Employment Agreement
This Employment Agreement (the "Agreement") is made between [Employer legal name], with its principal office at [Employer principal address] (the "Company"), and [Employee full legal name], residing at [Employee home address] (the "Employee"). The Company wishes to employ the Employee, and the Employee wishes to be employed by the Company, on the terms below. The Company and the Employee are each a "Party" and together the "Parties".
1. Position and Duties
The Company employs the Employee as [Job title], reporting to [Reports to (name and title)]. The Employee’s principal duties are: [Principal duties and responsibilities]. The Employee shall also perform other duties consistent with the position that the Company reasonably assigns, shall comply with the Company’s lawful policies, and shall devote their full working time and best efforts to the Company. Personal investments and civic board service are permitted if they do not interfere with the Employee’s duties or create a conflict; other outside business activity requires the Company’s written consent.
2. Start Date and Place of Work
Employment under this Agreement begins on [Start date] (the "Start Date"). The Employee’s primary place of work is [Primary work location]. The Employee shall travel as the position reasonably requires, with expenses reimbursed under Section 5.
3. Compensation
(a) Base salary. The Company shall pay a base salary at the annual rate of [Annual base salary] (the "Base Salary"), less withholdings, paid [Pay schedule] under the Company’s payroll practices. The Base Salary shall be reviewed at least annually and may not be reduced without the Employee’s written consent except as part of a reduction applying to similarly situated employees.
(b) Bonus. The Employee is eligible for a bonus on the following terms: [Bonus terms (or "None")]. Unless those terms state otherwise, the Company determines in good faith whether objectives have been met, and no bonus is earned until its payment date.
(c) Classification. The position is [FLSA classification] under the Fair Labor Standards Act and state law. If non-exempt, the Employee shall record all hours worked and shall be paid overtime as the law requires.
4. Benefits and Paid Time Off
The Employee may participate in the benefit plans the Company provides to similarly situated employees, subject to the terms of each plan, currently summarized as: [Benefits summary]. The plan documents control, and the Company may amend or terminate any plan in accordance with its terms and applicable law.
The Employee accrues [Paid time off per year (days)] days of paid time off per year, prorated for partial years and taken at times agreed with the Employee’s manager, in addition to Company holidays. Accrual, carryover and payout follow the Company’s written policy and state law.
5. Expenses and Equipment
The Company shall reimburse reasonable business expenses incurred in performing the Employee’s duties, under the Company’s expense policy and on receipts submitted within sixty (60) days, and shall provide the equipment reasonably necessary for the position, which remains Company property and shall be returned on termination.
6. At-Will Employment
The Employee’s employment is at will. Either Party may end it at any time, with or without Cause and with or without notice, subject only to the payment obligations in Sections 7 and 8. Nothing in this Agreement or any Company policy creates employment for a fixed term, and at-will status may be changed only by a written agreement expressly stating so and signed by the Employee and an authorized officer. The Employee agrees to give at least [Notice the employee gives on resignation (days)] days’ written notice of resignation; the Company may waive that notice and, if it does, shall pay Base Salary through the end of the waived period.
7. Termination; Definition of Cause
"Cause" means: (a) wilful misconduct or gross negligence in performing the Employee’s duties; (b) a material breach of this Agreement or a written Company policy that, if curable, is not cured within fifteen (15) days after written notice; (c) conviction of, or a plea of guilty or no contest to, a felony or any crime involving dishonesty; (d) fraud, embezzlement or misappropriation of Company property; or (e) wilful and continued failure to perform material duties after a written warning.
On any termination, the Company shall pay all earned but unpaid Base Salary through the termination date, any bonus that became payable under Section 3(b) before that date, accrued paid time off to the extent payout is required by Company policy or law, and unreimbursed expenses (the "Accrued Amounts"), when the law requires. On a termination for Cause or a resignation, the Employee receives the Accrued Amounts and nothing more.
