It is a brainstorm. I wonder how to draft an employment agreement in U.S. Illinois and make some terms, It may include need some terms about Salary Bonus ( Benefits (like insurance), endgame(like death disability,effects of terms), general(like no oral, government law, etc)), here are some introduction about the new one. If some one can help me with ideas and how to draft formula terms, I will be very very appreciated it.

1. Agreed-Upon Terms of Employment for PRI's Employment of Lucille Carlisle: ( This employment agreement is as an additional attachments for an asset purchase agreement)

Backgrounds. PRI is the buyer, Lucile is the seller to sell her property and employment agreement is needed to attach to the main asset purchase agreement.

PRI wants Lucille to stay on as an employee in some format for a few years after the deal closes. PRI needs her for training and transition purposes with suppliers, clients, etc., and ideally wants her to continue maintaining and developing the technology that PRI is acquiring. PRI is pretty open to what that employment will look like and wants to reward her fairly considering her valuable contributions. Lucille would also like to stay involved with PRI and would like to stay involved with her technology in some capacity. She has developed this technology, so is open to working with PRI to maintain, update, improve on, and otherwise provide training for her technology, as well as keep developing her technology with PRI. Lucille would like some form of employee benefits in exchange - she wants as many perks as possible!

Asset Purchase Agreement. By the time PRI & Lucille sign the Employment Agreement, they will have already signed the Asset Purchase Agreement (APA), and the Employment Agreement would have been an exhibit to the APA. You don't have to worry about coordinating too much with the Asset Purchase Agreement (APA), but I know that some of you have found it more helpful to coordinate a bit, so wanted to share these easy ways of coordinating with the APA. Do mention the APA in the background section, so that the background and intent of the parties and the connection with the APA is clear. Add a sentence similar to this one in the Definitions section: "The capitalized terms not otherwise defined in this Agreement have the meanings assigned to them in the Asset Purchase Agreement." Then, you can easily use the definitions in the Asset Purchase Agreement without having to draft them! Just be careful that you know what you're using and how - and that you're consistent. Make sure you define Asset Purchase Agreement in the preamble or background, wherever you first use it. Date of Agreement: The date of this agreement should be August 1, 2022, which is the date of the closing of the larger transaction that involves the Asset Purchase Agreement, since Lucille would start working with them from that date going forward. Salary: $150,000 per annum Profit Share Bonus: Lucille to receive 2% of business profits, to be disbursed quarterly. You do not need to worry about drafting a formula for business profits that benefits Lucille the most and you do not need to define business profits. Benefits: PRI has agreed to provide Lucille with a comprehensive and generous benefits package. PRI may also provide other benefits, perks, and/or discounts to Lucille - some possibilities may include: retirement plans/401(k) matching, health insurance, dental/vision insurance, life insurance, flexible/remote working options, mental health coverage, continuing education, parental leave, child care, free tickets to the Little Theatre on Broadway, etc. Feel free to be creative! Additional Benefits: Lucille will have access to a car at company expense. Budgets and Expenses: Explanation: A budget is a determined and fixed amount. Expenses are reimbursed as they are spent, and may be limited to certain types of expenses (for example, employment-related travel expenses such as transportation and lodging) and may need approval/or subsequent reporting of spending. Lucille will receive at least 2 budgets that she can control herself but should provide receipts with a brief description at least every quarter (3 months): Lucille will receive a travel budget of $3,000 to attend two conferences per year related to any aspect of the business. Lucille will receive a research and development budget of $40,000, over which she will have full control for developing technology within the scope of her employment. PRI will fully cover or reimburse Lucille for certain expenses: PRI will fully cover or reimburse Lucille for other employment-related travel expenses, including transportation, lodging, and two meals per day (alcohol excluded). PRI will fully cover or reimburse costs associated with Lucille's employment and the technology she is using (repair, upgrades, development, etc. of the technology). PRI should be repairing anything that breaks, needs to be upgraded, etc. as any business would. Term: Three years with option to renew or extend Hours: No less than 25 hours per week

