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Contract Analysis Report
Sample report — for demonstration only
Risk Overview
Overall Assessment
This contract is meaningfully one-sided in the employer's favor — not predatory, but not balanced. The non-compete and IP assignment clauses are the most aggressive provisions and both should be negotiated before signing. The mandatory arbitration and minimal severance are secondary concerns worth addressing. The compensation itself is fair but not exceptional. The good news: all of these are standard negotiation points that employers expect candidates to raise. Asking for changes will not cost you the offer — staying silent will cost you leverage you can't get back after signing.
Top 3 Things to Negotiate
Narrow the Non-Compete
A 24-month, 50-mile radius clause is enforceable in most states and could prevent you from working in your field for two years after leaving — even if you're laid off. This is the single most career-limiting clause in the contract.
How to ask: “I'm excited about this role and want to sign quickly, but I have a concern about the non-compete scope. Would you be open to reducing the term to 12 months and limiting it to direct competitors? I want to make sure we're both protected without being overly restrictive.”
Add a Personal Projects Carve-Out to IP Assignment
The current IP clause could give the company ownership over side projects, apps, or creative work you build on your own time. Many states' laws protect this, but getting it in the contract is cleaner and avoids disputes.
How to ask: “One standard provision I'd like to add is a personal projects carve-out — basically confirming that personal work built on my own time, with my own equipment, unrelated to company products, remains mine. This is something most companies include as standard.”
Improve Termination / Severance
Two weeks is the legal minimum. If you're let go after building expertise at this company, two weeks won't bridge the gap while you job search. A tenure-based severance schedule is a reasonable ask that most employers will negotiate.
How to ask: “Could we add a severance provision tied to tenure? I'm thinking something like 4 weeks minimum, plus 2 weeks per year of service. I want to be here long-term, but it's important to have protection on both sides.”
Plain-English Summary
Pre-Sign Checklist
$120,000 annual salary specified with bi-weekly pay schedule
Start date of March 15, 2026 clearly stated
Only 2-week notice required from employer — asymmetric and insufficient
24-month non-compete across 50-mile radius — overbroad and likely enforceable
All work product assigned to employer, including personal projects created off-hours
Health, dental, vision, and 401k with 4% match described
Mandatory binding arbitration — waives right to jury trial
Key Terms
Compensation Analysis
$120,000 for a Senior Software Engineer is within the 45th–55th percentile nationally, and below median for major tech hubs (SF, NY, Seattle). If you're in a secondary market (Austin, Denver, Atlanta), this is competitive. The discretionary bonus with no stated target or formula is a red flag — push for a documented bonus framework (e.g., "10% target bonus, evaluated quarterly on [X] metrics"). The 401k 4% match with 90-day vesting is above average and a genuine benefit.
Red Flags (3)
A 24-month, 50-mile radius non-compete is one of the most aggressive you'll encounter in tech. With offices in multiple cities, this could prevent you from working in your field across large metro areas. If enforced, you'd need to take unrelated work or relocate for two years. Courts are increasingly skeptical of overbroad non-competes, but litigation is expensive.
Counter with 12 months maximum and limit scope to "direct competitors" (companies selling the same core product), not all "competing business activity." Tie geography to the specific office where you work, not all company locations.
The current language claims ownership over personal projects you build on weekends, evenings, or vacations — even using your own computer — as long as they "relate to" the company's business. Given Apex is a software company, "relates to" could apply to almost anything you build. This effectively prevents you from building side projects or starting a company while employed.
Many states (California, Washington, Minnesota, North Carolina, Delaware) have laws that automatically void this kind of clause. Check your state. Regardless, negotiate a Personal Projects Carve-Out as standard practice. Most employers will agree.
Two weeks notice or pay is the legal minimum in most states — not a real protection. If you're let go after 3+ years, two weeks of pay won't cover much while you search for a new role. This is especially important given the at-will nature of the contract.
Negotiate for a severance schedule based on tenure: 4 weeks minimum + 2 weeks per year of service, capped at 16 weeks. Frame it as wanting to ensure both parties are protected.
Clause-by-Clause Breakdown (8)
Negotiation Guide
A 24-month, 50-mile radius clause is enforceable in most states and could prevent you from working in your field for two years after leaving — even if you're laid off. This is the single most career-limiting clause in the contract.
“I'm excited about this role and want to sign quickly, but I have a concern about the non-compete scope. Would you be open to reducing the term to 12 months and limiting it to direct competitors? I want to make sure we're both protected without being overly restrictive.”
The current IP clause could give the company ownership over side projects, apps, or creative work you build on your own time. Many states' laws protect this, but getting it in the contract is cleaner and avoids disputes.
“One standard provision I'd like to add is a personal projects carve-out — basically confirming that personal work built on my own time, with my own equipment, unrelated to company products, remains mine. This is something most companies include as standard.”
Two weeks is the legal minimum. If you're let go after building expertise at this company, two weeks won't bridge the gap while you job search. A tenure-based severance schedule is a reasonable ask that most employers will negotiate.
“Could we add a severance provision tied to tenure? I'm thinking something like 4 weeks minimum, plus 2 weeks per year of service. I want to be here long-term, but it's important to have protection on both sides.”
Negotiation Email
A professional, ready-to-send email raising your top concerns. Customize the bracketed fields and send.
Subject: Contract Review — [Your Name] Dear [Hiring Manager], Thank you for the offer and for sending over the employment agreement. I'm genuinely excited about this opportunity and eager to move forward quickly. After reviewing the contract carefully, I have three items I'd like to discuss before signing: 1. Non-Compete Duration and Scope: The current 24-month, 50-mile radius feels broader than necessary given my role. I'd like to propose reducing the term to 12 months and limiting the scope to direct competitors rather than all competing business activity. 2. IP Assignment Carve-Out: I'd like to add standard language clarifying that personal projects created entirely on my own time, using personal equipment, and unrelated to the company's current products remain my own work. 3. Severance: Could we add a tenure-based severance schedule (e.g., 4 weeks minimum + 2 weeks per year of service)? This provides protection for both parties. I want to be transparent — these are the only items I'd like to address, and I'm confident we can resolve them quickly. I'm ready to sign as soon as we align on these points. Looking forward to your thoughts. Best regards, [Your Name]
Tip: Replace [Your Name], [Recipient], and any bracketed placeholders before sending. Review for accuracy before use.
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