AT-WILL EMPLOYMENT AGREEMENT

(State of Vermont)

[// GUIDANCE: This template is drafted for private-sector, non-union, non-exempt or exempt employees in Vermont. Delete all bracketed text once customized. Where alternatives are offered, select the option that best suits the engagement and remove the others.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

1.1 Parties

This At-Will Employment Agreement (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”), by and between [EMPLOYER LEGAL NAME], a [STATE OF FORMATION] [corporation/limited liability company] with its principal place of business at [EMPLOYER ADDRESS] (the “Employer”), and [EMPLOYEE FULL LEGAL NAME] residing at [EMPLOYEE ADDRESS] (the “Employee”). Employer and Employee may each be referred to herein individually as a “Party” and collectively as the “Parties.”

1.2 Recitals

A. Employer desires to employ Employee in the position of [POSITION TITLE] and Employee desires to accept such employment.
B. The Parties intend this Agreement to set forth the complete terms and conditions of employment and to confirm that the relationship is at-will, subject only to the exceptions mandated by Vermont and federal law.
C. The Parties acknowledge the sufficiency of the mutual promises and covenants contained herein as valuable consideration.

NOW, THEREFORE, in consideration of the foregoing Recitals, 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

Unless the context clearly requires otherwise, the following capitalized terms shall have the meanings set forth below. All references to Sections, Exhibits, or Schedules are to this Agreement unless otherwise specified.

“Base Salary” – Employee’s annual salary as set forth in Section 3.3, subject to lawful deductions and withholdings.

“Cause” – (i) gross misconduct, (ii) fraud, (iii) material breach of this Agreement after written notice and failure to cure within ten (10) days, or (iv) conviction of (or plea of nolo contendere to) a felony.

“Confidential Information” – All non-public business, technical, or proprietary information concerning Employer or its affiliates, whether or not marked confidential, including trade secrets as defined under applicable law.

“Notice of Termination” – A written notice delivered in accordance with Section 9.7 specifying the termination date and, if applicable, the reason for termination.

[Add additional defined terms as needed in alphabetical order.]

3. OPERATIVE PROVISIONS

3.1 Employment & Duties

(a) Position. Employer hereby employs Employee as [POSITION TITLE] reporting to [TITLE OF SUPERVISOR].
(b) Duties. Employee shall devote [full-time/part-time] professional efforts, perform the duties customarily associated with the position, and comply with all lawful Employer policies.

3.2 At-Will Relationship; Vermont Exceptions

(a) At-Will Status. Employment is at-will and may be terminated by either Party at any time, with or without advance notice and with or without Cause, subject only to the exceptions recognized under Vermont law, including (i) prohibitions against termination in violation of public policy, (ii) terminations that contravene an express or implied contract, and (iii) other statutory protections (collectively, the “VT At-Will Exceptions”).
(b) Non-Waiver. Nothing in this Agreement is intended to waive or limit any VT At-Will Exception or any right that cannot be waived as a matter of law.

3.3 Compensation

(a) Base Salary. Employer shall pay Employee a Base Salary of $[____] per [year] in accordance with Employer’s regular payroll practices.
(b) Adjustments. Base Salary may be reviewed and adjusted periodically at Employer’s sole discretion.
[// GUIDANCE: Insert bonus, commission, or equity provisions if applicable.]

3.4 Benefits

Employee shall be eligible to participate in Employer’s benefit plans on the same basis as similarly-situated employees, subject to plan terms and eligibility requirements. Employer reserves the right to amend or terminate any benefit plan at any time.

3.5 Business Expenses

Employer shall reimburse Employee for reasonable, necessary business expenses incurred in the performance of duties, in accordance with Employer’s expense policies and upon submission of appropriate documentation.

3.6 Vermont Notice Requirements

(a) Initial Notice. The Parties acknowledge that the wage, schedule, and benefit terms set forth herein are intended to satisfy Employer’s obligation to provide written notice of employment terms under applicable Vermont wage and hour statutes.
(b) Separation Notice. Upon termination, Employer shall provide Employee any notices or documentation required by applicable Vermont and federal law, including the timing of final wage payment.

3.7 Conditions Precedent

This Agreement is conditioned upon (a) Employee’s satisfactory completion of Employer’s background check (if any), and (b) Employee’s execution of Employer’s standard intellectual property and confidentiality agreement attached hereto as Exhibit A.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations

Each Party represents and warrants to the other that:
(a) it has full power and authority to enter into this Agreement;
(b) the execution and performance of this Agreement do not violate any other agreement to which it is a party; and
(c) this Agreement constitutes a valid, binding obligation enforceable against it in accordance with its terms.

4.2 Employee Representations

Employee further represents and warrants that:
(a) Employee is not subject to any outstanding agreement or restriction that would interfere with the performance of duties hereunder;
(b) Employee will not use or disclose any confidential information belonging to a prior employer or other third party; and
(c) all information provided to Employer in connection with employment is true and complete.

4.3 Survival

The representations and warranties in this Section 4 shall survive termination of this Agreement for a period of two (2) years.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Employee shall not, during or after employment, use or disclose Confidential Information except as expressly authorized in writing by Employer or as required by law.

