employment – Segal Coaching LLC

Young Women Lawyers: Get Respect

Many inquiries I have received as a coach, and as a senior attorney beforehand, revolve around a single, critical issue: As a young woman attorney (or, in some cases, as a senior woman attorney), how can I get the respect I deserve?

shutterstock_146589713 (resolve)

“Our outside counsel is always very condescending toward me. He takes time to make comments in front of my bosses that make me look very bad. I may not know a quarter of what he does as an expert, but I am still the client.

I am tired of it but don’t know how to deal with this.”

This morning I received an email from a young client that outlined the scenario above. It is one of many inquiries I have received as a coach, and as a senior attorney beforehand, that revolve around a single, critical issue: As a young woman attorney (or, in some cases, a senior woman attorney), how can I get the respect I deserve?

Each scenario has its own fine details, but here are some of the points to consider when a situation like this affects you, and ways to achieve greater resolution and respect:

1. Keep your cool, if possible. I have had senior women partners at major law firms tell me in person that the proverbial “they thought I was a secretary” has actually happened to them.

In one instance that I remember clearly, an attorney (let’s call her Isabel) told me that upon meeting a new partner (Kevin) randomly in an elevator one morning, after their firms merged, said that she was glad to meet him and be able to work with him. Kevin said hello and followed up question about her typing speed.

Isabel answered sweetly, “I am going to let that one slide, as it is clear that you didn’t realize I am one of your new partners.” Rather than being mortified, she let the news sink in and allowed him be mortified by his mistake. At the same time, she didn’t denigrate support staff as a role beneath her, which doesn’t help anyone either, just stated the facts. Isabel told me that to this day, Kevin is extra careful to be respectful around her.

While this may sound like something only a partner can pull off, associates can also keep their cool when asked to get coffee (while the male associates are working on a deal) and the like. The key is to stay calm, rather than sounding like you are annoyed or resentful, even though you may be. Humor works too.

“Sorry, I don’t do coffee. Or windows.”

2. Enlist your superiors. The worst thing you can do is imagine that you will change someone’s behavior unless there is some real leverage over him/her. It is likely that attorneys and others who do not give you the respect you deserve will not be aware of how they are acting until someone they do respect points it out to them. If there is a consistent pattern of mistreatment, you need to find someone you trust who can try to remedy the situation. If you maintain good working relationships with people above you, that conversation is much easier. Remember not to accuse the person but focus instead on the behavior.

In some cases, rather than enlisting the person’s support, it might be a topic first broached as a request for advice, “Isabel, I have a question about Kevin. Last night while I was drafting your Shareholders’ Agreement, he asked me to get him coffee. Any ideas how to approach that if it happens again?”

If possible, avoid the words “problem” or “issue” if you can, at least in the first conversation. You are simply asking for input about how to improve the situation, not labeling it as a problem (which may stick in Isabel’s mind to your detriment, as unfair as that seems). Of course, if the lack of respect is much more serious, then it does need to be raised as such.

3. Understand that the institution may be broken. There are times – more than we wish to know about – that bad behavior is tolerated because an individual is otherwise valuable to the firm. Usually this means he/she is making the firm lots of money, but there are other reasons that someone may be able to consistently act poorly to others and remain in a seat of power. In these cases, you need to figure out if you can (generally) isolate yourself from the individual without harming your career, or if it is time to move on.

If you have determined that senior management will continue to allow certain individuals to undermine you and treat you poorly, it is important to free yourself of the toxicity that can result from being too long in that type of environment, which can have an affect on your overall health.

4. Embody confidence gracefully. If you are subject to condescension, be confident without doing a reverse power play. Know your strengths, and do not allow yourself to be “tripped up” by the fancy footwork of someone who thrives on always being right or in charge. This doesn’t mean you don’t need to do your homework, get up to speed or (at times) work hard to understand complicated things on your own. What is does mean is that people are much less likely to talk over you or give you short shrift if you make it clear that it is not in their best interest to do so.

For example, if I were in the same situation as my client above, I would probably say something like, “Thanks, Joe, I’m glad you understand all of this so well. What’s important for both of us right now is for me to understand the parts I need to advise Susan [the CEO] on this transaction. I don’t need to become an expert. I just need you to slow down and explain this one part again so I can get it right and anticipate her questions about it.”

