Checklists
Choose the agreement you are reviewing, then find the relevant baseline or jurisdiction-specific checklist.
Non-Compete Reviewer Checklists
OpenAgreementsNon-Compete Agreement Reviewer ChecklistA clause-by-clause reviewer checklist for employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — CaliforniaA clause-by-clause reviewer checklist for California employee restrictive covenant agreements — Bus. & Prof. Code § 16600 voids non-competes and customer non-solicits by default, so the review screens for void clauses that create employer liability and checks the surviving confidentiality suite.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — AlabamaA clause-by-clause reviewer checklist for Alabama employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the Restrictive Covenant Act's void-by-default rule, safe-harbor categories, signature formalities, and professional exemption.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — ArizonaA clause-by-clause reviewer checklist for Arizona employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the Valley Medical Specialists v. Farber reasonableness test and Arizona's strict trim-only blue pencil, which strikes overbroad terms but never rewrites them.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — ColoradoA clause-by-clause reviewer checklist for Colorado employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under C.R.S. § 8-2-113's earnings thresholds, notice rule, and health-care provider ban.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — MaineA clause-by-clause reviewer checklist for Maine employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under 26 M.R.S. § 599-A's wage-floor ban, disclosure duties, and delayed-effectiveness rule.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — IllinoisA clause-by-clause reviewer checklist for Illinois employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the Illinois Freedom to Work Act (820 ILCS 90), including the earnings thresholds, consideration rule, and 14-day notice gate.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — KansasA clause-by-clause reviewer checklist for Kansas employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the four-factor Weber v. Tillman reasonableness test and the K.S.A. 50-163 non-solicitation safe harbors.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — PennsylvaniaA clause-by-clause reviewer checklist for Pennsylvania employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the Socko four-part test, the new-consideration rule for mid-employment covenants, and Act 74's health care restrictions.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — VirginiaA clause-by-clause reviewer checklist for Virginia employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under Va. Code § 40.1-28.7:8's low-wage, overtime-eligible, health-care-professional, and severance rules plus Virginia's strict common-law reasonableness test.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — WashingtonA clause-by-clause reviewer checklist for Washington State employee restrictive covenant agreements — earnings thresholds, disclosure and consideration timing, layoff pay, and the 2027 ban under chapter 49.62 RCW.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — WyomingA clause-by-clause reviewer checklist for Wyoming employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under Wyo. Stat. § 1-23-108 and Wyoming case law.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — AlaskaA clause-by-clause reviewer checklist for Alaska employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the Data Management reasonable-necessity test and Alaska's good-faith reasonable-alteration rule.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — ArkansasA clause-by-clause reviewer checklist for Arkansas employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under Ark. Code Ann. § 4-75-101's protectable-interest test, two-year presumption, mandatory reformation, and physician ban.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — ConnecticutA clause-by-clause reviewer checklist for Connecticut employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the common-law five-factor reasonableness test and Connecticut's occupation-specific statutes.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — HawaiiA clause-by-clause reviewer checklist for Hawaii employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under HRS chapter 480's restraint-of-trade framework and the technology-business employee ban.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — MassachusettsA clause-by-clause reviewer checklist for Massachusetts employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the Noncompetition Agreement Act, G.L. c. 149, § 24L, and Massachusetts case law.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — New YorkA clause-by-clause reviewer checklist for New York employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the common-law BDO Seidman reasonableness test and New York case law.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — North DakotaA clause-by-clause reviewer checklist for North Dakota restrictive covenant agreements — N.D.C.C. § 9-08-06 voids non-competes and customer non-solicits, so the review screens for void restraints and then checks the confidentiality, trade-secret, and anti-raiding clauses that survive.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — TennesseeA clause-by-clause reviewer checklist for Tennessee employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the Hasty reasonableness test and the 2026 statute that voids non-competes below $70,000 and presumes long time restraints unreasonable.