
Ask HN: Company got acquired, new contract seems oppressive - ExhibitAClause2
The company I work for (software engineer, advertising industry) was recently acquired by a larger company.<p>The new employment contract stipulates the usual oppressive confidential information and IP assignment things, detailing how the company owns anything I come up with. The state I&#x27;m in specifically protects my rights to things I create entirely independently (outside company time and equipment) but the contract also has a clause that says I must disclose any existing inventions or ideas to the company now and that anything not enumerated belongs to them and that by not listing I am acknowledging that the invention idea was not developed or conceived before the commencement of employment.<p>Assuming I were to sign and return without enumerating any specifics they would own the IP to anything I&#x27;ve done previous to this?<p>I&#x27;d love any advice anyone here has, but perhaps a better question would be-- Are there any &quot;uber for lawyers&quot; services online where I can pay to have someone with bonafides read through this for me?
======
Animats
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-o...](http://www.fr.com/files/Uploads/Documents/Dos-and-Don%27ts-of-
Fair-Competition-Heidi-Harvey.pdf)

~~~
blazespin
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
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
its a very very context dependent situation.

------
DennisP
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.

~~~
rmc
> _In my state, employers can fire employees for any reason, so there was
> nothing stopping them from firing me for not signing._

At will employment screws over us white collar, high end, knowledge worker.
Here in many states in Europe, there's no at will, and if your employer is
bought, then they have to give you a job on the same, or better, conditions.

At will is bad for tech workers.

~~~
USNetizen
I'd much rather own/operate a business in an At Will environment. If someone
isn't performing, you don't have to worry about tens of thousands of dollars
(or more) in legal fees to defend your decision to get rid of them. Add to
that all of the lost productivity and taxes paid funding a position for
someone who is wholly incapable and then having to create a year-long paper
trail to back up a decision you came to as little as a month into their
employment.

That is time and money that could have gone towards hiring high-skill,
productive people who actually WANT to work at your company and supporting
expansion (e.g. new job creation).

Contrary to your statement, Knowledge Workers fare the same in At-Will
situations as they do in others because of the high levels of job demand. The
demand itself motivates employers to retain them (and if they don't want to
incentivize their retention, there are thousands of other companies that
will).

I'm speaking, of course, as an employer who has offices in both At-Will and
other states in the U.S.

~~~
kyllo
The term "Right to Work" doesn't mean that employment contracts are required.
Right to Work is a euphemistic term for "employees cannot be required to join
a labor union." Totally different issue. Many states are both "At Will" and
"Right to Work." All US states implement "At Will" employment but some states
have exceptions to the rule.

~~~
santaclaus
> Right to Work is a euphemistic term for "employees cannot be required to
> join a labor union."

I thought forcing someone to _join_ a labor union as a condition of employment
was illegal under Taft-Hartley across the entire U.S.? One can be required to
pay agency fees to unions for contract negotiations, however.

~~~
kyllo
Taft-Hartley outlawed closed shops but did not outlaw union shops:

 _A pre-entry closed shop is a form of union security agreement under which
the employer agrees to hire union members only, and employees must remain
members of the union at all times in order to remain employed. This is
different from a post-entry closed shop (US:union shop), which is an agreement
requiring all employees to join the union if they are not already members. In
a union shop, the union must accept as a member any person hired by the
employer._
[https://en.wikipedia.org/wiki/Closed_shop](https://en.wikipedia.org/wiki/Closed_shop)

 _A union shop is a form of a union security clause under which the employer
agrees to hire either labor union members or nonmembers but all non-union
employees must become union members within a specified period of time or lose
their jobs_
[https://en.wikipedia.org/wiki/Union_shop](https://en.wikipedia.org/wiki/Union_shop)

A Right to Work law is a state law that outlaws Union Shops in that particular
state as well.

------
functional_test
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.

~~~
ExhibitAClause2
Whats the best way to go about finding one on short notice in a generic major
city?

~~~
smutticus
You might just try contacting the biggest union near you and asking. They
typically know plenty of labor lawyers. It can't hurt.

~~~
richardfontana
If the OP is in the US: in the US, 'labor law' and 'employment law' are two
different specialties. Labor law focuses on the laws concerning unions,
organized labor, and collective bargaining, while employment law is concerned
with laws affecting all aspects of the employer-employee relationship. You'd
want an employment law specialist for this sort of issue, or a generalist
lawyer with experience in helping software engineers deal with employment law
issues.

------
pvg
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.

~~~
learnstats2
Disagree.

We haven't seen the paperwork, but a deliberate change in employment contract
is not something that's done just for fun or on a standard basis.

It doesn't seem to benefit the original poster to sign the contract as it
stands. Contracts are supposed to be an equitable agreement between two
parties - there is no "standard". Standards which benefit only the employer
can and should be questioned.