If Joe still lords over you, you may need to speak up for yourself again, or call back for clarification. “You sent me to the statute, but when I read the statute, it isn’t exactly as I heard you explain it. Let me walk you through what I heard again. Yep, I want to make completely sure the rules haven’t changed and there is nothing else we are missing in this case…. Do you have the statute in front of you? OK, call me back when you have it open…”

What is crucial here is that you step into the role of power, without ever calling direct attention to that fact. You are the one advising the CEO (or other senior management). Joe is there to serve you and your company, which is why you are paying him in the first place. Don’t make him lose face by saying it directly, especially if you have no direct influence over whether to fire him and hire someone else. (Influence you should take pains to cultivate over time, by the way.)

Take the microphone, as the saying goes, rather than telling Joe that he needs to give it to you.

5. Invoke curiosity. Just as coming from a place of humor can work to diffuse a situation, so can curiosity. I will give you an example from my law firm days. I was representing a CEO who has just fired his COO. My guy claimed that the other guy just wasn’t doing any work, but there was an issue that the employment agreement (which thankfully I hadn’t drafted) did not explicitly list this as a reason the COO could be fired. The dispute was not only over regular compensation, but whether the COO should receive any future profits or be cut off on the date of termination.

The COO’s lawyer called me in a hot and bothered state. His guy was not going to budge. He would get 100% of what he was asking for or we were going to court. And what did I think about that?

I could have been offended along the lines of “Who was this person trying to crush me like a bug?” I could have gotten huffy in return. But I did not. Instead, I approached the comment with a posture of curiosity. “How interesting that you would take a hardline approach,” I said. “You obviously know that we will just do the same in return. [Which was true.] Our clients have some emotional skin in the game. Don’t you think as lawyers it is our job to keep clear heads?”

It worked. I had leveled the playing field. We were lawyers – equals – and it was our job to sort this out. The other attorney was so flabbergasted he had to get off the phone a few minutes later, flubbing his words. He was obviously used to turning the screws and getting his way, and I had made it clear in so many words that this negotiating tactic would not work with me.

He was mad on a second call. I was curious again. “Are we fighting with each other too now? I thought we were the lawyers.” I then walked him through my points one by one. Again, I threw him off his game, and he stopped talking down to me, because he could see it would get him nowhere. We won the dispute, and I kept my self-respect.

Lawyers and others, if you have your own ideas about how to gain respect in a particular workplace situation, feel free to leave a comment below.

Anne Marie Segal is a career coach and résumé writer for attorneys, executives and entrepreneurs. For more information, please visit her website at www.segalcoaching.com.

Image above: Shutterstock.

Attorneys: Your LinkedIn Headline in 120 Characters or Less

You have 120 characters in your LinkedIn headline. (No, not 140. That’s Twitter.)

120 characters to sell yourself to the world. Yes, I said sell. LinkedIn is not where you find enlightenment. It is where you find clients, contacts or a job. If you are not already, you need to be crystal clear on the distinction, whether or not you like it.

Important Update in 2017: Following Microsoft’s acquisition and restructuring of LinkedIn, many of the features have changed. For example, only a portion of your headline and the first few words of your summary are visible in many cases until someone clicks to see more. This makes is critical to have the essential information that reflects your value proposition – or otherwise draws people in – right at the top. You can check this out for yourself by accessing your own profile through various devices.

So what should it say?

Should you opt for something short, try to get in as much as possible or meet somewhere in the middle? How “out there” should you be with your job search?

I hear these questions from clients every week, if not every day. One of the main goals as a résumé writer is to help my clients see how they appear to a third party, especially a potential recruiter, hiring manager/partner, interviewer or other job search facilitator. We are often so wrapped up in our own stories that we forget how we appear to the outside world.

Take a look at a range of possible headlines below, which could easily describe the same individual at various points in his/her career. Depending on how he/she wanted to be perceived, some of these headlines are clearly more effective than others.

Can you immediately tell which ones?

