AT-WILL EMPLOYMENT AGREEMENT

(State of South Dakota)

TABLE OF CONTENTS

I. Document Header.............................................................2
II. Definitions..................................................................3
III. Operative Provisions........................................................5
IV. Representations & Warranties................................................9
V. Covenants & Restrictions...................................................10
VI. Default & Remedies.........................................................13
VII. Risk Allocation............................................................15
VIII. Dispute Resolution........................................................16
IX. General Provisions.........................................................18
X. Execution Block............................................................20

[// GUIDANCE: Section numbers auto-update in most modern word processors. Cross-check after final edits.]

I. DOCUMENT HEADER

1. Parties.
   This At-Will Employment Agreement (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER LEGAL NAME], a [STATE OF INCORPORATION] [corporation/LLC/etc.] with its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE NAME], residing at [ADDRESS] (“Employee”). Employer and Employee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

2. Recitals.
   A. Employer desires to employ Employee in the position of [TITLE].
   B. Employee desires to accept such employment on the terms and conditions set forth herein.
   C. The Parties intend that the employment relationship be at-will under South Dakota law, subject only to the exceptions and limitations expressly set forth herein and in applicable law.

3. Governing Law & Venue.
   This Agreement shall be governed by, and construed in accordance with, the laws of the State of South Dakota, without regard to its conflict-of-laws rules.

II. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Defined terms appear in boldface the first time they are used and thereafter bear the same meaning throughout.

1. “Affiliate” means, with respect to a given entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.
2. “Agreement Year” means each consecutive twelve-month period beginning on the Effective Date and each anniversary thereof.
3. “At-Will Employment” means employment that may be terminated by either Party at any time, with or without Cause or advance notice, except as limited by (a) this Agreement, (b) public-policy exceptions recognized under South Dakota law (e.g., retaliation for protected activity, refusal to commit an unlawful act, etc.), and (c) federal or state anti-discrimination statutes.
4. “Cause” means (i) Employee’s material breach of this Agreement or Employer policy, (ii) willful misconduct, fraud, or dishonesty, (iii) conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude, (iv) material violation of Employer’s workplace safety or substance-abuse rules, or (v) any other conduct constituting grounds for termination under Employer’s written policies then in effect.
5. “Compensation” means the aggregate of Base Salary, bonuses (if any), equity compensation (if any), and Benefits payable to Employee under Section III.3.
6. “Confidential Information” means all non-public information, whether oral, written, electronic, or otherwise, relating to Employer’s business that a reasonable person would consider confidential, including trade secrets as defined under applicable law.
7. “Disability” means Employee’s inability, due to physical or mental incapacity, to perform the essential functions of the position, with or without reasonable accommodation, for a period of [90] consecutive days or [120] days in the aggregate during any 12-month period.
8. “Protected Activity” means any action Employee takes that is protected by law, including filing a workers’ compensation claim, reporting illegal conduct, or engaging in concerted activity under the National Labor Relations Act.
9. “Territory” means the geographic area in which Employee performed services for Employer during the 12 months preceding termination of employment.
10. “Work Product” has the meaning set forth in Section V.2(b).

[// GUIDANCE: Add or delete definitions to fit the position (e.g., “Key Customers,” “Inventions”). Make sure all defined terms are used at least once.]

III. OPERATIVE PROVISIONS

3.1 Position, Duties & Reporting

a. Employer hereby employs Employee as [TITLE]. Employee shall report to [POSITION] or such other person as Employer designates.
b. Employee shall devote full working time and best efforts to Employer and shall perform all duties customarily associated with the position and such additional duties as Employer reasonably assigns.
c. Employee shall comply with all applicable laws, professional standards, and Employer policies as amended from time to time.

3.2 At-Will Employment; Termination

a. The employment relationship is at-will. Either Party may terminate employment at any time, with or without Cause, by providing [NUMBER] days’ advance written notice (the “Notice Period”).
[// GUIDANCE: South Dakota law does not require a notice period, but many employers adopt 1–2 weeks for orderly transition. A shorter Notice Period may be used for hourly employees.]
b. Employer may terminate employment immediately for Cause, paying only earned but unpaid Compensation through the termination date.
c. Employee may terminate employment for any reason; failure to work through the Notice Period (absent Employer’s waiver) shall be deemed a voluntary resignation without Good Reason.
d. Upon termination, Employer shall pay (i) accrued but unpaid Base Salary, (ii) any earned but unpaid bonus under an existing written plan, and (iii) all reimbursable business expenses submitted in accordance with policy.
e. Nothing herein limits any right or remedy provided by law for wrongful termination that falls within a recognized exception to at-will employment (e.g., public-policy discharge).

