OKLAHOMA AT-WILL EMPLOYMENT AGREEMENT

(Comprehensive Template – For Attorney Customization)

[// GUIDANCE: This template is drafted for private-sector, non-union, at-will employment in Oklahoma. It reflects current Oklahoma statutory limits on restrictive covenants, the recognized public-policy exception to the at-will doctrine, and common-law notice considerations. Tailor bracketed placeholders and optional provisions to the specific engagement. Remove guidance comments prior to execution.]

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

Oklahoma At-Will Employment Agreement (the “Agreement”)

This Agreement is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [COMPANY NAME], an [STATE OF ORGANIZATION] [ENTITY TYPE] having its principal place of business at [COMPANY ADDRESS] (“Employer”), and [EMPLOYEE NAME], an individual residing at [EMPLOYEE ADDRESS] (“Employee”). Employer and Employee may be referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals

A. Employer desires to employ Employee, and Employee desires to accept such employment, on an at-will basis under the terms and conditions set forth herein.
B. Employer and Employee acknowledge adequate consideration, including but not limited to the mutual promises contained herein.

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

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below. Terms defined in the singular include the plural and vice-versa.

“Base Salary” – Employee’s gross annual salary, exclusive of bonuses, commissions, or benefits, initially set at [DOLLAR AMOUNT].

“Cause” – (i) Employee’s material breach of this Agreement or written Employer policy; (ii) willful misconduct, fraud, or dishonesty; (iii) conviction of, or plea of nolo contendere to, a felony; (iv) material failure to perform assigned duties after written notice and a ten (10) business-day cure period; or (v) any act or omission that materially harms Employer’s business or reputation.

“Confidential Information” – All non-public information, whether oral, written, or electronic, relating to Employer or its Affiliates, including trade secrets as defined under applicable law.

“Customer” – Any person or entity to whom Employer has sold products or services within the twelve (12) months preceding termination of employment.

“Notice” – A written communication delivered in accordance with Section 9.5.

“Public-Policy Exception” – The narrow Oklahoma law exception permitting tort claims for discharge in contravention of a clear and compelling public policy.

“Restricted Period” – The twelve (12) months immediately following termination of Employee’s employment for any reason.

[// GUIDANCE: Add or delete defined terms to match the specific compensation structure, equity grants, or benefit plans.]

3. OPERATIVE PROVISIONS

3.1 Position and Duties. Employer hereby employs Employee as [TITLE / POSITION]. Employee shall devote full working time, skill, and best efforts to the performance of duties lawfully assigned by Employer. Employee will comply with all lawful Employer policies, codes of conduct, and procedures as amended from time to time.

3.2 At-Will Employment. Employment is “at-will,” meaning either Party may terminate the employment relationship at any time, with or without cause, and with or without advance notice, subject only to the Public-Policy Exception and any notice elected under Section 3.9. Nothing in this Agreement, any handbook, or any oral statement shall be construed to alter the at-will nature of employment absent an express, written agreement signed by Employer’s [TITLE OF AUTHORIZED OFFICER].

3.3 Compensation.
a. Base Salary. Employer shall pay Employee the Base Salary in accordance with Employer’s normal payroll practices, subject to all required withholdings.
b. Bonus/Incentive Compensation. Employee may be eligible to participate in Employer’s discretionary bonus or incentive plans as in effect from time to time. Any such compensation is not earned until paid and does not modify the at-will relationship.
c. Expense Reimbursement. Employer will reimburse reasonable, documented business expenses in accordance with written policy.

3.4 Benefits. Employee shall be eligible to participate in Employer’s standard benefit plans for similarly situated employees, subject to plan terms and applicable law. Employer reserves the right to amend or terminate any benefit plan.

3.5 Working Facilities. Employer shall provide the facilities, equipment, and support reasonably necessary for Employee to perform assigned duties.

3.6 Intellectual Property. All work product, inventions, developments, and other intellectual property conceived or reduced to practice by Employee in the scope of employment (“IP”) shall be the exclusive property of Employer. Employee hereby assigns to Employer all right, title, and interest in such IP and agrees to execute further instruments to perfect such rights.

