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Ask HN: Company got acquired, new contract seems oppressive
165 points by ExhibitAClause2 on June 17, 2015 | hide | past | web | favorite | 284 comments
The company I work for (software engineer, advertising industry) was recently acquired by a larger company.

The new employment contract stipulates the usual oppressive confidential information and IP assignment things, detailing how the company owns anything I come up with. The state I'm in specifically protects my rights to things I create entirely independently (outside company time and equipment) but the contract also has a clause that says I must disclose any existing inventions or ideas to the company now and that anything not enumerated belongs to them and that by not listing I am acknowledging that the invention idea was not developed or conceived before the commencement of employment.

Assuming I were to sign and return without enumerating any specifics they would own the IP to anything I've done previous to this?

I'd love any advice anyone here has, but perhaps a better question would be-- Are there any "uber for lawyers" services online where I can pay to have someone with bonafides read through this for me?

As others pointed out, you need an hour with a labor lawyer.

Fish and Richardson, the law firm, says "Employees: Non compete agreements - don't sign them.[1]

It's often effective to take the contract, cross out and initial sections you and your lawyer consider overreaching, sign that, and turn it in. Then the company has to argue with you paragraph by paragraph, tying up their legal counsel, if they really want those terms. Also, there are special legal provisions about requiring a new employment contract from existing employees.

I went through this years ago with a very big company, refused certain clauses, and after some huffing and puffing, they gave in. This was important, because I did work for a startup on the side and got stock.

[1] http://www.fr.com/files/Uploads/Documents/Dos-and-Don%27ts-o...

I've seen the crossing-out-and-initialing thing work.

I've never heard of it causing a problem, but I've definitely heard of it not working.

There's a relatively famous (and admittedly extreme\unlikely) example of this working in Russia, where someone changed his bank contract who blindly accepted it: http://rt.com/business/man-outsmarts-banks-wins-court-221/

After reading that I would imagine he's going to jail for fraud.

If you disagree with sections you are to strike them out and initial them, additions or changes are appended to the bottom. This helps everybody know what's happening.

From reading the article it sounds like he didn't create his own agreement (for them to sign) but copied and then altered their agreement. If it contained their letter head and the terms as if they had written it not him, then it's clearly an attempt to trick the other party.


That's not what that word means.

I did it once, they said sign or don't come on board. If you are bluffing, yes, go ahead, you probably have nothing to lose. Microsoft, I know, would laugh if you pulled that.

I have actually seen both crossing-and-initialing work, and, more often than that, simply not signing: take the paperwork, say you need to read it, and "forget about it". You can often slowroll things like this for awhile.

Warning: Slowrolling and continuing to work without objection may count as implicit agreement to an employment contract in the UK.

Except in the UK you have Transfer of Undertakings and Protection of Employment (TUPE[1]) to protect you from being handed a 'new' contract on acquisition. You must not have worse terms than with your previous employer. You certainly cannot be forced to hand over IP which was not covered under the previous contract.

Employers bent on evil normally give you around 3 months then 'restructure' the company (i.e. give you a new job title) as a mechanism to say it is a new job and not covered. They still need to wait 90 days before they can enforce that and you have the option to reject it (but get your CV updated in the meantime because you're leaving).

Employment law varies enormously from state to state, country to country etc. People in the US used to At Will will have no concept of what it is like to be With Cause (and vice-versa).

However, even With Cause employers can get rid of anyone they want. In the UK it's classed as a 'right to manage your business' and the worst downside is a small compensation payment which rarely exceeds a few thousand pounds (occasionally there are large payouts for the most egregious things, especially racist or sexist bullying). In the US, payouts could be larger but for many businesses they just see that as part of the exit package and budget accordingly. Always remember, in a business, no-one cares about you and these people are not your friends.

Having been through it multiple times, my advice is always have your CV up to date and if you don't like the look or smell of the situation, it's time to leave. You will feel much better and less stressed if you feel in control of your destiny and not being played by some Evil Overlord who doesn't give a damn about you.

[1] https://en.wikipedia.org/wiki/TUPE

Except in the UK you have Transfer of Undertakings and Protection of Employment (TUPE[1]) to protect you from being handed a 'new' contract on acquisition. You must not have worse terms than with your previous employer.

That's a nice theory, but in practice we also have lawyers who specialise in dealing with M&A situations and minimising the impact of TUPE. I've been in a situation that looks like a textbook example of what TUPE was intended to cover, yet one of the first things the acquiring company's lawyers did was seek to limit its effects, apparently quite successfully.

