WYOMING AT-WILL EMPLOYMENT AGREEMENT

(Comprehensive Template – Court-Ready Draft)

[// GUIDANCE: This template is intentionally expansive. Practitioners should delete any inapplicable bracketed options and tailor the remaining language to the client’s circumstances.]

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

EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”), by and between [EMPLOYER LEGAL NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE FULL NAME], an individual residing at [ADDRESS] (“Employee”). Employer and Employee may be referred to herein individually as a “Party” and collectively as the “Parties.”

1.1 Recitals

A. Employer desires to engage Employee in an at-will employment relationship in the State of Wyoming.
B. Employee desires to accept such employment on the terms and conditions set forth herein.
C. The consideration for this Agreement includes, without limitation, the mutual promises contained herein, the employment relationship itself, and the compensation and benefits referenced below.

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

2. DEFINITIONS

The following terms have the meanings set forth below and apply equally to their singular and plural forms. Defined terms appear in bold throughout this Agreement.

“Affiliate” – Any entity that, directly or indirectly, controls, is controlled by, or is under common control with a Party.

“Benefit Plans” – The employee benefit plans sponsored by Employer, as amended from time to time.

“Cause” – (a) material breach of this Agreement; (b) willful misconduct, gross negligence, or fraud; (c) conviction or plea of nolo contendere to a felony; or (d) any act or omission that results in material harm to Employer’s reputation or business.

“Confidential Information” – All non-public information, regardless of form, relating to Employer’s business, including trade secrets, customer lists, pricing, and proprietary data.

“Good Reason” – (a) material reduction in Base Salary; (b) material diminution of duties; or (c) relocation of primary worksite more than 50 miles from [CITY], in each case without Employee’s consent and after thirty (30) days’ written notice and failure to cure.

“WY At-Will Exceptions” – The judicially-recognized exceptions to Wyoming’s at-will doctrine, including (i) public-policy retaliation prohibitions, and (ii) express contractual limitations on at-will status, as modified or supplemented by future Wyoming law.
[// GUIDANCE: Wyoming does not recognize a broad implied covenant of good faith in at-will settings; this definition is provided for clarity.]

3. OPERATIVE PROVISIONS

3.1 Position and Duties

(a) Title: [POSITION TITLE].
(b) Reporting to: [SUPERVISOR TITLE].
(c) Duties: Employee shall perform all duties customarily associated with the position and such other duties as reasonably assigned, consistent with Employer’s lawful policies and applicable law.

3.2 Employment Status

(a) At-Will Relationship. Employment is “at-will,” meaning either Party may terminate the relationship at any time, with or without Cause, Good Reason, or advance notice, subject only to the WY At-Will Exceptions and the notice requirements set forth in Section 3.4.
(b) No Statement or Policy, oral or written, shall alter the at-will status unless contained in a written agreement signed by Employer’s [TITLE WITH AUTHORITY] that expressly references this Section 3.2(b).

3.3 Compensation

(a) Base Salary: $[AMOUNT] per [PAY PERIOD], payable in accordance with Employer’s standard payroll practices and applicable law.
(b) Bonus: [DISCRETIONARY / FORMULA-BASED] annual bonus potential of up to [PERCENTAGE OR AMOUNT], subject to Employer’s written bonus plan and sole discretion.
(c) Benefits: Eligibility for Employer’s Benefit Plans pursuant to their terms.
(d) Equity: [IF APPLICABLE] Grant of [NUMBER] [STOCK OPTIONS / RSUs] pursuant to the [PLAN NAME] effective on the Effective Date.

3.4 Notice of Termination

Except in cases of termination for Cause, either Party shall provide [OPTION 1: “no less than two (2) weeks’”] [OPTION 2: “reasonable”] written notice prior to the termination date. Nothing herein creates a fixed-term contract.
[// GUIDANCE: Wyoming imposes no statutory notice; this is contractual and may be deleted.]

3.5 Final Pay & Deductions

Employer shall tender all wages due within the earlier of Employer’s next regular payday or five (5) business days following the termination date, subject to lawful deductions.

3.6 Conditions Precedent

Employment and continued employment are conditioned upon:
(a) Satisfactory completion of background checks and verification of employment eligibility (I-9).
(b) Employee’s execution of this Agreement and the Confidentiality & IP Assignment Agreement attached as Exhibit A.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual

(a) Authority. Each Party has full power and authority to enter into and perform this Agreement.
(b) No Conflict. Execution and performance do not violate any contract or legal obligation binding on the Parties.

4.2 By Employee

(a) Qualifications. Employee possesses the qualifications and ability to perform the duties required.
(b) No Restrictive Obligations. Employee is not bound by any prior agreement that would prohibit full performance of this Agreement.
(c) Accuracy. All information provided to Employer during hiring is true and complete.

4.3 Survival

The representations and warranties of this Section 4 survive termination of employment to the extent necessary to enforce the Parties’ rights.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Employee shall maintain Confidential Information in strict confidence and use it solely for Employer’s benefit. This covenant survives termination for a period of [FIVE (5)] years (trade secrets: perpetual).

5.2 Intellectual Property

All Inventions conceived or reduced to practice during employment that relate to Employer’s business are Employer’s sole property. Employee agrees to execute all documents necessary to vest title in Employer.

5.3 Non-Solicitation

For twelve (12) months post-employment, Employee shall not directly or indirectly solicit or induce any then-current employee or customer of Employer to terminate or reduce its relationship with Employer.

