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Ask HN: Company got acquired, new contract seems oppressive

• functional_test 11y ago
  Find an employment attorney. Pay that person for an hour or two to read the contract for you. They will be able to offer much better advice than HN.
  • carterschonwald 11y ago
    yes. talk with a lawyer.
  • dopamean 11y ago
    This is the correct answer. I worked at a company that was acquired earlier this year and I didn't care for the new employment contract. Unfortunately, the sale was contingent on a certain percentage of the team signing the new employment contract. I had a lawyer look at the whole thing and he told me that because of the way the deal was worded I could sign and quit without affecting things. I looked at the contracts a ton myself and basically made no sense of it. The lawyer spent a couple hours and it was a big help.
    • nicwest 11y ago
      did you quit in the end?
      • dopamean 11y ago
        Yes.
  • ExhibitAClause2 11y ago
    Whats the best way to go about finding one on short notice in a generic major city?
    • johncs 11y ago
      If you're in California I can give you a recommendation (I have no affiliation with him aside from hiring him in the past). I don't know of a general way of finding a lawyer on short notice.
      • ngoel36 11y ago
        As can I
    • tarikjn 11y ago
      I've had success selecting lawyers with Avvo in the past. They have a new service called AvvoAdvisor that will connect you with a lawyer immediately (I haven't tried it, but I've tried Lawdingo which was OK). I think this can help you perhaps get a bird eye view on your matter and pre-select someone for more thorough work.
    • chrsstrm 11y ago
      I won't name the "Uber for Lawyers" service we recently used for a minor task, but it was just as bad as you might think it would be. I would not recommend anything like that to anyone, especially for trivial services. When hiring another firm I did a lot of prelim research on Avvo.com - they give you a good amount of detail and user reviews without having to create an account. It's easy to find the attorneys who are listed on there without having to use Avvo's system. I still think the best way to find an attorney in a specific field is to ask other attorneys in any other field.
      • wpietri 11y ago
        Having heard horror stories of Uber drivers asking the equivalent of, "Which bridge is the Golden Gate Bridge?" I cannot imagine the clusterfuck that would result from an Uber for lawyers.
  • moron4hire 11y ago
    Had a friend mention he was going to do this on a job interview and the company he was talking to almost immediately cut him a settlement check to keep him from doing it and to just make him go away. Don't ever assume something a company is doing is on the up-and-up.
    • xienze 11y ago
      Can you elaborate? He was interviewed as in, came in off the street, so to speak, to interview, made mention of having a lawyer review contract language and was cut a check? Or was this an interview with the acquiring company?
      • moron4hire 11y ago
        He went through a phone screening, then a technical interview. They made him an offer and sent him a contract. A clause in particular caught his eye: Employee fully and unconditionally grants, assigns and transfers to the Company any and all Inventions created, developed, discovered, conceived, invented, learned, or suggested by Employee during the performance of Employee’s obligations under this Agreement and for a period of one (1) year thereafter, whether or not such Inventions are made during working hours or on the property of the Company, whether or not such Inventions are related to the business, activities or interests of the Company and whether or not such Inventions are patentable, copyrightable, or protectable with a trademark, service mark or otherwise. He asked me to look it over, a more experienced eye I guess. As soon as I opened the document, big red flag, it was 15 pages long. I've never had anything over 3 pages. The more I read it, the worse it got. They really, really needled in on the invention thing, and had all these side rules that it included anything that wasn't even patentable, and that you wouldn't argue against any claim they made unless you could prove that your work had been done before starting there by producing a patent. They required 30-days notice before leaving, which in PA is illegal to stipulate. There were restrictions for two years against soliciting anyone they had ever solicited, not just their customers. There were statements that unpaid overtime was expected, which is also illegal in PA (employees are allowed to work unpaid overtime but it cannot be a requirement for employment). And there were weird things in there like stipulating that the employee worked exclusively for the CEO. What was the point of that? It was just a complete mess. So I suggested he should get a lawyer to review it. In the mean time, they started pressuring him to sign, he told them it was with the lawyer right now (though he hadn't yet found one, he was just stalling), and they freaked. Cut him a check of a few thousand dollars to go away and agree to a gag order. But I didn't agree to shit! However, I still won't name them because I'm fairly certain they'd launch a full-frontal libel lawsuit against me. Just one of those kinds of places.
