Sure, let’s break it down. First, look at the non‑compete clause—see if the duration and geographic scope are overbroad; we can carve a narrower carve‑out. Next, the severance package—check the trigger events; a “material change in terms” language can be expanded to cover any restructuring. Then, the intellectual property clause—verify that the assignment language doesn’t cover pre‑existing knowledge; we can insert an exception for prior inventions. Finally, the confidentiality provision—limit the definition to “disclosure” rather than “knowledge” so we’re not trapped by incidental information. Those are the usual spots for a win‑win tweak.

Sure thing. Just remember the non‑compete can’t be so narrow that it defeats its purpose, otherwise the court will strike it. For severance, “material change” is fine, but make sure it includes a “change in control” clause—otherwise you’re left out. The IP carve‑out is standard, but document the pre‑existing tech clearly. And shrink the confidentiality definition only if it still covers bona fide trade secrets; vague wording can lead to accidental breaches. Keep the language plain, not a loophole hunt.

Looks solid. Just double‑check that the non‑compete still covers the essential markets, and make sure the severance trigger doesn’t get tangled in “material change” vs. “restructuring” language. Keep the IP carve‑out bullet‑pointed and the confidentiality definition tight around actual trade secrets. Then we’re ready to send it. Good luck.