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GitHub lets staff own IP developed for personal projects using company resources (qz.com)
1841 points by imanewsman on Mar 21, 2017 | hide | past | web | favorite | 462 comments



I work at a large law firm that represents a lot of software companies. Our standard employee agreement forms have the usual default (company owns everything you create with its resources or that relates to the scope of your employment).

This default has always amused me because lawyers never sign these kinds of agreements with their own law firms. We spend most of our time writing contracts, memos, and other bits of work product that, in theory[1], are protected by copyright. Ethics rules and professional norms also give the clients rights in the work product they pay us to produce. A firm's partnership agreement might address this too. But most firms don't even try to address who owns the underlying IP rights.

Moreover, it is extremely common for partners moving between firms to take all of their forms with them. The result is that people treat contract forms as-a sort of IP-free zone. It would not even be possible to ascertain the original authorship of most form contracts that cross my desk.

Historically, this hasn't mattered because law firms charged for hours worked. It will matter a great deal if firms shift toward offering more automated products that can be sold outside the billable hour.

[1] As with source code, there's also uncertainty about which aspects of a contract are expressive and which are purely functional. Only the expressive parts are protected by copyright.

Update: one project I've had in the back of my mind is to illustrate this point by crawling the SEC's EDGAR website and tracing the "genealogy" of bits of contract language in public companies' filings. (Companies need to file certain "material agreements"). If anyone has some suggestions for good text processing libraries that can help with this tracing, I would love to hear about them.


The result is that contract forms have become a sort of IP-free zone.

Exactly. One of the sleaziest tricks used by Realtors (most Realtors are not lawyers) is getting clients to sign their forms: their terms usually have the word "percent" hard-coded into the contract. Rather than opening the door to hourly or fixed dollar amounts, they insist that their forms are the "standard". I heard one recently say in a public forum that banks "require" these specific forms that only Realtors have... this is a total lie, and anybody that tells you that you can't negotiate to create your own contract for a deal should be prosecuted for coercion.

I've been trying for a long time to alter the common perception that Realtors add value; they don't. They take value out of transactions -- equity that's taken literal years to build up -- gone in one (fell) swoop. People need to be way more aggressive in their negotiations with real estate salespeople, and it all starts with the contract.

This is still a small, WIP, side project (free, open-source contract templates); however, you can get the idea: http://ecosteader.com/docs


Every time I buy or sell a home, I'm very thankful that one of my friends has a realtor's license. None of that 7% BS. None of the dumb games they play. How it came about that the services of two realtors was worth $35k on a $500k home is beyond me. Especially in this day and age, where we all just look online and tell our realtors what houses we want to go to. Half the work they used to do is now done by the client.


I would have to disagree. Yes, much of what they do as far as finding houses can be done online these days, but there are many edge cases where a (good) realtor can save you.

When I first purchased a home my credit history was.. interesting. The value the realtor provided was putting me in touch with the right grants, forms, etc and ways to build and fix my credit. They helped me not get scammed with a high interest or ARM loan. Their knowledge helped me. Also she steered me away from a couple houses due to inspection concerns that would have cost me time.

Fast forward to now my credit is awesome, the homes I can afford are in a far different category and my last home purchase was fairly routine, so my realtor didn't do as much but I still value their knowledge and experience because you won't need it until you need it.


not arguing against there being value, but there are credit rehab companies that would have probably cost you a lot less than the realtor's commission. Many basic credit consulting services are free.

I bought a home recently and work in the mortgage industry. My opinion: the buyer's agent should be a flat negotiated fee, maybe an hourly rate. There is very little that most do that the buyer can't do themselves. If the buyer doesn't want to do it themselves, then that's a choice they make to pay, and for items like inspection reviewing and negotiating, I'm not sure I see why it's significantly different if I'm buying a $200k house vs an $800k house. I don't agree with their fees being a percentage of the home prices.

Seller's agents on the other hand...those guys are salesmen. I can see way more value in incentivizing that person to get maximum value for me.


The seller's agents are indeed salesman but their incentives don't end up quite aligned with the seller's.

For example let's say a selling agent is getting 6% on a house listed at $500k. If it sells at $500k he gets $30k, if it sells at $520k he gets $31k. If he were to get a $500k offer it probably isn't worth his time to put in a lot of extra effort to try to get that extra $1k, but to you that extra $19k is a lot of money. You might want to do another open house but the agent will convince you to just take the offer in hand. I think this is one of the reasons that agents use all these short deadlines and pressure tactics, it's not just to get the buyers locked in, they want to be in and out of each deal as quickly as possible so they can move on to the next deal.

Not sure how to fix that, but it is an issue to be aware of.


I wanted to do this the last time I sold a house -- I was thinking something like, the commission should be 1/3 of the difference between the sale price and an agreed-on minimum price. Stupidly, I didn't stick to it when the first agent I started talking to told me she wasn't empowered to negotiate such terms.

That agent was very helpful in a lot of ways, but didn't get me a particularly good price -- another, nearly identical unit in the same condo complex sold around the same time for about $30k more.

I think the next time, I will stick to my guns on the terms. That probably means I'll have to find an independent agent. This is not necessarily a bad thing; I think the agent who sold that other unit in my complex was independent.


I can only agree. Having had to sell a home via a realtor recently due to distance my (totally anecdotal) experience was that his incentive was to find anyone who would bid at least some amount within my price range. Not the best deal. He didn't exactly market it. And after signing all paperwork and visiting the house with the new owners I realized what positive aspects of the house were all unknown to them.

Lots of things like that. And then both parties having to pay 5.1k for his 'service'.


One minor nit. The selling agent doesn't get 30K. They get 15K because the buyer's agent also gets 15K in most normal deals. From that 15K their firm probably takes somewhere between 30-50% depending on the volume and size of deals they close. I'm not saying they're worth 7-10K but it's a far cry from the 30K you speak of. Which reinforces your point even more. They don't get compensated enough to spend another few weeks trying to get you 20K more.


The authors of Freakonomics wrote a whole chapter along these lines about realtor distinctives.


disincentives (autocorrect)


Not only that, but if your neighbor has a 800k house to sell, guess what house your agent is hiding from their clients so it can get a better commission.


I built a website for a realtor, and she specifically wanted that functionality.

It really pisses me off that in this day and age they think they can be "gatekeepers" of the information.

And they provide an extremely shitty service, they don't even take the care to take good photos of the property.

They've long lobbied for more regulation in my country and are extremely angry that most people are not using their services (I wonder why... :) ).

They did manage to make their services mandatory for state-owned mortgages :( .


> he buyer's agent should be a flat negotiated fee, maybe an hourly rate.

A fee sounds good, an hourly rate seems to incentivize the wrong behavior (as does a percentage of the sale price).


A fee would incentivize the realtor to be done as quick as possible.


Well, so does the current scheme of a percentage, offset only by whatever desire there is to find a more expensive house you're willing to buy so they can get more money, which you hope isn't a large factor in their reasoning.


The fundamental underlying problem is that realtors are in a lemon market. The combination of low transaction volume, low cost to enter, and a general inability of customers to determine quality until the deal is done is a toxic blend.

I fully believe that there are realtors out there who make their clients money. There is, however, no reliable way for me to differentiate them from the lazy scumbags.


Not arguing against the value, but why should the seller have to pay for you to receive this service?


The seller does not pay for the buyer to receive their agent's service, except in accounting terms. The commission to the agents is (should be; if you as the seller aren't thinking of it that way, you're misconceiving the situation) priced into the cost of the home. All the money in the deal comes from the buyers.

When realtors' business model gets disrupted, sellers will not end up getting the same prices for their houses as they do currently, or get to keep the 6% that now goes to agents - that money will simply drop out of the cost of buying homes (except for the new, smaller, cost that will be captured by the new business model).


"When realtors' business model gets disrupted, sellers will not end up getting the same prices for their houses as they do currently, or get to keep the 6% that now goes to agents"

It's not clear to me that that is true. All economics tells us is that in the current system, sales clear, which means that buyers are fine buying at the current prices and sellers are fine selling at the current prices less commission.

If the commission were to suddenly disappear, it is not clear if the buyer, the seller, or some mix would retain that money. You're suggesting that the buyer would retain all the money without evidence, whereas basic logic would suggest that the seller has more economic power (because housing prices generally appreciate faster than inflation), particularly in hot real estate markets.


Your point is valid. It's not clear to me that my claim is true, either. I made it in part because I wondered whether it were true, and I subscribe to the idea that the best way to find out if something is true is not to ask whether it is, but to assert that it is and wait for arguments to the contrary.

But I think it might be partly true, too. As you said, currently "sellers are fine selling at the current prices less commission". When those commissions disappear, sellers who were previously content to get Price - 6%, should still be content to get Price*0.94, since those are the same, and at least in buyer's markets, competing sellers have an incentive to undercut one another in the effort to get their house sold. It seems probable that those would lead to houses moving to a new normal pricing structure 6 percentage points lower than the old normal (less whatever amount the new model is capturing).


Two words: bidding war. My realtor was worth every penny she got.

And I don't know where you are located but I've always known the standard commission to be 6% (3 to buyer and 3 to seller agents). But everything is negotiable, I got mine done at 5%. She knocked 1% of the seller agent fee to be my buyer agent on the next transaction when her fee wouldn't come out of my pocket. She got me a second great deal, could I have gotten the same? Maybe, but knowing that negotiation isn't my strong suit, probably not.

But then again, most people buy houses so infrequently that one or two experiences either good or bad is going to color your whole outlook on the industry. I've been lucky enough that my few experiences look like net wins from my perspective.


I completely agree with you on this sentiment. I've often been quite disenfranchised by this whole palaver around financial reward around realestate percentages... From your wording it sounds like you frequently buy/sell houses.. Or is this just me reading into things?


Well, we're on our third house. We bought our first one in 2008. We may be on to house #4 this year. We're weighing remodeling our current place or moving, so we've looked at some homes recently. Not sure if that makes us frequent home buyers or not.