– Scroll down for commentary –

Capital Markets Attorney, Counsel | Derivatives | Global Funds | Dodd Frank & EMIR

ISDA/Derivatives Attorney

ISDA Attorney | Derivatives Counsel

ISDA Attorney | Derivatives Counsel | Hedge Funds

ISDA Attorney and Derivatives Counsel at [Name of Employer]

ISDA Attorney at *

ISDA Attorny [sic]

Contract Attorney

ISDA Attorney Seeking New Opportunity

Attorney Seeking a New Opportunity

Versatile & Business Savvy Senior Attorney with 20+ Years of Effectively Resolving Complex Issues and Managing Risk

Senior Business Savvy Attorney

Experienced lawyer seeking engaging legal employment

Attorney, actively seeking employment

VP, Legal

Vice President and Associate General Counsel

Associate General Counsel

Financial Transactions Attorney

Corporate Finance Professional and Attorney | Investment and Corporate Banking

Attorney | Advocate

Attorney

Financial Services and Trading Counsel

ISDA Counsel and Negotiator

Experienced Derivatives Attorney and Published Novelist

Attorney/Writer/Humorist

Clearing, Dodd-Frank & ISDA Attorney

Fixed Income and Derivatives Attorney, Contracts Negotiator

ISDA, Prime Brokerage, Securities Lending, Repurchase, and Futures Negotiator

Derivatives Attorney

ISDA/Futures/Derivatives Attorney

Financial Transactions Attorney

Senior Derivatives/Regulatory/Capital Markets Attorney

– Commentary –

Clearly there is much more to say than I can cover in a short blog post, but here are some general thoughts to guide you:

First, consider your audience. You’ll see that I highlighted some headlines above. Two of them are “hybrid” (the last two headlines highlighted in red above) in that they straddle multiple roles – legal and writing. This can be effective if you are actually selling yourself to both audiences, and you do not believe that presenting yourself as a hybrid will do damage to your brand. It should, in fact, support your brand, because it reflects how you present yourself in daily life. Again, LinkedIn is not about self-actualization or gratification, it is about presenting yourself to the world in a professional context.

Second, an incomplete headline (or one with errors) is probably the worst thing you can do. It reflects extremely poorly on you, because it implies that you will lack attention to detail in your daily work as well. The first two highlighted headlines above display this lack of care. In the first, the attorney did not realize that LinkedIn prompted an employer, so it simply ends with “at….” (The added asterisk is mine.) In the second, the word Attorney is spelled incorrectly! I would not trust you to draft a contract to purchase a popsicle stick, let alone a multi-million dollar transaction, if you can’t even spell your headline correctly. Yes, I have actually seen typos in headlines, although more often they are in the summary or elsewhere on LinkedIn.

Third, if you have a temporary job, you are not a “temporary person.” You do not need to sum up your current employment. Instead, your headline should indicate who you are, not your present role. To that end, I would avoid a headline like “Contract Attorney” at all costs.

Fourth, don’t sound desperate. I see many headlines that announce an individual is “seeking employment,” even in some cases for individual who appear to be currently employed. While I cannot say that there is no case in which this could be appropriate, in most fields, including law, you should eliminate this from your headline. There is an old adage that it is easier to find a job when you have a job. The same applies here. As a hiring manager, I would rather hire individuals who are self-confident in who they are and what value they add than those that appear they will take the next best “new opportunity” that presents itself. Among other reasons, I would not be convinced that, once hired, the person would stay.

Fifth, don’t try a subtle, back door approach that imitates #4 above. By that I mean a headline like the following:

Versatile & Business Savvy Senior Attorney with 20+ Years of Effectively Resolving Complex Issues and Managing Risk

If you read between the lines, this person also is clearly on the job market. There are so many things wrong with this headline that I don’t even know where to start. Here are two:

(1) It has a lot of words without saying much.

(2) Words like “20+ Years of…” scream résumé, so they announce your job search. In the case of this individual – this is a real LinkedIn headline – he also has clients who may be turned off by this presentation. You are always writing to your current situation as well as your target next role (if any). The headline also screams “keywords” although it is not clear that they are the right words.

(Note: You may also not want to highlight your implied age by stating 20+ years – a separate issue that I’ll cover in another post. In the résumé business, the unwritten rule is to go with 15+ years, although there are clearly exceptions.)

