The offer is exciting and the paperwork looks standard. It is not. The terms that decide what happens if the job goes badly are written before you start, and the week before you sign is the only week you can change them.
Most people read an employment agreement once, on the day it arrives, looking for the salary. The provisions that matter later sit further down and are written to be skimmed past.
A review is a short, defined piece of work with a written product at the end of it.
The same handful of provisions produce nearly all the later disputes.
The number is the part everyone reads. What matters in a dispute is the mechanism. Whether a bonus is discretionary or formula-driven, whether you must be employed on the payout date to receive it, when a commission is treated as earned, and whether commissions on deals you sourced survive your departure. A plan that pays well while you are there and pays nothing on the way out is a common and entirely lawful structure.
Ohio is an at-will state, so absent contrary language either side can end the relationship for any reason that is not unlawful. A written agreement can change that, and the definitions do the work. A broad, subjective cause definition lets an employer avoid severance obligations by characterizing an ordinary performance dispute as cause. Notice periods, garden leave, and any severance triggered by a without-cause termination all belong in this same read.
Non-compete, non-solicitation, no-hire, and confidentiality provisions frequently appear in a separate schedule, an equity award document, or a handbook incorporated by reference rather than in the agreement itself. Ohio enforces them only so far as they are reasonable, and an Ohio court that finds a covenant overbroad will usually narrow it rather than strike it, which means assuming an unreasonable restriction will simply fail is a poor plan. This is covered at length on the non-compete review page.
An arbitration clause moves every future dispute out of court and in front of a private arbitrator, commonly paired with a waiver of class and collective actions, limited discovery, and almost no appeal. It is among the most consequential terms in the document and among the least read, because it sits near the back and looks like boilerplate.
Assignment clauses are often drafted to reach work created on your own time and equipment, and sometimes to reach ideas conceived before you started. Carve-outs for prior inventions and for work genuinely unrelated to the employer's business are ordinary requests, and they are far easier to obtain before signing than to argue about later.
Signing bonuses, relocation packages, tuition assistance, and training costs are increasingly subject to repayment if you leave within a stated period. Whether the obligation applies when the employer terminates you, and whether it is prorated or all-or-nothing, is worth establishing before the money arrives rather than after.
A common assumption is that an agreement presented after you have already started, with no raise or promotion attached, cannot bind you because you received nothing for it. In Ohio that argument generally fails. The Ohio Supreme Court held in Lake Land Employment Group of Akron, LLC v. Columber, 101 Ohio St.3d 242, 2004-Ohio-786, that consideration exists where an employer continues an at-will employment relationship it could otherwise lawfully end. Continued employment is the consideration.
That decision settles the consideration question and nothing else. Whether a particular restriction is reasonable, whether the employer performed its own obligations, and whether the agreement is unenforceable for some other reason all remain open. But the instinct to sign now and challenge later on the theory that nothing was exchanged is not a plan.
Professional agreements carry terms that general templates do not, and the money in them is usually in the mechanics rather than the headline figure.
Physician agreements turn on productivity and collections-based compensation formulas, call coverage obligations, and whether the practice or the physician pays for tail coverage when a claims-made malpractice policy ends. Tail premiums are frequently a five-figure obligation that surfaces only on departure. Restrictive covenants in these agreements are typically drawn around the practice's service area rather than a simple radius, and Ohio has no statute governing physician non-competes, so they are analyzed under the same common-law reasonableness framework as any other covenant.
Executive agreements add equity and deferred compensation, change-in-control provisions, and forfeiture-for-competition clauses that operate without anyone going to court. Those are covered on the executive employment page.
Lawyers are a special case. Ohio Prof.Cond.R. 5.6 prohibits an agreement that restricts a lawyer's right to practice after the relationship ends, with narrow exceptions, so a restrictive covenant that would be ordinary in another field may be improper in a legal employment agreement.
Send the full agreement and everything it references. Offer letters routinely incorporate documents by reference that contain the restrictive covenants, and reviewing the offer letter alone misses them. That usually means the agreement itself, any schedules or exhibits, the commission or bonus plan, any equity award agreement, the employee handbook if it is incorporated, and any separate confidentiality or inventions assignment document.
Send it as soon as you have it. The most common way this goes wrong is not a bad term, it is arriving with two hours left on an exploding offer. If a deadline is already running, lead with the date when you write.
If you are also leaving a job to take this one, send the agreement you signed with your current employer at the same time. The two documents have to be read against each other, and a restriction you already agreed to years ago can shape what you are able to accept now.
A contract review is a flat fee, quoted before any work begins, for a scope defined at the same time. The usual scope is the read, the written analysis, the marked list of terms worth negotiating with proposed language, and a call to work through it. If the matter expands, for instance into extended back-and-forth with the employer's counsel, you are told and the engagement is re-quoted rather than billed past what you agreed to.
Timing is normally set by someone else's deadline. An offer that expires or a start date drives the schedule. Reviews are typically completed within three business days of receiving your documents, depending on the volume of material and current caseload, and often faster where a deadline is close. Whether a particular date can be met is confirmed on the first call, before you commit.
Negotiating on your behalf is a separate decision. Most people send the proposed language themselves, because a request that comes from the candidate rather than from counsel reads differently at the offer stage. Where direct involvement makes sense, that is discussed and quoted separately.
The first call is free. Its purpose is to establish what you have been handed, what the deadline is, and whether a review is worth it at all. Sometimes the answer is that the agreement is unremarkable and you should sign it.
Every matter is different. Descriptions of typical timing, fees, and outcomes are general and do not guarantee any particular result in your case.
It is the only moment you have leverage. Once you sign, the terms are the deal, and the clauses that cause problems later — restrictive covenants, how commission or bonus is actually earned, what counts as cause, arbitration — are all negotiable beforehand and almost never afterward. A review before signing costs a fraction of untangling the same terms after a dispute.
More than most people assume. The scope and length of a non-compete or non-solicit, severance on a without-cause termination, the definition of cause, notice periods, how commission is treated after you leave, relocation and clawback terms, and the carve-outs to an inventions assignment are all commonly negotiated. Base salary is often the least flexible term in the document.
In Ohio it can. The Ohio Supreme Court held in Lake Land Employment Group of Akron, LLC v. Columber that continuing an at-will employment relationship is itself consideration for a non-competition agreement an existing employee is asked to sign. So the argument that you got nothing extra for signing is generally not available. Whether the restriction is reasonable is a separate question.
Usually. An arbitration clause moves any future dispute out of court and in front of a private arbitrator, frequently with a waiver of class or collective actions and limited discovery and appeal rights. It is one of the most consequential provisions in the document and one of the least noticed, because it sits near the back and reads as boilerplate.
Yes. Physician, executive, and other professional agreements carry terms general templates do not, including productivity and collections-based compensation, call coverage, tail insurance on claims-made malpractice policies, and restrictive covenants drawn around a practice's service area. Ohio has no statute governing physician non-competes, so they are analyzed under the same common-law reasonableness framework as any other.
Reviews are typically completed within three business days of receiving your documents, depending on the volume of material and current caseload, and often faster where an offer deadline is close. If you already have a date by which you must respond, say so when you write and it will be confirmed on the first call whether that date can be met.
Discuss your situation with attorney Sean H. Sobel. No obligation, no cost to talk.
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