# Counteroffer

> Counteroffer is a contract analysis service for severance agreements, employment offers, and non-competes. We deliver expert-grade contract reviews in 24 hours for $199, with cited legal authority and counter language ready to send back.

## What we do
- /severance - Severance agreement review (24h turnaround, $199)
- /offer - Employment offer and executive comp review (24h, $199)
- /non-compete - Non-compete enforceability analysis (24h, $199)

## Pricing
- $199: contract review delivered as PDF
- $498: review + 30-minute Zoom strategy session

## Process
- Customer uploads document and provides context (role, tenure, state, priorities)
- AI reviews against curated rubric and market benchmarks
- Human reviewer audits before delivery
- Customer receives PDF with flagged issues, market benchmarks, counter language, and recommended next moves

## Answers index

Hierarchical index of common questions answered on Counteroffer. Markdown source for every answer is available at the .md URL.

### Severance

- [What is ADEA and why does it matter for my severance?](https://trycounteroffer.com/answers/adea-explained.md): ADEA is the Age Discrimination in Employment Act, a federal law that protects workers 40 and older. When you sign a severance agreement that releases age-discrimination claims, federal law (the OWBPA amendments to ADEA) requires the company to give you a 21-day review window for individual layoffs, 45 days for group layoffs, plus a 7-day revocation period after you sign. Releases that don't comply are unenforceable as to ADEA claims.
- [AI severance review](https://trycounteroffer.com/answers/ai-severance-review.md): AI severance review uses large language models trained on attorney-drafted contracts and curated market data to analyze your severance agreement and produce a structured review. Done well, it captures most of the value an employment attorney's analysis would, at a fraction of the cost and time. Done poorly (e.g., raw ChatGPT output), it can miss state-specific issues, mishandle citations, and produce generic recommendations. The key differences are training data, benchmark library, and human audit.
- [What if I already signed my severance? Can I undo it?](https://trycounteroffer.com/answers/already-signed-severance.md): If you're 40 or older, you have a federally mandated 7-day revocation period after signing during which you can rescind the agreement in writing. If you signed less than 7 days ago, you can still undo it. If you're under 40, the revocation period is whatever the agreement specifies (often none). Outside the revocation window, the agreement is binding, but you can still ask the company to amend it. Companies sometimes agree to revisions even after signing, especially if there's a material defect or if both parties prefer to keep the agreement enforceable.
- [Can I negotiate severance, or do I have to accept what they offer?](https://trycounteroffer.com/answers/can-i-negotiate-severance.md): Severance is almost always negotiable. The initial offer is an opening position, not a final number. Most companies expect a counter, have authority to move on key items (multiple, equity acceleration, healthcare bridge, release language), and would rather close the agreement cleanly than risk litigation. Even at large companies that claim 'standard packages,' the standard has ranges, and the package shape (what's included) is more flexible than the package size.
- [Cheap alternative to severance lawyer](https://trycounteroffer.com/answers/cheap-severance-lawyer-alternative.md): A contract review service like Counteroffer delivers a structured severance analysis for $199 in 24 hours, compared to $400-$1,500 per hour and 1-2 week turnaround for an employment attorney. For ordinary layoff situations within the standard severance framework, a review service captures most of the negotiable value at a small fraction of the cost. Reserve attorney engagement for situations involving discrimination, large equity, M&A, or active litigation.
- [Fast severance review (24 hours)](https://trycounteroffer.com/answers/fast-severance-review.md): Counteroffer delivers severance reviews in 24 hours from upload. For same-day or 48-hour deadlines, we can typically turn reviews in 4-6 hours at no extra cost. Same-day rush is available; email hello@trycounteroffer.com after checkout to flag urgency. Standard turnaround is 24 hours from receipt of complete intake including the severance agreement and customer context.
- [I'm a VP or Director and got laid off - what should I ask for?](https://trycounteroffer.com/answers/got-laid-off-as-vp-director.md): VP and Director severance should include 6-12 months of base salary, pro-rated target bonus, 9-12 months of healthcare bridge, 6-12 months of equity acceleration, extended option exercise windows (3-10 years), indemnification continuation, and D&O insurance tail coverage. The total package value at this level can range $200K to $2M+. Equity acceleration is typically the largest negotiable item. Initial offers at this level are almost always below market.
- [Got laid off from a startup - what should I negotiate?](https://trycounteroffer.com/answers/got-laid-off-startup.md): At a startup, focus negotiation on three things: equity treatment (acceleration of unvested grants and extended option exercise windows can be worth more than cash), healthcare bridge (COBRA at startup family plan rates is expensive), and broad release carve-outs. Don't expect cash severance above 4-12 weeks for ICs or 3-6 months for senior leaders, but do push hard on equity and exercise windows. Startup severance is highly negotiable because there's no institutional HR policy to enforce.