My friend has also worked with my sister, so all told he's helped myself or someone close to me with buying and/or selling 6 homes and maybe a 7th.


If you agree to a flat fee agreement with a realtor, can you fire that realtor at anytime?


> I've been trying for a long time to alter the common perception that Realtors add value; they don't.

I've heard this before, but when we bought a house, our realtor added a ton of value.

She went out and found houses that we wouldn't have found; sure, most of them came from MLS, but there were a few she found just by driving by or by asking fellow agents. She even triaged a couple for us (by going to look at them without us once she had gotten a sense for what our common feedback patterns were, and only making us come along when she thought it was worthwhile).

She pointed out things we would have never noticed, like windows that had condensation around the edges, which indicated the seals were bad and that when the seals on one window were going out, it was likely they were all on their way out. She'd point out cracks that we didn't notice or water stains (acknowledging she's not an inspector, but it certainly gave us things to ask the inspector about). She noticed when parts of the yard looked worrisome in how it was eroded or angled toward the house. And she could usually estimate for us off the top of her head what things would cost to fix, replace, remodel, or update (or she had someone she could call to ask for an estimate if she didn't know).

EDIT: She also put pressure on the lender when they were delaying the mortgage approval, did all the negotiation on our part with the selling agent, followed up with the sellers to make sure they did all the fixes our inspector found and were put into our contingencies. She also figured out what to do when she reviewed the contractor receipts and found out they had lied about fixing one of the things in the contingencies on the morning of the closing to make sure the deal didn't fall through, as well as how to resolve the issue that the sellers had left a giant moving pod blocking the driveway/garage and went on vacation the day we took possession of the house.

I suppose I could imagine buying a house without her if you had the experience, but there's no way we even came close to matching her years of experience.

Of course, most of the people I talk to have said their experience was nothing like ours. But it makes me think that the problem isn't that realtors bring no value to the table, but rather that maybe there just aren't very many good realtors.


all of that you either could have done yourself, or your inspector would have done for you.

I don't begrudge anyone who wants to pay someone else to take a task off their hands, I do it all the time with various things like my lawn service, housekeeper, etc. But was the time they saved you worth the commission they made? When you're making 7% of the selling price, the answer to that seems likely to be no in many cases. There's a price point where it's no longer worth it to outsource the work, and I suspect many home buyers run over it without realizing it or considering they have a choice.


I think the problem here is not that they don't add value, but that since the value is tied to a percentage of cost, and cost has gone way up as a percentage of income, it no longer appears to be worth the value in many cases.

For a $100k home, it's fairly easy for the value added to surpass the amount paid. For a $500k home, the value added needs to be much higher. Then again, if you think of it as less value added and more like insurance (although unfortunately without a specific set of coverage), then what you're paying for is their ability to identify and prevent problems before they happen. Having a realtor notice items before calling in an inspector is useful. Having a realtor apply their knowledge of the market, and what people are generally looking for on both the buying and selling end when making suggestions for how to change the deal (such as requesting fixes prior to sale, or money back for the fixes) is useful. Does that usefulness surpass the cost they get in their fees? It probably depends on the specific deal, the cost of the houses being looked at, and the experience of the realtor. I doubt it's as black and white as being useless though.


What is the problem with calling directly an inspector? I think they are more qualified than a realtor and I sincerely doubt that their fees is over $30k like the realtors depicted in this thread.


I don't think there's a problem calling an inspector directly. But an inspector typically doesn't go out and find you houses to look at based on your preferences. They also don't typically negotiate with the sellers on your behalf and help you figure out an offering price based on comparisons. And they don't negotiate the contingencies in the purchasing contract.

And no, an inspector's fees aren't over $30k (of course I imagine this varies by state, but where I'm at, if your buying agent's fees were over $30k, that would mean the house you bought was over $1mil, since their fee is half of 6% of the selling price of the house, i.e. 3%). The inspectors we talked to were between $500 and $2,000 per inspection, depending on the level of inspection you wanted, if I'm remembering correctly.

And we looked at around 35 houses (which apparently is on the high side by about 10x based on discussions with our friends who have bought houses). So for us, if we called an inspector every time (assuming we could find an inspector whose schedule matched the appointment availability every time), it would have been around $17,500 on the low end to do that for every house, which is more than the buying agent's percentage.

Of course, we could just hire an inspector on the ones we liked, and it'd be much cheaper, but that means we'd have to look at it, then call an inspector and schedule a visit, which would add an additional several-day-waiting step to the process, which could lead to us missing out on the house, since it's not uncommon to lose a house to someone else getting an offer accepted first (that happened to us for two out of four houses we liked).

So, nothing wrong with calling an inspector directly, it's just a different job than what the realtor does.


I think this is spot-on.


Where I'm at it's 6% of the selling price, but either way, I guess my answer would be, absolutely it was worth it.

Even if you disagree (and the answer would be different for everyone I imagine), it still doesn't indicate that the realtor brought _no_ value to the table, which was the statement I was responding to.

EDIT: Also, I should clarify, where I'm at it's 6% _total_, split 3% each between the buying and selling agent. So, on the other hand, was it worth it to the sellers to pay 3% to their selling agent, who screwed up pretty much every part of the process and didn't seem to do much from what we saw? Probably not.

EDIT 2: I'd probably realistically downgrade my "absolutely it was worth it" answer to, "eh, it was definitely worth something". If I had to put a value on what they brought to the table, it'd be hard to say, but maybe they were overpaid by ~30-50%. Again though, saying they didn't add _any_ value certainly wasn't the case for us.


My house-buying experiences were similar. Our realtor did a LOT of things that we might not have thought to do, or known to look for, or at least not in the time frame we had. Lots of sanity-hand-holding, too.


doesn't the USA have the concept of a survey which is done for a fixed fee by a separate surveyor that looks at the property and lists any defects found,


Yes, and it is strange.

First there is an inspection for the potential buyer, paid for by the buyer and thus owned by the potential buyer. This tells you if the house itself has problems like cracks and rot.

Second there is an appraisal to establish the home's value. Strangely, this person might not even enter the home. (they mostly look at sale prices of similar homes) To avoid corruption, the government randomly selects an appraiser. The appraisal is paid for by the potential buyer, then given to both the buyer and the intended loan provider.

Third, there is an actual survey. This measures the land and maps out the positions of buildings and fences and pavement and pools. I think the seller pays for this. I first heard of it as a buyer when I got a copy as I signed the final paperwork, which is pretty terrible actually.

If the sale is cancelled, the inspection and appraisal become worthless. The seller doesn't own them and isn't supposed to have a copy due to copyright. The next potential buyer will probably start with nothing.


Yes, but that doesn't include things like "are the homes next door foreclosures" or "are the schools terrible" or "are the nearby parks full of used needles".


ah that's when you ask the Postman what the areas are like or use any of the websites that have this info.


how much of that did you take at face value? why give realtors such credit without qualifying data... unqualified "advice" should be looked at...


I don't understand the question. Are you asking, how much of of the advice did I do further research for and make sure she was giving good advice? All of it.


Keep in mind there are also different types of realtors. Commercial, hard (private money), etc. My mom has owned a mortgage company for decades, but her business is about connecting a network of private investors with borrowers that can't get conventional loans. The value she adds is not just in connecting these people, but also in making sure she matches the correct risk and reward based on the borrower and investor. An example of the deal she might broker would be a contractor that has a plot of land he/she wants to develop or buy and develop into a few houses (e.g. 4-6 houses). A conventional loan may not be possible (it may be viewed as too risky), but private money may fund such a deal at something like 10% APR (expected to be paid off within a few years at most I expect), but the risk is in whether the people borrowing can be trusted to finish on time and within expected costs, and that's something you learn from experience dealing with the people and industry over time.

In a perfect world, some wealthy doctor could just pick someone to invest in and do so, but in reality it's generally a network of 3-6 investors all putting a portion of they money into a deal, and the borrower has done this multiple times over the years as well. Coordinating that takes experience and contacts.


I just bought a house, and I will say, I'm glad I had a realtor guiding us. Because I am the buyer I had to pay her nothing, she just gets her 3% - 6% on the sale, and honestly I have no idea what that number is. The seller pays.

That being said when I sell, I definitely do not plan on using a realtor. As you said, it's super easy to sell online and I agree. I even found the house I bought without the realtor, we literally just said "we want to see this house." What she did provide was insight into the market, the area, she showed us comparable houses, explained the history of the builder, etc. This is where she brought value.

In selling a house, the only value they bring is customers. That usually (car sales, medical sales, etc.) is a percentage of sale type of transaction. So, to me it appears fair to give them a percentage. If you choose not to use them, you can!

Unfortunately, I believe in the state I am moving to I am required to pay for the buyers realtor (although I am not 100% sure). That's typically 6%, but technically, I don't have to sell to them. Sooooo I can negotiate and work with them to get say 3%.


That 3% that the seller 'pays' for is really yourself paying for it. You could probably negotiate that fee away if you didnt have a realtor on your side for example


Probably, but I did play super hard ball in negotiations with the builder. Without the realtor as the intermediary, I think we would have paid more.

Basically, the realtor provided a barrier between the builder and my wife who super loved the property. The realtor also had a relationship with the builder, so when I asked the builder to do X, I got a response super quick at 11:30 at night.

Don't underestimate the value of having connections. FYI my house appraised at like 10% higher than I purchased it, so we did get a deal.


>> "Because I am the buyer I had to pay her nothing... the seller pays..."

This is literally the second most breathtakingly naive comment I've ever read on the internet.


As I pointed out in a seperate comment...

If I am willing to pay Y for an item, regardless of who is involved in the transaction then it doesn't matter if a percentage is taken. i.e. if Y = Y x 0.97 + Y x 0.03, who cares? Now you might say I could have negotiated that 3% off, and I'd argue that's probably not true.

I seriously lowballed the builder on the sale, the only reason I think I got it was the relationship the builder had with the realtor. The builder has incentive to give a discount to a realtor, as he has 50 other houses he has to sell. She also has an incentive because the quicker she can get me to buy a house, the less she has to show, i.e. the more she makes per hour.

