AT-WILL EMPLOYMENT AGREEMENT

(Pennsylvania)

[// GUIDANCE: This template is drafted for private-sector, non-union, at-will employment in the Commonwealth of Pennsylvania. Customize all bracketed items before use and review for compliance with any industry-specific regulations.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Position, Duties & At-Will Status
   3.2 Compensation & Benefits
   3.3 Business Expenses
   3.4 Company Policies
4. Representations & Warranties
5. Covenants & Restrictions
   5.1 Confidentiality
   5.2 Intellectual Property
   5.3 Non-Solicitation
   5.4 [Optional] Non-Competition
6. Default & Remedies
7. Risk Allocation
   7.1 Indemnification (Employee Conduct)
   7.2 Limitation of Liability
   7.3 Insurance & Offset
   7.4 Force Majeure
8. Dispute Resolution
   8.1 Governing Law & Forum Selection
   8.2 [Optional] Arbitration
   8.3 [Optional] Jury Trial Waiver
   8.4 Injunctive Relief (Limited)
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

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

• [Employer Legal Name], a [State of Formation] [Entity Type] with principal offices at [Address] (“Company”); and
• [Employee Full Legal Name], residing at [Address] (“Employee”).

(Company and Employee are each a “Party” and, collectively, the “Parties.”)

Recitals
A. Company desires to employ Employee, and Employee desires to accept such employment, on an at-will basis under the terms set forth herein.
B. Adequate consideration, including employment-related compensation and access to Confidential Information (as defined below), is acknowledged.

NOW, THEREFORE, in consideration of the mutual covenants contained 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.

“Cause” means (a) material breach of this Agreement; (b) willful misconduct; (c) fraud, dishonesty, or theft; (d) conviction of, or plea of nolo contendere to, a felony; or (e) violation of Company policy resulting in material harm.

“Confidential Information” means all non-public, proprietary, or trade-secret information of Company, whether oral, written, electronic, or stored in any medium, including but not limited to financial data, client lists, pricing, and technical information.

“Intellectual Property” or “IP” means any invention, discovery, development, improvement, process, work of authorship, or other subject matter protectable under patent, copyright, trademark, trade-secret, or similar laws.

“Restricted Period” has the meaning set forth in Section 5.4(b).

[Insert additional defined terms as needed.]

3. OPERATIVE PROVISIONS

3.1 Position, Duties & At-Will Status

a. Position. Employee shall serve as [Job Title] and perform the duties customarily associated with such position and any other duties reasonably assigned by Company.
b. Work Location. [Remote / On-Site at Company Address / Hybrid].
c. At-Will Employment. Employment is “at-will,” meaning either Party may terminate the relationship at any time, with or without Cause, reason, or advance notice, subject only to:
i. Any notice period elected in Section 3.1(d); and
ii. Exceptions recognized under Pennsylvania law (e.g., statutory prohibitions, public-policy exceptions, and any express or implied contract modifications).
d. [Optional] Notice of Termination. Either Party shall provide [ __ ] days’ written notice before termination; Company may elect to provide pay in lieu of all or part of such notice.
[// GUIDANCE: Pennsylvania does not require advance notice for at-will employment. This optional notice period is contractual.]

3.2 Compensation & Benefits

a. Base Salary. $[ __ ] per [year], payable in accordance with Company’s standard payroll schedule and subject to legally required withholdings.
b. Incentive Compensation. [Describe bonus/commission plan or “None.”]
c. Benefits. Employee shall be eligible to participate in Company’s benefit plans on the same basis as similarly-situated employees, subject to plan terms and ERISA.
d. Paid Time Off. [Describe accrual method or unlimited PTO policy in compliance with PA Wage Payment & Collection Law.]
e. Withholdings. Company may withhold all taxes or amounts required by law or elected by Employee.

3.3 Business Expenses

Company shall reimburse reasonable, necessary business expenses incurred in good faith and properly documented, consistent with Company policy.

3.4 Company Policies

Employee shall comply with all written policies, codes of conduct, handbooks, and procedures as may be amended from time to time; provided, however, no policy shall alter the at-will nature of employment absent an express, signed written agreement by an authorized officer.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority. Each Party represents it has full power and authority to enter into and perform this Agreement.
4.2 Employee Representations. Employee represents and warrants that:
a. No Conflict. Execution and performance will not breach any prior agreement or restrictive covenant.
b. Qualifications. Employee possesses all licenses, permits, and qualifications required for the position.
4.3 Survival. The representations and warranties in Sections 4.1–4.2 survive termination of this Agreement for a period of [12] months.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Employee shall hold Confidential Information in trust and confidence, use it solely for Company’s benefit, and not disclose it except as authorized. Obligations continue during and after employment until such information becomes public through no fault of Employee.

5.2 Intellectual Property

a. Assignment. Employee hereby assigns to Company all right, title, and interest in any IP conceived or developed, in whole or part, during employment and related to Company’s business or utilizing Company resources.
b. Further Assurances. Employee shall execute documents and cooperate to secure Company’s IP rights.
c. Limited License Back. Company grants Employee a non-exclusive license to use portfolio materials solely for résumé/portfolio purposes, provided no confidential or proprietary information is revealed.

5.3 Non-Solicitation

For 12 months following termination, Employee shall not, directly or indirectly, (a) solicit, divert, or take away any customers or prospective customers with whom Employee had material contact during the last 12 months of employment, or (b) induce or attempt to induce any Company employee, consultant, or contractor to terminate or reduce its relationship with Company.