Sixth, always remember keywords. While you generally don’t want your current employer to know you are looking for a new role, you also want to have a headline that describes what you do and will cause you to be located when a recruiter or other individual conducts a keyword search, if possible (even if you have no intention of leaving – who knows what dream job awaits?).

This is another reason why “seeking employment” does not help much. If you have “employment” and “attorney” in your headline, you may come up in searches for “employment attorney” but not in searches for your substantive experience (e.g., derivatives, contracts, etc.). This can be cured somewhat with a robust summary or other sections of the LinkedIn profile, but the headline is a stronger place for this identifying information.

Seventh, a difficult situation arises when you are trying to sell yourself in many ways. Sometimes you do not want to pigeonhole yourself as a particular type of attorney, especially if you are looking to transition or branch out. This is when you should consider whether to write a “tighter” or “looser” profile, i.e., one that identifies you more as an expert in a specific area or one that paints a broader brush.

One last note about adding the name of your employer to a headline: Often it takes up valuable “prime real estate” because it is not a keyword. However, if you work at a highly recognizable and well-regarded employer – from Goldman to Google – or an emerging company or organization known for innovation or another key quality that matches with your brand, it may well be worth including part or all of the name in your headline.

In summary, it is your headline, so you should be comfortable with it. There is no one right answer. After considering the above, also consider what your gut tells you. Would you be comfortable presenting your headline across the various audiences that will see it? Will it raise your confidence level and appropriately broadcast your professional self to the world? I suggest you take a look at your headline again with all of these hard and soft factors in mind to find the one that is right for you.

Avoiding Resume Failure: Four Things Resumes Need to Do

While a résumé cannot make your career, it can certainly break it. Résumés fail every day. They make a candidate look too scattered, too junior, too specialized or too much of any other trait that is undesirable in general or a particular case and not enough of what an employer actually does want. In the hundreds of résumés I read last year alone, I can say that the greatest point of failure is that the résumé writer did not step back and consider what he or she was trying to communicate.

shutterstock_160082594 (dominos) Let’s be very clear, resumes are exceedingly important, but they are not everything. No one’s career chances have ever been made by a resume. You need much more than a great resume to succeed, and your entire value proposition as a candidate or employee is not locked in the document waiting to be read.

On the other hand, while a resume cannot make your career, it can certainly break it. Resumes fail every day. They make a candidate look too scattered, too junior, too specialized or too much of any other trait that is undesirable in general or a particular case and not enough of what an employer actually does want. In the hundreds of resumes I read last year alone, I can say that the greatest point of failure is that the resume writer did not step back and consider what he or she was trying to communicate.

When I say the “resume writer”above, I don’t mean a professional resume writer, who through experience and detachment generally possesses the big-picture perspective. (That’s a large part of why you might hire one.) I mean Joe, Sally, Larry, Latisha, Ricardo, Li-Shin and every other job candidate out there who is writing a resume on his or her own. If Latisha doesn’t put on her “resume writer’s hat” and Larry doesn’t put himself in the shoes of the reader, neither of them will be very effective at communicating through the resume medium.

Why is this task of writing a compelling resume so important? Without exaggeration, millions of employees worldwide are held in the shackles of their current employment, unhappy, unmotivated and unable to move internally or into new jobs, because they have not mastered the skill of communicating their value through their resumes. Millions of others are unemployed or underemployed for the same reason.

You have one or two pages to make your case. Without fail.

THE FOUR THINGS RESUMES NEED TO DO

CONVINCE
THE RIGHT AUDIENCE
YOU ARE COMPELLING
TO INTERVIEW

In certain limited circumstances, as a job candidate you are already a known quantity as a professional, and the resume serves more of a “confirmation” function. Most of the time, however, the resume itself needs to build your case. As far as we have moved as a society into business-driven social media (LinkedIn profiles, etc.), in most professional fields the resume is still the common currency and core document. We are a long way from the phrase “send me your resume” being replaced with “send me your Twitter feed.”

Resumes fail because they don’t convince the right audience that you are a compelling candidate to interview.

