Employment Agreement Review

Prompt

Review the following employment agreement or offer letter and identify key terms, risks, and negotiation opportunities.

Context:
- My role: [EMPLOYEE / EMPLOYER / HR]
- Position: [JOB TITLE]
- Level: [IC / MANAGER / DIRECTOR / VP / C-SUITE]
- Employment type: [FULL-TIME / PART-TIME / CONTRACTOR / EXECUTIVE]
- Jurisdiction: [STATE AND COUNTRY]
- My primary concerns: [EQUITY / NON-COMPETE / COMP / IP ASSIGNMENT / TERMINATION TERMS]

Review:

1. **Compensation Summary** — Base salary, bonus structure, equity (type, amount, vesting, cliff), and benefits. Any gaps or ambiguities?

2. **At-Will vs. For-Cause** — What are the termination provisions? What triggers termination for cause vs. without cause?

3. **Severance** — Is there a severance provision? Under what conditions? Amount?

4. **Non-Compete / Non-Solicitation** — Geographic scope, duration, and breadth. Is it enforceable in my state?

5. **IP Assignment** — What inventions or work product do I assign to the employer? Are personal projects protected?

6. **Equity Vesting** — Cliff, schedule, acceleration provisions (single-trigger, double-trigger). What happens to unvested equity on termination?

7. **Arbitration Clause** — Mandatory arbitration? Class action waiver? Implications.

8. **Negotiation Opportunities** — What can realistically be negotiated at my level? Prioritized list of asks.

9. **Red Flags** — Any terms that are unusually aggressive or non-standard.

Note: Consult a licensed employment attorney for legal advice.