TEXAS AT-WILL EMPLOYMENT AGREEMENT
(Comprehensive Template – For Attorney Customization)
[// GUIDANCE: All bracketed text such as [EMPLOYER NAME] indicates a required user input. Delete guidance comments before final execution.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
EMPLOYMENT AGREEMENT (AT-WILL)
This Employment Agreement (the “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER NAME], a [STATE OF INCORPORATION] [ENTITY TYPE] with its principal place of business at [BUSINESS ADDRESS] (“Employer”), and [EMPLOYEE FULL LEGAL NAME], an individual residing at [EMPLOYEE ADDRESS] (“Employee”). Employer and Employee may each be referred to as a “Party” and collectively as the “Parties.”
Recitals
A. Employer desires to employ Employee, and Employee desires to accept such employment, on the terms and subject to the conditions set forth herein.
B. The Parties acknowledge that employment hereunder is “at-will,” subject to the exceptions and notice obligations specified in Section 3.
C. The Parties intend this Agreement to satisfy the requirements of applicable Texas and federal law, including with respect to enforceability of covenants not to compete under Tex. Bus. & Com. Code § 15.50.
NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
2. DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms not defined in this Section 2 shall have the meanings ascribed elsewhere in the Agreement.
“Agreement Term” means the period commencing on the Effective Date and continuing until terminated pursuant to Section 6.
“Cause” means any of the events described in Section 6.2(a)–(g).
“Confidential Information” has the meaning assigned in Section 5.1.
“Coveted Employee” means any employee of Employer with whom Employee had material business contact during the twenty-four (24) months preceding termination.
“Non-Compete Period” has the meaning assigned in Section 5.3(a).
“Protected Work” has the meaning assigned in Section 5.4.
[// GUIDANCE: Add, delete, or modify definitions to meet industry-specific needs.]
3. OPERATIVE PROVISIONS
3.1 Position and Duties. Employer hereby employs Employee as [TITLE], reporting to [TITLE/POSITION]. Employee shall perform the duties customarily associated with such position and any other duties reasonably assigned by Employer.
3.2 Compensation and Benefits.
(a) Base Salary. Employer shall pay Employee a base salary of [AMOUNT] per [PAY PERIOD] (“Base Salary”), subject to lawful deductions and payable in accordance with Employer’s standard payroll practices.
(b) Incentive Compensation. Employee [is/is not] eligible to participate in Employer’s discretionary bonus or incentive plans, subject to their terms.
(c) Benefits. Employee shall be eligible for benefits on the same basis generally provided to similarly situated employees, subject to plan terms.
(d) Expense Reimbursement. Employer shall reimburse Employee for reasonable business expenses pursuant to Employer policy and the Internal Revenue Code § 62(c) accountable plan requirements.
3.3 At-Will Employment; Statutory and Public-Policy Carve-Outs.
(a) At-Will Status. Employment is at-will and may be terminated by either Party at any time, for any reason or no reason, with or without Cause, subject only to (i) the notice obligations in Section 3.4 and (ii) the statutory and public-policy exceptions to at-will employment recognized under Texas and federal law (collectively, “At-Will Exceptions”).
(b) Non-Waiver of At-Will Exceptions. Nothing in this Agreement shall be construed to waive rights protected under the At-Will Exceptions, including but not limited to retaliation prohibitions under the Texas Labor Code and federal anti-discrimination statutes.
3.4 Notice of Termination.
(a) By Employer Without Cause. Employer shall provide Employee at least [NUMBER] days’ advance written notice (or Base Salary in lieu thereof) of termination without Cause.
(b) By Employee Voluntarily. Employee shall provide Employer at least [NUMBER] days’ advance written notice of voluntary resignation. Employer may waive all or any portion of such notice period by paying Base Salary in lieu thereof.
(c) Immediate Termination. No notice is required for termination (i) by Employer for Cause, (ii) due to Employee’s death, or (iii) under circumstances where continued employment would violate law or public policy.
3.5 Work Location and Schedule. [ON-SITE/REMOTE/HYBRID] schedule as reasonably determined by Employer.
3.6 Employment Policies. Employee agrees to comply with Employer’s written policies as amended from time to time; provided that in the event of conflict between such policies and this Agreement, this Agreement shall govern.