8. Severance
If the Company terminates the Employee’s employment without Cause, the Company shall, in addition to the Accrued Amounts, (a) continue the Base Salary for [Severance on termination without Cause (weeks of base salary, or 0)] weeks after the termination date on regular payroll dates, and (b) if the Employee timely elects COBRA continuation coverage, pay the employer portion of the premium for [Months of COBRA premium paid by employer on termination without Cause (or 0)] months or until the Employee becomes eligible for another employer’s plan, whichever is earlier (the "Severance"). If either number is zero, that component does not apply. The Severance is conditioned on the Employee signing, and not revoking, a general release of claims in the form the Company provides, and on continued compliance with Sections 9 and 10; payments begin on the first payroll date after the release becomes effective.
9. Confidential Information
"Confidential Information" means all non-public information concerning the Company’s business, in any form, including customer and prospect data, pricing, contracts, business plans, financial and personnel information, software, source code, product designs, know-how, trade secrets and information received from third parties in confidence. It excludes information that becomes public other than through the Employee’s breach, or that the Employee can show was lawfully known to them before employment without restriction.
During employment and at all times afterward, the Employee shall hold Confidential Information in strict confidence, shall not disclose it outside the Company except as their duties require or as permitted below, and shall use it only for the Company’s business. On termination, or earlier on request, the Employee shall return all Company property and materials containing Confidential Information, delete any copies on personal devices and accounts, and certify in writing that they have done so. Nothing in this Agreement prohibits the Employee from reporting possible violations of law to a government agency, without notice to the Company, and under 18 U.S.C. §1833(b) an individual is not liable under trade secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report a suspected violation of law, or in a sealed court filing.
10. Work Product and Inventions
All work product, inventions, designs, software, writings and data the Employee creates, alone or with others, in the course of employment or using Company time, resources or Confidential Information ("Work Product") are the sole property of the Company. Work Product that qualifies as a work made for hire belongs to the Company as author; the Employee assigns to the Company all other right, title and interest in Work Product and shall sign documents the Company reasonably requests to secure those rights, during and after employment, at the Company’s expense. To the extent a state statute so provides, this assignment excludes an invention developed entirely on the Employee’s own time without Company equipment, facilities or trade secrets, unless it relates to the Company’s business or anticipated research or results from work performed for the Company.
11. Conflicts of Interest; Prior Obligations
The Employee represents that no agreement prevents them from performing this Agreement, that they will not use a prior employer’s or other third party’s confidential information in their work for the Company, and that they have disclosed in writing any continuing restrictive covenant. During employment the Employee shall not, without the Company’s written consent, hold a financial interest in or perform services for a competitor, customer or supplier, other than a passive holding of under two percent (2%) of a public company.
12. Governing Law; Disputes
This Agreement is governed by the laws of the State of [Governing law (state)], without regard to conflict-of-laws principles, and by applicable federal law. The Parties consent to the jurisdiction of the state and federal courts in that state for any dispute arising out of this Agreement or the employment. A breach of Section 9 or 10 would cause the Company irreparable harm, and the Company may seek injunctive relief without posting a bond, in addition to any other remedy.
13. General
This Agreement, with the Company plans and policies it refers to, is the entire agreement between the Parties about the employment and supersedes all prior offers and agreements on the subject. It may be amended only in a writing signed by both Parties. An unenforceable provision shall be enforced to the maximum extent permitted and the remainder continues. Sections 7 through 13 survive termination. The Company may assign this Agreement to a successor to its business; the Employee may not assign it. Notices shall be in writing to the addresses above. Payments are intended to be exempt from or to comply with Section 409A of the Internal Revenue Code. This Agreement may be signed electronically and in counterparts, and the electronic execution record, timestamps and document fingerprints kept by the signing platform are conclusive evidence of its execution. The person signing for the Company represents that they are authorized to bind it.
Signatures
Employer · Employee