As you pointed out, any protection you get under TUPE tends to be for only a relatively short period anyway. It might be enough to stop you getting completely screwed over on the day the acquisition goes through, but ultimately if the new employer or their management team are not the same kind of people you used to work with, you're probably still better off getting out early.

Incidentally, this is also a good argument for not signing a dubious contract even if you know and trust the current employer and management team. In the event of a change in control of the business, the incoming leadership get to keep the same terms by default; that is considered reasonable since you already worked under them before. So just because a nice employer doesn't exploit some contractual advantage today, you should never assume the new face of that employer won't do so tomorrow.

Very good points and I have no disagreement here, thanks for your perspective.

My experience is similar - if you can't reach agreement with your employer, you should already be looking at other options.

This principle applies more generally than that in the UK. Someone I know very well got screwed following a formal grievance at work because of this. Due to bad advice, a deadline in the process passed without the right things happening, and the formal process technically ended. Although the person was actively seeking other advice over the following weeks, they continued to work, and then when things came to a head, basically the first thing the company lawyers cited was the continued work without further (to the company's knowledge) objection. For practical purposes, that was game over in this case.

Bottom line: If you aren't happy with a contract, either explicitly challenge it immediately or don't start to perform your actions under it until the matter has been resolved.

Not if you're actively negotiating the terms at the time.

Also, many places state that any probationary period lasts until X months after the contract is signed, so you are extending the period during which they can change their mind about you without notice. (that works both ways of course: you can change your mind about them for the same amount of time)

That sounds insane.

I wouldn't call it insane, it's similar to the idea that if you email someone a summary of what was agreed, and they don't reply contesting it, they've accepted that version of events.

Basically one of the parties has provided a written record of their version of events, if you don't agree with it, you need to speak up.

In the end they've told you the contract they want you to work under, they have provided you with a copy and you seem to be happy to carry on working and taking their money. If you have a problem, why didn't you speak up? So it's implicit that you accept the new contract.

Perhaps it's not the law in your country, but it's definitely not insane if you're in a grey area and in this instance the law sides with the written contract, not the avoidance strategy.


You guys are all wrong. There is no blanket automatic acceptance of contracts if you ignore them in the UK.

There IS automatic acceptance of updates to previously signed contracts, ONLY if the original signed contract contains "terms permitting the employer to make changes from time to time" without your permission.

That is completely different than automatic acceptance of all contracts that are left unsigned and ignored.


Acceptance by conduct is a straightforward and accepted principle of English law.

In the same way as continued use of a website can constitute acceptance of terms of use, showing up for a job having been provided with a contract, but having not signed it, can also constitute acceptance of that contract.

If you don't like contract terms, firstly don't sign up to them but secondly don't start working at a place as if you had signed up to them.

It would be difficult to argue the contract wasn't binding if you had acted in compliance with certain of its terms. The more specific those terms you are complying with, the less likely you would be able to claim you weren't bound by the whole contract.

For example if the contract states you have to travel to a particular location once a week, and you comply with that obligation, you would be less likely to argue you weren't bound by the whole contract.

Me personal UK experience is that by not signing employment contract I was under statutory terms of employment.

It's a fact.

From your link:

> However, if you put up with the change without > protesting, there is a good chance that you will > be viewed as having implicitly accepted the change, > losing your right to object to it.

I'd be surprised if the US hasn't inherited implied contracts via common law.

No, don't quote out of context. That's ONLY if you already previously signed a contract with them, and that original contract specifically allowed them to make future updates without your permission.

With respect, you are wrong.

It's not automatic that a contract is implied, but a contract COULD be implied by action and conduct.

Specific examples where the unsigned contract has been upheld in court: http://www.jordanssolicitors.co.uk/resource/warning-unsigned... http://www.citation.co.uk/news/is-an-unsigned-contract-enfor...

> Basically one of the parties has provided a written record of their version of events

Not in this case being discussed (procrastination in signing). The company doesn't have a written record of their version of events, namely a copy of the contract with your signature.

We had people refuse to sign after being acquired by IBM. They no longer work with us.

Direct refusal to sign will probably never work, which is why I didn't suggest that.

Your loss.

I agree. I almost didn't sign but I also couldn't afford to go without a job. Two years later I'm trying to figure out exactly what I signed because I believe it was very limiting.

You can simply ask HR for a copy of your employment contract.

Just did that.

HR is unable to produce it...

That's a weird situation to be in. If they can't reproduce it now they may not be able to produce it at all effectively they've just said they lost your contract which for any self respecting HR department is an absolute failure in their duty. Imagine, if they don't have it, what could have possibly happened to it?

