AT-WILL EMPLOYMENT AGREEMENT
(Rhode Island – Comprehensive Template)
[// GUIDANCE: This template is intentionally robust. Delete bracketed guidance and fill in all bracketed placeholders before circulation. Confirm all cross-references after any edits.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
3.1 Employment & Duties
3.2 Compensation & Benefits
3.3 Business Expenses
3.4 Paid Time Off & Leave
3.5 Policies & Handbooks - Representations & Warranties
- Covenants & Restrictions
5.1 Confidentiality
5.2 Intellectual Property & Work Product
5.3 Limited Non-Competition (optional)
5.4 Non-Solicitation & Non-Disparagement - Default & Remedies
- Risk Allocation
7.1 Indemnification (Employee Conduct)
7.2 Limitation of Liability
7.3 Insurance
7.4 Force Majeure - Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
AT-WILL EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER LEGAL NAME], a [STATE OF FORMATION] [corporation/limited liability company] having its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE NAME], residing at [ADDRESS] (“Employee”). Employer and Employee are sometimes referred to individually as a “Party” and collectively as the “Parties.”
Recitals
A. Employer desires to employ Employee in an at-will capacity, and Employee desires to accept such employment, on the terms and conditions set forth herein.
B. The mutual promises and covenants contained herein constitute sufficient consideration for this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein, the Parties agree as follows:
2. DEFINITIONS
For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Terms defined in this Section are equally applicable to the singular and plural forms.
“At-Will Employment” means employment that may be terminated by either Party at any time, with or without Cause or advance notice, subject only to (a) the exceptions recognized under applicable Rhode Island law, including but not limited to the public-policy exception (see R.I. Gen. Laws § 28-50-3) and any implied-contract obligations that arise from Employer’s written policies if not properly disclaimed; and (b) any notice requirements expressly set forth in Section 6 below.
“Cause” means [customize objective triggers—e.g., willful misconduct, material breach, etc.].
“Competing Business” has the meaning set forth in Section 5.3(b).
“Confidential Information” means all non-public information of Employer, whether or not marked confidential, including trade secrets, customer lists, pricing, and proprietary methodologies.
“Employee Conduct” means any negligent act, gross negligence, willful misconduct, fraud, or violation of law by Employee in connection with or arising out of the performance of Employee’s duties.
“Protected Activity” means (i) making a good-faith complaint under the Rhode Island Whistleblowers’ Protection Act, R.I. Gen. Laws § 28-50-1 et seq.; (ii) filing a charge or participating in an investigation with a government agency; or (iii) engaging in any activity protected by law that cannot lawfully be restricted by private agreement.
“Restricted Period” has the meaning set forth in Section 5.3(c).
Other capitalized terms are defined where they first appear.
3. OPERATIVE PROVISIONS
3.1 Employment & Duties
(a) Position. Employer hereby employs Employee as [TITLE] reporting to [POSITION]. Duties shall include [DESCRIPTION], together with such other duties as are reasonably assigned.
(b) At-Will Status. Employment is expressly at-will, subject only to the statutory and common-law exceptions referenced in the definition of At-Will Employment. This Agreement is not an express or implied contract for any term.
(c) Best Efforts. Employee agrees to devote full working time and best efforts to Employer’s business and to comply with all lawful directives.
3.2 Compensation & Benefits
(a) Base Salary. Employer shall pay Employee a base salary of $[AMOUNT] per [pay period] (“Base Salary”), subject to payroll withholdings and payable in accordance with Employer’s customary payroll practices and the Rhode Island Payment of Wages Act, R.I. Gen. Laws § 28-14-4.
(b) Bonus/Incentive Compensation. [Describe discretionary or formula-based bonuses.]
(c) Benefits. Employee shall be eligible to participate in Employer’s benefit plans, subject to plan terms.
(d) Wage Notifications. Employer shall provide the written notice of wage information required by R.I. Gen. Laws § 28-14-2.7 on or before the Effective Date and upon any material change.
3.3 Business Expenses
Employer shall reimburse Employee for reasonable, properly documented business expenses in accordance with Employer’s policies.
