Employment Contract - At-Will

AT-WILL EMPLOYMENT AGREEMENT

(State of Texas)

Texas restrictive-covenant alert: This base Agreement contains no post-employment noncompetition covenant. Any proposed covenant must be placed in a separately signed rider reviewed under Tex. Bus. & Com. Code §§ 15.50-.51 and, for covered health-care practitioners, §§ 15.50(b)-(d) and 15.501.

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations
5. Confidentiality, Work Product & Protected Activity
6. Breach & Remedies
7. Responsibility & Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

1. Parties. This At-Will Employment Agreement (the “Agreement”) is entered into as of [EFFECTIVE DATE] by and between [EMPLOYER LEGAL NAME], a [STATE AND ENTITY TYPE] with its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE NAME], residing at [ADDRESS] (“Employee”). Employer and Employee are each a “Party” and together the “Parties.”
2. Position. Employer wishes to employ Employee as [TITLE], and Employee wishes to accept employment on the terms stated below.
3. At-Will Intent. The Parties intend an at-will relationship, subject to this Agreement’s express promises and controlling law.

2. DEFINITIONS

1. “Base Pay” means the salary or hourly wage stated in Section 3.3.
2. “Benefits” means benefit plans or programs for which Employee is eligible under their written terms.
3. “Cause” means a good-faith Employer determination that Employee committed material misconduct, fraud, dishonesty, a material policy violation, or a material breach of this Agreement. Cause is a management definition and does not convert employment into a definite term or limit either Party’s at-will right.
4. “Confidential Information” means non-public information relating to Employer’s business that a reasonable person would understand to be confidential, including a trade secret satisfying Tex. Civ. Prac. & Rem. Code § 134A.002(6), but excluding information Employee may lawfully disclose or use.
5. “Protected Activity” means a report, refusal, complaint, participation, testimony, leave request, accommodation request, wage claim, or other conduct protected by controlling law.
6. “Work Product” means material created by Employee within the scope of assigned duties and specifically described in [WORK-PRODUCT OR INVENTIONS SCHEDULE].

3. OPERATIVE PROVISIONS

3.1 Position, Duties & Reporting

a. Employer employs Employee as [TITLE], reporting to [POSITION].
b. Employee shall perform the position’s customary duties and additional lawful duties reasonably assigned by Employer.
c. Employee shall comply with lawful workplace policies as amended from time to time.

3.2 At-Will Employment

a. Either Party may end employment at any time, with or without cause or advance notice, subject to express written promises and controlling law.
b. Nothing in this Agreement authorizes termination, discipline, or retaliation prohibited by controlling law.
c. [OPTIONAL REQUEST: Employee should provide [NUMBER] days’ written notice when practicable. Failure to provide requested notice does not itself create a debt or authorize withholding earned wages.]

3.3 Compensation & Benefits

a. Base Pay. Employer shall pay Employee $[AMOUNT] per [HOUR/YEAR], subject to lawful deductions and withholdings.
b. Paydays. An employee exempt from the Fair Labor Standards Act overtime provisions must be paid at least monthly; another employee must be paid at least twice monthly. Employer shall identify its regular paydays in [PAYROLL POLICY], consistent with Tex. Labor Code §§ 61.011-.012.
c. Bonus or Commission. Employee [is/is not] eligible for [PROGRAM]. Any commission or bonus is earned and payable only under the program’s written terms, consistent with Tex. Labor Code § 61.015.
d. Benefits and PTO. Employee may participate in written benefit and PTO policies for which Employee satisfies the eligibility terms. This Agreement creates no payout right beyond the controlling written policy and law.
e. Final Wages. If Employer discharges Employee, wages due must be paid no later than the sixth day after discharge. If Employee leaves other than by discharge, wages due must be paid no later than the next regularly scheduled payday. See Tex. Labor Code § 61.014.
f. Deductions. Employer may not withhold or divert wages unless ordered by a court, authorized by state or federal law, or authorized in writing by Employee for a lawful purpose. See Tex. Labor Code § 61.018. This Agreement is not specific authorization for a property, shortage, loss, loan, or other deduction.

3.4 Schedule & Work Location

Employee’s regular schedule is [SCHEDULE], and the primary work location is [LOCATION/REMOTE]. Employer may revise duties, schedules, reporting lines, and work arrangements subject to controlling law and any express written compensation promise.

3.5 Business Expenses

Employer shall reimburse reasonable, properly documented business expenses under [EXPENSE POLICY].

3.6 Conditions of Employment

Employment is conditioned on completion of lawful screening, verification of work authorization, and maintenance of licenses or credentials required for the position.

4. REPRESENTATIONS

1. Each Party represents that the Party has authority to enter into this Agreement.
2. Employee represents that performing the assigned duties will not require disclosure or misuse of another person’s confidential information.
3. Employee shall identify any prior agreement or legal restriction that may conflict with the assigned duties. Employer shall not require Employee to violate a valid third-party obligation.

5. CONFIDENTIALITY, WORK PRODUCT & PROTECTED ACTIVITY

5.1 Confidentiality

Employee shall protect Confidential Information and use it only for Employer’s legitimate business. This duty does not prohibit or require advance approval for Protected Activity, truthful testimony, compliance with legal process, discussion protected by controlling labor law, or consultation with Employee’s attorney.