  • jt2190 11y ago
    There's some very good discussion about IP rights in this thread: https://news.ycombinator.com/item?id=2208056 https://news.ycombinator.com/item?id=2208056
• leriksen 11y ago
  maybe just print out "ls -alR /" and say "these are all my pre-existing inventions and and ideas, and supporting software"
• geophile 11y ago
  Talk to a lawyer. FWIW: While this clause may be oppressive, it is not uncommon. It has been in (almost?) every employee agreement I've signed. I always filled in the addendum to exclude ideas I had previous to the job, that I wanted to pursue on my own.
• egocodedinsol 11y ago
  Assuming you do get a 'reasonably priced' lawyer in this situation, how confident can you be in the answer? Put another way, if @ExhibitAClause2 were to end up in court how much would the outcome depend on the quality of lawyer arsenal at his disposal versus BigCo? I ask because there are countless scenarios when an attorney clears something and an expensive lawsuit still occurs, e.g. patent trolls.
  • fredkbloggs 11y ago
    Successfully suing a large corporation is effectively impossible in the United States, regardless of merit. Your only hope is that the case is so egregious that you get a modest settlement offer just to go away, along with the one-in-a-million chance that some superstar lawyer takes your case pro bono. Practically speaking, you will never make it into a courtroom because you will be broke years before the case reaches that point. So the reason to work with counsel before signing the contract is to understand what can be done to avoid the need for litigation later, and the likely consequences of each possible approach. Options may range from filling out the paperwork in a certain way to renegotiating terms to walking away from the acquirer's offer. If you want non-legal advice, walk away. If you wanted to be working for BigCo, you could have joined up years ago. You didn't. Go find the next thing that's right for you instead.
    • fatman 11y ago
      You don't need a lawyer pro-bono, just one on contingency. If you can survive the motion to dismiss at the outset, you've now entered discovery, and BigCo will now start incurring bigtime legal costs. Settlement offers will be forthcoming. Litigation isn't about winning in the courtroom, it's about inflicting pain until someone says "uncle". (Patent litigation often goes further because the stakes are so high. Your five-figure breach of contract suit, not so much.)
• heyadayo 11y ago
  https://www.lawgives.com https://www.lawgives.com
• chvid 11y ago
  Talk to a labor union.
  • chvid 11y ago
    :-) Why the down votes? This is a serious suggestion; I don't know the exact situation in America but in Europe all trade unions have trained advisers looking at stuff like this every day. Going to an union is a much more effective and cheaper solution than every employee talking to an employment lawyer on their own.
    • protomyth 11y ago
      Didn't down vote [edit: upvoted], but it doesn't quite work that way in the US for any of the unions that would cover developers, good info for Europe though.
    • mwfunk 11y ago
      I know that labor unions are much more widespread in Europe than they are in the US these days, but that's all I really know about the European situation. Still, are things THAT much different in Europe? Honest question. I just can't imagine that they'd give free legal advice to nonmembers, or that there would be a lot of expertise in this specific area of employment law. Or is that not true? Maybe I've been biased by the labor climate in the US, but that's just not how I thought things worked in (most of) Europe.
      • bgia 11y ago
        You're being biased by the climate in the US. A lot of union rep would give free legal advice to nonmembers, especially for small and common things such as clauses in employment contracts.
        • gaadd33 11y ago
          Would a union rep have a lot of experience with intellectual property agreements and their legal consequences? I would have guessed that most union reps consult lawyers when they finalize a contract and don't have the law background needed.
• patio11 11y ago
  Are there any "uber for lawyers" services online c.f. Lawdingo (YC 13), which is Uber for lawyers. No relation; never pulled the trigger on actually using it. Incidentally, my last employment contract had a similar clause in it. After consulting with my bosses, who thought it was the usual boilerplate and didn't really expect a young engineer to have meaningful IP, we came up with a list which looked like: 1) Bingo Card Creator [the only IP I was really worried about] 2) Various contributions to the OSS projects listed in Appendix A [these days I'd literally just print a listing of all repos in Github] 3) Miscellaneous computer programs, inventions, and documents which exist on physical or electronic media as of $DATE and are impractical to list -- $COMPANY acknowledges this disclosure is adequately specific for its purposes
  • lostdog 11y ago
    I tried #3. Company lawyers requested that I change it as it was holding up an acquisition.
• deleted 11y ago
  [deleted]
• borski 11y ago
  This is standard practice in most default employment contracts, including literally every single one I've signed as an employee. It's in our employer contract too, and we've all signed it. I usually include, as one of the disclosed items, something along the lines of "other open source or business ideas I may come up with or have come up with on personal time and while using personal, non-company, property." One of our employees did this too, and I took no issue with it. My guess is if you have an employer suing you for infringement based on work you did there, you have burned a bridge and have much bigger problems than just this lawsuit. Edit: IANAL, this is not legal advice, etc.
