Employment Agreement (US) by Open Contract Standards
Updated 23 July 2026
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.
2.3 Work location. Your primary work location is [primary work location (office address or remote state)]. If you work remotely, you must maintain a reliable workspace that meets the Company's security and confidentiality requirements. You may not change your primary work state without the Company's prior written approval, because doing so changes payroll, tax, and compliance obligations.
2.4 Outside activities. During your employment, you will devote your full working time and attention to the Company. You may not engage in any outside paid work, board seat, advisory role, or other engagement that competes with, materially interferes with, or creates a conflict of interest with your duties to the Company without the Company's prior written approval. Personal investments, charitable, civic, and religious activities that do not interfere with your duties do not require approval.
2.5 Compliance with policies. You will follow the Company's lawful policies and the lawful directions of your manager, and you will promptly disclose any actual or potential conflict of interest.
Note: Keep duties described at a high level. Locking detailed responsibilities into the agreement makes it harder to change the role later without renegotiating the contract. If the role changes between exempt and non-exempt under wage and hour law, refresh the classification analysis before making the change.
3. EMPLOYMENT STATUS, START DATE, AND WORK AUTHORIZATION
3.1 Start date. Your employment begins on [start date].
3.2 At-will employment. Your employment is at-will. Either you or the Company may end the employment relationship at any time, with or without cause and with or without notice. The at-will nature of your employment can be changed only by a written agreement signed by you and an authorized officer of the Company. Nothing in this Agreement, the employee handbook, or any other Company document creates a fixed term of employment or limits the right of either Party to end the employment relationship.
Note: At-will is the default rule across the United States, with one important exception: Montana. Under Montana's Wrongful Discharge from Employment Act, after a probation period the employer may end employment only for good cause. If the Employee primarily works in Montana, replace the at-will paragraph above with a Montana-compliant probation and good-cause framework.
3.3 Conditions to employment. Your employment is conditioned on (a) your continuing legal authorization to work in the United States and timely completion of IRS Form W-4, USCIS Form I-9, and any state new-hire forms; (b) satisfactory completion of any background, reference, or other pre-employment checks required for the role and lawful in the work state; and (c) your representation that you are not bound by any agreement with a former employer or other third party that would prevent or restrict your work for the Company.
3.4 No use of third-party confidential information. You will not bring to the Company, use, or disclose any confidential information, trade secrets, or other proprietary materials belonging to a former employer or any other third party. If you believe a task requires you to use such information, stop and tell the Company before proceeding.
Note: If you have signed a non-compete or non-solicit with a former employer, tell the Company before your start date. The Company may need to adjust your duties or geography to avoid a claim. Bringing a former employer's documents, code, or contact lists to the Company is one of the fastest ways to attract a lawsuit.
4. CLASSIFICATION, HOURS, AND TIMEKEEPING
4.1 Wage and hour classification. You are classified as [exempt or non-exempt] under the federal Fair Labor Standards Act and the wage and hour laws of your primary work state.
4.2 Schedule. Your regular schedule is [regular schedule (e.g. monday to friday, 9am to 6pm)]. The Company may adjust your schedule from time to time as the business reasonably requires, subject to applicable law.
4.3 Timekeeping (non-exempt only). If you are non-exempt, you must accurately record all time worked in the Company's timekeeping system, including any time worked outside your regular schedule. You may not work off the clock. The Company will pay overtime as required by federal and state law for hours worked over the applicable threshold.
Note: Exempt status is not a label the Company chooses freely; it depends on your duties and pay structure. Misclassifying a non-exempt role as exempt is one of the most common wage and hour violations and can produce back pay, interest, and penalties. If your duties shift over time, ask HR to refresh the classification analysis.
5. COMPENSATION
5.1 Base pay. The Company will pay you a base [annual salary or hourly rate] (the Base Pay), payable in accordance with the Company's standard payroll cycle and subject to required tax withholdings and other lawful deductions.
Note: Pay-transparency laws now apply in California, Colorado, Hawaii, Illinois, Maryland, Massachusetts, Minnesota, New Jersey, New York, Vermont, Washington, and a growing list of cities. If you are hiring into a covered jurisdiction, the salary stated in the agreement should be consistent with the range you posted publicly. Inconsistencies are a common source of complaints.
5.2 Variable pay. You may be eligible for [variable pay description (bonus, commission, or none)], governed solely by the written plan in effect at the relevant time. Any variable pay is earned only when the conditions in that plan are met. The Company may amend or terminate the plan prospectively, except as limited by applicable law.
