; this Agreement does not replace or expand them and does not authorize unlawful access to information.

5.3 Work Product

Employee assigns to Employer work product created within the scope of Employee's duties and specifically described in [IP SCHEDULE / INVENTIONS RIDER]. Employee will sign reasonable documents needed to confirm the assignment, at Employer's expense. Employee must list pre-existing and excluded material in [SCHEDULE]. Any broader invention assignment must appear in a separately signed rider reviewed by Ohio counsel.

5.4 Federal Trade-Secret Immunity Notice

Under 18 U.S.C. § 1833(b), an individual is not criminally or civilly liable under federal or state trade-secret law for disclosing a trade secret (a) in confidence to a federal, state, or local government official, directly or indirectly, or to an attorney, solely to report or investigate a suspected legal violation; or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding. An individual suing an employer for retaliation may disclose the trade secret to the individual's attorney and use it in the proceeding if filings containing it are made under seal and disclosure otherwise occurs only by court order. The statute's definition of employee includes contractors and consultants.

5.5 Post-Employment Restraints

This base Agreement imposes no post-employment noncompetition, customer or employee nonsolicitation, or noninterference covenant. Any proposed restraint must appear in a separately signed rider tailored to the employee and reviewed by Ohio counsel under law current when signed and enforced. Occupation-specific restrictions require separate review.

5.6 Return of Property

On request or separation, Employee will return Company Property, subject to lawful record-retention, protected-reporting, and litigation-preservation rights.

6. SEPARATION & REMEDIES

6.1 Separation Notice

Either Party may end employment as Section 3.1(d) provides. Any Notice should identify the effective date, whether Employer terminated Employee or Employee resigned, and Employee's current address or requested lawful payment method.

6.2 Final Wages

Employer will pay earned wages after separation on the schedule required by Ohio Rev. Code § 4113.15 or another controlling law. Separation does not authorize Employer to delay wages, apply an unagreed deduction, or treat an Employer claim as a wage offset.

6.3 Accrued Benefits

Employer will pay or continue vacation, separation pay, holiday pay, bonus, commission, or another fringe benefit only as required by controlling law or the written policy, plan, or agreement governing that benefit.

6.4 Severance

[STATE “NONE,” OR DESCRIBE A SEPARATE SEVERANCE ARRANGEMENT.] Any release, payment condition, or benefit continuation must appear in a separately reviewed agreement and may not waive rights that cannot lawfully be waived.

6.5 Remedies

Each Party may pursue proven damages and relief authorized by controlling law or an enforceable agreement. This Agreement does not predetermine a prevailing Party, establish irreparable harm, guarantee attorneys' fees or injunctive relief, or authorize withholding earned wages as a contract remedy.

7. RISK ALLOCATION

7.1 Responsibility for Conduct

Each Party remains responsible to the extent provided by applicable law for that Party's own fraud, willful misconduct, and material breach. Employee has no general duty under this Agreement to defend or indemnify Employer. An Employer claim against Employee does not itself authorize a wage deduction or offset.

7.2 Limitation of Liability

No contractual cap applies to earned wages, promised benefits, whistleblower, discrimination, or retaliation remedies, statutory damages or penalties, attorneys' fees, or liability that cannot lawfully be waived or limited. Any negotiated cap for a distinct commercial obligation must appear in a separately signed rider reviewed by Ohio counsel.

7.3 Insurance

[OPTIONAL: “Employer will maintain workers' compensation and other insurance required by applicable law.”]

7.4 Emergencies

An emergency does not excuse wage payment or another duty that controlling law makes nonwaivable.

8. DISPUTE RESOLUTION

8.1 Governing Law

Ohio law governs this Agreement, without regard to conflict-of-laws principles, except where controlling law requires otherwise.

8.2 Forum Selection

For claims the Parties may lawfully confine to a judicial forum, they consent to jurisdiction and venue in the state courts located in [COUNTY], Ohio. Nothing restricts access to a government agency or a forum controlling law makes available.

8.3 Arbitration (Optional Separate Rider)

Arbitration applies only if both Parties sign a separate rider identifying covered claims, preserving agency access and nonwaivable remedies, allocating costs lawfully, and providing a neutral process. Ohio counsel must review the rider under current state and federal law.

8.4 Jury Waiver (Optional Separate Rider)

Any jury waiver must appear in a separately signed rider reviewed by Ohio counsel and applies only to the extent lawful and enforceable.

8.5 Injunctive Relief

A Party may request narrowly tailored provisional or permanent relief but must prove every requirement imposed by applicable law. This Agreement creates no presumption of harm or entitlement to equitable relief.

9. GENERAL PROVISIONS

9.1 Amendments; Waiver. An amendment or waiver must be in writing and signed by both Parties. A waiver on one occasion is not a waiver on another.

9.2 Assignment. Employee may not assign duties under this Agreement without Employer's written consent. Employer may assign this Agreement to a successor that assumes Employer's obligations in connection with a merger, consolidation, or sale of substantially all relevant assets.

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

9.4 Severability. If a provision is held invalid or unenforceable, it will be severed or enforced only to the lawful extent permitted by the controlling tribunal, and the remainder will continue in effect. This clause does not require a tribunal to rewrite a provision or restraint.

9.5 Notices. Notices must be in writing and delivered personally, by certified mail, by nationally recognized overnight courier, or by email with confirmed receipt to the addresses below or another address designated by Notice. Notice is effective upon receipt.

Employer Notice Address:
[CONTACT NAME / TITLE]
[STREET ADDRESS]
[EMAIL ADDRESS]

Employee Notice Address:
[EMPLOYEE NAME]
[STREET ADDRESS]
[EMAIL ADDRESS]

9.6 Integration. This Agreement, its exhibits and schedules, and identified policies constitute the Parties' entire agreement concerning its subject matter and supersede prior or contemporaneous understandings concerning that subject matter.

9.7 Counterparts; Electronic Signatures. The Parties may sign counterparts and use an accepted electronic-signature process to the extent they consent and applicable law permits.

10. EXECUTION BLOCK

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

Employer:
[EMPLOYER LEGAL NAME]

By: _______________________________
Name: [AUTHORIZED SIGNATORY]
Title: [TITLE]
Date: _____________________________

Employee:
[EMPLOYEE FULL LEGAL NAME]

Signature: _________________________
Date: _____________________________

SOURCES CONSULTED

• Ohio Laws, current Ohio Rev. Code § 4113.15 (effective version dated March 20, 2019).
• Ohio Laws, current Ohio Rev. Code § 4113.52 (effective version dated March 28, 2024).
• U.S. Government Publishing Office, 18 U.S.C. § 1833(b).

END OF DOCUMENT