

Ask HN: What should I look for when signing an employee contract with a startup? - DanielOcean

Looking for a job w/ a startup whilst working on my own personal startup, really just want to avoid any  future IP headaches. What should I be looking for in the employee contract?
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Todd
I would take their employment contract to a lawyer and have them look at it.

In my experience, they either want everything, or they allow you a certain
amount of autonomy. In the latter case, it often boils down to time and
equipment. If you do things on your own time, using your own equipment, then
you're probably OK, with various conditions. The most common condition (in my
experience) is that what you're working on must not be something that could be
construed as being related to the company's line of business, past, present,
or future (which is intentionally broad).

Another thing they might have is a disclosure section, where you have the
option of listing inventions or other IP that you want to claim as your own.
This would be an attachment, like Appendix A. I'm not sure what the best
approach is here. Again, something you should discuss with a lawyer.

Certain states have laws relating to this, which preclude overreaching on the
part of the employer. For example, California Labor Code, section 2870. Here's
a good link:

[http://answers.onstartups.com/questions/19422/if-im-
working-...](http://answers.onstartups.com/questions/19422/if-im-working-at-a-
company-do-they-have-intellectual-property-rights-to-the-st)

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mchannon
IANAL, but things I would look for include the following:

Usually there's a separate "invention assignment agreement" that says anything
you make while on the clock that's related to X, Y, and Z, you hereby agree to
grant the company, even after you leave.

Sometimes that's rolled into the employment agreement, but not usually in my
experience.

There will also sometimes be a "no moonlighting" provision in the agreement
that basically says you're not going to take part-time work with someone else
in addition to what you're doing for the day job.

In my experience most startups don't ever come close to doing this part right;
they either forget to make you commit to things they should, or they try to
get you to commit to things they shouldn't (and you could fight in a court
later).

In short, make sure you're cool with giving up your "X, Y, and Z" to this
company in exchange for the job, and if you want to add "and not A, B, and C",
add it before you sign it. If those aren't germane to your job, most employers
won't mind.

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prehnra
What should you look for? A lawyer.

Any smart company has legal counsel. They probably won't be offended if you
also have legal representation, especially if you explain that you are trying
to protect both sides of the arrangement from any potential future ugliness.
If they are still against you having a lawyer review the contact, then you'll
have to decide if it is worth the risk. Personally I would consider that to be
a huge red flag.

