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I went to IBM(India) interview sometime in 2011, after leaving GlusterFS (Red Hat). Interview went well, during final call with management. I was asked to stop working on Open Source during weekends or off-hours even though the IBM project and my Open Source work has nothing in common.

I said, "I thought, IBM support Open Source right?" his response, "Yes, but that's another team"

I decided to call-off the interview after that.




I am currently working for IBM and I'm tied. I had to supress my commercial project once I joined big blue. What I have in contract is - if you want to open a company, you need IBM's permission first.

And it's just frustrating as they try to block it for as long as possibe even if you're not doing IT in your private little business.


A long time ago I joined IBM via an acquistion of the company I worked for. One part of the (lengthy) contract I had to sign, was a form listing any side projects I may have that I would be required to no longer work on. I simply omitted that page when I returned the contract and no one ever noticed.


I'm curious. Anyone care to outline the legal ramifications of this action? What would happen if IBM tried to stop his side-project?

1. Would IBM be able to enforce the original contract as it was outlined when they sent it to him? Would he be liable to fraud or other similar charges (for instance if he altered the contract after IBM representative added their signature)?

2. Or would the altered contract stand up in court?


This reminds me of that extreme example of altering the contract: https://www.telegraph.co.uk/finance/personalfinance/borrowin...


I routinely alter almost every contract I receive. It drives a lot of doctor offices/emergency rooms nuts. But they have so far always calculated that their liability will be higher if they refuse service than if they allow me to cross out the part that says I won't sue them if they kill me.

It is a point of amusement to me to see that the receptionist is extremely uncomfortable agreeing to the terms I have come up with in the last five minutes. They don't think it is reasonable for me to expect them to execute the altered contract without consulting attorneys. I point out that five minutes ago they asked me to sign a contract without consulting a legal expert. Their multi-page contract had been painstakingly drafted by a team of expensive lawyers and meticulously tweaked over years. Yet they gave me mere seconds to read it, understand it, and sign it under duress of not receiving medical attention. If they balk at the contract I hand back to them, how can they expect me not to balk at the original contract?

On the other hand, if they refuse to provide medical care because I wouldn't sign away my rights to any photographs that might be submitted to medical journals, they had better be very confident in their lawyers.

Banks, rental agencies, repair shops, etc., on the other hand, can safely refuse my revised contract. Most don't glance at them when I hand them back.


There is a very good reason (pressure) these kind of contracts are unenforceable in most of the world. That would work both ways.


If they choose to have a judge nullify the contract, I'm good with that. I didn't add any verbage to the contract anyway, so that would just mean that the entire contract is void and not just the parts I crossed out. We can re-negotiate the whole thing. Oh, but this time, seeing as we're in front of a judge and all, I have a lawyer with me. And we can examine the reasonableness of every single line item on the bill without any medical time constraints.

The new contract can be something we collaborate on. Them, their lawyers, me, my lawyers, the whole happy family. We can take four or five years to do that. I'll pay them when we sort it all out.

Or... they can accept my thanks for sewing my toe back on and bill my insurance.

Either way, we are on much more equal ground after the fact.


Very interesting read. However, he changed it before the bank added their signarture. I imagine that if you change the contract after a signature is added by one party, and then add your own signarture, that would surely be fraud... right?


If you presented the post-hoc changed contract as binding, I believe so. If you presented the post-hoc changed contract back to IBM and went "Hey, do you agree to an updated contract?" then you'd probably be laughed out of their office, but that's not a crime to ask them to update a contract.


You could make an intentionally vague reply saying; "Thanks! Here is the updated contract with my signature back.". Making the other party think you just updated the contract by adding your signature.


I remember the story. The bank's CEO (the guy is a billionaire of considerable notoriety in Russia) threatened to put the story's protagonist in jail for fraud for 4 years.