3.7 Compliance with Laws. Employee shall perform duties in compliance with all applicable federal, state, and local laws and regulations.

3.8 Conditions Precedent. Employment is contingent upon Employee’s:
(i) Presentation of legally sufficient work authorization documentation;
(ii) Successful completion of any background check, drug screening, or other pre-employment condition specified in [BACKGROUND CHECK POLICY REFERENCE]; and
(iii) Execution of this Agreement and any ancillary agreements (e.g., confidentiality acknowledgments).

3.9 Voluntary Notice of Termination. Although not legally required in Oklahoma, the Parties agree to provide [INSERT NUMBER, e.g., “two (2) weeks”] written Notice of intent to terminate employment. Failure to provide such Notice does not create liability for damages but may affect final paycheck timing as permitted by law.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations. Each Party represents that it has full power and authority to enter into and perform this Agreement and that doing so does not violate any other agreement.

4.2 Employee Representations. Employee further represents and warrants that:
a. Employee is under no restrictive covenant, court order, or other obligation that would prevent or limit performance under this Agreement;
b. Employee will not misuse or disclose any confidential information belonging to a prior employer; and
c. Employee possesses any licenses or certifications required for the position and will maintain them in good standing.

4.3 Survival. The representations and warranties herein shall survive termination of employment to the extent necessary for enforcement.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality. Employee shall not, during or after employment, use or disclose Confidential Information except as necessary to perform duties for Employer or as required by law. Upon termination, Employee will promptly return all tangible and electronic materials containing Confidential Information.

5.2 Non-Solicitation of Customers. During employment and throughout the Restricted Period, Employee shall not, directly or indirectly, solicit or divert any Customer for the purpose of offering or providing goods or services in competition with Employer within the geographic areas in which Employer conducted business during Employee’s tenure.
[// GUIDANCE: Oklahoma law generally voids post-employment non-competition agreements but permits customer non-solicitation reasonably limited in time and scope. The one-year Restricted Period is customary; confirm reasonableness case-by-case.]

5.3 Non-Solicitation of Employees. During employment and throughout the Restricted Period, Employee shall not recruit, hire, or solicit Employer’s employees to terminate employment or to work for any competing business.

5.4 Non-Disparagement. Employee shall not make any statement intended to damage Employer’s business reputation, except as required by law or in truthful testimony.

5.5 Permitted Conduct. Nothing in this Agreement restricts Employee from: (i) filing a charge or cooperating with any governmental agency; (ii) exercising statutory rights to discuss wages or working conditions; or (iii) engaging in conduct protected by the Public-Policy Exception.

5.6 Equitable Relief. Employee acknowledges that breach of Section 5 may cause irreparable harm for which monetary damages are inadequate. Subject to Section 8.4 (Injunctive Relief Limitations), Employer may seek injunctive relief in a court of competent jurisdiction.

6. DEFAULT & REMEDIES

6.1 Events of Default. The following constitute events of default:
a. Employee’s breach of any material covenant in Sections 3, 4, or 5;
b. Employer’s failure to pay undisputed wages when due; or
c. Either Party’s violation of applicable law in connection with this Agreement.

6.2 Notice and Cure. The non-defaulting Party shall give written Notice specifying the nature of the default. If the default is capable of cure, the defaulting Party shall have ten (10) business days to cure. Failure to cure permits the non-defaulting Party to pursue remedies under Section 6.3.

6.3 Remedies.
a. Employer Remedies. Upon Employee default, Employer may (i) terminate employment immediately; (ii) seek damages; (iii) obtain equitable relief as allowed; and (iv) recover attorneys’ fees per Section 6.4.
b. Employee Remedies. Upon Employer default, Employee may pursue unpaid wages, benefits, or other remedies available under law or Section 8.

6.4 Attorneys’ Fees and Costs. The prevailing Party in any action to enforce this Agreement shall be entitled to reasonable attorneys’ fees and costs, except as otherwise required by statute.

