M. Agreements and Contracts

"Trust in Allah, but tie your camel."
Arabian Proverb

i. Specific Terms and Provisions

1. NL 1: Use “No Less Favorable” When At Impasse in Your Office Negotiations
2. NL 2: 10 Questions You Need to Ask About “Change Of Control” Provisions
3. NL 3: In Offer Letters and Employment Contracts, Watch Carefully for an “Integration Clause”
4. NL 4: The “Successors-and-Assigns” Clause – Without It, All Can Be Lost
5. NL 5: In Employment Agreements and Offer Letters – Beware of “Incorporated By Reference”
6. NL 6: “Employer’s Sole Discretion” in Contracts, Handbooks and Compensation Plans: Six Strong Arguments to Defeat It
7. NL 7: Robbery by Repurchase Rights – A Private Equity Story
8. NL 8: Don’t Be Fooled by the “May – Shall” Trick
9. NL 9: “Any way I can make sure I will get a promised promotion?”
10. NL 10: Don’t Be Hoodwinked by The “Whereas Clauses” in Agreements
11. QA 1: “Can we enforce an employer’s promise to employ us ‘for life?’”
12. QA 2: “Is a change-in-control provision in an executive employment agreement the same as a separate change-in-control agreement?”
13. QA 3: “Is this ‘Successors and Assigns’ clause a problem?”
14. QA 4: “If I can’t get a work visa, can an employer withdraw a job offer?”
15. QA 5: “What if my employment contract and employee handbook conflict?”
16. QA 6: “Should I get extra compensation for extra services and extra success by my employer?”
17. QA 7: “If an agreement is signed by “J. Smith, Pres., XYZ Company,” is it a personal or company obligation?”
18. QA 8: “Any way I can make sure I will get a promised promotion?”
19. QA 9: “What is a ‘change of control’ for vesting purposes?”
20. QA 10: “In a ‘successors-and-assigns’ clause, what are the employee’s heirs obligated and entitled to?”
21. QA 11: “Does a repayment obligation in an employment contract become invalid if there is no ‘survival clause?’”
22. QA 12: “If laid off near year-end, am I entitled to partial bonus?”

ii. Unique Situations

1. NL 1: Negotiating Employment with a “Private Equity” Firm – 7 Surprises to Expect
2. NL 2: Fiduciary – Key Words & Phrases
3. QA 1: “Is a change-in-control provision in an executive employment agreement the same as a separate change-in-control agreement?”
4. QA 2: “If an employee has a Master’s Degree paid for by an employer, based on the employee’s promise to stay three years, or repay the $30,000, what happens if the employee is laid off?”
5. QA 3: “How should I negotiate a job offer that includes relocating to another country?”
6. QA 4: “Can an employer take back a Change Of Control ‘trigger’?”
7. QA 5: “Can vague words in an offer letter create a repayment promise?”
8. QA 6: “I don’t get paid for cancelled appointments, although the company is. Should I?”
9. QA 7: “Can I get out of a signed employment contract?”
10. QA 8: Fiduciary – Key Words & Phrases

iii. Negotiation

1. NL 1: How to Give Yourself the Job Security and other Benefits of an Employment Contract
2. NL 2: 10 Questions You Need to Ask About “Change Of Control” Provisions
3. NL 3: Sign a Copy Today . . . Just in Case You’re Not “Around” Tomorrow
4. NL 4: In Employment Agreements and Offer Letters – Beware of “Incorporated By Reference”
5. NL 5: “In Hiring Memos, Offer Letters and Employment Agreements, Beware of ‘Words of Intention’”
6. QA 1: “Can my employer require I sign an employment contract long after I started the job, and fire me if I refuse?”
7. QA 2: “My employment contract was replaced by a second one I didn’t sign. Is the second one binding on me?”
8. QA 3: “How should I negotiate a job offer that includes relocating to another country?”
9. QA 4: “Can my boss tell me I have to renegotiate signed customer contracts, or suffer lower commissions if I can’t?”

iv. Enforcement

1. NL 1: “Garden Leave’s Little Secret: It is Not Very Enforceable”
2. QA 1: “Lured into making a job move by an oral promise of six years’ work. Let go after four years. Do I have any recourse?”
3. QA 2: “Can we enforce an employer’s promise to employ us ‘for life?’”
4. QA 3: “If my friend is not getting paid what was promised in her offer letter, does she have any way to correct this?”
5. QA 4: “Can I enforce an agreement to raise my pay if most, but not all, of the required conditions were achieved?”
6. QA 5: “Do I have any recourse if my job responsibilities, and income, are taken from me without notice?”
7. QA 6: “Can I fight my employer for enforcing a rule on me on the basis that others break the rules, too?”
8. QA 7: “Employer has reneged on all agreed terms. What are my rights?”
9. QA 8: “Can a non-compete agreement require that New York law applies even if the company is not in New York?”

v. General

1. NL 1: Sign a Copy Today . . . Just in Case You’re Not “Around” Tomorrow
2. NL 2: The Employee’s “Duty to Mitigate” – What Does That Mean?
3. NL 3: The “Survival Clause” in Employment Agreements – Ignore It, and It Can “Kill” You
4. NL 4: “Employer’s Sole Discretion” in Contracts, Handbooks and Compensation Plans: Six Strong Arguments to Defeat It
5. NL 5: “If my former employer closes, and opens a new company, is my non-compete (or other contracts) valid?”
6. QA 1: “How might I resign, and get the balance of my employment contract paid out to me?”
7. QA 2: “Employment Contract Broken by Employer; New Job Found Right Away: What am I Entitled to?”
8. QA 3: “When an agreement ‘expires’ on a certain date, do you have to also give ‘notice’ of leaving?”
9. QA 4: “If an employee has a Master’s Degree paid for by an employer, based on the employee’s promise to stay three years, or repay the $30,000, what happens if the employee is laid off?”
10. QA 5: “Can I Work for a Licensee or Vendor of my Former Employer?”
11. QA 6: “Once an employment agreement has been terminated, two months later can the employer terminate it again, for a different reason?”
12. QA 7: “Can an employer change a compensation plan retroactively?”
13. QA 8: “If I am offered my dream job, but my teaching contract says I can’t leave, how do I handle it?”
14. QA 9: “Prior notice is required; can I retire now anyway?”
15. QA 10: “If my former employer closes, and opens a new company, is my non-compete (or other contracts) valid?”