All of this isn't exactly explicit, but in my case, the realtor and I discussed this. It was actually quite refreshing and definitely worked in my benefit as I picked up my house for around 10%+ less than the people around me. The realtor was similarly happy because I only took around a day of her time, and the builder was happy because he was in serious need of cash flow.


> builder was happy because he was in serious need of cash flow.

You can't imagine a world where that was more important to him accepting your offer than the realtor bringing the offer to him?

> The realtor was similarly happy because I only took around a day of her time

So, for a single day you paid maybe 6-15k or so (guessing 200-500k house * 3%). Don't you think maybe that's a bit much?


>Because I am the buyer I had to pay her nothing, she just gets her 3% - 6% on the sale.

Because you're the buyer, you pay for everything. You're the only one who brought money to the deal.


Sold my apartment myself without involving realtors. They wanted what amounted to 10% of what I made on the sale.

It was a bit of work getting everything right, but it was well worth it.


What does everyone think about Homie and how they try to tackle this with a flat fee?

https://www.homie.com


Check out OpenListings. They're giving buyers a big chunk of the buy-side realtor fee to use how they see fit in the negotiations: https://www.openlistings.com/

(Am an investor)


>I've been trying for a long time to alter the common perception that Realtors add value; they don't.

I don't know anything about the law so I hire a lawyer I trust. I don't know anything about buying a house so I hire a realtor I trust.


The type and amount of training required for those two fields isn't even remotely similar.


Does that matter? You're not hiring them because there is a high bar of training.

Heck, programming is literally done by schoolchildren for entertainment, myself included, yet people are quite happy to hire us because they understand the value of delegation.


That is true. But the value added by a good realtor can produce as much value add to a transaction. I've talked to enough people who had bad realtors that I know they can literally be useless. But I've also worked with a buyer's agent who got 3% knocked off the price of the home I was buying. This is in the city of Boston, where most houses go for over asking, so I might have viewed this move as risky without my realtor's experience backing me up. And I had none of the issues people complain about online (no pushing a particular home inspector or lender, etc.) Additionally, I've done enough deals involving lawyers to know there are some incredibly crappy lawyers, despite all their training.


On the other hand, is it possible you could have gotten a lower price by not having a realtor? Since the seller wouldn't have to give up a percentage of their earnings to you realtor, they might have been happy to lower the price.


It doesn't take a lot of time to learn how to change your oil, but i still pay a guy to do it.


But would you pay him $1,000 to do it? At some point, you would do it yourself. I think when people say they add no value, what they mean is, they don't add $35k of value on a $500k home purchase.


yeah and it takes longer to become a doctor than a lawyer but I doubt you'd argue against hiring a lawyer for that reason


>> "... hire a realtor I trust."

To a first approximation, 0% of real estate people are trustworthy.

Doubly true in hot markets.


If they are selling your house, they are looking for the highest sale price they can get which benefits both of you. Only the buyer should be worried about a scummy or just inexperienced realtor.


Most lawyers, however, are acting in your best interest. Most realtors are out to make a quick sale (at whatever price, they don't care as long as they get their commission)


That's fair. You can certainly make some big mistakes when buying/selling a house. E.g. neglect to have it inspected by due diligence deadline.

I used a realtor (with a discounted fee) for my first house. Now I'm buying the second by owner, because I know how the circus operates.


If you get a lawyer for your house transactions, you will pay a flat fee of less than $1000 and still get the advice to always have it inspected.


A lawyer? Geez, why a lawyer? They are highly qualified and expensive.

Hire a flat-rate agent/broker. They'll technically be your agent, but you do all the leg work.


Because you could hire a lawyer for a flat thousand bucks easily. Real estate agent is going to take 7 percent of the sale. So you get more qualified for way less money on most cases.


At least in my state, you have to hire a lawyer to do the transaction. They will make sure you did all the required steps, and charge a flat fee.


I pay less than $1000 for a lawyer and get 10x the value I get out of an agent for which I'd pay several thousands of dollars.


Here in North Carolina the buyers realtor fees are entirely paid by the seller so there's really no reason not to get one. Ours was really helpful in getting things lined up and providing checklists and support when we had questions.


If the seller stands to pay your agent 3% of the sale proceeds, the seller will typically be happy to reduce the price by 3% if you don't have an agent.

I just sold a condo in Minneapolis using a flat fee company -- fantastic experience and will never use a realtor again, save for maybe if looking internationally in a very unfamiliar area perhaps.


I just use flat-fee agent in Utah. $95. Same experience.

If you want an industry ripe for disruption, consumer real estate is HUGE. Got a couple start ups in my area trying to do that.


area where it concerns overhead due to law seems does seem ripe for disruption. But my concern is that this isn't a technical challenge, but rather political/legal one.


I mean that the buying/selling process is rather backward in technology and there's a lot of misunderstanding. The difficulties are less political and more inertial.

A primarily digital brokerage would be (is) a huge improvement.


This is generally not true. The seller of the home has a contract with the listing realtor. If there is no second realtor the listing realtor will usually get 5% or 5.5% instead of just 3%.


Depends. If that's the situation, you find a realtor who will sign and give you most all of their commission.


That is typical across the US.

The price is 6% higher than the actual value, so that the buying and selling realtors get their cut.

But if you don't have a buying realtor, any offer you make it looks 3% higher to the seller, and you can recoup most or all of that.


> I don't know anything about buying a house so I hire a realtor I trust.

You can hire a lawyer for exactly the same purpose. You will still need to hire inspectors, title companies regardless.


People suck at negotiating.

Last time I did a buy/sell we did a deal with the real estate broker where we paid her $1000 upfront (0.5%) to sell the house for a 3% commission vs 7%. The trick was we gave her 60 days to sell the house exclusively without going on MLS, and she would credit the $1000 after 60 days if it sold on MLS (which means she gets almost nothing).


They really do suck at negotiating. I tried to buy the house I was renting, and as part of their negotiation 'tactics' they threatened to have me evicted if the sale fell through. Of course, the sale fell through. No eviction. They should have let their realtor handle negotiating with me, but for some reason they took it on themselves. What is the realtor for, if not to prevent things like bad negotiation tactics. Taught me a lesson though.


Wait. So you got a selling agent (Realtor) to sell a property without using the MLS and I am assuming without using buyer's agents? Like just marketing the house directly to the public?

And then if it didn't sell in 60 days, she would get almost nothing, and would also have to split almost nothing with the buyer's agent?

And she agreed to that?


I forgot to add that we agreed to let her be our agent for the home we were buying. We didn't need a quick exit.

This particular realtor focused on building a client base and having the shortest listing time. Her average time on market was 1.2 day.

The 60 day thing was a luxury for her. It's a metric hack that allows her to get more listings and be more selective. People make all sort of wacky deals to spike metrics.

We also ended up buying another of her listings, so she did well.


> and anybody that tells you that you can't negotiate to create your own contract for a deal should be prosecuted for coercion

As long as you can decide not to sign it, it's a negotiation. Pretty shitty and one-sided negotiation, but still negotiation.


But the resulting agreement might not be enforceable. So in a contract-law sense it's not negotiation. See https://en.wikipedia.org/wiki/Standard_form_contract.


You can hire a lawyer and pay a flat fee for labor if you want to avoid the percentage comission model. There are also discount brokers out there that take less. That can work if your more DIY about buying and selling houses.


Nit: one fell swoop. It's from Macbeth.


Ah, heavens, it is a most pathetical nit!


One swell foop.


As someone looking to purchase, thank you for this tidbit.


Four letters: FSBO


Wow, that's...really something. I do have a bit of a quibble with one of your assertions though:

>It would not even be possible to ascertain the original authorship of most form contracts that cross my desk.

I highly doubt this statement is true if given Documents X, Y, Z et al are given stringent, professional forensic examination for remnants of markings. Maybe not every single one, sure, but enough in a Universe A of legal examination would, I firmly believe, uncover quite a bit more than meets the eye.

My point is that what you've noted is not an "IP-free zone" it's simply an un-tapped market for "fiscal compensation by way of derivative IP torts" - once the financial motivation is strong enough and there's evidence that can be garnered to show willful infringement...IP rights don't just go away because nobody is pursuing them.

If the Prenda Law fiasco can serve as a Gutter Dweller example of IP enforcement, this is a much more clear cut, deep pocketed scenario that should give every single law firm pause. As much as I'm entertained by cannibalistic feeding frenzy behavior, Law Firm Representing Law Firm(s) vs. Law Firm(s), would, no doubt, be a basic drain on an already over-burdened legal system.

TL, DR: Never underestimate the temptation for tort cases when there's a large pile of money at stake


> stringent, professional forensic examination for remnants of markings

Don't doubt it's possible, but might be a little trickier than you suspect. My old firm, as a matter of course, installed software on our laptops that stripped all sorts of metadata from outgoing documents. It was actually really annoying since "tracked changes" in MS Word got removed too.


@spinklock - it's the industry standard. My firm does the same (although now it's done through our file management systems instead of through software installed on our laptops).


sounds like evidence of a cover up to me :)


Contracts theoretically could be protected by copyright. However, we reuse so much of the functional language that it would be difficult to prove that a given contract is sufficiently transformative to merit protection. One exception is that heavily-annotated firm templates and file memos. I would be more cautious about sharing a detailed, annotated template from a previous employer.

Some large firms in fact do require associates to sign covenants. In particular English firms seem to do this a lot. I consider it to be unethical, as it is anti-competitive and runs contrary to the interests of clients, who should remain free to select the lawyer of their choice (even a disloyal employee of their previous law firm).


In theory, functionally important language should be uncopyrightable.

This is the same world of theory in which software is not subject to copyright...


To be fair, making that distinction would imply that e.g. minified code is uncopyrightable while pretty-printed code with descriptive variable names is subject to copyright.


