Legal Question in Employment Law in Illinois

Is an employment agreement legally binding if the only content is the employer's terms and conditions for agreeing to be employed. There is no mention of compensation. Articles 6,7,9,13 worry me. Can I be so obligated that I might not have work for a year if Brain Hurricane doesn't hire me? Is this a contract or work rules posing as a contract?

Brain Hurricane - Tutor Employment Contract

This employment agreement is entered into on December 9, 2011 between Brain Hurricane, LLC ('BHL') and Teresa Polk-Henderson ('Employee').

IN CONSIDERATION OF the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

TERMS AND CONDITIONS

1. Employment BHL agrees to employ Employee, and Employee agrees to be employed, in the position of Tutor, pursuant to the terms and conditions set out in this Agreement. Employee's employment is at will and may be terminated by either party without cause. The parties acknowledge that various provisions of this Agreement survive past termination of employment.

2. Duties and Responsibilities Employee will perform any and all duties assigned to the Employee by BHL. Employee agrees to be subject to the general supervision of and act pursuant to the orders, advice and direction of BHL. Employee agrees to abide by BHL's rules, regulations, and practices, including those concerning work schedules, vacation and sick days.

3. Background Check Prior to commencing employment with BHL, Employee will be subject to a background check as specified by BHL. Employee will be responsible for the cost of that background check. If Employee successfully completes the job responsibilities, as determined by BHL, BHL will reimburse Employee for the cost of the background check.

4. Compensation BHL may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

5. Confidential Information As used in this Agreement, "Confidential Information" means all information that is not generally known to the public, whether of a technical, business or other nature (including, without limitation, trade secrets, know-how and information relating to BHL's teaching methods and materials, customers, business plans, promotional and marketing activities, and finances and other business affairs of BHL), that is disclosed by BHL to Employee or that is otherwise learned by Employee in the course of employment with BHL, and that has been identified as being proprietary and/or confidential or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as proprietary and confidential.

Employee acknowledges (i) the highly competitive nature of the business and the industry in which BHL competes; (ii) that, as an employee of BHL, Employee will participate in the servicing of current clients and/or the solicitation of prospective clients, through which, among other things, Employee will obtain knowledge of Confidential Information; (iii) that Employee's employment hereunder requires the performance of services which are special, unique, extraordinary and intellectual in character, and Employee's position with BHL places Employee in a position of confidence and trust with the clients and employees of BHL; and (iv) that Employee's rendering of services to the clients of BHL necessarily requires the disclosure to Employee of Confidential Information. In the course of Employee's employment with BHL, Employee will develop a personal relationship with the clients of BHL and a knowledge of those clients' affairs and requirements, and the relationship of BHL with its established clientele will therefore be placed in Employee's hands in confidence and trust.

Employee agrees that a material term of the Employee's contract with the Employer is to keep all Confidential Information absolutely confidential and protect its release from the public. Employee agrees not to divulge, reveal, report or use, for any purpose, any of the Confidential Information which the Employee has obtained or which was disclosed to the Employee by the Employer as a result of the Employee's employment by the Employer.

The obligations to ensure and protect the confidentiality of the Confidential Information imposed on the Employee in this Agreement will survive the expiration or termination of this Agreement.

Employee agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages, would cause irreparable injury to BHL, would gravely affect the effective and successful conduct of BHL's business and goodwill, and would be a material breach of this Agreement.

6. Non-Competition Employee will not, during the continuance of this Agreement and for a period of one year after the termination or expiration of this Agreement be directly or indirectly involved with a business which is in direct competition with the particular business line of BHL that Employee was working during any time of employment with BHL.

For a period of one year from the date of termination or expiration of the Employee's employment with BHL, the Employee will not divert or attempt to divert from BHL any business BHL had enjoyed, solicited, or attempted to solicit, from its customers, prior to termination or expiration, as the case may be, of the Employee's employment with BHL.

Employee agrees and acknowledges that a violation of this non-competition prohibition cannot be reasonably or adequately compensated for in money damages, would cause irreparable injury to BHL, would gravely affect the effective and successful conduct of BHL's business and goodwill, and would be a material breach of this Agreement.

7. Non-Solicitation Employee agrees that during the term of employment with BHL and for a period of one (1) year after the end of that term, Employee will not in any way, directly or indirectly:

induce or attempt to induce any employee or contractor of BHL to quit employment or retainer with BHL;

otherwise interfere with or disrupt BHL's relationship with its employees and contractors;

discuss employment opportunities or provide information about competitive employment to any of BHL's employees or contractors; or

solicit, entice, or hire away any employee or contractor of BHL.

