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I review employment agreements before you sign away your rights.

Offer letters, employment agreements, non-competes, equity agreements, severance packages, PIIAs. I flag restrictive covenants, IP assignment overreach, non-compete traps, and clawback clauses that could cost you years of earnings.

Sergei Tokmakov, Esq. · CA Bar #279869 · 1,800+ projects completed
Sergei Tokmakov, Esq., California attorney
🤖 AI Legal Analyst

Ask my AI Legal Analyst about your employment agreement

Tell it about the offer, the equity, and any restrictive covenants and it will point you to the right package: the $240 Written Attorney Consultation for an issue-spotting read, or the $575 Create or Redline for tracked-changes and replacement language. A full clause-by-clause review is the paid engagement, not this chat. AI-generated legal information, not legal advice.

Pricing & scope free · instant · no email

$240 Written Attorney Consultation: I read one offer letter or agreement (up to 30 pages), identify the highest-risk clauses (non-compete, IP assignment, equity vesting, restrictive covenants, severance), and send a written attorney evaluation with a plain-English risk summary and a go / no-go recommendation. Two business-day turnaround. No redrafting at this tier. $575 Create or Redline: full clause-by-clause review, enforceability analysis under applicable state law, tracked redlines, a clean recommended version, and replacement language, with up to three rounds of email revisions. Unusual or multi-document scope bills at $240 per hour.

A full review of every clause, non-compete enforceability analysis under applicable state law, a California compliance check (non-compete ban, ABC test, PAGA, FEHA), IP assignment and PIIA scope review, equity vesting, acceleration, and clawback review, tracked-change redlines, a clean signature-ready version, and replacement language for restrictive covenants and severance terms. Up to three rounds of email revisions are included; overflow bills at $240 per hour.

Start the $575 Create or Redline

Yes. The $575 Create or Redline includes attorney-drafted replacement language for problematic clauses (overbroad non-compete, IP overreach, missing double-trigger acceleration, severance traps) plus negotiation guidance on which points are worth pushing on, with up to three rounds of email revisions. If you want me to engage the employer's counsel directly by email or phone, that is arranged at $240 per hour.

Start the $575 Create or Redline

Yes. I review non-compete clauses in employment agreements, standalone non-compete agreements, and restrictive covenant provisions in severance packages, and I analyze enforceability under applicable state law. For California-governed agreements, non-competes are void under Bus. and Prof. Code section 16600 with narrow exceptions; I flag those clauses and identify whether the broader agreement still works without them. Issue-spotting fits the $240 consultation; redlines and replacement language are the $575 tier.

Send the offer letter or employment agreement and any related equity plan, PIIA, severance terms, or restrictive covenants, as PDF, Word, or even a photo, plus a short note on your concerns. Turnaround: the $240 Written Attorney Consultation is two business days from receipt; the $575 Create or Redline is usually 3 to 5 business days. Rush 24 to 48 hour turnaround may be available for an added fee on either tier.

Ask the AI about your agreement
1,800+
Projects
700+
5-Star Reviews
15+
Years Licensed
24-48hr
Rush Available

Pick the tier that matches your situation

Not sure? Email me the agreement and I will recommend the right tier.

Written Attorney Consultation

Best for a quick written attorney read on one offer letter or employment agreement
$240 flat fee
2 business days from receipt
  • One agreement, up to 30 pages
  • Written attorney evaluation by email
  • Top risk clauses identified (non-compete, IP assignment, restrictive covenants)
  • Equity vesting and severance red flags
  • Plain-English risk summary
  • Go / no-go recommendation
  • No redrafting or redlines at this tier
Start Written Attorney Consultation

Additional Attorney Review Time

Best for unusual scope or multi-document executive overflow
$240 per hour
Multi-hour matters quoted up front
  • Hourly attorney work outside the flat-fee tiers
  • Multi-document executive review (offer letter + stock plan + ESPP + side letter)
  • Extended back-and-forth negotiation with employer's counsel
  • Executive compensation and 280G analysis
  • Complex restrictive covenant carve-out drafting
  • Indemnification and D&O coverage review
  • Multi-hour matters: buy multiple units or I will send a custom invoice
Start One Hour

Rush turnaround: Rush 24-48 hour turnaround may be available for an added fee. Email the offer letter first; I will confirm rush feasibility before you pay.

What a review actually looks like

These are anonymized examples from recent client work. Every review is done by me personally, not by AI and not by a paralegal.

Tech Company Offer Letter

VP-level offer with 12-month non-compete and broad IP assignment

Offer included 12-month nationwide non-compete and IP assignment covering all inventions during employment. I flagged the non-compete as likely unenforceable under California law and identified IP clause would assign pre-existing work.

Result: Negotiated non-compete down to 6 months with carve-outs, narrowed IP assignment to work product only.
Startup Equity Agreement

4-year vesting with single-trigger acceleration only

Standard 4-year vesting with 1-year cliff. Equity agreement included single-trigger acceleration on acquisition only. I identified missing double-trigger provision that would protect employee if terminated post-acquisition.

Result: Got company to add double-trigger acceleration on acquisition + termination without cause.
Severance Package

Executive severance with 18-month non-compete and mutual release

Severance package offered $120K in exchange for 18-month non-compete and broad mutual release. I flagged overbroad release that waived WARN Act claims and identified non-compete that would prevent work in entire industry.