3.3 Compensation & Benefits

a. Base Salary. Employer shall pay Employee a base salary of $[AMOUNT] per [year/hour], payable in accordance with Employer’s normal payroll schedule, subject to lawful deductions and withholdings.
b. Bonuses. Employee [is/is not] eligible to participate in Employer’s discretionary bonus program, subject to its terms as amended from time to time.
c. Benefits. Employee shall be eligible to participate in Employer’s benefit plans (medical, dental, retirement, etc.) on the same basis as similarly-situated employees, subject to plan terms and eligibility requirements.
d. Paid Time Off (“PTO”). Employee shall accrue PTO at the rate of [X] hours per pay period, subject to Employer’s PTO policy and applicable law.
e. Payroll Deductions. Employer may withhold from any payments due to Employee any amounts required by law or authorized in writing by Employee.

3.4 Business Expenses

Employer shall reimburse reasonable and necessary business expenses incurred by Employee in the performance of duties, in accordance with Employer’s expense reimbursement policy and Internal Revenue Code § 62 accountable plan requirements.

3.5 Conditions Precedent

Employee’s obligations hereunder are conditioned upon (i) completion of background and reference checks satisfactory to Employer, (ii) execution of all proprietary-rights agreements required by Employer, and (iii) presentation of legally sufficient work authorization documents (Form I-9).

IV. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations. Each Party represents that it has full power and authority to enter into this Agreement and perform its obligations hereunder.

4.2 Employee Representations. Employee further represents and warrants that:
a. Employee is not subject to any agreement, order, or policy that would conflict with or be breached by Employee’s employment with Employer;
b. Employee will not disclose to Employer, or induce Employer to use, any confidential information belonging to any third party; and
c. All information provided to Employer during the hiring process is true, complete, and not misleading.

4.3 Survival. The representations and warranties in this Section IV shall survive termination of employment for a period of [2] years, except as to fraud, which shall survive indefinitely.

V. COVENANTS & RESTRICTIONS

5.1 Confidentiality

a. During employment and thereafter, Employee shall hold Confidential Information in strict confidence and use it solely for Employer’s benefit.
b. Nothing in this Agreement prohibits Employee from reporting possible violations of law to any governmental agency or from making other disclosures protected by law (“Protected Disclosures”).

5.2 Intellectual Property & Work Product

a. All Work Product conceived, developed, or reduced to practice by Employee, alone or with others, in the course of employment (“Work Product”) shall be Employer’s exclusive property, to the maximum extent permitted by law.
b. Employee hereby assigns to Employer all right, title, and interest in and to the Work Product, including all related intellectual-property rights, and agrees to execute all documents reasonably requested to perfect such rights.

5.3 Non-Competition (Optional)

a. Restricted Activity. Employee shall not, for a period of [up to 2 years] after termination of employment (the “Restricted Period”), directly or indirectly engage in the same or a substantially similar business as Employer within the Territory.
[// GUIDANCE: South Dakota law limits employee non-competes to a maximum of 2 years and to the geographic area where the employee actually worked. Tailor both the duration and Territory to comply.]
b. Exception. This Section 5.3 shall not apply if (i) Employer terminates Employee without Cause and (ii) Employer elects in writing to waive the covenant.
c. Severability/Blue-Penciling. If any portion of this covenant is found unenforceable, the court shall modify and enforce the covenant to the maximum extent permitted by law.

5.4 Non-Solicitation

During the Restricted Period, Employee shall not solicit or attempt to solicit any customer or prospective customer with whom Employee had material contact during the 12 months preceding termination for purposes of providing competing products or services.

5.5 Non-Disparagement

Each Party agrees not to make public statements that disparage the other Party, except as required by law or in lawful testimony.

5.6 Notice Obligations & Cure Periods

Employee shall give Employer prompt written notice of any potential violation of Sections 5.1–5.4 and afford Employer [10] days to cure any alleged breach before asserting any claim based on such violation.

