
An Email Thread Between a Developer and Gigster - mfts0
https://andychase.me/mail/gigster-contract/
======
gurgus
That classic "well, nobody else has had a problem, so you must be the problem"
response.

I remember at one of my first jobs, myself and another programmer were working
on a side project (outside of work hours, not using company resources in any
way) that were considering monetising. Our contracts stated that the company
we worked for owned all of our code produced in and out of working hours.

We got to the business end of the project and decided to consult our workplace
to find out how strict they were on this. The conversation with HR went
something like this:

> Us: Oh hey there, can you clarify clauses X/Y/Z in our contracts regarding
> ownership of code. We are working on a project we are planning on monetising
> at some stage and we need to know if the company is going to do anything
> about this. Our project has no conflicts of interest and we haven't stolen
> any IP of the company.

> HR: Oh... We've never had a question like this before... We can't say
> exactly. We'd have to consult our lawyers.

> Us: Cool - can you consult them and let us know what they say, please?

> HR: Sorry, we can't consult them as they charge by the minute and it's too
> expensive to warrant a conversation with them.

> Us: So... you're not going to answer our question.

> HR: Exactly. You'll have to do it at your own risk.

~~~
owlninja
Is this common in contracts??

~~~
dom0
It's a standard clause, but depending on jurisdiction it's at least partially
invalid anyway.

~~~
fapjacks
California labor code explicitly contains exceptions to the work you do, which
basically says that any work you do on your own equipment, during your own
time, that is not related to the work you do during the day[0], cannot be
usurped by the company using those broad, awful IP clauses. Anyway, this
California labor code exception is why Silicon Valley exists in California and
nowhere else.

[0] And often, I'm told, companies have the upper hand here, because they can
often show that almost anything is related to their particular activities.

------
TamDenholm
I do contract work a lot in the UK through recruitment agencies. I very often
provide feedback like this, especially when i'm asked to opt-out of the agency
regulations. I never opt out, every single time i get the a response along the
lines of "In my 20+ years of recruiting we've never had any problems with the
contractor not opting out of the agency regulations, you're the first person
to ever do that. Can i ask why you want to opt-in?"

My response is always something like "Thank you for acknowledging my
contribution to the innovation to the recruitment industry, i'm very proud to
be a pioneer in this field, being first is a great honour. One thing to note,
i'm not opting in, i'm refusing to opt out, i dont need to opt-in to the law.
I've chosen to do this because theres no reason to and the law specifically
protects me from you forcing me to do so. Also, since your client has already
decided to hire me, even if i was to opt out, it wouldnt be recognised in
court as the opt out paperwork must be signed before i ever meet the client."

For this point on the agency regulations, i do it primarily just to make the
recruiters work for their exorbitant markup on my day rate. However i do also
question source code and copyright clauses like the author did, almost always,
i'm looked at with dumbfoundment that i even bothered to read the contract.

If anyone wants to know the regulations i'm referring to, heres a link:
[http://www.contractoruk.com/agencies/5158.html](http://www.contractoruk.com/agencies/5158.html)

~~~
anexprogrammer
I don't think I _ever_ signed an agency contract without heavily adjusting
some clauses.

I would simply state I can't sign as is. The only times I got pushback (rare)
an annotated letter from accountant or PCG (now IPSE I think) contract review
and the agency buckled. I also demanded proof that the agency-client contract
matched on IR35 terms. Was never once caught by it.

Does the agent want to lose commission? Does the agency want me telling the
client direct why I've changed my acceptance?

I realise regulation and the market has changed some since I last contracted,
hmm, 8 or 9 years ago. Still can't imagine signing any agency contract as-is,
they were always horribly one-sided affairs.

~~~
jenkstom
This. In a business law class my instructor told me you should never sign a
contract you are offered. Change it however you like and send it back as an
offer. Or if you are being asked to sign something on paper mark it up with
your pen, initial each change, and THEN sign it. If they don't like it they
don't have to sign it.

Or better yet, if they send it to you electronically, change it however you
like, sign it and send it back. If they don't read it it's kind of their
problem.

I once got out of a compete clause because the recruiter told me that I should
go to the fedex store, pick up this contract, sign it immediately and fedex it
back. I asked about having time to read it and he told me not to bother. So I
didn't.

When I was hired away by a competitor and he was yelling at me on the phone I
reminded him of this. It helped that my new employer had indemnified me and
was willing to pay the court costs to fight it for me.

~~~
ValentineC
> _Or better yet, if they send it to you electronically, change it however you
> like, sign it and send it back. If they don 't read it it's kind of their
> problem._

It's not really "their problem". The contract can be void because of mistake:
[https://en.wikipedia.org/wiki/Mistake_(contract_law)](https://en.wikipedia.org/wiki/Mistake_\(contract_law\))

~~~
ballenf
Voiding contracts in these circumstances is usually exactly what the (former)
employee wants. Even if there's outstanding payment, voiding the contract
doesn't negate the need for payment on at least a quantum meruit basis for
work already done.

------
ekidd
I've worked as a consultant for years. I occasionally employ a lawyer to
review contracts with my clients.

As a general rule of thumb, I'll only work for a client under one of three
circumstances:

1\. The client's standard contract is reasonable. This is rare.

2\. The client's standard contract is unreasonable, but they're willing to
cross-out or rewrite the objectionable bits before signing. This is very
common.

3\. It's worth everybody's time and money to get our respective lawyers
involved. Hint: This will cost at least $1000 for each side, assuming 3 hours
of legal time at roughly $300/hour.

This sort of email thread is one of several reasons I wouldn't touch a site
like Gigster with a 10-foot pole. If I can't renegotiate an unreasonable
contract, I'm not a respected consultant, I'm probably an interchangeable
body.[1] If you can't afford three hours of your lawyer's time, you can't
afford me.

The other reason why I wouldn't touch a site like Gigster is that those sites
almost always turn into a race to the bottom for low-value jobs for the most
difficult clients. It's OK to do a couple of those jobs when you're starting
out—but once you've done real projects, your time is better spent networking
to find new contacts.

[1] I might make exceptions for very large and established organizations, for
the right project and budget.