5.3 Equity. Subject to Board approval and the terms of the Company's equity plan, you may be granted [equity type and amount (or n/a)]. The grant date, vesting schedule, exercise price (if any), and other terms are set by the equity plan and your separate grant agreement; this Agreement does not by itself entitle you to any equity.
Note: CRITICAL: 83(b) Election 30-Day Deadline. If you receive restricted stock subject to vesting, consider filing an Internal Revenue Code Section 83(b) election with the IRS within 30 days of the grant date. This deadline is strict: the IRS does not grant extensions or equitable exceptions. Missing the 30-day window means you will be taxed on the fair market value of the stock at each vesting date (rather than the grant-date value), which can result in a substantially higher ordinary income tax liability as the Company's value appreciates. The grant date is typically the date the Board approves the grant, which may be earlier than the date paperwork is signed. As of 2024, the IRS provides Form 15620 as a standardized 83(b) election form. The Company does not file the election for you.
5.4 Sign-on bonus and repayment. If a sign-on bonus is shown in Exhibit A, the Company will pay it on the schedule in Exhibit A. If you resign without cause, or the Company ends your employment for Cause (as defined in Section 15), within [sign-on repayment period (months)] after your start date, you will repay the sign-on bonus on a [all-or-pro-rata basis] basis. Repayment is a separate debt collectible through ordinary means. The Company will not deduct the repayment amount from wages, commissions, or final pay; any such deduction requires the Employee's separate, voluntary, written authorization given at the time of deduction and is permitted only where applicable state law allows it.
Note: Many states limit when an employer can recover a sign-on bonus by deducting from wages; California, Illinois, Massachusetts, and New York are among the strictest. Treat repayment as a separate debt the Employee owes the Company, collectible through ordinary means, not through automatic payroll deduction.
6. BENEFITS AND PAID TIME OFF
6.1 Benefit plans. You may participate in the Company's benefit plans on the same terms as similarly situated employees, subject to the eligibility rules and other terms of each plan. Plan documents control. The Company may amend, replace, or terminate any plan at any time to the extent permitted by law.
6.2 Paid time off. You will receive paid time off, vacation, and sick leave in accordance with Company policy and any state or local law that applies to your work location.
Note: Several states require separate paid sick leave that accrues, carries over, and pays out differently from vacation. Examples include California, Colorado, New York, and Washington. Operate paid time off through policy and payroll, not through detailed accrual math in this agreement, so the policy can be updated as the law changes.
7. BUSINESS EXPENSES
7.1 The Company will reimburse reasonable and necessary business expenses you incur in performing your duties, in accordance with the Company's expense policy, on submission of supporting documentation within [expense submission period (days)] of the expense being incurred. The Company will reimburse expenses required by the law of your work state regardless of whether the policy covers them.
Note: California (Labor Code Section 2802) and Illinois (820 ILCS 115/9.5) require employers to reimburse employees for the necessary cost of doing the job, including a reasonable share of personal phone, internet, and home-office costs for remote workers. A flat monthly stipend is acceptable in most states, but it must actually cover the typical cost; if it does not, employees can recover the shortfall.
8. CONFIDENTIALITY AND COMPANY PROPERTY
8.1 Confidential Information defined. "Confidential Information" means non-public information of the Company or any of its affiliates, customers, or partners that you receive or develop during your employment, including: business plans, financial information, pricing, customer and prospect lists, supplier and vendor information, product and technology roadmaps, source code and other technical information, security credentials, personnel data, and any other information that is treated as confidential or that a reasonable person would understand to be confidential. Confidential Information does not include information that (a) is or becomes public through no breach by you; (b) you knew before joining the Company without a duty of confidentiality; or (c) you are required by law to disclose.
8.2 Use and protection. You will use Confidential Information only to do your job for the Company. You will not disclose it to anyone outside the Company except as your duties require, and you will protect it using at least the same care you would use for your own most sensitive information. These duties continue after your employment ends, indefinitely for trade secrets and for [confidentiality survival period (years)] years following the end of your employment for other Confidential Information.
Note: Three to five years is the market range for non-trade-secret confidentiality survival in employment templates; trade secrets remain protected for as long as they qualify as trade secrets under state and federal law. The standard formulation is: "for a period of three years following termination, or indefinitely for trade secrets."
