AT-WILL EMPLOYMENT AGREEMENT

(Oregon – Comprehensive Template)

[// GUIDANCE: This template is drafted to meet Oregon statutory requirements, incorporate commonly-used defensive provisions, and allow for rapid customization. Bracketed items must be completed or deleted prior to execution.]

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. Covenants & Restrictions
   8.1 Confidentiality
   8.2 Intellectual Property
   8.3 Restrictive Covenants (Non-Solicit / [Optional] Non-Compete)
9. Termination; Notice Obligations
10. Indemnification
11. Limitation of Liability
12. Default & Remedies
13. Dispute Resolution
14. General Provisions
15. Execution Block
16. Exhibit A – State-Mandated Notices (Oregon)

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].

“Covered Period” – The time from the Effective Date through the first anniversary of termination, unless a shorter period is mandated by law.

“Good Reason” – [If applicable].

“Protected Activity” – Conduct protected by ORS Chapter 659A, the Oregon Safe Employment Act, or other applicable law (e.g., whistleblowing, wage claims, discrimination complaints, concerted activity under the NLRA).

[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. Statutory prohibitions against termination for protected classes or Protected Activity; and
c. The covenant of good faith and fair dealing implied under Oregon law solely as it relates to payment of earned wages.

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 Payroll; Final Wages. Wages will be paid [bi-weekly/semi-monthly]. Upon termination:

a. If Employee quits with ≥48 hours’ written notice, final wages are due on last day worked.
b. If Employee quits without required notice, final wages are due within five (5) business days or the next regular payday, whichever occurs first.
c. If Employer terminates Employee, final wages are due not later than the end of the first business day after termination.
[// GUIDANCE: These timeframes track ORS 652.140.]

6. EXPENSE REIMBURSEMENT

Employer shall reimburse reasonable, pre-approved business expenses in accordance with its reimbursement policy and ORS 652.310 et seq.

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. COVENANTS & RESTRICTIONS

8.1 Confidentiality

Employee shall hold Confidential Information in strict confidence both during and after employment and use it solely for Employer’s benefit.

8.2 Intellectual Property

All Work Product created within the scope of employment is “work made for hire” and the exclusive property of Employer. Employee hereby assigns any rights to such Work Product.

8.3 Restrictive Covenants

a. Non-Solicitation. During employment and for twelve (12) months thereafter, Employee shall not directly or indirectly solicit or induce any employee or contractor of Employer to leave Employer.

b. [OPTIONAL] Non-Competition. IF Employer elects to impose a post-employment non-compete, the Parties must comply with ORS 653.295, including but not limited to:
i. Written notice delivered at least 14 days before the earlier of the first day of employment or the acceptance of the offer;
ii. Employee’s classification as exempt under FLSA and ORS 653.020;
iii. Employee’s annual compensation at or above the statutory threshold [INSERT CURRENT FIGURE];
iv. Duration not to exceed 12 months post-termination; and
v. Employer’s continued payment of the greater of (A) 50 % of Employee’s gross base salary and commissions at termination, or (B) 50 % of the annual median family income for a family of four as published by the U.S. Census Bureau, for the restricted period.
[// GUIDANCE: Omit or tailor sub-clause (b) if Employer will not impose a non-compete.]

c. Reasonableness & Reformation. If any covenant is found overbroad, a court may reform it to the minimum scope necessary for enforceability.

d. Injunctive Relief. Notwithstanding Section 12.2, Employer may seek injunctive relief only to prevent irreparable misuse of Confidential Information or trade secrets, subject to Section 13 (Dispute Resolution).

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 by providing [two (2) weeks] written notice, unless a shorter period is mutually agreed.

9.3 Termination for Cause. Employer may terminate immediately for Cause, with unpaid wages owing through the termination date.

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

10. INDEMNIFICATION (EMPLOYEE CONDUCT)

10.1 Employee Indemnity. Employee shall indemnify, defend, and hold harmless Employer, its affiliates, and their respective officers, directors, and agents from any and all losses, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or relating to Employee’s (i) gross negligence, (ii) willful misconduct, or (iii) material breach of this Agreement.

10.2 Procedure. Employer shall promptly notify Employee of any claim and allow Employee to assume defense, subject to Employer’s right to participate.

11. LIMITATION OF LIABILITY

11.1 Cap. Except for (a) unpaid wages or benefits due to Employee under this Agreement, (b) Employer’s wilful misconduct, or (c) claims that cannot be limited under applicable law, Employer’s aggregate liability shall not exceed the total base salary and benefits actually paid to Employee during the twelve (12) months immediately preceding the event giving rise to liability.

11.2 No Consequential Damages. Neither Party shall be liable to the other for incidental, consequential, or punitive damages, except as required by law.

12. DEFAULT & REMEDIES

12.1 Events of Default. A Party is in default if it materially breaches this Agreement and fails to cure within ten (10) days after receipt of written notice (or immediately if the breach is incapable of cure).

12.2 Remedies.
a. Monetary damages subject to Section 11;
b. Specific performance or limited injunctive relief under Section 8.3(d);
c. Recovery of reasonable attorneys’ fees and costs, including on appeal, to the prevailing Party.

13. DISPUTE RESOLUTION

[// GUIDANCE: Select ONE of the following options and delete the unused bracketed language.]

13.1 Mediation. The Parties shall first attempt good-faith mediation in [COUNTY], Oregon.

13.2 [OPTION A – Arbitration (Optional)]
a. Scope. Any dispute arising out of or relating to this Agreement shall be resolved by confidential, binding arbitration administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules then in effect.
b. Venue. Hearings shall be held in [COUNTY], Oregon.
c. Authority. The arbitrator may award all remedies available at law, except that injunctive relief is limited as set forth in Section 8.3(d).
d. Fees. Employer shall pay arbitration filing and administrative fees to the extent required by AAA rules or applicable law.

13.2 [OPTION B – State Court (Default)]
The state courts of the State of Oregon sitting in [COUNTY] shall have exclusive jurisdiction.

13.3 Jury Trial Waiver (Optional). IF enforceable, the Parties knowingly, voluntarily, and irrevocably waive any right to a jury trial. [Delete if not desired.]

13.4 Governing Law. This Agreement is governed by the laws of the State of Oregon, without regard to conflict-of-laws principles.

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 any provision is invalid, the remainder shall remain in force, and the invalid provision shall be reformed to the minimum extent necessary for validity.

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

14.5 Counterparts; E-Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Electronic signatures are binding.

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 – STATE-MANDATED NOTICES (OREGON)

1. No adverse action will be taken against any employee who in good faith reports workplace safety concerns or files a complaint under ORS 654.062.
2. Employees are entitled to leave protections under the Oregon Family Leave Act (OFLA) and, if applicable, the federal Family and Medical Leave Act (FMLA).
3. Employer will pay all earned, unused paid time off on termination to the extent required by ORS 653.010 et seq.
   [Add any additional mandatory notices based on industry or workforce size.]

[// GUIDANCE:
1. Confirm non-compete compliance before inserting Section 8.3(b).
2. Review wage payment timelines each legislative session.
3. Adjust salary threshold references annually to mirror current statutory figures.
4. Delete all guidance comments and unused bracketed text prior to finalization.]