Of does 'unable to produce' translate to 'unwilling to produce'?

So far they told me that I should have a copy. My assumption is that they can't actually find it. Found a generic copy from around the same time period that should be similar.

I've seen it work when two-thirds of the company being acquired had largely the same objections.

Both parties need to initial the crossed-out sections for it to be fully legally binding. It's best to just ask for a new version without the sections you don't want to agree to, it's no use trying to fly under the radar, that's dishonest.

Not being legally binding is perfectly fine here, isn't it? In a situation like this, you're crossing out sections because you don't want to sign the contract unless those are gone. Both "this isn't valid at all" and "this is valid minus the stuff I crossed out" are acceptable.

And I don't see this as "fly under the radar" at all. They should look at the contract they get back from you, just as you should look at the contract from them. If they don't even notice that you crossed stuff out, that's hardly your fault.

No, I mean that your edits won't be legally binding, but the rest will. It's natural to assume that any changes to a contract would be mentioned, it's unnatural to assume that the other party must pour over the contract for late revisions made in silence.

So something you crossed out and initialized would still be considered binding because the other party didn't also initial it? I don't understand how that could be. I could see that if you added clauses those new clauses wouldn't apply, but if it's clear that one party never agreed to a clause, how could it still be in effect?

They didn't receive confirmation of the contract changes, yet they still started their employment, which could be considered to be agreeing to the original contract.

Regardless, the employer almost certainly has a very high caliber legal team, and you? do you even have a lawyer? You think that you're going to get the better end of the argument in court based on an extremely tenuous thread? That's not the smart way to bet, you're more likely to get your ass handed to you. If you want to modify your employment contract you need to be upfront about it.

The only person in this thread who I see saying anything about not being upfront about it is you.

I'm curious as to how this would play out in court, though. They say you agreed to such-and-such in the contract. Asked to produce the original contract, they pull out a copy with your signature and the relevant clause crossed out and initialed by you. Is the court really going to say, "Well you didn't initial it, so even though you clearly saw this change and accepted the signed contract and said nothing about it over the X years that Bob worked for you, we'll say that it's still in force"?

I'd also like to know why "they still started their employment" would be considered to be implicitly agreeing to the employer's version of the contract, while "they still paid their employee" would not be considered to be implicitly agreeing to the employee's version of the contract.

I can see how you'd get in trouble with the tactic of just taking the contract and then ignoring it. But you get a contract, you counter, everybody shakes hands, you're on the payroll and somehow that implies that you agreed to theirs, and not vice versa? How could that possibly be?

I don't see it as trying to fly under the radar. I see it as 'you demands are so stupid you don't deserve a verbal response'. These sorts of contracts are so lopsided that not getting a verbal response is probably the most polite response they will be getting from me.

Are you a professional?

If someone can't have a conversation about an employment contract any more politely than "no verbal response" I have to wonder how they ever get hired in the first place.


The "must disclose any existing inventions or ideas to the company now and that anything not enumerated belongs to them" is what does it. Almost none of my offers have ever included such a line. Any company trying to push that does not deserve a respectful response.

I can have a conversation about the contract. But when the contract includes that, it is like being given a serious minimum wage offer.

So then you refuse that contract. If you are saying that the whole process is unserious then you're making a huge mistake since the legal system considers signing a binding contract to be a serious endeavor regardless of how you feel about it.

You think that will fly in court? A contract is an agreement between two parties. If there are provisions in the contract known only to one party that renders it potentially invalid, because the other didn't agree to it.

Agree to what? The contract isn't signed, it is returned with the offending parts stricken.

That's pretty silly. Just quit if that's how you feel.

That's pretty silly. Just strike out the parts you don't agree with if that's how you feel.

Is there a reason why one should quit instead of negotiating the contract while also letting them know you are offended by their initial offer? (Of course, if my current employer pushed something like that on me, I would be starting to look around.)

If anything, quitting is likely worse than being let go because you likely have less of a claim with regards to unemployment (a lawyer would need to specify the actual details).

Lol, be advised this may cost you your job if you are serious and not bluffing. Get a good competing job offer before trying this. Or be willing to go unemployed (most engineers can risk this)

If you are serious, talk to your lawyer. Don't guess or negotiate randomly. In some states this boilerplate language is meaningless, in others not so much.

You could be a critical part of the acquisition, in which they bend. Or you could be a part of the product that was going to be redundant anyways and they will be glad of the excuse to let you go.