~~~
ryanmarsh
"It's OK to do a couple of those jobs when you're starting out"

I don't think it's OK at all. Some people will, for various valid reasons,
need to work for sites like this for a long time or indefinitely. Even for
those who only have to rely upon sites like this for a short time this kind of
exposure to risk is not ok. It shouldn't be allowed. Contracts that totally
indemnify a company in a situation like this shouldn't be enforceable.

I've been fortunate in my consulting, I take it you have too. Not everyone can
rise above the rat race like we have and pick our clients to our liking.
Furthermore, this is the future of work. The majority of new jobs added to the
economy during the recession (sorry I can't find the gov't report) were
considered "non-standard". This is the fastest growing sector of labor in the
west. Ultimately workers doing "freelance" work deserve protections. Until
congress reacts to this change in the labor force I believe it's incumbent on
people like us to expose and push back on predatory contracts.

~~~
ekidd
> Contracts that totally indemnify a company in a situation like this
> shouldn't be enforceable.

I definitely agree that as more people find themselves freelancing, we need to
establish better legal protections for freelancers.

Lots of indemnity clauses are just ridiculous. Here's how to get over-broad
indemnity clauses removed:

 _" Hey, I noticed you had some unusually strong indemnity clauses in your
contract, which would require my company to cover your costs in situations X,
Y and Z, which are outside of our control. As a general rule, we're not in the
insurance business—we leave that to Lloyd's of London (laugh). But if this is
important to you, I can look into purchasing a special insurance rider to
cover these issues. This will delay the start date a bit and will obviously
have an effect on the costs; I can get you a quote if you're interested. If
not, we could replace this with <suggest standard, fair language here>."_

If they're not willing to either (a) pay extra for the insurance they want, or
(b) swap out the indemnity clause for something more neutral, then you walk.
The only way to work for _good_ clients is to discipline yourself to walk away
from the bad ones. (Also, charge more, require a payment up front, and always
quote daily or weekly rates, never hourly. This will improve the quality of
your clients _dramatically_.)

Anybody who insists on broad indemnity clauses should be paying enterprise
rates and the contracts should be reviewed by lawyers for both sides.

Another good approach is to pay to have your own standard contract drafted
(without anything obnoxious in it), and send it to the client.

------
levlandau
Cofounder here. Really appreciate the discussion and all of the feedback. The
spirit of the contract's never been intended to be unreasonably restrictive --
though I totally understand the concern. We wanted to include certain terms
since as part of our model, we do own the code written specifically for
Gigster projects. We certainly don't want to own code folks write outside of
Gigster projects.

We've received very similar feedback recently and were going to do a review of
the contract with our lawyers highlighting this specific issue. We'll also
consider adding an FAQ around any contract nuances. We care about doing what
is fair and while a lot of terms here are standard we'll try to review terms
to make our position much clearer. Will share important updates.

Thanks

~~~
danpalmer
If this comment had been the last email response in the chain, I think that
would have been great.

The fact that it wasn't, that an important issue was dismissed when raised in
private, speaks far more to me than this public response.

~~~
ghurtado
Damage control.

They went from "lol, you're the only one with a problem, get lost!" to "hmmm,
this is generating bad publicity.. now we definitely sympathize with your
concerns!" real quick.

As far as I'm concerned, I now know all I will ever need to know about
Gigster.

Your reputation is something that takes a lifetime to build and only 5 minutes
to ruin permanently.

~~~
hluska
> Your reputation is something that takes a lifetime to build and only 5
> minutes to ruin permanently.

This is the most important takeaway from this entire sad thread. Wonderful
comment!

~~~
ghurtado
Thanks! But let me make sure I properly credit Warren Buffett for it :)

------
willstepp
I interviewed to be a Gigster about a year and a half ago, and was accepted,
but the more I considered it and saw how gigs were distributed (at that time
mostly via Slack messages) I got a bad feeling, like I was a dog in a pack,
fighting over meat scraps. It was then I realized the gig economy is not all
sunshine and roses. All that to say, this doesn't surprise me, that Gigster
doesn't have its workers best interest at heart, anymore than Uber has its
drivers best interest at heart.

~~~
throwaway212017
It hasn't changed. Gigster PMs seem to be in charge of staffing projects, but
the strategy for connecting developers with projects is vague. They seem to
look for either people they have worked with before, or people who are active
on Slack (so if you are, for example, an Android dev, the advice is to be
active on the Android Slack channel). PMs as a group hoard information on
projects: devs have almost no visibility into the current set of available,
unstaffed gigs.