8.3 Protected activity carve-out. Nothing in this Agreement prevents you from: (a) discussing wages, hours, or working conditions with co-workers or others; (b) reporting a possible violation of law to a government agency, regulator, court, or attorney; (c) cooperating with a government investigation; (d) participating in a lawful concerted activity protected by the National Labor Relations Act; or (e) making a disclosure that is otherwise protected by law. You do not need the Company's permission to engage in any of these activities, and you do not need to tell the Company about them.
Note: This carve-out is required to keep the confidentiality clause from being struck down. The National Labor Relations Board has held that confidentiality clauses that could reasonably be read to chill discussion of pay or working conditions are unlawful, even in non-union workplaces. Whistleblower statutes work similarly.
8.4 Return or deletion of Company property. On request, and in any event when your employment ends, you will promptly return or, if the Company directs, securely delete all Company property and Confidential Information in your possession or control, including devices, documents, files, credentials, and copies in any format. You will then certify in writing that you have done so. The Company will not deduct the value of any unreturned property from wages, commissions, or final pay; any such deduction requires your separate, voluntary, written authorization given at the time of deduction and is permitted only where applicable state law allows it.
8.5 Third-party confidential information. If the Company gives you confidential information that belongs to a third party (for example, a customer or partner), you will treat it as Confidential Information of the Company and follow any additional restrictions the Company tells you about.
9. TRADE SECRET IMMUNITY NOTICE
9.1 Pursuant to the federal Defend Trade Secrets Act (18 U.S.C. Section 1833(b)), you are notified that:
(a) You will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if the filing is made under seal.
(b) If you file a lawsuit alleging retaliation by the Company for reporting a suspected violation of law, you may disclose the trade secret to your attorney and use the trade secret information in the court proceeding, if you (i) file any document containing the trade secret under seal, and (ii) do not disclose the trade secret except pursuant to a court order.
Note: This notice must appear in the operative text of any agreement that governs the use of trade secrets or confidential information and is signed by an individual performing work for the Company. If it is missing, the Company cannot recover exemplary damages or attorney's fees under the federal Defend Trade Secrets Act against that individual. Do not delete this section.
10. INVENTIONS AND INTELLECTUAL PROPERTY
10.1 Assignment. You hereby irrevocably assign to the Company all right, title, and interest in any inventions, works of authorship, software, designs, data, know-how, and other intellectual property that you create, alone or with others, during your employment that (a) relate to the Company's business or actual or anticipated research and development; (b) are made using the Company's equipment, supplies, facilities, or Confidential Information; or (c) result from work you performed for the Company. To the extent any work you create within the scope of your employment qualifies as a "work made for hire" under the U.S. Copyright Act, it is owned by the Company. To the extent any such work does not qualify as a work made for hire, you assign it to the Company. To the extent permitted by law, you waive any moral rights in works owned by the Company.
10.2 Cooperation. You will promptly disclose to the Company in writing all assigned inventions and works. At the Company's reasonable expense, you will sign documents and take other reasonable steps the Company requires to obtain, perfect, and enforce its rights, including patent and copyright filings. If the Company is unable to obtain your signature for any reason, you appoint the Company as your attorney-in-fact for the limited purpose of executing those documents.
10.3 Prior inventions. Exhibit C lists any inventions or works you owned before joining the Company that you wish to exclude from this assignment. If you do not list anything in Exhibit C, you confirm that there are no prior inventions to exclude. You may not incorporate a listed prior invention into Company products or services without the Company's prior written consent; if you do, you grant the Company a perpetual, worldwide, royalty-free licence to use, modify, and distribute it as part of those products or services.
10.4 State carve-outs.
Note: Use Option A only if the Employee primarily works in California, Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, or Washington. Each of these states limits assignment of inventions developed entirely on the employee's own time, without the employer's resources, and unrelated to the employer's business or anticipated research. Use Option B for all other states.
Note: Use either Option A or Option B.
Option A (Carve-out states - CA, DE, IL, KS, MN, NC, UT, WA): This Agreement does not require you to assign an invention that you developed entirely on your own time without using the Company's equipment, supplies, facilities, or Confidential Information, except for an invention that (i) relates at the time of conception or reduction to practice to the Company's business or actual or demonstrably anticipated research or development, or (ii) results from any work you performed for the Company. If California law governs your employment, the Company will provide the written notice required by California Labor Code Section 2872 in the form set out in Exhibit B.
Option B (All other states): Section 10.1 applies in full. No state-law carve-out applies to your assignment of inventions.