5.2 Restrictive Covenants

(a) Non-Solicitation. During employment and for [twelve (12)] months thereafter, Employee shall not directly or indirectly solicit any person who is an employee or customer of Employer for the purpose of diverting business or inducing resignation.
(b) Non-Competition. [OPTION 1 – DELETE IF NOT USED] During employment and for [____] months thereafter, Employee shall not engage in or assist any business that competes with Employer within [geographic scope]. The Parties intend this covenant to be reasonable and no broader than necessary to protect Employer’s legitimate business interests in accordance with Vermont common law. If a court finds any restriction unenforceable, it shall modify the scope, duration, or geography to the minimum extent necessary to render the covenant enforceable.
[OPTION 2 – No Non-Compete] The Parties agree that no post-employment non-competition covenant applies, consistent with Vermont’s strong public policy favoring employee mobility.
[// GUIDANCE: Carefully assess necessity and narrowest scope before selecting a non-compete. Vermont courts scrutinize duration, geography, and legitimate interest.]

5.3 Compliance with Laws

Employee shall comply with all applicable federal, state, and local laws and regulations, including but not limited to anti-discrimination, workplace safety, and data privacy laws.

5.4 Notice Obligations

Employee shall promptly notify Employer of any potential conflict, violation, or threatened claim relating to Employee’s employment.

6. DEFAULT & REMEDIES

6.1 Events of Default

(a) Employer Default. Material breach of Employer’s payment obligations after written notice and failure to cure within ten (10) days.
(b) Employee Default. (i) Any act or omission constituting Cause; (ii) material breach of Section 5; or (iii) material breach of any other provision after written notice and failure to cure within ten (10) days.

6.2 Notice & Cure

Except for termination for Cause that is not reasonably curable, the non-defaulting Party shall provide written notice specifying the default and allow the defaulting Party the applicable cure period.

6.3 Remedies

(a) Employer Remedies. Upon Employee Default, Employer may terminate employment immediately and seek damages, injunctive relief (subject to Section 8.4), and all other remedies at law or in equity.
(b) Employee Remedies. Upon Employer Default, Employee may resign for Good Reason (treated as involuntary termination) and pursue available remedies.
(c) Attorneys’ Fees. The prevailing Party in any dispute arising under this Agreement shall be entitled to reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Indemnification by Employee

Employee shall indemnify, defend, and hold Employer and its affiliates harmless from and against any and all claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of Employee’s willful misconduct, gross negligence, or material breach of this Agreement.

7.2 Limitation of Liability

Except for (i) breaches of confidentiality, (ii) indemnification obligations, and (iii) violations of law that cannot be limited, Employer’s aggregate liability to Employee for any claim arising out of or relating to this Agreement shall not exceed the total amount of Base Salary and benefits accrued but unpaid as of the event giving rise to liability.

7.3 Insurance

Employer maintains workers’ compensation and other insurance as required by law. Employee is responsible for maintaining adequate personal insurance coverage for non-work-related activities.

7.4 Force Majeure

Neither Party shall be liable for failure to perform (other than payment obligations) due to events beyond its reasonable control, including acts of God, terrorism, pandemic, or governmental actions, provided the affected Party gives prompt notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont, without regard to its conflicts-of-law principles.

8.2 Forum Selection

The Parties consent to the exclusive jurisdiction of the state courts located in [COUNTY], Vermont for any action arising out of or relating to this Agreement, subject to Section 8.3.

8.3 Arbitration (Optional)

[OPTION] Any controversy or claim arising out of or relating to this Agreement shall be settled by confidential, binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction. Nothing herein prevents either Party from seeking provisional injunctive relief in court to preserve the status quo pending arbitration.

8.4 Injunctive Relief (Limited)

The Parties acknowledge that a breach of Section 5 may cause irreparable harm for which monetary damages are inadequate. Therefore, either Party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction, provided that any permanent relief shall be resolved pursuant to Section 8.3 (if arbitration is selected).

8.5 Jury Trial Waiver (Optional)

[OPTION] TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING UNDER OR RELATING TO THIS AGREEMENT.

9. GENERAL PROVISIONS

9.1 Amendment & Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any breach shall be deemed a waiver of any other or subsequent breach.

9.2 Assignment & Delegation

Employee may not assign any rights or delegate any obligations under this Agreement without Employer’s prior written consent. Employer may assign this Agreement to a successor in interest by operation of law or otherwise.

9.3 Successors & Assigns

This Agreement shall bind and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.

9.4 Severability & Reformation

If any provision of this Agreement is held unenforceable, such provision shall be reformed to the minimum extent necessary to comply with applicable law, and the remaining provisions shall remain in full force and effect.

9.5 Integration

This Agreement, together with any Exhibits or Schedules, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior oral or written understandings.

9.6 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument. Signatures transmitted electronically (e.g., via PDF or e-signature platform) shall be deemed original signatures.

9.7 Notices

All notices shall be in writing and deemed given when (i) delivered personally, (ii) sent by nationally recognized overnight courier, or (iii) deposited in the U.S. Mail, postage prepaid, certified or registered, return receipt requested, addressed to the receiving Party at the address set forth in Section 1.1 (or such other address as a Party may designate by notice).

10. EXECUTION BLOCK

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

[// GUIDANCE: Vermont does not generally require notarization or witnesses for employment contracts, but add if corporate policy dictates.]

Exhibit A – Proprietary Information & Inventions Agreement

[Attach if applicable]

Exhibit B – Commission/Bonus Plan

[Attach if applicable]