  • Silhouette 11y ago
    This is standard practice in most default employment contracts Where I come from, it is also fairly standard practice for anyone who is any good at all to seek to amend such loaded terms before signing the contract. Just because it's in the default contract that the company lawyers wrote, that doesn't mean you have to actually accept it unchallenged.
    • borski 11y ago
      Yes, that's also true. It doesn't mean the company will accept the redlines or spend their counsel's time dealing with it, but completely appropriate to try and challenge it.
      • Silhouette 11y ago
        I've been doing this stuff professionally for some number of decades. To my knowledge, I have literally never encountered a company that stood by such a loaded term and lost their would-be new hire over it. On the few occasions I've had to raise the issue myself, the response has invariably been that the responsible manager thought it was a reasonable thing to negotiate and we quickly settled on a more balanced alternative. No doubt there are exceptions out there somewhere, because as you say the company isn't required to negotiate seriously, but for any but the most junior hires in the most employer-friendly market conditions, I find it hard to see most companies aborting an otherwise successful hiring process over something petty like this.
• Silhouette 11y ago
  Standard disclaimer applies: You need a lawyer qualified in your jurisdiction to check your contract. Personally I always recommend this for any employment contract. The cost of one decent lawyer for an hour vs. the potential risk that an employer sneaked something irrevocable and completely disproportionate in? It's not even close. That said, I once had exactly the described problem: post-acquisition, new company wants to adjust a lot of contractual wording on things like IP heavily in their favour, at a software business where many of the staff are also creative outside work in one way or another. Most of my colleagues didn't realise the implications of the proposed IP clauses and in particular the potential impact on their time outside office hours until these dangers were pointed out, but many strongly disliked the new terms once awareness was raised. Without getting into details I possibly shouldn't, let's just say that what the acquiring company's lawyers or HR people would like to happen will probably be outweighed by a significant proportion of staff from the acquired company refusing to sign the oppressive deal and threatening to walk. If you can reach critical mass, management is likely to step in and do what they have to so they can protect the new investment and CTA. In the end, the wording of the relevant sections in our new contracts was identical to the corresponding sections in our old contracts. Incidentally, probably one of the biggest mistakes of my professional career was sticking around for too long after I already knew what kind of business the new employer was from their initial behaviour. With hindsight, I should have given them a fair chance once they'd backed down -- a few months, perhaps -- but then having confirmed that the new corporate culture was similarly unwelcome in many other respects I should have started looking long before I actually did. YMMV.
• pvg 11y ago
  This paperwork is standard. The company wants to protect itself against a scenario in which you, after being steeped in its business, come up with some way to do it better/more efficiently/cheaper but claim the idea came to you while you were at home in the shower and thus they have no rights to it. Your out is the form that lists the 'inventions' you might have that you want excluded from this clause. You can always add to it later, too, should you come up with something that is unrelated to your employer's business that you want to work on yourself as long as you and the employer can agree it doesn't interfere with your full-time duties as an employee. Usually, all of this is a formality - just keep the paperwork up to date when needed. I don't think your new employer is trying to screw you.
  • Silhouette 11y ago
    This paperwork is standard. I strongly disagree. It's not unusual for a new employer to try to pull a fast one here, but IME the actual standard among reasonable employers and employees involves wording like "in the course of your employment" or the local equivalent. In short, what you do on company time, with company resources, or in connection with your work at the company is theirs, but anything else is yours by default. This sort of arrangement protects their interests just fine without granting them unnecessary and unreasonable control over their employees' lives outside work, at which point whether the employer is trying to screw the employee on this or not is academic because they have no contractual ability to do so.
    • pvg 11y ago
      Well, I guess I strongly disagree that it's 'not unusual' for employers to try to 'pull a fast one'. This sort of agreement is standard precisely because it gives both parties a way to protect themselves and delineate what belongs to whom. Bad things happen when you don't have such an agreement. Perhaps things are different in the UK, but I'll echo what 'borksi said downthread - just about every software job in the US will come with such an 'Assignment of Inventions' bit of paper.
      • Silhouette 11y ago
• olefoo 11y ago
  Remember that this contract is a negotiable agreement. You can strike clauses and file an amended agreement, they can refuse to accept such things; but you are not obligated to sign unless they are compensating you adequately for what you are giving up. Approach this as an equal; decide what _you_ are willing to put up with. Nobody on this forum can tell you what you can and cannot live with. Do figure out your BATNA at this time.
