SOUTH CAROLINA AT-WILL EMPLOYMENT AGREEMENT

[// GUIDANCE: Insert this document on letterhead or with a professional cover page as desired.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
   A. Employment & Duties
   B. Compensation & Benefits
   C. Term & Termination
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

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

1. [EMPLOYER LEGAL NAME], a [STATE OF ORGANIZATION] [TYPE OF ENTITY], with its principal place of business at [ADDRESS] (“Employer”); and
2. [EMPLOYEE FULL LEGAL NAME], residing at [ADDRESS] (“Employee”).

Employer and Employee are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”

Recitals

A. Employer desires to employ Employee in the position of [POSITION/TITLE] and Employee desires to accept such employment, all on the terms and conditions set forth herein.
B. This Agreement is intended to establish an at-will employment relationship under South Carolina law, subject only to the statutory and common-law exceptions expressly preserved herein.
C. Adequate consideration exists, including mutual promises and the compensation described below.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

II. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Defined terms may be used in the singular or plural and shall apply equally to both genders.

“Affiliate” – Any entity controlling, controlled by, or under common control with Employer.
“Agreement” – This South Carolina At-Will Employment Agreement, including all exhibits and schedules.
“Base Salary” – The annualized salary set forth in Section III.B.1, as may be adjusted from time to time.
“Cause” – Any of the events described in Section III.C.4(a)–(f).
“Confidential Information” – Has the meaning given in Section V.1.
“Disclosing Party” – Has the meaning given in Section V.1.
“Good Reason” – Has the meaning given in Section III.C.4(g).
“Protected Activity” – Any activity protected by S.C. Code Ann. § 41-1-110, applicable whistleblower statutes, or other non-waivable public policy exceptions.
“Restricted Period” – The period specified in Section V.3(a).
“Territory” – The geographic area specified in Section V.3(a).

[// GUIDANCE: Add or delete defined terms to match actual deal points.]

III. OPERATIVE PROVISIONS

A. Employment & Duties

1. Position. Employer hereby employs Employee as [POSITION], reporting to [TITLE OF SUPERVISOR].
2. Duties. Employee shall devote [FULL-TIME/PART-TIME] working time, best efforts, skill, and attention to the performance of lawful duties as may be assigned and consistent with the position.
3. Policies. Employee must comply with all lawful Employer policies, procedures, and codes of conduct as amended from time to time, provided that no such policy shall modify the at-will nature of employment unless executed in a separate writing signed by the President/CEO and Employee and bearing the conspicuous legend required by S.C. Code Ann. § 41-1-110.

B. Compensation & Benefits

1. Base Salary. Employer shall pay Employee a Base Salary of $[AMOUNT] per [YEAR], payable in accordance with Employer’s normal payroll practices and the South Carolina Payment of Wages Act.
2. Incentive Compensation. [DESCRIBE BONUS/COMMISSION PLAN OR INSERT “None.”]
3. Employee Benefits. Employee shall be eligible to participate in Employer’s benefit plans generally available to similarly-situated employees, subject to the terms of such plans, which may be amended or terminated at Employer’s discretion.
4. Expense Reimbursement. Employer shall reimburse Employee for reasonable, properly documented business expenses in accordance with Employer’s reimbursement policy.

C. Term & Termination

1. At-Will Employment. Employment is at-will and may be terminated by either Party at any time, with or without Cause, notice, or prior warning, except as otherwise provided herein or by non-waivable law.
2. Voluntary Resignation. Employee may resign at any time upon [OPTIONAL: ___ days] written notice. Employer may elect to waive all or part of such notice period and accelerate the termination date, provided Employee receives compensation through the earlier of (i) the end of the notice period or (ii) the termination date.
3. Automatic Termination. Employment shall terminate automatically upon Employee’s death or Total Disability (as defined in Employer’s long-term disability plan).
4. Termination for Cause; Good Reason.
   a. Cause includes: (i) gross misconduct; (ii) material breach of this Agreement; (iii) willful dishonesty; (iv) felony conviction; (v) material violation of Employer policy; or (vi) any act or omission that, in Employer’s reasonable judgment, harms Employer’s reputation or business.
   b. Good Reason means: (i) Employer’s material breach of this Agreement that remains uncured 30 days after written notice; or (ii) a material reduction in Base Salary not applicable to similarly-situated employees.
5. Final Pay. Upon termination, Employer shall pay all wages earned through the termination date and any accrued, unused paid time off in accordance with Employer policy and applicable law.
6. Post-Termination Obligations. Sections IV–IX survive termination.