Another issue I feel I should bring up: Gigster has problems paying out on
time. The contract specifies net-15 terms for payout, but I've personally had
a payment delayed for a month beyond that, with no visibility into why or what
was going on. I often see complaints on Slack from others of payouts delayed
that long, or longer.

~~~
throwaway49857
I'm another current gigster, using a throwaway because I want to avoid
retaliation. I'm posting this because Im really frustrated and about to leave
gigster.

I just want to confirm everything you wrote there. Gigs dried up around
october, meaning devs/designers that didnt have tons of PM contacts simply
havent had any gigs for the past few months. This was raised multiple times,
and HQ always promises to do something -but nothing ever comes of it, there's
absolutely no info on how much work is in the pipeline, no transparency,
nothing.

Then, as you say, everyone outside of HQ and pms has no way to apply for gigs.
PMs guard this furiously and this leads to some pretty nasty interactions,
completely unprofessional ones - pms being rude, brusque, dismissing, or
keeping info from a dev.

One time I signed on a gig and only then did the pm tell me that I was going
to be doing on-call duty. This wasnt factored in the payout, so I would make
essentially 20$/h over the course of the gig. I tried to raise this issue with
the Delight Team (internal customer service) but apart from taking 2 weeks to
even get back to me - nothing was done, I was just removed from the gig.

Also, ditto on late payouts. A lot of people have had issues like this,
payouts not going out for weeks. It's been a work in progress since early last
year and HQ kept on promising stuff "yeah, we fixed this, itll be good now".
At least theyve fixed their contractor-facing site, which was experiencing
problems all throughout 2016.

Finally, the cherry on top - gigster, like other shops that hire contractors,
is required to send a 1099 to the contractor and to the IRS by January 31st.
As you can imagine, they've kinda failed here too. A lot of people didn't get
their 1099s and a lot of people are reporting errors on their 1099s. It looks
like they outsourced this out and whoever did it messed up transferring data
from contractors' W9 into the 1099.

~~~
toomuchtodo
> Finally, the cherry on top - gigster, like other shops that hire
> contractors, is required to send a 1099 to the contractor and to the IRS by
> January 31st. As you can imagine, they've kinda failed here too. A lot of
> people didn't get their 1099s and a lot of people are reporting errors on
> their 1099s. It looks like they outsourced this out and whoever did it
> messed up transferring data from contractors' W9 into the 1099.

> For example, if you received miscellaneous income in 2016 that is non-
> employee compensation, the paying institution or individual must issue Form
> 1099-MISC by January 31, 2017. If the institution fails to do so, the
> penalty against the company varies from $30 to $100 per form ($500,000
> maximum per year), depending on how long past the deadline the company
> issues the form. If a company intentionally disregards the requirement to
> provide a correct payee statement, it is subject to a minimum penalty of
> $250 per statement, with no maximum.

[https://www.irs.gov/government-entities/federal-state-
local-...](https://www.irs.gov/government-entities/federal-state-local-
governments/increase-in-information-return-penalties-2)

------
StavrosK
My standard reply to "oh we've never asked for someone's IP even though it's
in the contract" is "great, then you won't mind me taking that term out, since
you weren't using it anyway".

Remember, if it's in the contract, it's what's happening. Let no amount of
promises persuade you.

~~~
koolba
I give a similar reply when being asked to remove an interest penalty clause
for late payment.

" _We always pay our bills on time so there 's no need for that!_"

" _Great! In that case you don 't have to worry about every paying it either
so we'll leave it in!_"

~~~
nraynaud
Here in France the minimal penalty rate is set by law, and it's mandatory to
put it on every bill, with the payment terms now. It's part of a crackdown on
big companies crushing the smaller ones with unreasonable payment times.

~~~
koolba
What's the min penalty? The usual one I add is something along the lines of:

" _Late payments shall accrue interest that is compounded 1.5% per month or
the maximum amount allowed by law, whichever is less..._ "

~~~
nraynaud
So, the minimal interest rate is 2.79% (it looks like it's 3 times some kind
of legal stuff). Interestingly enough, there is no VAT on it, but it's
computed on the VAT price.

The debt collection fee is 40€, It seems to be fixed in law, and not a
minimum.

------
joekrill
Sounds like you dodged a bullet there. Thanks for sharing. Kind of ridiculous
that they wouldn't even comment on the questions or clarify a bit! Not to
mention the fact they basically ignored the first email and didn't respond
until a follow-up was sent 2 weeks later?

I mean, obviously I have no way of verifying the authenticity of any of this,
so I'm just going to assume it's accurate. But in my experience this kind of
behavior from companies is more common than it should be.

------
hluska
So, Gigster expects developers to sign an overly broad contract and yet
they're not willing to answer any questions about that contract???

At best, that is a terrible way to treat developers. At worst, they just
effectively guaranteed that only the most ignorant developers sign up with
them. After all, the first thing I learned was to ask questions about every
single ambiguous term in a contract.

If this doesn't change, I don't see anything good in Gigster's future. Smart
talent will leave, jobs will dry up and the whole platform will disappear.

------
donmatito
"We never had a problem with this clause before, why would you want to change
it?"

Oh do I hate this line. But it's a two-way street. I'm very fortunate that for
one of my first freelance gigs, I read the contract and specifically pointed
out that I would be using personal/open sourced code snippets, and that I
might want to reuse/open source some of the code I produced for them (only
snippets with general interest).

They agreed without a flinch, and thanks to that experience, I'm going to hold
every other employer to the same standard "I never had a problem with this
request with any other employer, why would you want to refuse?"

~~~
danjoc
>I'm going to hold every other employer to the same standard "I never had a
problem with this request with any other employer, why would you want to
refuse?"

I love that! I'm totally going with that next time :D Also, I'll probably
throw in something like, "I'm surprised you say nobody else has mentioned it.
This problem applies to anyone using open source code, which is basically
everyone. Do you really want to hire developers who pay so little attention to
details?"

------
ransom1538
I get the whole 'this isn't fair argument.' But these contracts impact peoples
livelihood so I will attempt to help.

First, don't respond to HR with a complex set of legal questions. They wont
know the answer and will push back -- corporate attorneys will charge
astronomical amounts and these questions could even get the board involved --
which the CEO usually doesn't want to do.

My suggestions:

1) The strike: Print the document, strike out what you don't want. Scan it,
return it to the HR dept. with, "Hey cool signed!". Only do this if you are
pretty senior.

2) The re-write: Take the document rewrite it, with the statements you don't
like removed, then return it to HR with, "Hey cool signed!"

3) The 'it is coming!' (for junior guys):

Take the email and delete it. Say you never got it. They will resend it, take
it and place it into your spam folder, two weeks later say you never got it.
Then reply back with your w9 two weeks later. Then if they complain reply with
a w9 3 weeks later. Continue until you have clout then do 1 or 2.