Note: If California governs, attach the Section 2872 notice as Exhibit B and have the Employee acknowledge receipt. The carve-out itself sits in California Labor Code Section 2870; the written-notice requirement sits in Section 2872. Other carve-out states (Illinois 765 ILCS 1060/2; Washington RCW 49.44.140; Minnesota Minn. Stat. Section 181.78; Delaware 19 Del. C. Section 805; Kansas K.S.A. Section 44-130; North Carolina N.C.G.S. Section 66-57.1; Utah Utah Code Section 34-39-3) use similar wording and rely on the carve-out language already in Option A.
Note: Standard market language for assignment is "hereby irrevocably assigns... all right, title and interest." That formulation, in writing and signed by the Employee, satisfies 17 U.S.C. Section 204(a) of the U.S. Copyright Act, which requires copyright transfers to be in a signed writing. Work-made-for-hire under the Copyright Act covers employee work within the scope of employment automatically; for any work that does not qualify, the express assignment above is what conveys ownership.
11. NON-SOLICITATION
11.1 Customers and prospects. During your employment and for [customer non-solicit duration (months)] after it ends, you will not, on behalf of any business that competes with the Company, solicit business from or do business with any customer or active prospect of the Company with whom you had material contact, or about whom you received Confidential Information, in the 12 months before your employment ended, but only for products or services that compete with those you helped provide.
11.2 Employees and contractors. During your employment and for [employee non-solicit duration (months)] after it ends, you will not solicit any then-current Company employee or contractor with whom you worked in the 12 months before your employment ended to leave the Company. General job advertisements not targeted at those individuals are not a breach of this Section.
Note: Six to 12 months is the market norm for both customer and employee non-solicitation in startup and SME templates. Tying "customer" to people you actually had material contact with - rather than every customer in a database - is what makes the clause defensible. California disfavors customer non-solicits in the employment context except where they protect actual trade secrets; in California, rely on the confidentiality clause instead and consider deleting Section 11.1.
12. NON-COMPETITION
Note: Non-competes are tightly regulated in the United States. Several states ban them outright in the employment context, and others enforce them only above an income threshold or with specific notice. Federal policy on a nationwide ban shifted in 2024-2025: a federal court set aside the FTC's 2024 Non-Compete Rule, and the FTC subsequently dismissed its appeals; the rule is not in force, and state law controls. Choose the option that matches the Employee's primary work state. For most early-stage hires, the safest path is to omit the non-compete entirely and rely on Sections 8 (Confidentiality), 10 (IP), and 11 (Non-Solicitation).
Note: Use either Option A, Option B, Option C, or Option D.
Note: Use Option A (no non-compete) if the Employee primarily works in California, Minnesota, North Dakota, Oklahoma, or the District of Columbia, or where the Company chooses not to impose a non-compete. Use Option B (Massachusetts) where Massachusetts law governs and you can satisfy the strict statutory conditions. Use Option C (threshold states) where the Employee primarily works in Colorado, Illinois, Oregon, or Washington and earns above the state's current statutory threshold. Use Option D (reasonableness states) for any other state where a narrow, reasonable non-compete is enforceable.
Option A (No employee non-compete): No employee non-compete applies. This Agreement does not restrict your right to work for any other employer or to engage in any lawful business after your employment ends. This option does not limit the Confidentiality, Trade Secret, or Non-Solicitation obligations in this Agreement, or any restriction tied to a sale of business interests where state law expressly permits.
Note: California, Minnesota, North Dakota, and Oklahoma broadly prohibit employee non-competes. The District of Columbia prohibits them for all employees earning under a high-income threshold. California Business and Professions Code Section 16600 voids non-competes in the employment context; Section 16600.5 (added by SB 699, effective January 1, 2024) makes void contracts unenforceable regardless of where or when signed; Section 16600.1 (added by AB 1076, effective January 1, 2024) makes inclusion of a void non-compete in an employment contract unlawful and required individualized written notice to current and former California employees by February 14, 2024. Sections 16601 and 16602.5 provide narrow exceptions for non-competes signed in connection with the sale of a business or dissolution of a partnership or LLC; those exceptions do not apply to ordinary employment.