IV. REPRESENTATIONS & WARRANTIES

1. Mutual Authority. Each Party represents it has full right, power, and authority to enter into and perform this Agreement.
2. Employee Representations. Employee represents that:
   a. Entry into this Agreement does not violate any other agreement or duty;
   b. Employee possesses all licenses and qualifications required for the position;
   c. Employee will notify Employer immediately of any conflict, restriction, or legal impediment that could affect performance.
3. Survival. The representations and warranties in this Section survive termination for a period of [ONE (1) YEAR].

V. COVENANTS & RESTRICTIONS

1. Confidentiality

Employee shall not, during or after employment, use or disclose “Confidential Information,” meaning any non-public information relating to Employer or its Affiliates, except (i) as required in good-faith performance of duties, (ii) with Employer’s prior written consent, or (iii) as legally compelled after prompt notice to Employer. Nothing herein restricts Employee from engaging in Protected Activity or disclosing information as permitted by law.

2. Intellectual Property

All discoveries, inventions, works of authorship, and trade secrets conceived or developed by Employee in the course of employment (“Work Product”) shall be the sole and exclusive property of Employer. Employee hereby assigns to Employer all right, title, and interest in and to such Work Product and agrees to execute further documents as requested to effectuate ownership.

3. Restrictive Covenants

a. Non-Competition. During employment and for [RESTRICTED PERIOD, e.g., TWELVE (12) MONTHS] thereafter (the “Restricted Period”), Employee shall not, within [TERRITORY, e.g., a 50-mile radius from any Employer facility where Employee worked], engage in any business that competes with the principal business of Employer, except as expressly authorized in writing.
b. Non-Solicitation. During employment and for the Restricted Period, Employee shall not (i) solicit or divert any customer or prospective customer with whom Employee had material contact, or (ii) solicit or induce any employee or contractor of Employer to terminate or reduce his or her relationship with Employer.
c. Reasonableness; Blue Pencil. The Parties agree these covenants are reasonable and necessary for Employer’s protection. To the extent any covenant is found unenforceable, a court of competent jurisdiction may modify such covenant to the minimum extent necessary to render it enforceable under South Carolina law.
d. Carve-Outs. Nothing herein limits Employee’s right to (i) accept employment outside the Territory, (ii) work for a non-competitive division of a diversified company, or (iii) engage in passive investments of <5 % in a publicly-traded company.

[// GUIDANCE: Non-competes in South Carolina must be supported by consideration, limited in time/territory, and not contrary to public policy. See e.g., Carolina Chemical Equip. Co. v. Muckenfuss, 471 S.E.2d 721 (S.C. 1996). Adjust scope as necessary.]

4. Return of Property

Within three (3) days of termination, Employee shall return all Employer property, documents, and Confidential Information in whatever form, without retaining copies.

VI. DEFAULT & REMEDIES

1. Events of Default. Any breach of Sections V.1–V.4 or material breach of any other provision constitutes an “Event of Default.”
2. Notice & Cure. Except for breaches of confidentiality or restrictive covenants (which need no cure period), the non-breaching Party shall provide written notice and a ten (10) day opportunity to cure before pursuing remedies.
3. Remedies. Upon an uncured Event of Default, the non-breaching Party may pursue:
   a. Specific performance;
   b. Monetary damages;
   c. Limited Injunctive Relief as expressly preserved in Section VIII.2;
   d. Recovery of reasonable attorneys’ fees and costs incurred in enforcement.
4. Cumulative Remedies. The rights and remedies herein are cumulative and in addition to any rights available at law or in equity, except as limited by Section VII.2 (Liability Cap).

VII. RISK ALLOCATION

1. Indemnification (Employee Conduct)

Employee shall indemnify, defend, and hold harmless Employer, its Affiliates, and their respective officers, directors, and employees from and against any and all losses, liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of or related to (i) Employee’s willful misconduct, gross negligence, or violation of law; or (ii) Employee’s breach of this Agreement. Employer shall promptly notify Employee of any indemnifiable claim and afford Employee the right to assume the defense, subject to Employer’s approval of counsel (not to be unreasonably withheld).