~~~
ryandrake
I've actually tried that cute "Strike out clauses from your employment
agreement you don't like and sign THAT document" tactic with several past
employers, and each of them pulled me aside my first or second day of work and
gave me a stern and clear "Sign it unmodified or GTFO" talk. In my experience
nothing in an employment contract is in any way negotiable. I don't even
bother anymore--it's futile.

~~~
blister
Either they're bluffing completely or you're extremely junior.

We often spend $10k-$30k on each new hire. If you make it through that
pipeline and they try to strong-arm you on the first day... they're going to
have a rough time.

~~~
ryandrake
I don't think they were bluffing but I was not going to roll the dice and find
out. Not a junior level guy either. I think these places that actually let you
negotiate your employment contract must be relatively few, very small
companies, with one HR person and lawyer and a lot less formality.

EDIT: Also, to be cynical: $30k is nothing for many companies, and likely less
than the benefit of having IP rights to everything an employee makes in their
spare time.

~~~
ransom1538
No, for senior people I almost always expect a strange contract negotiation.
Juniors just sign.

------
vayarajesh
I recently got accepted in to the Gigster network and I haven't received any
new "gigs". They seem to have poor process for onboarding a newbie in terms of
allocating projects. Most of the projects require people with Karma more than
"350+" or "321+" \- whatever that odd number means - (the default karma is
300). With more than 500 developers and designers in the network it is
becoming more and more difficult for newbies to get any sort of project.
Because the number of projects are not flooding in as the new members of
developers

The probability keeps getting lower as new members join :|

------
dsr_
This is especially troubling since it appears that Gigster is directly aimed
at software development, not generally connecting people with contract jobs.

I wonder if they even have a lawyer familiar with software development on-
board.

~~~
mannykannot
>I wonder if they even have a lawyer familiar with software development on-
board.

I imagine they do, specifically so that they can own their developers to the
greatest extent possible - see Uber etc. (and I am referring to Uber drivers,
not developers.)

------
dbg31415
Legal Shit 101... if someone asks you to sign a contract, right away assume
it's weighted in their favor. You have to read the contract before you sign
it. Take your time, feel free to ask for a take-home copy and ask your lawyer
to review it. Having asked a lot of people to sign contracts over the years...
I'd say 90-95% don't read it and just sign where they are told to.
Expedient...

The contract template was written by the company's legal team to protect the
company, it may have some terms in it that seem like they are an "agreement"
(like how you'll get paid)... but really the goal is to keep the company safe.
And, to be fair, I'd fire any lawyer who didn't give me a contract like
that... so it's not the lawyer's fault. But if you sign it... you're agreeing
to it. Easy solution: don't sign it. (But of course you presumably want the
job.)

Middle-ground solution: Read the contract, red-line / annotate things you have
concerns / questions about, and ask if you can speak with legal. If it's a
small business... they will probably weigh you comments against their lawyer's
hourly cost... and more often than not just agree to let you cut things out of
the contract. If it's a larger company... you're probably locked in if you
want to work there -- that's just the reality of it. If you talk with legal,
do your best to understand what their motivations are and make sure the
contract is explicit. You can also ask for exceptions for side projects by
simply declaring, "Any work done for side projects X, Y, Z shall not fall
under the scope of this contract."

Anyway look, it's a negotiation. You can test the limits, nothing is set in
stone. You're the only one who is on your side. Everyone else is out to fuck
you. Safe assumption.

------
RainManDetroit
Reminds me of when I was outright sued over a YouTube video on my channel -
twice.

It doesn't matter how many "thousands of successful milestones and payments
without issues with the terms," there is a vital flaw (in their favor) with
said contract.

Contracts are easily done on a case-by-case basis, and dubious clauses are
routinely renegotiated.

All of this is irrelevant however when even the lawyers won't answer a simple
contract law question. I won both of the suits mentioned above by proving
their position to be indefensible.

Which I believe you have done. Keep your integrity, your current and future
clients will recognize it.

------
justinsaccount
Developer disagrees with terms.

Reply is:

> We have yet to have a disagreement (much less a legal battle) over the terms
> here.

Ok then.

------
matthewcford
> "does not contain any third-party software, including without limitation,
> “open source,” “copy left,” “public” or other similar code or anything
> derived from or based on any of the foregoing"

This contract has probably been written by a lawyer who doesn't understands
software development.

I run digital agency and we've lost projects in the past that couldn't get
past legal departments because they did not want us to use any open source
software (or transfer the copyright to open source work)

------
wyc
Another touchy issue is non-competes after employment, meaning that "you can't
work for anyone else or hire our employees." States such as CA are very much
against anything that restricts someone's ability to engage in free trade,
especially when the restrictions apply post-employment. Imagine how ridiculous
it would be to ask this of independent contractors, whose roles are _defined_
by that they engage with multiple clients at once and have looser associations
--that is, they are _independent_. Yet I see a lot of CA contracts for
independents hold this clause, and even argue for its fairness.