OP should speak to an employment lawyer about the contract as a whole and any
clause they are concerned about.

~~~
rplnt
> deliberate change in employment contract is not something that's done just
> for fun or on a standard basis

What about acquisition as in this case? That seems rather expected. It makes
sense that procedures and policies change (including what contracts look like)
to reflect what the "parent" company use, and there may be new set of IP
brought to the company (which may cause new conflicts). And as the post above
mentioned, it should benefit the employee as well by having a document listing
what's truly his.

~~~
learnstats2
This is very different in the US from what I understand; I can't help you
there. Locally:

Acquired employees legally remain on their original employment terms and
usually have rights to continue uninterrupted work on those same terms. This
right also applies if a company is liquidated and reforms.

Given that employees have this legal right, and that acquiring employers must
know this (employees tend to be less aware), an acquiring company holding a
new employment contract should be treated with extreme suspicion. The company
must negotiate what they need, or the employee can just continue on the old
terms.

I would suggest an employment lawyer is necessary in that situation.
Particularly, since just ignoring the employment contract may constitute
implicit agreement.

------
patio11
_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
I tried #3. Company lawyers requested that I change it as it was holding up an
acquisition.

------
hinkley
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
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.

------
nirmel
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.

------
jacquesm
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!

------
olefoo
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.

~~~
hga
_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
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.

------
grabeh
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
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
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’).

------
retrogradeorbit
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
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
Maybe the colleagues should start working in some kind of organization? Then
they could get real political weight.

~~~
vacri
Heh, the idea of unionising IT folks often gives me a chuckle.

~~~
johnward
Why?

~~~
vacri
Because IT folks are generally very well-paid to begin with; have strong
individualistic tendencies; have a very, very wide range of skills that aren't
easily equatable; and frequently job-hop for better offers rather than bedding
down. And mostly, it's an industry with a very strong negotiate-your-own-
paypacket ethos.

~~~
johnward
Interesting. I guess it depends on where your job falls within "IT". Then
there is that valley skewing of salaries that happens on HN. My first "real"
job was with a mega shipping corp supporting software for logistics and the
autosorting equipment. I made 40k a year which was a lot of money to me in
2006. I worked 12 hour shifts rotating shifts (3 on 3 off which was nice). No
holidays off. I wasn't allowed to leave my desk without a phone. Was once told
I was required to answer the phone while on the toilet. Often the 12 hours
became more than 20 hours because my manager demanded you own an issue if it
came in during your shift. We switched to rotating 8 hour shifts but still
ended up working way more than 40 hours per week and not sleeping. I had way
more responsibility than I should have had at that pay scale. I also should
have been paid hourly. I'm sure there are tons of people in that situation. To
your point I decided to leave.

There is a side of the industry that most high paid developers don't see.
Maybe they would just chock that up to lack of skills? I make double that now
and average over 40 hours still. Plus travel, living out of hotels, and losing
money on food while traveling. I still think I'm better off in Ohio at my
current rate than in the valley at 50% more.

Overall IT is a good career even though it can be high stress. Most of the
time that stress is unnecessary or even manufactured by
managers/organizations. I really think the exempt employee is exploited in
tech in general. There is no reason a help desk employee should be considered
exempt. They should be paid by the hour with overtime. That and non-compete
agreements are one reason I would even entertain the idea of a union. When a
non-compete basically says you can't work anywhere then something is wrong.

Full disclosure: most of my family are union construction workers so that
could sway my opinion. They have better compensation than I do, especially if
you break it down by actually hours working. I'm in tech, in the fastest
growing group, at one of the largest tech companies in the world.

------
borski
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
_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.

~~~
crdoconnor
Yeah, I've done this about 4 times now just with this one specific clause.

Companies keep giving me these contracts. I keep saying no. So far, no company
has ever made their job offer contingent upon signing away every idea I come
up with in the shower. The day that happens I will walk, though.

One thing I have noticed, though, is that it is a pretty reliable red flag,
because it means one of two things:

* They don't read their own contracts (one employer actually seemed surprised when I read the clause back to him). Sign of incompetence.

* They are actually unreasonable people. Strong likelihood they will try to fuck you over in lots of ways.

~~~
Silhouette
_One thing I have noticed, though, is that it is a pretty reliable red flag_

That's been my experience as well. In fact, towards the end of the period when
I worked as an employee, this became one of my go-to tests about whether to
accept a job offer.

------
Silhouette
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.

------
chrisbennet
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
As most states are At-Will, both the employer and employee can do this
whenever they please.

~~~
chrisbennet
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.

------
geophile
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.

------
throwaway549328
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
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.

~~~
throwaway549328
I (personally) wouldn't. The boilerplate text their lawyer originally wrote is
inapplicable, but they're not bad people, it's just that that particular
lawyer has never had an idea in their life. (Only someone who has never had an
idea would think a person can list every idea they've had.) so besides
crossing the inapplicable section unambiguously, it's not worth a comment. I
wouldn't say I'm uncomfortable with it. I am extremely comfortable, with the
whole contract, I just removed the part about past IP since it obviously
doesn't apply. The rest looks fine! Excited to start. :)

really, it's hardly worth a comment. they obviously don't mean to acquire IP
from your past.