Option B (Massachusetts): For [massachusetts non-compete period (max 12 months)] after your employment ends, you will not perform services that are the same as or substantially similar to the services you performed for the Company in [massachusetts non-compete scope and geography], to the extent doing so would compete with the Company. You acknowledge and agree that:
(a) you have the right to consult with counsel of your choice before signing this Agreement;
(b) this Agreement was provided to you by the earlier of (i) a formal offer of employment and (ii) 10 business days before this Agreement takes effect;
(c) during the entire restricted period, the Company will provide you, on a pro-rata basis, garden leave pay equal to at least 50 percent of your highest annualized base salary paid by the Company in the two years immediately before your employment ended, OR, the following mutually agreed alternative consideration: [massachusetts alternative consideration]; and
(d) this restriction is no broader than necessary to protect the Company's trade secrets, other Confidential Information, and goodwill.
: If any element of this restriction does not comply with Massachusetts law, that element will be modified to the minimum extent necessary to make it comply. This Option is intended to satisfy Massachusetts General Laws c. 149, Section 24L.
Note: Massachusetts requires all four elements above (right to consult counsel, advance notice, garden leave or alternative consideration, and narrow scope). Missing any one of them, including the right-to-counsel statement, is enough to invalidate the entire non-compete. The maximum duration under the statute is 12 months in most cases.
Option C (Threshold states - CO, IL, OR, WA): For [threshold-state non-compete period (months)] after your employment ends, you will not perform services for any business that competes with the Company in [threshold-state non-compete scope (product or service line)] within [threshold-state non-compete geography], to the extent your work for that business would meaningfully compete with the work you performed for the Company in the 12 months before your employment ended. This Option applies only if (a) your annualized earnings meet or exceed the threshold required by your work state's non-compete statute at the time this Agreement is entered into and at the time of enforcement, and (b) the Company has provided any advance notice and other procedural conditions required by your work state. If either condition is not met, this Option does not apply and no employee non-compete restricts your post-employment activities.
Note: Colorado, Illinois, Oregon, and Washington enforce non-competes only above an income threshold and only if specific procedural conditions are met (advance notice, separately delivered copy, statutory consideration). The thresholds change every year; Washington's threshold is republished annually by L&I. Verify the current threshold for the work state before relying on this option. Below threshold, the non-compete is void.
Option D (Reasonableness states - most others): For [reasonableness-state non-compete period (months)] after your employment ends, you will not perform the same or substantially similar duties for any business that directly competes with the Company in [reasonableness-state non-compete geography], to the extent doing so would meaningfully compete with the work you performed for the Company in the 12 months before your employment ended. This restriction does not apply if the Company ends your employment without Cause, unless applicable law permits and the Company continues to pay your Base Pay during the restricted period.
Note: In reasonableness states the courts will enforce a non-compete only to the extent the duration, geography, and scope are reasonable to protect a legitimate business interest such as trade secrets or customer goodwill. Texas requires the non-compete to be ancillary to an enforceable agreement and supported by consideration beyond mere continued at-will employment, such as access to confidential information or specialized training. Drafting overbroad and relying on a court to narrow it is risky; some states will simply void an overbroad clause rather than rewrite it.
12.1 Tolling. If you breach Section 11 or 12, the restricted period is paused during the breach to the extent permitted by law.
13. PRIVACY, MONITORING, AND DATA
13.1 Company data. All data, files, documents, and communications you create or access using Company systems, accounts, or devices belong to the Company, regardless of the device on which they sit. You will use Company data only for legitimate business purposes and follow the Company's security and data protection rules.
13.2 Personal data. The Company processes your personal information for human resources, payroll, benefits, security, and compliance, in accordance with applicable privacy laws and the Company's privacy notice for employees.
13.3 Monitoring. To the extent permitted by applicable law, the Company may monitor, access, and review activity on Company systems and devices for security, compliance, and legitimate business reasons. Where state or local law requires advance notice, the Company will provide it separately. You should not expect privacy in any communication or file stored on Company systems or devices.
Note: California, Connecticut, Delaware, New York, Texas, and several other states require advance written notice before electronic monitoring. Operationalize monitoring through a separate notice given on or before the first day of work, not through this clause alone.
14. WHISTLEBLOWER AND PROTECTED RIGHTS
14.1 Nothing in this Agreement, any release, or any other Company document limits your right to (a) report a possible violation of law to a government agency, regulator, court, or attorney; (b) cooperate with a government investigation; (c) make any disclosure that is protected by law; or (d) receive an award or other compensation under any whistleblower program. You do not need the Company's consent or to give the Company notice to do any of these things.
15. TERMINATION OF EMPLOYMENT
15.1 By either Party. Either Party may end your employment at any time, in accordance with Section 3.2 (At-will employment).