From the BAR[1]:

    
    
      Not only are non-compete covenants void in California, but an employer may be
      liable in tort for wrongful termination if it fires an employee who refuses to
      sign an employment agreement that contains an unenforceable covenant not to
      compete. D’Sa v. Playhut, Inc., 85 Cal. App. 4th 927 (Cal. Ct. App. 2000). This
      rule holds even if the agreement contains a choiceof-law or severability
      provision. Id. at 934. The concern is that the presence of an unenforceable
      non-compete covenant in an employment agreement may have an undesirable
      deterrent effect on employees who do not know their rights under California
      law. “[I]t is not likely that [the defendant’s] employees are sufficiently
      versed in California’s law of contracts such that they would know (1) that the
      covenant not to compete is invalid and therefore not enforceable by [the
      defendant] and (2) that they could sign the agreement without fear they would
      be bound by the covenant not to compete.” Id
    
    

Read your contracts. Get attorney review and specifically ask about the parts
that make you uncomfortable. If you're planning to make $XX,000 or more from
this engagement, isn't it worth the $100-$300 for the guarantee?

[1]
[https://www.americanbar.org/content/dam/aba/events/labor_law...](https://www.americanbar.org/content/dam/aba/events/labor_law/2013/03/employment_rightsresponsibilitiescommitteemidwintermeeting/4_orrick.authcheckdam.pdf)

------
mooreds
Horrifying. Always read your contracts and remember to abide by what you have
signed, or don't sign at all.

For companies, you all should be very clear on what your contract allows and
doesn't allow. That will help everyone and allow folks to self select away
from you if they need or want to.

I understand the motivation of Gigster (own as much of the output of a
developer as possible while at the same time pushing as much risk as possible
to the developer), but agree that such spooky terms don't help attract talent.

The only way to get rid of these kind of labor unfriendly terms in the current
environment is to avoid them like the plague.

~~~
HNaTTY
Publicly shaming Gigster like we're doing here should help.

------
ben1040
> does not contain any third-party software, including without limitation,
> “open source,” “copy left,” “public” or other similar code or anything
> derived from or based on any of the foregoing (unless approved by Gigster in
> writing)

So is a Gigster developer contractually obligated to build everything from
zero and take advantage of no OSS whatsoever? This seems like asking to
handcuff your developers into writing terrible software by reinventing the
wheel.

Or do they have some additional "in-writing" approval document that specifies
acceptable OSS licenses? Several companies I've worked for had lists of OSS
licenses that were reviewed and approved by general counsel as acceptable
(pretty much the list boiled down to BSD, MIT, Apache).

Then again it seems like if that were the case, the sensible approach would be
to write the contract such that using open source software is acceptable, so
long as it is offered under a license that appears on an approved list and
does not obligate the release of the entire project's source code.

~~~
danielweber
As bad as I think Gigster's agreement is, this clause is a good place to start
from. It means that they don't have someone shoving GPL code into a project
that must remain closed source.

------
therealmarv
I recently learned from a github discussion that if you work for Amazon,
Google etc. you are also not allowed to work on any open source projects, even
on your free time without their permission.

~~~
ex_amazon_sde
Ex Amazon employee here: Amazon requires employees to obtain written
permission even to contribute in your free time and this makes many developers
unhappy.

However the company does not claim copyright or patents on work-unrelated
ideas and (closed-source) projects.

~~~
pricechild
What happens if you don't obtain permission?

Do you get fired, or do they claim ownership?

~~~
mijoharas
Ex Amazon: You are in breach of contract which is grounds for termination.

I doubt that would happen in practice though, unless you were creating an open
source competitor to something they do or somesuch.

~~~
ghurtado
> I doubt that would happen in practice though,

Having to worry about it is horrible enough, since this will actually keep
many developers from pursuing their passions in their free time.

------
EgoIncarnate
This type of thing is what first pushed me away from Gigster. It's like the
overly broad employee invention assignments that a lot of companies want you
to sign. No thank you.

------
sidchilling
This is not just for contracts. Gigster does that even when recruiting. After
three rounds of interview, I got a canned response that they are unable to
take my application forward.

I asked them for feedback and got the same reply that they can't provide any
feedback (even after 3 rounds of interviews).

I reached out to the developer who interviewed me and after a couple of days,
he replied back saying that Gigster doesn't allow him to provide any feedback!

Avoid interviewing with them, in my opinion.

~~~
Clanan
This is true of practically every company. It's a liability issue - companies
are afraid that feedback will be used in a lawsuit, so their favored course of
action is to say nothing.

------
20years
"We have yet to have a disagreement (much less a legal battle) over the terms
here. We have completed thousands of successful milestones and payments
without issues with the terms and we unfortunately cannot adjust them on a
case by case basis."

Note to self: Don't hire Gigster developers. If a dev does not pay attention
to this kind of stuff or thinks it's okay, I don't feel all that comfortable
having them work on my projects.

------
ABCLAW
There is a lot of legal misinformation in this thread, as is common on HN,
both on the substance and practice-in-fact. For readers in a similar
contractual pickle, take things read here with a grain of salt. Most assume
very specific things about your information and bargaining position which may
not apply.

In general, the applicability and effect of broad catch-all employment
agreement's clauses will vary between jurisdictions - This is part of why
they're drafted in a hyper-defensive manner. No small business is going to
shell out for legal to obtain 300+ jurisdiction specific form agreements.

There may be very clear bright-line rules dealing with your issues as raised
which put you in the clear, but you won't know unless you consult an expert.
Because of the nature of the employment bar, you can get straightforward
accurate advice for very little investment - if you approach obtaining advice
properly.

Take the time to draft an email to local employment counsel setting out your
concerns, attaching the proposed agreement and setting out the scope of review
you would like him to perform. Ask for a quote. Repeat until you find a good
fit.

------
ChuckMcM
This is a great example of something people should always look for. Contracts
can be very uneven with regard to the rights of the parties. And if you ask to
balance one out and the other party refuses, walk away. They will screw you.

------
chrisbennet
A contract needs a couple of things in order to be valid:

1\. A meeting of minds i.e. both parties agree on something.

2\. Consideration; usually money. (This is why you sometimes see donated
things sold for a dollar.)

When faced with signing a new contract that asks for more of something, I'd
recommend asking for consideration of some sort. (1)

"Oh, new contract? Let's talk about my new salary."

(1) At least if you're an in-demand software developer.

