AT-WILL EMPLOYMENT AGREEMENT
(West Virginia)
[// GUIDANCE: This template is drafted for private-sector, non-unionized employers hiring employees to perform services principally in West Virginia (“WV”). It reflects WV’s at-will doctrine, recognized public-policy and implied-contract exceptions, prevailing common-law rules on restrictive covenants, and key provisions of the West Virginia Wage Payment and Collection Act. Customize bracketed terms and delete guidance comments before execution.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
3.1 Position, Duties & Best Efforts
3.2 At-Will Employment; No Fixed Term
3.3 Compensation & Benefits
3.4 Expense Reimbursement
3.5 Confidentiality
3.6 Restrictive Covenants - Representations & Warranties
- Covenants & Compliance Obligations
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
This AT-WILL EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of [Effective Date] (“Effective Date”) by and between:
• [Employer Legal Name], a [State of Formation] [corporation/LLC/etc.] with its principal place of business at [Address] (“Employer”); and
• [Employee Full Legal Name], residing at [Address] (“Employee”).
Recitals
A. Employer desires to employ Employee in an at-will capacity under the terms and conditions set forth herein.
B. Employee wishes to accept such employment in consideration of the mutual promises herein.
NOW, THEREFORE, in consideration of the mutual covenants 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, the following capitalized terms have the meanings set forth below. All definitions apply equally to singular and plural forms.
“Affiliate” – Any entity controlling, controlled by, or under common control with Employer.
“Cause” – (a) Willful misconduct, gross negligence, or material breach of this Agreement; (b) dishonesty or fraud adversely affecting Employer; (c) conviction or plea of nolo contendere to any felony or crime involving moral turpitude; or (d) violation of written Employer policies after written notice and reasonable opportunity to cure, if curable.
“Confidential Information” – All non-public information relating to Employer or its Affiliates, including trade secrets, proprietary data, business plans, customer lists, pricing, financial information, and any other information designated as confidential or that reasonably should be understood to be confidential.
“Post-Employment Restricted Period” – The time period of [___] months following Termination Date.
“Restricted Territory” – [Describe geographic scope—e.g., “a 50-mile radius of any location in which Employer conducted business during the 12 months preceding termination”].
“Termination Date” – The date Employee’s employment with Employer ends for any reason.
3. OPERATIVE PROVISIONS
3.1 Position, Duties & Best Efforts
3.1.1 Employer hereby employs Employee as [Job Title]. Employee shall report to [Supervisor Title] and perform the duties customarily associated with such position and such other duties as reasonably assigned and consistent with Employee’s expertise.
3.1.2 Employee shall devote full working time and best efforts to Employer and shall comply with all lawful instructions, policies, and procedures.
3.2 AT-WILL EMPLOYMENT; NO FIXED TERM
3.2.1 EMPLOYMENT IS AT-WILL. EITHER PARTY MAY TERMINATE EMPLOYMENT AT ANY TIME, WITH OR WITHOUT CAUSE OR ADVANCE NOTICE, SUBJECT TO THE PROVISIONS OF SECTION 3.3.
[// GUIDANCE: The conspicuous, bold-caps format reinforces WV’s at-will doctrine and helps defeat implied-contract claims.]
3.2.2 Nothing in this Agreement or any Employer statement shall be construed as creating a contract for a definite term or altering the at-will relationship, except by a written agreement signed by Employer’s [President/CEO] expressly stating otherwise.
3.3 Compensation & Benefits
3.3.1 Salary. Employee shall receive a base salary of $[____] per [year/hour], payable in accordance with Employer’s regular payroll practices and applicable WV wage laws.
3.3.2 Incentive Compensation. Employee [is/is not] eligible for discretionary bonuses under Employer’s then-current bonus plan.
3.3.3 Benefits. Employee shall be eligible to participate in Employer’s benefit plans (health, retirement, PTO, etc.) on the same basis as similarly situated employees, subject to plan terms.
