Forms-Provider Survey
Employee offer letters, compared clause by clause
A provision-by-provision comparison of widely used employee offer letters, compiled from each form’s own clauses. Provisions a statute requires are marked MUST (with the statute cited); situational provisions only some forms include are marked OPTIONAL; every other provision is standard and shown without a label. Hover a ✓ to see the form’s exact wording and where it appears.
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Market prevalence counts each of the 3 forms once. How this survey is counted
Legend
- ✓ provision present
- 12 months normalized filed term
- · not identified in the filing
- Select a marked cell for the exact wording and location.
| Provision | CC BY 4.0 as of 2026-06-30 34/39 | Cooley GO terms (as-is, all rights reserved) as of 2026-06-27 32/39 | Orrick Start-Up Forms terms as of 2026-06-27 30/39 |
|---|---|---|---|
| Role, reporting & schedule | |||
| Position / title statedStates the specific role or job title being offered. | |||
| Reporting relationship statedIdentifies the manager, role, or function the employee will report to. | |||
| Full-time / part-time basis statedStates whether the position is full-time or part-time (the employment basis). | |||
| Company may change duties / termsReserves the company's discretion to change the employee's position, duties, or other terms from time to time. | |||
| Compensation & payroll | |||
| Base salary / hourly rate statedStates the base salary or hourly compensation rate. | |||
| Paid on regular payroll scheduleStates that compensation is paid in accordance with the company's standard/regular payroll schedule. | |||
| Subject to tax withholding & deductionsMUSTStates that compensation is subject to required tax withholdings and deductions. Statutory MUST — federal income-tax withholding (IRC 26 U.S.C. 3402) and FICA (26 U.S.C. 3102) are mandatory employer obligations. | |||
| Overtime pay for non-exempt / hourly workOPTIONALProvides that the employee is eligible for overtime pay for overtime work in accordance with applicable law (relevant to non-exempt / hourly hires under the FLSA, 29 U.S.C. 207). | · | ||
| Exempt classification / overtime-ineligibility statedOPTIONALExpressly states that the employee is classified as exempt and is therefore not eligible for overtime pay (an FLSA exemption representation). Shown as a typed value (Exempt / Non-exempt) where the form states the classification; absence ⇒ the form does not classify. | · | · | |
| Equity & benefits | |||
| Equity / option award offeredReferences an equity or stock-option award (typically subject to board approval and a governing equity plan and award documents). | |||
| Equity vesting schedule statedStates a specific vesting schedule for the equity award (e.g., four-year vesting with a one-year cliff). Shown as a typed value where the form states the schedule; absence ⇒ the form defers vesting to separate plan/award documents. | |||
| Benefits-plan eligibilityStates that the employee is eligible to participate in the company's benefit plans for similarly situated employees. | |||
| Company may modify / terminate benefitsReserves the company's right to change, modify, or terminate compensation and/or benefit programs at its discretion. | |||
| Vacation / paid time off addressedAddresses vacation or paid-time-off treatment (e.g., accrual, unlimited/non-accrual, or carryover). | · | ||
| Legally mandated benefits acknowledgedOPTIONALAcknowledges benefits mandated by law (e.g., paid sick leave, workers' compensation insurance) that the employer must provide. | · | ||
| Work location & arrangement | |||
| Primary work location statedStates the employee's primary work location and/or remote-work status. Shown as a typed value (onsite / remote / hybrid, or a fill-in) where the form states it; absence ⇒ the form does not address location. | · | ||
| Travel / location-change flexibilityReserves the company's ability to require business travel or to change the work location. | · | ||
| Conditions of employment & conduct | |||
| At-will employment statementStates that employment is at-will and may be ended by either party at any time, with or without cause or notice. | |||
| At-will modifiable only by signed writingProvides that the at-will relationship may be modified only by a written agreement signed by an authorized company representative (often an officer / the CEO). | |||
| CIIAA execution as a conditionRequires the employee to sign a Confidential Information & Invention Assignment Agreement (or equivalent confidentiality/IP agreement) as a condition of employment. | |||
| Compliance with company policiesRequires the employee to comply with company rules, policies, practices, and procedures. | |||
| No use of prior-employer confidential informationProvides that the employee will not use or disclose, or bring onto company premises, any confidential information or property of a former employer. | |||
| No-conflicting-obligations representationEmployee represents that no prior agreement or obligation restricts their ability to perform duties for the company. | |||
| Work-authorization contingencyMUSTConditions the offer on the employee's proof of identity and authorization to work in the United States. Statutory MUST — employers must verify employment authorization via Form I-9 under IRCA (8 U.S.C. 1324a). | |||
| Background / reference-check contingencyConditions the offer on satisfactory background investigation and/or reference checks. | |||
| Duty of loyalty / outside-activities limitOPTIONALRestricts the employee from engaging in competing or conflicting outside business activity during employment. | · | ||
| Dispute resolution (jurisdiction-sensitive) | |||
| Arbitration of employment disputesProvides for binding arbitration of employment-related disputes (enforceability and permissibility vary by jurisdiction). | · | ||
| Class / representative-action waiverOPTIONALWaives the employee's right to bring or participate in class or representative proceedings. | · | · | |
| Jury-trial waiverOPTIONALWaives the right to a jury (or judge / administrative) trial in favor of arbitration. | · | · | |
| Non-arbitrable statutory-claims carve-outOPTIONALCarves out claims that cannot be compelled to arbitration as a matter of law (e.g., California PAGA / FEHA claims). | · | · | |
| General terms & boilerplate | |||
| Entire-agreement / integration clauseStates that the letter (with the CIIAA) is the entire agreement and supersedes prior or contemporaneous agreements (a merger/integration clause). | |||
| Severability / reformationProvides that invalid provisions are severed or reformed and the remainder survives. | |||
| Electronic signature / counterpartsPermits execution by electronic signature and/or in counterparts. | |||
| Acceptance by signatureProvides for the employee's acceptance of the offer by signature/return of the letter. | |||
| Governing law specifiedWhich law governs the offer letter. A form that fixes a named state shows that state; a form that ties governing law to where the employee works, or defers it to a fill-in/cover field, shows that instead. Absence ⇒ no governing-law clause. | · | ||
| Changes require a signed writingProvides that changes to the employment terms require a later written document (amendment) authorized/signed by the company. | · | ||
| No assignment by employeeOPTIONALProvides that the letter is personal to the employee and may not be assigned by the employee (while the company may assign). | · | ||
| Offer expiration dateStates a date on/by which the offer expires unless accepted. | · | ||
| Bonus eligibility addressedOPTIONALAddresses potential bonus eligibility and how bonus programs are administered. | · | · | |