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This Employment Agreement (this “Agreement”) is entered into as of ____________ (the “Effective Date”) by and between ____________, with an address at ____________ (“Employer”), and ____________, residing at ____________ (“Employee”). Employer and Employee may be referred to individually as a “Party” and together as the “Parties.”
Employer hires Employee, and Employee accepts employment, in the position of ____________ on a full-time basis, beginning on ____________. Employee's primary duties include: ____________. Employee shall also perform such other duties reasonably consistent with the position as Employer may assign. Employee shall devote Employee's full business time and best efforts to the performance of Employee's duties, comply with Employer's lawful policies as in effect from time to time, and not engage in any outside activity that materially interferes with those duties or creates a conflict of interest.
Employee's employment is AT WILL. Either Employee or Employer may terminate the employment relationship at any time, for any lawful reason or for no reason, with or without cause, and with or without advance notice. Nothing in this Agreement, in Employer's policies or handbooks, or in any oral statement shall be construed as a promise of employment for any specific duration or as limiting either Party's right to end the employment relationship at will. The at-will nature of the employment may be modified only by a written agreement expressly stating that it does so, signed by Employee and an authorized officer of Employer.
Employer shall pay Employee a base salary of $____ per year, payable every two weeks in accordance with Employer's standard payroll practices, less all lawful withholdings and deductions. Employer may review and adjust compensation from time to time in its discretion.
Employee shall be eligible to participate in the employee benefit plans that Employer makes generally available to similarly situated employees, subject to the terms of the applicable plans. Employer may amend or terminate any benefit plan at any time to the extent permitted by law, and nothing in this Agreement guarantees any particular benefit.
Employee shall accrue ____ days of paid time off per year, to be scheduled with Employer's approval and used in accordance with Employer's paid-time-off policy. Treatment of unused paid time off upon separation shall be governed by Employer's policy and the law of the State of ____________.
During and after employment, Employee shall hold in strict confidence and not use or disclose, except as required to perform Employee's duties, any non-public information of Employer or its customers, including business plans, financial information, customer and supplier lists, product designs, source code, personnel information, and trade secrets (“Confidential Information”). Confidential Information does not include information that is or becomes public through no fault of Employee. Upon termination of employment, Employee shall return all Employer property and all materials containing Confidential Information. Pursuant to the federal Defend Trade Secrets Act, Employee is advised that an individual shall not be held criminally or civilly liable for the disclosure of a trade secret made in confidence to a government official or an attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a sealed court filing. Nothing in this Agreement prevents Employee from discussing wages or working conditions as protected by law.
Employee hereby assigns to Employer all right, title, and interest in and to all inventions, works of authorship, designs, code, improvements, and other work product that Employee creates, alone or with others, during employment and that relate to Employer's business, result from work performed for Employer, or are created using Employer's time, materials, or Confidential Information (“Work Product”). All copyrightable Work Product shall be “work made for hire” to the fullest extent permitted by law. Employee shall promptly disclose Work Product to Employer and shall execute any documents reasonably requested to perfect Employer's rights. This assignment does not apply to any invention that qualifies for exclusion under an applicable state statute (such as California Labor Code Section 2870 or similar laws), i.e., an invention developed entirely on Employee's own time without using Employer's equipment, supplies, facilities, or trade secrets, that does not relate to Employer's business or anticipated research and does not result from work performed for Employer.
Upon termination of employment for any reason, Employer shall pay Employee all earned but unpaid wages and any other amounts required by law, on the schedule required by the law of the State of ____________. Upon termination, Employee shall return all Employer property, and the provisions of this Agreement that by their nature survive — including confidentiality, intellectual-property assignment, and any non-solicitation obligations — shall survive.
All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested) to the addresses stated in this Agreement, or sent by email with confirmation of receipt.
This Agreement shall be governed by and construed in accordance with the laws of the State of ____________, without regard to its conflict-of-laws principles.
Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in ____________, and each party consents to the personal jurisdiction of those courts.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, agreements, negotiations, and discussions, whether oral or written. This Agreement may be amended only by a written instrument signed by both parties.
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered electronically (including through a reliable electronic signature service) shall be deemed original signatures for all purposes, consistent with the U.S. ESIGN Act and applicable state law.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date, intending to be legally bound.