2. Limitation of Liability

Except for (i) unpaid wages or benefits lawfully owed to Employee, (ii) liability arising from Employer’s willful misconduct or violations of non-waivable law, and (iii) indemnification obligations hereunder, Employer’s aggregate liability to Employee under this Agreement shall not exceed an amount equal to the total Base Salary and employer-paid benefits actually accrued and unpaid as of the event giving rise to liability.

3. Insurance

Employer maintains workers’ compensation insurance as required by law and may maintain other insurance in its sole discretion. Employee shall comply with all claims-handling procedures.

4. Force Majeure

Neither Party shall be liable for failure to perform due to causes beyond its reasonable control, including natural disasters, acts of war or terrorism, epidemics, or governmental orders, provided the impacted Party promptly notifies the other and resumes performance as soon as practicable.

VIII. DISPUTE RESOLUTION

1. Governing Law; Forum Selection. This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its choice-of-law rules. Subject to Section VIII.3 (Arbitration), the Parties consent to exclusive jurisdiction and venue in the state courts located in [COUNTY, SC].

2. Injunctive Relief (Limited). The Parties acknowledge that a breach of Section V (Covenants & Restrictions) may cause irreparable harm not adequately compensated by money damages. Accordingly, a Party may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction limited solely to enforce confidentiality or restrictive covenant obligations, without the necessity of posting bond, to the extent permitted by law.

3. Arbitration (Optional). [SELECT ONE:
   (a) “Arbitration. Any controversy or claim, except for the limited injunctive relief preserved in Section VIII.2, shall be resolved by binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules in [CITY], South Carolina. Judgment on the award may be entered in any court of competent jurisdiction.”
   (b) “Reserved. The Parties do not agree to arbitrate disputes under this Agreement.”]

4. Jury Waiver (Optional). [IF DESIRED: “TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.”]

IX. GENERAL PROVISIONS

1. Amendment & Waiver. No amendment or waiver of this Agreement is effective unless in writing and signed by both Parties. A waiver on one occasion is not a waiver on any subsequent occasion.
2. Assignment. Employee may not assign or delegate any rights or obligations without Employer’s prior written consent. Employer may assign this Agreement to any Affiliate or successor by merger, consolidation, or asset transfer.
3. Successors & Assigns. This Agreement binds and benefits the Parties and their respective permitted successors and assigns.
4. Severability & Reformation. If any provision is held unenforceable, such provision shall be modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force.
5. Integration. This Agreement (including any exhibits) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, whether oral or written.
6. Counterparts. This Agreement may be executed in multiple counterparts, each of which is deemed an original and all of which together constitute one instrument.
7. Electronic Signatures. Signatures delivered by facsimile, PDF, or other reliable electronic means shall be deemed effective as originals.
8. Headings. Section headings are for convenience only and do not affect interpretation.
9. Construction. The Parties acknowledge that each has had the opportunity to consult legal counsel; therefore, ambiguities shall not be construed against either Party.
10. Notices. All notices required hereunder must be in writing and delivered (i) personally, (ii) by certified mail (return receipt requested), (iii) by nationally-recognized overnight courier, or (iv) by email with confirmation of receipt, to the addresses set forth in the preamble or as later designated.

X. EXECUTION BLOCK

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

[OPTIONAL NOTARY ACKNOWLEDGMENT FOR SOUTH CAROLINA]

State of South Carolina
County of [COUNTY]

Subscribed and sworn before me on ____, 20__.

Notary Public for South Carolina
My Commission Expires: ____

[// GUIDANCE:
1. Insert a conspicuous handbook disclaimer if this Agreement will be placed inside an employee handbook. Under S.C. Code Ann. § 41-1-110, the disclaimer must be in underlined capital letters on the first page, signed by the employee, and expressly state that the handbook does not create a contract.
2. Verify that restrictive-covenant scope (time, territory, and activity) is narrowly tailored to Employer’s legitimate business interests to maximize enforceability.
3. Consider adding COBRA, FMLA, and other federally-mandated notices where applicable.
4. Review wage deductions under S.C. Code Ann. § 41-10-30 prior to authorizing any offsets from final pay.
5. Remove optional jury-waiver or arbitration language if not desired.
6. Use this template as a baseline; customize to reflect industry-specific compliance obligations (e.g., healthcare, transportation, securities).]