I am the founder of Datalanche, a search engine for SEC filings [1]. We have spent a lot of time text processing filings and I would be happy to discuss all the tools and gotchas. Unfortunately it is a longer conversation than what makes sense in an HN comment. If you would like to discuss, please contact me at rpedela@datalanche.com.

1. https://www.datalanche.com


How much of your work can be rightly patented?

I imagine these sorts of agreements prevent employees from developing something in the due course of their work, patenting it, then charging the company for the use of the work they were already paid for via salary. I.e., it's a simple protection against extortion.


You are answering a big question of mine: "If I launch a PAAS product, am I allowed to copy Heroku's terms of use?". Seems like it's covered by copyright but it's IP-free zone, although "IANAL"...

On the other hand, it would be a headache if contracts were covered by copyright: If your competitor adds a clause to their contract, can you add the same clause if it's covered by copyright, or are you forever banned from adding this clause? Would someone file a patent on "Using contracts to limit the liability against customers", for example?


Two points:

First, even if you are able to borrow functional language from a contract without infringing someone's copyright, that doesn't make it a good idea. Heroku's terms were written for them and their specific business risks, governing law, etc. Your own PaaS business may have different requirements. And copying wholesale probably is infringement.

Second, by "IP free zone," I'm talking about people's attitudes and behavior towards the materials they borrow from--that certainly doesn't express a legal conclusion about it or mean what they are doing is not infringement.


I've had a similar question about the validity of free software licenses that only permit verbatim redistribution, and whether it's possible to use ideas from such a license in another license. The idea of a license being under a license just seems alien to me.


If you look at website Terms of Service etc., you'll see that there's huge amounts of copying between firms which compete with each other.


It's also interesting how infrequently this is actually enforced by employers. Outside of extreme cases (like the current waymo/uber litigation) I've never heard of it being enforced -- even when it's pretty obvious that IP was transferred (e.g., foursquare / dodgeball). I feel like it's in there because it always has been. I thought about removing it for my new business, but I'm worried about diligence issues if I end up raising more money or selling. At GitHub's scale that's less of a concern.


It's not just enforcement that matters though. The threat of enforcement is far more common and has come up at every company I've worked for. That ends up creating a tense environment for employees in a similar way to how a criminal feels when they've committed a crime, but have not been caught. The threat of life-altering damage is a huge stress to carry.


When IBM Watson bought Blekko we had to produce an IP assignment for 100% of the people who had ever worked on our IP. Elsewise, how would IBM know that they were actually buying something?


Want to drop me a note (see my HN profile). I've done these ancestor maps in the past in other cases, and have some ideas.


As an FYI, I've been interested in a similar approach. So far bioinformatics techniques seem to be the best fit.

You may want to take a look at libraries that provide BLAST or Clustal/MSA Analysis capabilities, then tinker a bit. From my experience, wiring those tools to a separate visualization suite provides the best results.


If you have access to Intelligize through your firm, their product is excellent at parsing and tracing contract provisions in public filings.

Source: Not a representative of Intelligize, but I've used their product quite often at my firm.


> The result is that people treat contract forms as-a sort of IP-free zone

I thought contract forms are automatically exempt from copyright.


that's good to know, because when we started up, we completely pilfered all of our licensing, partnership, service level, and disclosure agreements from competitors.


People keep complaining about how hard and expensive it is to attract top talent. This kind of measure is exactly how you do it. Provide an environment where employees feel trusted and empowered, pay market rate, screen properly instead of having applicants jump through hoops, and you won't have much trouble hiring.

Kudos to github for this, I'm impressed!


For real. I am an indie game dev who recently released his first big game on Steam. Just a week or two ago I had a prospective company tell me that, in order to hire me, I would need to sell them the entirety of my personally-developed IP and dissolve my interest in my own company.

Needless to say, I decided against that job.


You're not shameful enough to direct plug so I'll do it for you: http://soverance.com/ethereal/

Looks cool (fighting the "infected mushroom", ha).


*shameless


haha thanks for the plug!


That's an absolutely absurd request. I can understand if they said that you wouldn't be able to work on your game during business hours, or on your company machine, but to request that you dissolve your company and sell them your IP? That's insane


Information feudalism. The slim possibility that you might get into an IP dispute with them later used as an excuse to make sure employees have no independent revenue-earning capability.


"It's worth $1B. Still want to buy it from me?"


"But for you, I like the cut of your jib, $100M."


I don't see a problem with this. If you put a price on that work, and they meet that price, seems like an equitable exchange.


But if they paid you that much for your IP, would you still work for them?


Well, at least for the payout period, assuming it wasn't all given in a one time payment.

Otherwise, it of course depends on what they're doing. It might be really interesting work that you get the chance to work with a lot of other very brilliant people to build something amazing.

If that's not true, then no, I'd probably go and start just writing fun open-source stuff all the time.


A lot of companies that pay by salary think business hours are 24/7.


Yeah, the added gray area here is a little uncomfortable. I have never seen a startup actually define what business hours are. What if you work late 2 nights a week, and then the third night on a side project. Could that be interpreted as business hours? Do business hours vary by individual?


And one wonders why they can't hire top talent.

One the one hand, they want capable people who go out of their way to achieve results + love their craft. Guess what, that often happens by working on side projects (whether ultimately commercial or not, is irrelevant).

As an employee the only concession I would personally be willing to make would be to not compete directly with the company you're employed at. And only if you're not employed at a company doing everything, i.e. a Google or a Microsoft.


Yep. I was hired at a major hedge fund. Disclosed my interest in various companies ahead of time. Got to the hedge fund. Was told that I had to dissolve the interest. Quit job. Everyone pissed.

I had other reasons to quit which had nothing to do with the job itself (I loved it), but that was a major one. I get paid more, per hour, from my businesses than any job I've had so far.


Out of interest, which types of companies did you own stakes in?


Software


> Just a week or two ago I had a prospective company tell me that, in order to hire me, I would need to sell them the entirety of my personally-developed IP and dissolve my interest in my own company.

That's unusually awful for an employment agreement. Most employment agreements claim everything developed by the employee on company time and resources, and many claim everything developed while employed, but this is the first time I've ever heard of an employment agreement demanding all past work. Good call on just leaving; not worth even negotiating with a company that tries to pull a stunt like that.


Wow, I'd lie if I said I wasn't worried I'd someday have to take a job like that. Was this job you applied to in the gaming space? If so, is that type of ask common place in your experience?

Also, a bit of an aside. What's the game you released called? I get you probably intended to avoid the plug but I'm curious.

Edit: And of course, props to GitHub for this!


Hopefully you'll never have to take a job that asks this of you.

Yes, the job in question was in the gaming space, working on an unannounced virtual reality title.

This has been the only time a company has ever asked me to divest interest in my own company and/or IP before being hired. Granted, I have only recently begun looking for work, but I cannot imagine this being a common scenario.

Instead, I imagine these guys as sharks that do not have my best interests in mind; only their own.

As for my game, it's called Ethereal Legends, and is now available on Steam. To bring things back onto the topic of this thread, the code for my game is also available on GitHub!

https://github.com/Soverance/EtherealLegends


You should write back to the developer contact on that interview and explain exactly why you're declining. They may assume you had other reasons for not moving forward. Bad actors have a habit of making their mistakes look like something else.


It's their company. It's their problem. I wouldn't bother.


If the company was into anything related to gaming, my assumption would be that they were looking to buy the IP at a knocked down rate by hiring you (or that the chance to get the IP cheap was one of the differentiators between you and the next best candidate).


Congrats on release. Assuming you were interested to sell, what would that number be? How did the conversation go after that point?


Sometimes I just go with it because of how unenforceable that contract will be for them and how Ill get paid in the meantime laughing silently to myself at the absurdity


Depending on how vicious the company is when "crossed" you might find they can make it expensive for you for a while by trying to enforce it and making you put resource into fighting back.

Personally, if I don't agree with and and/or aren't willing to stand by it, I don't sign it. Of course for some less fortunate desperation means they have to compromise on such ideals.


right thats something to consider

there's just so many ways around it and I'd LOVE to get some case law made just to get some unknowns clarified. Like when I contribute to an already existing open source project on company's time/resource/IP-appropriation-regime, do they get to rewrite the Apache license because one contributor had signed a contract? when running this open source software that happens to generate a transferable token with a liquid secondary market with no proof of ownership, is that the company's?

would love some broke startup to spend time on that case


there's just so many ways around it

That depends very much on which jurisdiction you're in. You'd be crazy to assume, without taking proper legal advice, that retrospective assignment would not stand up as part of an explicit employment contract.

Like when I contribute to an already existing open source project on company's time/resource/IP-appropriation-regime

If you did that without your employer's permission, then probably both you personally and anyone redistributing the OSS project would be infringing the employer's copyright. If that upset your employer, you could expect to be fired and possibly sued, and anyone involved in redistributing the OSS project could expect a C&D from your former employer's lawyers pending removal of any infringing work you contributed.

Depending on the scale and sensitivity of whatever you contributed, a bad result could be that you are out of a job, bankrupt due to damages and legal costs, and known for being untrustworthy since any future employer who looks you up is going to find the lawsuit, while the OSS project is significantly inconvenienced and doesn't ultimately benefit from your contribution anyway.


yes, those are possible outcomes and the cost benefit from every single one of my side projects is so much greater

and I do factor in the jurisdiction in my own personal assessments and everyone else should too

there are many circumstances where the consequences are completely opposite of what the contract says (or how their employer's actually operate, care about, or will ever find out about) and people's behavior will conform to those consequences


There is also another factor to consider: while all this is playing out, in public, you are someone being highlighted as having signed a contract disingenuously. It doesn't matter how bad the contract is, the fact that you signed it and reneged on it later could look bad to future employers (especially if they have links to the company in question through the old-boy network or similar!).


Unfortunately companies do this all the time: I have personally seen clauses in contracts put forward by employers whose exact wording had been rendered completely ineffective and unenforceable by UK employment case law.