Any half decent employer that isn't willing to negotiate is just going to say that. They risk losing a hire if they say that though, so some will be willing to negotiate. If you try to bluff them, it almost certainly won't work because nobody wants a troublesome employee with a big ego, so if your going to walk because of the non-compete, you better mean it.

Even if they bend, they will get pissed off and will likely retaliate in some passive-aggressive way. And there are a million ways to screw you over, especially with equity, bonuses or promotions. If things don't work out smoothly, that's the end of it.

If the company wants to hire you, they will want to negotiate a deal that works for both parties. Crossing out and signing might be a bit harsh, but there should be no problem saying to the employer that you disagree with some sections.

its a very very context dependent situation.

Yeah...I saw people try to do this during an acquisition and get told they could sign or leave.

I was faced with this last year. I'd been at the acquired company for sixteen years, so most of my ideas on the side came about after I started employment. There were too many to practically list anyway.

I met with a business attorney for an hour. He said the terms were enforceable in my state; in fact, they'd taken it as far as they could without making it unenforceable. There were significant and potentially very expensive downsides for me.

In my state, employers can fire employees for any reason, so there was nothing stopping them from firing me for not signing.

I tried to negotiate, but they were inflexible. Fortunately the job market here is good, I had significant savings, and I had been thinking about taking a sabbatical anyway to develop some of those ideas. I refused to sign, they asked me for my resignation effective three months later, and I gave them a letter.

All this stuff varies by state, so meeting with an attorney in your state would be a really good idea. Mine cost $300.

Sounds like $300 well spent. Too often, I think, we take legal matters into our own hands when a small investment up front could save you so much later. If we accept how many others are inexpert at technology, what makes us think we're suddenly legal experts?

Yep. I read the contract very carefully myself so I could ask specific questions of the attorney. That was a big help in getting the most value for my $300. Read it like you're examining source code for bugs.

The attorney pretty much confirmed what I thought the contract meant, explained a couple provisions I didn't understand, told me what could be enforced in my state, and outlined how things could unfold if things went sour.

Something else he mentioned is that startup investors tend to be wary of these sorts of IP provisions, and often require old employers that hold these contracts to sign away any rights to relevant ideas before they'll invest.

Please don't take this as patronizing but I think you have one of the best and most intelligent approaches I've heard on here.

As the parent notes, too often we assume we're legal experts because "it's all logic" when it's not. It supported by logic but the phrasing - like source code - is vital to the full understanding.

+1, and a little bit more: the reason you pay for a lawyer is not so you can read what's in front of you, but to know the context in which you're reading. Case law is a huge part of jurisprudence, and just as you wouldn't expect someone who's dabbled in development to know the full context of even one framework, much less the plethora of tools and standards which shape the choices we make every day, its is pure hubris to think we can easily do the same in another field without extensive training and experience.

agreed, I've pretty much decided that I don't even have any business reading a contract. Legal meanings of words and my interpretation of them could be completely different.

In reality with a legal document a common persons options are to sign it without reading and accept whatever it is, or hire a lawyer to explain it to you.

I wish it wasn't that way, but it most definitely is.

In my limited experience, there was nothing about the language that had misleading definitions. What the contract said in English was what it meant. The only parts that had special legal meanings were terms that I didn't understand at all.

But reading the contract doesn't tell you, eg., what's actually enforceable in your state. The meaning of the contract might be clear but there's all sorts of context that you only get from an attorney. (Mine scoffed at one or two expansive provisions, and mentioned a few ways that poorly drafted provisions could be attacked in court if it came to that.)

By reading the contract carefully I was able to write up a list of detailed questions, and got more for my money than if I'd just said "here's a contract, tell me about it." If for some reason you won't be seeing an attorney, reading the contract and assuming the worst is way better than signing without reading.

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

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

At will is bad for tech workers.

As a fellow tech worker, I'm fine with at-will. At least in the US, shitty bosses aren't particularly constrained by not being able to fire you; they can be shitty to you in plenty of other ways. E.g.: http://blogs.riverfronttimes.com/dailyrft/2015/06/randy_henr...

I'd much rather have an honest firing than a subtle, long-term shadow war with people for whom politicking is their job.

(Note that I don't think it's as good for routinized jobs or situations with illiquid labor markets. But there I'd rather solve it with unionization than direct government regulation. US governments just don't seem to be very good at this sort of regulation, possibly because our diversity of peoples and political viewpoints means we lack a strong shared understanding of "fair" in the same way one sees in, say, France.)