#1 – Know Your Audience

When I work with résumé clients, the first point we tackle is knowing the audience., which is #2 above. To know who is your audience, you need to first know what roles you are targeting. In the attorney field, for example, a litigator resume written to target a law firm won’t convey the key points if the candidate wants to move into an in-house role, public policy, human resources or education. The audience in each case is different, and what is needed to convince your audience that you are a good candidate is decidedly specific to each type of role. If you are writing a resume on your own and in doubt about what your audience is looking for, the first step is to find out as much about the actual “work” of the target position. Job descriptions, informational interviews and other investigatory measures will help you clarify what is expected in each role.

#2 – Convince

Second, once you know your audience, your job is to convince the audience you are a good hire. Too often, candidates try to do this by putting more on the page. They don’t know what to emphasize, because they haven’t taken the time to get to know themselves or their audience, and they expect the reader to sort it out. The resume in that case does not present a logical step-by-step narrative that walks the reader through the candidate’s strengths, talents, experience and value-add. The reader, of course, is busy and has much better things to do, like read the resume of someone who has figured out how to write one properly (or get on with the business of actually working).

How do you convince employers to hire you through your resume? Show them you can solve their problems and capitalize on their opportunities.

You can’t close the deal with readers/interviewers/recruiters/hiring managers/networking contacts if you can’t convince them you are a compelling candidate. And you won’t be a compelling candidate in most cases if you don’t know your own value proposition.

The most compelling way to close the deal is to know the problems, issues, opportunities, strengths, risks, threats, etc. of a particular employer (or class of employers) and present yourself as someone who can solve the problems and capitalize on the opportunities. Here are some concrete examples to make this clear. Imagine you had a class of jobs in front of you, and you needed to figure out what problems needed to be solved in each case: (1) the receptionist of a busy pediatrician’s office, (2) the safety manager at a manufacturing company, or (3) the execution trader for a hedge fund trading international equities. What are the so-called “pain points” of each? Does the doctor’s office need someone client-focused and organized? (Clearly.) Do they need to have experience in a similar setting? (Depends on what else they bring to the table and the employer’s biases, history of hires and successes/failures on that front.) What else does each role require and request of a candidate?

I have worked with many candidates who have not even considered what an employer’s needs are. So many, in fact, that I am no longer surprised by this omission of the key reason that companies hire in the first place – to fill a need.

Let’s think about #2 above for a moment – safety management. Say you want to move into (or move up in) this type of role, which is admittedly a very specific field. Here’s a sample job description (click here) from Lauren, an EPC contractor. If you were serious about this area as one or more possible targets for you, and this employer in particular, I would suggest you read related job descriptions to flesh out how “this type of job works.” While the present blog post is not about how to read a job description (stay tuned, one may follow), let me highlight a few key points that would help your resume communicate that you a compelling candidate for this job or one like it. Start not with the writing, but with the thinking, namely:

(1) What does this employer do? At a very basic level, what is EPC (engineering, procurement and construction), what is the heavy industrial sector, and how does this translate into their day-to-day operations?

(2) Who are their clients?

(3) What markets do they operate in?

(4) Who are their competitors?

(5) Since they are in a highly-regulated field that affects everything that they do, who are their regulators, what regulations are they subject to, etc.? (Note: see the references to OSHA, for example, in the job description. If you do not know what OSHA is and have not mentioned it on your resume, you will be a very hard sell. Find a cheap training online, at the very least, to get you started, or do the research on your own. In other words, if you don’t have what you need, find a way to get it.)

(6) Note that all of the above points are about the employer. Only after you have considered the macro-view – what are they trying to accomplish and how does that play out? – then ask yourself the question, how does your targeted role serve to lead, manage and/or support the bigger picture? How can you help solve the employers’ problems, issues, opportunities, strengths, risks, threats, etc. How can you make them money, save them money, raise their reputation in the marketplace, keep them out of trouble or otherwise add value to the company?

#3 – Be Compelling

You will notice immediately that this is a completely different approach to resume writing than creating a “laundry list” of what you have done in the past. If you are perceptive, you will also notice that “it’s about them, not about you.” Compelling candidates won’t just want to fill jobs because they need a paycheck. Compelling candidates are compelling because they move beyond what’s in it for them and are focused on what they can do for the employer. (Which is how and why we all get paid, after all.)