- [How do I extend my health insurance after a layoff? (COBRA bridge)](https://trycounteroffer.com/answers/health-insurance-after-layoff-cobra.md): You have three options for health insurance after a layoff: (1) COBRA, which continues your employer plan for up to 18 months but at full cost ($500-$2,500/month for family coverage); (2) ACA Marketplace plans, often cheaper if you qualify for subsidies based on reduced income; (3) Spouse's employer plan if a spouse is employed. Negotiate an employer-paid COBRA bridge in your severance: 3 months for ICs, 6 months for directors, 9-12 months for VP+, up to 18 months for executives. This is one of the easiest concessions to win because the cash cost is small relative to the value to you.
- [How does Counteroffer review contracts?](https://trycounteroffer.com/answers/how-does-counteroffer-review-contracts.md): Counteroffer uses AI trained on attorney-drafted contracts plus a curated rubric of negotiables and market benchmarks to generate a structured contract review. A human reviewer audits the AI output before delivery. The process: upload your document and context, our model runs through the rubric, human review catches errors, and you receive a PDF report in 24 hours with flagged issues, market benchmarks, cited authority, and counter language ready to send back.
- [How long do I have to sign my severance?](https://trycounteroffer.com/answers/how-long-to-sign-severance.md): If you're under 40, federal law sets no minimum review period, but most companies give 7 to 14 days. If you're 40 or older, federal law (the Older Workers Benefit Protection Act, part of the ADEA) requires 21 days for an individual layoff and 45 days for a group layoff, plus a 7-day revocation window after signing. Companies that pressure you to sign faster are usually open to extension.
- [How much severance should I get?](https://trycounteroffer.com/answers/how-much-severance-should-i-get.md): Most US employees should expect about 2 weeks of base salary per year of service, with a floor of 4 weeks for ICs, 8 weeks for managers, 12 weeks for directors, 6 months for VPs, and 12+ months for executives. The cash amount is only part of the package. Equity acceleration, healthcare bridge, and extended option exercise windows often add equivalent or greater value, especially for senior leaders.
- [How do I negotiate a severance offer?](https://trycounteroffer.com/answers/how-to-negotiate-severance.md): Negotiate a severance offer by responding in writing within 5-10 days, requesting specific dollar improvements and clause changes (not vague pushback), citing market benchmarks for your role and tenure, and prioritizing two or three asks that materially change the package shape rather than haggling over every line. Most companies expect a counter and have room above their initial offer.
- [Is AI severance review reliable?](https://trycounteroffer.com/answers/is-ai-severance-review-reliable.md): AI severance review is reliable for the structural and benchmarking parts of contract analysis (identifying clauses, citing market data, flagging required carve-outs) when paired with human audit. Raw ChatGPT output without curated training and human review is unreliable for legal-adjacent decisions. Counteroffer combines AI trained on attorney-drafted contracts with human audit before delivery, plus a full refund if we miss a material issue. For situations within the standard severance framework, the reliability matches attorney-level analysis at a fraction of the cost.
- [I just got laid off, what do I do first?](https://trycounteroffer.com/answers/just-got-laid-off-what-to-do.md): Don't sign anything. Buy time to think clearly. The first 48 hours after a layoff are about preserving optionality, not making decisions. Specifically: confirm the layoff in writing, request the severance agreement and any related documents in writing, request the statutory review period if you're 40+, do not respond to verbal pressure to sign, and start documenting everything that happened in the conversation.
- [Got laid off and HR wants me to sign by Friday - what do I do?](https://trycounteroffer.com/answers/laid-off-sign-by-friday-pressure.md): Don't sign. If you're 40 or older, federal law (the Older Workers Benefit Protection Act) gives you 21 days for an individual layoff or 45 days for a group layoff. For everyone else, you have whatever time you need to consult an attorney; pressure to sign in days is a negotiating tactic, not a legal requirement. Respond in writing requesting the statutory review period and stating you'll respond before any deadline you've agreed to.
- [What is non-disparagement in severance?](https://trycounteroffer.com/answers/non-disparagement-explained.md): Non-disparagement is a clause that prohibits you from making negative statements about the company, its employees, products, or business after separation. Most severance agreements include one-way non-disparagement (only you are bound). Best practice is to request mutual non-disparagement so company executives and HR are bound too. Under McLaren Macomb (NLRB 2023), broad non-disparagement clauses may be unenforceable for non-supervisory employees because they chill NLRA Section 7 activity.
- [What is a release of claims in severance?](https://trycounteroffer.com/answers/release-of-claims-explained.md): A release of claims is the language in a severance agreement where you waive your right to sue the employer for things that happened during employment. The release is the main thing the company is buying with the severance payment. Standard releases waive all known and unknown claims, but federal and state law require specific carve-outs (SEC whistleblower, ADEA, NLRA, unemployment) that cannot legally be waived. A well-negotiated release narrows the waiver and explicitly preserves carve-outs.