~~~
danielweber
Continued employment counts as consideration in many states.

~~~
chrisbennet
The old "I won't beat you up if you stop seeing my sister." "consideration".

But you make a good point that I wasn't aware of.

That's why it only works if you're in a field like software development where
you have some leverage.

------
pbnjay
I did a pre-screening with toptal and literally had these same questions...
And they basically had the same responses. No thanks!

I understand especially with the race to the bottom they'll always have
someone new enough to sign these types of agreements, but everyone I know with
experience or seniority avoids the platforms because of how ludicrous these
restrictions are.

------
sixtypoundhound
Ahh.... sounds like the script for a future Hollywood movie:

"How to Lose a Talented Developer in 10 Seconds"

------
ryanmarsh
I would like to see similar threads published for the contracts used by other
work sites and even clients using standard Legal Zoom contracts. This stuff is
important.

I always say: If you haven't been fucked you haven't been in business very
long.

------
utt
Usually, if your side project make little or moderate money, no one cares. If
your side project turn out to be Facebook, they might sue you to get a piece
of your success.

------
baseh
From their website (homepage):

> Gigster is a smart software development service, combining top developers
> and designers with artificial intelligence.

Am I the only one who does not understand what that even means?

Do they bring together matching developers and designers using their
artificial intelligent algorithms or the developers and designers they hire
have artificial intelligence?

------
xiaoma
After seeing this, I have zero respect for gigster or anyone who empowers this
behavior.

They're asking for unilateral power to end the software career of any of their
contractors, even decades into the future. Worse still, the demand their
contractors to sign away any legal right to recourse... And in exchange they
offer mediocre contracting work.

Screw those guys.

------
apercu
If you can clearly demonstrate that you are not competing with your employer,
using their IP, working on their time, using their equipment then these types
of non-competes should be null and void. And yes, I quit a job over that kind
of contract. If I invent something on my time it's mine.

------
RainManDetroit
P.S. It would be interesting what stance they would take to you being named as
co-owners of any IP developed, and royalties paid for any further use beyond
current project. My brother is a mechanical engineer and original designs in
his lab always have him as a registered patent holder.

------
ascendantlogic
The contracts I have when working with clients specifically mention type A and
type B deliverables. One being "secret sauce" IP that the company owns and the
other being general development tools and practices that I own and grant a
perpetual license to the company to use.

------
jtchang
Good to know Gigster really doesn't care about the developer. Will let my
friends know not use it.

------
majewsky
More training data for that bullshit detector that was on Show HN the other
day.

------
scottbcovert
I joined Gigster mid-November 2016 and had similar concerns as the OP
regarding specific clauses of the contract. This is definitely a tough
situation for a developer going through onboarding-personally I wanted the
first impression I left to be that I'm a "team player," as opposed to starting
a legal battle on day one.

Unfortunately, these interactions always seem to favor companies over
individuals. People in general don't enjoy bickering over legalese so
individuals don't want to ruffle feathers by pushing back, while company
employees are able to take cover under the umbrella that they're just
following policy. Truthfully though, it is most often companies-not
prospective employees-that initiate legal discussions by presenting contracts
and individuals should feel justified in verbalizing any concerns they have. I
think this is possible while still remaining professional and courteous.

The first thing I did was look to Google to see if any other developers in the
past had similar concerns as me, which brought me to this Quora post -
[https://www.quora.com/Is-the-contract-for-Gigster-
reasonable...](https://www.quora.com/Is-the-contract-for-Gigster-reasonable-
for-the-developer) Richard's response was helpful and thorough (if you're
reading this, thank you!) and although he had additional issues with the
contract, my main concern was with sections 2.1 and 2.2 (assignment of IP to
Gigster for work not specific to the customer and the exemption of pre-
existing IP from being assigned to Gigster including only that which is
explicitly outlined, respectively).

I actually discussed the contract language with my family and got some good
advice from both my father and brother. They agreed I was within my right to
voice my concerns so long as I did it in a productive way. For example,
instead of presenting problems by just stating language I didn't like they
told me it would be better to provide solutions in my response by offering
amendments that I would feel comfortable with.

To this point I had interacted with three individuals: 1. The person who had
reached out to me about joining Gigster 2. The individual that emailed me the
DocuSign link containing the contract and 3. The individual that sent me a
(possibly automated) response after my application was submitted to their
website. Let's call these individuals Peter, Paul, & Mary.

I emailed my concerns to Paul and Mary, not knowing which would be better to
handle this sort of thing. I received word back from Mary saying that Paul was
more familiar with the contract so she'd let him handle it. After two days I
received an email from Peter asking for an update on my onboarding process. I
explained that I had emailed Paul about the contract and hadn't received word
back but that I'd ping him again. Peter told me he would also follow up
through other channels. I never did get a response from Paul personally, but
after another two days I received word from Peter that he had spoken with Paul
and the Gigster legal team and was wondering if I could hop on the phone.

Peter was very open to my concerns and explained the reasoning behind the
contract language. I said that I understood, but that admittedly I still took
issue with it. Peter seemed to understand and honestly that was pretty much
that. He offered to share a Google Doc with me so I could highlight/tweak
language I was uncomfortable with and afterwards the contract was promptly
signed by both parties.

I also reached out internally to Peter, Paul, and Mary over slack before
making this post so they could have a heads up. Paul explained to me that he
was not really involved with the Gigster contract or its hiring policies, just
that his role involved setting up the onboarding tools and this automatically
attached his email to a lot of the communications; which would explain the
lack of responses I saw. Paul told me he was “neither encouraging nor
discouraging [me] from posting,” but Peter and Mary responded in support of me
posting my experience to HN, which I thought was pretty cool.

For future reference here is a portion of my email to Gigster containing the
changes I requested, which were accommodated:

I am a little uncomfortable with some of the language in sections 2.1 & 2.2
and was hoping we could revise:

a. Section 2.1 assigns ownership to Gigster not only of all Deliverables,
which makes total sense, but also of all source code "including but not
limited to source code developed or created by Contractor that is not specific
to Customer and is generally applicable to other Customer projects and
deliverables ("Community Code")." This language seems quite broad and what
constitutes "Community Code" seems a bit difficult to define; I'd prefer to
remove the last part of this sentence so the section instead reads "...or any
Confidential Information (as defined below) (collectively, “Inventions”).
Contractor hereby makes all.."

b. Section 2.2 exempts any of my pre-existing IP from being assigned ownership
to Gigster, but then seems to require all such pre-existing IP be disclosed in
writing. This seems difficult and probably unnecessary so I'd like to remove
"in each case ((a) and (b)) that are expressly set forth in writing to Gigster
prior to delivery of the Deliverables to Gigster." and just end the sentence
after "any intellectual property rights therein."

------
jheriko
probably someone paid a lawyer to draw up, or copy-pasted that contract and
then people who don't really care about their job to a serious level, or maybe
just don't think very much, are saying it can't be changed - probably without
even asking anyone who has authority to make that kind of decision.

if you can get in touch with a director about this, and they are smart, they
will probably want to fix this for everyone after about a moment's
consideration.

------
soyiuz
Have a contract that you draft that they counter sign. Set your own terms
there. Any potential conflict would have to go through court in any case.

Obviously not legal advice.

------
rajacombinator
Yikes. Just applied to gigster the other day. This thread has definitely made
me reconsider.

------
ffef
Another UpWork in the making...

------
orian
My first thought: WTF is gigster?