  • log_n 11y ago
    The compensation part is actually really interesting. My particular industry is notorious for using really strongly worded non-competes. Those don't fly at all in California but they do fly in a fair number of other states. In Illinois there was a court ruling that stated that non-compete agreements are not enforceable unless a specific bonus is paid for signing the agreement. Continued employment (in that case of just under 2 years, after an acquisition) was not enough compensation. So, if you are asked to sign one of these things either ask for some cash up front or hold in your back pocket that it's probably not enforceable (though it can certainly end in litigation which can be terrible for everyone involved).
  • hga 11y ago
    but you are not obligated to sign unless they are compensating you adequately for what you are giving up In the US, at least in general, this is a contract, and without the employee getting "consideration" it's not valid. And mere continued employment doesn't count, they'd have to give you something extra such as a raise or bonus.
    • olefoo 11y ago
      What I meant by 'not obligated to sign' was that there are more than a few paths open. Some of those paths involve separation from this employer. The original poster needs to figure out what his options are, and what he can do if he can't negotiate an outcome he finds satisfactory.
• ninjakeyboard 11y ago
  I was cut after an aq - at least you're still there :)
• bsder 11y ago
  Get a lawyer to look this over. LegalShield (https://www.legalshield.com/ https://www.legalshield.com/) is effectively a multi-level marketing scheme, but the product is actually sound. It has helped a couple of friends of mine with both contract and criminal defense issues. LegalShield is also very useful if you happen to suffer from "driving while brown/black" as they can be called 24/7.
• uberweb 11y ago
  This sounds like a plot lifted straight from silicon valley.
  • theklub 11y ago
    First thing I thought of too.
• retrogradeorbit 11y ago
  Strike the clause. You are in a negotiation. They are going to structure the contract to be filled with things they'd love to have. Most people just sign. But there a clauses that are love-to-haves, but not must-haves. Maybe this is one of them. If it's one of the must-haves, they'll let you know by saying they cant accept the contract with that clause struck.
  • vacri 11y ago
    And talk to your colleagues - the more of you that strike a clause, the more political weight you'll have. Others may also not realise the issue in that clause. I struck two clauses in my catch-all generic contract when I signed on here: no installing software on my own machine; and no installing free software. As a sysadmin hired to admin linux, these had to be struck or I couldn't do my job :)
    • calibwam 11y ago
      Maybe the colleagues should start working in some kind of organization? Then they could get real political weight.
      • vacri 11y ago
        Heh, the idea of unionising IT folks often gives me a chuckle.
        • calibwam 11y ago
          I'm unionised, working in IT. In Norway, basically everybody is in a union.
        • linuxydave 11y ago
          Yeah, it does sound weird but it does happen in the UK :)
        • johnward 11y ago
          Why?
• Animats 11y ago
  As others pointed out, you need an hour with a labor lawyer. Fish and Richardson, the law firm, says "Employees: Non compete agreements - don't sign them.[1] It's often effective to take the contract, cross out and initial sections you and your lawyer consider overreaching, sign that, and turn it in. Then the company has to argue with you paragraph by paragraph, tying up their legal counsel, if they really want those terms. Also, there are special legal provisions about requiring a new employment contract from existing employees. I went through this years ago with a very big company, refused certain clauses, and after some huffing and puffing, they gave in. This was important, because I did work for a startup on the side and got stock. [1] http://www.fr.com/files/Uploads/Documents/Dos-and-Don%27ts-of-Fair-Competition-Heidi-Harvey.pdf http://www.fr.com/files/Uploads/Documents/Dos-and-Don%27ts-o...
  • blazespin 11y ago
    Lol, be advised this may cost you your job if you are serious and not bluffing. Get a good competing job offer before trying this. Or be willing to go unemployed (most engineers can risk this) If you are serious, talk to your lawyer. Don't guess or negotiate randomly. In some states this boilerplate language is meaningless, in others not so much. You could be a critical part of the acquisition, in which they bend. Or you could be a part of the product that was going to be redundant anyways and they will be glad of the excuse to let you go.
    • calibwam 11y ago
      If the company wants to hire you, they will want to negotiate a deal that works for both parties. Crossing out and signing might be a bit harsh, but there should be no problem saying to the employer that you disagree with some sections.
      • blazespin 11y ago
        its a very very context dependent situation.
    • soup10 11y ago
• jucaloma 11y ago
  yeah, come to the hackerdojo if u are here in the Peninsula. We have a resident lawyer here.