3.3.4 Final Wages. Upon termination, Employer shall pay all earned wages and accrued but unused PTO in accordance with the West Virginia Wage Payment and Collection Act.
[// GUIDANCE: WV requires payment within 72 hours if the employee is discharged, or by the next regular payday if the employee resigns with proper notice.]
3.4 Expense Reimbursement
Employer shall reimburse reasonable, pre-approved business expenses in accordance with written policy upon submission of adequate documentation, within [X] days of receipt.
3.5 Confidentiality
Employee shall hold all Confidential Information in strict confidence during and after employment, using at least reasonable care, and shall not disclose or use such information except as required to perform duties or as authorized in writing by Employer. The obligations in this Section survive termination indefinitely.
3.6 Restrictive Covenants
3.6.1 Non-Competition. During employment and for the Post-Employment Restricted Period, Employee shall not, within the Restricted Territory, directly or indirectly engage in, own, or provide services to any business that competes with Employer’s [describe line of business], except as a passive investor in less than two percent (2%) of a publicly traded entity.
[// GUIDANCE: WV enforces non-competes that are reasonable in duration, geography, and scope. Commonly upheld terms range 6–24 months and limited geographic areas tied to actual business operations.]
3.6.2 Non-Solicitation. During employment and for the Post-Employment Restricted Period, Employee shall not (a) solicit or induce any customer or prospective customer with whom Employee had material contact in the 12 months preceding the Termination Date to cease or reduce business with Employer; or (b) hire or solicit for hire any employee of Employer.
3.6.3 Exception for Good-Faith Professional Mobility. Nothing herein prohibits Employee from accepting employment that is not substantially similar to Employee’s former duties and does not require use of Confidential Information.
3.6.4 Tolling. The Restricted Period shall be tolled during any period of breach.
4. REPRESENTATIONS & WARRANTIES
4.1 Employee represents that (a) Employee is not subject to any agreement that would conflict with or be breached by this Agreement; (b) Employee will not use or disclose any third-party confidential information; and (c) all information provided to Employer (résumé, references, etc.) is accurate.
4.2 Employer represents that it is duly organized, in good standing, and authorized to employ Employee, and that the undersigned representative has requisite authority to bind Employer.
4.3 Survival. The representations and warranties in this Section survive termination for 24 months.
5. COVENANTS & COMPLIANCE OBLIGATIONS
5.1 Employee shall (a) comply with all applicable laws, regulations, and Employer policies; (b) promptly notify Employer of any potential violation or conflict of interest; and (c) cooperate in any investigation or litigation relating to Employer’s business.
5.2 Employer shall provide a workplace compliant with applicable safety standards and shall maintain workers’ compensation coverage as required by law.
5.3 Notice & Cure. A party alleging breach shall provide written notice describing the breach in reasonable detail. If curable, the breaching party shall have 10 calendar days to cure before further action, except breaches of Sections 3.5 or 3.6 for which immediate remedies may be sought.
6. DEFAULT & REMEDIES
6.1 Events of Default. The following constitute “Events of Default”:
(a) Employee’s breach of confidentiality or restrictive covenants;
(b) Employer’s failure to pay compensation when due; or
(c) A party’s material breach of any other provision that remains uncured after notice under Section 5.3.
6.2 Remedies.
(a) Upon Employer Default, Employee may resign and pursue monetary damages (subject to Section 7.2).
(b) Upon Employee Default, Employer may terminate employment immediately and seek (i) injunctive relief as limited in Section 8.4, (ii) monetary damages, and (iii) recovery of its reasonable attorneys’ fees and costs.
6.3 Graduated Consequences. Employer may, in its discretion, impose lesser disciplinary measures (warning, suspension, performance plan) prior to termination, without waiving any rights.
7. RISK ALLOCATION
7.1 Indemnification
7.1.1 Employer Indemnity. Employer shall indemnify, defend, and hold harmless Employee against any third-party claim arising out of actions taken in good faith within the scope of employment, except to the extent such claim results from Employee Conduct (as defined below).
