[COMPANY NAME] [Date] Attn:[Employee Name] [Address] [Address] **Re: Employment Terms** Hello [First Name]: [Company Name] (the "***Company***") is pleased to extend to you an offer of employment for the role of [position], subject to the terms set forth below. Your primary responsibilities will include [duties], and you will report directly to [manager]. Your regular work location will be [the Company's office at [location]/your home office (remote)] in [city, California]. The Company reserves the right, in its discretion, to modify your title/role, responsibilities, and work location from time to time. Your annual base salary will be $[annual salary], subject to applicable payroll deductions and withholdings, and will be paid in accordance with the Company's regular payroll practices on a [once per month / semimonthly / every two weeks] basis. During your employment, you may participate in the Company's benefit programs made available from time to time to similarly situated employees, in each case subject to the applicable plan documents and the Company's generally applicable policies described in the Company handbook. At present, exempt employees do not earn or accrue vacation and are not subject to a stated annual cap on the amount of vacation they may take. Requests for paid vacation will be reviewed and approved by supervisors based on factors such as the employee's progress toward work objectives or milestones, project status, equitable impact on the team, and the employee's productivity and efficiency. The opportunity to take vacation is not additional compensation for services, but reflects the Company's intent to provide exempt employees with scheduling flexibility. Because vacation is neither allocated nor accrued, there is no "unused" vacation to carry over from year to year or to be paid out upon termination of employment. Additional information regarding benefits is available for your review. The Company retains the right, in its discretion, to modify compensation and benefits from time to time. Employment with the Company is on an "at-will" basis. Accordingly, you may end your employment at any time, for any reason or no reason, by providing notice to the Company. The Company similarly may end your employment at any time, with or without cause and with or without prior notice. No change to this at-will relationship will be effective unless set forth in a written agreement signed by you and an officer of the Company. You are expected, as an employee of the Company, to comply with all applicable Company policies and rules. Your employment is conditioned on your signing and adhering to the Employee Confidential Information and Inventions Assignment Agreement attached as Exhibit A, which, among other things, restricts the unauthorized use or disclosure of the Company's proprietary information. In performing services for the Company, you must not use, disclose, or rely upon any confidential or proprietary information (including trade secrets) of any prior employer or of any other person or entity to whom you owe duties of confidentiality. You are expected to use only information that is publicly available or generally known and used by individuals with experience and training similar to yours, that constitutes common knowledge in the industry, or that is lawfully provided by, or developed for, the Company. You agree not to bring onto Company premises (or otherwise provide to the Company) any non-public documents, materials, or property belonging to any former employer or any other person or entity to whom you have confidentiality obligations. You represent that you have informed the Company of any agreement you have entered into that could limit or restrict your activities on behalf of the Company. The Company's standard business hours are 9:00 a.m. to 5:00 p.m. Pacific Time, Monday through Friday. As a full-time, salaried exempt employee, you are expected to work during those hours and any additional time reasonably required by your job responsibilities, and you will not be entitled to overtime pay. [Select one of the following arbitration options and delete the other before finalizing this letter.] OPTION A — JAMS Arbitration. To promote the prompt and cost-effective resolution of disputes arising out of or relating to your employment relationship with the Company, you and the Company agree that, to the fullest extent permitted by law, any and all disputes, claims, or causes of action--whether at law or in equity, including statutory claims--arising from or relating to the enforcement, breach, performance, or interpretation of this agreement, your employment, or the termination of your employment, shall be finally resolved by binding, confidential arbitration under the Federal Arbitration Act, 9 U.S.C. §§ 1-16, administered by JAMS (or any successor) in accordance with JAMS' then-current employment arbitration rules and procedures (available upon request and currently at ). Any arbitration demand must be made within the time period that would apply if the claim were filed in court. If arbitration is not timely demanded (or, where applicable, a counterclaim, cross-claim, or third-party claim is not timely asserted), such failure will constitute a waiver and release of all such claims. **By entering into this arbitration agreement, you and the Company understand and agree that you each waive the right to have covered disputes decided by a judge or jury, or through an administrative proceeding.