Employment Contract Review

An employment contract is where a lot of risk hides in standard-looking boilerplate. This skill walks the key clauses, flags what deviates from market norms, and frames the negotiation. It is not legal advice — material concerns go to a qualified employment lawyer.

How to Read a Contract

Read it as the party with less power. Every clause that is vague, broad, or one-sided favors the drafter (usually the employer). Your job is to surface those and ask whether they are standard or aggressive.

Compensation and Equity

• Base, bonus, and variable: confirm the bonus is defined, not purely

discretionary, and the conditions to earn it.

• Equity: grant size, vesting schedule (4-year with 1-year cliff is

standard), strike price, and what happens on termination or acquisition.

• Acceleration: single-trigger (vests on acquisition) vs double-trigger

(acquisition + termination). Double-trigger is market-standard.

• Exercise window: the post-termination period to exercise options. The

90-day default can be punishing; extended windows are increasingly common.

Restrictive Covenants (highest-risk area)

• Non-compete: scope, duration, and geography. Broad, long, worldwide

non-competes are red flags and unenforceable in some jurisdictions — flag for legal review.

• Non-solicit: of customers and of employees. Check duration and breadth.
• IP assignment: confirm it covers work-related IP but does NOT sweep in

prior inventions or unrelated personal projects. Look for a carve-out and a prior-inventions schedule.

• Confidentiality: reasonable scope and duration; perpetual obligations on

ordinary information are overbroad.

Termination and Severance

• Notice period both ways.
• Definition of "cause" — a vague or expansive cause definition lets the

employer fire without severance; push for a tight, objective definition.

• Severance terms and what triggers them.
• "Good reason" / constructive-dismissal protections.

Other Clauses to Watch

• Clawbacks on bonus or equity.
• Change-of-control treatment.
• Governing law and dispute resolution — mandatory arbitration waives your

right to sue; flag it.

• Assignment — can the employer move your contract to another entity?

Negotiation Guidance

• Prioritize: equity acceleration, exercise window, cause definition, and

non-compete scope usually matter most.

• Frame asks as alignment ("standard double-trigger so we are aligned on

outcomes"), not adversarially.

• Get every verbal promise into the written contract; side conversations are

unenforceable.

Red Flags Summary

• Broad/long non-compete; IP assignment with no prior-inventions carve-out;

vague "cause"; discretionary bonus with no definition; 90-day exercise with no flexibility.

Deliverable

Produce a clause-by-clause review table: clause, what it says, market-standard position, deviation flagged (yes/no), and a recommended ask — with a clear note that material legal concerns require a licensed employment attorney.