AT-WILL EMPLOYMENT AGREEMENT

(Illinois – Comprehensive Template)

[// GUIDANCE: Bracketed items are placeholders for user customization. Delete guidance comments before final execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block

1. DOCUMENT HEADER

1.1 Parties
This At-Will Employment Agreement (“Agreement”) is entered into effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between [EMPLOYER LEGAL NAME], an Illinois [corporation/LLC], with its principal place of business at [ADDRESS] (“Employer”), and [EMPLOYEE LEGAL NAME], an individual residing at [ADDRESS] (“Employee”) (each, a “Party,” and together, the “Parties”).

1.2 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 herein.
C. The Parties acknowledge the sufficiency of mutual promises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged.

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Terms defined in the singular include the plural and vice-versa.

“Base Salary” – annualized gross compensation stated in Section 3.3(a), subject to required withholdings.

“Cause” – (i) material breach of this Agreement; (ii) willful misconduct, fraud, or gross negligence in the performance of duties; (iii) conviction of, or plea of nolo contendere to, any felony or crime involving moral turpitude; (iv) material violation of Employer policy after written notice and reasonable opportunity to cure; or (v) any other act or omission constituting cause under applicable law.

“Confidential Information” – all non-public information relating to Employer’s business, including trade secrets, customer data, technical know-how, strategies, and financial information, whether or not marked confidential, and regardless of form.

“Illinois Freedom to Work Act” – 820 ILCS 90/1 et seq., as amended (“IFWA”).

“Notice Period” – the advance notice, if any, a Party must give under Section 3.2(b) before terminating employment without Cause.

“Restricted Period” – the duration of any post-employment restrictive covenant, specified in Section 5.3(a).

[// GUIDANCE: Add additional definitions as needed; maintain alphabetical order.]

3. OPERATIVE PROVISIONS

3.1 Position & Duties

(a) Title: [POSITION TITLE]; reporting to [TITLE OF SUPERVISOR].
(b) Duties: Employee shall faithfully perform the duties customarily associated with the Position and such additional duties as Employer may reasonably assign, consistent with Employer’s lawful business needs.
(c) Standard of Performance: Employee shall devote full working time, best efforts, and professional skill to Employer’s business and shall comply with all lawful policies.

3.2 At-Will Nature; Term & Termination

(a) At-Will Employment – Employment is “at-will” and may be terminated by either Party at any time, with or without Cause, notice, or reason, subject only to (i) the exceptions expressly set forth in Illinois common law and statutory public policy, and (ii) the obligations in this Agreement. Nothing herein creates a contract of employment for any definite term.
(b) Notice Requirements – Notwithstanding subsection (a), the terminating Party shall, where practicable, provide [INSERT NUMBER – e.g., “two (2)”] weeks’ written notice (“Notice Period”) before the termination date; provided, that Employer may elect to pay Base Salary in lieu of all or part of the Notice Period.
(c) Final Compensation – Employer will pay all earned but unpaid wages, accrued vacation (if any), and reimbursable business expenses through the termination date in accordance with the Illinois Wage Payment and Collection Act, 820 ILCS 115/1 et seq.

3.3 Compensation & Benefits

(a) Base Salary – $[AMOUNT] per annum, payable in accordance with Employer’s normal payroll schedule.
(b) Incentive Compensation – Employee may be eligible for discretionary bonuses pursuant to Employer’s bonus plan, as amended from time to time.
(c) Benefits – Employee shall be eligible to participate in Employer’s employee benefit plans on the same basis as similarly situated employees, subject to plan terms.
(d) Withholdings – Employer shall withhold all required federal, state, and local taxes and any authorized deductions.

3.4 Business Expenses

Employer shall reimburse Employee for reasonable, properly documented business expenses incurred in good faith in the performance of duties, in accordance with Employer’s expense policy and the Illinois Wage Payment and Collection Act.

3.5 Conditions Precedent

Employment is conditioned upon (a) satisfactory completion of background and reference checks, (b) execution of Employer’s standard confidentiality acknowledgement, and (c) Employee’s ongoing eligibility to work in the United States.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations

Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement and that doing so does not violate any other agreement to which it is a party.