If it’s bad faith to sign off on a contract which contains clauses you do not intend to honour (because they are unenforceable) surely it’s equally bad faith (if not more so, given the power relationship) to keep unenforceable clauses in contracts purely in the hope or expectation that they will frighten uninformed employees into conforming with them?


> while all this is playing out, in public, you are someone being highlighted as having signed a contract disingenuously.

or that my foresight and source of legal counsel is better and people may find value in that?

or I better hope my side project takes off right!


Employment is dead, contract is the way of the future.

Do you really want to buy into a feudalistic legacy organizational model knowing that the odds of rising up in the pyramid are approximately zero? And they're going to downsize with no loyalty if needed to bump the stock price later on. Like a decapitated chicken the company will strut around a bit randomly canceling or creating projects so you have no control over your future other than maybe running away to another feudal manor and some have non-competes to try and enforce that kind of slavery. So they're worth nothing to you as an employer unless you want to LARP that you're a feudal peasant in 1300 and you're worth nothing to them as they'll fire you or steal from you in a blink of an eye if they can make a nickel off it.

Meanwhile a competitor smart enough to hire you as a consultant will crush them in the market purely for organizational superiority reasons. Companies that hire contractors are inherently more modern and superior and more likely to succeed.

The future, being unevenly distributed, some folks still think employment is alive, but one effect of post-industrialism or service economy or infinite benefit prices is employment is good and dead. In a dying business model, the employer needs employees a lot more than employees need the employer.


> Employment is dead, contract is the way of the future.

I am pretty happy with my employment. Paid vacation, paid sick days, reasonable hours and all that good stuff.


Ok. Now imagine you are getting twice as much after taxes for the same work but without benefits. Would you still be as happy? Hell, even 50% more. And you are spreading the work across multiple clients so any one client 'firing' you is suddenly not a huge thing since your income is distributed across multiple clients. Sure, you don't get paid benefits, but you get higher income and the ability to work for multiple clients. Not every person can do that and even among those that can, not every one has the motivation to do it.


>so any one client 'firing' you is suddenly not a huge thing

With 3 months notice and strong union protection (public sector) it already isn't.

I'd much rather work for a single excellent organisation where I know I'm doing good than many who can't hold on to good staff and need contractors.


I'd love those protections personally, but I have no such luck.


It's minimum requirement for a hire contract in Norway. 3 months mutual notification, and only in a few cases can you be fired on spot without compensation (theft and such). You can contractually increase the notification time from the baseline, but not decrease.

Makes for happy and productive workers, and also benefits companies who don't have to worry about loosing their best worker without notice.


3 months notice period seems a very bad deal to me. If you want to change job you simply cannot because no one would wait for 3 months, unless you are at executive level.


If everyone is the same situation then that delay becomes just a normal aspect of the hiring process. I'd be more concerned about the types of abuses that the delay could allow in countries with a less mature employment culture: backing off at the last minute and wasting 3 months of that company's time, bullying a leaver for all of 3 months to discourage other people, etc.


>backing off at the last minute and wasting 3 months of that company's time

Means you're unlikely to get another job in the industry.

>bullying a leaver for all of 3 months to discourage other people

Would result in an easy case for constructive dismissal.


Yes, they would wait. Everybody else in the setting does.

And then there probably is a way to shorten the notice period when both sides agree (I extrapolate to Norway how in my country it works).


I was shocked to see that a month of notice is common here (Ireland). It actually was an issue when I wanted to attend a conference for my new employer (gave notice around 11 PM exactly 30 days before I had to fly).

I get that it's apparently an employee protection but it does seem kind of ludicrous. What happens if you rage quit? Win the lottery?


>What happens if you rage quit? Win the lottery?

Well, I'm a professional, so I finish my job...

I shouldn't be changing job more than once every 2 years, so 3 months is nothing. The notice period is often reduced for the first 6 months, or you can ask for that before signing your contract.

In reality a company has no real desire to keep a disgruntled employee longer than they have to, so you can burn bridges and leave earlier if force the issue. It's a pretty unprofessional thing to do though.


Well sure, I think the difference is between what's courteous and what's contractually stipulated. It's rude to give short or no notice regardless, but it's not always a contractual obligation.


you can always negotiate to get out earlier if you want to. That's the way it works in Germany and Belgium, probably in most other European countries as well.


I think I read Norway just moved into #1 happiest country in the world...


Always Be Interviewing.


> Now imagine you are getting twice as much after taxes for the same work but without benefits.

No, I wouldn't. I value stability and simplicity in my life, and I will gladly eschew higher pay for a more traditional lifestyle. I'm a conservative suburbanite with no ambition, and I'm proud of it.

On top of that, non-employer insurance is terrible. In some states, you actually cannot get a PPO unless you're on an employer's policy (I refuse to get an HMO for moral reasons), and large megacorps (we're talking Disney-sized corporations here) will package their own insurance and offer benefits that go above and beyond what you can get anywhere else.

> and the ability to work for multiple clients

That's a negative for me. I'm a strict 9-5er. I just want to show up at the office every weekday, put in my eight hours, then go home and relax. I actively do not want to run my own business or do anything that resembles negotiating with anyone. I'm not an entrepreneur or a risk-taker of any kind.


I'd argue that being an employee is less stable than you think it is in general, at least in the tech sector.

I had my own private PPO for a decade (geez!) at least, and the policy provisions were better than most employer policies I saw offered to me. Well, at least until the ACA came around and shook everything up a little.

I'm happy you're a happy 9-5er with zero business desire and that you are 100% risk averse. You are not the target of my comment.


"(I refuse to get an HMO for moral reasons)"

Can you elaborate on this?


HMOs mandate that Primary Care Physicians act as gatekeepers, and their job is to control how and when you seek the services of other doctors.

Medical gatekeeping is a violation of the fundamental human right to body autonomy.


Well that all sounds nice and dandy, but imagine you don't find new clients or they don't pay your invoices or you get seriously sick or something in your private life needs all your attention.

Employment isn't so bad in those cases.


Yes, you have to get new clients, that is always a risk. Proper structuring of payment schedules and IP transfer helps with invoice payment. Also, having long-term relationships with clients also helps there. I would hope you carry some sort of insurance in the case of life taking a sudden left-turn, but perhaps you don't. Ideally you financially plan enough to cover something like that.

I've been a contractor as several points in my life and loved it mostly. It is sometimes stressful making sure everything is on track, but the freedom of not depending on any one client and the difference in income that allowed me to work less If I wanted was great.

I currently work as an employee and also like the benefits it provides and the people I work with. But, I also know that ultimately companies now days have very little loyalty so my mind never lets me think of being an employee as some absolute guarantee of stability.


Time I need to spend managing clients is time I don't spend on self improvement or development. I'd prefer to specialize and be a better software developer than a decent software developer and mediocre client wrangler.


> I currently work as an employee and also like the benefits it provides and the people I work with.

So you broadly claim that "employment is dead" using big words like "feudal system" and how you can make so much more money contracting etc. etc. and then it turns out you are an employee after all? Seriously?


I never made any such claim nor would I agree with such a claim. Perhaps you should pay a bit more attention before getting outraged?


Check the usernames; unless Isaferite is the same person as VLM, Isaferite didn't make the comments you're quoting.


true, but isaferite was agreeing with OP, so I stick to my words.


Nope. Never said anything about agreeing with that comment. I was strictly commenting on the "I am pretty happy with my employment. Paid vacation, paid sick days, reasonable hours and all that good stuff."

So, please don't put words in my mouth.


That's my struggle with this - it feels like living in constant fear of something going awry and a bout of extreme anxiety every 6-12 months.

I'll take my impostor syndrome and constant medium-high anxiety thank you very much.


"so any one client 'firing' you is suddenly not a huge thing since your income is distributed across multiple clients"

For whom you have to spend roughly 1/3 of your time on collection because companies don't get rich writing a lot of checks. If it fits your psyche, great. Not everyone is like you.


As I said in another comment, part of that is covered by proper payment structuring and IP transfer provisions while the rest is covered by having long-term clients that you have a good relationship with.


This never happens, as there is a minimum time to create a "minimum viable work unit" and often you're paid to deliver as soon as possible, not a year later. I've never seen a contract with enough slack to make overlapping work reasonable. It is not physically possible. Might only work if you're selling templates or are a Mechanical Turk.

Generally higher income is not much higher either way, at least around here. Nobody wants to hire contractors for more than they have to pay full time employees.

You still get to pay your health insurance (typically covered by employer automatically here) and taxes.


Well, from personal, non-template, work I can say that I was frequently running work from 2-4 clients easily enough. If a client was more demanding of time then I was more demanding on cost.

If contract work is getting paid the same as FTE, then something is messed up. I literally charged double what I make right now as an FTE.

And yeah, I even called out the missing benefits, but that's something you pay for out of the income differential.

I've been a contract worker several times in my life. I'm currently a FTE and like the people I work for. Going contract is certainly not for everyone and is perhaps a panic inducing decision depending on your current situation.


> Now imagine you are getting twice as much after taxes for the same work

That would have been wonderful!


Honestly, I like unlimited unpaid days off: they give me the freedom to choose when to work, and when not to, with no hard feelings.


It's surprising how few companies will bend on this. In my experience it seemed like they were more concerned about the possibility of other employees getting notions. It's a big reason to move somewhere that mandates vacation time (though again, I'd rather just take as much time as I want unpaid).


Employment is lower risk. It's tougher to fire employees than contractors, so there's lower firing risk for employees. It also reduces your work overhead for stuff that HR can take care of for you (health insurance, life insurance, etc). As well as sick days.

And at some places, this lets you focus on larger problems that you'd never get solved working from contract to contract.


I've seen good people get fired for what seem like purely political reason (in California). They got a month of severance but come on. My father worked for a handful of companies his entire career and had true loyalty for them. The company, in turn, took care of him his whole life. This does not exist anymore in the private sector. If your org seems to have it, I'm sorry to tell you that it might change one day (and very abruptly). I've seen this happen to places that were considered unassailable.


