Translate a contract clause.
What it says, what it means, what you're actually agreeing to, and the specific parts worth pushing back on.
You're about to sign something — a lease, an offer letter, a partnership agreement — and one specific clause is either unclear or feels one-sided. Paste the clause and this prompt returns a plain-English translation with the specific negotiating points you'd want to raise before signing.
THE PROMPT
Translate the following contract clause into plain English and tell me what to push back on. This is not legal advice — it's the prep I'd do before talking to a lawyer or before signing something small enough that I won't hire one. Structure the response as: **What it says (plain English)** One paragraph. Restate the clause without legalese, without softening the sharp edges. If it says "party may terminate immediately for any reason", say that, not "there's some flexibility around termination". **What I'm agreeing to** Bulleted list of the specific obligations, restrictions, or waivers this clause imposes on me. One line each. **What the other side is agreeing to** Bulleted list of what this clause obligates the other party to. If it's silent on the reciprocal, name that — asymmetric clauses matter. **Worth pushing back on** 2-4 specific points I could raise if I want to negotiate. For each: what to ask for, and one line of reasoning. Not "make it more balanced" — a specific edit to the clause language, if possible. **Would a lawyer read this differently** One sentence. Is this a clause where the plain-English read is likely close to the legal read, or is this the kind of clause where a lawyer would catch something I'd miss? If the latter, name why. Clause: [PASTE CLAUSE] Context (what the contract is for, roughly): [E.G., "employment offer at a mid-sized SaaS company"]
**What it says**
For 12 months after your employment ends, you cannot work at any company that competes with us anywhere in North America. If we think you've violated this, we can sue you and you pay our legal fees regardless of who wins.
**What I'm agreeing to**
- 12-month exclusion from the entire competitive market in North America.
- Fee-shifting on legal action they initiate — I pay their fees even if I win.
- No carve-out for role type — even taking a different job function at a competitor is prohibited.
**What the other side is agreeing to**
- Silence. The clause creates no obligation on the employer's side — no minimum notice, no severance in exchange for the restriction, no help finding non-competitive work.
- Note: without consideration (something they give you in exchange for the restriction), some jurisdictions won't enforce a non-compete at all. This one has none named.
**Worth pushing back on**
- Geographic scope: ask for "the state of [your state]" or "cities where we have offices" instead of "North America". Justification: the employer's legitimate interest doesn't extend to markets they don't operate in.
- Duration: ask for 6 months instead of 12. Justification: 12-month non-competes are increasingly unenforceable in employee-friendly jurisdictions, and 6 months matches most industry norms.
- Fee-shifting: strike the sentence entirely. Justification: this is uniquely aggressive — even if I win the case, I lose money defending myself.
- Consideration: ask that any period of non-compete after termination is paid at 50% of base salary. Justification: without this, the clause is legally weaker AND practically punishing.
**Would a lawyer read this differently**
Yes — meaningfully. Non-compete enforceability varies by state (California and North Dakota won't enforce them at all; the FTC's 2024 rule further limited them federally, though litigation ongoing). Before signing a non-compete this broad, spend $300 on a 30-minute employment-lawyer consultation. That's real money worth spending.