Result: Negotiated $45K increase in severance, narrowed non-compete scope, and preserved statutory claims.
PIIA Review

Proprietary Information and Inventions Assignment Agreement

Standard PIIA included clause assigning all inventions conceived during employment to employer, including work done off-hours. I found clause would assign pre-existing IP from prior side projects to new employer.

Result: Added carve-out schedule protecting 3 prior projects and clarified assignment limited to work product.

Issues I flag in employment agreements

Every agreement is different, but these are the areas where I consistently find risk that employees did not expect.

Non-compete enforceability — State-specific analysis of restrictive covenants
🔒
IP assignment scope — What inventions are you assigning to employer?
📈
Equity vesting and acceleration — Single vs. double-trigger, cliffs, exercise windows
💰
Clawback provisions — When can employer reclaim bonuses or equity?
🔄
Severance conditions — What triggers severance and what do you waive?
📝
Restrictive covenant scope — Non-solicitation, non-compete, customer restrictions
At-will carve-outs — Does agreement create implied contract for cause?
📋
Garden leave provisions — Paid leave during non-compete period

How it works

Send me the agreement

Email the offer letter, employment agreement, or severance package as PDF, Word, or even a photo. Tell me your concerns and what you are trying to accomplish.

I confirm scope and timeline

I reply with the recommended tier, the flat fee, and the turnaround time. No work starts until you approve.

I review every clause

You get a marked-up copy with risks highlighted, replacement language where needed, and a plain-English explanation of what matters and what does not.

I walk you through next steps

I explain what to push back on and how. If you need the clauses rewritten with redlines and replacement language, I handle that in the $575 Create or Redline tier.

Before you sign that offer letter, know exactly what you are giving up.

Send me the agreement. I will confirm the right tier, the fee, and what I need from you.

Send Me Your Agreement →

What clients say about my employment agreement reviews

700+ reviews on Upwork

California Employment Agreement Review
★★★★★ 5.0

"Very detailed and timely responses to all my queries. He was very knowledgeable of California Employment Contract Law and did a very good job of explaining all the nuances and options. I would recommend and hire again."

$480 · Employment agreement review
Startup Equity and Non-Compete Review
★★★★★ 5.0

"Sergei reviewed my offer letter and equity agreement for a startup role. He caught a missing double-trigger provision that would have cost me my equity if the company was acquired and I was terminated. Got it fixed before I signed."

$575 · Create or Redline Existing Contract
Executive Severance Package Negotiation
★★★★★ 5.0

"I was offered a severance package with an 18-month non-compete. Sergei identified several issues with the release and non-compete scope. He drafted replacement language that I sent back to the company. They accepted most of his changes and increased the severance by $45K."

$575 · Create or Redline Existing Contract

Frequently asked questions about employment agreement review

What is the difference between the two flat-fee employment agreement review tiers?

Written Attorney Consultation ($240): I read the offer letter or employment agreement (up to 30 pages), identify the highest-risk clauses (non-compete, IP assignment, equity vesting, restrictive covenants, severance), and send a written attorney evaluation with plain-English risk summary. Two business day turnaround. No redrafting at this tier. Create or Redline Existing Contract ($575): I review every clause, analyze non-compete enforceability under applicable state law, check California compliance (non-compete ban, ABC test, PAGA, FEHA), review equity and vesting terms, and deliver redlined edits plus a clean recommended version with replacement language. Includes up to three rounds of email-based revisions. Unusual scope (multi-document review including stock plans and ESPP docs, extended negotiation, executive compensation analysis) is billed at $240 per hour.

How long does an employment agreement review take?

Written Attorney Consultation: 2 business days from receipt. Create or Redline Existing Contract: usually 3-5 business days from receipt of the agreement and any context, depending on length and complexity. Rush 24-48 hour turnaround may be available for an added fee on either tier. Email the offer letter first and I will confirm rush feasibility before you pay. If a complex executive package genuinely needs more time, I will tell you up front.

Can you help me negotiate my employment agreement?

Yes. The $575 Create or Redline tier includes attorney-drafted replacement language for problematic clauses (overbroad non-compete, IP overreach, missing double-trigger acceleration, severance traps) plus negotiation guidance explaining which points are worth pushing on. Up to three rounds of email-based revisions are included at the flat fee. If you need me to engage directly with the employer's counsel by email or phone, that can be arranged at $240 per hour.

Do you review non-compete agreements?

Yes. I review non-compete clauses in employment agreements, standalone non-compete agreements, and restrictive covenant provisions in severance packages. I analyze enforceability under applicable state law. For California-governed agreements, non-competes are void under Bus. and Prof. Code section 16600 with narrow exceptions; I flag those clauses and identify whether the broader agreement still works without them.

Can you review equity and stock option agreements?

Yes. I review equity agreements, stock option grants, RSU agreements, and vesting schedules within the $575 Create or Redline tier when they are part of the same offer package. I flag issues like single-trigger vs. double-trigger acceleration, clawback provisions, post-termination exercise windows, and IP assignment tied to equity grants. Multi-document executive packages with separate stock plans, ESPPs, and side letters are billed at $240 per hour.

What if the employment agreement is governed by a state other than California?

I review employment agreements governed by any state's law. The analysis focuses on risk identification, clause structure, and negotiation strategy. Where state-specific issues arise (like non-compete enforceability, which varies significantly by state), I will flag them and explain the implications under that jurisdiction's law. For deeply jurisdiction-specific questions outside California, I may recommend confirming with local counsel.

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