Why it's important to obtain and review all your Referenced Documents

“Please obtain and review the referenced…” is a phrase included in almost all our contract reviews as an Action Item. Inevitably, your contract references multiple other documents that aren’t included. We’ve touched on this topic in our “What should I look out for in my Offer Letter?” and “What are all the documents an employer asks you to sign?” posts in the past. This week, we’re deep diving on the specific types of documents referenced in your offer letter that warrants a review before you sign on the dotted line.

Benefits

“A full list of benefits” is often “available upon request” or “to be provided at a later time”. Best case, the company has an excellent employee handbook full of benefit details; worst case, there simply aren’t any. Always request the full list of benefits in writing and ensure all standard benefits such as Health Insurance, Vision and Dental, Paid-Time-Off (PTO), and 401(k) Contributions are included. Additional perks may include a fitness stipend, work-from-home setup, transportation stipend, and more!

Equity

Often referenced in the Compensation section of your offer letter is a collection of documents consisting of an Equity Incentive Plan, an Equity Award Agreement, and/or an Equity Exercise Form. While it’s surprising to us how often they’re referenced and not provided until after an individual joins the company, these documents contain critical information about your compensation and should be reviewed before making your final decision. You’ll want to understand how your equity is governed, such as the vesting schedule, lockups, and what happens to the equity after you leave. For all the gotchas, take a look at our post on “What should I look out for in my Equity Agreement?”

Confidential Information and Invention Assignment Agreement (CIIAA)

While signing this document is typically required for committing to a job, companies sometimes don’t include it with the initial offer letter. They would like to minimize the terms of negotiation and include it later with the ‘formal’ packet once the candidate has signed the offer letter and largely completed negotiations. Given that the CIIAA is typically where restrictive covenants like non-competes, non-solicits, non-disclosures, and anti-moonlighting measures live, it’s important to review this document as part of your negotiations. We go in-depth on CIIAAs in our post, “What should I look out for in my CIIAA?”

Arbitration Agreement

As we’ve discussed in our post, “Are Dispute Resolution clauses enforceable?”, companies stipulate dispute resolution either through the public court system or through private arbitration. Sometimes, the arbitration clause is included in the Offer Letter or CIIAA, while other times it’s referenced as a separate document. Regardless, it’s important to review the terms of the agreement as opposed to assuming that dispute resolution is non-negotiable and irrelevant to your day-to-day work.

Company Policies

A detailed list of company policies is typically not proactively shared until after you join a company. It includes expectations of workplace behavior which can include confidentiality and anti-moonlighting terms that you want to be aware of. Even if it’s not explicitly referenced in your contract, it’s worth asking about and getting a copy if one exists.

Power of Attorney for ‘Future Documents’

It’s not uncommon for employers to request your power of attorney for some set of future documents. In the CIIAA, employees are typically asked to let companies sign documents on their behalf during the patent procurement process if the employee is unreachable. While a power of attorney may make sense in this limited scope, it’s exactly why you should always review the full scope of the power of attorney being requested. We’ve seen cases where the scope is either limitless or vague, which is definitely a cause for concern.

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When you’ve passed rounds of interviews and finally receive that offer letter, the last thing you want to do it request even more paperwork to read. However, just like how you prepared thoroughly for the interview process, it’s important to have all the information when it comes to making the best decision for your career. As always, we’re here to help!

For advocacy and beyond,
The Ask Ginkgo Team