EMPLOYMENT AGREEMENT (AT-WILL)

Commonwealth of Virginia

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

Page numbers to be inserted upon final formatting.

I. DOCUMENT HEADER

This Employment Agreement (the “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

1. [EMPLOYER LEGAL NAME], a [STATE] [CORPORATION/LLC/OTHER] with its principal place of business at [EMPLOYER ADDRESS] (“Employer”); and
2. [EMPLOYEE FULL LEGAL NAME], residing at [EMPLOYEE ADDRESS] (“Employee”).

Recitals
A. Employer desires to employ Employee in an at-will capacity under the laws of the Commonwealth of Virginia.
B. Employee wishes to accept such employment on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

[// GUIDANCE: Provide each Party with a signed copy immediately upon execution to preserve at-will disclaimers.]

II. DEFINITIONS

For purposes of this Agreement (alphabetically):

“Base Salary” – The annualized cash compensation set forth in Section III.B, as may be adjusted from time to time.

“Benefits” – The fringe and welfare benefits made available to similarly-situated employees, subject to the terms of the applicable plan documents.

“Cause” – (i) gross misconduct; (ii) material breach of this Agreement or Employer policy after written notice and, where curable, failure to cure within ten (10) days; (iii) conviction or plea of nolo contendere to a felony or crime involving moral turpitude; or (iv) willful or material violation of law in the course of employment.

“Confidential Information” – All non-public information relating to Employer or its affiliates, whether oral, written, electronic, or otherwise, including trade secrets, business plans, client lists, pricing, and proprietary data.

“Effective Date” – As set forth in the preamble.

“Employee Invention” – Any invention, work of authorship, or other intellectual property created or reduced to practice by Employee alone or with others in the course of employment or using Employer resources.

“Low-Wage Employee” – An employee whose average weekly earnings are less than the threshold set forth in Va. Code Ann. § 40.1-28.7:8 (2023) or any successor provision.

“Notice Period” – The [__] calendar days’ written notice required under Section III.D.

“Parties” – Employer and Employee, collectively.

“Restrictive Covenant Period” – The [__] month period immediately following the Termination Date.

“Termination Date” – The effective date on which employment ends for any reason.

III. OPERATIVE PROVISIONS

A. Position & Duties
1. Title: [POSITION TITLE].
2. Reporting: Reports to [TITLE].
3. Duties: Employee shall faithfully perform all duties customarily associated with the position and such additional lawful duties as Employer assigns.

B. Compensation
1. Base Salary: $[AMOUNT] per annum, payable in accordance with Employer’s standard payroll schedule.
2. Annual Review: Employer may, but is not obligated to, review compensation annually.

C. Benefits & Expenses
1. Employee is eligible for Benefits subject to plan terms.
2. Employer will reimburse reasonable business expenses in accordance with written policy.

D. Term & At-Will Relationship
1. Term: Commences on the Effective Date and continues until terminated in accordance with this Section.
2. At-Will: Employment is “at-will” and may be terminated by either Party at any time, with or without Cause, subject only to the Notice Period.
3. Public-Policy Exceptions: Nothing in this Agreement permits termination for reasons prohibited by applicable law (e.g., retaliation for exercising statutory rights).
4. Notice Period: Either Party must give written notice of termination at least [__] calendar days prior to the Termination Date. Employer may elect to provide pay in lieu of notice.
5. Effect of Termination: Employee shall immediately return all Employer property and cease holding out as associated with Employer.

E. Conditions Precedent
1. I-9 Compliance; background check (if applicable).
2. Execution of Proprietary Information and Inventions Agreement (“PIIA”) attached as Exhibit A.

IV. REPRESENTATIONS & WARRANTIES

A. Mutual
1. Authority: Each Party has full power and authority to enter into and perform this Agreement.
2. No Conflict: Execution does not violate any agreement to which such Party is bound.

B. Employee Specific
1. Qualifications: Employee possesses the requisite skills and legal right to work in the United States.
2. Non-Infringement: Performance will not breach any confidentiality, non-compete, or similar obligation owed to any third party.

C. Survival
Representations and warranties survive termination only to the extent necessary to enforce rights expressly intended to survive.

V. COVENANTS & RESTRICTIONS

A. Confidentiality
1. Non-Disclosure: Employee shall not, during or after employment, disclose Confidential Information except as required in the course of duties or by law.
2. Return of Materials: All tangible Confidential Information remains Employer property and must be returned on termination.

B. Intellectual Property
1. Assignment: Employee hereby assigns to Employer all right, title, and interest in Employee Inventions.
2. Further Assurances: Employee shall execute all documents necessary to perfect such rights.

C. Non-Solicitation
During employment and throughout the Restrictive Covenant Period, Employee shall not (i) solicit or induce any employee to leave Employer, or (ii) knowingly solicit business from any customer with whom Employee had material contact during the final twelve (12) months of employment.

