Review Employment Agreement And Prepare Markup Toward Company Positions

---
name: review-employment-agreement-markup-company-positions
task_id: intellectual-property/review-employment-agreement-and-prepare-markup-toward-company-positions
description: Reviewing a draft executive employment agreement against a company playbook and agreed deal points to prepare a redline markup memorandum with proposed replacement language.
activates_for: [planner, solver, checker]
---

# Skill: Review Employment Agreement and Prepare Markup Toward Company Positions

## 1. Subject-matter triage

- Identify the governing documents before marking text: the draft agreement, the executive playbook, the approved offer letter or deal memo, and any referenced equity, incentive, or policy documents.
- Determine whether there is one employee and one agreement in scope; if multiple drafts, versions, jurisdictions, or role-specific addenda exist, enumerate them first and analyze each separately.
- Separate fixed deal points from negotiable points at the outset so preserved terms are carried forward unchanged unless a governing document requires a revision.

## 2. Failure modes the skill is correcting

- Reviewing the draft without anchoring to the approved offer terms, causing already-set commercial points to be reopened or diluted.
- Treating the playbook as optional rather than the company baseline for drafting positions.
- Identifying issues without supplying replacement language that can be dropped into a redline.
- Marking only with visual formatting that may disappear on export instead of using text that preserves the edit in plain form.
- Failing to classify the seriousness of each deviation, which makes the markup harder to action and prioritize.
- Stating conclusions about enforceability, IP ownership, compensation, or severance without naming the governing authority or document basis.
- Blurring the distinction between required corrections and negotiating positions.

## 3. Legal frameworks / domain conventions that apply

- Treat the approved offer letter, signed term sheet, or other agreed deal memo as the commercial baseline for compensation, title, start date, bonus, equity, and severance; the draft should not recharacterize those points without a clear source of authority.
- Preserve at-will employment unless a company-approved exception exists; normalize any language that suggests a fixed term, guaranteed tenure, or termination-for-cause-only standard.
- Review restrictive covenants under the law governing the employee’s work location and, where relevant, the law named in the agreement; test scope, duration, geography, activity restrictions, and enforcement mechanics against that regime.
- Apply the company’s invention-assignment and confidentiality framework to work product, inventions, developments, and moral-rights waivers where enforceable; carve-outs for pre-existing IP should be precise and bounded.
- Align compensation, bonus, commission, equity, and benefits provisions with the approved deal points and the controlling plan, award, or policy documents; when the plan governs, the agreement should incorporate rather than override it.
- Treat severance and change-in-control language as a liability item; compare it to the company’s approved framework and any release, mitigation, or condition-precedent requirements.
- Use the agreement’s own defined terms, cross-references, and incorporated documents as the authority hierarchy; when documents conflict, the controlling document should be identified and reflected in the markup.
- For legal propositions relied on in the markup, cite the governing source by name and section, rule, statute, regulation, or document clause as applicable.

## 4. Analytical scaffolds

1. Build a preserved-terms list from the approved offer letter and any external drafting instructions that memorialize agreed positions.
2. Compare the draft section by section against the playbook and the preserved-terms list.
3. For each provision, classify the text as company-aligned, employee-favorable, internally inconsistent, or dependent on another document.
4. For each deviation, decide whether it is a required correction or a negotiation item.
5. Draft replacement language that is short, operational, and consistent with the company position.
6. Where a provision depends on another document, identify the controlling cross-reference and ensure the markup preserves that hierarchy.
7. Review restrictive covenants, confidentiality, IP, compensation, equity, benefits, severance, termination, and dispute provisions as distinct risk buckets rather than as one combined pass.
8. If the agreement includes multiple employees, locations, or governing-law alternatives, run the same review once per item and keep the markup segregated.

## 5. Vertical / structural / temporal relationships

- Track how one clause affects another: termination language can change severance, restrictive covenant triggers, equity vesting, confidentiality survival, and return-of-property obligations.
- Check whether pre-hire, active employment, and post-termination obligations are treated consistently across the agreement.
- Confirm that obligations tied to a milestone are triggered in the right sequence and do not begin before the condition they depend on.
- Preserve document hierarchy: the agreement should not silently override a plan, policy, award notice, or approved deal point unless that override is intentional and documented.
- If the draft references schedules, exhibits, side letters, or policies, verify that the markup keeps the cross-references coherent and complete.

## 6. Output structure conventions

- Produce a redline markup memorandum in agreement order, with enough context to identify the clause being changed.
- Use explicit textual change markers so the edit is readable even if styling is lost in export: [DELETED: …], [INSERTED: …], or [REPLACED: old → new].
- For each substantive edit, include a short rationale note tied to the company position, governing document, or controlling legal authority.
- Use a uniform ordinal severity label for every entry, stated once and applied consistently, such as Critical, High, Medium, or Low.
- Each issue entry should include:
  - section or clause reference
  - the draft language at issue
  - the deviation or risk
  - the proposed replacement language
  - severity
  - whether it is a required correction or a negotiation item
  - a brief rationale
- Group related edits where they depend on the same legal or commercial point, but do not collapse distinct issues into one entry.
- End with a concise compliance summary confirming which agreed deal points were preserved and which clauses still need business or legal sign-off.
- End with a Recommended Actions block that tells the responsible person what to do next and by when, using imperative verbs and a practical timing anchor tied to the transaction or review cycle.
- Before finalizing, verify that the deliverable contains operative redline language, not just commentary, and that each cited proposition is tied to a source document, agreement clause, or other controlling authority.