Employment Contract - At-Will - Oregon

AT-WILL EMPLOYMENT AGREEMENT

(State of Oregon)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement & Duties
4. At-Will Nature; Statutory Exceptions
5. Compensation & Benefits
6. Expense Reimbursement
7. Representations & Warranties
8. Confidentiality, Work Product & Protected Activity
9. Termination; Notice Obligations
10. Responsibility for Conduct
11. Risk Allocation
12. Default & Remedies
13. Dispute Resolution
14. General Provisions
15. Execution Block
16. Exhibit A – Oregon Compliance Checklist

1. DOCUMENT HEADER

This At-Will Employment Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER LEGAL NAME], an [Oregon / foreign] [corporation/LLC/etc.] with its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE FULL LEGAL NAME], residing at [ADDRESS] (“Employee”). Employer and Employee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals
A. Employer desires to employ Employee, and Employee desires to accept employment with Employer, on the terms and conditions set forth herein.
B. Adequate consideration exists, including but not limited to the mutual promises contained herein and Employee’s employment and compensation.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the Parties agree as follows:

2. DEFINITIONS

For ease of reference, capitalized terms have the meanings assigned below. Undefined capitalized terms shall have their plain-English meaning as commonly understood in the employment context.

“Cause” – [DEFINE with specificity: e.g., gross misconduct, material breach, felony conviction, etc.].

“Confidential Information” – All non-public information of Employer … [tailor].

"Good Reason" – [If applicable].

"Protected Activity" – A report, communication, leave request, complaint, participation, testimony, or other conduct protected by controlling law.

[Add additional definitions alphabetically.]

3. ENGAGEMENT & DUTIES

3.1 Position. Employee shall serve as [TITLE], reporting to [SUPERVISOR TITLE].

3.2 Duties. Employee shall perform the duties customarily associated with the position and such other duties as Employer may reasonably assign, consistent with Oregon law.

3.3 Full-Time Efforts. Employment is [full-time/part-time]; Employee shall devote [XX]% of working time and best efforts to Employer’s business.

3.4 Work Location; Remote Work. [If remote/hybrid, add applicable Oregon reimbursement language.]

4. AT-WILL NATURE; STATUTORY EXCEPTIONS

4.1 At-Will Employment. Employment is “at will,” meaning either Party may terminate the relationship at any time, with or without Cause or advance notice, subject only to:

a. Express written promises contained in this Agreement;
b. Controlling prohibitions against discrimination, retaliation, and interference with protected rights; and
c. Nonwaivable wage, leave, benefit, and other legal obligations.

4.2 No Implied Contract. No oral statements, company practices, handbooks, or policies shall create an express or implied contract of continued employment.

4.3 Modification. Any change to at-will status must be set forth in a separate written agreement signed by Employer’s [CEO/Board] and Employee.

5. COMPENSATION & BENEFITS

5.1 Salary. Employer shall pay Employee a base salary of $[AMOUNT] per [pay period], less applicable withholdings.

5.2 Incentive Compensation. [Describe bonus/commission plan or state “none.” Include disclaimer of discretion.]

5.3 Benefits. Employee shall be eligible for benefits described in Employer’s policies, including health insurance, retirement plans, and paid time off, subject to plan terms.

5.4 Regular Paydays. Employer will establish regular paydays and pay wages due on [PAYDAYS]. A regular pay interval may not exceed 35 days under ORS 652.120.

5.5 Oregon Sick Time. Employer will provide sick time under its written policy and ORS 653.601–653.661. The policy must address accrual or lawful frontloading, eligibility, qualifying uses, notice, carryover, annual-use limits, and whether time is paid. Oregon generally requires one hour for every 30 hours worked or a compliant 40-hour frontload. Sick time is paid when the statutory employee-count threshold is met—generally 10 employees, or six for employers with operations in Portland—and otherwise may be unpaid. Qualifying sick-time use will not be counted under an absence-control policy in a manner that leads to adverse action.

5.6 Other Benefits. Vacation, bonus, commission, severance, and other benefits are earned and payable only under their controlling written terms and applicable law. Oregon sick-time law does not itself require payout of unused statutory sick time at separation.

6. EXPENSE REIMBURSEMENT

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

7. REPRESENTATIONS & WARRANTIES

7.1 Employee represents that (a) Employee is not subject to any existing restrictive covenant impairing employment; (b) all information provided to Employer is true; and (c) Employee will comply with all applicable laws and Employer policies.

7.2 Employer represents that it is duly authorized to enter into and perform this Agreement.

7.3 Survival. Sections 7, 8, 9, 10, 11, 12, and 13 survive termination.

8. CONFIDENTIALITY, WORK PRODUCT & PROTECTED ACTIVITY

8.1 Confidentiality

Employee shall 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.

Nothing in this Agreement prohibits or requires advance approval for Employee to make a good-faith report protected by ORS 659A.199 or other law, provide information or testimony to a government body, file or participate in an agency charge, testify truthfully, comply with legal process, discuss matters protected by controlling labor law, or consult Employee’s attorney. This Section does not expand statutory coverage or authorize unlawful access to information.

