WASHINGTON AT-WILL EMPLOYMENT AGREEMENT

(Court-Ready Template)

[// GUIDANCE: This template is drafted for private employers hiring employees within Washington State. It incorporates state-specific exceptions to the at-will doctrine, Washington’s stringent non-compete statute, and standard best-practice employment clauses. Bracketed placeholders (“[PLACEHOLDER]”) require client-specific input. Comments beginning “[// GUIDANCE:]” should be deleted before execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Employment Relationship & Term
   3.2 Position & Duties
   3.3 Compensation
   3.4 Employee Benefits & Paid Time Off
   3.5 Business Expenses
   3.6 Policies & Compliance
4. Representations & Warranties
5. Covenants & Restrictions
   5.1 Confidentiality
   5.2 Non-Competition (WA-Specific)
   5.3 Non-Solicitation & Non-Interference
   5.4 Work Product & Intellectual Property
6. Default & Remedies
7. Risk Allocation
   7.1 Indemnification
   7.2 Limitation of Liability
   7.3 Insurance
   7.4 Force Majeure
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

WASHINGTON AT-WILL EMPLOYMENT AGREEMENT (“Agreement”) made and entered into as of [EFFECTIVE DATE] (the “Effective Date”), by and between

[EMPLOYER LEGAL NAME], a [STATE OF INCORPORATION] [ENTITY TYPE] with its principal place of business at [EMPLOYER ADDRESS] (“Company”),

and

[EMPLOYEE FULL LEGAL NAME], residing at [EMPLOYEE ADDRESS] (“Employee”).

RECITALS

A. Company desires to employ Employee, and Employee desires to accept such employment, on an at-will basis subject to the terms and conditions set forth herein.
B. The parties intend this Agreement to comply with all applicable federal, state, and local laws of Washington State.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below:

“Base Salary” – the annualized gross salary stated in Section 3.3(a), exclusive of bonuses or incentive compensation.
“Cause” – any act or omission constituting (i) gross misconduct; (ii) material breach of this Agreement; (iii) fraud or dishonesty; or (iv) conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude.
“Confidential Information” – any non-public information regarding Company’s business, customers, suppliers, products, or technology, whether marked confidential or not.
“Employment At-Will” – the employment relationship described in Section 3.1, terminable by either party at any time, with or without Cause and with or without advance notice, subject to statutory exceptions.
“Intellectual Property” – all inventions, discoveries, improvements, works of authorship, trade secrets, trademarks, and other intangible rights created or reduced to practice during the Employment Period.
“Non-Compete Threshold” – the annualized earnings amount published by the Washington State Department of Labor & Industries pursuant to RCW 49.62.020(1)(b) (currently USD $101,390.00 for 2024, as adjusted).
“Restricted Period” – the shorter of (i) eighteen (18) months following termination; or (ii) any lesser duration mandated by RCW 49.62.020(2)(a).

[// GUIDANCE: Add additional defined terms as necessary for specialized arrangements (e.g., commission plans, equity awards).]

3. OPERATIVE PROVISIONS

3.1 Employment Relationship & Term

(a) Employment Period. Employee’s employment under this Agreement commences on the Effective Date and continues on an at-will basis (the “Employment Period”).
(b) At-Will Statement. Nothing in this Agreement shall be construed to create a promise of continued employment or to limit either party’s right to terminate employment at any time, for any lawful reason, with or without Cause or notice, except as expressly modified by statute or public policy.
(c) Notice of Termination. Although not required, the parties agree to use reasonable efforts to provide at least two (2) weeks’ prior written notice before terminating employment when practicable.

3.2 Position & Duties

(a) Title. Employee shall serve as [JOB TITLE] reporting to [TITLE OR DEPARTMENT].
(b) Duties. Employee shall perform the duties customarily associated with such position and other duties as reasonably assigned, devoting full business time and best efforts to Company.
(c) Location. Primary work location is [WORKSITE ADDRESS / REMOTE], subject to customary business travel.