15.2 Cause. "Cause" means (a) your material breach of this Agreement that you do not cure within 15 days of written notice (or that cannot be cured); (b) your conviction of, or plea of guilty or no contest to, a felony or any crime involving fraud or dishonesty; (c) any act of fraud, embezzlement, or material dishonesty against the Company; (d) your willful refusal to perform lawful duties properly assigned to you; or (e) your material violation of a written Company policy that exposes the Company to material harm.
15.3 Final pay. On termination for any reason, the Company will pay you all earned but unpaid wages and any accrued and unused paid time off the law of your work state requires it to pay, in accordance with the timing rules of that state. The Company will provide any required notice of benefit continuation rights, including under COBRA where applicable.
15.4 Survival. Sections 8 (Confidentiality), 9 (Trade Secret Immunity Notice), 10 (Inventions and Intellectual Property), 11 (Non-Solicitation), 12 (Non-Competition, if elected), 13 (Privacy), 14 (Whistleblower), 17 (Dispute Resolution), and 18 (Governing Law) survive the end of your employment.
15.5 Cooperation. For a reasonable period after your employment ends, you will, on reasonable notice and at the Company's expense for out-of-pocket costs, reasonably cooperate with the Company in any matter relating to your work for the Company, including investigations and legal proceedings. The Company will not require cooperation that interferes with new employment or violates any law.
Note: Final-pay timing varies sharply by state. California requires immediate payment to terminated employees and 72 hours for resignations without notice. Massachusetts requires payment on the day of discharge. Letting payroll handle timing - rather than hardcoding a number here - keeps the agreement compliant across states without amendment.
16. RETURN OF COMPANY PROPERTY
16.1 On termination, you will promptly return all Company property, including laptops, phones, access cards, keys, files, documents, and any other physical or electronic Company materials. If you use a personal device for Company work under a bring-your-own-device arrangement, you will permit the Company to remove Company data and accounts from that device and will certify deletion in writing. The Company will not deduct the value of any unreturned property from wages, commissions, or final pay; any such deduction requires your separate, voluntary, written authorization given at the time of deduction and is permitted only where applicable state law allows it.
17. DISPUTE RESOLUTION
Note: Use either Option A or Option B.
Note: Use Option A if the Company runs an arbitration program and is prepared to pay arbitration fees. Use Option B if you prefer court litigation. Even under Option A, federal law allows employees to bring sexual assault and sexual harassment claims in court at their election; the carve-out is built into Option A.
Option A (Mutual arbitration with EFAA carve-out): Any dispute arising out of or relating to this Agreement or your employment that the Parties cannot resolve informally will be resolved by final and binding arbitration on an individual basis under the [arbitration provider rules (e.g. aaa employment rules or jams employment rules)], before a single arbitrator, in [arbitration seat (city and state)]. The Company will pay the arbitration filing fee and the arbitrator's fees to the extent required by law. Either Party may seek temporary or preliminary injunctive relief in court to protect trade secrets or Confidential Information without waiving the obligation to arbitrate the underlying dispute. Notwithstanding any other provision of this Agreement, you may, at your election, bring any claim that relates to a sexual assault or sexual harassment dispute in court rather than in arbitration, and the Company will not seek to compel arbitration of that claim. To the maximum extent permitted by law, the Parties waive the right to bring or participate in a class action, collective action, or representative action; this waiver does not limit any right that cannot lawfully be waived. Either Party may file a small claims court action for any matter within that court's jurisdiction.
Note: The federal Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (codified at 9 U.S.C. Section 402) lets the person alleging sexual assault or sexual harassment choose court instead of arbitration. The court - not the arbitrator - decides whether the carve-out applies. The carve-out above implements that requirement. Class action waivers are generally enforceable under the Federal Arbitration Act, but California PAGA representative-action waivers face additional limits.
Option B (Court litigation): Any action arising out of or relating to this Agreement or your employment will be brought only in the courts identified in Section 18 (Governing Law and Venue). Each Party waives, to the maximum extent permitted by law, any right to a jury trial. Either Party may seek temporary or preliminary injunctive relief in those courts without waiving any other right. Either Party may file a small claims court action for any matter within that court's jurisdiction.
18. GOVERNING LAW AND VENUE
Note: Use the option matching the Employee's primary work state. Out-of-state choice-of-law and forum clauses can be void in California (Labor Code Section 925), and Colorado restricts forum and choice of law for restrictive covenants of Colorado-based employees. Choosing law and forum where the Employee actually works is the safest default.
Note: Use either Option A, Option B, Option C, or Option D.
