Employment Contract - At-Will

AT-WILL EMPLOYMENT AGREEMENT

(Illinois – Comprehensive Template)

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).

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, except as limited by this Agreement, another controlling commitment, or applicable law. Employer should coordinate this clause with any handbook or policy that could create inconsistent contractual terms.
(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) All information Employee provided during the hiring process is true and complete in all material respects.

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.

Nothing in this Agreement restricts protected labor activity, wage discussion, an agency charge, a government report, testimony, or another disclosure protected by law. Under 18 U.S.C. § 1833(b), an individual is not criminally or civilly liable under federal or state trade-secret law for a trade-secret disclosure made in confidence to a government official or attorney solely to report or investigate a suspected legal violation, or made in a court filing under seal. A retaliation plaintiff may use trade-secret information as permitted by § 1833(b)(2).

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 1060/2. 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.

Employee Patent Act Notice. Under 765 ILCS 1060/2, this assignment does not apply to an invention for which no Employer equipment, supplies, facilities, or trade-secret information was used and which was developed entirely on Employee’s own time, unless the invention (i) relates to Employer’s business or actual or demonstrably anticipated research or development, or (ii) results from work performed by Employee for Employer. This written notification is provided when the assignment agreement is made as required by § 1060/2(3).

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

(a) Eligibility Gate. Do not impose a post-employment non-compete unless Employee's actual or expected annualized earnings exceed $75,000, or a non-solicit unless earnings exceed $45,000. Those thresholds increase on January 1, 2027. The covenant must also satisfy every exclusion and restriction in 820 ILCS 90/10, including the collective-bargaining, construction-worker, layoff, and licensed-mental-health-professional provisions currently in force.
(b) Non-Compete [Optional]. If eligible, for [DURATION] after termination and within [GEOGRAPHIC AREA TIED TO ACTUAL DUTIES OR RELATIONSHIPS], Employee shall not perform [SPECIFY COMPETITIVE ACTIVITIES ACTUALLY PERFORMED FOR EMPLOYER] for a competing business. Do not use a blanket industry ban.
(c) Non-Solicitation [Optional]. If eligible, for [DURATION], Employee shall not engage in [SPECIFY ACTIVE SOLICITATION OR INTERFERENCE] directed to [IDENTIFY CUSTOMERS, PROSPECTS, VENDORS, OR WORKERS WITH A FACTUAL CONNECTION TO EMPLOYEE] for competitive purposes. General advertising and protected communications are excluded.
(d) Consideration, Review, and Rule of Reason. The covenant is void unless it receives adequate consideration, is ancillary to a valid employment relationship, is no greater than required to protect a legitimate business interest, imposes no undue hardship, and is not injurious to the public under 820 ILCS 90/15. Employer must advise Employee in writing to consult counsel and provide at least fourteen calendar days for review under 820 ILCS 90/20.
(e) Reformation. Under 820 ILCS 90/35, a court may in its discretion reform or sever a covenant, but extensive rewriting may be against public policy. This Agreement does not guarantee reformation or enforceability.

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 proved and available under applicable law.
(b) If Employer defaults, Employee may resign for Good Reason (deemed termination by Employer without Cause) and pursue statutory remedies.

6.4 Attorneys’ Fees

Each Party bears its own attorneys’ fees and costs unless a controlling statute, court rule, or separately negotiated provision authorizes a different allocation. If an employee prevails on an employer's claim to enforce a non-compete or non-solicit, 820 ILCS 90/25 requires an award of the employee's costs and reasonable attorneys' fees for that claim.

7. RISK ALLOCATION

7.1 Responsibility for Misconduct

Each Party remains responsible to the extent provided by applicable law for its own fraud, willful misconduct, and material breach. This Agreement does not create an employee duty to defend Employer, authorize a wage deduction, or waive statutory rights or remedies.

7.2 Limitation of Liability

No contractual cap applies to unpaid wages, final compensation, reimbursable expenses, benefits due under a controlling plan, discrimination or retaliation remedies, statutory damages, attorneys’ fees, restrictive-covenant remedies governed by statute, or liability that cannot lawfully be waived or limited. Any negotiated cap for a separate commercial obligation must appear in a separately signed rider reviewed by Illinois counsel.

7.3 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.

7.4 Emergencies

An emergency does not excuse timely wage payment, expense reimbursement, protected leave, accommodation, workers’ compensation, workplace-safety, or other nonwaivable employment duties. Employer may modify operations and prospective assignments when lawful and will communicate material changes 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

For claims the Parties may lawfully confine to a judicial forum, they consent to jurisdiction and venue in the state courts located in [COUNTY], Illinois. Nothing restricts an agency charge, government report, protected activity, or claim that applicable law permits elsewhere.

8.3 Optional Arbitration

Arbitration applies only if both Parties sign a separate rider identifying covered claims, preserving agency access and nonwaivable remedies, allocating forum costs lawfully, and providing a neutral process. The rider may permit provisional relief in aid of arbitration without creating an automatic entitlement to an injunction.

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

Any jury waiver must appear in a separately signed rider reviewed by Illinois counsel and applies only to the extent lawful and enforceable.

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.

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

Sources and References

• Illinois Freedom to Work Act
• Illinois Wage Payment and Collection Act
• Illinois Employee Patent Act
• Doyle v. Holy Cross Hospital
• 18 U.S.C. § 1833

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