~~~
OverThere
Me too

~~~
NDT
Part of YC S15

------
goldfishcaura
So I hate to disappoint everyone. Such contract really cannot be viewed the
way this was summarized through an email. One paragraph has to be interpreted
in the context of everything else.

Moreover, everyone uses this language. It is funny, but I suspect that most of
Silicon Valley just recycles the same 3-4 contracts, that individual lawyers
just modify slightly.

I have now worked with 60+ tech companies (Looker, Gigster, Strava, etc) -
with 15 of them I had to look over the verbiage on my own.

With a first couple, I was just as suspicious. But after discussing with
lawyers, I learned that there are two major issues:

1) not everything put in the contract is enforceable. In fact, just because
all lawyers recycle the same contract, does not make it more enforceable. It
is a simple leverage in bullying that lawyers depend on, should something
occur

2) individual paragraphs have to be interpreted in the context of the entire
engagement. In other words, did you have have access to Client's data on other
projects. Yes, then you bet, your IP rights should be waived as they pertain
to those projects.

Bottom line, relax and focus on good faith.

~~~
ghurtado
> Bottom line, relax and focus on good faith.

That is quite possibly the WORST legal advice that I've ever heard with
regards to contract law (and you're in very tough competition here)

------
logicallee
Hey, I thought their answer was absolutely great!!!

My thinking, reading ONLY the dev's original email, was the same as what they
wrote: then I read their reply and found their phrasing MUCH better.

Here's all you would have gotten from me:

\------------------------------------ answer email I would have written
------------------------------

>Some questions I have about with this contract: (allowed for by section
11.5):

>>"including source code developed by Contractor ... generally applicable to
other Customer projects"

We do not claim the source code for work you do that is unrelated to and not
used by your work for us. If you develop some tooling that is general but used
in the project, you have to assign rights. If you can't assign rights (for
example it's open-source) don't use it. Use only new code that you develop and
assign over to us fully.

>"Contractor agrees to indemnify Gigster from any and all claims, damages,
liability, settlement, attorneys’ fees and expenses, as incurred, on account
of the foregoing or any breach of this agreement"

Your reading is correct and we have absolutely no desire to appear in court
for any reason. You waive all your rights to sue us. If you do want to sue
someone, you will have to go work for a big company and go sue them, they will
be happy to appear any number of times to dispute anything you want. We are
not going to change that language.

That said we haven't had disagreements and don't intend to have any - we rely
on you, after all. Put another way, we pay you more instead of taking that
money and paying some lawyers to go argue with you. (This clause specifically
prevents frivolous lawsuits - I want to reiterate that we don't have disputes
with our developers. You can go talk to them and see how they are treated.)

>>"does not contain any third-party software, including without limitation,
“open source,” “copy left,” “public” or other similar code or anything derived
from or based on any of the foregoing"

>So I can't derive code from examples from django or flask documentation,
cited stack overflow snippets, etc. etc. in my work? I'm not sure that would
be a very effective way to operate.

There is nothing stopping Django from suing anyone using any of the source
code they have included in their documentation. Copyleft is even stronger and
our clients would be bound to freely make available the complete source code
used by anything.