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

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

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

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

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

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

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

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

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

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

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

Likewise in EU/CoE. There is a right to form and join a trade union, and that extends to not joining a trade union. However no-where in EU has "at will" employment.

Terminology has been corrected. Though, not all states are "At Will" given the severe restrictions they place on it.

The problem is who defines what is under-performing. For some employers, not performing may mean not wiling to assist to meetings at 8 pm or taking job related phone calls on weekend.

In many European countries it is possible to fire a worker who is not performing, but the employer needs to prove the reasons, and also which steps have been done in order to correct the situation before taking the decision to fire this person.

> high levels of job demand

But then there are the normal boom/bust cycles. Tech workers were largely immune to the last bust, but that isn't historically the case.

> I'd much rather own/operate a business in an At Will environment.

Laws that are good for employees are usually disliked by employers.

At will employment screws over all workers. At least white collar knowledge workers are somewhat less fungible. The ability to fire an unskilled worker is unconstrained by law or business efficiency.

The rhetoric around at will employment as being good for employees, because it makes them more flexible, is a fig leaf. It is carte blanche for exploitation.

Tech workers over here are paid about twice as much (before taxes!) as tech workers in Europe, so I'm not terribly worked up about US employment law. All those regulations aren't free, and one way or another the cost comes out of your disposable income.

Do you have a source for that? I work for a large international company with engineering teams in many countries including European and American ones, and the workers in Europe generally make a bit more than the ones over here. Small sample size, but I feel like you are comparing a small subset of workers (Developers in SF/NYC) to a large one (Developers in all of Europe).

I'm European, and have seen numerous anecdotal numbers of salaries in US companies, and it seems much higher than what I'd expect to get here.

I understand your point of view, but I would point out the other side of the coin.

People who are not able to give their whole lives up to their employer's demands, for any number of reasons, are less able to work in tech in the USA - they're not good value with even if they have reasonable human needs. This contributes to a very unequal culture in the industry.

(Even if people on this forum might generally benefit from that)

It's almost as if people with different cultures vote to create the kind of society they want to live in. :)

At-will employment puts FTE/Salary employees on an equal footing with contractors. Which really just brings employment back down to pay, benefits, and working environment & employer culture.

You just have to recognize that nobody can truly predict the future, nobody's going to protect you in every situation, and that you have to have your own "big ball of money" to sit on in case of emergencies.

What state is this in?

Find an employment attorney. Pay that person for an hour or two to read the contract for you. They will be able to offer much better advice than HN.

This is the correct answer.

I worked at a company that was acquired earlier this year and I didn't care for the new employment contract. Unfortunately, the sale was contingent on a certain percentage of the team signing the new employment contract. I had a lawyer look at the whole thing and he told me that because of the way the deal was worded I could sign and quit without affecting things.

I looked at the contracts a ton myself and basically made no sense of it. The lawyer spent a couple hours and it was a big help.

did you quit in the end?


Had a friend mention he was going to do this on a job interview and the company he was talking to almost immediately cut him a settlement check to keep him from doing it and to just make him go away.

Don't ever assume something a company is doing is on the up-and-up.

Can you elaborate? He was interviewed as in, came in off the street, so to speak, to interview, made mention of having a lawyer review contract language and was cut a check?

Or was this an interview with the acquiring company?

He went through a phone screening, then a technical interview. They made him an offer and sent him a contract. A clause in particular caught his eye:

    Employee fully and unconditionally grants, assigns and transfers to the Company any 
    and all Inventions created, developed, discovered, conceived, invented, learned, or
    suggested by Employee during the performance of Employee’s obligations under this
    Agreement and for a period of one (1) year thereafter, whether or not such 
    Inventions are made during working hours or on the property of the Company, whether
    or not such Inventions are related to the business, activities or interests of the 
    Company and whether or not such Inventions are patentable, copyrightable, or 
    protectable with a trademark, service mark or otherwise.
He asked me to look it over, a more experienced eye I guess. As soon as I opened the document, big red flag, it was 15 pages long. I've never had anything over 3 pages. The more I read it, the worse it got. They really, really needled in on the invention thing, and had all these side rules that it included anything that wasn't even patentable, and that you wouldn't argue against any claim they made unless you could prove that your work had been done before starting there by producing a patent. They required 30-days notice before leaving, which in PA is illegal to stipulate. There were restrictions for two years against soliciting anyone they had ever solicited, not just their customers. There were statements that unpaid overtime was expected, which is also illegal in PA (employees are allowed to work unpaid overtime but it cannot be a requirement for employment). And there were weird things in there like stipulating that the employee worked exclusively for the CEO. What was the point of that? It was just a complete mess.

