Employment Contract - At-Will

AT-WILL EMPLOYMENT AGREEMENT

(State of Rhode Island)

TABLE OF CONTENTS

1. Document Header
2. Definitions

3. Operative Provisions
   3.1 Employment & Duties
   3.2 Compensation & Benefits
   3.3 Business Expenses
   3.4 Paid Time Off & Leave
   3.5 Policies & Handbooks

4. Representations & Warranties

5. Confidentiality, Work Product & Protected Activity
   5.1 Confidentiality
   5.2 Intellectual Property & Work Product
   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

9. General Provisions
10. 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 with no specified term that either Party may end at any time, with or without Cause or advance notice, subject to express written promises and controlling law.

“Cause” means [customize objective triggers—e.g., willful misconduct, material breach, etc.].

“Confidential Information” means all non-public information of Employer, whether or not marked confidential, including trade secrets, customer lists, pricing, and proprietary methodologies.

“Protected Activity” means reporting or refusing to participate in conduct as protected by R.I. Gen. Laws § 28-50-3 or engaging in other conduct protected by controlling law.

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 and has no specified term. Either Party may end employment at any time, with or without Cause or advance notice, subject to express written promises and controlling law.
(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 deductions and withholdings permitted by law.
(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) Pay Frequency. Employer shall designate regular paydays and comply with R.I. Gen. Laws § 28-14-2.2. Employees generally are paid weekly unless their compensation is fixed at a biweekly, semimonthly, monthly, or yearly rate or the Director permits a qualifying employer to pay less frequently under the statute.

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

Employer shall provide sick and safe leave under its written policy and R.I. Gen. Laws §§ 28-57-4 to 28-57-6. An employer with at least 18 Rhode Island employees generally must permit accrual of at least one paid hour per 35 hours worked, up to 40 hours per year. An employer with fewer than 18 employees is exempt from the paid-accrual requirement but may not take adverse action solely for an employee’s qualifying use of up to 40 hours per year, subject to the Act. The policy shall address lawful frontloading, carryover, waiting periods, qualifying uses, and notice. The Act does not itself require payout of unused statutory sick and safe leave at separation.

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. CONFIDENTIALITY, WORK PRODUCT & PROTECTED ACTIVITY

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.

Nothing in this Agreement prohibits or requires advance approval for Employee to make a report protected by R.I. Gen. Laws § 28-50-3 or other law, provide information or testimony to a public body, participate in an investigation, hearing, inquiry, or court action, refuse to violate or assist in violating law, file 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 & Work Product

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 Rhode Island 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, noninterference, or nondisparagement covenant. Any proposed restraint must appear in a separately signed rider tailored to the employee and reviewed by Rhode Island counsel under law current when signed and enforced.

5.5 Return of Property

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

6. DEFAULT & REMEDIES

6.1 Separation. Either Party may end employment as Section 3.1(b) provides. [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.]

6.2 Effect of Termination
(a) Final Compensation. Employer shall pay earned and unpaid wages on the next regular payday at the usual place of payment under R.I. Gen. Laws § 28-14-4(a). If Employer separates Employee because Employer is liquidating, merging, disposing of, or moving the business out of state, the 24-hour rule and benefit provisions in § 28-14-4(c) apply.
(b) Vacation. After at least one year of service, vacation accrued or awarded under a collective-bargaining agreement, company policy, or other agreement becomes wages payable on the next regular payday as § 28-14-4(b) provides.
(c) Post-Termination Obligations. Sections 5, 6.3, 7, 8, and 9 survive termination.

6.3 Wage Dispute. If wages are disputed, Employer shall give Employee written notice of the amount conceded to be due and pay that amount unconditionally within the statutory time under R.I. Gen. Laws § 28-14-8. Acceptance does not release a claim to the disputed balance.

6.4 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.

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 Employer. An Employer 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 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 Rhode Island counsel.

7.3 Insurance

[OPTIONAL: “Employer 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. 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. For claims the Parties may lawfully confine to a judicial forum, they consent to jurisdiction and venue in the state courts located in [COUNTY], Rhode Island. Nothing restricts access to a government agency or a forum controlling law makes available.

8.3 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. Rhode Island counsel must review the rider under current state and federal law.

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

8.5 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.

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. 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.

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

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.

[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: ___________

SOURCES CONSULTED

• Rhode Island General Assembly, current Title 28, Chapter 14, §§ 28-14-2.2, 28-14-4 and 28-14-8.
• Rhode Island General Assembly, current Title 28, Chapter 57, §§ 28-57-4 to 28-57-6.
• Rhode Island General Assembly, current Title 28, Chapter 50, § 28-50-3.
• Rhode Island General Assembly, current Chapter 14 index (confirming § 28-14-2.7 does not exist).
• U.S. Government Publishing Office, 18 U.S.C. § 1833(b).

END OF DOCUMENT