• jucaloma 11y ago
  Well, the typical state of things, come to the hackerdojo here in Mt View CA, we have a resident lawyer that can probably help you with any questions.
• cvs268 11y ago
  Relax. Take a break. Watch Mad Men. Specifically this episode http://www.imdb.com/title/tt1484414/?ref_=ttep_ep13 http://www.imdb.com/title/tt1484414/?ref_=ttep_ep13
• kzhahou 11y ago
  > Assuming I were to sign and return without enumerating any specifics THEY WOULD OWN the IP to anything I've done previous to this? ianal, but fwiw here's an interesting tidbit I've picked up from lawyers in the past, when in a similar situation: they don't necessarily think of it as "we will own your IP." Instead it's "we will CLAIM to own your IP." The point being that it's not some absolute uncontestable ownership. You're always free to claim ownership yourself, despite anything stated in writing. Anyway, I thought it was interesting because my non-lawyer brain thinks in terms of things I own and don't own, end of story. But the legal department thinks in terms of arguing ownership and resolving disputes in front of a judge.
  • rmc 11y ago
    Perhaps think of it as "joint-ownership"? You and your husband might both "own" your house/apartment.
    • rhizome 11y ago
      I think it's more like Schroedinger's Ownership
• hinkley 11y ago
  Do not, under any circumstances, go to your bosses looking for advice on this. In many cases the C-level employees of the old company have bonuses tied up in retaining a certain fraction of the original employee team for the term of their incentive package, and they lose out on part of their payout if they don't. Not to say your bosses are going to steer you wrong, but it's very likely that it's now a conflict of interests for them to weigh in.
  • mnw21cam 11y ago
    That sounds like a really big opportunity to me. Those bosses are going to want to give you some leeway in order to retain you, which gives you some bargaining leverage.
• jacquesm 11y ago
  Talk to a lawyer. On top of that: the company being acquired does not technically (normally) force you to sign a new contract, they should honour the terms of your old one. But depending on where you're employed they might easily find some grounds to throw you out if you don't sign it so a lawyer should be your first stop. And not a lawyer in any way shape or form associated with the company, make sure they are really on your side (with very large companies especially in smaller towns it can be quite hard to find a lawyer that has not been in some way employed by the company before or that is not in a partnership that has dealings with the company). The real question is how much do you need this job? What is the state of mind of your co-workers about this subject? Good luck!
• spacecowboy_lon 11y ago
  This is pretty standard for I assume the USA. And I would avoid Uber for lawyers you need a real lawyer who specializes in labour law. As my mate Patrick who is a senior Industrial relations specialist and a lawyer said you don't want the guy that did the papers for buying your house advising you.
• grabeh 11y ago
  When you say acquisition, I'm assuming you mean an asset acquisition rather than share purchase? I only say, because technically if it's the latter, the contracting entity won't have changed and depending on the State/country laws, there is no change in the employment relationship. It's a different matter for an asset acquisition but generally, if you're performing the same role, in certain jurisdictions your existing contract terms have to be respected (this is the case in Europe at least, I would assume that in the US, the position is more flexible though). You'd like to think your new employer is reasonable and would at least consider feedback/amendments from you in the first instance. At worst they can reject the proposed amendments and then you will have to decide to accept or look elsewhere, but at least you would have given it a go. Contracts obviously seek to impose clarity on a relationship and so I have some sympathy with a company attempting to create a completely black and white position (if it's not carved out, it's ours). If you are concerned about this approach and want more flexibility then you could revise so any work in your private time unrelated to anything work-related is yours. This comes with its own pitfalls in some ways - it's difficult to nail down with clarity where the dividing line is, which in part explains the company's desire for a black and white approach. In terms of ownership of previous IP, it would depend on the wording of the agreement, they might just be looking for an assignment of future IP developed whilst working for them, or they might want an assignment of past IP not expressly referenced in the agreement. The latter would be rather draconian but that's not to say the company wouldn't request it! I'd be glad to give a read of the contract on an informal basis, if you want.
  • jacquesm 11y ago
    And if it is an asset acquisition then you're technically still employed by your old company and you'd need to formally apply for a job at the new one. These kind of details are exactly why you should hire a labour lawyer. Also, your 100% that if it is a share purchase (even if only a majority stake) that the old contract is simply still valid. Acquisitions of any kind don't magically invalidate all the contracts the company has entered in over its lifespan.
