Employment Contract Form
Author: Beth C. Rogers, Law Offices of Beth C. Rogers, LLC
When to Use This Form
For many employers, an employment contract is not necessary for every employee. Most employers typically only require high-level professional employees to sign a written employment contract. However, certain industries require all employees to enter into employment contracts.
Employment Contract Form
Employment Contract/Agreement Between
[Enter Employee Name]
[Enter Employer Name]
This Employment Contract is made and entered into this [Enter Day] day of [Enter Month], 20[Enter Year], by and between [Enter Employer Name] ("Employer" or "Company"), and [Enter Employee Name] ("Employee"). This contract incorporates and replaces all prior negotiations, agreements, contracts and/or amendments thereto.
WHEREAS the Employer and the Employee wish to enter into an employment contract governing the terms and conditions of employment;
THIS AGREEMENT is made in consideration of the premises and mutual covenants and agreements hereinafter contained, and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by the Employer and the Employee), the Employer and the Employee hereby agree as follows:
- Duties of Employee
- Sick Leave
- Medical and Dental Insurance
- Life Insurance
- Pension and Profit Sharing Plans
- Expense Reimbursement
This employment contract may be terminated by:
- Mutual agreement of the parties.
- Termination by Employer-Discharge for cause. In the event Employee commits a material breach of the obligations and duties of Employee under this Agreement or commits any acts of conduct violation, such conduct shall be considered cause for immediate dismissal. Employer may terminate this Agreement, during its term, only for "cause," which for purposes herein shall mean Employee's (i) material and continuing failure to perform his or her essential duties hereunder; or (ii) dishonesty; or (iii) gross misconduct or gross dereliction of duty; or (iv) fraud, misrepresentation or other acts of moral turpitude or criminal conduct; or (v) a material breach of any term of this Agreement.
- Termination by Employee. Employee may terminate this agreement upon any material breach by Employer which is not cured within [__] days of written notice by Employee. For purposes of this agreement, a material breach is a breach of any provision in this agreement, and especially paragraphs 2, 7, 8 and 9.
- Death of Employee.
- Nonsolicitation Covenant.
Employee agrees that during his or her employment with the Employer and for a period of [__] year(s) after his or her employment is terminated by the Employer or by the Employee for any reason, with or without cause:
- Nonsolicitation of Customers. Employee will not, directly or indirectly, solicit any business relationship with regard to [Enter Employer Name]'s services from any person who was a customer of the Employer at the time of the Employee's termination of employment or within one year prior thereto and for whom the Employee rendered services or with whom the Employee became acquainted with as a result of the Employee's duties with the Employer.
- Nonsolicitation of Employees. Employee will not, directly or indirectly, hire, recruit or solicit any other employee, agent or other representative of the Employer, or otherwise induce such employee to leave the employment of Employer, to become an employee of or otherwise be associated with him or her or any company or business with which the Employee is or may become associated.
- Confidentiality Agreement
- Notice of Immunity under the Defend Trade Secrets Act
- Is made:
- In confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and
- Solely for the purpose of reporting or investigating a suspected violation of law; or
- Is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
- Files any document containing the trade secret under seal; and
- Does not disclose the trade secret, except pursuant to court order.
- Noncompete Covenant
- Section 7 Rights
- Restrictions Are Reasonable
- Payment of Fees and Expenses in the Event of Breach
- Severable Provisions
- Entire Agreement
- Jurisdiction and Venue
The Employer hereby agrees to employ the Employee as its [Enter Title] and the Employee hereby accepts such employment in accordance with the terms of this Agreement and the terms of employment applicable to all employees of the Employer.
The employment of the Employee shall commence on [Enter Date] and it shall continue in effect until [Enter Date]. [Thereafter, the agreement shall be renewed only by a new mutual agreement between the Employer and the Employee.]