5.4 [Optional] Non-Competition

[// GUIDANCE: Under Pennsylvania law, a covenant not to compete must be (1) ancillary to an employment relationship; (2) supported by adequate consideration (initial employment qualifies; post-hire covenants require new consideration); and (3) reasonably limited in time, geography, and scope. Customize carefully.]

a. Consideration. In consideration of access to Confidential Information and continued employment, Employee agrees as follows:
b. Restriction. During employment and for [ __ ] months thereafter (the “Restricted Period”), Employee shall not engage, within [ __ ] miles of [primary work location] or any jurisdiction in which Company conducts business, in any activity that is competitive with Company’s [describe business line].
c. Blue-Pencil. If any part of this Section 5.4 is held unenforceable, a court of competent jurisdiction may modify the scope, duration, or geography to the minimum extent necessary to render it enforceable.

6. DEFAULT & REMEDIES

6.1 Events of Default
a. Employee Default: (i) material breach of Sections 5.1–5.4; (ii) failure to perform material duties after written notice and [10] days to cure (if capable of cure); or (iii) termination for Cause.
b. Company Default: material breach of payment obligations or any other material covenant, unremedied within [30] days after written notice.

6.2 Remedies
a. Equitable Relief. Each Party acknowledges monetary damages may be inadequate for breach of Sections 5.1–5.4 and agrees that limited injunctive relief may be sought to enforce those provisions.
b. Damages. Subject to Section 7.2, the non-defaulting Party may recover direct damages, costs, and reasonable attorneys’ fees.
c. Set-Off. Company may offset undisputed, liquidated amounts owed by Employee against earned but unpaid incentive compensation, to the extent permitted by the Pennsylvania Wage Payment & Collection Law.

7. RISK ALLOCATION

7.1 Indemnification (Employee Conduct)

Employee shall indemnify, defend, and hold harmless Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from (a) Employee’s gross negligence, willful misconduct, or violation of law, or (b) Employee’s breach of this Agreement.

7.2 Limitation of Liability

Except for (i) Employee’s obligations under Sections 5 and 7.1, and (ii) liabilities that cannot be limited under applicable law, the aggregate liability of Company to Employee under this Agreement shall not exceed the sum of (a) twelve (12) months of Employee’s then-current Base Salary, plus (b) the cash value of accrued but unused PTO and benefits required to be paid under applicable law.

[// GUIDANCE: Pennsylvania courts generally enforce clear contractual liability caps unless unconscionable or barred by statute.]

7.3 Insurance & Offset

Company may maintain employment-practices liability insurance (“EPLI”) and is entitled to any benefits thereunder. Amounts actually recovered under such insurance shall offset any indemnification or damage obligations of Company.

7.4 Force Majeure

Neither Party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, or governmental action, provided that the affected Party gives prompt notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law & Forum Selection

This Agreement and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-laws principles. Subject to Section 8.2, the state courts located in [County], Pennsylvania, shall have exclusive jurisdiction.

8.2 [Optional] Arbitration

a. Election. If both Parties initial below, any dispute arising out of or relating to this Agreement shall be resolved by final, binding arbitration administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules.
Company Initials: _ Employee Initials: ___
b. Venue. Hearings shall be held in [City], Pennsylvania.
c. Costs. Company shall pay any filing or administrative fees beyond the first $200 filed by Employee.
d. Award. The arbitrator may award any remedy available in court, consistent with Section 7.2. Judgment may be entered on the award in any court of competent jurisdiction.

8.3 [Optional] Jury Trial Waiver

To the extent not prohibited by law, each Party irrevocably waives any right to a jury trial for any claim arising out of or related to this Agreement.

8.4 Injunctive Relief (Limited)

Nothing in this Section 8 precludes either Party from seeking temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to enforce Sections 5.1–5.4, provided such relief is narrowly tailored and consistent with Section 6.2(a).

9. GENERAL PROVISIONS

9.1 Amendment & Waiver. No modification or waiver of this Agreement is effective unless in writing and signed by both Parties. A waiver of any breach is not a waiver of any subsequent breach.
9.2 Assignment. Employee may not assign or delegate any rights or obligations without Company’s prior written consent. Company may assign to an affiliate or successor by merger, consolidation, or asset sale.
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, it shall be severed or reformed to the minimum extent necessary to comply with law, without affecting the remainder.
9.5 Integration. This Agreement, together with any exhibits and schedules, constitutes the entire agreement between the Parties and supersedes all prior oral or written understandings regarding the subject matter.
9.6 Counterparts & Electronic Signatures. This Agreement may be executed in counterparts (including PDF or electronic signatures), each of which is deemed an original and together constitute one instrument.
9.7 Notices. All notices must be in writing and delivered by (i) certified U.S. mail (return receipt requested), (ii) nationally recognized overnight courier, or (iii) email with confirmation of receipt, to the addresses set forth in the preamble (or as later designated). Notice is effective on receipt.

10. EXECUTION BLOCK

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

Company:
[Employer Legal Name]
By: ______
Name: [Authorized Signatory]
Title: [Title]
Date: _____

Employee:

[Employee Full Legal Name]
Date: _______

[Optional Notary Acknowledgment, if required for specific provisions under PA law.]

[// GUIDANCE: After customizing, provide each Party with a fully signed copy. Retain originals per Company record-retention policy.]