My suggestion is to learn to program, by reading documentation, and then
simply code your own solutions. Likewise you can certainly peruse Stack
Overflow for inspiration.

I will add that as a general rule we are not concerned about software patents,
so that you do not have to be concerned about your "inspiration" leading you
to use a technique whose implementation is generally protected (no matter what
specific source code implements it).

However, as legal advice, please don't actively seek out patent status
(willful infringement is a multiplier on damages) and if you do learn of a
software patent affecting an algorithm you wish to use, seek an alternative.
We've literally never had an issue with licensing.

So to summarize: by all means, read other people's code to learn a language.
Read other people's responses on stack overflow and in documentation to learn
specific approaches. By all means learn to program, from any source you want.
Write your own code and assign it to your clients.

I hope this helps answer your questions as well as tell you some of our
thinking. Our developers are treated very well. Let me know if there's
anything else I can tell you or if you have any other questions!

"

^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^

that's literally what I would have said. There's nothing that needs
clarification or change and the language the original dev quoted is incredibly
clear and perfectly fair.

But, man, their response is even better. It says the same thing - but so much
better. (Actually I lied - I wouldn't have thought of saying they treat
developers really well -- so I included that part in my statement of what I
would have written, even though I wouldn't have written it.)

In all this is awesome work by them : )

I don't have any disclaimer to make - no relation to the dev or Gigster.

\--

EDIT: I got downvoted but their response is still absolutely fine.

------
dqv
I'm not trying to defend gigster (broad indemnification clauses are bad news),
_but_ if someone framed those questions to me that way, I would also be
hesitant to respond to them. It raises the "I'm going to be a handful" alarm.

So, I understand why they were hesitant to respond and didn't want to comment
on it.

~~~
theli0nheart
I don't agree in the slightest. If anything, developers who ask questions are
the ones you want _most_. One of the worst traits in a developer is the
tendency to say yes to everything.

~~~
logfromblammo
Besides that, you're endangering the _contractness_ of your contract if the
other party cannot negotiate any of its terms, and indicates any confusion
over just what it is he or she may be agreeing to--especially if they express
their confusion _in a document that can later be produced in court_.

If I were to sign that "contract", I would certainly send the other party a
written "signing statement" that interprets all possibly ambiguous clauses in
my favor, and mentions that I received no valuable consideration for signing
it. If you can't tell me what the contract means, I'll tell you what I thought
it meant, and that will be what you can enforce. If you won't pay a lawyer to
answer my questions before the fact, you can certainly pay one to determine
the implications of my letter for you after the fact.

If I were a judge (and I'm not even a lawyer, but I can still role-play),
refusing to even answer questions about the contract demonstrates a lack of
equity, and I'd take that as potential grounds to dismiss any claims against
the person who asked them, that may have been based upon the document they
signed, which they were completely unable to negotiate, and likely received no
valuable consideration for. If someone asks, "does this mean you can claim
ownership over X?", you don't answer definitively, and then you later claim in
court that you own X, that's bullshit, pure and simple. If the other party did
not understand that to be the case at the time they signed, it is
unenforceable.

If I were the defendant, I think I would also try to paint that refusal as an
unwillingness to pay for some professional legal counsel at an appropriate
time, rather than asking a judge to clean up their mess long after the fact.
Everyone hates it when they get snubbed by someone, and then that person later
comes asking for a favor. Referring legal questions to legal counsel is simply
a cost of doing business. If you can't pay that cost, and try to shift it to
the public legal system, how do you justify the rest of your business?

~~~
ABCLAW
With respect, this advice is tremendously dangerous. The existence of a
helpful theory of the case does not provide you with the protections you seem
to believe it does.

~~~
logfromblammo
With respect, it was not advice, as I am not a lawyer. It is my opinion.

If the entire legal profession chooses to hold a different opinion, and
enforces it upon one another via their cartel, that is their prerogative. It
will not affect my opinions upon what I would consider to be _fair_ or _just_.
Sharing my opinion may well put you on the losing side of a lawsuit, but I
don't judge my value as a person according to my victories and defeats in
court, and neither should anyone else.

My _advice_ would simply be to not do business with Gigster--not as an
employee, and not as a customer. They have at least one asshole in their upper
management, and it only takes one to ruin a company. And further, I would
advise re-examining one's previous opinions on collective bargaining
organizations. If software professionals had a real labor cartel, it could
blacklist companies that try stuff like this.

~~~
ABCLAW
I doubt you have ill intentions in mind. The idea that one's personal
conception of 'fair' and 'just' is sufficient to espouse how the justice
system should work is common, but often misleading, as it is in this case.

Your statement on consideration, for instance, is incorrect. As is the leading
statement in the post I replied to. Neither of those were constructed as
statements of opinion.

In any event, I hope that readers recognize that there is a lot of
misinformation in this thread and seek out proper experienced counsel to
provide accurate answers to their questions.

~~~
logfromblammo
Please do not equate the current _legal_ system with a _justice_ system. The
system has to be based on law, and not justice, because everyone may have a
different opinion on what is just and fair.

The courts system _may_ seek out justice whenever it is possible to do so, but
in my anecdotal experience, and in my exposure from [likely biased] sources,
it declines to make the attempt, and seeks out simple expedience instead.

In cases where a jury may be employed to decide the outcome, the public
opinion on how justice _should_ work is relevant. If you are ever offered a
potentially abusive contract, by all means consult a lawyer if you intend to
proceed with it. But if you're ever on a jury hearing a contract dispute case,
for the love of justice, _please_ refuse to enforce a fundamentally unfair
contract, where the party that drafted it refused to negotiate--or even
explain--any of its terms.

