What your offer letter really says (with lawyer Alex Daniels)
Some job offer negotiations need a lawyer’s perspective. Whenever we’re truly stumped, our first call is our friend and lawyer, Alex Daniels, whom we invited this week onto the Gentle Power podcast to tackle the most common questions we’ve heard from job seekers. In our conversation, we unpacked the legal side of job offers, clawback clauses, non-competes, negotiating severance, and more. Listen to the full episode here: YouTube | Spotify | Apple
We first met Alex Daniels when he and Alex Choi were MBA classmates at Wharton, where Alex Daniels was also completing a concurrent JD at Penn Law. Today, Alex Daniels runs Decrypted Law, a private legal practice he co-founded after years at Google and the tech-focused law firm, Cooley.
Alex Daniels spends his days helping founders and working professionals avoid costly mistakes buried in their contracts, and what makes him different is how simply he explains it. He has a way of turning intimidating legal terms into practical advice you can actually use, and he does it in an approachable, quick-witted style; he’s one of the funniest lawyers we know.
Below are a few lessons that stood out, but before we dive in...
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1. The new California clawback law
California recently passed a new law called Assembly Bill (AB 692) tightening the rules around sign-on bonuses and repayment clauses (sometimes called “clawbacks”).
It’s meant to ensure that these clauses are fair, clearly written, and not overly punitive if an employee leaves a company. For example, repayment cannot drag out for years, and if you’re let go involuntarily, companies generally cannot demand the money back.
The law takes effect January 1, 2026 and applies only to new agreements signed after that date.
Alex put it this way: “California wants employees to feel free to move, not trapped by repayment clauses. This law just puts clearer boundaries around what's reasonable.”
Even if you’re outside California, it’s worth keeping an eye on since other states often follow California’s lead.
2. Non-competes and NDAs
These terms come up often in the context of job offers, and it’s important to know how they actually work.
- Whether or not non-competes are enforceable varies by state, but in California, not only are they not enforceable, you can actually report the company even for simply having the clause in the employment agreement.
- NDAs are typically valid when used to protect genuine company information, but not if they’re used to silence or restrict someone’s future work.
The main idea is simple: do not sign anything you do not understand, and if a clause feels overly broad or confusing, it’s worth asking questions before signing.
“It’s not about what the clause is called,” Alex Daniels said. “It is about what it actually does.”
3. Severance and layoffs
Severance packages are not one-size-fits-all. They depend on your role, seniority, and the company’s circumstances.
Alex shared that it’s always worth asking whether there is flexibility, especially if you’ve been with the company for a while or hold a leadership role.
He also noted that certain factors can change how much leverage you have. If you were part of a mass layoff, you likely don’t have much leverage. If it was a one-off firing though, especially if you’re part of a protected class and you believe that you could have been discriminated against, it could be worth speaking to a qualified employment attorney who can help clarify your options.
“The two times you have the most leverage are when you are getting hired and when you are leaving,” he said. “It never hurts to ask.”
4. Pregnancy and disclosure
A common question we get from clients is when to tell an employer that you're pregnant.
Alex’s take: there is no legal obligation to disclose your pregnancy during interviews or negotiations. Thus if you want to share, from a legal standpoint it’s usually best to do so after you’ve signed a written offer.
Once you're officially employed, both federal and state laws provide various protections, but during the offer stage it’s smarter to secure everything in writing first.
So there is no legal requirement to disclose your pregnancy during the interview or offer stage, but the timing of that conversation is ultimately personal.
(Side note: we’ve helped a number of past clients handle when and how to deliver the news that they were pregnant during the interview and negotiation process, all while gaining significant comp increases to their offers. If you find yourself in this situation, book a call with us and let’s chat!)
5. Startup equity
Equity is one of the most confusing and sometimes overhyped parts of compensation.
Alex walked us through the main idea: focus on understanding what type of equity you're being offered and how it vests. Whether it is RSUs, RSAs, or stock options, each comes with different timing, tax, and ownership implications.
“Think of equity as part of your total compensation picture,” he said. “It’s not about chasing a big number, but about knowing what you’re getting.”
If you’re unsure what your offer means in practice, that is a good time to get a professional to help you understand what you’re signing.
6. When it is worth hiring a lawyer
Alex’s general rule: if you’re making roughly more than $200K in comp per year and your offer includes equity, repayment clauses, or a lot of legal language you don’t fully understand, spending a few hundred dollars on a lawyer review is money well spent.
This applies especially to senior roles or startup offers where stock and IP terms can be complex.
“It’s like an insurance policy,” he said. “You may not need it, but when you do, it’s priceless.”
If you want to hear our full conversation with Alex Daniels (and a few of his best one-liners), you can listen to the full episode on the Gentle Power podcast: YouTube | Spotify | Apple
To learn more about Alex and his legal work, connect with him on LinkedIn or visit his website at decryptedlaw.com.
Best,
Gerta & Alex
Co-founders, YourNegotiations.com
P.S. Are you job searching or have upcoming negotiations?
Book a free call with us, where we’ll learn more about your situation, offer some free tips, and explore if we’re a good fit to work together: https://calendly.com/alexhapki/call
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