Option A (California): This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws rules. Any action that is not arbitrated will be brought only in the state or federal courts located in [california venue county], California, and each Party consents to the personal jurisdiction and venue of those courts.
Option B (Washington): This Agreement is governed by the laws of the State of Washington, without regard to conflict-of-laws rules. Any action that is not arbitrated will be brought only in the state or federal courts located in [washington venue county], Washington, and each Party consents to the personal jurisdiction and venue of those courts.
Option C (Massachusetts): This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-laws rules. Any action that is not arbitrated will be brought only in the state or federal courts located in [massachusetts venue county], Massachusetts, and each Party consents to the personal jurisdiction and venue of those courts.
Option D (All other states): This Agreement is governed by the laws of the State of [governing law state], without regard to conflict-of-laws rules. Any action that is not arbitrated will be brought only in the state or federal courts located in [venue county], [governing law state], and each Party consents to the personal jurisdiction and venue of those courts.
19. ELECTRONIC SIGNATURES AND COUNTERPARTS
19.1 This Agreement may be signed electronically and in counterparts; each counterpart is an original and together they form one document. Electronic signatures and electronic delivery are legally binding to the same extent as wet signatures.
20. NOTICES
20.1 Notices under this Agreement must be in writing and delivered to the address or email shown for that Party in Exhibit A or in the signature block, or to any updated address or email a Party gives the other Party in writing. Email notice is effective when sent if not bounced; mailed notice is effective on confirmed delivery.
21. ENTIRE AGREEMENT, AMENDMENTS, ASSIGNMENT, AND SEVERABILITY
21.1 Entire agreement. This Agreement, together with the documents it incorporates by reference, is the entire agreement between the Parties about your employment terms, and supersedes any prior written or oral statements about those terms. Side promises and informal commitments not reflected in this Agreement or its incorporated documents are not binding.
21.2 Amendments. Any amendment must be in writing and signed by you and an authorized officer of the Company. Email exchanges, oral statements, and updates to the employee handbook are not amendments to this Agreement.
21.3 Assignment. The Company may assign this Agreement to a successor in connection with a merger, sale of substantially all of its assets, or similar transaction. You may not assign this Agreement.
21.4 Severability. If a court or arbitrator finds any part of this Agreement unenforceable, that part will be modified only to the minimum extent necessary to make it enforceable while preserving its intent, and the rest of the Agreement will remain in effect. If a part cannot lawfully be modified, it will be severed and the remainder will continue in effect.
21.5 No waiver. A failure or delay by either Party to enforce any right is not a waiver of that right. A waiver must be in writing and signed by the Party giving it.
21.6 Tax matters. All payments under this Agreement are subject to required tax withholdings and other lawful deductions. The Company does not provide tax advice; you are responsible for the tax consequences of your compensation, including any equity grants.
SIGNATURES
Note: Each Party signs below. Electronic signatures are valid under the federal E-SIGN Act and the Uniform Electronic Transactions Act adopted by 49 states and the District of Columbia.
THE COMPANY
Signature:
Printed Name:
Title:
Date:
Address: [address of the company]
Email: [notice email of the company]
THE EMPLOYEE
Signature:
Printed Name:
Title:
Date:
Address: [address of the employee]
Email: [notice email of the employee]
EXHIBIT A - KEY COMMERCIAL TERMS
Note: Complete this Exhibit before execution. In case of conflict between Exhibit A and the Standard Terms, Exhibit A prevails for the deal-specific values.