So I suggested he should get a lawyer to review it. In the mean time, they started pressuring him to sign, he told them it was with the lawyer right now (though he hadn't yet found one, he was just stalling), and they freaked. Cut him a check of a few thousand dollars to go away and agree to a gag order.

But I didn't agree to shit! However, I still won't name them because I'm fairly certain they'd launch a full-frontal libel lawsuit against me. Just one of those kinds of places.

during the performance of Employee’s obligations under this Agreement and for a period of one (1) year thereafter

This sort of term is exactly why you get a lawyer to review the contract. If it's enforceable (big "if", in many places) then that's a guaranteed year you can't realistically either be employed by anyone else in the industry or be working on something like open source projects to keep your skills up to date. As career death sentences go, that's probably pretty close for anyone early in a career in software, web development, or any similar creative field.

That's exactly what I told my friend.

Why would they do that in a job interview? Why not just not extend an offer? That seems very strange.

You should mention what company it was, I would love to go to a few interviews and then walk away with a settlement check for no reason.

They really didn't want any outside lawyers to see that contract. A good sign that it had abusive terms.

Their biggest worry was probably that the reviewing lawyer would smell blood, track down other employees (or former employees) and offer them to litigate on contingent. Truly abusive contracts will get thrown out and all those mandatory unpaid overtime hours and what not will suddenly become owed, with interests.

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

I won't name the "Uber for Lawyers" service we recently used for a minor task, but it was just as bad as you might think it would be. I would not recommend anything like that to anyone, especially for trivial services.

When hiring another firm I did a lot of prelim research on Avvo.com - they give you a good amount of detail and user reviews without having to create an account. It's easy to find the attorneys who are listed on there without having to use Avvo's system.

I still think the best way to find an attorney in a specific field is to ask other attorneys in any other field.

Having heard horror stories of Uber drivers asking the equivalent of, "Which bridge is the Golden Gate Bridge?" I cannot imagine the clusterfuck that would result from an Uber for lawyers.

Asking for a recommendation from friends/family is best, even if their lawyer doesn't specialize in employment law. In the case where the lawyer doesn't do employment law, say you were recommended by a friend/family and ask them if they can refer you to a lawyer with the right expertise.

Failing that, contact your state bar association. For example, the CA bar association offers a list of certified lawyer referral services that will help you find a lawyer with the right expertise: http://www.calbar.ca.gov/Public/LawyerReferralServicesLRS.as...

NO NO do NOT get a non specialist lawyer

He uses 'with the right expertise' twice, merely uses the non-specialist lawyer as a way to get to one that is specialized.

But those of us who have experience in employment issues know the damage that j random lawyer you met down the golf club can do.

Which is why I think it was necessary to be very direct about the issue

I don't think the objection is to being direct. It's to dramatically expressing contradiction when you are in fact agreeing.

Next time try something like, "Yes yes yes, definitely find a specialist employment lawyer. Referrals and the state bar are a good way to do that, but make sure you end up with somebody who has spent a few years dealing directly with cases like this."

At no point does he say to get advice from that non-specialized lawyer. He even says that if the lawyer doesn't practice employment law, to simply get a referral. What more do you want? A massive billboard with "only use employment lawyers here"?

If you're a member of a professional association or union, they might be able to provide you employment-contract advice. In Denmark in the engineering field for example, most workers are members of the engineers' union 'Ingeniørforeningen', which will provide you employment-related legal advice [1].

[1] http://english.ida.dk/why-join/core-benefits/counselling

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

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

Asking for a labor Lawyer won't get you anywhere, but smutticus is right that reaching out to Unions or Labor Lawyers and asking for an employment lawyer is a smart move.

Big Unions often employ or know top notch employment lawyers (it's not a focus for unions, but they still might work together on select cases), employment lawyers that can scare the acquiring company before negotiations begin :p

Pretending it was myself I googled Employment Lawyer Minneapolis

Which pointed me to http://lawyers.findlaw.com/lawyer/firm/employment-law-employ...

FindLaw is a Thompson Reuters business, so I trust it enough, and it came up with 43 results which it seems should be enough to find something adequate.

I've had success selecting lawyers with Avvo in the past. They have a new service called AvvoAdvisor that will connect you with a lawyer immediately (I haven't tried it, but I've tried Lawdingo which was OK). I think this can help you perhaps get a bird eye view on your matter and pre-select someone for more thorough work.