- [Should I see a lawyer or use a service for severance review?](https://trycounteroffer.com/answers/severance-lawyer-vs-review-service.md): Use a contract review service for ordinary severance situations and an employment lawyer for high-stakes situations involving potential discrimination claims, large equity packages over $1M, active litigation, or M&A-related separations. A review service costs $200-500 and delivers analysis in 24 hours. A lawyer costs $400-1500 per hour with multi-day turnaround. For most layoffs, the review service captures 80-90% of the negotiable value at a fraction of the cost; reserve a lawyer for situations where the marginal benefit justifies the marginal cost.
- [What's a severance multiplier?](https://trycounteroffer.com/answers/severance-multiplier-explained.md): A severance multiplier is the formula a company uses to calculate cash severance based on tenure, typically expressed as weeks of base salary per year of service. Industry standard is 2 weeks per year of service for most employees, with role-based floors: 4 weeks for ICs, 8 weeks for managers, 12 weeks for directors. Senior leaders (VP and above) typically receive fixed-multiple severance (e.g., 6, 12, 18 months of base) rather than a per-year calculation.
- [Severance pay over 40 - what changes?](https://trycounteroffer.com/answers/severance-pay-over-40.md): If you're 40 or older when laid off, federal law (the Older Workers Benefit Protection Act, part of ADEA) gives you specific procedural protections: 21 days to review the agreement for individual layoffs (45 days for group layoffs), 7 days to revoke after signing, and required notice of your right to consult an attorney. Group layoffs also require employers to provide a list of job titles and ages of all employees included and excluded from the decisional unit, which lets you assess potential age discrimination claims. The severance amount itself follows the same benchmarks as for younger employees.
- [Severance review service - what it is and how it works](https://trycounteroffer.com/answers/severance-review-service.md): A severance review service is a contract analysis service that reviews your severance agreement and delivers a PDF report identifying negotiable items, market benchmarks, recommended counter language, and required legal carve-outs. Counteroffer delivers reviews in 24 hours for $199. The reports are written to be ready-to-act-on: every flagged issue includes the verbatim clause, plain-English explanation, cited authority where applicable, and specific email language to send HR.
- [Should I sign a non-compete in my severance?](https://trycounteroffer.com/answers/should-i-sign-non-compete-in-severance.md): No, you should usually not sign a new non-compete in your severance agreement. If your original employment contract didn't include one, the company is asking you to give up future career flexibility for the severance amount they were going to pay anyway. The standard counter is to request removal of the new non-compete entirely. If they insist on some restriction, narrow it to named competitors and 6 months maximum. In California, North Dakota, Oklahoma, and Minnesota, employee non-competes are void by state law regardless of what you sign.
- [Tech layoff severance - what's standard?](https://trycounteroffer.com/answers/tech-layoff-severance-standard.md): Standard tech layoff severance in 2024-2026 includes 2 weeks of base salary per year of service (with role-based floors), pro-rated bonus, 3-6 months of healthcare bridge, and (for senior roles) 6-12 months of equity acceleration. Big Tech (Google, Meta, Microsoft, Amazon) opens with 16 weeks plus 2 weeks per year. Late-stage private companies typically match this. Most tech severance has substantial room above the initial offer, especially on equity acceleration.
- [What happens to my equity if I get laid off?](https://trycounteroffer.com/answers/what-happens-to-equity-at-layoff.md): Vested equity is yours regardless of how you leave. Unvested equity typically forfeits at termination unless the severance agreement provides acceleration. Stock options have a post-termination exercise window (default 90 days) that you must use or lose. Senior leaders should negotiate 6-12 months of accelerated vesting and extended option exercise periods of 3-10 years. Equity treatment at layoff is one of the most negotiable and highest-dollar items in any severance package.
- [What happens to my unvested RSUs at layoff?](https://trycounteroffer.com/answers/what-happens-to-unvested-rsus-at-layoff.md): Unvested RSUs typically forfeit at layoff unless the severance agreement provides for acceleration. At public companies, this means cancellation. At private companies with double-trigger RSUs (requiring both time vesting and a liquidity event), unvested RSUs cancel and already-vested-but-unpaid RSUs may still pay out if the liquidity event occurs. Senior leaders should negotiate 6-12 months of accelerated RSU vesting in severance, which can be worth substantially more than the cash component.
- [What's a fair severance package?](https://trycounteroffer.com/answers/whats-a-fair-severance-package.md): A fair severance package for most US employees is 2 weeks of base salary per year of service, with a 4-12 week floor depending on role. Senior leaders typically get 6-18 months. The package also includes pro-rated bonus, healthcare bridge, and equity acceleration, but companies often present only the cash multiplier as if it's the whole offer.
- [What's negotiable in a severance agreement?](https://trycounteroffer.com/answers/whats-negotiable-in-severance.md): Nearly every line of a severance agreement is negotiable. The most valuable negotiables are the severance multiple, equity vesting acceleration, extended option exercise window, healthcare bridge, release carve-outs, mutual non-disparagement, and removal of any added non-compete. Companies expect a counter, and most agreements have room to move significantly above the initial offer.

