AT-WILL EMPLOYMENT AGREEMENT

(State of Iowa)

[// GUIDANCE: This template is drafted to comply with Iowa law as of the date below, but must be reviewed and customized by counsel before use. Replace all bracketed items and revise any clause that does not fit your transaction.]

TABLE OF CONTENTS

1. Definitions
2. Employment; Duties; Work Location
3. Compensation and Benefits
4. Term; Termination; Post-Termination Obligations
5. Representations and Warranties
6. Covenants and Restrictions
7. Risk Allocation; Indemnification; Limitation of Liability
8. Dispute Resolution
9. General Provisions
10. Execution Block

THIS AT-WILL EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

[EMPLOYER LEGAL NAME], an [Iowa/State of Formation] [corporation/limited liability company/etc.] with its principal place of business at [ADDRESS] (“Employer”), and

[EMPLOYEE NAME], residing at [ADDRESS] (“Employee”).

Employer and Employee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

A. Employer desires to employ Employee in an at-will capacity under the terms and conditions set forth herein.
B. Employee desires to accept such employment on the terms and conditions set forth herein.
C. The Parties acknowledge that, under Iowa law, employment is presumed at-will, subject to limited statutory and common-law exceptions (including but not limited to public-policy exceptions, retaliatory-discharge protections, and implied-contract doctrines).

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in a particular Section shall have the meanings assigned to them in this Section 1.

“Base Salary” means the annualized salary set forth in Section 3.1, as may be adjusted in Employer’s sole discretion.

“Cause” means (a) gross misconduct; (b) material breach of this Agreement or any written Employer policy; (c) dishonesty, fraud, or misappropriation; (d) conviction of, or plea of guilty or nolo contendere to, a felony or crime involving moral turpitude; or (e) willful failure or refusal to perform material duties after written notice and a 10-day cure period.

“Confidential Information” has the meaning assigned in Section 6.1(a).

“Effective Date” has the meaning set forth in the preamble.

“Good Reason” means, without Employee’s written consent, (a) material diminution of duties, authority, or responsibilities; (b) material reduction in Base Salary; or (c) relocation of primary work location by more than [X] miles, provided Employee gives written notice within 30 days and Employer fails to cure within 30 days.

“At-Will Employment” has the meaning set forth in Section 4.1.

[Add additional defined terms as needed, listed alphabetically.]

2. EMPLOYMENT; DUTIES; WORK LOCATION

2.1 Position. Employer hereby employs Employee as [TITLE] reporting to [TITLE OR COMMITTEE], and Employee accepts such employment.

2.2 Duties. Employee shall devote full working time and best efforts to the performance of duties customarily associated with the position and such other duties as Employer may assign, subject to Employer’s lawful policies.

2.3 Work Location; Remote Work. Employee’s primary work location shall be [ADDRESS/CITY, IA] or such other Iowa location as Employer may designate, subject to reasonable notice. Remote or hybrid work arrangements require written approval.

2.4 Compliance. Employee shall comply with all applicable federal, state, and local laws and regulations, including Iowa Wage Payment Collection Act (Iowa Code ch. 91A), and Employer’s lawful rules, policies, and procedures.

3. COMPENSATION AND BENEFITS

3.1 Base Salary. Employer shall pay Employee a Base Salary of $[AMOUNT] per year, payable in accordance with Employer’s normal payroll practices and subject to applicable withholdings.

3.2 Incentive Compensation. Employee shall be eligible to participate in Employer’s discretionary bonus or incentive plans, if any, in accordance with their terms, which may be amended or terminated at any time.

3.3 Benefits. Employee shall be eligible to participate in Employer’s benefit plans (health, retirement, etc.) on the same basis as similarly-situated employees, subject to plan terms.

3.4 Business Expenses. Employer shall reimburse reasonable and necessary business expenses in accordance with Employer’s reimbursement policy, provided Employee submits proper documentation within 30 days of incurrence.

3.5 Clawback. Amounts paid or payable are subject to any recoupment or clawback policy adopted by Employer or mandated by law.

4. TERM; TERMINATION; POST-TERMINATION OBLIGATIONS

4.1 At-Will Employment. Employment is “at-will,” meaning either Party may terminate the employment relationship at any time, with or without Cause, Good Reason, or notice, except as expressly provided in Section 4.2 and subject to Iowa’s public-policy and statutory exceptions.

4.2 Notice of Termination.
(a) Employer Termination Without Cause. Employer may terminate without Cause upon [NUMBER] calendar days’ written notice or pay in lieu thereof.
(b) Employee Resignation Without Good Reason. Employee may resign upon at least [NUMBER] calendar days’ written notice. Employer may waive all or part of such notice period and pay Base Salary in lieu thereof.
(c) Termination for Cause or Resignation for Good Reason. Termination is effective immediately upon written notice citing the applicable provision of the definition of Cause or Good Reason.
[// GUIDANCE: Iowa law does not mandate advance notice for at-will termination but parties may contract for a notice period.]

4.3 Final Pay. Employer shall pay all wages due under Iowa Code ch. 91A on or before the next regular payday or as otherwise required by law.

4.4 Post-Termination Obligations. Sections 5, 6, 7, 8, and 9 survive any termination of employment.

5. REPRESENTATIONS AND WARRANTIES

5.1 Employee Representations. Employee represents and warrants that:
(a) Employee is not subject to any agreement or restrictive covenant that would impede employment hereunder;
(b) Employee will not use or disclose any confidential information of any prior employer; and
(c) Employee has provided Employer with true, complete, and accurate information regarding credentials and authorization to work in the United States.

5.2 Employer Representations. Employer represents and warrants that it is duly organized, validly existing, and in good standing and has the power to enter into and perform this Agreement.