This obligation will be limited to those persons that were employees or contractors of BHL when the Employee was employed by BHL.

Employee agrees and acknowledges that a violation of this non-solicitation prohibition cannot be reasonably or adequately compensated for in money damages, would cause irreparable injury to Employer, would gravely affect the effective and successful conduct of BHL's business and goodwill, and would be a material breach of this Agreement.

8. Return of Confidential Information Employee agrees that, upon request of BHL or upon termination or expiration of employment, Employee will turn over to BHL all documents, disks or other computer media, or other material in the possession or control of the Employee that:

contains or is derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or

is connected with or derived from the Employee's services to BHL.

9. Non-Disparagement Employee agrees that during employment with BHL and following the termination of employment with BHL, Employee will not directly or indirectly make any statement that will or may have the effect of disparaging BHL, or which is or may be derogatory of BHL.

10. Remedies In the event of a breach or threatened breach by Employee of any of the provisions of this Agreement, Employee agrees that BHL is entitled to, in addition to and not in limitation of any other rights and remedies available to BHL at law or in equity, to a permanent injunction in order to prevent or restrain any such breach by the Employee or by the Employee's partners, agents, representatives, servants, employees, and/or any and all persons directly or indirectly acting for or with the Employee.

Employee agrees to co-operate with BHL following termination by providing documentation and other information to permit BHL to evaluate whether the Employee is honoring his post-employment obligations set out in this Agreement.

11. Works for Hire; Assignment of Inventions Employee acknowledges that all right, title and interest Employee obtains in all works of authorship, designs, computer programs, copyrights and copyright applications, inventions, discoveries, developments, know-how, systems, processes, formulae, patent and patent applications, trade secrets, new products, internal reports and memoranda, strategies, and marketing plans conceived, devised, developed, written, reduced to practice, or otherwise created or obtained by Employee in connection with Employee's employment by BHL ("Intellectual Property") are regarded as "works for hire". Employee hereby transfers and assigns to BHL all right, title, and interest to the Intellectual Property. Promptly after Employee obtains knowledge of any Intellectual Property, Employee will disclose it to BHL. Upon request of BHL and at its cost, Employee will execute and deliver all documents or instruments and take all other action as BHL may deem reasonably necessary to transfer all right, title, and interest in any Intellectual Property to BHL; to vest BHL good, valid and marketable title to such Intellectual Property; to perfect, by registration or otherwise, trademark, copyright and patent protection of BHL with respect to such Intellectual Property; and otherwise to protect BHL's in such Intellectual Property. Employee hereby waives any moral rights that Employee may have in the Intellectual Property.

12. Governing Law The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of the State of Illinois without reference to its conflict of laws provisions.

13. Enforceability BHL and Employee acknowledge that this Agreement is reasonable, valid and enforceable. The failure of any party at any time to require performance by another party of any provision hereunder shall in no way affect the right of that party thereafter to enforce the same, nor shall it affect any other party's right to enforce the same, or to enforce any of the other provisions in this Agreement; nor shall the waiver by any party of the breach of any provision hereof be taken or held to be a waiver of any subsequent breach of such provision or as a waiver of the provision itself.

14. Modification This Agreement may not be orally canceled, changed, modified or amended, and any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing signed by each party or an authorized Employee of each party.

15. Severability; Survival In the event any provision or portion of this Agreement is determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the invalid or unenforceable part had been severed and deleted or reformed to be enforceable. Further, all terms and conditions of this Agreement will be deemed enforceable to the fullest extent permissible under applicable law, and, when necessary, the court is requested to reform any and all terms or conditions to give them such effect. The respective rights and obligations of the parties hereunder shall survive the termination of Employee's employment to the extent necessary to the intended preservation of such rights and obligations.

16. Entire Agreement This Agreement constitutes the entire agreement between BHL and Employee with respect to the employment of Employee by BHL, and all prior agreements, plans and arrangements relating to the employment of Employee by BHL are nullified and superseded hereby. The parties to this Agreement stipulate that neither of them has made any representations with respect to the subject matter of this Agreement except such representations as are specifically set forth in this Agreement. Each of the parties acknowledges that it has relied on its own judgment in entering into this Agreement.

17. Miscellaneous Employee is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by BHL in enforcing this Agreement as a result of any default of this Agreement by the Employee.

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