VI. DEFAULT & REMEDIES

6.1 Events of Default

The following constitute an “Event of Default” by Employee:
a. Material breach of this Agreement;
b. Failure to comply with Employer policies after written notice and [5] business days to cure, if curable;
c. Commission of Cause.

6.2 Notice & Opportunity to Cure

Except where an Event of Default is not reasonably curable, Employer shall provide written notice specifying the nature of the default and allow Employee the applicable cure period.

6.3 Employer Remedies

Upon an Event of Default, Employer may:
a. Terminate employment immediately;
b. Seek injunctive relief pursuant to Section VIII.4 (limited scope);
c. Recover actual damages, subject to the limitation of liability in Section VII.2;
d. Recover reasonable attorneys’ fees and costs incurred in enforcing this Agreement.

6.4 Employee Remedies

If Employer materially breaches this Agreement and fails to cure within [15] days of written notice, Employee may resign for “Good Reason” (which shall be deemed a Constructive Discharge) and pursue remedies available under applicable law.

VII. RISK ALLOCATION

7.1 Indemnification (Employee Conduct)

Employee shall indemnify, defend, and hold Employer and its Affiliates harmless from and against any and all claims, losses, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or relating to Employee’s (i) willful misconduct, (ii) gross negligence, or (iii) material breach of this Agreement or Employer policy.

7.2 Limitation of Liability

Except for (a) unpaid Base Salary and earned Benefits through termination, (b) indemnification obligations under Section 7.1, and (c) liabilities that cannot be limited by law, Employer’s aggregate liability to Employee arising out of or relating to this Agreement shall not exceed the total amount of Base Salary and Benefits paid or payable to Employee during the 12 months immediately preceding the event giving rise to the claim.

7.3 Insurance

Employer may, at its sole discretion, maintain directors’ and officers’ liability insurance or other coverage applicable to Employee’s position; Employee shall cooperate in securing any such coverage.

7.4 Force Majeure

No Party shall be liable for failure to perform any obligation (other than payment obligations) if such failure is caused by events beyond its reasonable control, including natural disasters, acts of war, labor unrest, epidemic, or governmental action.

VIII. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and all claims arising hereunder shall be governed by South Dakota law, exclusive of choice-of-law principles.

8.2 Forum Selection

Any state-court action arising out of or relating to this Agreement shall be brought exclusively in the courts of competent jurisdiction located in [COUNTY], South Dakota.

8.3 Arbitration (Optional)

a. Arbitration Election. By initialing below, the Parties agree to resolve all covered claims by binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules:

Employer Initials: _ Employee Initials: _
b. Covered claims include, but are not limited to, wage-and-hour disputes, wrongful termination, and statutory discrimination claims, but exclude (i) claims for workers’ compensation, unemployment insurance, and (ii) actions for provisional injunctive relief.
c. The arbitrator shall have authority to award any relief available under law, subject to Section 7.2.

[// GUIDANCE: Remove Section 8.3 if arbitration is not elected.]

8.4 Jury Waiver (Optional)

TO THE EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.

[// GUIDANCE: Strike or retain in line with company policy.]

8.5 Limited Injunctive Relief

The Parties acknowledge that a breach of Sections 5.1–5.4 would cause irreparable harm. Therefore, a Party may seek temporary or preliminary injunctive relief solely to enforce those Sections, provided such relief is narrowly tailored and subject to the limitation of liability in Section 7.2.

8.6 Attorneys’ Fees

The prevailing Party in any action or arbitration arising out of this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs, except as otherwise prohibited by law.

IX. GENERAL PROVISIONS

1. Amendment & Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by both Parties.
2. Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Employer may assign to an Affiliate or a successor by merger, consolidation, or asset sale.
3. Successors & Assigns. This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.
4. Severability. If any provision is held unenforceable, the remaining provisions shall remain in full force, and the court shall modify the unenforceable provision to the minimum extent necessary.
5. Integration. This Agreement, together with any agreements expressly incorporated herein, constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior oral or written agreements.
6. Electronic Signatures. Signatures delivered electronically or by facsimile shall be deemed original.
7. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument.
8. Captions. Section headings are for convenience only and do not affect interpretation.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this At-Will Employment Agreement as of the Effective Date.

[// GUIDANCE: South Dakota does not require notarization for employment agreements. Obtain a witness signature only if company policy mandates.]

END OF DOCUMENT