9. Contract Clauses
"The large print giveth
and the small print taketh away."
Tom Waits
i. Common Clauses and Provisions
- NL 1: Beware Disclosure of “Prior Inventions” and “Great Ideas”
- NL 2: Garden Leave . . . Is Negotiable
- NL 3: Know Who Your Employer Is? – You May Be Wrong.
- NL 4: The Ambiguities Clause . . . What’s That?
- NL 5: “Background Check” Provision – A Risk to Reduce or Eliminate Entirely
- NL 6: “Change of Control” Provision – 10 Questions You Need to Ask
- NL 7: “Employer’s Sole Discretion” Provisions – Six Points to Consider
- NL 8: “I Am Not Restricted” Clause in Offer Letters – Potential Roadblock
- NL 9: “Incorporated by Reference” Provision – Brings in Other Agreements, etc
- NL 10: “Injunctive Relief” Clauses in Contracts – What Do They Mean?
- NL 11: “Integration” or “Entire Agreement” Clause – Nothing Spoken Counts
- NL 12: “Required Notice” Provision – A Suggested “Win – Win” for All
- NL 13: “Successors and Assigns” Clause – Probably Valuable, If Correctly Written
- NL 14: “Term” or “Duration” Clause – Here are 10 Alternative Improvements
- NL 15: “This Contract Must Be Kept Confidential” Clause – Seven Points to Ponder
- NL 16: “Whereas” Clauses – The “Introduction” Clauses – Don’t be Hoodwinked
- WD 1: Boilerplate – Key Words & Phrases
- WD 2: Incorporated by Reference – Key Words & Phrases
- WD 3: Voluntary – Key Words & Phrases
ii. Suggested Clauses and Provisions
- NL 1: AI Professionals: Special Contract Concerns
- NL 2: Key Man / Key Woman Clause – How to Protect Your Key Business Relations
- NL 3: Offer Letter or Company Plan – Which One Governs?
- NL 4: “In-The-Meantime” Clause – This is One to Remember, and Request
- NL 5: “No Less Favorable” Clause – Helpful, Especially at Negotiation Impasse
- NL 6: “Repayment Obligations When Leaving a Job – How to Get Them Waived”
- NL 7: “Side Letter” – Use to Amend “Standard” or “Existing” Agreements
iii. Miscellaneous Newsletters and Q & A’s
- NL 1: News Flash: Is Full-Time on its Way Out?
- NL 2: Non-Solicitation Does NOT Mean Non-Communication
- NL 3: Promise Received at Work? Ask These Two Critical Questions
- NL 4: Robbery by Repurchase Rights – A Private Equity Story
- NL 5: You Must Protect Your “B.O.B.” (Book Of Business, That Is)
- QA 1: “Any way I can make sure I will get a promised promotion?”
- QA 2: “Can we enforce an employer’s promise to employ us ‘for life?'”
- QA 3: “Does a repayment obligation in an employment contract become invalid if there is no ‘survival clause?'”
- QA 4: “If an agreement is signed by “J. Smith, Pres., XYZ Company,” is it a personal or company obligation?”
- QA 5: “If I can’t get a work visa, can an employer withdraw a job offer?”
- QA 6: “If laid off near year-end, am I entitled to partial bonus?”
- QA 7: “In a ‘successors-and-assigns’ clause, what are the employee’s heirs obligated and entitled to?”
- QA 8: “Is a change-in-control provision in an executive employment agreement the same as a separate change-in-control agreement?”
- QA 9: “Should I get extra compensation for extra services and extra success by my employer?”
- QA 10: “What are ‘Moral Rights’ in things I create at work?”
- QA 11: “What if my employment contract and employee handbook conflict?”
- QA 12: “What is a ‘change of control’ for vesting purposes?”
- QA 13: Workplace Negotiating Insight No. 15: “Standard Language” . . . There’s no such thing.
- QA 14: “Are employers required to reimburse internet expenses for home-based employees?”
- QA 15: “Is this ‘Successors and Assigns’ clause a problem?”
“If you live your life the right way,
your later years will not be a winter,
but rather a harvest.”