NONPROFIT EMPLOYMENT AGREEMENT

TABLE OF CONTENTS

1. Parties
2. Position and Duties
3. Term of Employment
4. Compensation
5. Benefits
6. Work Schedule and Location
7. Performance Review
8. Confidentiality
9. Conflict of Interest
10. Intellectual Property
11. Non-Solicitation
12. Indemnification
13. Termination
14. Post-Termination Obligations
15. Governing Law
16. Dispute Resolution
17. General Provisions
18. Signatures
19. State-Specific Notes
20. Sources and References

1. PARTIES

Employer: [________________________________________]
Address: [________________________________________]
EIN: [__-_______]
(the "Organization")

Employee: [________________________________________]
Address: [________________________________________]
SSN (last 4): XXX-XX-[____]
(the "Employee")

Effective Date: [__/__/____]

2. POSITION AND DUTIES

2.1 — Position. The Organization hereby employs the Employee as [________________________________________].

2.2 — Duties. The Employee shall perform the following duties:

[________________________________________]
[________________________________________]
[________________________________________]

2.3 — Reporting. The Employee shall report to [________________________________________], [Title].

2.4 — Best Efforts. The Employee shall devote their full professional time and best efforts to the Organization. The Employee shall not engage in outside employment or consulting without prior written approval from the Organization.

2.5 — Mission Alignment. The Employee acknowledges that the Organization is a tax-exempt organization under IRC § 501(c)(3) and agrees to perform duties in furtherance of the Organization's charitable mission.

3. TERM OF EMPLOYMENT

☐ At-Will Employment. This is an at-will employment relationship. Either party may terminate the relationship at any time, with or without cause, and with or without notice, subject to the provisions of Section 13.

☐ Fixed-Term Employment. This Agreement shall be effective for a term of [____] year(s), commencing on [__/__/____] and ending on [__/__/____], unless terminated earlier pursuant to Section 13.

4. COMPENSATION

4.1 — Base Salary. The Employee shall receive an annual base salary of $[________________________________________], payable in [bi-weekly / semi-monthly / monthly] installments, subject to applicable withholdings.

4.2 — Bonus (if applicable). The Employee may be eligible for a discretionary performance bonus of up to $[________________________________________] per year, as determined by the Board of Directors.

4.3 — Salary Review. Compensation shall be reviewed annually by the [Board of Directors / Compensation Committee] in accordance with the Organization's compensation policy and the rebuttable presumption of reasonableness under Treasury Regulation § 53.4958-6.

4.4 — Reasonableness. The compensation set forth herein has been determined by the [Board / Compensation Committee], composed of individuals with no conflict of interest, based on comparable compensation data for similarly situated positions at comparable organizations, and is documented contemporaneously in the meeting minutes.

5. BENEFITS

5.1 — Health Insurance. ☐ The Organization shall provide [________________________________________].

5.2 — Retirement Plan. ☐ The Employee shall be eligible to participate in the Organization's [403(b) / 401(k) / other] retirement plan, subject to plan terms. Employer contribution/match: [________________________________________].

5.3 — Paid Time Off. The Employee shall accrue [____] days of paid vacation, [____] days of paid sick leave, and [____] paid holidays per year.

5.4 — Professional Development. The Organization shall provide up to $[________] annually for professional development.

5.5 — Other Benefits. [________________________________________]

6. WORK SCHEDULE AND LOCATION

6.1 — Schedule. The Employee's regular schedule shall be [________________________________________].

6.2 — Location. The primary work location shall be [________________________________________].

6.3 — Remote Work. ☐ Remote work is permitted [____] days per week, subject to the Organization's remote work policy.

6.4 — FLSA Classification. The Employee's position is classified as:

☐ Exempt from overtime under the FLSA (executive, administrative, professional, or other exemption)

☐ Non-exempt — eligible for overtime compensation at 1.5x the regular hourly rate for hours worked in excess of 40 per workweek

7. PERFORMANCE REVIEW

7.1 — Annual Review. The Employee shall receive a written performance review at least annually.

7.2 — Probationary Period. The first [____] days/months of employment shall constitute a probationary period during which the Organization may terminate employment at will.