** Further, all claims covered by this section must be brought only on an individual basis and may not be asserted as a plaintiff (or claimant) or class member in any purported class, collective, or representative action, nor may they be joined with or consolidated with the claims of any other person or entity. The arbitrator shall have no authority to consolidate claims involving more than one person or entity and shall not conduct any class, collective, or representative proceeding. If the foregoing restrictions on class or representative claims are held unenforceable or otherwise unlawful, then any such class or representative claim(s) shall proceed in a court of competent jurisdiction and not in arbitration. This paragraph does not apply to any claim that, as a matter of law, may not be required to be arbitrated, including without limitation claims under the California Private Attorneys General Act of 2004 (as amended), the California Fair Employment and Housing Act (as amended), and the California Labor Code (as amended), to the extent such claims cannot lawfully be submitted to mandatory arbitration and the applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, "***Excluded Claims***"). If you seek to assert multiple claims, including one or more Excluded Claims, the Excluded Claims may be filed in court, and any remaining claims shall remain subject to mandatory arbitration. You may be represented by counsel in the arbitration. The arbitrator shall (a) have the authority to order adequate discovery as necessary to resolve the dispute and to award any relief that would otherwise available under applicable law, and (b) issue a written, signed decision setting forth the disposition of each claim and any relief awarded, together with the reasons for the award and the arbitrator's essential findings and conclusions. The arbitrator may award any relief that would be available to you or the Company to seek in a court of law. The Company will bear all JAMS arbitration fees and costs in excess of the administrative fee that you would have been required to pay had the dispute been heard in court. Nothing in this letter agreement limits either party's ability to seek injunctive relief in court to prevent irreparable harm pending completion of any such arbitration. OPTION B — DecisionLayer Arbitration. Note: The following uses the standard DecisionLayer arbitration clause, which provides for arbitration that may be administered by AI under human supervision. For more information, see https://decisionlayer.ai. This agreement requires you to arbitrate any disputes arising out of or relating to your employment relationship with the Company in an individual arbitration and not a class arbitration. You acknowledge that by accepting this offer, you waive any right to a jury trial and any right to participate in a class action or class proceeding. 1. Arbitration of Disputes. Any dispute arising out of, relating to, or in connection with your employment relationship with the Company — including questions of interpretation, formation, breach, termination, validity, enforceability, or arbitrability — will be resolved by binding arbitration administered by Decision Science Research Corporation ("DecisionLayer") under its rules, available at https://www.decisionlayer.ai/rules (the "Rules"). The arbitrator has authority to determine all threshold questions of arbitrability. Judgment on any award may be entered in any State or Federal court in New York County, New York, or any other court of competent jurisdiction. Your employment relationship, to the extent governed by this arbitration clause, is governed by the Rules, the Federal Arbitration Act, applicable federal law, and the internal laws of the State of New York (without reference to conflict-of-law rules). By agreeing to arbitration under this clause, you acknowledge that DecisionLayer may resolve disputes using an artificial intelligence or large language model ("AI") acting under human supervision, a human arbitrator, or a combination of both, as selected by the parties under the Rules. All information reviewed by any AI during arbitration is also reviewed by a human case manager, and any award is likewise reviewed by a human case manager before issuance. Every award will be accompanied by a written opinion explaining the reasoning, including findings of fact and conclusions of law. Your relationship with DecisionLayer is governed by the DecisionLayer Terms of Service at https://www.decisionlayer.ai/terms. 2. Excluded Claims. This arbitration clause does not apply to any claim that, as a matter of law, may not be required to be arbitrated, including without limitation claims under the California Private Attorneys General Act of 2004 (as amended), the California Fair Employment and Housing Act (as amended), and the California Labor Code (as amended), to the extent such claims cannot lawfully be submitted to mandatory arbitration and the applicable law is not preempted by the Federal Arbitration Act or otherwise invalid (collectively, "Excluded Claims"). If you seek to assert multiple claims, including one or more Excluded Claims, the Excluded Claims may be filed in court, and any remaining claims shall remain subject to mandatory arbitration. 3. Consent and Waiver. YOU ACKNOWLEDGE, AGREE, AND IRREVOCABLY WAIVE ANY OBJECTION TO: (A) AI ARBITRATION; (B) DECISIONLAYER'S ARBITRATION AUTHORITY; (C) THE RULES; AND (D) THE DECISIONLAYER TERMS OF SERVICE. 