7.1.2 Employee Indemnity. Employee shall indemnify, defend, and hold harmless Employer and its Affiliates against all losses, liabilities, damages, and expenses arising from (a) Employee’s willful misconduct, gross negligence, or unlawful acts (“Employee Conduct”); or (b) Employee’s breach of this Agreement.
7.2 Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, THE MAXIMUM AGGREGATE LIABILITY OF EMPLOYER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF BASE SALARY AND BENEFITS PAID OR PAYABLE TO EMPLOYEE DURING THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY. This limitation shall not apply to obligations under Section 7.1.1 or unpaid wages.
7.3 Insurance
Employer may, but is not required to, maintain directors, officers & employees liability insurance covering Employee’s acts within scope of employment.
7.4 Force Majeure
Neither party shall be liable for delay or failure to perform due to acts of God, war, pandemic, governmental order, or other events beyond reasonable control, provided the affected party promptly notifies the other and resumes performance promptly thereafter.
8. DISPUTE RESOLUTION
8.1 Governing Law
This Agreement and all disputes arising hereunder shall be governed by the laws of the State of West Virginia, without regard to conflict-of-laws principles.
8.2 Forum Selection
Subject to Section 8.3, the parties submit to the exclusive jurisdiction of the state courts of competent jurisdiction located in [County], West Virginia.
8.3 Arbitration (Optional)
[SELECT ONE]
☐ 8.3(a) Arbitration Elected. Any dispute, claim, or controversy arising out of or relating to this Agreement or employment shall be resolved exclusively by 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.
☐ 8.3(b) Arbitration Not Elected. Section 8.3 intentionally omitted.
[// GUIDANCE: If arbitration is elected, ensure conspicuous acknowledgment and compliance with the Federal Arbitration Act.]
8.4 Injunctive Relief (Limited)
Notwithstanding Section 8.3, either party may seek temporary or preliminary injunctive relief in a state court of competent jurisdiction in WV to enforce Sections 3.5 or 3.6, but only to the extent necessary to prevent irreparable harm; final resolution shall proceed per Section 8.3 or 8.2, as applicable.
8.5 Jury Trial Waiver (Optional)
[SELECT ONE]
☐ Each party irrevocably waives the right to a jury trial for any dispute relating to this Agreement.
☐ Jury waiver not elected.
9. GENERAL PROVISIONS
9.1 Amendment; Waiver. No modification of this Agreement is effective unless in a writing signed by both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.
9.2 Assignment. Employee may not assign or delegate any rights or obligations. Employer may assign this Agreement to an Affiliate or successor by merger, reorganization, or asset sale, provided the assignee assumes all obligations.
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 invalid, the remainder shall be enforced. A court may modify any unenforceable restrictive covenant to the minimum extent necessary to render it enforceable.
9.5 Integration. This Agreement constitutes the entire understanding and supersedes all prior oral or written agreements concerning the subject matter, including offer letters, except that Employee remains subject to Employer’s policies, which may be unilaterally modified.
9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which constitute one instrument. Signatures delivered by electronic means (e.g., DocuSign, PDF) shall be deemed originals.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
| EMPLOYER | EMPLOYEE |
|---|---|
| [Employer Legal Name] | [Employee Name] |
| By: ________ | ________ |
| Name: ______ | |
| Title: ______ | |
| Date: _______ | Date: ___ |
[NOTARY ACKNOWLEDGMENT – add if required for restrictive covenants in your jurisdiction or company policy.]
[// GUIDANCE:
1. Remove optional provisions not selected and all bracketed instructions.
2. Confirm restrictive covenant scope is narrowly tailored to protect legitimate business interests per WV law.
3. Provide conspicuous, separate disclosure of the arbitration clause if elected, and obtain employee’s affirmative assent.
4. Ensure final wage timing and deductions policies align with current WV statutes and DOL guidance.
5. Retain executed originals in personnel file for at least five years, or longer if required by record-retention policy.]