5.3 Survival. The representations and warranties in this Section survive the execution and delivery of this Agreement and any termination of employment.

6. COVENANTS AND RESTRICTIONS

6.1 Confidentiality.
(a) Definition. “Confidential Information” means all non-public information concerning Employer’s business, including trade secrets, that is disclosed to or learned by Employee during employment.
(b) Obligation. Employee shall protect and keep confidential all Confidential Information for so long as it remains confidential and shall not use it except for Employer’s benefit.
(c) Permitted Disclosure. Disclosure is permitted if (i) required by law or court order (notice to Employer required), or (ii) in confidence to legal or tax advisors.

6.2 Non-Competition.
(a) Scope. During employment and for [__] months thereafter, Employee shall not, within the State of Iowa or any other state in which Employee had material responsibility for Employer during the last 12 months of employment, engage in or assist any business that competes with Employer’s [DESCRIBE BUSINESS] services.
(b) Reasonableness. The Parties agree this restriction is reasonable to protect Employer’s legitimate business interests and is narrowly tailored as required under Iowa common-law precedent.
[// GUIDANCE: Iowa courts scrutinize duration, geography, and scope for reasonableness. Tailor to role and industry.]

6.3 Non-Solicitation. For [__] months post-termination, Employee shall not directly or indirectly solicit (a) any customer or prospective customer with whom Employee had material contact or (b) any employee or contractor of Employer to end or reduce its relationship with Employer.

6.4 Return of Property. Upon termination, Employee shall immediately return all Employer property, including documents and electronic files.

6.5 Injunctive Relief. Employee acknowledges that breach of this Section 6 would cause irreparable harm for which monetary damages are inadequate; therefore, Employer is entitled to seek limited injunctive relief to enforce Section 6, in addition to other remedies.

7. RISK ALLOCATION; INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Employee Indemnification. Employee shall indemnify and hold harmless Employer, its affiliates, and their respective directors, officers, and agents from and against any and all losses, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Employee’s gross negligence or willful misconduct, (b) material breach of this Agreement, or (c) violation of applicable law by Employee in the course of employment.

7.2 Employer Liability Cap. Employer’s aggregate liability to Employee arising out of or relating to this Agreement or employment (other than unpaid wages or benefits expressly due) shall not exceed the total Base Salary and benefits actually paid to Employee during the 12-month period immediately preceding the event giving rise to the claim.

7.3 Insurance. Employer may maintain employment practices liability insurance (EPLI) covering claims arising out of the employment relationship; such coverage does not expand Employer’s liability under this Agreement.

7.4 Force Majeure. Employer shall not be liable for any delay or failure to perform due to events beyond its reasonable control, including acts of God, pandemic, or governmental action, provided Employer uses reasonable efforts to resume performance.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to its conflict-of-laws rules.

8.2 Forum Selection. Subject to Section 8.3, the Parties agree to submit to the exclusive jurisdiction of the state courts located in [COUNTY], Iowa, and waive any objection to venue or forum non conveniens.

8.3 Arbitration (Optional).
[ARBITRATION OPTION A – INSERT if elected]
(a) Mandatory Arbitration. Any dispute arising out of or relating to this Agreement or employment shall be resolved by final and binding arbitration administered by [AAA/JAMS] in [CITY], Iowa, in accordance with its employment rules.
(b) Carve-Out. Employer may seek injunctive relief pursuant to Section 6.5 in any court of competent jurisdiction.
[ARBITRATION OPTION B – DELETE if Arbitration not elected.]
[// GUIDANCE: Include only one option. Iowa enforces mandatory arbitration agreements if procedurally and substantively fair.]

8.4 Jury Trial Waiver (Optional). Each Party irrevocably waives any right to a jury trial in any action arising out of or relating to this Agreement.
[// GUIDANCE: Delete this provision if jury waiver is not elected.]

8.5 Attorneys’ Fees. The prevailing Party in any action or proceeding to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

9. GENERAL PROVISIONS

9.1 Amendment and Waiver. No amendment or waiver of any provision shall be effective unless in writing signed by both Parties. A waiver of any breach shall not operate as a waiver of any other breach.

9.2 Assignment. Employee may not assign or delegate any rights or duties hereunder. Employer may assign this Agreement to any successor or affiliate. This Agreement inures to the benefit of and binds the Parties and their respective successors and permitted assigns.

9.3 Severability; Reformation. If any provision is held invalid or unenforceable, it shall be narrowly construed, modified, or severed to the extent necessary to render the Agreement enforceable, and the remaining provisions shall remain in full force.

9.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior or contemporaneous understandings, whether oral or written.

9.5 Notices. All notices shall be in writing and deemed given when (a) delivered personally, (b) sent by certified mail (return receipt requested), or (c) sent by nationally recognized overnight courier, to the addresses set forth above (or such other address as a Party may designate by notice).

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered by electronic means (e.g., PDF, DocuSign) are deemed effective.

9.7 Headings. Headings are inserted for convenience only and do not affect interpretation.

9.8 Construction. The Parties acknowledge that each has had the opportunity to review this Agreement with counsel and that no provision shall be construed against either Party as drafter.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[EMPLOYER LEGAL NAME]

By: ______
Name: [PRINT NAME]
Title: [PRINT TITLE]
Date: _________

[EMPLOYEE NAME]

Signature: _____
Date: _________
[// GUIDANCE: Notarization is generally not required for Iowa employment agreements but may be added if preferred. If witnesses are customary for your organization, add witness lines here.]

END OF DOCUMENT

[// GUIDANCE: After finalizing, ensure internal cross-references match, confirm all optional clauses are either included or removed, and review local regulatory updates before issuing to client.]