Employment Contract - At-Will

AT-WILL EMPLOYMENT AGREEMENT

(Pennsylvania)

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. Confidentiality, Work Product & Protected Activity
   5.1 Confidentiality
   5.2 Intellectual Property
   5.3 Federal Trade-Secret Immunity Notice
   5.4 Post-Employment Restraints

6. Default & Remedies

7. Risk Allocation
   7.1 Responsibility for Conduct
   7.2 Limitation of Liability
   7.3 Insurance
   7.4 Emergencies

8. Dispute Resolution
   8.1 Governing Law & Forum Selection
   8.2 Arbitration (Optional Separate Rider)
   8.3 Jury Trial Waiver (Optional Separate Rider)
   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.

[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. Express written promises contained in this Agreement; and
ii. Controlling prohibitions against discrimination, retaliation, interference with protected rights, and nonwaivable wage, leave, benefit, and other obligations.
d. [Optional Request]. Employee should provide [___] days’ written notice when practicable, but failure to do so does not create a contract debt or authorize withholding earned wages.

3.2 Compensation & Benefits

a. Base Salary. $[___] per [year], payable on regular paydays designated in advance as [PAYDAYS], subject to deductions and withholdings permitted by law.
b. Incentive Compensation. [Describe bonus/commission plan or “None.”]
c. Wage Timing. The written compensation terms shall identify when wages are earned. Under Section 3 of the Pennsylvania Wage Payment and Collection Law, wages other than fringe benefits and wage supplements are due within the contractually stated period after the pay period or, if the agreement is silent, within the customary trade period or 15 days after the pay period ends.
d. Benefits and Paid Time Off. Employee may participate in plans and policies for which Employee is eligible, subject to their controlling written terms and applicable law. The written terms shall state when vacation, holiday, separation, bonus, commission, expense reimbursement, or another wage supplement is earned and payable.
e. Hiring and Change Notice. Company shall notify Employee at hiring of the time and place of payment, rate of pay, and wage supplements, and shall provide notice of a change before it takes effect, as Section 4 of the Wage Payment and Collection Law requires.
f. Deductions. Company shall make deductions only as provided by law or authorized by Department of Labor and Industry regulation for Employee’s convenience. This Agreement is not authorization for a particular voluntary deduction, loss charge, property charge, setoff, or counterclaim.
g. Leave. Company shall administer leave under its written policies and applicable federal, Pennsylvania, and worksite-specific local law. Pennsylvania counsel shall review the employee’s work location for local paid-leave requirements.

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. CONFIDENTIALITY, WORK PRODUCT & PROTECTED ACTIVITY

5.1 Confidentiality

Employee shall use Confidential Information only for Company’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 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, 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.

5.2 Intellectual Property

Employee assigns to Company 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 Pennsylvania counsel.

5.3 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.

5.4 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 Pennsylvania counsel under law current when signed and enforced.

5.5 Return of Property

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

6. DEFAULT & REMEDIES

6.1 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.

6.2 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.

6.3 Final Wages. If Company separates Employee from payroll or Employee quits or resigns, earned wages and compensation are due no later than the next regular payday on which they otherwise would be due under Section 5 of the Wage Payment and Collection Law. If Employee requests, payment shall be sent by certified mail.

6.4 Wage Dispute. If wages are disputed, Company shall give Employee or Employee’s counsel written notice of the amount conceded to be due and pay that amount unconditionally within the statutory time. Acceptance does not release a claim to the disputed balance.

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 Company. A Company 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 wage supplements or 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 Pennsylvania counsel.

7.3 Insurance

[OPTIONAL: “Company 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 & Forum Selection

Pennsylvania law governs this Agreement, without regard to conflict-of-laws principles, except where controlling law requires otherwise. For claims the Parties may lawfully confine to a judicial forum, they consent to jurisdiction and venue in the state courts located in [County], Pennsylvania. Nothing restricts access to a government agency or a forum controlling law makes available.

8.2 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. Pennsylvania counsel must review the rider under current state and federal law.

8.3 Jury Trial Waiver (Optional Separate Rider)

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

8.4 Injunctive Relief (Limited)

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 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. 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 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. The Parties may sign counterparts and use an electronic-signature process they accept to the extent applicable law permits.
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.]

SOURCES CONSULTED

• Pennsylvania General Assembly, current official compilation of the Wage Payment and Collection Law, Act of July 14, 1961, P.L. 637, No. 329, §§ 3–7.
• Pennsylvania General Assembly, 2025–2026 S.B. 341 status (proposal to amend the Act remained referred to committee with no votes shown as of verification).
• U.S. Government Publishing Office, 18 U.S.C. § 1833(b).

END OF DOCUMENT