7. RISK ALLOCATION

7.1 Indemnification by Employee. Employee shall indemnify, defend, and hold harmless Employer, its Affiliates, and their respective officers, directors, and employees from and against any third-party claim, loss, or liability arising from Employee’s gross negligence, willful misconduct, or knowing violation of law occurring in the course of employment.

7.2 Limitation of Liability. To the fullest extent permitted by law, Employer’s aggregate liability arising out of or related to this Agreement shall not exceed the total Base Salary and employer-paid benefits earned by Employee during the twelve (12) months immediately preceding the event giving rise to liability. Neither Party shall be liable for punitive, incidental, or consequential damages except to the extent such damages are awarded to a third party in a claim subject to indemnification.

7.3 Insurance. Employer maintains customary workers’ compensation and general liability insurance. Employer may, at its option, maintain directors & officers or employment practices liability coverage.

7.4 Force Majeure. Neither Party shall be liable for failure to perform due to events beyond its reasonable control including natural disasters, acts of terrorism, or government orders (“Force Majeure Event”), provided the affected Party gives prompt Notice 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 Oklahoma, without regard to conflict-of-laws principles.

8.2 Forum Selection. Subject to Section 8.3, the state and federal courts located in [COUNTY, OKLAHOMA] shall have exclusive jurisdiction. The Parties consent to personal jurisdiction and waive any objection to inconvenient forum.

8.3 Arbitration (Optional). If the Parties elect, by initialing below, to submit disputes to binding arbitration, the following applies:

a. Rules. Arbitration shall be administered by [AAA/JAMS] under its employment arbitration rules.
b. Scope. All claims arising out of or related to this Agreement or employment shall be arbitrated, except claims for injunctive relief per Section 8.4 or claims that cannot lawfully be compelled to arbitration.
c. Costs. Employer shall pay the forum’s filing and administrative fees, except Employee shall pay an amount equal to court filing fees.
d. Award. The arbitrator’s award shall be final and binding and may be entered in any court of competent jurisdiction.

8.4 Injunctive Relief (Limited). A Party may seek temporary or preliminary injunctive relief in court solely to preserve the status quo or protect trade secrets or goodwill, pending final resolution by the chosen forum. Any permanent injunctive relief shall conform to Oklahoma statutory limits on restrictive covenants.

8.5 Jury Trial Waiver (Optional). IF, AND ONLY IF, arbitration is not elected, the Parties may agree to waive the right to a jury trial:

[ ] The Parties hereby knowingly and voluntarily waive the right to trial by jury in any action arising from this Agreement.
[// GUIDANCE: Oklahoma enforces written jury waivers if knowingly and voluntarily made.]

9. GENERAL PROVISIONS

9.1 Amendment and Waiver. This Agreement may be amended only by a written instrument signed by both Parties. A waiver of any provision or breach does not constitute a future waiver.

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

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

9.4 Severability and Reformation. If any provision is held invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to comply with applicable law, and the remaining provisions shall remain in full force.

9.5 Notices. All Notices shall be in writing and deemed given: (i) upon delivery by hand; (ii) one (1) business day after dispatch by reputable overnight courier; or (iii) three (3) business days after deposit in U.S. certified mail, postage prepaid, to the addresses first above written or such other address designated by Notice.

9.6 Integration. This Agreement constitutes the entire agreement between the Parties regarding employment, superseding all prior or contemporaneous oral or written understandings, including any contradictory handbook provisions.

9.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered by electronic means (e.g., PDF, DocuSign) are effective.

10. EXECUTION BLOCK

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

EMPLOYER:
[COMPANY NAME]

By: ____
Name: [AUTHORIZED SIGNATORY]
Title: [TITLE]
Date: ________

EMPLOYEE:

[EMPLOYEE NAME]
Date: _____

[NOTARY ACKNOWLEDGMENT – Include only if required under company policy or transactional context.]

[// GUIDANCE:
1. Retain a signed original in the personnel file.
2. Review restrictive covenant scope for compliance with 15 O.S. § 219A and any subsequent amendments.
3. Confirm wage payment timing and withholding practices under Okla. Stat. tit. 40 and applicable federal law.
4. For multi-state employers, ensure handbook disclaimers and policy acknowledgments are harmonized with this Agreement.]