Employment Contract - At-Will - South Dakota

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. Confidentiality, Work Product & Protected Activity.........................10
VI. Default & Remedies.........................................................13
VII. Risk Allocation............................................................15
VIII. Dispute Resolution........................................................16
IX. General Provisions.........................................................18
X. Execution Block............................................................20

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 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.
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. “Protected Activity” means a wage complaint, report, participation, testimony, leave, accommodation request, or other activity protected by controlling law.
8. “Work Product” has the meaning set forth in Section V.2.

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 or advance notice, subject to express written promises and controlling law.
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. [OPTIONAL REQUEST: Employee should provide [NUMBER] days’ written notice when practicable, but failure to do so does not create a contract debt or authorize withholding earned wages.]
d. Final Wages. Whether Employer separates Employee or an Employee without a definite-term written contract quits or resigns, earned wages are due no later than the next regular stated payday on which the hours normally would have been paid, or as soon thereafter as Employee returns Employer property in Employee’s possession, under S.D. Codified Laws §§ 60-11-10 and 60-11-11.
e. Wage Dispute. If wages are disputed, Employer shall give Employee written notice of the amount conceded to be due, less the amount Employee owes Employer that Employee concedes is due, and pay that amount unconditionally within the statutory time under § 60-11-13. Acceptance does not release a claim to the disputed balance.

3.3 Compensation & Benefits

a. Base Salary. Employer shall pay Employee a base salary of $[AMOUNT] per [year/hour] on regular agreed paydays designated in advance as [PAYDAYS], subject to deductions and withholdings permitted by law. Wages must be paid at least once each calendar month under S.D. Codified Laws § 60-11-9 unless another law provides otherwise.
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 shall make deductions only as controlling law permits. This Agreement is not authorization for a particular voluntary deduction, loss charge, property charge, or setoff.
f. Wage-Claim Protection. Employer shall not discharge, discriminate, or threaten or engage in reprisal because Employee makes a wage complaint protected by § 60-11-17.1, institutes or is about to institute a proceeding, or testifies or is about to testify in such a proceeding.

3.4 Business Expenses

Employer shall reimburse reasonable, properly documented business expenses under its written policy and applicable law.

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. CONFIDENTIALITY, WORK PRODUCT & PROTECTED ACTIVITY

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 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 & Work Product

a. Employee assigns to Employer work product created within the scope of Employee’s duties and specifically described in [IP SCHEDULE / INVENTIONS RIDER].
b. Employee shall identify pre-existing and excluded material in [SCHEDULE]. Any broader invention assignment must appear in a separately signed rider reviewed by South Dakota 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 South Dakota 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.

VI. 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.

VII. 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 South Dakota 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.

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

For claims the Parties may lawfully confine to a judicial forum, they consent to jurisdiction and venue in the state courts located in [COUNTY], South Dakota. 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. South Dakota 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 South Dakota counsel and applies only to the extent lawful and enforceable.

8.5 Limited 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.

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

SOURCES CONSULTED

• South Dakota Legislature, current official API text for S.D. Codified Laws §§ 60-11-9, 60-11-10, 60-11-11, 60-11-13 and 60-11-17.1.
• U.S. Government Publishing Office, 18 U.S.C. § 1833(b).

END OF DOCUMENT