The duties of the Employee shall include the performance of all of the duties typical of the position held by Employee and such other duties and projects as may be assigned to Employee, if any. Employee shall devote his or her entire productive time, ability and attention to the business of the Employer and shall perform all duties in a professional, ethical and business-like manner. Employee will not, during the term of this Agreement, directly or indirectly engage in any other business, either as an employee, employer, consultant, principal, officer, director, advisor, or in any other capacity, either with or without compensation, without prior written consent of the Employer. [Employee shall maintain all appropriate professional licenses, including [__]].In addition to the duties described herein, Employee is also authorized and directed to do the following: [list any other specific duties and authorizations].
Employee will be paid compensation during this Agreement as follows: A base salary of [$$] per year, payable in [weekly/bi-weekly/monthly] installments. [List bonus or incentive salary, if applicable].
[For each of the above, list details of benefit, such as entitlement to participate and number of days, if applicable.]
The above benefits may be amended from time to time and without notice.
Employee hereby acknowledges that the Employer has made, or may make, available to Employee the Employer's Confidential information, including but not limited to: [List materials related to operation of Employer that are not generally known to the public, such as computer processes, computer programs and codes, customer lists, customer preferences, financial records, marketing strategies, business plans, pending projects and proposals, proprietary operational processes, research and development strategies, new products or product research, sales information, employee medical records, technological data, technological prototypes, supplier and vendor lists, acquisition and divestment deals; proprietary information such as trade secrets as defined under federal and [state] law, patents and copyrighted materials; and any other information provided by the Employer that is not generally known to the public] (collectively, "Confidential Information"). Further, Employee's position may require Employee to have access to employee-specific information and should not disclose such information for any reason, except as required to complete the Employee's job duties. Employee-specific information includes the following: Social Security Numbers, medical records, background criminal check and drug test results. The Confidential Information may be conveyed to the Employee in electronic, written, verbal, graphic, photographic, recorded, or other tangible form.
Employee acknowledges that this information has independent economic value, actual or potential, that is not generally known to the public or to others who could obtain economic value from their disclosure or use, and that this information is subject to the Employer maintaining its secrecy and confidentiality.
The Employee expressly agrees not to disclose or use at any time, either during or after his or her employment with [Enter Employer Name], any of the Employer's confidential information provided to the Employee under its employ or of which the Employee becomes aware of in connection with his or her employment, except as specifically authorized by the owner of the Employer in writing. Employee agrees to hold all confidential information, data and materials secret and not to use or divulge the same or any part thereof, directly or indirectly, to anyone. Employee agrees not to disclose any confidential information, purposefully or inadvertently through casual conversation, to any unauthorized person inside or outside the Employer.
Employee further agrees not to remove any "confidential information" from [Enter Employer Name]'s premises without prior permission from the president/owner of [Enter Employer Name].
Employee further agrees that immediately upon request from Employer, Employee shall return to Employer all Confidential Material or proprietary property or documents.
This section does not prohibit communications protected by applicable [state] and [federal] laws, including Section 7 of the National Labor Relations Act (NLRA), which allows Employee to discuss his or her terms and conditions of employment, including wages, hours, benefits and working conditions. Further, nothing in this Agreement prohibits Employee from reporting possible violations of federal law or regulation to any governmental agency or entity, including, but not limited to the Department of Justice, the Securities and Exchange Commission, or any other appropriate government agency, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. Employee does not need the prior authorization of the Law Department to make any such reports or disclosures and Employee is not required to notify Employer that Employee has made such reports or disclosures.
Employee acknowledges and agrees that the Employer has provided Employee with written notice below that the Defend Trade Secrets Act (DTSA), provides an immunity from liability for the confidential disclosure of a trade secret to the government or in a court filing.
Immunity. An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that:
Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual:
[Alternative immunity language: Under the DTSA, Employer hereby gives notice to Employee that Employee has immunity for the disclosure of a trade secret when reporting a suspected violation of law and/or in an anti-retaliation lawsuit. Employee will not be held criminally or civilly liable under federal or state trade secret law for the disclosure of a trade secret that is made: (i) 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) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, if Employee files a retaliation lawsuit against Employer for reporting a suspected violation of law, Employee may disclose the trade secret to his or her attorney and use the trade secret information in the court proceeding, if (i) Employee files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.]
