Purpose
Produce a jurisdiction-aware first draft of any core employment document — offer letter, engagement letter, separation agreement, consulting agreement, or restrictive covenant clause set — with the specific clauses a tech/SaaS company needs, flags for terms that require attorney review, and short negotiation notes. Eliminates the blank-page problem and the rework of adapting a generic template to state law.
When to Use
Invoke this skill when the user asks to:
- Draft an offer letter or engagement letter for a new hire
- Prepare a separation or severance agreement for a departing employee
- Create a consulting or independent contractor agreement
- Write or adapt non-compete, non-solicit, non-disclosure, or IP assignment language
- Revise an existing agreement to comply with a specific state's rules
- Convert an at-will offer to a fixed-term or executive agreement
Inputs Required
Before starting, collect:
- Document type: Offer letter / engagement letter / separation agreement / consulting agreement / standalone restrictive covenant
- State: U.S. state governing the relationship (drives enforceability and required disclosures)
- Role and classification: Job title and whether exempt/non-exempt, or W-2 employee vs. 1099 contractor
- Compensation terms: Base salary or rate, bonus/commission, equity, benefits, start date
- Key deal terms: At-will vs. fixed-term, severance amount, notice period, or engagement scope
- Restrictive covenants needed: Which of non-compete / non-solicit / NDA / IP assignment apply
- Prior agreement: Any existing contract this replaces or amends (paste if available)
If state-specific covenant rules are unknown, default to the most restrictive interpretation and flag the clause for attorney review.
Instructions
Step 1: Classify the Document and Set the Framework
Confirm the document type and the correct legal frame:
- Offer/engagement letter: At-will default unless a fixed term is specified; include contingencies (background check, I-9, reference)
- Separation agreement: Structure around consideration for a release; check ADEA/OWBPA if employee is 40+ (21-day consideration, 7-day revocation, no waiver of future claims)
- Consulting agreement: Apply the correct worker-classification test for the state (ABC test in CA/MA/NJ; common-law/economic-realities test elsewhere)
- Standalone covenant: Frame as an enforceable restriction only where permitted; identify governing state first
Step 2: Apply State-Specific Enforceability Rules
Adjust restrictive covenants and disclosures to the named state before drafting:
- Non-compete bans/restrictions: Flag that California, North Dakota, Oklahoma, and Minnesota void most employee non-competes; note wage thresholds and notice requirements where they exist (e.g., Illinois, Washington, Colorado, Oregon, Massachusetts)
- Advance-notice rules: Some states require the covenant be provided before acceptance or with a stated review window — build this into the offer sequencing
- Garden leave / consideration: Note states that require independent consideration or paid restricted period
- Pay transparency and disclosures: Include salary-range or wage-notice language where the state requires it
- At-will limitations: Preserve at-will language; avoid promissory phrasing ("permanent," "as long as performance is satisfactory") that can create implied contracts
Step 3: Draft the Core Body
Write the full agreement in numbered sections appropriate to the type. Standard section set by document:
- Offer/engagement letter: Position & duties, start date, classification, compensation, benefits, equity, at-will statement, contingencies, confidentiality/IP reference, entire-agreement clause, signature block
- Separation agreement: Recitals, separation date, consideration/severance, release of claims (with carve-outs), return of property, confidentiality/non-disparagement, cooperation, tax treatment, revocation period, governing law, signatures
- Consulting agreement: Scope of services, term & termination, fees & invoicing, independent-contractor status, IP ownership/work-for-hire, confidentiality, indemnification, governing law, signatures
- Standalone covenant: Definitions, scope, duration, geographic limit, consideration, remedies (injunctive relief, blue-pencil), governing law
Use plain, enforceable contract language. Fill in every term with the actual inputs provided — no bracketed placeholders in the delivered draft.
Step 4: Write Restrictive Covenant Clauses (as applicable)
For each covenant included, draft with defensible, narrowly-tailored terms:
- Non-compete: Reasonable duration (typically 6–12 months for non-executives), defined geographic and functional scope, tie to legitimate business interest
- Non-solicit: Separate customer and employee non-solicit; define the covered population and lookback period
- NDA/confidentiality: Define confidential information, carve out publicly known/independently developed info, include trade-secret and Defend Trade Secrets Act whistleblower notice
- IP assignment: Present assignment of work product; include state-mandated inventor carve-out language (e.g., California Labor Code §2870-style notice) where required
Step 5: Produce the Review-Flag and Negotiation Notes
After the draft, add two short sections:
- Attorney review flags: 4–8 specific clauses or terms that should be reviewed by licensed counsel before use, with a one-line reason each (e.g., "Non-compete duration — verify against current [state] wage threshold")
- Negotiation notes: 3–5 points the buyer's counterpart is likely to push on, and a suggested position for each
Output Format
- Structure: Full agreement in numbered sections, followed by an "Attorney Review Flags" list and a "Negotiation Notes" list
- Length: 1,000–1,800 words depending on document type
- Format: Ready-to-use contract prose with numbered clauses; the two closing sections as bulleted lists
- Sections: Title/parties block → numbered agreement body → signature block → Attorney Review Flags → Negotiation Notes
- Tone: Precise, plain-legal, enforceable — no boilerplate padding, no defined terms left undefined
Quality Checklist
Before delivering output, verify:
- [ ] The document type matches the requested type and uses its correct standard section set
- [ ] All compensation, dates, and role terms from inputs are filled in — zero bracketed placeholders remain
- [ ] State-specific rules were applied (covenant enforceability, disclosures, at-will preservation)
- [ ] Separation agreements for employees 40+ include OWBPA consideration and revocation periods
- [ ] Every restrictive covenant has a defined scope, duration, and geographic/functional limit
- [ ] Attorney Review Flags list has 4–8 items, each with a specific reason
- [ ] A closing disclaimer states this is a draft, not legal advice, and requires licensed-counsel review
Notes
- Always append a disclaimer: this is a drafting aid, not legal advice, and must be reviewed by a licensed attorney in the governing jurisdiction before use.
- Non-compete law changes frequently at the state level — when in doubt on the named state, draft conservatively and flag rather than assume enforceability.
- For multi-state remote hires, the employee's work location generally controls; flag the governing-law and choice-of-forum clauses for review when the parties sit in different states.
- Independent-contractor misclassification is the most common exposure in consulting agreements — keep the status clauses substantive (control, tools, other clients) rather than relying on a label.
How to use this skill
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