"It's Our Standard Contract"
The moment a recruiter or HR rep says "it's our standard contract," treat it as a negotiation prompt, not a closing statement. Every clause in that contract was written by lawyers working for the company. Its defaults favor the company. "Standard" means it hasn't been negotiated yet — not that it can't be.
Most people accept employment contracts unchanged because they don't know what's negotiable, what's risky, and what's genuinely standard. Here's the breakdown.
At-Will Employment vs. Termination Cause
In most US states, at-will employment means either party can end the relationship at any time for any reason. This is common and often unavoidable at larger companies. But the details around termination — specifically notice periods and severance — are negotiable.
Push for: A defined notice period (2–4 weeks is standard; 30–90 days for senior roles), severance of 1–2 weeks per year of service, and clarity on whether you're paid out for accrued vacation.
Non-Compete Clauses
Non-competes vary wildly in enforceability by state — California bans them almost entirely; other states enforce them broadly. But even in states where they're largely unenforceable, a vague non-compete can be used as a threat that costs you money to fight.
What to negotiate: Geographic scope (not "anywhere in the world"), time duration (6–12 months is common; anything over 2 years is aggressive), and specific definition of competing activities. If the role doesn't involve trade secrets, push back on the non-compete entirely.
Key question to ask: "Will the company provide garden leave — continued salary — during the non-compete period?" If not, the enforceability argument weakens considerably.
Intellectual Property Assignment
Most employment contracts include an IP assignment clause saying anything you create during employment belongs to the company. The critical word is "anything" — some contracts are so broad they claim work you do entirely on your own time, with your own equipment, on projects unrelated to your job.
What to do: Add a side letter at signing listing any existing personal projects, open-source contributions, or side business ideas you're working on. Most companies will agree to carve these out. Get it in writing before you sign, not after.
California note: California Labor Code § 2870 limits employer IP claims to work related to the company's business or using company resources. Know your state's protections.
Arbitration Clauses
Mandatory arbitration clauses require disputes to be resolved through private arbitration rather than court. This is deeply unfavorable for employees — arbitration is typically faster and cheaper for companies, arbitrators see repeat business from employers and not employees, and outcomes are rarely appealable.
What to try: Some companies will remove arbitration clauses or carve out discrimination/harassment claims. At minimum, ensure the arbitration clause specifies that the company pays all arbitration costs.
Bonus Clawback Provisions
Sign-on bonuses commonly come with 12–24 month repayment obligations if you leave. This is reasonable in principle — but the specifics matter. Does the clawback apply if you are laid off? If the company is acquired? If they materially change your role? Clawbacks should only trigger on voluntary resignation.
Benefits Waiting Periods
Health insurance, 401k matching, equity vesting — all often have waiting periods. These are usually negotiable at the offer stage. A 3-month health insurance wait is potentially $1,500–3,000 out of pocket. Ask to have it waived or for a one-time payment to cover the gap.
Equity: The Clauses That Matter Most
If you're receiving stock options or RSUs, the most important clauses aren't the grant amount — they're the vesting schedule, the cliff, the post-termination exercise window, and double-trigger acceleration.
- Standard cliff: 1 year (nothing vests until you've been there a year)
- Post-termination exercise window: The standard 90 days is punishing for early employees with valuable options. Push for 1–5 years.
- Double-trigger acceleration: Ensures your unvested equity vests if the company is acquired AND you're laid off within 12–18 months. Single-trigger (just the acquisition) is harder to get but worth asking for.
What "Standard" Actually Looks Like
At a well-run company, a standard employment contract has: at-will employment with 2-week notice, a reasonable NDA covering actual trade secrets, IP assignment limited to work-related output, and equity terms matching the above norms. Anything significantly more aggressive than this isn't "standard" — it's the opening position of a negotiation.