Company Legal Name: [company legal name]
State of Incorporation: [state of incorporation]
Entity Type: [entity type (corporation/llc)]
Company Principal Office Address: [company principal office address]
Notice Address of the Company: [address of the company]
Notice Email of the Company: [notice email of the company]
Employee Full Legal Name: [employee full legal name]
Employee Home Address: [employee home address]
Notice Address of the Employee: [address of the employee]
Notice Email of the Employee: [notice email of the employee]
Effective Date: [effective date]
Start Date: [start date]
Job Title: [job title]
Manager Name and Title: [manager name and title]
Primary Work Location: [primary work location (office address or remote state)]
Wage and Hour Classification: [exempt or non-exempt]
Regular Schedule: [regular schedule (e.g. monday to friday, 9am to 6pm)]
Base Pay: [annual salary or hourly rate]
Variable Pay: [variable pay description (bonus, commission, or none)]
Equity: [equity type and amount (or n/a)]
Sign-On Bonus and Schedule: [sign-on bonus and payment schedule (or n/a)]
Sign-On Repayment Period (months): [sign-on repayment period (months)]
Sign-On Repayment Basis: [all-or-pro-rata basis]
Expense Submission Period (days): [expense submission period (days)]
Confidentiality Survival Period (years): [confidentiality survival period (years)]
Customer Non-Solicit Duration (months): [customer non-solicit duration (months)]
Employee Non-Solicit Duration (months): [employee non-solicit duration (months)]
Non-Compete Option Selected (A/B/C/D or None): [non-compete option selected]
Massachusetts Non-Compete Period: [massachusetts non-compete period (max 12 months)]
Massachusetts Non-Compete Scope and Geography: [massachusetts non-compete scope and geography]
Massachusetts Alternative Consideration (if not garden leave): [massachusetts alternative consideration]
Threshold-State Non-Compete Period: [threshold-state non-compete period (months)]
Threshold-State Non-Compete Scope: [threshold-state non-compete scope (product or service line)]
Threshold-State Non-Compete Geography: [threshold-state non-compete geography]
Reasonableness-State Non-Compete Period: [reasonableness-state non-compete period (months)]
Reasonableness-State Non-Compete Geography: [reasonableness-state non-compete geography]
State IP Carve-out Option Selected (A or B): [state ip carve-out option selected (a or b)]
Dispute Resolution Option (Arbitration or Court): [dispute resolution option (arbitration or court)]
Arbitration Provider Rules: [arbitration provider rules (e.g. aaa employment rules or jams employment rules)]
Arbitration Seat: [arbitration seat (city and state)]
Governing Law Option Selected (A/B/C/D): [governing law option selected]
Governing Law State (Option D only): [governing law state]
Venue County (Option D): [venue county]
California Venue County (Option A): [california venue county]
Washington Venue County (Option B): [washington venue county]
Massachusetts Venue County (Option C): [massachusetts venue county]
EXHIBIT B - NOTICE TO EMPLOYEE PURSUANT TO CALIFORNIA LABOR CODE SECTION 2872
Note: Attach this Exhibit only if the Employee primarily works in California and Option A in Section 10.4 has been selected. The notice is required by California Labor Code Section 2872 and must be given at the time the agreement is made.
THIS IS TO NOTIFY you that, in accordance with California Labor Code Section 2872, your Employment Agreement requiring you to assign certain inventions to your employer does not require assignment of an invention that you developed entirely on your own time without using your employer's equipment, supplies, facilities, or trade secret information, except for an invention that either (1) relates at the time of conception or reduction to practice to your employer's business, or actual or demonstrably anticipated research or development of your employer; or (2) results from any work you performed for your employer.
By signing the Employment Agreement, you acknowledge receipt of this notice.
EXHIBIT C - PRIOR INVENTIONS
Note: List below any inventions, works of authorship, or other intellectual property you owned before joining the Company that you wish to exclude from the assignment in Section 10.1. If there are none, write "None". Do not include any item that incorporates a third party's confidential information or trade secrets.
Title or Description of Prior Invention: [prior invention description]
Date of Creation: [prior invention date of creation]
Owner / Co-owner Names: [prior invention owner names]
Notes (e.g., licensed to third party): [prior invention notes]
About this template
What is this template?
Employment Agreement (US) by Open Contract Standards is a free, ready-to-use Commercial law template you can open, customize, and download on GitLaw. It gives you a professionally structured starting point, so you never have to draft from a blank page. The wording is plain and modern, organized into clear sections that are easy to read, edit, and adapt to your own situation before you share or sign it.
When should you use it?
Reach for this Commercial law template whenever you need a reliable agreement quickly and want to be sure the essentials are covered. It suits individuals, freelancers, startups, and established businesses alike. Instead of paying for a document drafted from scratch, you can start here, tailor the details to your arrangement, and have a polished draft ready in minutes. This version is drafted with United States of America, California (US), Delaware (US), Illinois (US), North Carolina (US), Washington (US), Massachusetts (US), and New York (US) in mind, though you should always review the final wording against the laws that apply to you.
What's typically included?
A well-drafted Commercial law usually sets out the parties involved, the scope of the agreement, and each side's rights and responsibilities. Expect sections covering key terms and definitions, how long the agreement lasts, how it can be ended, and what happens if something goes wrong. This template brings those building blocks together in a sensible order, so you can focus on the specifics rather than worrying about what to include. Open it to read the full document, then sign up to edit, negotiate, and e-sign it directly in GitLaw.