employment-contract · diff
git:20260705.acb5571 to git:20260705.a28c4ce
18 added, 18 removed. Audit A to A.
---
name: Employment Contract Review
- description: Reviews an employment agreement clause by clause, flags deviations from market-standard terms — non-compete scope, IP assignment breadth, cause definitions, equity mechanics — and produces a review table with recommended asks, explicitly bounded as not legal advice. Use when someone asks "can you review my offer letter", "is this non-compete normal", "what does this IP assignment clause mean", "should I push back on this severance term", or has an employment agreement in hand before signing. Do NOT use for negotiating the compensation number itself — use salary-negotiation instead — or for drafting a company's terms of service or privacy policy — use terms-of-service instead.
+ description: Reviews an employment agreement clause by clause, flags deviations from market-standard terms - non-compete scope, IP assignment breadth, cause definitions, equity mechanics - and produces a review table with recommended asks, explicitly bounded as not legal advice. Use when someone asks "can you review my offer letter", "is this non-compete normal", "what does this IP assignment clause mean", "should I push back on this severance term", or has an employment agreement in hand before signing. Do NOT use for negotiating the compensation number itself - use salary-negotiation instead - or for drafting a company's terms of service or privacy policy - use terms-of-service instead.
---
# 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.
+ 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.
+ 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.
+ 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.
+ 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.
+ 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.
+ - 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.
- ### Step 3: Review restrictive covenants — the highest-risk area
+ ### Step 3: Review restrictive covenants - the highest-risk area
- - Non-compete: check all three dimensions — scope (which activities), duration, geography. A non-compete limited to direct competitors, 12 months or less, in a defined market can be within norms where enforceable at all; broad-activity, multi-year, or worldwide non-competes are red flags. Always flag any non-compete for legal review — enforceability is jurisdiction-specific and changing.
+ - Non-compete: check all three dimensions - scope (which activities), duration, geography. A non-compete limited to direct competitors, 12 months or less, in a defined market can be within norms where enforceable at all; broad-activity, multi-year, or worldwide non-competes are red flags. Always flag any non-compete for legal review - enforceability is jurisdiction-specific and changing.
- Non-solicit: of customers and of employees, checked separately. 12 months is common; longer or covering "any person the employee ever interacted with" is overbroad.
- IP assignment: must cover work-related IP but NOT sweep in prior inventions or unrelated personal projects. Require a prior-inventions schedule and a carve-out for work done on personal time, without company resources, unrelated to the business. An assignment of "all inventions during employment" with no carve-out is one of the two or three most consequential red flags in the document.
- Confidentiality: reasonable scope and duration; perpetual obligations on ordinary business information are overbroad (trade secrets legitimately get longer protection).
### Step 4: Review termination and severance
- - Notice period both ways — asymmetric notice favoring the employer is worth flagging.
+ - Notice period both ways - asymmetric notice favoring the employer is worth flagging.
- Definition of "cause": a vague or expansive cause definition lets the employer terminate without severance; push for a tight, objective list (conviction, fraud, material uncured breach) with a notice-and-cure period.
- Severance amount and triggers, in writing.
- "Good reason" / constructive-dismissal protection: without it, a demotion or forced relocation carries no severance.
### Step 5: Sweep the remaining clauses
- - Clawbacks on bonus or equity — under what conditions, how far back.
+ - Clawbacks on bonus or equity - under what conditions, how far back.
- Change-of-control treatment beyond equity acceleration.
- - Governing law and dispute resolution — mandatory arbitration waives the right to sue and often to class participation; always flag it.
- - Assignment — can the employer transfer the contract to another entity without consent?
+ - Governing law and dispute resolution - mandatory arbitration waives the right to sue and often to class participation; always flag it.
+ - Assignment - can the employer transfer the contract to another entity without consent?
### Step 6: Build the review table and negotiation frame
- Prioritize: equity acceleration, exercise window, cause definition, and non-compete scope usually matter most. Pick at most three asks. Frame each as alignment, not adversarially: "standard double-trigger so we're aligned on outcomes." Get every verbal promise into the written contract — side conversations are unenforceable.
+ Prioritize: equity acceleration, exercise window, cause definition, and non-compete scope usually matter most. Pick at most three asks. Frame each as alignment, not adversarially: "standard double-trigger so we're aligned on outcomes." Get every verbal promise into the written contract - side conversations are unenforceable.
## Worked artifact: review table rows
```
CLAUSE WHAT IT SAYS MARKET STANDARD FLAG RECOMMENDED ASK
IP assignment All inventions during Work-related IP only, YES Add prior-inventions
employment, no carve-out carve-out + schedule schedule and personal-
project carve-out
Cause definition "Failure to perform to Objective list with YES Enumerated cause list
the Company's satisfaction" cure period + 15-day cure period
Acceleration None stated Double-trigger for YES 100% double-trigger
this seniority acceleration
- Non-solicit 12 months, customers the 12 months, direct NO None — accept
+ Non-solicit 12 months, customers the 12 months, direct NO None - accept
employee worked with contacts
NOTE: Not legal advice. Non-compete and arbitration clauses flagged for
review by a licensed employment attorney in [jurisdiction] before signing.
```
## Deliverable
- Produce a clause-by-clause review table — clause, what it says, market-standard position, deviation flag, recommended ask — plus a top-three negotiation priority list with alignment framing for each ask, and a clearly marked list of items requiring a licensed employment attorney. The not-legal-advice boundary appears in the deliverable itself, not only in conversation.
+ Produce a clause-by-clause review table - clause, what it says, market-standard position, deviation flag, recommended ask - plus a top-three negotiation priority list with alignment framing for each ask, and a clearly marked list of items requiring a licensed employment attorney. The not-legal-advice boundary appears in the deliverable itself, not only in conversation.
## Do NOT
- - Do not pronounce a clause "unenforceable" — enforceability is a legal conclusion that depends on jurisdiction and facts; flag it for counsel instead.
+ - Do not pronounce a clause "unenforceable" - enforceability is a legal conclusion that depends on jurisdiction and facts; flag it for counsel instead.
- Do not review the offer letter and skip the referenced exhibits; the equity plan and confidentiality agreement often contain the worst terms.
- - Do not fight every line — it signals inexperience and spends goodwill the person needs on the three asks that matter.
+ - Do not fight every line - it signals inexperience and spends goodwill the person needs on the three asks that matter.
- Do not accept "we'd never actually enforce that" as a reason to sign a broad covenant; if it will not be enforced, it can be narrowed in writing.
- Do not let verbal promises about bonus, title, or severance stay verbal.
## Quality bar
- Every clause category in Steps 2-5 appears in the table, even the acceptable ones (marked no-flag), so the person knows the whole document was read.
- Each flag states the market-standard position it deviates from, not just "this seems bad."
- The ask list is capped at three, each with alignment framing.
- The not-legal-advice statement and the attorney-review list are present in the output.
- Red-flag summary covers, at minimum: broad/long non-compete, IP assignment without a prior-inventions carve-out, vague cause, undefined discretionary bonus, and an inflexible 90-day exercise window.
## Escalation
This skill is not legal advice and does not create an attorney-client relationship. Bring in a licensed employment attorney when: any restrictive covenant might realistically be tested, severance or equity value is material, the jurisdiction has specific statutory rules (non-compete bans, notice requirements), or the employer resists putting promises in writing. For negotiating the compensation package itself, route to salary-negotiation. For company-side consumer-facing documents, route to terms-of-service.