    • grabeh 11y ago
      Like I say depending on the jurisdiction the existing terms may have to be respected due to operation of law. That's the case in the EU with the Acquired Rights Directive (and national implementations) which covers transfers of businesses/undertakings. Employees will automatically transfer, provided that in certain cases employer can update terms and conditions/make redundancies where justified (so called ‘economic, technical or organisational reasons’).
• chrisbennet 11y ago
  If an employer wants you to sign a new employment contract, wouldn't that imply they were re-negotiating your employment? "I assume from this new employment contract that we're renegotiating my employment. Let's discuss my new salary..."
  • smileysteve 11y ago
    As most states are At-Will, both the employer and employee can do this whenever they please.
    • chrisbennet 11y ago
      That's orthogonal my point. My point was that when an employer gives you a new employment agreement you should recognized this for what it is - a renegotiation of terms. At that point, you should feel free to negotiate right back. At-will simply means that they can fire you if you don't sign.
• flanbiscuit 11y ago
  when I began work at a startup once there wasn't explicit language that said they would own what I came up with outside of the office but the language in the contract was vague enough to me that I felt it could be interpreted that way. It also asked me to disclose any existing items. I had them change the language to specifically mention that they would own anything I worked on while inside the office on their computers but I would own anything I did outside of the office not on their computers. I didn't really have anything going on personally at the time but I wanted it clarified just in case. So they key here is that you can negotiate and get them to change things to fit your needs. Like everyone else is mentioning here, take the contract to a lawyer.
• irakli 11y ago
  upcounsel.com is "uber for lawyers" U should never sign anything this serious without consulting a qualified lawyer. Money you will spend is worth it
  • BradRuderman 11y ago
    I work at UpCounsel.com and we can definitely help your business or any business with legal needs. Although we are a marketplace, and we align with the on demand economy, the uber reference doesn't necessarily fit since it assumes the supply (drivers) are all created equal. With UpCounsel our supply (lawyers) are carefully curated, and we match you with a set of lawyers who meet your specific needs. Similar to uber, our lawyers must maintain a high rating while on the platform. Unlike Uber, once you find a lawyer who meets your needs you can continue to work with them on the platform, easily and on-going. Please email me with any questions, or if we can help you with your legal needs. My email is brad [at] UpCounsel.com
• fizx 11y ago
  To be honest, this sounds like a perfectly normal contract. The larger company quite reasonably wants not to have the employees of its 19 acquisitions to each all have completely different paperwork. Personally, I find that the easiest way to deal with prior inventions paperwork is to list all of your prior inventions in semi-specific ways. In a previous company, I listed my prior inventions as "a search hosting platform, with associated technical and business processes." So hypothetically, if BigCo wants to be nasty about a nifty billing trick I told them about (which I had used previously), I can say: "I disclosed that as a prior invention: it was an 'associated business process' I mentioned." But really, the IP/inventions stuff almost never matters to employees, especially at larger companies. If your previous inventions were so amazing, why did you get a day job doing something else?
• burgreblast 11y ago
  Super simple: enumerate your inventions and projects and ideas. If that's not easy to do there's a good chance they're ideas still germinating in your head. Fine, write those down too. Be general and land-grabby if you like. I'll bet you can come up with 100 "projects" in about an hour, and that will well protect your legitimate interests/claims. You can still spend an hour with an attorney telling you a) you don't have to sign it, but b) you might not get the job. But if you have a sweet list, then you're covered.
• a5seo 11y ago
  I have simply described pre-existing IP very very broadly and vaguely, and not had a problem. HR and legal are less likely to challenge what you write than changes you make to their contract language.
  • radley 11y ago
    I concur. I'll usually start with a few apps, then broad ideas, then negate the whole thing by saying any future ideas and/or projects.
• acafourek 11y ago
  I've used UpCounsel for "on-demand" lawyers for things like this. You describe the project and what kind of help you need, then lawyers bid fixed rate quotes. In my experience turn around for quotes is less than a day.