~~~
johnward
Any suggestions on Non-compete clauses that basically say you can't work for
any competitors or customers. In a multi-national corp that is basically every
possible employer.

~~~
throwaway549328
If I were you and in California I would ignore anything related to non-compete
without feeling any need to modify it, as I heard from multiple sources that
they're totally unenforceable: [http://ymsllp.com/news-and-publications/with-
limited-excepti...](http://ymsllp.com/news-and-publications/with-limited-
exceptions-non-compete-clauses-are-not-enforceable-in-california/) and also
against the cultural spirit people actually believe in. It's as though that
stuff weren't present at all.

If you're outside California, I would in your position look at how people
actually behave, as well as the law. Possibly I would choose to read the non-
compete literally and just do the right thing afterward. For example, I might
choose not to take a competitive position for the period outlined in the
contract, and instead do something slightly different. It's largely a moral
thing, I think.

If the non-compete were very broad (no job on Earth for a period of 18 months
after termination of employment) I would just ignore it; what are they going
to sue me? They wouldn't care.

I don't think I would push back to modify non-compete clauses, and I certainly
wouldn't do it in the way I mentioned for IP, however. It depends on
jurisdiction. It's quite a cultural thing.

~~~
ghaff
One of the problems--if the non-compete is with a large company--is that a lot
of potential companies that you might go to work for will walk as soon as they
find out you have a non-compete. I worked for a small firm for a number of
years and we passed on a couple of hires because they had broad non-competes
that could have at least theoretically applied to us. As far as our business
office was concerned, it just wasn't worth the risk.

I've known of other companies that didn't have quite "no job on earth" clauses
but were pretty serious about enforcing non-competes against anyone taking a
similar job with another company. That's pretty restrictive.

~~~
johnward
Even though the chances of the broad non-compete actually being enforceable
are low the threat of being tied up in a litigation is real and expensive. My
gut feeling is that they would not enforce it on lowly engineer like myself
but if they did I couldn't afford to actually fight it.

~~~
throwaway549328
wouldn't they sue the employee in question (the poster, or me in that
situation) rather than the employer? How are you at fault for hiring someone
with a non-compete you didn't know about... what is there to sue you over?

~~~
johnward
Probably, but employers don't want to invest in hiring someone that could be
taken away. Even if the new employer is not involved in anyway they could get
sucked into the legal battle and then have to pay to prove they have nothing
to do with it. After all you don't have to actually be guilty of anything to
be involved in a lawsuit. Also it's possible there is a non-poach agreement if
the new employer is a customer of the old employer. In my case a client cannot
poach me if I have worked on their project in the past 2 years. Then there are
those illegal non-poach agreements...

------
chvid
Talk to a labor union.

~~~
chvid
:-)

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.

~~~
mwfunk
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
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
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.

~~~
chvid
They have plenty of lawyers, highly specialised. And if you go to an IT-
related union they are very used to dealing with IP issues.

------
burgreblast
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.

------
rebootthesystem
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.

------
Nelson69
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.

------
musesum
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)

------
kzhahou
> 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
Perhaps think of it as "joint-ownership"? You and your husband might both
"own" your house/apartment.

~~~
rhizome
I think it's more like Schroedinger's Ownership

------
nadams
> 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-
modif...](http://contracts.lawyers.com/contracts-basics/contract-
modification.html)

------
heyadayo
[https://www.lawgives.com](https://www.lawgives.com)

------
smileysteve
> 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.

------
wickedlogic
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.

------
a5seo
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
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.

------
pc86
> 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.

------
RoryH
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.

------
bsder
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.

------
thom_nic
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.

------
egocodedinsol
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
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
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.)

------
flanbiscuit
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.

------
spacecowboy_lon
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.

------
Freshandco
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.

------
harryh
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.

------
fizx
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?

------
acafourek
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.

------
jucaloma
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.

------
irakli
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
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

------
IPlawyer
What state are you in? I'm a lawyer that does this type of thing.

------
leriksen
maybe just print out "ls -alR /" and say "these are all my pre-existing
inventions and and ideas, and supporting software"

------
kyleblarson
Isn't this just a standard prior art clause?

------
fleitz
yes type "<city name> employment lawyer" into google, then press the number
listed on the page.

------
jucaloma
yeah, come to the hackerdojo if u are here in the Peninsula. We have a
resident lawyer here.

------
uberweb
This sounds like a plot lifted straight from silicon valley.

~~~
theklub
First thing I thought of too.

------
ninjakeyboard
I was cut after an aq - at least you're still there :)

------
cvs268
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)

