Review Employment Agreement Prepare Company Markup

Skill: Review Employment Agreement and Prepare Company-Favorable Redline Memorandum

1. Subject-matter triage (only if applicable)

• Treat the draft employment agreement as a company-side markup exercise, not a neutral summary.
• Start by identifying the governing source stack: the draft agreement, any signed offer or term letter, the company playbook, the equity plan and award forms, and any governing policy or approval memo referenced by those documents.
• If only one employee and one agreement are in scope, state that affirmatively; if multiple governing documents or versions exist, enumerate them first and analyze each against the agreement before drafting positions.
• Confirm the primary deliverable is the redline memorandum; do not stop after issue spotting.

2. Failure modes the skill is correcting

• Comparing the agreement to the playbook without first checking the offer-letter terms that are already committed and must be carried through consistently.
• Missing employee-favorable deviations that should be redlined back to the company’s standard language or to an approved fallback.
• Treating compensation, severance, equity, restrictive covenants, IP, arbitration, or termination language as boilerplate when it creates company exposure.
• Presenting commentary that describes issues but does not translate them into concrete redline positions.
• Relying on visual markup alone instead of making each change readable in plain text.
• Omitting a severity judgment, cross-document tie-in, or practical consequence for each issue raised.
• Giving a legal conclusion without naming the rule or authority that supports it.

3. Legal frameworks / domain conventions that apply

• A signed offer letter or term letter is binding to the extent its terms were accepted; the employment agreement should conform to those committed terms and resolve inconsistencies expressly.
• At-will employment is the baseline in many U.S. employment relationships; language creating fixed terms, cause-based termination, or notice obligations should be reviewed against that baseline and any signed exception.
• Restrictive covenants must be tested under the law governing enforceability at the employee’s work location and any applicable statutory limits; the governing-law clause alone is not the enforceability rule.
• Proprietary information, inventions, and work-product ownership provisions should track the company’s standard IP assignment regime and any applicable invention-assignment statute or carveout.
• Arbitration, class waiver, fee shifting, venue, and injunctive-relief language must be checked against applicable employment-arbitration doctrine and statutory limits.
• Severance, change-of-control, gross-up, and acceleration provisions should be measured against the company’s compensation philosophy, approval authority, and any plan or award constraints.
• Equity commitments must conform to the equity plan, grant authority, vesting design, exercise/forfeiture mechanics, and any required board or committee approval.

4. Analytical scaffolds

1. Identify the operative documents and versions, then compare the agreement against them in source-order.
2. For each provision, ask whether it: matches the offer letter, matches the playbook, exceeds authority, or creates new employee-favorable economics or protections.
3. For each employee-favorable deviation, propose company-favorable markup language and, where appropriate, a fallback position that preserves the company’s core control.
4. For each covenant or restriction, test enforceability under the employee’s work-location law and any specifically cited statutory or doctrinal limit.
5. For each IP, confidentiality, invention, arbitration, severance, or equity clause, check the related schedule, policy, plan, or approval document for internal consistency.
6. For each issue, state the scale of the departure using the source documents’ own figures or thresholds where available, identify the related clause or document, and explain the downstream company impact.
7. Assign an ordinal severity to every issue using one uniform scale defined once at the top of the memorandum.
8. Convert every identified issue into a concrete redline recommendation using a plain-text change convention so the revision remains legible after export.
9. End each issue entry with an action directive that names the responsible company-side role and the timing pressure for resolving it.

5. Vertical / structural / temporal relationships (only if applicable)

• Read the agreement vertically, clause by clause, but also across the full compensation package so that base salary, bonus, severance, equity, and termination mechanics do not conflict.
• Check temporal sequencing: what is promised in the offer letter, what becomes effective at hire, what survives termination, and what applies on a change of control or separation.
• Where a clause depends on a defined term, review the definition and all cross-references before recommending markup.
• Where multiple documents address the same topic, prefer a single consistent company position and note the document hierarchy needed to avoid ambiguity.

6. Output structure conventions

• Use a memorandum format organized by agreement section or topic area, not a bare issue list.
• Open with a short scope note naming the documents reviewed and the severity scale used.
• For each entry, include:
  • the agreement section or topic,
  • the severity label,
  • whether the provision matches the offer letter and playbook,
  • the deviation or risk,
  • the controlling authority or governing document supporting the position,
  • the recommended redline language in robust plain-text form,
  • a brief rationale,
  • the practical consequence if left unchanged.
• Use explicit textual markup in the recommendation, such as [DELETED: …], [INSERTED: …], or [REPLACED: old → new], so the change is readable outside formatting.
• If a fallback is acceptable, label it clearly as a fallback and explain the tradeoff in one sentence.
• Close with a Recommended Actions block that assigns each next step to counsel, HR, or the relevant company officer and ties it to the deal-timing milestone or signing sequence.
• Keep the deliverable company-favorable, concise, and implementation-oriented; do not reproduce the source documents or quote them unless necessary to surface verbatim language for the redline context.