8.2 Intellectual Property

Employee assigns to Employer work product created within the scope of Employee’s duties and specifically described in [IP SCHEDULE / INVENTIONS RIDER]. Employee shall identify pre-existing and excluded material in [SCHEDULE]. Any broader invention assignment must appear in a separately signed rider reviewed by Oregon counsel.

8.3 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.

8.4 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 Oregon counsel under law current when signed and enforced.

8.5 Return of Property

On request or separation, Employee shall return Employer property, subject to lawful record-retention, protected-reporting, and litigation-preservation rights.

9. TERMINATION; NOTICE OBLIGATIONS

9.1 Employer Termination. Employer may terminate at will by delivering written notice to Employee.

9.2 Employee Resignation. Employee may terminate at will. [OPTIONAL REQUEST: Employee should provide two weeks’ written notice when practicable, but failure to do so does not create a contract debt or authorize withholding earned wages.]

9.3 Final Wages.

a. If Employer discharges Employee or employment ends by mutual agreement, earned and unpaid wages are due no later than the end of the first business day after termination under ORS 652.140.
b. If Employee quits without a definite-term contract after giving at least 48 hours’ notice, excluding Saturdays, Sundays, and holidays, earned and unpaid wages are due immediately on the last day worked.
c. Without that notice, earned and unpaid wages generally are due within five days, excluding Saturdays, Sundays, and holidays, or on the next regular payday, whichever occurs first. The special time-record procedure in ORS 652.140(2)(c) applies when the Employer needs regularly required time records to determine wages.
d. If a wage amount is disputed, Employer will timely and unconditionally pay the amount conceded to be due as ORS 652.160 requires.

9.4 Obligations Upon Termination. Employee shall (a) return all Employer property, and (b) cooperate in transition.

10. RESPONSIBILITY FOR CONDUCT

10.1 Individual Responsibility. Each Party remains responsible to the extent provided by applicable law for that Party’s own fraud, willful misconduct, and material breach.

10.2 No General Employee Indemnity. Employee has no general duty under this Agreement to defend or indemnify Employer or its affiliates. An Employer claim against Employee does not itself authorize a wage deduction or offset.

11. RISK ALLOCATION

11.1 Limitation of Liability. No contractual cap applies to earned wages, promised benefits, discrimination, retaliation, statutory leave, 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 Oregon counsel.

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

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

12. DEFAULT & REMEDIES

12.1 Contract Breach. A Party claiming a curable breach should provide written notice and a reasonable opportunity to cure when delay will not prejudice a nonwaivable right or legal deadline.

12.2 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.

13. DISPUTE RESOLUTION

13.1 Governing Law. Oregon law governs this Agreement, without regard to conflict-of-laws principles, except where controlling law requires otherwise.

13.2 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], Oregon. Nothing restricts access to a government agency or a forum controlling law makes available.

13.3 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. Oregon counsel must review the rider under current state and federal law.

13.4 Jury Waiver (Optional Separate Rider). Any jury waiver must appear in a separately signed rider reviewed by Oregon counsel and applies only to the extent lawful and enforceable.

13.5 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.

14. GENERAL PROVISIONS

14.1 Amendment & Waiver. No amendment is effective unless in writing and signed by both Parties. No waiver is effective unless in writing and shall not constitute a continuing waiver.

14.2 Assignment. Employee may not assign this Agreement or delegate duties without Employer’s written consent. Employer may assign to a successor by merger, acquisition, or sale of substantially all assets.

14.3 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.

14.4 Integration. This Agreement constitutes the entire agreement between the Parties concerning employment, superseding all prior oral or written agreements.

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

15. EXECUTION BLOCK

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

[Notary block or witness signatures, if required.]

16. EXHIBIT A – OREGON COMPLIANCE CHECKLIST

☐ Employer has selected and documented a lawful Oregon sick-time accrual or frontload method.

☐ Employer has determined whether sick time is paid under the 10-employee statewide or six-employee Portland threshold.

☐ Employer’s absence-control policy excludes qualifying Oregon sick-time absences from discipline.

☐ Payroll has procedures for the final-wage deadlines in ORS 652.140 and unconditional payment of conceded wages under ORS 652.160.

☐ Employer has reviewed applicable Oregon and federal leave, discrimination, accommodation, safety, pay-equity, scheduling, and local requirements for this employee and worksite.

SOURCES CONSULTED

• Oregon Legislative Assembly, 2025 Oregon Revised Statutes, Chapter 652, §§ 652.120, 652.140 and 652.160.
• Oregon Legislative Assembly, 2025 Oregon Revised Statutes, Chapter 653, §§ 653.601–653.661.
• Oregon Legislative Assembly, 2025 Oregon Revised Statutes, Chapter 659A, § 659A.199.
• Oregon Bureau of Labor and Industries, current Oregon sick-time guidance.
• Oregon Legislative Assembly, 2026 Oregon Laws Amended and Repealed Tables (no amendment or repeal listed for the cited Oregon sections through the 2026 regular session).
• U.S. Government Publishing Office, 18 U.S.C. § 1833(b).

END OF DOCUMENT