The protagonist took the threat very seriously (as he should have) and in a later interview to banki.ru (i.e. banks.ru) said that he was fleeing the country to a destination he preferred to keep secret. Reason being the precise "4 years" that was used. Not 2, not 3, not 5. Meaning that the CEO had already made "arrangements".

Then 2 days later there was an article that both him and the bank have reached a peaceful resolution and were recalling all mutual lawsuits.


IANAL, nut I would say 2. You can alter a contract proposition. It was up to IBM to check what was actually signed.


At least for real estate contracts in the US, both parties have to initial each of the alterations and amendments to the contract that typically come up during negotiations. I doubt a random line crossed out in a contract would hold any legal weight in court unless acknowledged by both parties.


On the other hand, if I intentionally mislead you about the contents of a contract, it might not be binding. If you hand me a 10 page document, I pencil something in on page 7, sign it and hand it back to you without notifying you of the change, I don't thing you'd be required to honour my modifications.


Or you know, it might be fraud, as in the crime. Misleading someone about the contents of the contract they signed is exactly that. The paper (they printed) and gave to you in the understanding that you would sign and return it was altered in flight.

Essentially: if IBM wants you thrown in jail, you will be thrown in jail for this. Have fun in court.


> I had to supress my commercial project once I joined big blue.

I am pretty sure this is the standard practice at all large companies, at least in the US. Small companies may just not care too much, but even at a small company if your management notices you might have to choose between that and your day coding. I wish it was not like this, but to me this is at least somewhat justifiable.

Much worse is the desire of most employers to control everything you do, including your work on open source project off hours. Want to fix coordinate computation for an open source satellite sim? Call the lawyers first. Lead a robotics club at a high school? Check with the management. IMO many employees do it anyway and hope to not get called on this, but this is formally going against the contract.


I've only worked at one large company (EA), but they were ok with side businesses as long as it wasn't competing with their core business of gaming. IIRC you could even promote it internally. This was about 9 years ago.

For game related things you could list them as existing inventions when joining. So you can carve out exceptions. Which is common with game companies.


How do enough people agree to those terms to make them plausible in the first place? That's like going to work at a restaurant and being required to stop working at a soup kitchen on the weekends.

I would never agree to those terms and strike them out. That's ridiculous.


One way of looking at it is paying for mindshare. Sometimes companies want your brainpower only focussed on one programming problem. They might not want you at work, thinking about items in your side project.

Focus is a big deal. Doesn't make it right but it's the only business justification I've ever heard that actually seemed legit.

At the same time, there should be an expectation of compensation to give something like that up.


People are aware that they're not required to sign any contract they're not happy with, right? You are well within your rights to cross through any section of a contract or amend it until you're happy with it.

I've routinely done this with every contract I've ever signed. Nothing gets signed without legal scrutiny on my part and it never will; and I've quite literally never had a potential client or employer balk at this.

All of them have agreed that my amendments have been quite reasonable - and that includes scrubbing through any sections that prevent me from working for other clients or writing my own projects, commercial or otherwise.

Ensuring a contract is fair and equitable is part of doing business. There is nothing wrong with this. When you work for a company, you are still an autonomous person with your own agency. Any company that seeks to deny that agency don't deserve your employ.

Any reasonable and honourable company expects you to review contracts and amend them. You shouldn't feel bad about doing this. Nor should you feel coerced by the fact that they have given you a one sided contract. Make it equitable.

I don't care if you're IBM, Microsoft, Apple, Facebook or God almighty, himself. If you choose to attempt to quell my agency, our relationship is done. I will not be denied my agency and neither should anyone else.

Those companies that over-reach in a bid to control their employees are unscrupulous. This is the same kind of toxic behaviour that people seek to avoid in their relationships, yet somehow they're quite willing to live their life working in relationships like this... I don't understand the double standard.

I've heard soooooo many people say that "contracts are just standard paper and if I rock the boat I won't get the job."

Don't be bullied into signing a contract because you feel like you don't have any other option.

Contracts are not "standard paper," they are legally binding documents that seek to limit your behaviour. Don't let any employer reach outside their jurisdiction and into your personal life. Ever.