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — DelawareA clause-by-clause reviewer checklist for Delaware employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under Court of Chancery reasonableness review, where recent decisions increasingly refuse to blue-pencil an overbroad covenant rather than rewrite it.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — FloridaA clause-by-clause reviewer checklist for Florida employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under Fla. Stat. § 542.335 and the 2025 CHOICE Act.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — GeorgiaA clause-by-clause reviewer checklist for Georgia employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the Georgia Restrictive Covenants Act's reasonableness standard, employee-category gate, and durational presumptions.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — IdahoA clause-by-clause reviewer checklist for Idaho employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under Idaho Code title 44, chapter 27's key-employee gate, eighteen-month safe harbor, and mandatory judicial modification.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — IndianaA clause-by-clause reviewer checklist for Indiana employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the common-law reasonableness test, the strict eraser blue pencil, and the layered physician statutes.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — LouisianaA clause-by-clause reviewer checklist for Louisiana employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under La. R.S. 23:921's void-unless-excepted rule, parish-naming requirement, two-year cap, and occupation carve-outs.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — MarylandA clause-by-clause reviewer checklist for Maryland employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under Md. Code, Lab. & Empl. § 3-716's worker-class voids, the clinician cap, and the Becker reasonableness test.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — MichiganA clause-by-clause reviewer checklist for Michigan employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under MCL § 445.774a's reasonable-competitive-business-interest test and scope limits.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — New HampshireA clause-by-clause reviewer checklist for New Hampshire employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under RSA 275:70's pre-acceptance notice rule, the RSA 275:70-a low-wage ban, and the three-part reasonableness test.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — New JerseyA clause-by-clause reviewer checklist for New Jersey employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the Solari/Whitmyer three-part reasonableness test, the occupational bars, and the discrimination-claim concealment rule.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — New MexicoA clause-by-clause reviewer checklist for New Mexico employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the Lovelace reasonableness test, the Piano consideration rule, and the § 24A-4-2 health-care practitioner ban.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — OregonA clause-by-clause reviewer checklist for Oregon employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under ORS 653.295's notice rule, salary threshold, 12-month cap, garden-leave path, and the 2025 medical-licensee ban.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — South CarolinaA clause-by-clause reviewer checklist for South Carolina employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the five-factor common-law reasonableness test, where an overbroad covenant fails whole and no court will narrow or reform it.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — TexasA clause-by-clause reviewer checklist for Texas employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under Tex. Bus. & Com. Code § 15.50's ancillary-agreement test, mandatory reformation, and the physician and health-care-practitioner buyout rules.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — WisconsinA clause-by-clause reviewer checklist for Wisconsin employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under Wis. Stat. § 103.465, where an overbroad term voids the covenant in full and no court will narrow it.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — District of ColumbiaA clause-by-clause reviewer checklist for District of Columbia employee restrictive covenant agreements — the District bans non-competes for employees below an annually adjusted pay threshold and enforces a covenant against a highly compensated employee only if it clears strict scope, duration, and 14-day notice gates.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — IowaA clause-by-clause reviewer checklist for Iowa employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the Revere Transducers three-prong reasonableness test and Iowa's narrow occupation statutes.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — KentuckyA clause-by-clause reviewer checklist for Kentucky employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the common-law fair-protection standard, the Creech new-consideration rule for existing employees, and the temporary health-care staffing ban.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — MississippiA clause-by-clause reviewer checklist for Mississippi employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the Texas Road Boring reasonableness balance, the Empiregas bad-faith-termination defense, and the Frierson and Cascio tolling split.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — MissouriA clause-by-clause reviewer checklist for Missouri employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the Copeland trade-secrets-or-customer-contacts test and the section 431.202 and 431.204 safe harbors.