3.4 Paid Time Off & Leave
Employee shall accrue [X] days of paid time off per year and shall be entitled to leave in accordance with the Rhode Island Parental and Family Medical Leave Act, paid sick and safe leave laws, and Employer’s policies.
3.5 Policies & Handbooks
Employee acknowledges receipt of Employer’s employee handbook and policies. Nothing in any handbook, policy, or prior statement shall be deemed to alter Employee’s at-will status.
4. REPRESENTATIONS & WARRANTIES
4.1 Mutual Authority. Each Party represents that it has full power and authority to enter into this Agreement.
4.2 Employee Representations. Employee represents that:
(a) Employee is not a party to any agreement that would restrict performance hereunder;
(b) Employee will not misuse confidential or proprietary information belonging to any third party; and
(c) All information provided in Employee’s application and onboarding materials is true and complete.
4.3 Survival. The representations and warranties in this Section survive termination of employment.
5. COVENANTS & RESTRICTIONS
5.1 Confidentiality
Employee shall hold all Confidential Information in strict confidence, use it solely for Employer’s benefit, and return or destroy all tangible embodiments promptly upon Employer’s request or termination of employment.
5.2 Intellectual Property & Work Product
(a) Assignment. Employee hereby assigns to Employer all right, title, and interest in any Work Product conceived or developed during employment that relates to Employer’s business.
(b) Further Assurances. Employee shall execute all documents reasonably necessary to effectuate such ownership.
5.3 Limited Non-Competition (Optional)
[// GUIDANCE: Omit Section 5.3 in its entirety if a non-compete is not desired or would violate R.I. Gen. Laws § 28-59.]
(a) Applicability. This Section applies only if Employee’s annualized earnings exceed the statutory minimum under the Rhode Island Noncompetition Agreement Act (“RNAA”), R.I. Gen. Laws § 28-59-3, and Employee is not (i) age 18 or under, (ii) a student intern, (iii) a non-exempt employee under the FLSA, or (iv) employed for 90 days or less.
(b) Definition of “Competing Business.” Any business that substantially competes with Employer in [SPECIFIC INDUSTRY/SECTOR] within the Restricted Territory.
(c) Duration & Territory. Employee shall not, during employment and for [6–12] months thereafter (the “Restricted Period”), within [geographic scope consistent with RNAA reasonableness] (the “Restricted Territory”), directly or indirectly engage in, own, manage, or provide services to a Competing Business.
(d) Garden-Leave/Consideration. Employer shall pay Employee [garden-leave payment or other consideration] during the Restricted Period as required by RNAA § 28-59-3(b)(5).
(e) Blue-Penciling. To the maximum extent permitted by law, any provision held unenforceable shall be reformed to the minimum extent necessary to render it enforceable.
5.4 Non-Solicitation & Non-Disparagement
For [12] months after termination, Employee shall not (i) solicit or induce any employee to leave Employer, or (ii) knowingly disparage Employer or its products/services.
6. DEFAULT & REMEDIES
6.1 Events of Termination
(a) By Employer. Employer may terminate employment at any time, with or without Cause, by providing [ ] days’ written notice or pay in lieu thereof, except no advance notice is required for a termination for Cause.
(b) By Employee. Employee may resign at any time upon [ ] days’ written notice.
(c) Statutory Limitations. Employer shall not terminate Employee for any Protected Activity or for a reason that violates public policy.
6.2 Effect of Termination
(a) Final Compensation. Employer shall pay all earned wages no later than the next regular payday following the termination date, consistent with R.I. Gen. Laws § 28-14-4, or earlier if required by that statute.
(b) Accrued Benefits. Payment of accrued but unused PTO shall be made as required by Employer’s policy or applicable law.
(c) Post-Termination Obligations. Sections 5, 6.3, 7, 8, and 9 survive termination.
6.3 Graduated Remedies
(a) Employee acknowledges that breach of Section 5 would cause irreparable harm; therefore, Employer may seek temporary restraining orders or preliminary injunctions limited solely to the enforcement of Section 5, in any court of competent jurisdiction, pending final resolution under Section 8.