3.3 Compensation

(a) Base Salary. Company shall pay Employee a Base Salary of [${AMOUNT} per year], payable in accordance with Company’s standard payroll practices, but no less frequently than semi-monthly, and in compliance with RCW 49.48.010.
(b) Incentive Compensation. Employee [is/is not] eligible to participate in Company’s discretionary bonus or incentive plan, as may be amended.
(c) Withholdings. All compensation is subject to applicable deductions and withholdings.

3.4 Employee Benefits & Paid Time Off

Employee shall be eligible for benefits (medical, dental, life, retirement, etc.) made generally available to similarly situated employees, subject to plan terms, eligibility requirements, and any waiting periods. Employee shall accrue [NUMBER] hours of paid time off annually, in accordance with Washington Paid Sick Leave (RCW 49.46.210) and Company policy.

3.5 Business Expenses

Company shall reimburse Employee for reasonable, pre-approved business expenses upon submission of appropriate documentation within [NUMBER] days after incurrence.

3.6 Policies & Compliance

Employee agrees to comply with all lawful Company policies, handbooks, and codes of conduct, as amended from time to time. In the event of conflict between this Agreement and any policy, this Agreement prevails.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Authority. Each party represents that it has full power, authority, and legal capacity to enter into and perform this Agreement.
4.2 No Conflicts. Employee represents that acceptance of employment and performance of duties will not violate any other agreement or legal obligation.
4.3 Eligibility to Work. Employee represents that Employee is legally authorized to work in the United States and will provide satisfactory I-9 documentation.

The representations and warranties in this Section survive termination of the Employment Period.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

(a) Non-Disclosure. During and after the Employment Period, Employee shall not disclose, use, or allow unauthorized access to Confidential Information, except as required by law or with Company’s prior written consent.
(b) Return of Property. Upon termination, Employee shall promptly return all Company property, including documents and electronic files.

5.2 Non-Competition (WA-Specific)

(a) Applicability. This Section 5.2 applies only if Employee’s annualized earnings at termination equal or exceed the Non-Compete Threshold.
(b) Restricted Activities. For the Restricted Period, Employee shall not, within the [TERRITORY] in which Company conducts business, directly compete with Company by performing the same or substantially similar services for a Competing Business as those performed for Company.
(c) Statutory Compliance. The parties intend this covenant to comply strictly with Washington’s Non-Compete Act, Wash. Rev. Code § 49.62.020 (2023), including:
i. Advance Notice – Company provided Employee with this covenant at least fourteen (14) days before the Effective Date or Employee’s acceptance of the offer of employment, whichever is earlier;
ii. Reasonable Temporal Scope – Restricted Period does not exceed eighteen (18) months;
iii. Garden Leave – If Company terminates Employee absent Cause, Company shall, upon enforcement, pay base salary for each day during which the covenant is enforced, pro-rated in accordance with RCW 49.62.020(1)(c).
(d) Blue-Pencil/Reformation. If a court finds any portion of this Section overbroad, the court shall modify it to the minimum extent necessary to comply with RCW 49.62.060.
(e) Consideration. The compensation and employment provided herein constitute independent, adequate consideration for this covenant.

[// GUIDANCE: Delete Section 5.2 entirely if Employee’s projected earnings will never meet the statutory threshold, or adjust thresholds annually.]

5.3 Non-Solicitation & Non-Interference

For twelve (12) months following termination, Employee shall not knowingly:
(a) solicit or encourage any Company employee or contractor to leave Company; or
(b) solicit any Company customer or prospective customer with whom Employee had material contact in the last twelve (12) months for a competing product or service.

5.4 Work Product & Intellectual Property

(a) Assignment. Employee hereby assigns to Company all right, title, and interest in Intellectual Property conceived, developed, or reduced to practice during the Employment Period that relates to Company’s current or anticipated business.
(b) Further Assurances. Employee shall execute documents reasonably necessary to perfect such rights.
(c) Excluded IP. Intellectual Property developed entirely on Employee’s own time without Company resources and not related to Company’s business is excluded, consistent with RCW 49.44.140.