If you're in California I can give you a recommendation (I have no affiliation with him aside from hiring him in the past). I don't know of a general way of finding a lawyer on short notice.

As can I

If you can't get a referral, use Chambers:


Reddit's /r/legaladvise regularly advises asking the local bar association for a good recommendation.

/r/legaladvice is the one you want (American spelling). 45,000 subscribed users versus 8.

Ask friends or acquaintances that you trust.

Indian Lawyers but can verify generic legal language and quick to respond typically with in an hour for about US$20.


That is probably worth what you pay for it. I'd be happy to let an Indian lawyer review documents under Indian law but for a situation in the US or in Europe I'd use a local lawyer specializing in the problem domain (in this case labour law).

'Generic legal language' is not your problem, specific legal language applicable to this specific case is the problem and if $20 is the differentiating factor then you might as well quit the job or sign the contract anyway.

There's some very good discussion about IP rights in this thread: https://news.ycombinator.com/item?id=2208056

yes. talk with a lawyer.

This paperwork is standard. The company wants to protect itself against a scenario in which you, after being steeped in its business, come up with some way to do it better/more efficiently/cheaper but claim the idea came to you while you were at home in the shower and thus they have no rights to it. Your out is the form that lists the 'inventions' you might have that you want excluded from this clause. You can always add to it later, too, should you come up with something that is unrelated to your employer's business that you want to work on yourself as long as you and the employer can agree it doesn't interfere with your full-time duties as an employee. Usually, all of this is a formality - just keep the paperwork up to date when needed. I don't think your new employer is trying to screw you.

This paperwork is standard.

I strongly disagree. It's not unusual for a new employer to try to pull a fast one here, but IME the actual standard among reasonable employers and employees involves wording like "in the course of your employment" or the local equivalent. In short, what you do on company time, with company resources, or in connection with your work at the company is theirs, but anything else is yours by default. This sort of arrangement protects their interests just fine without granting them unnecessary and unreasonable control over their employees' lives outside work, at which point whether the employer is trying to screw the employee on this or not is academic because they have no contractual ability to do so.

Well, I guess I strongly disagree that it's 'not unusual' for employers to try to 'pull a fast one'. This sort of agreement is standard precisely because it gives both parties a way to protect themselves and delineate what belongs to whom. Bad things happen when you don't have such an agreement. Perhaps things are different in the UK, but I'll echo what 'borksi said downthread - just about every software job in the US will come with such an 'Assignment of Inventions' bit of paper.

This sort of agreement is standard precisely because it gives both parties a way to protect themselves and delineate what belongs to whom.

But it doesn't. What it does is make the employer win by default, even for things that have nothing to do with the job. Given the dramatic power imbalance that almost certainly exists between employer and employee anyway, this is the wrong way around. In fact, it's such a bad idea that there is now statute law on the books in various jurisdictions -- including, as I understand it, some states in the USA -- explicitly to nullify such terms in employment contracts.

This is such a bad idea [...]

I'm afraid this matches neither my experience and, I'm willing to bet, the experience of just about everyone who's worked in the field in the US in the last couple of decades. Again, I know nothing about how things work in the UK. In the US, this stuff is a formality akin to all the other formalities of an employment contract, say, your tax, 401k and health insurance forms.

Heh, the stuff I've been screwed on the hardest is stuff where the boss or the HR officer has said "it's just (standard|a formality|the norm)", despite not encountering those things in other workplaces.

Edit: I guess the moral of the story is that something being dismissed as 'standard' is a red flag to confirm that on your own time. Maybe it is a standard, but if that's the only explanation they're using, it's not good enough to stand on it's own.

Here here. I was told that giving a prospective employer full medical history was "standard" despite not even having done it before. Don't believe "It's standard".

"Just a formality" or "standard" is how 100% of abusive contractual terms are described.

The fact it is common (and, sadly, it is) does not mean it is right.

I'm not entirely sure of your statistics but I'd urge you to consider that 'standard' and 'just a formality' is also how very nearly 100% of things that are actually standard and a formality are also described.

"Just a formality" = "it's meaningless"

Well, if it's meaningless you can take it out.

So suggest that.

You'll quickly find out when you suggest that, that "just a formality" usually translates as "ok, maybe it's not such a formality after all, but just sign the damn thing already please". Red flag, in other words.

Similarly, "standard" is another ridiculous term to use in contracts. There are no "standard" contractual clauses, there are only common contractual clauses, and "common" does not necessarily mean "reasonable". There are plenty of very common and highly unreasonable clauses like the one the OP complained about.

