AI Contract Review

HIGH RISK Non-Compete Clause (§7.2)

Prohibits working for any competitor for 24 months after termination, nationwide. California Business & Professions Code §16600 renders most non-competes void — but the employer is domiciled in Delaware, creating ambiguity. Negotiate removal or explicit CA-law governing.

MED RISK IP Assignment (§9.1)

Assigns all work product to employer — including inventions created on personal time unrelated to company business. Under CA Labor Code §2870, employers cannot claim inventions made entirely on your own time without company resources. This clause is overbroad.

MED RISK At-Will Termination + Severance (§3.4)

Employment is at-will with no severance obligation, but §7.2 non-compete obligations survive termination. You could be locked out of your industry for 24 months with no compensation. This is a structural imbalance — push for minimum 3-month severance if non-compete is retained.

LOW RISK Confidentiality (§8.1)

Standard NDA obligations, mutual, with 5-year post-termination tail. Carves out publicly available information and prior knowledge. This clause is reasonable and balanced.

PRIORITY 1 Remove or Gut the Non-Compete

Ask employer: "Since California law makes this clause unenforceable anyway, I'd prefer to remove it entirely to avoid litigation risk for both parties." If they resist, counter with: limit to 6 months, restrict to direct competitors only, or add a geographic limit to your role's territory.

"Section 7.2 is deleted in its entirety. Employee acknowledges confidentiality obligations under Section 8 remain in effect."

PRIORITY 2 Carve Out Personal-Time Inventions from IP Assignment

Request addition of a CA Labor Code §2870 carve-out. Most employers accept this because it's legally required in California anyway — framing it as "compliance alignment" reduces pushback.

"Section 9.1 is subject to California Labor Code Section 2870 and does not apply to any invention for which no equipment, supplies, facility, or trade secret information of the Company was used, and which was developed entirely on the Employee's own time."

PRIORITY 3 Add Severance Protection if Non-Compete Survives

If the non-compete stays, you need compensation for the restriction. Standard position: 1 month severance per year of service (min 3 months) payable during the restricted period. Framing: "If the company requires post-employment restrictions, it should compensate the restriction."

"During any period in which Employee is subject to the restrictions in Section 7.2, Company shall pay Employee a monthly severance equal to Employee's last monthly base salary, prorated for each month of the restricted period."

→Add "mutual" to confidentiality obligations (§8.1)

→Include accrued commission protection in §3.4(c)

→Change dispute venue from Delaware to California

✕Non-compete stays AND no severance added

✕IP assignment not carved out for personal time

✕Employer refuses all modifications to §7