6. DEFAULT & REMEDIES

6.1 Events of Default. An “Event of Default” occurs if either party materially breaches this Agreement and fails to cure such breach within ten (10) calendar days after written notice, except breaches of Section 5 (Confidentiality, Non-Compete, etc.), which are not subject to cure.
6.2 Remedies. Upon an uncured Event of Default, the aggrieved party may pursue:
(a) recovery of actual damages;
(b) injunctive relief limited to preventing further breaches (see Section 8.4); and
(c) reasonable attorneys’ fees and costs to the prevailing party.
6.3 WA Public Policy Claims. Nothing herein limits Employee’s right to bring claims for wrongful termination in violation of public policy under Washington law.

7. RISK ALLOCATION

7.1 Indemnification (Employee Conduct)

Employee shall indemnify and hold harmless Company, its affiliates, and their respective directors, officers, and employees from any third-party claim, loss, or liability arising out of Employee’s gross negligence, willful misconduct, or knowing violation of law in the course of employment.

7.2 Limitation of Liability

Except for (i) unpaid wages or benefits, (ii) indemnification obligations under Section 7.1, and (iii) claims that cannot be limited by law, each party’s aggregate liability to the other shall not exceed the total Base Salary and benefits actually paid to Employee during the twelve (12) months preceding the event giving rise to liability.

7.3 Insurance

Company shall maintain workers’ compensation and unemployment insurance as required by Washington law and may, in its discretion, maintain additional liability coverage.

7.4 Force Majeure

Neither party shall be liable for failure or delay in performance due to events beyond its reasonable control, including acts of God, war, pandemics, or governmental action, provided that the affected party gives prompt notice and resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and any dispute hereunder shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict-of-laws rules.

8.2 Forum Selection

Subject to Section 8.3 (Arbitration), the parties submit to the exclusive jurisdiction of the state courts located in [COUNTY], Washington.

8.3 Arbitration (Optional)

[// GUIDANCE: Delete if arbitration is not desired.]
(a) Either party may elect to submit any dispute (other than claims for injunctive relief) to binding arbitration administered by JAMS under its Employment Arbitration Rules.
(b) The arbitration shall be held in [CITY], Washington before a single arbitrator experienced in employment law.
(c) The arbitrator may award any remedy available in court, subject to the limitations in Section 7.2.
(d) Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Injunctive Relief (Limited)

Notwithstanding Section 8.3, a party may seek temporary or preliminary injunctive relief in a state court of competent jurisdiction solely to preserve the status quo pending arbitration or final resolution.

8.5 Jury Waiver (Optional)

[// GUIDANCE: Retain or delete based on client preference.]
TO THE EXTENT NOT PROHIBITED BY LAW, THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF THIS AGREEMENT.

9. GENERAL PROVISIONS

9.1 Amendment & Waiver. No amendment or waiver of any provision shall be effective unless in writing and signed by both parties. A waiver on one occasion shall not constitute a waiver on any subsequent occasion.
9.2 Assignment. Employee may not assign or delegate any rights or obligations under this Agreement without Company’s prior written consent. Company may assign this Agreement to a successor in interest.
9.3 Successors & Assigns. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.
9.4 Severability & Reformation. If any provision is held unenforceable, it shall be modified to the minimum extent necessary to render it enforceable, and the remainder of the Agreement shall remain in full force.
9.5 Integration. This Agreement, together with any equity award agreements and benefit plan documents, constitutes the entire understanding between the parties and supersedes all prior agreements, oral or written, relating to the subject matter hereof.
9.6 Counterparts & Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered by .pdf or electronic means (e.g., DocuSign) are binding.
9.7 Notice. All notices must be in writing and delivered (i) in person, (ii) by certified mail, return receipt requested, (iii) by nationally recognized overnight courier, or (iv) by email with confirmation of receipt, to the addresses set forth above (or as updated by written notice). Notice is effective on receipt or refusal.
9.8 Headings. Headings are for convenience only and do not affect interpretation.

10. EXECUTION BLOCK

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

[// GUIDANCE: Notarization is not required for validity in Washington; however, certain employers elect to use witnesses or electronic notarization for additional evidentiary value.]

[// GUIDANCE: Review state wage/hour laws, employee handbook disclaimers, and immigration compliance requirements before finalizing. This template provides a solid foundation but must be tailored to specific job roles, compensation structures, and corporate policies.]