
Should I turn down a Amazon AWS job offer over this? - AmazonCandidate
https://gist.github.com/anonymous/1132ffc6f32ca6416cd92aa82009d3de
======
dadkins
The assignment of invention disclaimer is straight out of Washington state law
[[http://app.leg.wa.gov/rcw/default.aspx?cite=49.44.140](http://app.leg.wa.gov/rcw/default.aspx?cite=49.44.140)].
They're required to put it in their employee agreement, but basically anything
done on your own time on your own equipment is yours, by law. You don't need
permission to reserve those rights.

The moonlighting, on the other hand, where you make money on your side
projects, is not protected by Washington state law (California is much more
friendly to that). If what you're doing is not a conflict on interest, you'll
still have to negotiate it. If it is a conflict of interest, forget it.

Finally, you're about to sign a contract for hundreds of thousands of dollars
and a good chunk of your waking hours. Consulting an employment lawyer is
relatively cheap by comparison. They'll be able to fill you in on your rights
under the law, what's standard in the contract, what's not standard, what's
just plain unenforceable, and what you'll have to negotiate to protect the
side projects you care about.

------
jasonallen
I've worked at Microsoft, Amazon, and several other places. These clauses are
pretty standard. I'd say it would be unusual to find a place that doesn't make
you sign these (or similar) clauses. My experience has been that it mostly
depends on your relationship with your boss. If you're a strong performer and
your side interests don't interfere or compete with the company, you're
"usually" fine. That's not a guarantee: it's just the odds. Your location of
employment also matters. I assume you're planning to work in Seattle, and
unfortunately Washington is company-friendly when it comes to worker rights.
California is usually more worker-friendly. If you're planning on working on
AWS, you're probably going to have little free time. Don't fret this legalese
if you plan on dabbling in open source or write games on your free time.
However if you're probably going to run into problems than other than just
legal ones if you're planning on creating a business on the side: amazon
usually demands too much to leave you with much free time.

~~~
CaptSpify
I would argue that just because it is standard doesn't mean it should be. I
think the original poster is right in being concerned, even if it's typically
not enforced

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ChuckMcM
This is the big red flag for you:

 _Truth be told I 'm really uncomfortable with the idea of having to get
written permission to work on a weekend side project that makes money. I
already have side projects that make money, and I have ideas for more._

That will have to stop, and if you don't want to stop it then you should try
to negotiate an addendum to the agreement for you that allows it. If they
refuse you have your answer.

------
otterley
(Disclaimer: I am an attorney, non-practicing; this is not legal advice.)

An "assignment of invention" section has been in every employment agreement at
every technology company I've ever worked at. It's about as boilerplate as it
gets.

However, as noted in the language, it doesn't apply to anything you've worked
on, on your own time, with your own equipment. The key here is that anything
you want to claim as your own, you can't work on it in their offices or
facilities, and you can't use their equipment. So use only your own personal
computer to work on it, at home (or at least outside their offices), and never
touch your work with any company-provided assets. This includes commenting on
it, answering emails about it, etc.

As noted in there, they do give you the opportunity to list all the inventions
you've worked on prior to employment, so they can't make a claim on them.

As for the other clause, about not carrying on any other work, I'd consult an
attorney in your state. In California, for instance, they're almost totally
unenforceable. Elsewhere, I'm not sure it's enforceable if your other work
doesn't compete with that of your employer in any substantial way.

Courts care about facts. And cases don't get to court unless you've really
angered your employer in some way, or you've made so much money with your side
business that they have a financial reason to try to get a piece of it.

Finally, at a large company like Amazon, unless you're a C-level executive,
they're not going to negotiate on employment terms. So you'll probably have to
take it or leave it.

~~~
heroprotagonist
As not-legal advice, how would this work if you use your own equipment to
perform work for your company and also for your own personal work?

For example, if you have your own ESX server with a lot of resources that you
use to host virtual machines. Some virtual machines you use to test your
company's product when it's more convenient than using a cloud, and other
virtual machines you use for your own side-project.