4. REPRESENTATIONS & WARRANTIES
4.1 Mutual Representations. Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement.
4.2 Employee Representations. Employee further represents and warrants that:
(a) No Restrictive Obligations. Employee is not party to any agreement or obligation conflicting with Employee’s duties hereunder.
(b) Eligibility to Work. Employee is legally authorized to work in the United States and shall maintain such authorization throughout employment.
(c) No Misappropriation. Employee will not use or disclose any third-party confidential information or trade secrets in performance of duties for Employer.
4.3 Survival. The representations and warranties in this Section 4 shall survive termination of this Agreement.
5. COVENANTS & RESTRICTIONS
5.1 Confidentiality. Employee shall hold in strict confidence and not disclose or use, except in Employer’s business, any Confidential Information, whether or not marked confidential, both during and after employment. “Confidential Information” includes, without limitation, trade secrets (as defined under Tex. Civ. Prac. & Rem. Code § 134A.002(6)), business plans, software, customer lists, and all information Employer designates as confidential.
5.2 Return of Property. Upon termination of employment or upon Employer’s request, Employee shall promptly deliver to Employer all property, documents, and media embodying Confidential Information.
5.3 Restrictive Covenants.
(a) Non-Compete. During employment and for [NON-COMPETE PERIOD] months thereafter (the “Non-Compete Period”), Employee shall not, within [GEOGRAPHIC SCOPE—e.g., 50 miles of any Employer facility OR statewide], engage in or assist a business that is in competition with the line of business in which Employee worked during the last twelve (12) months of employment, provided Employer continues to perform its obligations to provide the consideration described in Section 3.2 during the Non-Compete Period.
(b) Non-Solicitation of Customers. For the Non-Compete Period, Employee shall not solicit or attempt to solicit business from any customer or prospective customer with whom Employee had material contact in the twelve (12) months preceding termination.
(c) Non-Solicitation of Employees. For the Non-Compete Period, Employee shall not solicit or hire any Coveted Employee.
[// GUIDANCE: Under Tex. Bus. & Com. Code § 15.50, the covenant must relate to and be part of an otherwise enforceable agreement and be reasonable in time, geographic area, and scope. Narrow the restrictions to maximize enforceability.]
5.4 Intellectual Property & Works-Made-for-Hire. All inventions, works of authorship, developments, and improvements conceived or reduced to practice by Employee, either solely or jointly, in the course of employment (“Protected Work”) shall be Employer’s exclusive property. Employee hereby assigns to Employer all right, title, and interest in and to any Protected Work and agrees to execute documents reasonably requested to perfect such rights.
5.5 Monitoring & Compliance. Employee consents to Employer’s reasonable monitoring of Employee’s use of Employer’s electronic systems in accordance with Employer policy and applicable law.
5.6 Notice & Cure of Breach. Employee shall provide written notice to Employer within five (5) business days of becoming aware of any breach of Section 5, and Employer shall have ten (10) business days to cure any alleged breach before Employee may assert a claim.
6. DEFAULT & REMEDIES
6.1 Events of Default by Employer. Failure to pay Base Salary or material breach of Section 7 constitutes an Employer default if not cured within fifteen (15) days of Employee’s written notice.
6.2 Events of Default by Employee (Termination for Cause). “Cause” includes, but is not limited to:
(a) material breach of this Agreement;
(b) willful misconduct or gross negligence;
(c) commission of a felony or crime involving moral turpitude;
(d) fraud, embezzlement, or misappropriation;
(e) material violation of Employer policy;
(f) unauthorized disclosure or use of Confidential Information; or
(g) failure or refusal to perform lawful directives.
6.3 Graduated Remedies.
(a) Notice and Cure. Except for subsections (c)–(e) above, Employer shall give Employee written notice of default and a ten (10) day opportunity to cure.
(b) Forfeiture of Post-Employment Compensation. Upon termination for Cause, Employee shall forfeit unpaid incentive compensation not already earned under plan terms.
(c) Injunctive Relief. Subject to Section 8.4, Employer may seek temporary or permanent injunctions to enforce Section 5 where monetary damages would be inadequate.
[// GUIDANCE: Metadata requires “limited” injunctive relief. Subsection (c) limits injunctive relief to restrictive-covenant enforcement only.]
6.4 Attorney Fees and Costs. The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorney fees and costs, subject to Section 7.3 liability caps.