In my experience employment is not lower risk at all, in terms of continuity of employment. Companies will fire you even in countries where your rights are strongly protected, the only difference being you get paid for the nuisance. This is not really a differentiator: let's say that incentivised employees get a month of salary for each year of service, then you can factor that in your daily rate as a contractor.

The big advantage is when you have strong rights and we're talking about long term illness. For example in Italy you can't be fired if you are truly sick for months: your employment will be retained, however you might not get paid, or not get paid fully.

Other advantages might be related to discrimination: for a young white male it might be easier to get a developer job, or for a seasoned white male might be easier to get a lead/manager role. It's the same with employment, but as a contractor, passing job interviews becomes a significant part of your job, as well as cultivating relationships.


> It's tougher to fire employees than contractors

I keep reading this here, but this doesn't square with the reality I see all around me (this may be specific to the USA). I've observed plenty of people getting fired, sometimes on short notice and for non-obvious reasons, often only known to the employer and employee. As someone who does not run a business, could someone explain to me the details about exactly what makes firing someone "difficult" for an employer?


Not all states have at will employment.


This is right. Lower risk, lower reward. You'll make some money, but won't share in most of the upside.

Up to you to decide which path you want to take. Depends what you want from life.


Apparently lots of downvotes here but most companies will screw you over as soon as it's convenient for them to do so.


Most of the arguments against contracting, so far as of this timestamp, seem to boil down to anecdotal "I've got mine so who cares about everyone else" with a side dish of if I can imagine how in a utopia idealized employment could be for everyone, and if that imaginary "could be" employment is superior to how contracting actually is in reality, then its proven with no need to implement it for any individual or entire culture that employment is better, because being better in theory trumps how it is in reality.

Is there any stronger argument in opposition than "I got mine..." or "In a utopia..." ?


In all fairness, as of the timestamp of my comment, all of the pro-contract-work arguments I've seen include things like "and it's so easy when you have good relationships with long-time clients" and other such things. Which is really the same argument as the anti-contract "I'm in a stable awesome job with great benefits, so of course this is better.".

I have yet to see anyone comparing using the WORST case of EITHER of these scenarios - and I think I would argue that comparing worst cases, contract work fails harder, since the availability of non-contract employment (at least in the tech industry) is certainly easier to find than trying to self-market for high-ish prices as a contract worker with no prior experience to show for it and no current clients, especially since there seem to be SO many pitfalls for new contract workers to fall into that could hopelessly screw them over, at least in the short term.

Edit: To clarify my point: Worst case non-contract: Shitty job, terrible company/management, average to below-average salary, and terrible (if any) benefits and healthcare.

Worst case contract: No clients to speak of, unable to get your business off the ground, still struggling with self marketing, and when you do find work (few and far between), you are underpaid because of a combination of unrealized self-worth and bullying clients who refuse to pay that amount.

In the case of "worst case", at least the non-contract worker is getting PAID.


That's a pretty well thought out argument.

I'd propose that above the very bottom of the barrel, contract work is slightly better because it is like speed dating and the odds of meeting the right client for you are higher than could be experienced in slower paced long term employment.


I think I could agree with that - once the newbie learns how to market a bit, how to be more aggressive getting clients, contracting COULD snowball (we shouldn't be making any sweeping claims!) much faster than a normal 9-5 career.


I agree--this is excellent and very tech-talent-friendly. As an example on the other side of the spectrum: I work for a very large Silicon Valley company that is well known (you've heard of them) for secrecy and obsessively guarding its IP. Here we can't[1] work on Open Source, work on potential start-up ideas, moonlight writing software for some extra cash, publish (either academically or releasing software online, app stores or web), or really do anything substantial regarding software outside of work. On personal time, weekends, on our own equipment, doesn't matter. It's a serious drawback, to the point where I've been actively looking around. I'm certain this will have an extremely positive effect on GitHub's attractiveness as an employer.

1: Technically, the policy is "ask your manager" but everyone knows what the answer is.


At least your policy is limited to software-related things. I need to ask permission to start a side gig selling shit on eBay, submit a fiction story to a writing contest, or even volunteer for mentoring/tutoring sessions (on any topic).

I didn't know the full extent before I started, but they threw more money at me than my wife and I have ever made combined, so I probably would have still taken it if I had known. Plus, I'm in NYC now.


California state law invalidates the non-compete portion of your contract, so long as you develop your solution on your own time and without company-owned resources.


You've omitted the third requirement, which is the nasty one: your outside project must not relate to the actual or reasonably anticipated R&D of the company.


Your employer, of course, is Google; I know this from my own tussles with Google's OSPO, which exists primarily to ensure that engineers don't have lives outside of Google.


[Disclaimer: I work at Google.]

I see no conclusive evidence in the parent comment that proves it's Google. I would've actually guessed Apple.

My understanding is that Google actually has a reasonable process for this, and that people have taken advantage of it to start or contribute to projects in a personal capacity.


Probably not Google, they do have a process for open source contributions though it is pretty expansive - technically you need approval for answering a Stack Overflow question with a code snippet.

They do approve side projects in rarer cases where it has nothing to do with Google's business - for example, my friend recently wrote an app for sex positions. But most things that I want to work on have a messaging / ML / AR component to them somewhere so I haven't felt comfortable building anything while I've been employed there. Hence the main reason I'm leaving Google at the end of the month, to build those things :)


I work at Google, and can confirm that the process for open source contributions (as long as you're okay with assigning copyright for the work to Google) isn't particularly onerous in most cases. You just have to verify that the project has a valid open source license, and send in a copy of your first three commits.


it sounds the most like Apple except for the open source part. There are a limited set of licenses they allow, but many employees at Apple contribute to open source software, both at work and in their free time.


I haven't worked at Google since 2013, but I knew this wasn't Google because Googlers do contribute to Open Source.


I would've guessed Apple because of the whole "secrecy and obsessively guarding its IP" thing.


I have not gone through them yet, but I get the feeling from the wording of our policies that our equivalent is similar.


My guess was Oracle; this sounds very consistent with what I've heard about them.


Apple, definitely Apple.


Why did you sign the contract in the first place?


Sad that having even minimal employee rights is some how seen as exceptional.


From someone that is able to enjoy proper work conditions in socialist Europe, the state of work condition expectations in US is always surprising.

Sometimes I get the feeling that even my own country (Portugal), with all its issues regarding work conditions, still appears to be in better shape.


Hi from socialist Netherlands, where the issues around IP and employers are EXACTLY the same as the US.


Are they enforceable?

I am no lawyer, but I don't expect that under EU work law anything done outside work can be forbidden in the work contract, in any member country.

The only issue I see from law point of view, is if whatever is being done, in terms of private projects, is related to knowledge acquired during the work activities, sometimes under NDA. Here yes, there can be issues.

Now if the projects are done in technology stacks or business domains completely different from what happens at work, then it isn't enforceable.

However I am no lawyer.


Which of the 52 states is that? Its probably closer to the CA i.e. it has to be related to the employers work not everying.


From someone who would give his left leg to work in Europe, but not 4/5 of his salary, enjoy your wins!


I couldn't care less about IP myself - but the real reason this stuff is pretty standard is that investors are somehow really bullish about IP (the "secret sauce"). Against our own beliefs, we decided for pretty strict contract terms around IP as this topic usually turns out to be one of the standard blockers in any funding and exit negotiations. In former companies, after a financing round people had to sign new terms and that can get pretty complicated.

That's the real reason things are pretty messed up all around protecting IP.

As we've survived without funding so far, we're thinking of relaxing this as well. Kudos to GitHub's investors for staying away from this nonsense.


Such offers must be refused. I know it's easier said than done when you have your back against the wall.

But turning down such people in favor of those who respect your IP is always the better investment down the line.


This is not about trade secrets its about outside work not related to your day job.


For real, this should be the norm. Good on GitHub anyway though!


The real question is how expensive they are. The US has les protections but thus pays a lot more. Soft engineers moving from SF to europe get their income cut by more than 50%. In the end, more europeans move to the Us that the other way around, showing ultimately what the body prefers.


Who cares about income? Profit matters. Societal benefits matter too. How many days of work in a month is required to break even on all the basics of life like rent, food and medical care + retirement insurance.


Everything matters, thats why looking at only 1 axis ends up biased. Seeing how people vote with their feet takes everything into account, preferences, income, services, etc.

The reality is that the US is a very generous place if you have money, so if you are a software engineer you can have a luxurous life in comparison to what one would get in EU. The situation is opposite for lower paying jobs.


Curious. How is it more luxurious? Say I have $2000 extra at the end of the month in EU and in US. Where the difference comes from?


You can get a better private education in the us with money that you can for free in europe. College is a great example of free college vs overpriced but ultimately valuable private colleges

You could have a much bigger houses as well. If you move to munich or berlin(even though the latter is one of the cheapest cities in europe) a house is really expensive in comparison to what you can get in a city like Austin, Denver, even Seattle if you commute a bit.


Your probably looking at paying > 2 times what we pay in the uk in NI just for heath cover.

Also in the UK taxation of employee shares is a lot saner plus GCT is a lot lower and you get a 16k Pa allowance for CGT


That's because "engineers" are seen as second class when compared to other professions.


> more europeans move to the Us that the other way around

Biased metric. The US makes it hard for people to leave.


How so?


@lostboys totally agree, but thankful someone is at least offering me more than serf rights


It really is sad. The worst part is, employees are treated poorly at many companies. I feel like it's even worse during and after a recession because employers know people are desperate.

I have been working on mplyees.com, a site where employees can share what needs to change publicly and anonymously. Hopefully we can bridge this divide since employee happiness is key to a successful business.


I turned down a job with IBM once they told me, after appeal, that they would own my side project if I continued to work on it. The interview process cost me 40 hours and an all-nighter take home (I really needed the job.) The salary was fantastic for Canada, but still pathetic by US standards.


One of the main reasons I left EA was because I wasn't working on games I was interested at work, and couldn't work on them in my spare time either. My job in the game industry got in the way of me making games.