Duties: Assist with post-acquisition transition and integration processes to ensure seamless business operations Comprehensively train employees and contractors as necessary on the operations, technologies, intellectual property, vendor relationships, contracts, etc. of the business Maintain, repair, upgrade, and further develop the acquired technology and intellectual property Consult and advise on business operations and expansion opportunities Advise on and maintain relations with past, present, and prospective customers, vendors, contractors, performers, lessees, etc. Ensure total and complete knowledge transfer to existing employees prior to employment termination

Non-Competition: Time & Territory Lucille has agreed to not compete with PRI during her employment and for a period of 3 years after her employment. They have not narrowed down the territory that would cover, so be reasonable. Lucille Keeping Sound Design Part of Business The parties have agreed that PRI will acquire all business assets owned by Lucille through Drama Mama Corporation, an Illinois S Corporation. PRI will acquire all business assets owned by Lucille (inventory, the intellectual property rights of transferred technology, etc.) except all business assets having to do with Lucille's sound design business "Uptown Sounds." Lucille will keep her sound design business and all associated assets and liabilities. Remember that we have created a new S corporation for Lucille to manage her business from this point going forward - Dream Effects, Inc. ("Dream Effects"). Dream Effects will now hold the assets that were previously known as Uptown Sounds. Lucille will use Dream Effects to create, develop, and design sounds and different types of theater, video, and film technology, and then license those sounds and that technology to third parties. There should be no confusion surrounding the ownership of Lucille's sound designs that she already had or the sounds and technology that she will create, develop, or design in the future. Lucille's intellectual property relating to Dream Effects is her own since it is an excluded assetfor all past, present, and future sound designs and technology (with the caveat regarding intellectual property rights below) she creates, develops, or designs within the scope of Uptown Sounds. Lucille wants to make sure that PRI has no claim on the old "Uptown Sounds" sound design business or future Dream Effects business or anything owned through Dream Effects (except for any caveat regarding intellectual property rights below). Lucille Continuing to Work as a Sound Designer Apart from keeping her sound design business going, she is also going to keep working independently as a sound designer in the theater, video, and film spaces. This means that theaters and video and film companies will continue to hire her to compose and design the sound for different productions. She is open to reasonable restrictions. She will also run this part of the business through the new corporation we are creating for her - Dream Effects. PRI has agreed to this as long as Lucille does not interfere with the rest of the business that they are acquiring from her and this work does not interfere with her work for PRI. PRI would also like to partner with Lucille to use her as their sound design provider for the scope of the business, likely through some kind of licensing agreement. The parties have agreed that Lucille will offer these services at some sort of a discount to PRI. This would be in a separate licensing agreement that is not in the employment agreement, but you can refer to it in the employment agreement, if you need to do so, as the Licensing Agreement. This Licensing Agreement would be an additional exhibit to the Asset Purchase Agreement, and, like this Employment Agreement, would be signed by the parties at closing. YOU DO NOT NEED TO DRAFT THE LICENSING AGREEMENT. PRI and Lucille have agreed that PRI will not develop their own competing sound design business. This is important to both parties.

Intellectual Property Ownership: PRI will continue to own all underlying technology and intellectual property rights that were acquired from the asset purchase, including further developments and upgrades that Lucille makes in her capacity as an employee (even if some of these further developments and upgrades are registered as new intellectual property). Completely new inventions that have nothing to do with the intellectual property rights that were acquired from the asset purchase and that Lucille makes in the future (within or outside her scope of employment with PRI) will be wholly owned by Lucille. But, if a completely new invention is made within the scope of employment with PRI, PRI will be granted an automatic, irrevocable, royalty-free, and non-exclusive license ("shop right") to use this completely new invention. See also non-compete section above for more regarding intellectual property rights. Non-Solicitation: Lucille has agreed to not solicit any current or former employees of the business while employed with PRI and for a period of 3 years post-termination of employment. These restrictions do not extend to employees that PRI has terminated for cause.

Confidentiality: Parties have agreed that the highest level of confidentiality will bind them regarding business-related knowledge and the terms of Lucille's employment. Look at confidentiality provisions that are thorough and make everything as confidential as possible (take note of length of the duration, whether it binds 3rd parties, etc.) Also, a common defined term to use is "Confidential Information."

Termination. Make sure your termination provisions are well organized and that you explain what happens to each type of payment / benefit for each type of termination. You can make up what happens, but be reasonable.