Extract Restrictive Covenant Terms From Executive Employment Agreement

---
name: extract-restrictive-covenant-terms-from-executive-employment-agreement
task_id: employment-labor/extract-restrictive-covenant-terms-from-executive-employment-agreement
description: Guides the analyst in producing a structured restrictive covenant summary memorandum that identifies restrictive covenants across multiple agreements, flags inter-agreement conflicts, and assesses consideration adequacy and applicable-law enforceability.
activates_for: [planner, solver, checker]
---

# Skill: Extract Restrictive Covenant Terms from Executive Employment Agreement

## 1. Subject-matter triage

- Confirm the full source set before analysis: the main employment agreement, any amendment, any equity award agreement, and any instruction email or side letter that changes, explains, or limits post-employment restrictions.
- Treat each source as potentially operative on different terms, dates, and parties; do not assume the later document supersedes the earlier one unless the text says so.
- If only one covenant family appears across the materials, say so explicitly and explain why no additional covenant family is implicated.
- Surface any stated governing law, forum, or choice-of-law language early, because enforceability analysis depends on it.

## 2. Failure modes the skill is correcting

- Analyst extracts covenant terms from one agreement without reviewing related amendments, equity award documents, or other communications that may impose additional or conflicting restrictions on the same person.
- Analyst describes restrictive covenant duration and scope without assessing whether a later expansion was supported by adequate new consideration at the time of signing.
- Analyst identifies a non-disparagement clause without assessing whether it could be read to prohibit protected employee activity or without checking for a savings carve-out.
- Analyst does not identify whether the applicable state's courts will reform an overbroad covenant or whether overbreadth renders the entire agreement unenforceable, which is outcome-determinative for enforcement strategy.
- Analyst collapses distinct post-employment duties into one generic restriction instead of separating non-compete, non-solicit, confidentiality, non-disparagement, cooperation, garden leave, and related obligations.
- Analyst states legal risk without tying it to the governing authority that controls the enforceability question.

## 3. Legal frameworks / domain conventions that apply

- Inter-agreement covenant comparison: when a person has multiple agreements containing restrictive covenants, each document must be reviewed separately; the covenants in different documents may have different durations, scopes, or geographic limits that apply concurrently; conflicts must be identified and analyzed.
- Competitive activity definition conflicts: related agreements may define competitive activity or competitive business differently; a broader definition in one document may cover activities the person believed were permitted under a narrower definition in another.
- Consideration for mid-employment covenant expansion: when an agreement amendment expands a restrictive covenant after the relationship has already commenced, many states require new and independent consideration beyond continued employment; identify the consideration provided at the time of the expansion.
- Reform versus void-in-toto: states differ on whether courts will reform an overbroad covenant to make it enforceable; states that do not permit reformation may void the entire covenant if any element is overbroad; identify the applicable state's approach and its consequence for enforcement.
- Protected activity and non-disparagement: a non-disparagement clause that is broadly worded may restrict protected employee activity, such as discussing wages, hours, or working conditions; clauses without an appropriate savings carve-out can carry labor-law risk under the NLRA and related authority.
- Garden leave consideration: a garden leave provision obligates the employer to pay salary during the non-compete period; if mandatory, it may constitute consideration for the restriction; if discretionary, it may not.
- Cooperation covenant: post-employment cooperation clauses require the person to assist with litigation and regulatory matters; if the clause does not specify a time limit, compensation for time, or reimbursement of expenses, it may create open-ended obligations and enforceability risk.
- Confidentiality scope: confidentiality should be distinguished from a true restraint on competition; overbroad confidentiality tied to business information, trade secrets, or inventions may affect post-employment mobility even if it is not labeled a non-compete.
- Governing authority should be cited for each legal proposition relied on, including state restrictive-covenant law, trade-secret authority, and any federal labor-law limitation on protected concerted activity.

## 4. Analytical scaffolds

- Covenant-by-covenant extraction: from all source documents, extract every restrictive covenant, including non-compete, customer non-solicitation, employee non-solicitation, confidentiality, non-disparagement, cooperation, garden leave, and any analogous post-employment restraint; note the source document for each.
- Document-level inventory first: list each agreement and each covenant family it contains before drawing conclusions; then analyze each covenant family separately across all documents that address it.
- Inter-agreement comparison: for covenants that appear in more than one document, compare duration, scope, triggering events, definitions, exceptions, and geographic reach; identify any conflict, overlap, or ambiguity.
- Consideration assessment: for each covenant, identify when it was signed relative to the commencement of employment; for mid-employment expansions, identify the consideration provided at the time of the expansion and whether it appears independent of mere continued employment.
- Reformation analysis: identify the applicable state; state its approach to reforming overbroad covenants; explain the consequence for enforcement if any covenant element is overbroad.
- Protected-activity assessment: assess the non-disparagement clause against the relevant labor-law standard; note whether a savings carve-out is present.
- Garden leave enforceability: assess whether garden leave is mandatory or discretionary; explain the impact on consideration adequacy and on the practical restriction period.
- Compliance consequence framing: for each issue, tie the drafting point to the likely downstream effect on enforceability, litigation posture, or employee mobility.
- Authority support: state the controlling statute, regulation, or leading case that supports each legal conclusion you draw.

## 5. Vertical / structural / temporal relationships

- Track the chronology of signing carefully: original agreement, amendment, equity award, and instruction email may each alter obligations at different times.
- Distinguish pre-employment covenants from mid-employment expansions and from post-termination covenants; each may raise a different consideration and enforceability question.
- Note whether a restriction begins during employment, at termination, or upon some triggering event such as vesting, separation, or involuntary termination.
- If one document incorporates another by reference, trace the incorporated terms rather than assuming the later document is self-contained.
- If a restriction survives termination only for a stated period, identify the start and end trigger with precision and indicate whether extensions are tied to breach, tolling, or equitable relief.
- If multiple documents govern the same conduct, explain which provision is narrower, which is broader, and whether the broader provision is likely to control absent express limiting language.

## 6. Output structure conventions

- Format as a restrictive covenant summary memorandum.
- Begin with a short source-set overview identifying the documents reviewed and the governing law information visible from the materials.
- Organize the memo by covenant type: non-compete, customer non-solicitation, employee non-solicitation, confidentiality, non-disparagement, cooperation, and any garden leave or analogous post-employment payment obligation.
- For each covenant type, use the same internal sequence: source document(s) → operative term and duration → scope and trigger → consideration → enforceability concerns → governing-law issues → practical effect.
- Include a separate inter-agreement comparison section that identifies overlapping, inconsistent, or supplementary restrictions and explains which term is broader or more burdensome.
- Include a short state-law enforceability section stating the relevant rule for overbreadth, reformation, or invalidation, using the controlling authority by name.
- Include a protected-activity section for any non-disparagement or cooperation language that could touch wage, hour, working-conditions, or similar rights.
- Close with an overall enforcement-feasibility assessment that ranks the covenant package qualitatively and explains the main reasons for the risk level.
- End with a Recommended Actions block that gives concrete next steps, assigns the likely responsible role, and ties timing to the next signing, closing, or enforcement milestone.
- Use concise memo prose; do not reproduce lengthy quotations unless needed to identify the operative language, and prefer paraphrase with pinpoint references to source documents.