### Job offers and executive comp

- [AI offer review](https://trycounteroffer.com/answers/ai-offer-review.md): AI offer review uses large language models trained on attorney-drafted employment agreements and benchmarked against current compensation data to analyze your offer and recommend counter language. Counteroffer delivers AI-powered offer reviews with human audit in 24 hours for $199. The result is a structured PDF identifying every negotiable item, peer benchmarks, and ready-to-send counter language.
- [I have two competing offers - how do I leverage that?](https://trycounteroffer.com/answers/competing-offers-leverage.md): Use competing offers factually, not as ultimatums. Mention the competing offer's specific terms (company, role, comp) to each recruiter so they can evaluate fairly. Don't claim you have offers you don't actually have; recruiters often verify. Use the competing offer to ask for specific adjustments, not for vague 'more.' Both companies typically improve their offers when they know you have alternatives, but only by amounts they consider justified.
- [Employment contract review service](https://trycounteroffer.com/answers/employment-contract-review-service.md): An employment contract review service analyzes your offer letter and employment agreement to identify negotiable items, missing protections, restrictive covenant scope, and compensation benchmarks. Counteroffer delivers reviews in 24 hours for $199. The report covers compensation benchmarking, equity grant analysis, severance triggers, IP assignment, restrictive covenants, and recommended counter language ready to send to the recruiter.
- [How much equity should I get at a Series A through D startup?](https://trycounteroffer.com/answers/equity-grant-by-stage.md): Equity grants vary significantly by stage. Series A startups typically grant 0.1-1.0% to first 10-20 hires depending on role and seniority. Series B grants are typically 0.05-0.3% for new hires. Series C is 0.02-0.15%. Series D is 0.01-0.10%. Senior leaders get the higher end of ranges; executives often get more. Total grant value matters as much as percentage: median equity comp at $200K base ranges from $80K-$300K of grant value at most stages.
- [Executive compensation review](https://trycounteroffer.com/answers/executive-compensation-review.md): Executive compensation review evaluates senior leader offers and existing comp arrangements against peer practice and identifies negotiable items in cash, equity, severance, indemnification, and tax treatment. For C-suite and other senior officer roles, the review covers 25+ specific items typically not addressed in ordinary offer reviews. Counteroffer delivers exec comp reviews in 24 hours for $199, with referrals to specialized counsel for 280G, M&A-related offers, or large equity packages where complexity warrants.
- [Executive offer letter - what to negotiate](https://trycounteroffer.com/answers/executive-offer-letter-negotiate.md): Executive offer negotiations cover 12-15 specific items: base, equity grant, equity refresh, severance (6-18 months), Cause and Good Reason definitions, double-trigger acceleration, IP scope, non-compete scope and duration, indemnification, D&O insurance tail, 280G best-of-both, reporting line, board observer or director rights (where applicable), executive perks, and equity exercise window. The total negotiable value typically exceeds $200K-$2M depending on company stage and role. Always engage employment counsel; the stakes justify the cost.
- [FAANG / Big Tech offer negotiation](https://trycounteroffer.com/answers/faang-offer-negotiation.md): Big Tech offers (Meta, Google, Amazon, Microsoft, Apple, Netflix, etc.) follow well-documented compensation bands accessible via Levels.fyi. Negotiation focuses on equity grant size, sign-on bonus, and level placement rather than base salary (which is typically band-fixed). Senior IC and management roles have more flexibility. Big Tech recruiters expect counters and have authority to move within the band. Refresh schedules and target bonus structures are usually fixed company-wide.
- [First job offer - what should I look for?](https://trycounteroffer.com/answers/first-job-offer.md): For a first job offer, focus on: base salary vs market for your role and location, equity grant if any (size, vesting, type), benefits scope, IP assignment with state-law carve-outs, and the option exercise window if you receive options. Don't worry as much about severance triggers and complex executive terms; those become relevant at higher levels. Always negotiate something to establish that you do negotiate; recruiters often respect a candidate who asks more than a candidate who accepts immediately.
- [How do I counter a job offer professionally?](https://trycounteroffer.com/answers/how-to-counter-job-offer.md): Counter a job offer professionally by responding in writing within 24-72 hours with specific asks anchored to peer comp data, framed collaboratively rather than adversarially. Bundle 2-3 priorities into one revision request rather than haggling line by line. Use phrases like 'to align with peer practice' instead of 'this is too low'. Most recruiters expect a counter and have internal authority to move on key items.
- [How do I negotiate a job offer?](https://trycounteroffer.com/answers/how-to-negotiate-a-job-offer.md): Negotiate a job offer by responding within 24-72 hours with a written counter that asks for specific dollar improvements and clause changes (not vague requests for 'more'). Anchor high on 2-3 priorities, cite peer comp data from Levels.fyi or Pave for your role and level, and bundle your asks as one collaborative revision rather than a list of demands. Most offers have meaningful room above the initial number, especially on equity refresh, severance triggers, and IP scope.
- [RSU vs ISO vs NSO - what's the difference?](https://trycounteroffer.com/answers/rsu-vs-iso-vs-nso.md): RSUs (Restricted Stock Units) are shares granted that vest over time and are taxed as ordinary income at vesting. ISOs (Incentive Stock Options) are options to buy shares at a fixed price, with favorable tax treatment if held long enough but subject to Alternative Minimum Tax (AMT). NSOs (Non-Qualified Stock Options) are options with no special tax treatment and ordinary income tax on exercise. Most public companies use RSUs; most private startups use ISOs or NSOs.