4.2 Employee Representations

Employee further represents, warrants, and covenants that:
(a) Employee is not bound by any non-competition, non-solicitation, confidentiality, or similar agreement that would conflict with Employee’s duties hereunder;
(b) Employee will not use or disclose any confidential or proprietary information of a prior employer or third party in performing duties for Employer; and
(c) Employee has disclosed to Employer any pending charges or litigation that could reasonably affect Employer’s interests.

Survival: The representations and warranties in this Section 4 shall survive termination of this Agreement.

5. COVENANTS & RESTRICTIONS

5.1 Confidentiality

Employee shall maintain the confidentiality of Confidential Information during and after employment, except as required by law or with Employer’s prior written consent. Upon termination, Employee shall promptly return (or, at Employer’s direction, securely destroy) all Confidential Information in Employee’s possession.

5.2 Intellectual Property

All works of authorship, inventions, discoveries, and other intellectual property conceived or developed by Employee, alone or jointly, within the scope of employment or using Employer resources (“Work Product”) shall be Employer’s sole property to the maximum extent permitted by 765 ILCS 106/2. Employee hereby assigns all right, title, and interest in such Work Product to Employer and agrees to execute further documents as necessary to perfect such rights.

5.3 Restrictive Covenants (Non-Compete, Non-Solicit)

(a) Non-Compete – For the Restricted Period of [DURATION – e.g., “12 months”] following termination, Employee shall not, within [GEOGRAPHIC SCOPE], engage in any business that is substantially similar to Employer’s [BUSINESS DESCRIPTION] (“Competitive Business”), whether as owner, employee, consultant, or otherwise.
(b) Non-Solicitation – For the Restricted Period, Employee shall not (i) solicit or induce any employee of Employer to terminate employment, or (ii) solicit business from any customer with whom Employee had material contact during the 12 months preceding termination for the purpose of providing substantially similar products or services.
(c) Illinois Compliance – The Parties acknowledge and intend that any restrictive covenant herein (i) complies with the income thresholds, notice, and adequacy-of-consideration requirements of the IFWA, including the fourteen-day review period and the advisement to consult counsel; and (ii) is narrowly tailored to protect Employer’s legitimate business interests, consistent with the Illinois public policy favoring employees’ mobility and lawful competition.
(d) Legality; Blue-Penciling – If any portion of this Section 5.3 is found overbroad or unenforceable, a court may modify the covenant to the minimum extent necessary to render it enforceable under Illinois law.

[// GUIDANCE: IFWA currently prohibits non-compete agreements for employees earning below $75,000 (2022 threshold, subject to future CPI increases). Confirm the employee’s compensation level before including or enforcing Section 5.3(a).]

6. DEFAULT & REMEDIES

6.1 Events of Default

(a) Employee Default – Any breach of Sections 3.1(c), 4, or 5, or the commission of Cause.
(b) Employer Default – Failure to pay undisputed wages within 10 days of written notice or material breach of Sections 3.3 or 7.

6.2 Notice & Cure

The non-defaulting Party shall provide written notice specifying the default. The defaulting Party shall have:
(i) five (5) business days to cure a monetary default; or
(ii) fifteen (15) calendar days to cure a non-monetary default, if curable.

6.3 Graduated Remedies

(a) If Employee defaults, Employer may:
 (i) terminate employment for Cause immediately;
 (ii) seek injunctive relief as limited in Section 8.4;
 (iii) recover actual damages not exceeding the Liability Cap in Section 7.3.
(b) If Employer defaults, Employee may resign for Good Reason (deemed termination by Employer without Cause) and pursue statutory remedies.

6.4 Attorneys’ Fees

The prevailing Party in any action to enforce this Agreement shall be entitled to reasonable attorneys’ fees and costs, except as otherwise limited by 820 ILCS 115/11 where applicable.

7. RISK ALLOCATION

7.1 Indemnification by Employee

Employee shall indemnify, defend, and hold Employer and its affiliates harmless from and against any and all claims, losses, and liabilities arising out of (a) Employee’s gross negligence or willful misconduct, or (b) Employee’s material breach of this Agreement, except to the extent caused by Employer’s sole negligence.