5.4 Non-Competition [OPTIONAL]

(a) Scope. Employee shall not engage in any Competitive Business within a fifty (50)-mile radius of any location where Employee regularly worked for Employer during the twelve (12) months preceding termination.
(b) Term. Twelve (12) months post-employment.
(c) Reasonableness. The Parties acknowledge Wyoming’s policy disfavors undue restraint; therefore, this covenant shall be interpreted narrowly to protect Employer’s legitimate business interests. If any restriction is found unreasonable, a court of competent jurisdiction may modify (blue-pencil) to the minimum extent necessary for enforceability.
[// GUIDANCE: Wyoming courts typically enforce non-competes only when reasonable in time & space, tied to legitimate interests, and supported by consideration. Consider offering garden-leave or additional consideration to bolster enforceability.]

5.5 Compliance with Policies

Employee shall comply with Employer’s lawful written policies as amended from time to time, provided that no such policy may abrogate Employee’s statutory rights.

6. DEFAULT & REMEDIES

6.1 Events of Default

(a) Employee Default: Material breach of Sections 5.1–5.4, fraud, or willful misconduct.
(b) Employer Default: Material failure to pay compensation due, or any other material breach not cured within ten (10) days after written notice.

6.2 Cure Period

Except for breaches that are incapable of cure or involve theft, fraud, or violence, the breaching Party has ten (10) days after written notice to cure.

6.3 Remedies

(a) Specific Performance / Injunction (Limited). Employer may seek temporary or preliminary injunctive relief to enforce Sections 5.1–5.4, provided any such injunction shall be limited in duration and scope consistent with Wyoming law and Section 8.4.
(b) Liquidated Damages [OPTIONAL]. In the event of Employee’s breach of Section 5.3 or 5.4, Employee shall pay Employer liquidated damages equal to [_____] which the Parties agree represents a reasonable estimate of damages and is not a penalty.
(c) Attorney Fees. The prevailing Party in any dispute arising under this Agreement is entitled to reasonable attorney fees and costs.

7. RISK ALLOCATION

7.1 Indemnification by Employee

Employee shall indemnify, defend, and hold harmless Employer, its Affiliates, and their respective officers, directors, and agents from and against any and all losses, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or resulting from Employee’s (i) gross negligence, willful misconduct, or fraud, or (ii) material breach of this Agreement.

7.2 Limitation of Liability

To the fullest extent permitted by law, Employer’s aggregate liability arising out of or relating to this Agreement shall not exceed the aggregate amount of Base Salary and Benefits actually paid to Employee during the twelve (12) months immediately preceding the event giving rise to liability. Neither Party shall be liable for consequential, special, or punitive damages, except in cases of willful misconduct or statutory penalties.

7.3 Insurance

Employer maintains workers’ compensation coverage as required by Wyoming law and such other insurance as Employer deems appropriate. Employee is encouraged to maintain personal liability insurance commensurate with professional risk.

7.4 Force Majeure

Neither Party shall be liable for delays or failures to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, epidemics, 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 Wyoming, without regard to conflict-of-laws principles.

8.2 Forum Selection

Subject to Section 8.3, any suit, action, or proceeding arising out of or relating to this Agreement shall be instituted exclusively in the state courts located in [COUNTY], Wyoming, and each Party irrevocably submits to the personal jurisdiction of such courts.

8.3 Arbitration [OPTIONAL – SELECT ONE]

[ ] (a) Arbitration Elected. Any dispute, claim, or controversy arising under or relating to this Agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules. The arbitration shall take place in [CITY], Wyoming before a single arbitrator. Judgment on any award may be entered in any court of competent jurisdiction. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL.
[ ] (b) Arbitration Declined. Disputes shall be resolved exclusively in accordance with Section 8.2.

8.4 Limited Injunctive Relief

Notwithstanding Section 8.3, either Party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction to enforce Sections 5.1–5.4, provided such relief is limited to preserving the status quo pending final resolution.

8.5 Jury Waiver [OPTIONAL]

[ ] Waiver Included. TO THE EXTENT NOT PROHIBITED BY LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.
[ ] Waiver Omitted.

9. GENERAL PROVISIONS

9.1 Amendment and 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 future occasion.

9.2 Assignment. Employee may not assign or delegate any rights or obligations under this Agreement without Employer’s prior written consent. Employer may assign this Agreement to any successor or Affiliate.

9.3 Successors and Assigns. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.

9.4 Severability and Reformation. If any provision is held invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.

9.5 Integration. This Agreement, together with Exhibit A and any referenced Benefit Plans, constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior understandings.

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 electronic means (e.g., PDF, DocuSign) are binding for all purposes.

9.7 Headings. Section headings are for convenience only and shall not affect interpretation.

9.8 Construction. The Parties acknowledge they have reviewed this Agreement with counsel (or had the opportunity to do so) and any rule of construction that ambiguities are to be resolved against the drafting Party shall not apply.

9.9 WARN Act Compliance. Employer shall provide notice as required by the federal Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq., and any similar state statutes, if applicable.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Employment Agreement as of the Effective Date first written above.

EMPLOYER:
[EMPLOYER LEGAL NAME]
By: ____
Name: ____
Title: ____

Date: ______

EMPLOYEE:

[EMPLOYEE FULL NAME]

Date: ______

[Seal/Notary Acknowledgment if required]

EXHIBIT A

Confidentiality, Non-Disclosure, and Intellectual Property Assignment Agreement
[Attach or draft as separate document consistent with Section 5]

[// GUIDANCE:
1. Confirm any mandatory state or local disclosures (e.g., wage theft notices).
2. Where Employer elects arbitration, ensure AAA employment rules copy provided to Employee.
3. For restrictive covenants, consider additional consideration (e.g., signing bonus) to strengthen enforceability.
4. Review insurance policies for alignment with indemnity obligations.]