EMPLOYMENT AGREEMENT (AT-WILL)

State of Tennessee

[// GUIDANCE: This template is drafted to comply with Tennessee law, incorporate the metadata supplied, and reflect current best practices for at-will employment agreements. All bracketed items are intended for attorney customization.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

EMPLOYMENT AGREEMENT (AT-WILL)
This Employment Agreement (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER LEGAL NAME], a [STATE & ENTITY TYPE] with its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE LEGAL NAME], residing at [ADDRESS] (“Employee”). Employer and Employee are each a “Party” and collectively the “Parties.”

Recitals

A. Employer desires to employ Employee, and Employee desires to accept employment, on an at-will basis subject to the terms of this Agreement.
B. The Parties acknowledge the adequacy of the consideration herein.

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

II. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Terms defined in the singular include the plural and vice-versa.

“Base Salary” – Employee’s annualized cash salary as specified in Section III.B.1.
“Benefits” – The employee benefit plans and fringe benefits described in Section III.B.3.
“Cause” – (a) material breach of this Agreement; (b) gross negligence or willful misconduct; (c) conviction of, or plea of nolo contendere to, any felony; or (d) any act of dishonesty or fraud.
“Confidential Information” – All non-public information or trade secrets relating to Employer, whether in tangible or intangible form.
“Effective Date” – The date set forth in the Document Header.
“Good Reason” – (a) material reduction in Base Salary; (b) material diminution in duties; or (c) relocation of primary work site by more than [XX] miles without Employee’s consent.
“Restricted Period” – The period of [12–24] months following termination of employment.
“Territory” – [GEOGRAPHIC SCOPE—e.g., counties in which Employee worked or had material responsibilities during the 12 months preceding termination].

[// GUIDANCE: Add or delete defined terms to fit the position and industry.]

III. OPERATIVE PROVISIONS

A. Employment Relationship; At-Will Status

1. Nature of Employment. Employment is “at-will,” meaning either Party may terminate employment at any time, with or without Cause and with or without advance notice, subject only to the exceptions mandated by applicable law, including Tenn. Code Ann. § 50-1-304 (Tennessee Public Protection Act) and other public-policy limitations.
2. No Modification Absent Writing. No statement—written or oral—shall alter the at-will relationship unless an express written amendment to this Agreement is signed by both Parties.

B. Compensation & Benefits

1. Base Salary. Employer shall pay Employee a Base Salary of $[AMOUNT] per year, payable in accordance with Employer’s regular payroll practices and subject to all required withholdings.
2. Bonus. Employee [is/is not] eligible to participate in Employer’s discretionary bonus program. Any bonus is not earned until actually paid.
3. Benefits. Employee shall be eligible to participate in Employer’s standard benefit plans as in effect from time to time (“Benefits”). Employer reserves the right to amend or terminate any Benefit plan at its sole discretion, consistent with applicable law.
4. Expense Reimbursement. Employer shall reimburse reasonable business expenses in accordance with Employer’s written policies.

C. Duties; Performance Standards

1. Position. Employee shall serve as [TITLE] and perform the duties customarily associated with such position and as otherwise assigned by Employer.
2. Policies & Compliance. Employee shall comply with all lawful policies, codes of conduct, and training requirements.
3. Best Efforts. Employee shall devote full working time and best efforts to Employer’s business.

D. Work Schedule & Location

Employee’s primary work site is [ADDRESS/REMOTE], subject to customary travel. Employer may change work arrangements with reasonable notice.

IV. REPRESENTATIONS & WARRANTIES

1. Authority. Each Party represents that it has full authority to enter into and perform this Agreement.
2. Non-Contravention. Employee represents that performance will not breach any restrictive covenant or other obligation to a prior employer.
3. Qualifications. Employee possesses all licenses and qualifications necessary to perform the duties described herein.

Representations and warranties survive termination as to matters occurring on or before the termination date.

V. COVENANTS & RESTRICTIONS

A. Confidentiality

Employee shall not, during or after employment, disclose or use Confidential Information except in Employer’s service.

B. Intellectual Property & Inventions Assignment

All Work Product conceived or developed by Employee within the scope of employment is Employer’s exclusive property. Employee hereby assigns all right, title, and interest thereto to Employer.

C. Non-Solicitation

During employment and throughout the Restricted Period, Employee shall not, directly or indirectly, solicit or induce any employee, contractor, or customer of Employer with whom Employee had material contact to terminate or alter its relationship with Employer.