• throwaway549328 11y ago
  This isn't legal advice. As a practical matter let me tell you exactly what I, personally, would do in your exact situation, as an employee. I am very open and approachable, and have never gotten into legal trouble with anything. I personally would feel completely comfortable following the steps below and would not personally consult a lawyer. I am telling you precisely what I would do if I place myself in your shoes. First, in the contract, you state that the section you mention talks about past, and about present IP. I would, on the appropriate page, prominently cross out the section on past IP (completely) and date and sign (full signature) the margin. (i.e. indicating that IP created before employment isn't covered or referred to at all). In the same section, regarding the present and future inventions, I would write by hand in the margin "Except on my own time and outside company resources" in the margin of that section, and date and sign (full signature) it. So there are two changes: completely cross out the entirety on past inventions; add an explicit "Except on my own time and outside company resources" regarding present and future inventions. (I would retain the language, i.e. not cross it out completely.) I would then sign the last page of the contract (i.e. wherever your signature belongs) with a note saying "except past IP, p.6" (or whatever page it appears on) and date and sign that. This to me makes it completely clear exactly what I agreed to, anyone glancing at the signature would be told to look at page 6, where they would see a totally reasonable crossing out of past IP assignment, and a totally reasonable statement that I own IP created on my own time. No reasonable human could possibly be anything less than satisfied with that. I would also be satisfied with it if an employee gave me that back. It's a lot better than underhandedly trying to change the contract without calling attention to the change. It's precisely what I would do. Anyone who said, "we're really going to need your own IP" would look really silly. I don't think I've met anyone who would have the gall to say that. You've also signed and returned the contract.
  • 13hours 11y ago
    I'd go even further, and actually discuss it with them before making these changes, not just hand in the signed contract with the clear changes. Tell them : "I'm uncomfortable with this. What would make me comfortable is ..." and then detail what you are describing.
• DennisP 11y ago
  I was faced with this last year. I'd been at the acquired company for sixteen years, so most of my ideas on the side came about after I started employment. There were too many to practically list anyway. I met with a business attorney for an hour. He said the terms were enforceable in my state; in fact, they'd taken it as far as they could without making it unenforceable. There were significant and potentially very expensive downsides for me. In my state, employers can fire employees for any reason, so there was nothing stopping them from firing me for not signing. I tried to negotiate, but they were inflexible. Fortunately the job market here is good, I had significant savings, and I had been thinking about taking a sabbatical anyway to develop some of those ideas. I refused to sign, they asked me for my resignation effective three months later, and I gave them a letter. All this stuff varies by state, so meeting with an attorney in your state would be a really good idea. Mine cost $300.
  • irishloop 11y ago
    Sounds like $300 well spent. Too often, I think, we take legal matters into our own hands when a small investment up front could save you so much later. If we accept how many others are inexpert at technology, what makes us think we're suddenly legal experts?
    • DennisP 11y ago
      Yep. I read the contract very carefully myself so I could ask specific questions of the attorney. That was a big help in getting the most value for my $300. Read it like you're examining source code for bugs. The attorney pretty much confirmed what I thought the contract meant, explained a couple provisions I didn't understand, told me what could be enforced in my state, and outlined how things could unfold if things went sour. Something else he mentioned is that startup investors tend to be wary of these sorts of IP provisions, and often require old employers that hold these contracts to sign away any rights to relevant ideas before they'll invest.
      • caseysoftware 11y ago
        Please don't take this as patronizing but I think you have one of the best and most intelligent approaches I've heard on here. As the parent notes, too often we assume we're legal experts because "it's all logic" when it's not. It supported by logic but the phrasing - like source code - is vital to the full understanding.
• harryh 11y ago
  This is a completely standard form that I've filled out for every technology job I've ever had. It's really nothing to worry about. Everyone on this thread telling you that you have to talk to a lawyer is being silly. It's a waste of time and money.
• RoryH 11y ago
  If you're good enough at your job and the company values you then don't sign... What are they going to do. Surely your existing contract should still stand.
• thom_nic 11y ago
  I've had numerous previous employers (maybe all of them) who ask for a list prior inventions. So it's definitely not uncommon. Certain things (like projects on Github) which you could easily prove existed prior to your engagement with that company probably aren't an issue although yes, their wording is overly-broad. I've simply filled out the form, with a one-sentence description and/or hyperlink for each. NBD.
• wickedlogic 11y ago
  Enumerate the things you have done that aren't owned by the company, and then either have an interesting discussion around the list or watch legal sign off on it and move on. It really is just that simple.
• fleitz 11y ago
  yes type "<city name> employment lawyer" into google, then press the number listed on the page.
• nirmel 11y ago
  I'm the founder of Lawdingo.com (YC W13). We get people lawyers in minutes, just as you're looking for. If you just want some cursory advice, we'll get you an advice consultation with an employment lawyer who routinely looks at startup employment contracts for $50. If you'd like the full contract reviewed, that will cost more, but as others are suggesting, would be well worth it. Feel free to email me at nikhil@lawdingo.com and I'll help get you connected to a great attorney.
