Employment Agreement (US) by OCS
EMPLOYMENT AGREEMENT
Note: This is a GitLaw template designed for startups and small businesses hiring W-2 employees. It is not for independent contractors. Yellow-highlighted fields are placeholders; fill them in Exhibit A. Where you see Option A / Option B blocks, choose one based on the employee's primary work state and delete the others. Delete every help box (including this one) before signing.
This Employment Agreement (the Agreement) is entered into and effective as of [effective date] (the Effective Date) between:
(1) [company legal name], a [state of incorporation] [entity type (corporation/llc)] with its principal office at [company principal office address] (the Company); and
(2) [employee full legal name], residing at [employee home address] (the Employee, or you).
Each a Party and together the Parties.
BACKGROUND
(A) The Company wishes to employ the Employee in the role described in this Agreement, and the Employee wishes to accept that employment, on the terms set out below.
(B) The Parties intend this Agreement, together with the documents it incorporates by reference, to set the basic terms of the employment relationship.
The Parties agree as follows:
1. PARTIES, ATTACHMENTS, AND ORDER OF PRECEDENCE
1.1 Employing entity. The Employee is employed by the Company identified above. The Company is the employing entity for payroll, tax, and benefit-plan purposes; no parent, affiliate, or service provider of the Company is the Employee's employer.
1.2 Incorporated documents. The following documents form part of this Agreement: (a) Exhibit A (Key Commercial Terms); (b) the Company's employee handbook in effect from time to time, except where the handbook is expressly stated to be non-contractual; (c) any equity plan and grant documents; and (d) any written commission or bonus plan referenced in Exhibit A. Each document is incorporated by reference.
1.3 Order of precedence. If there is a conflict between this Agreement and an incorporated document, the order of precedence is: (1) this Agreement; (2) any signed equity grant or commission plan; (3) the employee handbook. The handbook is a non-contractual statement of policy that the Company may change at any time, except for terms required by law.
Note: This section confirms which legal entity is the employer. If your group has a parent company and a separate payroll entity, name the payroll entity as the employer. Listing the wrong entity creates payroll-tax and benefit-eligibility errors that are painful to unwind.
2. POSITION AND DUTIES
2.1 Title and reporting line. Your title is [job title], reporting to [manager name and title] or to such other person as the Company designates from time to time.
2.2 Duties. You will perform the duties customary for your title and any other reasonable duties consistent with your skills and the Company's business that the Company assigns. You will use your best efforts, skill, and judgment in performing those duties and will act in good faith and in the Company's interests.
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About this template
What is this template?
This is a modular employment agreement designed for multi-state US operations. It contains distinct options for non-compete enforceability based on state thresholds and a mandatory federal Trade Secret Immunity Notice under 18 U.S.C. Section 1833(b). It is NOT for independent contractors or for employees based in Montana without modification.
When should you use it?
Use this template when hiring full-time staff across different US jurisdictions where specific language for California Labor Code or Massachusetts General Laws is required. If hiring a freelancer or consultant, use an Independent Contractor Agreement instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1.3 | Order of precedence | Establishes that this Agreement takes priority over signed equity grants, commission plans, and the non-contractual employee handbook. |
| 3.2 | At-will employment | Permits either Party to end the relationship at any time without cause or notice, except where Montana law applies. |
| 4.1 | Wage and hour classification | Classifies the Employee as exempt or non-exempt under the federal Fair Labor Standards Act and applicable state laws. |
| 5.4 | Sign-on bonus and repayment | Requires repayment of sign-on bonuses on an all-or-pro-rata basis if the Employee resigns within a specified period. |
| 8.2 | Confidentiality and Company Property | Protects trade secrets indefinitely and other Confidential Information for a specified number of years following the end of employment. |
| 10.1 | Assignment | Irrevocably assigns to the Company all right, title, and interest in intellectual property created using Company equipment or relating to research. |
| 11.1 | Non-Solicitation | Prohibits soliciting Company customers or prospects for a specified duration following termination if the Employee had material contact with them. |
| 12 | Non-Competition | Provides four state-specific options for post-employment restrictions, including garden leave requirements for Massachusetts employees. |
| 15.2 | Cause | Defines Cause to include material breach not cured within 15 days, felony conviction, or willful refusal to perform duties. |
| 17 | Dispute Resolution | Offers a choice between court litigation and mutual arbitration, with a carve-out for sexual assault or harassment claims. |
Who it's for
- a US startup hiring a W-2 employee in a state like California or Massachusetts
- an employer requiring garden leave provisions for Massachusetts-based staff
- a company needing to assign inventions while complying with state IP carve-outs
- a business implementing mutual arbitration with federal sexual harassment claim carve-outs
How long it runs and how it's signed
Law it's drafted under
United States note
This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
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