Is it dangerous to combine the two in that fashion?

~~~
jdenning
I'm very curious about this as well - if you do salary work on a personal
resources, does it give your employer any extra claim on personal projects
created using the same resources (assuming the personal projects were done on
personal time)?

Bonus question: if you're salaried and on-call 24/7, does any time qualify as
"personal time"/"off-the-clock"?

(Edit: clarification)

------
caseysoftware
Every contract is negotiable until you sign it.

While the clauses are standard, it doesn't mean they're required. If you're
passionate about something, push for a change. I've gotten the "no side gigs"
clause changed a number of times.

Just a simple rephrasing of "will devote Employee’s entire productive time" to
"will devote a _substantial majority_ of Employee’s productive time" can give
you flexibility.

------
mabbo
I left Amazon a couple weeks ago to join a start-up. One of the reasons I did
so was because I was tired of being tied down by Amazon's non-compete
agreement.

When you work for Amazon, you can't contribute to open-source. Basically, you
can't contribute anything unless it gives Amazon an advantage of some kind
(fix a bug in the Linux kernel that's causing AWS issues, for example) or if
it will somehow be impossible for the project to ever be used by a competitor
to gain an advantage. There's lots of progress being made internally to try to
open that up, but after 5 years I never met or heard of an employee who had
been given permission to contribute to an open source project.

You also can't have personal projects if you ever plan to share them. I asked
permission a couple times to do a side project on my own time, with my own
hardware. The first time, legal flat out told me 'no' because Amazon also was
involved in that industry- the industry in question being 'machine learning'.
The second time, they wouldn't say 'yes' or 'no', they just directed me to the
non-compete agreement and told me to 'follow whatever it says'. IE: do what
you want, but we reserve the right to sue you.

I wound up doing some side projects that were purely Amazon-internal[0]. It
got boring.

All that said, I loved my time at Amazon. I worked with great people, had some
crazy times (Amazon Fulfillment is a crazy, fun business), and learned so damn
much. If this start-up doesn't work out I may even try to go back. It's a
place that has problems, but it's not a bad place- if you don't care about the
non-compete stuff.

[0]If you work at Amazon, I wrote 'RediFork' over a couple of dull weekends
when I was an SDE1.

~~~
andrewguenther
> When you work for Amazon, you can't contribute to open-source.

Not in my experience. I've never been denied an open-source participation
request.

> You also can't have personal projects if you ever plan to share them.

Also not my experience. I have plenty of side projects and every one of them
has been approved.

P.S. Thanks for RediFork!

~~~
mabbo
I guess our experiences were different. I definitely applied, and was
definitely shot down. Guess it depends on what you want to do? Or maybe they
loosened up over time.

When they stopped saying 'no' and just saying 'here's the non-compete doc, you
figure out if it's allowed or not', I just stopped trying.

On the bright side- hey look, you're a person who actually got permission! I
can no longer say I've never met someone given permission.

------
julianozen
[https://www.joelonsoftware.com/2016/12/09/developers-side-
pr...](https://www.joelonsoftware.com/2016/12/09/developers-side-projects/)

This was a nice article about this topic posted here a few weeks ago

~~~
AmazonCandidate
Thanks for sharing.

~~~
julianozen
Also I work at Amazon. I don't know if they would ever be active in pursuing
the deals of my contract, but I decided to receive permission to do an
external hackathon and I'm not sure how they'd feel about me doing a side
project for money. The contract is certainly enough to make me think twice.

Best of luck. Happy to answer more amazon q's if you reach out

------
hosker
You present it as take it or leave it, other option if you lean towards "leave
it" is to ask for an addendum that restricts there rights. Could be as simple
as any disputes going to independent tribunal and notification of own projects
required rather than permission. Amazon acknowledgement of current project /
self employment.

------
tbendixson
Will you be employed in California? If so, there are legal protections for
employees that more or less void those sorts of agreements.