- [Should I negotiate if it's my first job?](https://trycounteroffer.com/answers/should-i-negotiate-first-job.md): Yes. Most companies expect a counter even from entry-level candidates and respect candidates who ask. The downside risk of negotiating professionally is essentially zero; companies almost never rescind offers because of polite negotiation. The upside is real: even small percentage moves on base compound over your career. Always ask for at least one specific adjustment. If you really can't get more comp, ask for a small benefit (start date, relocation, signing bonus, flexible hours).
- [Should I review my offer letter before signing?](https://trycounteroffer.com/answers/should-i-review-offer-letter.md): Yes. Almost every offer letter has 4-6 negotiable items worth more than the cost of a review, and 2-3 protection items (severance triggers, IP carve-outs, Good Reason clauses) where a missing clause can cost significant value over time. For offers at $120K+ or with equity, a $199 review typically returns 10-50x its cost in identified negotiable improvements. Skip review only if the offer is truly take-it-or-leave-it with no flexibility.
- [What is a sign-on bonus clawback?](https://trycounteroffer.com/answers/sign-on-bonus-clawback.md): A sign-on bonus clawback requires you to repay some or all of your sign-on bonus if you leave the company within a defined window (typically 12 months). Standard clawback windows are 12 months with pro-rated repayment (you owe less the longer you stay). Negotiable points: shorten the window, pro-rate the clawback, carve out termination without Cause or Good Reason, and exclude tax effects from the calculation.
- [What is 280G and when does it matter?](https://trycounteroffer.com/answers/what-is-280g.md): Section 280G of the Internal Revenue Code imposes a 20% excise tax on the executive and denies the company a deduction when 'parachute payments' triggered by a change-of-control exceed three times the executive's average compensation. It applies to executives of corporations being acquired. The 20% excise tax is on top of ordinary income tax, so total tax can exceed 60%. Most relevant for C-suite and other top officers; rarely matters for non-executive roles. Best-of-both clauses (pay full amount or cut back to safe harbor, whichever leaves more after tax) protect the executive.
- [What is California Labor Code 2870?](https://trycounteroffer.com/answers/what-is-ca-2870.md): California Labor Code § 2870 is a statute that limits the scope of IP assignment clauses in employment agreements. It excludes from assignment any invention an employee develops entirely on their own time, without using employer equipment, supplies, facilities, or trade secret information, that doesn't relate to the employer's business or research and doesn't result from work performed for the employer. The statute applies to California employees regardless of what the employment contract says.
- [What is a change-of-control clause?](https://trycounteroffer.com/answers/what-is-change-of-control-clause.md): A change-of-control (CoC) clause defines what counts as a corporate transaction that triggers specific protections for the employee, typically equity acceleration and severance benefits. Standard CoC definition includes: acquisition of 50%+ voting stock, merger where stockholders before hold less than 50% after, or sale of substantially all assets. The clause is most important for senior leaders and matters in M&A scenarios where the company is acquired and the acquirer wants to terminate the employee.
- [What is double-trigger acceleration?](https://trycounteroffer.com/answers/what-is-double-trigger-acceleration.md): Double-trigger acceleration is an equity clause that accelerates vesting of unvested shares or options when two specific events both occur: a Change of Control of the company (acquisition, merger, IPO in some cases) AND an involuntary termination without Cause or resignation for Good Reason within a defined window (typically 12 months) following the change. It protects employees from being fired during an acquisition to avoid paying out their equity. Standard for VP and above at most growth-stage and public companies.
- [What is an equity refresh, and how do I negotiate it?](https://trycounteroffer.com/answers/what-is-equity-refresh.md): An equity refresh is an additional equity grant given to existing employees on a regular cadence (typically annually) to maintain or grow their unvested equity stake over time. Without a refresh, an employee's effective compensation drops sharply in years 3-4 as the initial grant fully vests. Standard refresh: 25-50% of initial grant value annually, often tied to performance review. Most offers don't explicitly commit to refresh; explicit commitment language is highly negotiable.
- [What is "Good Reason" termination in an employment offer?](https://trycounteroffer.com/answers/what-is-good-reason-termination.md): Good Reason termination is a contractual clause that lets the employee resign while still triggering severance benefits, typically because the employer materially changed the role. Standard Good Reason triggers include material reduction in title or duties, reduction in base salary or target bonus, relocation more than 50 miles, or material breach by the employer. Without a Good Reason clause, an employer can constructively terminate (demote, cut comp, relocate) and pay no severance because the employee technically resigned.
- [What is IP assignment in an employment offer?](https://trycounteroffer.com/answers/what-is-ip-assignment.md): IP assignment is the clause where you agree to give the employer ownership of any inventions, code, designs, or other intellectual property you create related to your work. Standard scope: work created during employment using company resources. Overbroad scope: anything created during employment regardless of resources used. Eight states (CA, DE, IL, KS, MN, NC, UT, WA) have statutory carve-outs requiring exclusion of inventions made on personal time without company resources. Always disclose pre-existing inventions in a Prior Inventions schedule.
- [What's negotiable in a job offer?](https://trycounteroffer.com/answers/whats-negotiable-in-job-offer.md): Nearly every line of an employment offer is negotiable. The highest-value negotiables are equity grant size, annual equity refresh, base salary, severance protection (Cause and Good Reason definitions), double-trigger acceleration on Change of Control, IP assignment scope, non-compete reach, and sign-on bonus. Most candidates push only on base, leaving 4-6 other items on the table.