[Optional: Employee acknowledges and agrees that the Employer has provided Employee with written notice that the Defend Trade Secrets Act, provides an immunity from liability for the confidential disclosure of a trade secret to the government or in a court filing in its [Name of Reporting Policy] for a suspected violation of law, which has been provided to Employee].
Employee agrees that during his or her employment with the Employer and for a period of [__]year(s) after his or her employment is terminated by the Employer or by the Employee for any reason, with or without cause, Employee will not, within [__] miles of [__], directly or indirectly engage in or own or control any interest in (except as a passive investor in publicly held companies and except for investments held at the date hereof) or act as an officer, director, or employee of or consultant or adviser to, any firm, corporation, or institution directly or indirectly in competition with or engaged in a business substantially similar to that of [Enter Employer Name], including any services that the Employer is engaging in, or is developing, at the time Employee's employment terminates.
Nothing in this Agreement is intended to interfere with Employee's Section 7 rights under the NLRA.
The Employee acknowledges that the restrictions imposed by this Agreement are fully understood and will not preclude the Employee from becoming gainfully employed following a termination of his or her employment with the Employer. The Employer and the Employee recognize that the foregoing restrictive covenants in paragraphs 7, 8 and 9 above, are reasonable and are properly required for the adequate protection of the business of the Employer.
The Employee shall reimburse the Employer for all costs, expenses or damages that it incurs as a result of any violation by the Employee of any provision of this Agreement. This obligation shall include court costs, litigation expenses and reasonable attorneys' fees.
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute a single integrated document.
The provisions of this Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provisions to the extent enforceable shall nevertheless be binding and enforceable.
This Agreement may be modified only by a contract in writing executed by the party to this Agreement against whom enforcement of such modification is sought.
This Agreement contains the entire agreement between the parties with respect to the subject matter of the Agreement, is intended as a final expression of such parties' agreement with respect to such terms as are included in this Agreement, and supersedes all negotiations, stipulations, understanding, agreements, representations and warranties, if any, with respect to such subject matter, which precede or accompany the execution of this Agreement.
This Agreement is to be construed pursuant to any applicable federal laws and laws of the State/Commonwealth of [__]. Jurisdiction and venue for any claim arising out of this Agreement shall be made in [__].
Employee represents that he or she has carefully read and fully understands all the provisions of this Agreement, that he or she is entering into this Agreement voluntarily, and that he or she has had the opportunity to consult with his or her attorney before executing it.
Print Name: _______________
Print Name: _______________
The specific terms or articles required in an employment contract vary by state and by type of employment.
The restrictive covenants contained herein (nondisclosure, nonsolicitation and noncompete provisions) can also be executed as separate and individual agreements to be signed by new hires in conjunction with the employment contract. Either way, these restrictions must be carefully drafted in order to be enforceable. Only reasonable restrictions will be enforceable.
In addition, an employer should be careful about infringing upon an employee's rights under Section 7 of the NLRA to engage in protected concerted activity and to discuss wages, hours and working conditions with fellow employees and nonemployees, such as union representatives. The National Labor Relations Board (NLRB) Office of the General Counsel released a report on March 18, 2015 providing guidance to union and non-union employers on workplace rules and employee handbooks. A work rule requiring confidentiality may be found unlawful if it specifically prohibits the disclosure of employee information regarding the terms and conditions of employment, such as wages, hours, benefits and working conditions.
An employer must ensure that any trade secret confidentiality contract or agreement entered into or updated after May 11, 2016, include the Defend Trade Secrets Act (DTSA) whistleblower immunity notification. An employer is considered to be in compliance with the notice requirement if it provides a cross-reference to a policy document provided to the employee that sets forth the employer's reporting policy for a suspected violation of law. It is unclear whether an employer needs to include the exact language from the statute or is able to tailor the language to a specific agreement or policy. If an employer fails to provide notice it may not be awarded exemplary (punitive) damages or attorney fees in an action against an employee to whom notice was not provided. The DTSA defines employee to include any individual performing work as a contractor or consultant for an employer.