~~~
toast0
Are you sure "non-competes are unenforceable in California" generally refers
to a different form where you agree to not work for competitors after stopping
employment at a given company. If you use company equipment or company time,
your work is subject to assignment to the company; I don't know how
enforceable the clauses about competing fields with the company are, but
usually there's a form to declare when you join (claim widely).

~~~
tbendixson
I should have been more specific. I was talking about the California law that
more or less states that whenever you do work on your own equipment and time
off, it's yours and not your employer's.

------
tzs
> ATTENTION AND EFFORT. During employment, Employee will devote Employee’s
> entire productive time, ability, attention, and effort to furthering
> Amazon’s best interests and will not (without Amazon’s prior written
> consent) carry on any separate professional or other gainful employment,
> including self-employment and contract work

OK, so that sentence consists of two parts, connected by an "and".

1\. You will devote your entire productive time to furthering Amazon's best
interests, and

2\. You will not (without prior written consent) carry on any gainful
employment outside of Amazon.

If those are meant to be independent restrictions, then #1 is incredibly
restrictive. Suppose you work a shift that gives you weekends off. If you were
to spend a Saturday afternoon at home fixing a leaky faucet you could arguably
be violating #1! Most people would say that was productive time, and it would
be hard to argue that it was devoted to furthering Amazon's best interests
[1].

I assume that Amazon does not actually intend to prohibit employees from
fixing leaky faucets, mowing their lawn, cooking dinner, helping their
children with homework, and so on. I would prefer, though, for it to be clear
that this is the case, rather than having to guess Amazon's intent.

[1] ...unless you want to make the argument that an employee worrying about a
leaky faucet at home will be distracted and not able to do their best work
when at the office, so taking care of the faucet does further Amazon's
interests.

------
hedora
Talk to your would-be boss about what would be acceptable in the future. If
your boss can't answer, escalate the question to someone that can. If you have
existing side projects, disclose them, and ask for written permission up
front.

For future projects, if they don't honor the verbal commitments they make
during hiring, you can always quit if you are in CA. WA has non-compete
agreements, so quitting there might be messy.

Note that you do not realistically have time/energy to work two jobs at once,
and they are paying you to be full time. Look at your requests from that point
of view before deciding you future employer is being unreasonable.

[edit: Also, demanding you put requests in writing is as much for your benefit
as Amazon's. I bet at least one Amazon employee has been building drones as a
hobby for years, and published code/plans online. Now Amazon is making drones.
A "yes, you can play with drones on the weekend" letter from legal is now
worth its weight in gold for that person.]

------
andrewguenther
[Disclosure: AWS employee]

This kind of clause has been part of every offer letter I've ever received
from a company with >100 employees

~~~
AmazonCandidate
Good to know. Is it enforced rigorously within Amazon? Specifically the
attention and effort aspect. Do Amazon employees really have to get written
permission from Amazon to work on side projects that might make money?

~~~
Sir_Substance
You should assume that it will be enforced. Signing a contract on the
assumption that certain clauses might not be enforced is a mugs game.

Bearing in mind that amazon has a reputation as a shitty employer, I
personally would make desired revisions to the contract, hand it back to them
and say "this is what I want, let's negotiate".

If they insist on the boilerplate version of the contract, and cannot be
persuaded to alter even small details to make you more comfortable, then you
should nope the fuck out of there (unless you have no other financial option,
in which case take it and immediately start searching for a bullying-free
workplace. Don't forget to tell them on the way out why you chose to bail).

~~~
user5994461
> You should assume that it will be enforced. Signing a contract on the
> assumption that certain clauses might not be enforced is a mugs game.

I do that all the time.

Where I come from, there are plenty of standard clauses put in every
contracts, which are 100% guaranteed illegal and not enforceable.

Usually, ignoring them is easier than negotiating the contract.

~~~
Sir_Substance
>Usually, ignoring them is easier than negotiating the contract.

You're mistaken. If the other party to the contract doesn't believe you, they
may enforce the clause anyway, and then you'll have to pay for a lawyer to go
and get it unenforced.

Particularly if the clause was related to something time sensitive (e.g.
something to do with shares, or something that prevented you from launching a
product at the right moment), the court will not reward you for the
opportunity value lost.

If the clause is not legal, you should address that /before signing/ and have
it removed from the contract. Doing otherwise on the assumption that the
clause is unenforceable is arrogant and puts way too much faith in your local
judicial system. It probably won't bite you in the arse, but it's one of those
"if you do shoot yourself in the foot, you're gonna blow your whole damn leg
off, not just the foot" situations.

~~~
user5994461
Partially agree. For sure: Don't fuck with shares or anything important that
might blow your leg off.

I'm talking of minor things. Like the classic non compete "You can't work in
<x> domain for 1 year after you leave <company>". It's illegal and invalid at
the place I was when I signed that contract (safe advice: don't generalize).
Every one knows it's not valid.

If the company wants to enforce it, they also have to take lawyers and risk
their reputations. Then it will go to trial, where the judge will pick up the
exact same case for 10 years ago that defined 1) that clause is invalid 2)
company loose the trial and can't appeal 3) exact figures for damages and
payback.

------
softc
This is standard but it requires more scrutiny. Contracts are intended to be a
two-way agreement, not a way to manipulate you into giving up your IP rights
for the sake of employment.

I'd say push back and bring up the fact that you have existing side projects.
You could feasibly get an exception if Amazon is a decent company.

------
throwaway2016a
"Any provision in this Agreement requiring Employee to assign rights in
Inventions does not and will not apply to any Invention for which no
equipment, supplies, facilities, or trade secret information of Employer was
used and that was developed entirely on Employee’s own time, unless (a) the
Invention relates (i) directly to the business of Employer, or (ii) to
Employer’s actual or demonstrably anticipated research or development"

My employment agreement doesn't have this clause and my employer made it very
clear what I do in personal time is also owned by the company even if it does
not relate to the company's business :( so by that standard this is lenient.