8. CONFIDENTIALITY

8.1 — Confidential Information. The Employee shall maintain the confidentiality of all non-public information relating to the Organization, including donor lists, financial records, strategic plans, client/beneficiary information, and trade secrets.

8.2 — Duration. The confidentiality obligation shall survive termination of employment.

8.3 — Exceptions. Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

9. CONFLICT OF INTEREST

The Employee shall comply with the Organization's Conflict of Interest Policy and shall promptly disclose any actual or potential conflicts of interest. The Employee shall complete an annual conflict of interest disclosure statement.

10. INTELLECTUAL PROPERTY

10.1 — Work Product. All work product, materials, and intellectual property created by the Employee within the scope of employment shall be the sole property of the Organization (work made for hire under 17 U.S.C. § 101).

10.2 — Assignment. To the extent any work product is not considered a work made for hire, the Employee hereby assigns all right, title, and interest to the Organization.

11. NON-SOLICITATION

For a period of [____] months following termination, the Employee shall not directly or indirectly solicit any employees, contractors, or major donors of the Organization.

12. INDEMNIFICATION

The Organization shall indemnify and defend the Employee against claims arising from acts within the scope of employment performed in good faith and in a manner reasonably believed to be in the Organization's best interest, to the fullest extent permitted by the Organization's bylaws and state law.

13. TERMINATION

13.1 — Termination by Organization for Cause. The Organization may terminate immediately for cause, including: material breach, dishonesty, fraud, conviction of a felony, gross negligence, willful misconduct, or violation of the Organization's policies.

13.2 — Termination by Organization Without Cause. The Organization may terminate without cause upon [____] days' written notice (or payment in lieu of notice).

13.3 — Termination by Employee. The Employee may resign upon [____] days' written notice.

13.4 — Severance. Upon termination without cause, the Employee shall receive:

☐ [____] weeks/months of base salary as severance

☐ [____] months of continued health insurance (COBRA subsidy)

☐ Other: [________________________________________]

☐ No severance

13.5 — Severance Conditions. Severance payments are conditioned upon the Employee's execution of a general release of claims in a form acceptable to the Organization.

14. POST-TERMINATION OBLIGATIONS

Upon termination, the Employee shall:

☐ Return all Organization property, keys, equipment, and documents

☐ Delete all Organization data from personal devices

☐ Cooperate with transition of duties

☐ Continue to comply with confidentiality and non-solicitation obligations

15. GOVERNING LAW

This Agreement shall be governed by the laws of the State of [____________________].

16. DISPUTE RESOLUTION

16.1 — Internal Grievance. Disputes shall first be raised through the Organization's internal grievance process.

16.2 — Mediation. If unresolved, disputes shall be submitted to mediation.

16.3 — Injunctive Relief. Either party may seek injunctive relief for breach of confidentiality or non-solicitation provisions.

☐ 16.4 — Arbitration (Optional). Disputes not resolved through mediation shall be submitted to binding arbitration under the rules of [________________________________________].

17. GENERAL PROVISIONS

17.1 — Entire Agreement. This Agreement supersedes all prior agreements and understandings.

17.2 — Amendments. Amendments must be in writing and signed by both parties.

17.3 — Severability. Invalid provisions shall not affect remaining provisions.

17.4 — Notices. Notices to the addresses stated in Section 1.

17.5 — Counterparts. This Agreement may be executed in counterparts.

18. SIGNATURES

ORGANIZATION:

By: ___________________________________________

Name: [________________________________________]

Title: [________________________________________]

Date: [__/__/____]

EMPLOYEE:

Signature: ___________________________________________

Name: [________________________________________]

Date: [__/__/____]

19. STATE-SPECIFIC NOTES

SOURCES AND REFERENCES

• Internal Revenue Code §§ 501(c)(3), 4958
• Treasury Regulation § 53.4958-6 (rebuttable presumption of reasonableness)
• IRS, "Governance and Related Topics — 501(c)(3) Organizations," https://www.irs.gov/pub/irs-tege/governance_practices.pdf
• Fair Labor Standards Act, 29 U.S.C. §§ 201–219
• U.S. Dept. of Labor, Fact Sheet #17A (FLSA Exemptions)
• National Council of Nonprofits, "Nonprofit Hiring Practices," https://www.councilofnonprofits.org