>People are aware that they're not required to sign any contract they're not happy with, right? You are well within your rights to cross through any section of a contract or amend it until you're happy with it.

How do people do this these days? Virtually everything I sign these days from my employment contract to my lease to the vast majority of the paperwork for my mortgage was all signed electronically. There's no apparent mechanism for redlining sections when e-signing.


You don't get coerced into signing for something electronically for a start. If this is the only way they allow to do this and don't allow for you to amend sections, you tell them that you will print it, have your lawyer amend it and then fax it back.

If they want your business, they will make concessions to win that business.

If they don't allow for this, then you need to be the one to decide if you still want to do business with them. I sure wouldn't. I'm not signing for anything that gives away my rights.


I generally refuse to sign edocuments, I'll print it and mail it. I might email scanned signed copies. But I have enough experience to know DocuSign sucks. I have zero faith in it.


(OT) I interviewed with IBM after they were acquiring my companies resources at the time. My first two interviews went swimmingly. On my third the interviewer had marked through my last name on my resume and when I asked about it she said she assumed I had spelled it wrong. That was the best thing that happened in the interview.


She assumed you misspelled your own last name? That's so bizarre.


Years later I had a thought that she was trying to throw me off and see how I reacted under pressure maybe - but bizarre is a great way to put it. She took everything I said out of context.


I'm an IBMer and the current rule is you can work on OS projects in your own time as long as it isn't to the detriment of IBM's projects.


Funnily enough, one of the most praised points in Red Hat's code of conduct is the fact that it specifically says that you can work on open source projects _even if it is to the detriment to Red Hat_. Guess that's going to change now.

Disclaimer: Red Hat employee (at the moment)


That's a great example. I remember a lengthy thread about this on memo-list back when I was at Red Hat. Always made me smile.

It's also how we were able to spin out our company and raise VC on something inspired by experience, if not using the same code, as what we worked on internally. Having one of the Red Hat founders as our investor helped, but I just loved this attitude of "go build something awesome and keep in touch".

I hope your transition goes well!


Hey ndru, I'm a reporter with Bloomberg and I'm keen to stay in touch with Red Hat employees to get an accurate picture of how the acquisition is going. Can keep it completely anonymous. gerritdevynck@protonmail.com if you're interested. Thanks!


(Also a Red Hatter)

So...not completely true. There was that one memo-list thread last year where someone complained loudly that they were not allowed to work on an intentionally competing solution and repo, even if it was on their own time.


He was certainly allowed to work on it on his own time. He just was no longer being paid by Red Hat to work on it, or to travel to conferences/conventions to work on it.


IBM has such a large portfolio that you are probably hard pressed finding an OSS project that doesn't compete with an IBM solution.


As IBMer you should know there are a plurality of local IBM all over the world, each with local laws and regulations to abide. In Italy all work produced off hours as subordinate is intellectual property of the employer by default unless you sign off a release form for each of them. In Ireland at least they don't want you to touch third party open source code without license vetting because it could inspire you subconsciously and result in copyright infringement.


These terms would be illegal in the Netherlands as the company cannot infringe on personal time.

> In Italy all work produced off hours as subordinate is intellectual property of the employer by default unless you sign off a release form for each of them.

I'm pretty sure that will not hold up in court if you go high enough (e.g. European) as it would impede self determination.


This is some of the craziest stuff i've ever read. I must be naive, i've worked a couple big firms but have never seen employment terms like these.


I can see Joel's points here and this is relevant to the discussion.

It's probably the article he has written I disagree with the most as there is a simple way to deal with this; be very clear about the projects, code and designs the employee works on each month and sign them over as they are delivered. That way the employee's own work will be clear should there be any legal wrangling. This could be done by a status in Jira for example.

https://www.joelonsoftware.com/2016/12/09/developers-side-pr...