### Non-competes

- [Are non-competes enforceable?](https://trycounteroffer.com/answers/are-non-competes-enforceable.md): It depends on your state and the specific terms of your agreement. California, North Dakota, Oklahoma, and Minnesota broadly void employee non-competes. Several other states (Illinois, Massachusetts, Washington, Colorado, Oregon, DC) impose salary thresholds and procedural requirements. Most other states apply a reasonableness test on duration, geography, and activity scope. The FTC issued a national ban in April 2024, but it was blocked in federal court in August 2024 and remains on appeal.
- [What is blue-penciling a non-compete?](https://trycounteroffer.com/answers/blue-penciling-non-compete.md): Blue-penciling is a court's practice of modifying an overbroad non-compete to make it reasonable, rather than voiding it entirely. States vary in their blue-pencil approach: 'reformation' states (Florida, Georgia, Nevada, Texas, Ohio) let courts rewrite the agreement to make it reasonable; 'strict blue-pencil' states (North Carolina, Virginia, Wisconsin) let courts only strike unreasonable provisions without rewriting; some states void the entire clause if any part is unreasonable. The approach significantly affects the outcome of a non-compete challenge.
- [California non-compete law 2026](https://trycounteroffer.com/answers/california-non-compete-law.md): California broadly voids employee non-competes under Business & Professions Code § 16600. The 2024 amendments (SB 699 and AB 1076) strengthened this further: non-competes are unenforceable in California regardless of where signed, employers must notify current and former California employees that any existing non-competes are void, and out-of-state choice-of-law clauses cannot rescue an otherwise void non-compete from a California employee.
- [I got a cease-and-desist for my non-compete - what do I do?](https://trycounteroffer.com/answers/cease-and-desist-non-compete.md): Get an employment attorney immediately. Do not respond to the cease-and-desist on your own. Cease-and-desist letters are a common tactic; most don't lead to lawsuits but require careful response. Preserve all documents related to your employment and the non-compete, document your work location and earnings, and avoid any action that could be characterized as ongoing breach until you have counsel. Counteroffer doesn't handle active enforcement situations; we refer to vetted attorneys in your state.
- [Colorado non-compete law](https://trycounteroffer.com/answers/colorado-non-compete-law.md): Colorado heavily restricts non-competes under C.R.S. § 8-2-113, amended in 2022. Non-competes are only enforceable against highly compensated workers (earning above $124,500 for 2024, indexed annually), only to protect bona fide trade secrets, and only with written notice before acceptance. Customer non-solicits have lower thresholds. Agreements that fail any of these requirements are void.
- [What is consideration in a non-compete?](https://trycounteroffer.com/answers/consideration-in-non-compete.md): Consideration is what the employee receives in exchange for signing the non-compete. At hire, the job offer itself is sufficient consideration. Mid-employment, several states (Illinois under Fifield, Pennsylvania, Washington, Oregon, others) require additional consideration beyond continued employment: a promotion, bonus, equity grant, raise, or specialized training tied to signing. Without adequate consideration, the non-compete is unenforceable for lack of consideration.
- [Customer non-solicit vs non-compete - what's the difference?](https://trycounteroffer.com/answers/customer-non-solicit-vs-non-compete.md): A non-compete prohibits you from working for competitors or in competitive activity. A customer non-solicit prohibits you from soliciting your former employer's customers. Customer non-solicits are typically easier to enforce than full non-competes because they're narrower in scope, but California (post-2018 AMN Healthcare decision) voids both. In most states, customer non-solicits limited to customers you actually serviced for 12-18 months are enforceable; non-competes face heavier scrutiny.
- [Florida non-compete enforcement](https://trycounteroffer.com/answers/florida-non-compete-law.md): Florida is among the most enforcement-friendly states for non-competes. Fla. Stat. § 542.335 requires courts to construe restrictive covenants in favor of enforcement, establishes statutory presumptions of reasonableness for restrictions up to 6 months (irrebuttable) and 6-24 months (rebuttable), and prohibits courts from considering individualized hardship to the employee. Florida non-competes are typically upheld absent a specific legal defect.
- [Did the FTC ban non-competes?](https://trycounteroffer.com/answers/ftc-non-compete-ban-status.md): The FTC issued a rule in April 2024 that would have banned most employer-employee non-competes nationwide. In August 2024, the United States District Court for the Northern District of Texas vacated the rule (Ryan LLC v. FTC), holding the FTC lacked authority to issue it. The decision is currently on appeal. As of mid-2026, the rule is not in effect, and state law continues to govern non-compete enforceability.
- [What is a garden leave clause?](https://trycounteroffer.com/answers/garden-leave-clause.md): Garden leave is a clause where the employer pays the employee during the non-compete restricted period, effectively buying out the non-compete with continued compensation. Required by Massachusetts (50% of base salary during restriction) for most enforceable non-competes signed after October 2018. Used voluntarily in some senior executive arrangements. The compensation makes the non-compete enforceable that would otherwise lack consideration; it also means the employer must pay for the protection it's getting.
- [How to check if my non-compete is enforceable](https://trycounteroffer.com/answers/how-to-check-non-compete-enforceability.md): Check enforceability by walking through five questions in order: (1) Does your state void or restrict non-competes broadly? (2) Do you meet the salary threshold if your state has one? (3) Did the agreement comply with state-specific procedural requirements? (4) Is the scope (duration, geography, activity) reasonable? (5) Did you receive adequate consideration? If the answer to any of these is unfavorable, the non-compete may be unenforceable. For a thorough analysis with cited authority for your specific situation, use a contract review service or employment attorney.
- [How can I get out of my non-compete?](https://trycounteroffer.com/answers/how-to-get-out-of-non-compete.md): The fastest paths out of a non-compete are: (1) showing the agreement is unenforceable under state law (California, North Dakota, Oklahoma, and Minnesota broadly void them; salary thresholds in WA, IL, CO, OR, DC may apply); (2) demonstrating the scope is unreasonable in duration, geography, or activity; (3) showing the employer materially breached the employment relationship; (4) negotiating a release with the former employer in exchange for severance or other consideration. Each path requires specific factual development; an attorney can advise on litigation risk if your situation warrants challenge.
- [Illinois non-compete law (Freedom to Work Act and Fifield rule)](https://trycounteroffer.com/answers/illinois-non-compete-law.md): Illinois non-competes are governed by the Illinois Freedom to Work Act (820 ILCS 90), which sets a salary threshold of $75,000 ($45,000 for non-solicits), requires 14 days for review with right to counsel, and demands adequate consideration. Under Fifield v. Premier Dealer Services (2013), continued employment of less than 2 years is generally insufficient consideration without additional benefit. The thresholds index up over time, reaching $90,000 by 2037.
- [Massachusetts non-compete law](https://trycounteroffer.com/answers/massachusetts-non-compete-law.md): Massachusetts non-competes signed on or after October 1, 2018 are governed by the Massachusetts Noncompetition Agreement Act (G.L. c. 149 § 24L). The act caps duration at 12 months, requires garden leave (50% of base salary during the restriction) or other mutually agreed consideration, mandates notice and right to counsel procedures, and prohibits enforcement against several categories of workers. Most non-competes signed without following the procedural requirements are unenforceable.
