employment-review

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employment-review

description

The issue-spotting checklist for employment documents — the areas where employment agreements go wrong and the patterns that mark a clause as defective or jurisdiction-sensitive. Use when drafting or reviewing any employment document — an employment agreement, offer letter, severance or separation agreement, or confidentiality/invention-assignment agreement. States WHERE to look, never what the law says: retrieve the governing law itself per the legal-research skill.

Check every employment document against all six areas below. For each area: state what the document says, cite the clause as [<Document> § <section>] (or note its absence — a missing term is a finding), and where the area is marked jurisdiction-sensitive, retrieve the governing jurisdiction's current law (load the legal-research skill) before concluding anything — employment law varies sharply by state and country, and a clause that is market-standard in one place is void in another. This checklist tells you where to look; it never tells you what the law is.

1. Restrictive covenants

Inspect: non-competes, customer and employee non-solicits, garden-leave or extended-notice provisions that restrict competitive work during or after employment, exclusivity.

What bad looks like:

• Any post-employment non-compete or non-solicit drafted without verifying the governing jurisdiction's enforceability rules — several jurisdictions void them outright; retrieve the statute before keeping or striking.
• A notice or garden-leave period whose practical effect is a non-compete, evaluated as if it were merely a notice term.
• Restraints justified as confidentiality protection that reach beyond trade secrets.

2. Intellectual property and invention assignment

Inspect: scope of assignment, prior-invention disclosure and exclusions, statutory carve-outs and notices.

What bad looks like:

• Assignment reaching inventions made on the employee's own time, without employer resources, and unrelated to the business — many jurisdictions cap assignability by statute and some REQUIRE the agreement to carry a written notice of the carve-out; retrieve the governing state's invention-assignment statute and check both the carve-out and the notice.
• A prior-invention disclosure obligation so broad it forces disclosure of third-party confidential material.

3. Dispute resolution

Inspect: arbitration body, venue, cost allocation, scope, jury and class waivers.

What bad looks like:

• An arbitral body that does not exist or is not a recognized institution (AAA, JAMS, or equivalent) — verify the named body is real.
• Venue or governing law outside the employee's work state, or costs loaded onto the employee — several jurisdictions restrict both for employees; retrieve the governing rules before passing the clause.
• Mandatory arbitration drafted without the procedural-fairness elements the governing jurisdiction's courts require for employment claims.

4. Compensation and forfeiture

Inspect: salary, bonus terms (target AND maximum, and whether earned bonus is conditioned on employment at payment), commissions, equity grants, vacation, clawbacks, deductions, final-pay mechanics.

What bad looks like:

• Forfeiture of earned compensation (accrued bonus, commission, or vacation) on resignation or termination — wage statutes in many jurisdictions prohibit forfeiting earned amounts; retrieve them.
• Each equity grant's vesting transcribed generically: every grant's cliff, frequency, and period must match the controlling document exactly, and the governing equity plan must be named consistently everywhere it appears.
• A signing bonus or relocation payment with no stated repayment terms either way — flag the gap.

5. Term, termination, and severance

Inspect: at-will status, notice obligations, severance triggers and amounts, definitions behind each trigger, exempt/non-exempt classification.

What bad looks like:

• Severance conditioned on terms the agreement never defines ("Cause," "Good Reason," "Change in Control") or defines inconsistently with the plan documents it references.
• Notice obligations that sit uneasily with stated at-will employment, or that carry forfeiture penalties (see area 4).
• No statement of overtime classification where the role plainly warrants one.

6. Choice of law and forum

Inspect: governing law, forum, and any term that moves an employee's claims away from where they work.

What bad looks like:

• Another state's law or forum imposed on an employee — some jurisdictions let employees void such terms and recover fees; retrieve the governing statute before passing the clause.
• A governing-law clause that conflicts with mandatory local employee protections.

These are the places employment documents fail, not statements of any jurisdiction's law. Every jurisdiction-sensitive conclusion must rest on retrieved current law (legal-research skill) or the matter's jurisdiction pack, never on this checklist alone.