Once upon a time, I was looking for a job, in straightened circumstances. I found a so-so match, and since I was in danger of missing a mortgage payment, I decided to accept their offer. Pragmatism and all that.

Well, I went in and picked up the documents, and told them I needed to read them before signing and returning them to the company. I looked at the IP clause, and it said the company owned anything and everything I created or invented while an employee, in any field of endeavor.

I called the founder to renegotiate.

"What if," I posited, "I write a blog post. The way I read this, the company owns the copyright on my blog post."

  > Yes.
"Or if I take a video of a climbing trip, the company owns that video."

  > We'd never exercise that right. But we reserve the right.
"Well, I'm not sure I want to agree that anything I create, even on my own time and property and with my own equipment, belongs to you."

  > Now that you mention it, I'm not sure I want to employ
  > someone who uses their creative energy for anything except
  > the company's business.
"Thanks for the clarification!"

My next call was to a realtor, I put my house up for sale. There was no way I wanted to be in a position where I would feel like I had no choice but to accept an offer like this.

I went through some hard times, but as it turned out, that blog that I did end up writing on-and-off over the years turned out to be valuable. Not directly in money, but in satisfaction. It lead to some work, but even more importantly, it led to communities like Hacker News and meeting programmers around the world.

If I'd agreed to that contract, there might not be a "raganwald" today.


"Now that you mention it, I'm not sure I want to employ someone who uses their creative energy for anything except the company's business."

Wow. That statement alone tells you everything you need to know about that person and what kind of manager they are. The fact that it was the founder is just...wow. Since it was the founder, if I was in your shoes I would have asked this fool if they took that same approach when they ever worked for someone else - that they never did a single thing that was creative outside of work. Yeah, we know the answer.

Also - "We'd never exercise that right. But we reserve the right." Don't believe that for a minute. My father once worked for a fortune 500 financial company (but he was an IT person) and his hobby was music. He self-produced an album. A little while later they let a bunch of people go who were all 40+. He declined their package so that he could sue them for what was clearly age discrimination. That company then tried to claim that everything he did in his free time was owned by the company and they counter-sued him for royalties related to album sales and public performances. Keep in mind his contract did not include any of the draconian language like what you turned down. The only thing it said was that he was an "on-call" employee who needed to make sure he was available on short notice for systems-related emergencies. So they used that to say that because he was "on-call" they therefore owned every single second of his existence.

You can't make this shit up.


It never fails to astound me how such a perverted interpretation of the law can go unregulated.

In the past people would coerce you into doing things by surrounding themselves with big strong men. All that's changed is the now they surround themselves with suits and it's supposedly legal.


Hey we can't regulate the job creators, we have to make America great again.


> owned every single second of his existence

Cool, so I get all those years of back pay with OT. Feel free to deduct the $10k royalties from the hundreds of thousands you owe me. Every time I thought about music, wrote music, played or practiced music, I was on the clock the entire time. Thanks!



No, but it sounds like he knows about this stuff all too well. His final scenario is essentially what happened to my father:

"We are kinda indifferent. If you piss us off, we will look for ways to make you miserable. If you leave and start a competitive company or even a half-competitive company, we will use this contract to bring you to tears. BUT, if you don’t piss us off, and serve us loyally, we’ll look the other way when your iPhone app starts making $40,000 a month."

FYI - my father's situation happened about 20 years ago in the late 90's.


I had just typed a reply to correct you that the late 90s were not, in fact, 20 years ago. Then I did the math.

I am now very sad.


I used to respect him, but that post is so wrong on so many counts regarding US IP law and "work for hire" stipulations that I couldn't get myself to finish reading even half of it.

"be careful before taking legal advice from the Internet." - Indeed, Joel. Indeed.


Your critique would be much more useful if you explained what he's wrong about. As someone who has done a small amount of contract work in my career, his summary broadly matches my personal understanding.


Fair point.

I will point a couple:

- He says that contractors "by default" own the IP of the work they do for their employers. This is actually exactly the opposite: "work for hire" means that the employer owns the IP by default: http://contently.net/2013/07/09/find-work/work-made-for-hire...

- He glosses over / minimizes the fact that most of these "invention assignment" clauses are doomed in a court of law more often than not (even ignoring the states that outright prohibit them) if they do not fall within the scope of employment (sorry, I don't have a reference here, but I have heard of many such cases being thrown out in court)

As a business owner, he comes across as having a very clear agenda which is at odds with the reality of the law and the actual outcomes of these cases in court.


That link and Joel seem to agree. By default the contractor owns the IP, unless the contract contains the legal phrase "work made for hire." Maybe you should have kept reading?


I think you misunderstand: all work done by an independent contractor is by default "work made for hire" unless explicitly stated otherwise.


Not according to the Copyright Act of 1976:

https://www.copyright.gov/title17/92chap1.html

A “work made for hire” is— (1) a work prepared by an employee within the scope of his or her employment; or (2) a work specially ordered or commissioned for use as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text, as a test, as answer material for a test, or as an atlas, if the parties expressly agree in a written instrument signed by them that the work shall be considered a work made for hire.


Well, I'll be damned: it looks like you're right.

I think I was probably misremembering my experience as a software contractor, in that I don't think I ever signed a single contract that did not include the "work for hire" stipulation.

Ironically, it seems far from clear that "work for hire" even applies to software: http://www.lexology.com/library/detail.aspx?g=59a4a8c4-c446-...


Yes, and what is a "work for hire" besides a work made under a contract saying it's a work for hire?


Am I misunderstanding or are you implying that Joel would disapprove of side projects?


If you read is blog post I think it's pretty clear he thinks its fair to own all employee's side projects.


My takeaway from the post was it isn't so much that he thinks it's fair but a legal necessity to protect the company. More of a criticism towards how current IP law is structured.


> he thinks it's [...] a legal necessity to protect the company

Exactly, which is why his post is totally self-serving propaganda.

Though he tries to present the post as "here's a totally objective explanation of how side projects interplay with employment law", ultimately his point comes down to Business owners have all these complicated issues to deal with, so just accept the fact that they're going to screw you over, while they make millions of dollars

There's no credibility given to the fact that companies have choices here and there are other options that don't screw over the employees - those options are too hard, and they might introduce legal risk to the company, or (!gasp!) scare away investors.

It's just accepted as given that business owners must do whatever it takes to protect their company's interests and employees should shut up and deal with it. Employees carry the legal and financial risk because it would be inconvenient for the company to do so.

The company is simply acting in its own self-interest and it's not actually trying to screw you (probably), that's just an irrelevant side-effect that they might take advantage of in the future when they do want to screw you. Now that know that you understand that, you're totally cool with it right? It's just business.

I don't think Joel is intentionally trying to be manipulative. I think he honestly believes all of that. As a business owner he's dealing with all those issues and he thinks he's making appropriate choices and has no particular intention to screw over his employees. The purpose of the post is so that everyone can see that he, and business owners like him, are not a bad guys - they're just acting rationally and you only thought you were getting a bad deal because you didn't understand the choices they're making.


He also mythologises his example: making a video game is a moment of inspiration. No slog, no rewrites, no iteration. Just 'inventions'. I'm guessing that his example company wasn't paying the contractor a full year's salary just to sit around and wait for four 'inventions' to just pop into her mind.

"What are you doing sitting there just cruising the web, Ms Contractor" > "Oh, I'm just waiting for this quarter's invention to pop into my head. Thanks for the payslip!"


This is a good point. IANAL, but I imagine there definitely are routes to take when drafting various legal documents (e.g. employment contracts) that would allow employees to pursue personal projects. Its likely just easier (and as you say in the company's best interest) to avoid figuring out how to word such clauses.


He doesn't advocate for or against either position. He's stating the current (awful) facts about side projects when you've signed a contract, and telling people to be careful.


The thing is, my company probably doesn't want my side projects. I'm not just a programmer; I make music, photography, art, etc. If they owned that stuff, it would just wither away in a dark corner because they wouldn't have any use for it.

Now extend that same concept to programming: I make games and digital interactive art in my spare time too. Should I really be forced to give it to my company where they will promptly throw it in the garbage? Or should I be allowed to make it and share it with the world independent of my corporate life?


I'd counter with attempting to reclassify as non salary exempt. Most IT work isn't salary exempt and thus as I am perpetually "on call" I have to be paid for every second since I started working for you.


If you're a programmer working in CA, you're more than likely already non-exempt (regardless of how your employer tries to classify you) thanks to Labor Code Section 515.5 https://californiaemploymentlaw.foxrothschild.com/2015/10/ar...


> The fact that it was the founder is just...wow.

Eh, I can see it. Any company where potential new hires directly negotiate with the founder is one where the founder is waaaaaaay too hands-on for comfort. A founder who's that involved in the day-to-day is likely to be exploitative.


> Now that you mention it, I'm not sure I want to employ someone who uses their creative energy for anything except the company's business.

I don't think I'll ever understand that attitude. If you're a founder, the business just may be the work of your life. To expect the same level of dedication and obsession from your employees is utterly obscene.

If you're lucky enough to find someone who genuinely feels that way, great. But to expect or even demand it should never be the case.


Any company that expects you to work long hours, which is majority of SV startups, is exactly like that.


Put less brusquely, though, it sounds like what most early-stage startups (fairly) expect. At that stage, working long hours is usually part of the deal, and you're probably getting big equity and a substantial chunk of their last round. It would be a little weird if you had hours of free time for personal hacking after that.


This line of thinking is I fathomable to me. You do realize that you'd probably have better chances pulling a slot machine handle for a big payout than expecting an early-employee stock package that means anything to a non unicorn.

Long hours is not the same as owning me.


Would it be weird if you liked to play guitar for 20 or 30 minutes in the evenings while employed by a startup?

Because that would go against "using any and all your creative energy towards the business of the company"


depending on what you signed, you can totally play guitar without an ounce of creative energy. It just won't be fun.


Early stage startups are definitely not for everyone. If you're not prepared for the long hours, etc..., then it probably won't be a good fit, and you're likely going to be miserable there no matter what.