7.2 Indemnification by Employer

Employer shall indemnify Employee to the extent required by its bylaws and applicable Illinois law for acts performed within the scope of employment, excluding acts involving gross negligence, willful misconduct, or violations of law.

7.3 Limitation of Liability

Except for (i) indemnification obligations under Section 7.1, (ii) liability for unpaid wages, and (iii) liability that cannot be limited under applicable law, each Party’s aggregate liability arising from or related to this Agreement shall not exceed an amount equal to Employee’s total Base Salary and Employer-provided benefits for the twelve-month period preceding the event giving rise to liability (“Liability Cap”).

7.4 Insurance

Employer shall maintain workers’ compensation, unemployment insurance, and any other coverage required by Illinois law. Employee is encouraged—but not required—to maintain personal liability coverage for professional services rendered outside the scope of employment.

7.5 Force Majeure

Neither Party shall be liable for delays or failures in performance (other than payment obligations) due to acts of God, governmental action, labor disputes, pandemics, or other causes beyond its reasonable control, provided the affected Party gives prompt written notice and resumes performance as soon as practicable.

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 Illinois, without regard to its conflict-of-laws principles.

8.2 Forum Selection

Subject to Section 8.3, the Parties irrevocably submit to the exclusive jurisdiction of the state courts located in [COUNTY], Illinois for any action arising out of or relating to this Agreement.

8.3 Optional Arbitration

Either Party may elect, by written notice, to submit any dispute (other than claims for injunctive relief under Section 8.4 or claims under the Illinois wage statutes) to binding arbitration before the American Arbitration Association (AAA) in accordance with its Employment Arbitration Rules. The arbitration shall take place in [CITY], Illinois, and judgment on the award may be entered in any court of competent jurisdiction.

8.4 Limited Injunctive Relief

Notwithstanding Sections 6.3 and 8.3, either Party may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction solely to enforce confidentiality or restrictive covenant obligations, provided that such relief is limited to the minimum necessary to protect legitimate interests and consistent with Illinois statutory policy.

8.5 Jury Trial Waiver

To the extent permitted by law, the Parties knowingly and voluntarily waive any right to a jury trial for disputes arising out of this Agreement; however, if either Party has opted for arbitration under Section 8.3, this waiver shall not apply.

9. GENERAL PROVISIONS

9.1 Amendment & Waiver

No amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by both Parties. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

9.2 Assignment & Delegation

Employee may not assign any rights or delegate any duties under this Agreement. Employer may assign this Agreement to (i) a successor in interest by merger, consolidation, or asset purchase, or (ii) an affiliate, provided the assignee assumes all obligations herein.

9.3 Successors & Assigns

Subject to Section 9.2, this Agreement shall inure to the benefit of and be binding upon the Parties and their respective heirs, legal representatives, successors, and permitted assigns.

9.4 Severability & Reformation

If any provision of this Agreement is determined unenforceable, the remaining provisions shall remain in full force. The Parties authorize a court to modify overbroad provisions to the minimum extent necessary for enforceability.

9.5 Integration

This Agreement, together with any exhibits and schedules, constitutes the entire agreement between the Parties concerning the subject matter and supersedes all prior oral or written understandings.

9.6 Counterparts; Electronic Signatures

This Agreement may be executed in one or more counterparts (including PDF and electronic signatures), each of which shall be deemed an original and all of which together constitute one instrument.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this At-Will Employment Agreement as of the Effective Date.

[// GUIDANCE: Illinois does not generally require notarization or witness signatures for employment agreements. Obtain notarization only if needed for specific restrictive covenants.]

EXHIBIT A – NOTICE OF NON-COMPETE & RIGHT TO CONSULT COUNSEL
Pursuant to 820 ILCS 90/20(a), Employee is hereby advised of the following:
1. Employee may consult with an attorney before signing the Agreement.
2. Employee has at least fourteen (14) calendar days to review the Agreement before signing, though Employee may voluntarily elect to sign earlier.

Employee’s signature below acknowledges receipt of this Notice.

Employee Initials & Date

[End of Document]