4. Waiver of Choice of Law/Forum Objections. YOU IRREVOCABLY WAIVE ALL OBJECTIONS TO THE CHOICE OF LAW AND FORUM DESCRIBED ABOVE, INCLUDING FORUM NON CONVENIENS OBJECTIONS, AND CONSENT TO THE JURISDICTION OF THE NEW YORK COURTS FOR PURPOSES OF ENTERING OR REVIEWING ARBITRATION AWARDS. 5. Jury Trial Waiver. BY AGREEING TO ARBITRATION YOU WAIVE YOUR RIGHT TO A JURY TRIAL. 6. Class Action Waiver. ALL CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING, UNLESS OTHERWISE PROVIDED BY LAW. YOU WAIVE YOUR ABILITY TO JOIN A CLASS ACTION ARISING FROM OR RELATED TO YOUR EMPLOYMENT OR YOUR RELATIONSHIP WITH COMPANY. 7. Binding Arbitration and Limited Appeal. DECISIONLAYER ARBITRATION IS BINDING. GROUNDS FOR OVERTURNING OR APPEALING AN AWARD ARE LIMITED. ANY MOTION TO CONFIRM, VACATE, OR MODIFY AN AWARD SHALL BE BROUGHT UNDER THE FAA AND/OR NEW YORK LAW (NY CPLR ARTICLE 75), WITHOUT REFERENCE TO CONFLICT-OF-LAW RULES. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU WAIVE ANY RIGHT TO APPEAL EXCEPT AS EXPRESSLY PERMITTED UNDER THE FAA. 8. Costs and Fees. Each party bears its own attorneys' fees and arbitration costs unless otherwise provided by law, the Rules, or an arbitration award. 9. Service of Process. You consent to receive notice of arbitration proceedings by any of the following: through DecisionLayer's website (if you have an account); by email to any address you have provided to the Company; via other contact information you have provided to the Company; or as permitted by applicable law. Service by any one of these means is effective. You waive all objections to service of process in any of these manners. 10. Opt-Out. You may opt out of this arbitration clause and the class action waiver by sending written notice to [Insert Email or Address] within 30 days of first agreeing to this letter agreement (or being notified of a material change to this clause). Your notice must include your full legal name, your address, and a clear statement that you wish to opt out. 11. Severability. If any provision of this arbitration clause is invalid or unenforceable, it will be automatically modified to the minimum extent necessary to be enforceable; all other provisions remain in full force and effect. 12. Material Inducement. YOU ACKNOWLEDGE THAT YOUR AGREEMENT TO ARBITRATE BEFORE DECISIONLAYER IS A MATERIAL INDUCEMENT FOR COMPANY TO ENTER INTO THIS LETTER AGREEMENT WITH YOU. --- This letter, together with the Employee Confidential Information and Inventions Assignment Agreement, constitutes the entire and exclusive agreement between you and the Company regarding the terms of your employment. It replaces and supersedes all prior or contemporaneous understandings, commitments, or assurances, whether written or oral, made by any person. You confirm that you have not relied on any statement or representation other than those expressly set forth in this letter and the Employee Confidential Information and Inventions Assignment Agreement. Except for matters that this letter expressly permits the Company to change in its discretion, no change to your employment terms will be effective unless it is in a written document signed by an officer of the Company. If any provision of this offer letter agreement is held invalid or unenforceable, in whole or in part, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it enforceable in a manner that best reflects the parties' intent, to the extent permitted by applicable law. This letter may be executed and delivered by email or other electronic transmission (including PDF and any electronic signature compliant with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law) and, when so delivered and executed, will be deemed validly delivered and executed and effective for all purposes. This offer is subject to (i) the Company completing a reference check with results satisfactory to the Company and (ii) your providing verification, satisfactory to the Company, that you are authorized to work in the United States. You agree to cooperate as reasonably requested and to promptly complete any forms or provide any documents the Company requests in order to satisfy these conditions. * * * If you wish to accept employment with the Company on the terms described above, please sign and date this letter and the Employee Confidential Information and Inventions Assignment Agreement attached as Exhibit A, and return both to me no later than _________________. If you accept this offer, your anticipated start date will be _________________. We appreciate your consideration and look forward to the opportunity to work together in a successful and positive employment relationship. Respectfully, | By: [Name], [Title] | | | | --- | --- | --- | | Understood and Accepted: | | | | [Employee Name] | | Date | | Email Address:[Email] | | --- | Exhibit A: Employee Confidential Information and Inventions Assignment Agreement --- This template was prepared and made publicly available by General Legal, PC ("General Legal"). It is provided for general reference purposes only and does not constitute, and should not be construed as, legal advice, or an endorsement or review of any particular transaction in which it is used. Use of this template does not create an attorney-client relationship with General Legal. General Legal has not reviewed, and takes no position on, any modifications made to this document or the deal terms it is used to document.