(b) Employer’s remedies include, in order of escalation: (i) written demand to cure within [5] days; (ii) equitable relief; (iii) recovery of actual damages; and (iv) reimbursement of reasonable attorneys’ fees and costs.
7. RISK ALLOCATION
7.1 Indemnification (Employee Conduct)
Employee shall indemnify, defend, and hold harmless Employer, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, losses, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or resulting from Employee Conduct.
7.2 Limitation of Liability
Except for (i) unpaid Base Salary, (ii) vested benefits, and (iii) Employer’s willful misconduct or fraud, Employer’s aggregate liability to Employee arising out of or related to this Agreement shall not exceed the sum of (a) six (6) months of Employee’s then-current Base Salary plus (b) the value of any unpaid, accrued benefits (the “Liability Cap”). In no event shall Employer be liable for consequential, incidental, or punitive damages.
7.3 Insurance
Employer shall maintain workers’ compensation and other legally-required insurance. Employee is solely responsible for any personal insurance coverage beyond Employer’s policies.
7.4 Force Majeure
Neither Party shall be liable for failure to perform due to events beyond its reasonable control, provided the affected Party gives prompt written notice and uses reasonable efforts to resume performance.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Agreement and all disputes hereunder are governed by the laws of the State of Rhode Island, without regard to conflict-of-laws principles.
8.2 Forum Selection. Subject to Section 8.3, the Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [Providence County, Rhode Island] for any suit, action, or proceeding arising out of or relating to this Agreement.
8.3 Arbitration (Optional)
[// GUIDANCE: Complete either Option A (arbitration) or Option B (court litigation) and delete the other.]
• Option A – Binding Arbitration. Any dispute (other than requests for limited injunctive relief under Section 6.3) shall be finally resolved by confidential, binding arbitration administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules in [Providence, RI]. Judgment on the award may be entered in any court of competent jurisdiction. Both Parties waive any right to a jury trial.
• Option B – No Arbitration. The Parties will resolve all disputes exclusively in the state courts specified in Section 8.2. [Optional Jury Waiver: EACH PARTY WAIVES ITS RIGHT TO A TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW.]
9. GENERAL PROVISIONS
9.1 Amendment & Waiver. No amendment or waiver is effective unless in a writing signed by both Parties.
9.2 Assignment. Employee may not assign or delegate any rights or obligations without Employer’s prior written consent. Employer may assign this Agreement to a successor in interest.
9.3 Severability & Reformation. If any provision is held invalid, it shall be reformed to the minimum extent necessary; the remainder of this Agreement remains enforceable.
9.4 Integration. This Agreement constitutes the entire understanding between the Parties and supersedes all prior oral or written agreements regarding the subject matter.
9.5 Counterparts & Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and delivered via facsimile, PDF, or electronic signature (e.g., DocuSign), which shall be deemed legally binding.
9.6 Headings. Section headings are for convenience only and do not affect interpretation.
9.7 Notices. All notices must be in writing and delivered by (i) personal delivery; (ii) certified mail, return receipt requested; or (iii) nationally recognized overnight courier, to the addresses set forth in the preamble (or as later designated). Notice is deemed given upon receipt.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
| EMPLOYER | EMPLOYEE |
|---|---|
| [EMPLOYER LEGAL NAME] | [EMPLOYEE NAME] |
| By: _________ | ______ |
| Name: [PRINTED NAME] | |
| Title: [TITLE] | |
| Date: _______ | Date: _______ |
[Optional Notary Acknowledgment – Rhode Island]
State of Rhode Island
County of ______
On this ___ day of _, 20_, before me, the undersigned notary public, personally appeared ____, proved to me through satisfactory evidence of identification to be the person whose name is signed above, and acknowledged the foregoing instrument.
Notary Public
My Commission Expires: _____
[// GUIDANCE:
1. Confirm compliance with R.I. Gen. Laws § 28-59 for any non-competition clause.
2. If Employer uses arbitration, supply a copy of AAA Employment Rules at onboarding.
3. Review and adjust the Liability Cap to fit Employer’s risk tolerance and any applicable insurance coverage.
4. Verify PTO payout obligations under Employer policy and Rhode Island law.
5. Confirm that all required wage and hour notices are provided separately to Employee.]