If what I am proposing sounds like a lot of work, it is. Yet if you cannot find the energy to be fully engaged at the outset of a job, how will you possibly summon it up once you are in the job? The same attention to getting you hired will keep you employed and progressing along your career. If you don’t have it and cannot create it, you are in the wrong field, industry or life.

Referring back to points 1-7 above, you may ask how each of these are reflected in your resume, which is the decisive question. The art of writing the resume is to translate the employer’s needs (without simply repeating words) to show that you have the “right stuff” to meet their objectives for the role and the company generally. If you are applying to a set of roles that are similar (e.g., safety management roles across a range of companies or industries), the communication of what makes you compelling may be quite similar for each employer that you are trying to “sell” on your candidacy. Keywords play a role, certainly, and the essence of a compelling resume is that it allows the reader to picture you in the role.

The essence of a compelling resume: allow the reader to picture you in the role.

#4 – Focus on Getting the Interview

On the fourth and last point of failure, resume writers often forget that they are generally competing for an interview with their resume, not yet competing for the job. In other words, not every single point about why a company should hire you needs to be in the resume. In fact, it shouldn’t run on that long, lest you run the risk of coming across as a candidate who cannot succinctly and effectively communicate. Remember: the resume is the appetizer, not the meal. Your resume’s job is to convert the recipient of your resume into a reader and then into an interviewer.

Once you have the interview, go back to those 7 points above (and others), and make the same sale all over again. Convince your audience you are a compelling candidate to hire.

Anne Marie Segal is a resume writer and a career and leadership coach to attorneys, executives and entrepreneurs. You can find her website here.

WRITING SERVICES include attorney and executive resume, cover letters, LinkedIn profiles, bios, websites and other career and business communications.

COACHING SERVICES include career coaching, networking support, interview preparation, LinkedIn training, personal branding, leadership and change management.

10 Essential Employment-Related Agreements

Starting a high-charging company or sorting out the employment landscape as a newly-landed executive? Here are 10 essential employment-related agreements you’ll want to be familiar with.

[Note: This post was written while I was a practicing attorney running a diverse solo law practice, and it is one of a small number of “legacy posts” that I have retained on the site. When published, this was one of my most popular posts. Since April 2015, I have been working as an executive coach and writer, and I am not currently available for legal engagements.]

1) Offer Letter. This is the initial offer of employment to a future employee. The letter should state the individual’s title, compensation, chief benefits (such as vacation time and 401(k)), intended start date and other basic facts. If the offer of employment is subject to certain conditions – generally they are – these should be outlined in the letter. These may include work authorization, background checks and drug screening, as well as (in some cases) agreement to be bound by certain contracts or employee handbooks. Generally an executive or other employee who receives an offer subject to a noncompete would be well-advised to ask for a copy of the agreement and read it, preferably with an attorney, prior to accepting the position. Note, however, that in certain jurisdictions a noncompete that is not presented prior to employment is not binding.

2) Employment Agreement. Although some companies use these indiscriminately, the most savvy among them save employment agreements for top employees who have the leverage to require them. Some employment agreements are rather basic documents that simply spell out the terms of the job. Others are complex, lengthy documents that include terms such as severance payments upon a termination with or without cause or change of control. All employment agreements should spell out the basic terms, such as duties, base and bonus compensation and length of guaranteed employment (if any) with relevant conditions attached. Employment agreements may also contain noncompete, non-solicit, confidentiality and other provisions, explained below.

3) Consulting Agreement. Consulting agreements are, as the name suggests, used to employ consultants on a long-term or temporary basis. At times, an individual may be an employee at one company and a consultant at an affiliated entity, and the consulting agreement serves to document the additional relationship and any related compensation. A consulting agreement should clearly spell out the services to be rendered, how they shall be delivered, what fees shall be paid and on what basis (e.g., hourly or monthly, upon receipt of an invoice or other time period) and the manner that the consulting arrangement can be terminated by either party. The agreement should also contain language that the consultant cannot bind the company, that he or she is an independent contractor responsible for deductions and taxes and similar provisions.

Businesses should consider carefully whether an individual taken on as a “consultant” or other “independent contractor” would not likely be recharacterized as an “employee”, as the financial penalties of failing to pay employment taxes and other consequences can be substantial. This is especially true if the business intends to operate solely through independent contractors and essentially treats them as employees (controlling scheduling, requiring services to be delivered on-site and other employment aspects).

