Role & pay. Sales Rep, remote. OTE $150k = $75k base + $75k commission with quotas of 96 meetings/yr and $1M annual revenue. Commissions pay monthly (opportunity creation) and quarterly (revenue). There’s a 3-month ramp/guarantee that front-loads commissions (Month 1 explicitly guarantees 100% of both components). PTO 15 days, company laptop, expense reimbursement (>$500 needs pre-approval). Employment is at-will. New York law & courts govern disputes. (Offer letter, pp. 1–4.)
Exhibit A (IP & confidentiality). Standard NDA + very broad invention assignment: anything you create related to the business during employment belongs to the company; there’s also a perpetual license trap if you use your own pre-existing materials at work; plus non-compete / non-solicit for 1 year after employment; and a perpetual right to use your name/likeness. (Exhibit A, pp. 6–10, 12.)
Highest-priority risks / red flags (with fixes)
Perpetual rights over your pre-existing/side IP (the “trap”).
What it says: If you use any Excluded or Other Inventions (your own prior materials or side work) “in the scope of employment” or include them in a company product, you automatically grant the company a “perpetual, irrevocable, nonexclusive, transferable, worldwide, royalty-free” license, with sublicensing. (Exhibit A §4, p. 6.)
Why it matters: If you bring your own sales decks, prospect lists, templates, scripts, code, etc., you could lose future control/monetization because the company gets forever rights to them (and can transfer/sublicense).
Concrete fixes:
Fill out Schedule A (p. 12) listing all pre-existing materials you might touch—templates, scripts, training decks, analytics sheets, code snippets, tooling. The form is pre-checked “No inventions…”; change that if you have any.
Add a clause: the company’s license to Excluded/Other Inventions (i) is non-transferable, non-sublicensable, (ii) limited to internal use in the field of the company’s business, and (iii) requires prior written consent before you use personal IP at work. Or commit not to use any personal IP at all.
Assignment + moral-rights waiver is extremely broad.
What it says: You assign all IP worldwide in “Assigned Inventions” and waive moral rights (authorship/integrity) even for Excluded/Other Inventions that are licensed to the company. (Exhibit A §6, p. 7.)
Fix: Limit the moral-rights waiver to Assigned Inventions only (i.e., works made for the company) and exclude your Excluded/Other Inventions; or, at least, limit to what’s necessary to exploit deliverables.
Use of name & likeness is perpetual and very broad.
What it says: Company may use your **name, photo, likeness (even caricature), voice, and bio in any media “now known or hereafter developed,” during and after employment, for marketing/advertising, etc. (Exhibit A §16, p. 9.)
Fix: Narrow to during employment and 12 months after, require advance written approval for public ads/testimonials, add a revocation right, and limit to factual credits/case studies.
One-year non-compete & non-solicit across the United States.
What it says: For 1 year post-employment you can’t solicit customers/suppliers/employees and can’t work in any competitive business nationwide (exceptions only for <1% passive stock). (Exhibit A §15, p. 9.)
Why it matters: This can significantly restrict future income. Enforceability varies by state; it’s often disfavored.
Fix: Ask to remove the non-compete and keep a reasonable non-solicit (e.g., customers you actually worked with for 6–12 months, no blanket industry bans). If a non-compete must stay, narrow role, product scope, and geography, and seek garden-leave pay during the restricted period.
Jurisdiction/venue = New York courts.
What it says: NY law applies and exclusive venue is NY courts. (Offer §7, p. 4.)
Why it matters: If your friend resides/works elsewhere, this can increase cost/risk to enforce or defend rights.
Fix: Change to law/venue of the state where the employee primarily works (or allow either party’s home forum).
Company can notify third parties (future employers) about your obligations.
What it says: Company may notify others of these terms during and after employment. (Exhibit A §17, p. 9.)
Fix: Limit to notice necessary to enforce restrictive covenants and require prior written notice to you.
Ongoing “assistance” + power of attorney after termination.
What it says: You must help secure IP rights worldwide after leaving; they can sign docs as your attorney-in-fact. Compensation is “reasonable.” (Exhibit A §7, p. 7.)
Fix: Specify rate caps, reasonable time limits, and limit the power of attorney to ministerial filings for Assigned Inventions only.
Commission plan details not attached here.
Risk: Financial disputes often arise from definitions (what counts as “revenue generated,” timing, clawbacks/returns, territory changes, crediting).
Fix:Get the full plan in writing before signing and add: (i) no retroactive changes, only prospectively with 30 days’ notice; (ii) no clawback once revenue is received; (iii) commissions survive termination for deals you closed or sourced.
What looks standard/okay
At-will employment, PTO 15 days, laptop return, expense reimbursement, and trade-secret immunity notice (DTSA “whistleblower” safe harbor) are all typical. The ramp-up guarantee in Month 1 (and stated Month 2–3 amounts) is a nice plus—just confirm there are no clawbacks. (Offer pp. 1–3; Exhibit A §10, p. 8.)
Focus on the two items you called out
Item 4 (Offer §4 – Background/reference checks). Standard contingency language (company may run background/reference screening consistent with applicable law). Ask them to confirm scope (e.g., criminal history, employment verification only; no credit pull unless legally permitted) and to provide the report before any adverse action. (Offer p. 3.)
Item 16 (Exhibit A §16 – Name & likeness). As noted, this is perpetual and very broad; tighten as suggested above. (Exhibit A p. 9.)
Quick negotiation checklist (copy/paste)
Attach a completed Schedule A with any pre-existing materials; add the license limits (non-transferable, no sublicenses, field-limited, consent required).
Limit moral-rights waiver to Assigned Inventions only.
Narrow/replace the non-compete; keep a reasonable non-solicit.
Add approval + revocation to the name/likeness clause; time-bound use.
Change governing law/venue to employee’s home state (or mutual).
Cap/define post-termination assistance and the power-of-attorney scope.
Get the full commission plan; add protections (no retroactive changes, survival after termination, no clawbacks after receipt).
Confirm background check scope and compliance steps.
