Forms-Provider Survey

Employee offer letters, compared clause by clause

Name: Employee offer letters, compared clause by clause
Creator: OpenAgreements

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.

Tip: a dotted ✓ means the provision is present, and a few rows instead show a normalized value (e.g. governing law or a confidentiality duration) — hover either for the form’s own wording and where it appears. Hover a provision name for what it means.

Provision	OpenAgreements CC BY 4.0 as of 2026-06-30 34/39	Cooley GO (CA exempt) Cooley GO terms (as-is, all rights reserved) as of 2026-06-27 32/39	Orrick (US) 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.	·	Exempt	·
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.	Set in cover terms	4yr, 1yr cliff	4yr, 1yr cliff
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.	Set in cover terms	Set in cover terms	·
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.	Set in cover terms	·	Where employee works
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.	✓	·	·