D. Non-Competition (Virginia-Specific)
1. Applicability: This Section V.D is not enforceable against a Low-Wage Employee as defined herein.
2. Covenant: Employee shall not, within the Commonwealth of Virginia, engage in or be employed by a Competing Business that provides substantially similar services which Employee provided to Employer during the last twelve (12) months of employment.
3. Reasonableness: Parties agree the scope, geography, and duration herein are reasonable and necessary to protect legitimate business interests.
4. Severability/Reformation: If found over-broad, a court may modify this Section to the minimum extent necessary to render it enforceable.
5. Separate Consideration: In exchange, Employer provides access to Confidential Information and, if applicable, the additional consideration of [DESCRIBE—e.g., signing bonus].

E. Compliance with Laws
Employee shall comply with all applicable federal, state, and local laws and Employer policies.

VI. DEFAULT & REMEDIES

A. Events of Default
1. Material breach of this Agreement or Employer policy.
2. Acts constituting Cause.

B. Notice & Cure
Employer shall give written notice describing the breach; Employee shall have ten (10) days to cure when the breach is capable of cure.

C. Remedies
1. Termination for Cause without further compensation, except wages earned.
2. Recovery of damages and injunctive relief as limited in Section VIII.D.
3. Attorneys’ Fees: Prevailing Party in any enforcement proceeding is entitled to reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

A. Indemnification by Employee
Employee shall indemnify, defend, and hold harmless Employer and its officers, directors, and agents from any Losses arising out of Employee’s (i) willful misconduct, (ii) gross negligence, or (iii) material breach of this Agreement (“Employee Conduct”).

B. Limitation of Liability
1. Cap: Employer’s aggregate liability to Employee for any claim arising out of this Agreement shall not exceed the Base Salary and Benefits actually earned by Employee during the twelve (12) months immediately preceding the event giving rise to liability.
2. Exclusions: The cap does not apply to (i) unpaid wages under applicable wage statutes, or (ii) Employer’s indemnification obligations (if any).
3. Consequential Damages: Neither Party shall be liable for incidental, consequential, special, or punitive damages, except to the extent arising from willful misconduct or indemnified claims.

C. Insurance
Employer shall maintain workers’ compensation and any other insurance required by law.

D. Force Majeure
Neither Party shall be liable for non-performance caused by events beyond reasonable control, provided prompt written notice and diligent efforts to resume performance.

VIII. DISPUTE RESOLUTION

A. Governing Law
This Agreement and any dispute arising hereunder shall be governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws rules.

B. Forum Selection
Subject to Section VIII.C, the Parties consent to exclusive jurisdiction in the state courts of competent jurisdiction located in [COUNTY/CITY], Virginia.

C. Arbitration [OPTIONAL]
[ARBITRATION ELECTION: ☐ Include / ☐ Omit]
If included, any dispute not resolved informally shall be finally settled by arbitration administered by JAMS in accordance with its Employment Arbitration Rules. The arbitrator may award any remedy available at law, subject to the limitations herein. Judgment on the award may be entered in any court of competent jurisdiction.

D. Injunctive Relief (Limited)
The Parties acknowledge that breach of Sections V.A-C may cause irreparable harm. Accordingly, notwithstanding Section VIII.C, either Party may seek temporary or preliminary injunctive relief solely to enforce Sections V.A-C, provided any such relief is narrowly tailored and without prejudice to the damages limits of Section VII.B.

E. Jury Waiver [OPTIONAL]
[JURY WAIVER: ☐ Include / ☐ Omit]
If included, each Party irrevocably waives trial by jury in any action arising under or relating to this Agreement.

IX. GENERAL PROVISIONS

A. Amendment & Waiver
No amendment or waiver is effective unless in writing and signed by both Parties. Waiver of any breach is not waiver of any other or subsequent breach.

B. Assignment
Employee may not assign any rights or delegate any duties without Employer’s prior written consent. Employer may assign to a successor by merger, sale, or other reorganization.

C. Successors & Assigns
This Agreement binds and benefits the Parties and their permitted successors and assigns.

D. Severability
If any provision is held unenforceable, it shall be reformed to the minimum extent necessary. The remainder shall remain in full force.

E. Integration
This Agreement (including any Exhibits) constitutes the entire agreement and supersedes all prior understandings, whether written or oral, regarding its subject matter.

F. Counterparts; Electronic Signatures
This Agreement may be executed in counterparts (including via PDF or electronic signature under the Uniform Electronic Transactions Act), each of which is deemed an original and all of which together constitute one instrument.

G. Notices
All notices must be in writing and delivered (i) personally, (ii) by nationally recognized overnight courier, or (iii) by certified mail, return receipt requested, to the addresses set forth below (or such other address as a Party may designate). Notice is deemed given on actual delivery or refusal of delivery.

X. EXECUTION BLOCK

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

[Optional Notary Acknowledgement if required by internal policy]

EXHIBIT A

Proprietary Information and Inventions Agreement (PIIA)
[Attach detailed PIIA for Employee signature.]

[// GUIDANCE: Review Va. Code Ann. § 40.1-28.7:8 annually for threshold updates on “Low-Wage Employee.” Update Section V.D accordingly.]