I've been at this company years. In hindsight I wouldn't have signed it but
I'm stuck in it now.

~~~
DrScump
It's possible that it's unenforceable/unlawful anyway, depending on your
jurisdiction.

------
fweespeech
Never turn it down.

If nothing else, you can always come back with "I have outside projects and
I'll need a blanket exemption for projects that I started on before working at
Amazon."

~~~
andrewguenther
I was able to negotiate this before I started at Amazon, this is a great
point.

------
gorbachev
Those contract clauses are more or less standard fare. I've had several
contracts like that, including at startups.

If you have significant commercial interests that require time commitment
aside from your day job, you should talk about them with your prospective
employer beforehand.

------
pmontra
If you think you'll be working on something of your own, turn off the offer
and tell them why. Better, negotiate a different agreement now. That's a
standard contract but they might not care leaving you some margin to pursue
your own business.

------
beamatronic
Assignment of Invention is standard boilerplate in every offer letter I've
ever seen.

------
jmedwards
I know this doesn't apply to you, but thought others would find it
interesting: in the U.K. the employer owns the rights to your inventions
during employment, per the Employment Act, unless explicitly written
otherwise.

------
gregw134
This is extremely standard. The same language was used at my last two jobs.

~~~
subway
It can also be easily negotiated out, if the employer is reasonable.

~~~
sdegutis
Not at Apple as far as I've last heard (5 years ago). I know we're talking
about Amazon here, but mentioning this because it surprised me how much of a
cult Apple seems like internally.

------
vadym909
This is standard and included in any large company's employment contract. They
can't afford not to have it as some sort of fear inducing defense. Accept the
offer. Then send a written request to your HR contact for permission to
continue working on your current side projects that make money and don't
directly compete with Amazon. You will most likely get it. Cross other bridges
when you reach them.

Most companies rarely pursue this unless and only do it for very senior folks
involved in ground breaking future strategy. As an example, Amazon didn't go
after Instacart. Google hasn't gone after their self-driving folks that
defected, and I bet they had similar agreements.

------
clockworksoul
I think you may be misreading the section regarding projects that you develop
on your own time with your own equipment (unless I'm misreading it, which is
also very possible):

> "Any provision in this Agreement requiring Employee to assign rights in
> Inventions does not and will not apply to any Invention for which no
> equipment, supplies, facilities, or trade secret information of Employer was
> used and that was developed entirely on Employee’s own time, unless (a) the
> Invention relates (i) directly to the business of Employer, or (ii) to
> Employer’s actual or demonstrably anticipated research or development"

Note the operative phrase: _does not and will not apply to any Invention..._

~~~
AmazonCandidate
However it follows up by saying unless it relates to the employers research or
development. My concern is that since Amazon is such a large company the size
of their field of anticipated research and development is so large they can
probably claim just about anything I came up with on my own time.

~~~
femto113
Working at Amazon is an extremely intense and consuming experience, but it is
also a unique opportunity to learn how to operate software at the highest
scale. While there I suggest you focus on learning as much from your day job
as possible and do not obsess about your potential side projects in the
interim.

~~~
AmazonCandidate
That's definitely a reasonable way of looking at it. I expect that if I enjoy
the work and am absorbed in it as much as I'd expect probably wouldn't work on
new side projects that much, but I do already have existing open source
projects and side projects, and I'm worried about that.

~~~
andrewguenther
I was able to negotiate a blanket exception for existing projects. They are
open to it.

Feel free to email me if you want to chat more about my own experiences on AWS

------
dom0
Relevant thread:
[https://news.ycombinator.com/item?id=13142543](https://news.ycombinator.com/item?id=13142543)

------
sheeshkebab
I'd say to either: 1) focus on your side projects and develop them into real
buisines (and skip this Amazon gig)

Or

2) take Amazon gig and make your side projects free and just work on them for
fun

------
a_an_the
Indefinite articles and vowels mean that any way you slice it, the title of
this submission should be corrected.

------
xiphias
Why not just list all your ideas and stick to them?

------
maverick_iceman
Both of these clauses are pretty standard at the top tech companies. I don't
know whether it is just boilerplate legalese or they actually enforce it.

------
blazespin
No you should turn down the job at AWS because Amazon has extremely poor
ratings on glass door, overworks all of their employees and pays very poorly.

~~~
andrewguenther
I think that there is definitely a culture problem in a lot of the retail-side
of Amazon, but in my experience AWS has treated its people very well. I work
at AWS and work a standard 40 hour week, have had a great experience, and
Google refused to match my compensation.