What wouldn't be the 5th time I've heard such stories, but I don't think it's in any way specific to IBM. Employers like that want any OT you do to be dedicated to THEIR endeavor, not somebody else's...even your own.

If you're able and willing to code in your off-time, you should be doing it for the good of the Company. /s


It's a terrible and completely unreasonable stance for an employer. You get the hours you pay for. You don't get to own people's free time.


So when you come up with a solution to a work problem in the shower in the morning or while lying awake in bed in the evening you could sell it to the employer, since you owned that time?

What happens if you create something patentable in the eve information related to your employer's business, maybe even to your project. Can you patent it yourself and then collect royalties from your employer?

What happens if you infringe Copyright on a competitor on your GitHub project, where your GitHub profile also says where you are working, can the competitor distinguish wether it was you personally or as part of work?

For creative work it is tough to fully distinguish between work and leisure time ... some companies deal with this better though, than others.


In a right to work state, you could indeed walk in, terminate your employment, and file a patent later. You could then charge that company for that work. In civil court, it would be argued as to when you actually had the idea.

In these civil suits, the one with the most money wins, so you would still lose even if you indeed solved the problem after you left.

No need to defend those huge corporations. They're perfectly capable of bribing officials to screw over employees all by themselves.


This is a fair argument, but the solution isn't to just strip the employees right to own their own thoughts.

The specific problem seems to be about patents and trade secrets. If a contract covered those two things well, would an employer have legitimate cause to push further than that?


Well, for corporate lawyers the solution is easy :-D

A good solution is hard.


One relatively benign reason behind such policies is that the employer wants your free time to actually be free time that helps your recover, not a second job that leaves you exhausted and fighting burnout and sleep deprivation.


This happens because the "first job" doesn't pay enough (so doesn't allow for long-term free time), or has hours that are too long to begin with (so doesn't allow for short-term free time).


They can "want" whatever they like. Doesn't mean it's reasonable, nor something people should cater to. ;)


That's not benign at all - using your "free" time for rest and recovery so that you can be worked to exhaustion during the week.


More the opposite. Your contract says 8 hours, but everyone does 11 on average, so there is no way you could dispute ownership of those results.

Secondly most IT companies have 'innovation participation' programs that want to have first dibs on all your creative ideas, whether it's on the clock or off.

Thirdly, in an industry with very low start-up costs (all you need is a computer)and high competition for talent, even the potential threat of a former employer claiming IP over your new business can be a potential deterrent that nudges people into just not do it.


And yet if I went to work at a retail job, they wouldn’t care.

It’s purely to help themselves.


The response to this should be "Sure, for 3x the salary"


That doesnt stand up to reason. There was no enquiry into the amount of hours put into this that would indiciate it was second job or exhausting, they also don't do a full enquiry into any other activities outside your work that might exaust you. That would make contributing to open source a totally arbitrary thing to pick on, which of course it isn't.


Yeah sure, and if you like I can also clean the bathrooms because I know how to do it... Off-time is for your own not for your company regardless off what you do with it.


The /s stands for sarcasm


No it doesn't, it stands for "This used to be sarcasm but I ruined it by telling you"


People use it for a reason. Intended tone does not carry reliably over text.


I've always wondered whether /s predates, was a concurrent development, or is an evolutionary shortening of </sarcasm>.


The history went something like this:

    jk
    </sarcasm>
    <sarcasm>...</sarcasm>
    </sarcasm>
    /sarcasm
    /sarc
    /s
    \s



This punctuation is very ironic.


It also stands for "hitting over head with hammer"


If they want that sort of dedication they can give me equity or back off.


> If you're able and willing to code in your off-time, you should be doing it for the good of the Company.

Excuse me, what the f...?


[flagged]


Stop using such cliches to play it holier than thou when it's uncalled for, please.


Radical differentiation from competitors is the name of the game for entrepreneurs. Online communities in general and Hacker News in particular have every reason to push back and reject low-effort Redditisms and 4chanisms.


The same is for Intel...


I would have done the same.




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