Employment Agreement Analysis

Why it matters: You could lose ownership of a weekend app, open-source project, or startup idea if Meridian can claim it's 'related to the company's business.' This has happened to engineers at large tech companies who lost rights to valuable side projects.

Why it matters: While unenforceable in California today, if you ever take a remote job or move to a state like Florida, Texas, or Georgia, this clause could be used to block you from working for competitors — or to threaten you with litigation.

Why it matters: If Meridian underpays you or discriminates against a group of employees, the class action waiver means each person must fight individually — making collective action economically impossible.

Why it matters: If you leave Meridian with unused PTO, the company may try to deny payout based on this clause — even though California law requires them to pay it. This sets up a potential wage dispute at termination.

For 12 months after you leave, you cannot work for any company that competes with Meridian in the software industry — anywhere in the United States.

Note: In California, non-compete agreements for employees are almost entirely unenforceable under Business and Professions Code §16600. However, this clause could still cause problems if you move to another state.

California Business and Professions Code §16600 makes most employee non-competes void and unenforceable in California.

Anything you invent or create that is 'related to the company's business or actual or demonstrably anticipated research or development' belongs to Meridian — even if you built it on your own time with your own computer.

Note: This clause is exceptionally broad. It could claim ownership of side projects, open-source contributions, or personal apps you build outside of work hours.

California Labor Code §2870 limits employer IP claims to inventions that use company resources or relate directly to the employer's business — but 'relates to business' is interpreted broadly by courts.

If there's a dispute between you and Meridian — including wage theft, harassment, or wrongful termination — you must go through private arbitration instead of suing in court. You give up your right to a jury trial.

Note: Arbitration is typically faster and cheaper for employers. Studies show employees win less often and receive lower awards in arbitration than in court. You also cannot join class action lawsuits.

The Federal Arbitration Act (FAA) generally makes these clauses enforceable. California's attempt to ban mandatory employment arbitration (AB 51) was struck down by federal courts.

Either you or Meridian can end the employment relationship at any time, for any reason (or no reason at all), as long as it's not an illegal reason like discrimination.

Note: This is standard in most US employment contracts. However, it means you have no guaranteed job security regardless of your performance.

At-will employment is the default rule in all US states except Montana. Courts have recognized exceptions for implied contracts and public policy violations.

For 18 months after you leave Meridian, you cannot try to hire or recruit any Meridian employees to join your new company.

Note: Unlike non-competes, employee non-solicitation clauses have more complex treatment under California law. Recent cases suggest they may be enforceable in narrow circumstances.

The enforceability of employee non-solicitation clauses in California is unsettled after the 2023 California Supreme Court decision in Ixchel Pharma v. Biogen.

You receive 15 days of PTO per year, which does not accrue — it is 'use it or lose it' with no carryover.

Note: California law prohibits 'use it or lose it' PTO policies. Accrued PTO is considered wages and cannot be forfeited. This clause may be unenforceable as written.

California Labor Code §227.3 treats accrued vacation as earned wages that must be paid out upon separation — making 'use it or lose it' policies illegal in California.