- [Minnesota non-compete ban (post-2023)](https://trycounteroffer.com/answers/minnesota-non-compete-ban.md): Minnesota broadly banned employee non-competes signed on or after July 1, 2023 under Minn. Stat. § 181.988. The ban applies to all employees regardless of salary or role. Customer non-solicits, employee non-solicits, and confidentiality agreements remain enforceable. Non-competes signed before July 1, 2023 are evaluated under prior Minnesota common-law reasonableness standards.
- [Moving to a competitor - how to handle the non-compete](https://trycounteroffer.com/answers/moving-to-competitor.md): Get an enforceability analysis before accepting the new role. Share it with the new employer's legal team to facilitate clearance. Document your work location and role overlap clearly. Avoid taking documents or information from the former employer. If the former employer threatens enforcement (cease-and-desist), engage an attorney immediately. In non-compete-friendly jurisdictions, the move may need careful planning around customer non-solicits and trade secret obligations even if the non-compete itself is enforceable.
- [My new employer is asking about my non-compete - what do I do?](https://trycounteroffer.com/answers/new-employer-asking-about-non-compete.md): Share the non-compete with your new employer's legal team and discuss it openly. Most new employers want to evaluate the risk before clearing your start. A delivered enforceability analysis from Counteroffer ($199, 24 hours) provides the structured legal analysis their counsel will want to see. The new employer's tolerance for risk varies; some require complete clarity, others accept reasonable analysis even with some residual exposure.
- [New York non-compete law](https://trycounteroffer.com/answers/new-york-non-compete-law.md): New York applies a common-law reasonableness standard to non-competes: enforceable only if reasonable in duration, geography, and scope, supported by a legitimate business interest, and not unduly harsh on the employee. A 2023 statewide ban (Bill A1278B) passed the legislature but was vetoed by Governor Hochul in December 2023. As of 2026, common-law standards with strong judicial skepticism continue to apply.
- [Non-compete enforceability analysis - how it works](https://trycounteroffer.com/answers/non-compete-enforceability-analysis.md): A non-compete enforceability analysis evaluates whether your specific agreement can actually be enforced against you. The analysis covers: state law (void rules, salary thresholds, statutory requirements), scope reasonableness (duration, geography, activity), consideration adequacy, procedural compliance, legitimate business interest, and federal layer (FTC rule status, NLRA implications). Counteroffer delivers a complete analysis in 24 hours for $199, with cited authority and a clear verdict per clause.
- [Can my non-compete be enforced if I work remotely?](https://trycounteroffer.com/answers/non-compete-remote-work.md): Remote work has shifted non-compete enforcement toward the employee's actual location rather than the employer's headquarters. California's 2024 amendments (SB 699) explicitly apply § 16600 to remote workers based in California regardless of where the employer is or what law the contract chooses. In other states, the analysis is still developing but trends toward applying the law where the employee actually works. Document your work location carefully; it can be the difference between enforceability and unenforceability.
- [Non-compete review service - what to expect](https://trycounteroffer.com/answers/non-compete-review-service.md): A non-compete review service analyzes your specific agreement and delivers a structured enforceability analysis with cited authority. Counteroffer reviews are delivered as a PDF report in 24 hours for $199. The report covers state law application, salary thresholds, procedural compliance, scope reasonableness, consideration adequacy, and federal layer (FTC rule status). The report is structured to be shareable with new employer counsel, providing the legal analysis they typically want to see before clearing your start.
- [Oregon non-compete law](https://trycounteroffer.com/answers/oregon-non-compete-law.md): Oregon non-competes are governed by ORS 653.295, which requires a salary threshold tied to median family income (~$108,575 for 2024), caps duration at 12 months, and demands specific written notice at the offer of employment or with new consideration. Bona fide protectable interests are required. Agreements failing any requirement are unenforceable.
- [What's a reasonable non-compete duration?](https://trycounteroffer.com/answers/reasonable-non-compete-duration.md): 6 months is generally reasonable in most jurisdictions. 12 months is typical and usually enforceable. 18 months is heavily scrutinized. 24 months or more is rarely upheld for ordinary employees outside sale-of-business contexts. Massachusetts caps at 12 months by statute; Washington at 18 months. Senior executive non-competes can sometimes reach 18-24 months but require strong consideration.
- [What's a reasonable non-compete geographic scope?](https://trycounteroffer.com/answers/reasonable-non-compete-geographic-scope.md): Reasonable geographic scope matches the employer's actual market and the employee's actual territory. Restrictions limited to specific cities, regions, or states where the employee worked are typically enforceable. Continental or national scope is presumptively overbroad for most roles. For remote workers, the geographic question is increasingly unsettled; the scope should track actual customer locations and the employee's actual market reach.
- [I want to start a competing company - what about my non-compete?](https://trycounteroffer.com/answers/starting-competing-company.md): Starting a competing company while under a non-compete typically requires either: (1) the non-compete is unenforceable in your state or due to defects in the agreement; (2) you wait out the non-compete period before launching; (3) you structure the new company to avoid direct competition during the restriction period; (4) you negotiate a release with the former employer. Get an enforceability analysis before you incorporate or take significant action. Once you've started competing, your position is harder.
- [Texas non-compete enforcement](https://trycounteroffer.com/answers/texas-non-compete-law.md): Texas non-competes are enforceable under Tex. Bus. & Com. Code § 15.50 if they are ancillary to an otherwise enforceable agreement, supported by consideration, and reasonable in scope. The consideration must be something more than mere continued at-will employment. Customer non-solicits and confidentiality agreements are generally easier to enforce than non-competes. Courts may reform overly broad agreements rather than void them.
- [Washington non-compete law and salary threshold](https://trycounteroffer.com/answers/washington-non-compete-law.md): Washington's non-compete statute (RCW 49.62) makes employee non-competes enforceable only against employees earning more than $116,594.17 in 2024 (indexed annually). The cap is 18 months. Garden leave is required if enforced against a laid-off employee. Notice must be given at the offer of employment, or with additional consideration if added later. Agreements failing any of these requirements are unenforceable.
- [What makes a non-compete unenforceable?](https://trycounteroffer.com/answers/what-makes-non-compete-unenforceable.md): Non-competes become unenforceable through any of: (1) state-law void rules (CA, ND, OK, MN); (2) salary thresholds not met (WA, IL, CO, OR, DC); (3) overbroad scope on duration, geography, or activity; (4) insufficient consideration (mid-employment signing without new compensation); (5) procedural defects (missing notice, missing right-to-counsel statement, failure to satisfy state-specific requirements); (6) lack of legitimate business interest; (7) material employer breach; (8) industry-specific bars (attorneys, physicians, certain broadcasters).