5.2 Work Product & Inventions

a. Any assignment of Work Product or invention rights must appear in a separately signed schedule or rider identifying the covered work and exclusions.
b. Employee shall list pre-existing or excluded material in [EXCLUSIONS SCHEDULE].
c. Texas counsel must review the rider for ownership, scope, consideration, and interaction with confidentiality or post-employment restrictions.

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. For this notice, “employee” includes a contractor or consultant.

5.4 Post-Employment Restrictions

This base Agreement imposes no post-employment noncompetition, customer or employee nonsolicitation, forfeiture-for-competition, noninterference, or nondisparagement covenant. Any proposed restriction must appear in a separately signed rider reviewed by Texas counsel under law current when signed and enforced.

A noncompetition rider governed by Tex. Bus. & Com. Code § 15.50 must be ancillary to or part of an otherwise enforceable agreement and must contain reasonable limits as to time, geographic area, and restricted activity that impose no greater restraint than necessary to protect goodwill or another business interest. Section 15.51 governs proof and remedies and requires reformation of an otherwise qualifying covenant whose limits are unreasonably broad. Physician, dentist, nurse, and physician-assistant covenants require separate review under §§ 15.50(b)-(d) and 15.501.

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. A property claim does not itself authorize withholding earned wages.

6. BREACH & REMEDIES

1. A Party claiming a curable breach should give written notice and a reasonable opportunity to cure when delay will not prejudice a legal right or deadline.
2. Each Party may seek proven damages and relief authorized by controlling law or an enforceable agreement.
3. This Agreement does not predetermine a prevailing Party, establish irreparable harm, guarantee attorneys’ fees or an injunction, authorize a penalty or liquidated damages, or authorize withholding earned wages as a contract remedy.

7. RESPONSIBILITY & RISK ALLOCATION

1. Each Party remains responsible to the extent provided by controlling 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.
2. No contractual liability 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.

3. Workers’ Compensation Status. Employer shall mark the applicable status:
   ☐ Employer carries Texas workers’ compensation insurance or is an authorized self-insurer.
   ☐ Employer does not carry Texas workers’ compensation insurance.
   Private-employer coverage is generally elective under Tex. Labor Code § 406.002. Employer shall separately provide the hiring, posting, coverage-change, and Division notices required by §§ 406.004-.005 and applicable rules. This Agreement is not a substitute for those notices.

4. An emergency or force-majeure event does not excuse wage payment or another duty that controlling law makes nonwaivable.

8. DISPUTE RESOLUTION

8.1 Governing Law

Texas law governs this Agreement, without regard to conflict-of-law rules.

8.2 Judicial Forum

For claims the Parties may lawfully confine to a judicial forum, the Parties consent to jurisdiction and venue in the state courts located in [COUNTY], Texas. Nothing restricts access to a government agency or another 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 government-agency access and nonwaivable remedies, allocating costs lawfully, and providing a neutral process. Texas counsel must review the rider.

8.4 Jury Waiver — Optional Separate Rider

Any jury waiver must appear in a separately signed rider reviewed by Texas counsel and applies only to the extent lawful and enforceable.

8.5 Equitable Relief

A Party may request narrowly tailored provisional or permanent relief but must prove every requirement imposed by controlling law. This Agreement creates no presumption of harm or entitlement to relief.

9. GENERAL PROVISIONS

1. Amendment & Waiver. An amendment or waiver must be in a writing signed by the affected Parties.
2. Assignment. Employee may not assign personal employment duties. Employer may assign this Agreement to a successor that assumes Employer’s express obligations.
3. Notices. Notices under this Agreement shall be sent to the addresses above or to an updated address provided in writing.
4. Severability. If a provision is invalid or unenforceable, it shall be severed or enforced only to the lawful extent permitted by the controlling tribunal. This clause does not require a tribunal to rewrite a provision, except as controlling law requires for a qualifying restrictive covenant.
5. Integration. This Agreement and the documents expressly incorporated into it are the complete agreement on its subject matter.
6. Electronic Signatures. The Parties may use an electronic-signature process they accept to the extent controlling law permits.
7. Counterparts. The Parties may sign counterparts, each deemed an original and together one instrument.
8. Headings. Headings are for convenience and do not affect interpretation.

10. EXECUTION BLOCK

SOURCES CONSULTED

• Texas Legislative Council, Business & Commerce Code chapter 15, including §§ 15.50-.51 and 15.501.
• Texas Legislative Council, Labor Code chapter 61, including §§ 61.011-.015 and 61.018.
• Texas Legislative Council, Civil Practice and Remedies Code chapter 134A, including § 134A.002.
• Texas Legislative Council, Labor Code chapter 406, including §§ 406.002 and 406.004-.005.
• Texas Workforce Commission, Pay and Policies — General (Texas at-will rule and exceptions).
• Texas Workforce Commission, Final Pay (final-pay timing and policy-based benefits).
• Texas Department of Insurance, workers’ compensation coverage categories and non-subscriber notices.
• U.S. House Office of the Law Revision Counsel, 18 U.S.C. § 1833.

END OF DOCUMENT