4) Noncompete. Non-competition agreements or provisions are restrictive covenants that prohibit an employee from engaging in a competing activity. Their effectiveness depends on many factors, including the law of the controlling jurisdiction. In jurisdictions that tend to uphold noncompetes, whether as written or as modified (reduced in scope) by the court, two main factors are the length of the restriction and the geographic scope. Of all employment-related agreements, noncompetes can be the most complex and restrictive. Therefore, they are the most important to read and understand before signing.

Note: I do not give the above guidance lightly, as I have occasionally seen highly-educated, highly-paid individuals simply sign noncompetes and other restrictive covenants without even reading them. Not a smart thing to do, especially in this economy!

5) Non-solicitation. Non-solicit provisions – these are usually part of a larger agreement – restrict an executive or other employee from recruiting or hiring individuals from a current employer on behalf of a third party. They can also restrict other forms of “solicitation”, such as soliciting customers, investors or business opportunities. Since non-solicitation provisions do not “restrain employment” they can be easier to enforce in the courts than non-competition clauses.

6) Confidentiality. A confidentiality agreement is designed to keep non-public information from entering into the public domain. Generally there is no term or end date on the time period that the information needs to be kept confidential, as long as it has not become public (generally or known within the relevant industry) through no fault of the person receiving the confidential information. This is especially true in the case of trade secrets, which by their nature must remain confidential to retain their value.

7) Work for Hire and Assignment of Inventions. Intellectual property, such as copyrights, generally belong to the employer absent a special agreement to the contrary. This is not true in certain contexts where the creation is entirely unrelated to an individual’s work assignment (e.g., if an engineer in charge of quality control wrote a Broadway play in his or her spare time.) For independent contractors (ICs), work for hire and assignment provisions should be in place to delineate who owns any non-tangible property that the IC has created for a company. In some cases, the parties should draft carve outs for intellectual property (from copyrights to trading algorithms) that were created by an employee or consultant prior to employment if such individual wishes (with the company’s agreement) to retain as his or her property and license it for use, rather than transfer it, to the company with which he or she is employed or engaged. Provisions that assign ownership of any or certain intellectual property or inventions (i.e., assignment of inventions provisions) often accompany work for hire provisions, as a backstop to assure the rights of a company that expects work for hire provisions to uphold its ownership.

8) Indemnification. In the employment context, an indemnification agreement is offered to a key individual who may be exposed to liability under his or her fiduciary duties or for other reasons. A company should offer a broad indemnity as well as insurance to the individual to induce him or her to take on a role of responsibility. There are relatively standard provisions that should accompany all indemnities, although the language used to express them may vary, and these should be carefully drafted and/or reviewed.

9) Severance. In the case of top executives, severance terms may be agreed in advance at the time of employment or upon a promotion. For other employees, they may be extended upon termination. Severance agreements include, among other provisions, the amount of severance offered in lieu of the contracted notice period, any extension of benefits, a noncompete (if applicable) and a release.

10) Release. A company may ask for a release of all potential claims by an employee against the company in exchange for consideration offered. The consideration must be in addition to whatever money or property the employee was already entitled, and the amount will vary based on factors such as the employee’s regular compensation when employed. An employee should read a release agreement with care to ensure that he or she is not releasing claims that have already vested in the employee or would vest upon termination, such as vested stock that was part of a benefits package.

There is an additional document – not an “agreement” per se – that is often critical in the employment relationship. This is the employee handbook.

From an employer’s standpoint, once a small handful of employees is hired it is helpful to start putting company policies in place. At some point, based on size and other factors, an employee handbook is a veritable necessity. It should be acknowledged in writing by all employees upon employment and again upon each significant revision (or at least annually). From an employee’s standpoint, it is important to know that although a handbook is not an individual contract between each employer and employee, employees are bound by its terms.

This short summary obviously does not cover all of the nuances of the above agreements.

Nothing posted on this site constitutes legal advice or forms an attorney-client relationship. You should consult your attorney to discuss the facts of your situation. This is a public forum. Please do not post confidential information.

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