D. Non-Competition (Tennessee-Specific)

1. Scope. During employment and for the Restricted Period within the Territory, Employee shall not engage in any business that is competitive with Employer’s Business [DEFINE “BUSINESS”] in a capacity substantially similar to the position held with Employer.
2. Reasonableness. The Parties acknowledge that this covenant is narrowly tailored in duration, geography, and scope to protect Employer’s legitimate business interests consistent with Tennessee law and public policy.
3. Blue-Pencil. If a court finds any provision overbroad, the court is empowered to modify the covenant to the maximum extent enforceable.

[// GUIDANCE: Tennessee courts apply a reasonableness test; durations >2 years or statewide scopes often require stronger justification.]

E. Non-Disparagement

Each Party shall refrain from making false or misleading statements that could reasonably harm the other’s reputation.

VI. DEFAULT & REMEDIES

A. Events of Default

1. By Employee: (a) breach of Sections V.A–V.D; (b) material performance failure not cured within ten (10) days after written notice; or (c) any act constituting Cause.
2. By Employer: (a) material breach of payment obligations not cured within ten (10) days after written notice.

B. Remedies

1. Employer Remedies. Upon Employee default, Employer may (i) terminate employment immediately, (ii) seek monetary damages, and (iii) obtain injunctive relief as limited in Section VIII.D.
2. Employee Remedies. Upon Employer default, Employee may resign for Good Reason and pursue contract damages.
3. Attorneys’ Fees. The prevailing Party in any Action arising under this Agreement shall recover reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

A. Indemnification (Employee Conduct)

Employee shall indemnify, defend, and hold Employer harmless from any Losses arising out of Employee’s (i) willful misconduct, (ii) gross negligence, or (iii) breach of this Agreement.

B. Limitation of Liability

IN NO EVENT WILL EMPLOYER’S AGGREGATE LIABILITY TO EMPLOYEE (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE TOTAL BASE SALARY AND BENEFITS ACTUALLY PAID TO EMPLOYEE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMIT DOES NOT APPLY TO AMOUNTS EXPRESSLY DUE UNDER SECTION III.B OR TO CLAIMS THAT CANNOT BE LIMITED BY LAW.

C. Insurance

Employer shall maintain workers’ compensation and general liability insurance as required by law.

D. Force Majeure

Neither Party shall be liable for failure to perform due to causes beyond its reasonable control, provided prompt written notice is given and performance resumes as soon as practicable.

VIII. DISPUTE RESOLUTION

A. Governing Law

This Agreement and all disputes hereunder are governed by Tennessee law, without regard to conflict-of-law principles.

B. Forum Selection

The Parties consent to exclusive jurisdiction in the state courts located in [COUNTY], Tennessee for any Action not submitted to Arbitration.

C. Arbitration (Optional)

Either Party may elect, by written notice within thirty (30) days of a dispute, to submit the dispute to binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules, held in [CITY], Tennessee, and judgment on the award may be entered in any court of competent jurisdiction.

[// GUIDANCE: Delete this subsection if Employer does not wish to provide an arbitration option.]

D. Jury Waiver (Optional)

TO THE EXTENT PERMITTED BY LAW, THE PARTIES KNOWINGLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.

E. Injunctive Relief (Limited)

The Parties agree that monetary damages may be insufficient to remedy breach of Sections V.A–V.D, and a court of competent jurisdiction may grant injunctive relief limited to enforcing those Sections, without requiring a bond greater than $[AMOUNT].

IX. GENERAL PROVISIONS

1. Amendments & Waivers. Any amendment or waiver must be in a writing signed by both Parties.
2. Assignment. Employee may not assign this Agreement or any rights hereunder without Employer’s written consent; Employer may assign to a successor by merger, consolidation, or asset sale with notice to Employee.
3. Notice. All notices must be in writing and deemed given (a) when delivered personally, (b) one business day after sent by reputable overnight courier, or (c) three business days after mailing by certified U.S. mail, return receipt requested, to the addresses on record or as updated in writing.
4. Severability. If any provision is held invalid, the remainder shall be enforced to the fullest extent permitted, and the offending provision reformed to the minimum extent necessary.
5. Integration. This Agreement constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior agreements or representations, oral or written.
6. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including by electronic signature or PDF), each deemed an original and together constituting one instrument.
7. Headings. Headings are for convenience only and do not affect interpretation.
8. Construction. No presumption against the drafting Party shall apply in construing this Agreement.

X. EXECUTION BLOCK

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

[// GUIDANCE: Notarization is generally not required for employment contracts in Tennessee; include witness or notary lines only if company policy demands.]

© [YEAR] [EMPLOYER LEGAL NAME] – All rights reserved.