• nadams 11y ago
  > detailing how the company owns anything I come up with. I've always been under the impression that anything you do in your spare time is your own property - I would find it hard to believe that you can sign away that (in the US) unless it's like a super secret organization/government. IANAL - if I was in your position I would take a pen or sharpie and scratch out the terms I didn't like, sign it, and hand it back to them. There is nothing saying you can't alter a contract before you sign - but they also have to agree to the changes obviously [1]. [1] - http://contracts.lawyers.com/contracts-basics/contract-modification.html http://contracts.lawyers.com/contracts-basics/contract-modif...
• deleted 11y ago
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• Freshandco 11y ago
  Check out LawGo Inc.(https://lawgo.co/services/employment-law-employee/ https://lawgo.co/services/employment-law-employee/). They have fixed prices and looks like employment contract review starts at $89.
• smileysteve 11y ago
  > Assuming I were to sign and return without enumerating any specifics they would own the IP to anything I've done previous to this? I always try to enumerate anything and everything that I can of existing projects and inventions. Enumerate every repository on Github. Enumerate a title (can be very ambiguous) of every idea or concept that you are working on. Enumerate any consulting work you've done in the past and a "consulting" item. At the very least, the advantage of this is that it drastically increases the legal cost in researching to see that what you wrote was not enumerated or covered in any way by the enumeration.
• IPlawyer 11y ago
  What state are you in? I'm a lawyer that does this type of thing.
• musesum 11y ago
  In California, Labor Code Section 2780 gives some rights - and some exceptions. In previous agreements, I've listed prior inventions that were not assignable. Recently, I was presented with an agreement that had what I thought to be a similar exclusion section. But, no; it was worded in a way that could grant company a license to all my listed IP. Moreover, a colleague took the legal department to task because it could have been interpreted either way: either exclusion or assignment. Pretty ingenious. So, I put in that section "No IP assignable to company" By then I was going to air-gap all my work. I bought a separate laptop. Use a separate phone. Filed provisional patents the last day of my previous gig. I don't fault the company for erring on the side of caution. The question to ask is: "does what I want to do directly compete with the company's core business?" If yes, then you have a problem. If no, then they probably won't care. In my case, the IP didn't compete. But, I decided to make a clean break, anyway. (Not a lawyer - MMV)
• kyleblarson 11y ago
  Isn't this just a standard prior art clause?
• pc86 11y ago
  > Are there any "uber for lawyers" services online where I can pay to have someone with bonafides read through this for me? I don't want to sound flippant but just go to a lawyer and pay them to read through it. There are too many gotchas and externalities, not the least of which is your state of residence, and even county or municipality. As the top two comments in the top thread state, spend a few hundred dollars and don't take this into your own hands, or the hands of someone in a completely different jurisdiction.
• Nelson69 11y ago
  Just out of curiosity, are your ideas and inventions at all related to the industry your employer is in? I went down the road of lawyering up while I was at IBM, I was young and it was effectively a waste of money as IBM simply had no interest at all in just about any of the ideas I ever had. My manager at the time even said as much, "if you're not competing with us, we really don't care and won't steal your ideas." Worse, they knew the drill, more than one time they simply said, "these are our terms, list off your inventions, we're not going to rewrite this document.." If your ideas are in the same realm, it seems like a larger ethical question, personally, I don't moonlight doing what I get paid to do during the day, it's just messy and I do personally believe it is not honoring the employment contract, but that's just my opinion. If they aren't related to their industry, then what's the downside of claiming the ideas? It's a two way street, they will know about the ideas but you will have told them with some degree of confidentiality being understood.
• deleted 11y ago
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• rebootthesystem 11y ago
  Well, if they are paying you to develop things and you do that at work, then they own it. That's what they pay you for. On the other hand, whatever you do outside of work is another story. If you work on advertising and develop a pair of sunglasses for dogs --in other words, something completely unrelated-- it is unlikely there will be an issue. However, if you develop something that is a derivative work of what you were paid to develop at work. You took a technology you were paid to develop and developed it further on your own time. Well, you better talk to an attorney. On these matters I always ask engineers to place themselves in the shoes of the one paying the bills and the salaries. How would you like to pay a group of engineers really good salaries to develop something for you over, say, two years, and then have those engineers take that, evolve it on their own time and launch a competing business? You paid them for two years to both learn and develop a foundation they would not have had had they not worked for you. Forget legal issues here. What are the moral and ethical issues related to taking something you got paid to develop for someone else, making it your own and then using it to compete against your former employer? Talk to an attorney.