There's nothing wrong with people who don't like Star Trek, but they're not going to have a very good time at the convention.


...and this is why I categorically refuse to work for an early-stage startup and why I despise startup culture. I have no desire to ever work for a company with fewer than 500 employees ever again (yes, I worked for an abusive startup in the past; I'll not be burned again).


A powerful story, and one I thank you for sharing.

Just minutes ago, I pushed "Send" on a resignation letter from a company that after 6 months of UX dev & design asked me to sign a similarly overly broad IP agreement. I'd been struggling with the decision, toes on the edge of the proverbial diving board for days. Reading your story gave me an extra boost and reminded me I'm making the right choice.

Here's to tipping that first domino...


And now you've learned the cardinal rule: Never do the work before you have a contract.


I believe you've misinterpreted my post. The issue is not whether I was paid for my work (I was a full time employee), but rather that to continue my employment, I, along with everyone else at the company, was asked to sign an overly broad Invention Assignment and IP agreement. Hope that clarifies things.


> Now that you mention it, I'm not sure I want to employ someone who uses their creative energy for anything except the company's business.

What a thuggish company, with such a feudal view of its workers! Hopefully most companies understand that they don't own their employees outright.


It's not thuggish. It's merely a bad deal. It's a bad deal for the company too, since they will have to compensate people more for their level of skill in order to make up for it. It's also ridiculous of the company to think of creativity as zero-sum like that (e.g. what if he watched TV instead? Now no one benefits), but even if it was, creativity on personal projects is of asymmetric value -- the employee no doubt cares more about that time than the employer could plausibly benefit from it -- so it's an especially inefficient thing for the company to negotiate for. All this suggest the employer was being dumb and missing out on a hire for no good reason.

Dumb but not thuggish. In fact the view that it is thuggish is feudal, since it implies that the employers are lords handing out favors and punishments to their subjects below, and thus have a duty to be fair and compassionate about it. But the employer is really an equal at the negotiating table. Some people argue that capitalism can be coercive in the relevant way (a point I have no wish to argue for or against here), but it's demonstrably not true in this instance, since Braithwaite was able to walk away from a crummy deal. No doubt the employer was worse off for it. That's how it's supposed to work.


I wouldn't ascribe malice. Most companies usually do it because the it's the safest way to avoid a legal fight. The more detailed and convoluted the contract becomes the more expensive and time-consuming it becomes to adjudicate. How do you decide whether a 'side-project' is related or unrelated to the work? It's easy to point out obvious cases. (E.g. "I'm a coder and I design a mini golf course for my buddy") but the reason why a company institutes these rules is not to take possession of your IP in these cases.


While that in and of itself is problematic, the real objection in the post you're replying to is the "I don't know that I want to hire someone who does creative things outside of work". That's well beyond being defensive in your contract structure.


I've always seen this simply handled by disclosure:

* At hire time provide a list of "my ip" and "ip from previous employer that may be controversial here"

* At personal project start time, get a document signed from management saying "this is not related to $employer, and does not count as related work"

* At exit time (particularly when there is post employment IP or non-compete) get a document agreeing that "this IP was from the employee to the company, this was not.

It sounds like a bureaucratic mess, but it's like 10 minutes of hassle here and there, and saves a bunch of issue, even in the future if say, the company gets bought out and the new owner has different views.


How expensive and time-consuming is it to get all the way through the hiring process, just to have every developer with a clue say "fuck this, I'm not signing"?

The actions described by the GP are not the culmination of deep legal rumination on the topic.


My response to that would be something along the lines of:

> "Fine, a standard salary is based on an assumption of working ~40 hours per week. You want me to work 168 hours per week. That, with factoring in opportunity cost, means my salary demand for that scenario is $6,000,000.00 / year. Sign here."


> There was no way I wanted to be in a position where I would feel like I had no choice but to accept an offer like this.

For me, that's the biggest takeaway from your story. When you're in a situation where you need money NOW, employers and creditors have all the power and can make your life hell with impunity. Most of us don't have F U money, but everyone should have a 3-6 month emergency fund and live comfortably within their means. It makes decisions like this one a lot easier. You can't put a price on having options.


It wasn't explicitly stated, but the founder did not agree to modify the IP clause? I've had the experience of checking an IP clause and insisting that the founder modify it and coming to an agreement.


The founder and I mutually agreed that there was no further value in negotiating my employment. So no, there was no modification.


Man, thank you for being courageous. Your writing has changed my life and choosing differently in that moment would have restricted my life.


Thank you for saying so. It means a lot to me to hear from people like you.

But remember... I may have pointed the way, but you walked your path :-)


I think it's very unlikely that the company would go after you for revenues from your blog and at the same time another company could go after you even if there was no IP clause in the contract because they would argue that an implied contract existed or whatever other reason they chose. The papers you signed mean something but they are in the context of other laws and legal precedence.

I don't stop thinking about work when I'm at home or it's after 5pm. If the solution for a bug comes to my mind in the middle of the night I'm not going to sell it back to the company because I own it. Like it or not, the kind of job we do is like that. I think the key is to ensure that your compensation is adequate for this expectation. Similar IP clauses are part of standard contracts for almost every company in almost any geography. In some ways they protect you as well because they help ensure your coworker doesn't steal company secrets. Companies going after employees for random side projects or blogs is almost unheard of (I've never heard of it) even though pretty much every employee signs similar contracts.

A standard contract probably also says something about it being subject to change and about needing to follow other company policies. So even if there was no explicit IP clause it could be hidden in some company policy.

EDIT: I doubt the hiring manager meant that you can't play the guitar or engage in any other creative activity in general. But OTOH I don't think it's unreasonable to expect an employee not to engage in activities that would negatively impact his job performance. E.g. not to hold two full time dev positions concurrently in two companies and similarly not to have a full time, or something approaching full time, side project. If you burn out because you're trying to work on a side project while having a "full time" dev job that's really not playing by the spirit of the employment contract.


> If I'd agreed to that contract, there might not be a "raganwald" today.

Damn, that's poignant. Well, I hope you know you've had a massive impact on a lot of people. I greatly appreciate your technical and non-technical writing, and I evangelize Javascript Allongé whenever I have the chance.


I found myself in a similar situation with a company I worked for. If I didn't know any better, we interviewed at the same place.

I worked for a company for six months before we decided to renegotiate our contract. Thinking back on it, they offered me a few days of extra PTO but like any good business, they used it as an opportunity to sneak a few of these IP clauses in. (and a few other clauses).

It literally said what you're saying: anything that the employee creates or invents, in any field (competing or not) and at any time belongs to the company.

I had a hard discussion with my employer about this clause. It was one of my first jobs so I was pretty frightened. I also had a pretty awesome blog and some open source work. One of my open source projects was a Wordpress theme boilerplate (I was at a WP shop). I worked on it for weeks, trying to get it right, trying to use it to quickly generate new themes. I worked on it in my spare time, never during work. And I worked on it on my own equipment.

I was really proud of it (and still use it today) and got a lot of great feedback on it in the community.

So imagine having that discussion and knowing there is already something that they could claim their rights to.

I asked my boss directly about my theme.

  > You used your experience from your job. We SHOULD own the rights to it and use it. What if we wanted to sell it and make a business out of selling Wordpress themes based on that boilerplate? We have a right to that theme.
I was taken aback. I asked about my technical blog:

  > We reserve the right but we would most likely not exercise unless it would really benefit the company.
I asked about my sci-fi book.

  > Yes, that does fall under the IP clause but why would we want your sci-fi book?
I asked about how that would conflict with my freelancing work (that was my stipulation on the original contract):

  > You should not be devoting any energy to anyone else. If you're working, you should be working on our projects. You're wasting mental energy on other work. If you can work extra hours freelancing, you can surely work extra hours for this job.
I asked how they can justify that kind of reach with IP and otherwise:

  > It's industry standard. Do you think Google lets their employees keep IP to the things they make? Of course not, that would bankrupt them. And Facebook? Or any other tech companies?
Lastly, I noticed a non-compete clause that stated:

  > You may not work for any possible competitor that may reach any field that we have ventured into or may venture into within a 40 mile radius of the company. This includes tech, marketing, sales, etc. for the next two years.
I asked my boss WTF because that covers my entire field of work and pretty much the entire city. I'd have to move or work somewhere completely different:

  > Well, it's a pretty big city! And anyways, it's industry standard. You'll find the same clause at Google.
I delayed signing for a couple of months, got my resignation ready and got fired a couple of days before handing it in with some severance. Never signed anything about IP and I bought my work laptop out in case they try to pull some shit.


Congratulations on choosing satisfaction and happiness!

I resulted in signing the contract - https://news.ycombinator.com/item?id=13929845 - and I was unhappy right from the start.

:(


> "I'm not sure I want to employ someone who uses their creative energy for anything except the company's business."

"Then you'll get employees who don't have very much of it."


what kind of fucking psycho answers something like that. It always amazes me the horror stories I hear on this site


s/straightened/straitened/


what you do on your own time with or without company resources is yours. too many armchair lawyers on HN trying to spread FUD and scare employers.

As long as you don't compete using their code, everything is fair game.

Such bullying lawsuits would irreversibly damage the credibility of you and your organization.


I'd like to know why my comment was downvoted, none of what I laid out is false.


I'm happy you moved on. I would certainly. Your conversation with the founder was polite. Congrats.

Many of the replies to your comment are rude and go against HN rules, not to mention UNFAIR to the founder and company. It's a free world, if the founder sets a price you believe too high, you can politely turn it down, just like any other high-priced product. You can even state you think it's a bad deal, even terrible. The founder, or anyone selling a high-priced item, does not automatically become "evil". I'm sure the founder is a polite person. Maybe he's afraid of you running away with secrets? Whether he has a reason or not, that's his prerogative.

Please don't resort to this: -"this fool" -"utterly obscene" -"What a thuggish company" -" psycho" -"bullying"

Very upsetting. A comment that mentioned "It's not thuggish" was down-voted.

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