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — MontanaA clause-by-clause reviewer checklist for Montana employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under Mont. Code Ann. § 28-2-703, where absolute restraints are void and only reasonable partial restraints survive.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — NebraskaA clause-by-clause reviewer checklist for Nebraska employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under Nebraska's three-part reasonableness test, where a customer covenant survives only when limited to customers the employee personally served and no court will rewrite an overbroad restraint.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — NevadaA clause-by-clause reviewer checklist for Nevada employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under NRS 613.195's four-part test, hourly-worker ban, volunteer-customer carve-out, and mandatory judicial revision.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — North CarolinaA clause-by-clause reviewer checklist for North Carolina employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the Whittaker five-element test, the § 75-4 signed-writing rule, and the strict blue-pencil doctrine.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — OhioA clause-by-clause reviewer checklist for Ohio employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the Raimonde reasonableness test, with discretionary reformation and litigation tolling in view.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — OklahomaA clause-by-clause reviewer checklist for Oklahoma restrictive covenant agreements — screening void non-competes under 15 O.S. § 217, fitting customer non-solicits to § 219A's direct-solicitation shape, and checking the surviving confidentiality and anti-raiding suite.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — Rhode IslandA clause-by-clause reviewer checklist for Rhode Island employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the ch. 28-59 worker-category bans, the physician and APRN practice-restriction statutes, and strict common-law reasonableness.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — South DakotaA clause-by-clause reviewer checklist for South Dakota employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under SDCL 53-9-11's statutory whitelist, the two-year and specified-area limits, the existing-customer rule, and the healthcare practitioner provision.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — UtahA clause-by-clause reviewer checklist for Utah employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the Post-Employment Restrictions Act's one-year cap, employer fee-shifting, and the 2026 healthcare and veterinarian bans.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — VermontA clause-by-clause reviewer checklist for Vermont employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the Andrus reasonableness test and its Restatement (Second) of Contracts § 188 framing, with Vermont's profession-specific covenant bars, including the 2026 bar on health care provider non-competes.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — MinnesotaA clause-by-clause reviewer checklist for Minnesota restrictive covenant agreements — date-screening against the Minn. Stat. § 181.988 non-compete ban, then checking the confidentiality, non-solicit, and non-disparagement covenants that remain lawful.
OpenAgreementsNon-Compete Agreement Reviewer Checklist — West VirginiaA clause-by-clause reviewer checklist for West Virginia employee restrictive covenant agreements — confidentiality, non-solicits, non-competes, and non-disparagement under the Reddy reasonableness framework, where a facially unreasonable covenant is void with no judicial narrowing and physician covenants are capped at one year and thirty road miles.
Venture Financing Reviewer Checklists
OpenAgreementsNVCA Stock Purchase Agreement Reviewer ChecklistA clause-by-clause reviewer checklist for the NVCA Model Stock Purchase Agreement, covering the full agreement — the Section 1 purchase-and-sale mechanics, the Section 2 company and Section 3 purchaser representations, the Section 4 and Section 5 closing conditions, the Section 6 miscellaneous provisions, and the exhibit-package completeness checks.
OpenAgreementsNVCA Certificate of Incorporation Reviewer ChecklistA clause-by-clause checklist for the NVCA amended and restated charter, covering capitalization, preferred economics, protective provisions, conversion, redemption, governance, and filing, with citations to the model and its drafting notes.
OpenAgreementsNVCA Indemnification Agreement Reviewer ChecklistReview indemnification, advancement, determination procedures, insurance priority and exclusions in the July 2020 NVCA model.
OpenAgreementsNVCA Management Rights Letter Reviewer ChecklistReview consultation, inspection, board materials, confidentiality and termination in the July 2020 NVCA model, with limited regulatory context.
OpenAgreementsNVCA Voting Agreement Reviewer ChecklistReview selected June 2026 NVCA voting provisions for designation rights, sale safeguards, termination, joinders and amendment consents.
Privacy Policy Reviewer Checklists
Founder Separation Reviewer Checklists
OpenAgreementsFounder Stock Repurchase Agreement Reviewer ChecklistA clause-by-clause reviewer checklist for a Delaware founder stock repurchase and cancellation agreement — party and RSPA identification, the timeliness recital, price and consideration, the DGCL § 160 capital-impairment limit, transfer and cancellation mechanics, and the conditional mutual-release rider with its party-scoping, OWBPA, and § 1542 traps.