7. RISK ALLOCATION
7.1 Indemnification by Employee. Employee shall indemnify, defend, and hold harmless Employer, its affiliates, and their respective officers, directors, and employees (collectively, “Indemnified Parties”) from and against any Losses arising out of (i) Employee’s willful misconduct, gross negligence, or illegal acts; (ii) Employee’s breach of Section 5; or (iii) Employee’s violation of applicable law while acting outside the scope of employment.
7.2 Indemnification Procedures. Employer shall provide prompt written notice of a claim, reasonable cooperation at Employee’s expense, and the right to assume defense, subject to Employer’s right to participate with counsel of its choice at its own expense.
7.3 Limitation of Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EMPLOYER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL BASE SALARY AND BENEFITS PAID TO EMPLOYEE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE PARTIES WAIVE CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, AND EXEMPLARY DAMAGES, EXCEPT TO THE EXTENT SUCH DAMAGES ARE AWARDED TO A THIRD PARTY IN A CLAIM SUBJECT TO INDEMNIFICATION.
7.4 Insurance. Employer maintains workers’ compensation and general liability insurance as required by law. Employee is responsible for maintaining personal insurance appropriate to his or her circumstances.
7.5 Force Majeure. Neither Party shall be liable for failure to perform due to events beyond its reasonable control, including acts of God, epidemic, war, or governmental action, provided that the affected Party gives prompt written notice and resumes performance as soon as feasible.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflicts-of-law principles.
8.2 Forum Selection. Subject to Section 8.3, the Parties consent to exclusive jurisdiction and venue in the state courts sitting in [COUNTY, TEXAS].
8.3 OPTIONAL Binding Arbitration.
[// GUIDANCE: Include ONE of the following subsections (a) or (b). Delete the unused option.]
(a) Chosen Option – Arbitration. Any dispute (except claims for injunctive relief under Section 6.3(c)) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules in [CITY, TEXAS]. The arbitrator shall have authority to award equitable relief consistent with Section 6.3(c) and damages subject to Section 7.3. Judgment on the award may be entered in any court of competent jurisdiction.
(b) Chosen Option – No Arbitration. The Parties hereby decline arbitration; disputes shall be resolved solely in state court pursuant to Section 8.2.
8.4 OPTIONAL Jury Trial Waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT.
[// GUIDANCE: Texas law permits but scrutinizes jury waivers; ensure conspicuous formatting (all caps).]
8.5 Equitable Relief Limitation. Any injunctive relief granted shall be narrowly tailored to protect legitimate business interests and shall not unduly restrict Employee’s lawful employment opportunities.
9. GENERAL PROVISIONS
9.1 Amendment; Waiver. No modification of this Agreement shall be effective unless in writing and signed by both Parties. Waiver of any breach shall not constitute waiver of any subsequent breach.
9.2 Assignment. Employee may not assign or delegate any rights or obligations hereunder without Employer’s prior written consent. Employer may assign this Agreement to (i) any affiliate, or (ii) any successor in connection with a merger, consolidation, or sale of substantially all assets.
9.3 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective permitted successors and assigns.
9.4 Severability; Reformation. If any provision is held invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to render it valid, and the remaining provisions shall remain in full force and effect. For restrictive covenants, the court or arbitrator shall modify any unenforceable scope, duration, or geography to the maximum extent enforceable under Tex. Bus. & Com. Code § 15.50(b).
9.5 Entire Agreement; Integration. This Agreement, together with any exhibits and Employer policies referenced herein, constitutes the entire agreement between the Parties regarding the subject matter and supersedes all prior understandings, whether oral or written.
9.6 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original. Signatures delivered via electronic means (e.g., PDF or DocuSign) shall have the same force and effect as original signatures.
9.7 Notices. All notices required or permitted hereunder shall be in writing and deemed given when (i) delivered personally, (ii) delivered by nationally recognized overnight courier with signature required, or (iii) sent by certified mail, return receipt requested, postage prepaid, to the addresses set forth below (or such other address a Party may designate by notice).
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
EMPLOYER:
[EMPLOYER NAME]
By: _____
Name: ____
Title: ____
Date: ____
EMPLOYEE:
[EMPLOYEE FULL LEGAL NAME]
Date: ________
[// GUIDANCE: Texas does not require notarization of employment contracts, but notarization may assist with evidentiary authentication. Add a notary block if desired.]
END OF DOCUMENT