employment-contract

Employment Contract Review

An employment contract hides most of its risk in standard-looking boilerplate, and the clauses that hurt are the ones that only activate on the way out: termination, non-compete, IP assignment. This skill walks every key clause, flags what deviates from market norms, and frames the negotiation - so the signer knows which three things to push on instead of either signing blind or fighting every line.

This is contract literacy and negotiation framing, not legal advice. Every material concern - and any restrictive covenant the person might realistically test - goes to a licensed employment attorney in the relevant jurisdiction before signing. Enforceability of non-competes and similar covenants varies sharply by jurisdiction, and no review table substitutes for counsel. State this boundary in the output itself.

Operating procedure

Read the contract as the party with less power. Every clause that is vague, broad, or one-sided favors the drafter - usually the employer. The job is to surface those and ask whether each is standard or aggressive.

Step 1: Gather inputs

1. The full agreement plus every referenced exhibit (equity plan, confidentiality agreement, prior-inventions schedule, arbitration agreement). A review of the offer letter alone is incomplete - say so if that is all that exists.
2. Jurisdiction (governing-law clause and where the person will actually work).
3. Role seniority and any verbal promises made during the offer process - these must end up in writing or they do not exist.
4. The person's specific exposure: side projects or prior inventions, likelihood of joining a competitor later, dependence on the bonus.

Where the market-standard position is uncertain for the jurisdiction or industry, label the benchmark a guess and route the question to counsel rather than asserting it.

Step 2: Review compensation and equity

• Base, bonus, variable: confirm the bonus is defined - target percentage, conditions to earn, payment timing - not "purely discretionary." A discretionary bonus with no definition is a red flag.
• Equity: grant size, vesting schedule (4-year with a 1-year cliff is the market standard), strike price, and treatment on termination and acquisition.
• Acceleration: double-trigger (acquisition plus termination) is market-standard; single-trigger is a generous outlier; no acceleration at all is worth an ask for senior roles.
• Exercise window: the 90-day post-termination default can force a punishing exercise-or-forfeit decision; extended windows are increasingly common and are a low-cost ask.