OpenAgreementsFounder Separation Reviewer ChecklistA clause-by-clause reviewer checklist for documenting a Delaware founder separation and stock repurchase, covering resignation and board action, equity repurchase, records updates, IP and confidentiality survival, and conditional stockholder-consent and release modules.
OpenAgreementsFounder Separation Board Consent Reviewer ChecklistA clause-by-clause reviewer checklist for a Delaware board written consent documenting a founder separation — unanimous adoption and minute-book filing under DGCL § 141(f), acceptance of the resignation, officer-title removal, the § 141(k) director-removal guardrail, the vacated board seat, and the repurchase authorization with the board's § 243 share-disposition election.
SAFEs Reviewer Checklists
Corporate Governance Reviewer Checklists
OpenAgreementsBoard Ratifying Consent Reviewer ChecklistA clause-by-clause reviewer checklist for a Delaware board written consent that ratifies a defective corporate act under DGCL § 204 — the act-specific recitals (§ 204(b)(1)(A)–(E)), valid adoption of the ratifying consent itself, and the downstream steps it must set in motion (the § 204(c) stockholder branch, the § 204(e) certificate of validation, and the § 204(g) notice), with the § 205 fallback for acts § 204 cannot reach.
OpenAgreementsStockholder Ratifying Consent Reviewer ChecklistA clause-by-clause reviewer checklist for a Delaware stockholder written consent that approves a board's DGCL § 204 ratification of a defective corporate act — approving the specifically identified act, applying the § 204(d) current-law quorum and voting standard, excluding the putative shares being cured from the vote (§ 204(d)(5)), and satisfying the § 204(d)/§ 228 notice requirement.
Invention Assignment Reviewer Checklists
Employment Offer Letter Reviewer Checklists
Fund Formation Reviewer Checklists
- OpenAgreementsHedge Fund Investor Questionnaire Reviewer ChecklistA section-by-section review checklist for a hedge fund investor questionnaire for a Delaware limited partnership relying on Section 3(c)(1).
- OpenAgreementsHedge Fund Limited Partnership Agreement Reviewer ChecklistA clause-by-clause reviewer checklist for a hedge fund limited partnership agreement, a hedge fund here meaning an open-end private investment fund organized as a Delaware limited partnership and relying on Section 3(c)(1), written first for the manager setting the terms and second for a smaller investor signing without counsel, in the order that matters to both: what the manager charges, how and when money can come back out, how capital and gains are accounted for, what the manager may do and when it answers for it, costs and reporting, and how the agreement can be changed or the fund wound up.
- OpenAgreementsHedge Fund Private Placement Memorandum Reviewer ChecklistA section-by-section reviewer checklist for a hedge fund private placement memorandum, a hedge fund here meaning an open-end private investment fund organized as a Delaware limited partnership and relying on Section 3(c)(1): the summary of principal terms, what the investor actually pays, how and when money comes back, the offering exemption and investor-eligibility gates, strategy and risk disclosure, conflicts of interest, valuation and reporting, and the tax, ERISA, and anti-money-laundering disclosures.
- OpenAgreementsHedge Fund Subscription Agreement Reviewer ChecklistA section-by-section review checklist for a hedge fund subscription agreement for a Delaware limited partnership relying on Section 3(c)(1).
Hiring Reviewer Checklists
- OpenAgreementsHiring Reviewer Checklist — NigeriaReview a first Nigerian employee hire for worker coverage, written particulars, leave, minimum wage, PAYE tax, pension, employee data, IP assignment, notice and onboarding questions.
- OpenAgreementsHiring Reviewer Checklist — South AfricaReview a first South African employee hire for the employing entity, written particulars, minimum wage, hours, leave, payroll registrations, fixed terms, probation, notice, restraints, IP, employee data, employment equity and work authorisation.