### General

- [About Counteroffer](https://trycounteroffer.com/answers/about-counteroffer.md): Counteroffer is a contract analysis service for employment-related documents: severance agreements, employment offers, and non-competes. We deliver structured contract reviews in 24 hours for $199, with cited legal authority, current market benchmarks, and counter language ready to send back. We're not a law firm; we provide contract analysis, not legal advice. For situations requiring legal counsel, we refer to vetted attorneys.
- [How accurate is AI contract review?](https://trycounteroffer.com/answers/ai-contract-review-accuracy.md): AI contract review with curated training, current benchmarks, and human audit typically matches attorney-level analysis on 80-90% of standard contract items. Raw AI (ChatGPT alone) is much less reliable, with frequent hallucinated citations, stale data, and inconsistent quality. Counteroffer combines AI trained on attorney-drafted contracts, indexed against current market data, with human review before delivery and a full refund guarantee. For standard severance, offer, and non-compete situations, the accuracy is comparable to what most employment attorneys would deliver, at a fraction of the cost.
- [Counteroffer pricing](https://trycounteroffer.com/answers/counteroffer-pricing.md): $199 for a complete contract review delivered in 24 hours. $498 for review plus a 30-minute Zoom strategy session within 48 hours. Full refund if we miss a material issue your attorney later catches. No subscriptions, no hidden fees. Same price for severance, offer, and non-compete reviews.
- [Counteroffer vs ChatGPT for contract review](https://trycounteroffer.com/answers/counteroffer-vs-chatgpt.md): ChatGPT can analyze a contract but lacks curated training, current market benchmarks, state-specific case law, and human audit. Counteroffer's AI is trained on attorney-drafted contracts, indexed against current compensation and severance data, applies state-specific law with cited authority, and includes human review before delivery. The output is a structured PDF you can act on, not a chat log. ChatGPT is free; Counteroffer is $199. For consequential contract decisions, the difference in quality typically justifies the cost.
- [Counteroffer vs employment lawyer](https://trycounteroffer.com/answers/counteroffer-vs-employment-lawyer.md): Counteroffer is a contract analysis service that delivers structured reviews in 24 hours for $199. An employment lawyer provides legal advice, represents you, and charges $400-$1,500 per hour with multi-week turnaround. For standard situations within the typical contract framework, Counteroffer captures most of the negotiable value at a small fraction of the cost. For situations involving discrimination, litigation, large equity packages, or M&A complexity, an employment lawyer is appropriate. Many people use both: Counteroffer for fast structured analysis, attorney for specific complex items.
- [Is AI contract review legal advice?](https://trycounteroffer.com/answers/is-ai-contract-review-legal-advice.md): No. Counteroffer is a contract analysis service, not a law firm. We provide structured analysis of your specific contract against legal frameworks and market benchmarks, but we don't provide legal advice, can't represent you in disputes, and don't have attorney-client privilege. For legal advice you need an attorney licensed in your state. Counteroffer's analysis is informational and educational, designed to help you understand your contract and prepare to negotiate. We refer to attorneys when situations require legal counsel.
- [Is Counteroffer legit?](https://trycounteroffer.com/answers/is-counteroffer-legit.md): Yes. Counteroffer is a real contract analysis service operating under US business standards. We're not a law firm, we don't provide legal advice, and we don't represent customers in disputes; we provide structured contract review for severance, offers, and non-competes. Standard commercial business: payments via Stripe, deliveries via email, refund policy for missed material issues. We don't store documents past 30 days. For complex situations needing legal counsel, we refer to vetted attorneys.
- [What types of contracts does Counteroffer review?](https://trycounteroffer.com/answers/what-contracts-counteroffer-reviews.md): Counteroffer reviews three types of employment-related contracts: severance agreements, employment offer letters and executive comp packages, and non-compete agreements (including related restrictive covenants). Each has a dedicated rubric tuned to that contract type. We don't review commercial contracts, real estate, divorce/family law, or other categories. For employment-adjacent contracts not in our core three categories (e.g., consulting agreements, advisor agreements), email hello@trycounteroffer.com and we'll evaluate fit.

## Common queries

- Severance fair package amount → /answers/whats-a-fair-severance-package.md
- Severance negotiation process → /answers/how-to-negotiate-severance.md
- ADEA review window → /answers/how-long-to-sign-severance.md
- Non-compete enforceability → /answers/are-non-competes-enforceable.md
- FTC non-compete rule status → /answers/ftc-non-compete-ban-status.md
- California non-compete law → /answers/california-non-compete-law.md

## Service pages

- https://trycounteroffer.com/severance - Severance review service
- https://trycounteroffer.com/offer - Offer review service
- https://trycounteroffer.com/non-compete - Non-compete review service

## Bundled content

- https://trycounteroffer.com/llms-full.txt - All answer content concatenated for ingestion