Employment Contract Review Checklist: 21 Things to Check

Salary is the term everyone checks and the term least likely to go wrong. The clauses that cause real damage are the ones that only matter on the way out — and by then you have no leverage.

Work through this in order. It is ranked by how often each item actually costs someone money.

Money

1. Base salary and payment date. Confirm the figure, the currency and whether any part is discretionary.

2. Bonus: discretionary in fact, or in name? "Discretionary" usually means exactly that. Check whether you must be employed and not under notice on the payment date — a resignation in March can forfeit a bonus earned the previous year.

3. Commission. When is it earned — on order, on invoice, or on payment? What happens to commission on deals closed before you leave but paid afterwards? Silence means you lose it.

4. Clawbacks. Signing bonus, relocation, training. Check gross versus net, whether it tapers, and whether layoff is carved out. Full guide.

5. Expenses and equipment. Trivial until you are asked to pay for the laptop.

Equity

6. Grant size against the fully diluted share count. A number of options is meaningless without a denominator.

7. Vesting schedule and cliff. How the cliff works.

8. Post-termination exercise window. The 90-day default is why many people lose vested equity entirely. Ask for an extension.

9. Acceleration on a change of control. Single versus double trigger.

10. Good leaver / bad leaver definitions, and any company right to repurchase vested shares — at what price.

Exit

11. Notice period, both directions. Symmetry matters. One month from them and three from you is common and worth challenging.

12. Garden leave, and whether it is set off against your restrictions. Guide.

13. Payment in lieu of notice. Whether they can end it immediately, and whether PILON covers benefits or only base salary.

14. Termination for cause, and how widely "cause" is defined. Anything covering ordinary performance issues is over-broad.

15. Probation period, and the notice applying during it.

Restrictions

16. Non-compete: duration, geography, activity scope. Enforceability by jurisdiction.

17. Non-solicitation of customers, and whether it extends to non-dealing.

18. Non-solicitation of employees, and whether it is really a no-hire clause. The difference.

Everything else

19. IP assignment. Does it reach work created outside working hours, on your own equipment, unrelated to the business? Is there a schedule for pre-existing projects? If you have side projects, list them before signing — afterwards is too late.

20. Unilateral variation. A clause letting the employer change terms at will undermines everything above it.

21. Governing law and jurisdiction, and where you would have to bring a claim.

What is standard, at a glance

Term	Usually fine	Push back
Notice	Symmetric, 1–3 months	Longer from you than from them
Non-compete	3–6 months, defined territory	12+ months, no geography, whole industry
Customer non-solicit	6–12 months, clients you handled	All clients ever, indefinite
Clawback	Net, tapering, layoff carved out	Gross, cliff, "any reason"
Exercise window	5–10 years	90 days
IP	Work-related, with a carve-out schedule	Everything you create, ever
Variation	By agreement in writing	At the employer's discretion

How to actually negotiate it

Pick two or three items. Put them in one message, with a reason for each. Asking for fifteen changes reads as difficult; asking for three reads as careful, and careful is what they just hired you to be.

Thank you — I'm pleased to accept. Three points before I sign: 1. The signing bonus clawback in clause 4.6 is on the gross amount. Could it be the net amount actually received, tapering monthly? 2. The non-compete at 11.2 has no geographic limit. Could it be limited to [region] where the team operates? 3. Could the option exercise window be extended beyond 90 days? Happy to sign as soon as those are reflected.

That email costs you nothing and has a high success rate, because most of what it asks for is boilerplate nobody has thought about since the template was drafted.

FAQ

What should I look for in an employment contract before signing?

In order of how often they cause damage: post-termination restrictions, equity terms including the exercise window, clawbacks, notice on both sides, and the IP assignment. Salary is the easiest term to verify and the hardest to get wrong.

Can I negotiate an employment contract after accepting verbally?

Yes. The window between verbal offer and signature is when your leverage is highest — they have chosen you, and restarting the search is expensive. Ask once, in writing, for a small number of specific changes.

What are the biggest red flags in an employment contract?

A gross-amount clawback, an unlimited-geography non-compete, a 90-day exercise window on meaningful equity, an IP assignment with no carve-out schedule, asymmetric notice periods, and any clause letting the employer vary terms unilaterally.

Should a lawyer review my employment contract?

For a standard offer, a structured review against a checklist catches almost everything. For an executive role, meaningful equity, or restrictions that would limit your next job, pay an employment lawyer — and hand them a marked-up document so their hour goes on judgment rather than reading.

What if the employer refuses to change anything?

That is information. A company unwilling to move a single word of boilerplate before you join is telling you how flexible it will be afterwards. Decide with that in mind, and at minimum make sure you understand precisely what you are agreeing to.

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