Both terms are examples of weasel words when used in the context of contracts: https://en.wikipedia.org/wiki/Weasel_word

"Just a formality" = "it's meaningless"

I never said that. So your rephrasing my words into something I did not say and then wikipediaing me about 'weasel words' seems particularly ill-placed and insulting.

He's not saying you said that. He's saying that in English, if something is "just a formality" then that is roughly equivalent to saying that it does not serve any function, and as such it should be reasonable to ask someone to take it out if they truly see it as just a formality.

Since it very often isn't actually a formality, when the other side in a contract negotiation is using phrases like "just a formality" it very often qualifies as weasel words.

Silhouette's point is that the good employers use language that qualifies the inventions to which they are entitled: on company time or equipment and relevant to the company's business, etc..

Or, instead of that, they hand you a piece of paper where you get to list your inventions. Which is much simpler, less prone to misinterpretation and perhaps a reason why everyone does it that way.

Perhaps instead of that, they should give you a list of inventions which they own and you sign that, and anything else that you come up with on your own time is yours.

It's ultimately about power. You rely upon the company for sustenance, it doesn't rely upon you. That manifests in contractual terms which are basically designed to give the company license to completely screw you.

Perhaps instead of that, they should give you a list of inventions which they own and you sign that, and anything else that you come up with on your own time is yours.

If the "list everything you've ever done" argument is reasonable, then the logical counter is actually rather stronger than that.

The true equivalent would be that the company must list all inventions and IP they have ever created in their history, including before you joined. Rights to anything they don't list automatically belong to you as the new employee, even if it was created on a work PC during working hours as a result of an employee's current job and the employee was duly paid for it. And if the employer then inadvertently grants rights to one employee and then the same rights to another one later, as they will for any invention or other IP they forgot to list, they are legally on the hook for any damages when it turns out they couldn't actually grant the rights the second (and third, and fourth...) time. Finally, employees are not required to accept any new items the company wants to add to its list of claimed inventions and IP, even if the new item is entirely created by staff on company time and using company resources.

I think it's fair to say you'd have trouble finding a company lawyer who advised their client to accept that kind of term. And yet companies attempt to impose the equivalent on their employees all the time.

Of course, and then that smart thing that you did a few years ago but don't quite remember now suddenly belongs to the company. Way to go there!

I'm really not sure how you can think this is a decent way to phrase things just because 'this is standard practice'.

Hehe, my point was that both qualifying language and an explicit list are not mutually incompatible; in fact we have both in my current assignment of inventions agreement.

Oh, I have no trouble believing that. It's certainly possible to write a more humane AoI. But the purpose of these is mostly to make sure that they don't matter, so I was hoping to reassure the OP that (with basic care) such agreements don't matter and that the 'get a lawyer' and 'this isn't how it is in the UK' pitchfork crowd is simply wrong.

If you have a nicer, professionally-vetted, less scary-sounding AoI, that's terrific. I'd encourage you to post it somewhere as a template.

I have no idea what of my personal work qualifies as an invention.

That's an easy one. List it in your AoI exemptions exhibit. 'Invention' is a term of art, rather than a term of English, in this case.

> it gives both parties a way to protect themselves and delineate what belongs to whom

Some contracts state "The company owns everything you do, even in your spare time". I can't see how this protects the employee at all.

It protects the employee from the company's own lawyers.

By the employee giving over everything! Yes, it saves you from any court case, because the employee owns nothing!


Pretty sure the parent was making a dry joke. 😉

As will the UK and if the contract is silent custom and practice applies.

Just because something is in an employment contract doesn't mean it is enforceable.

True but

1 how do you as a civillain know which ones aren't enforceable (justicable) 2 can you afford to fight an employers

Sorry - I should have mentioned I'm married to a litigation lawyer. Mind you - I still got a separate employment lawyer from her firm that she recommended to help me negotiate a separation from a previous employer and that worked out really well.

So yes - I'd strongly agree with the overall sentiment that anyone with contractual issues with an employer speak to a employment lawyer. Interestingly enough in some situations UK law requires that the employer pays for the legal advice...

I agree with this, mostly its about avoiding in interesting litigation hassle where you 'submarine' your invention into a company and then sue the company for stealing it.

That said, it is always a good idea to keep really good records of what you're doing on your time, and the things you have "baking" when you join a company. That will help you in two ways, one it makes this paperwork trivial to fill out [1] I know of one case where it started a discussion with some IP people at the hiring company who then offered a lump sum to purchase the disclosed IP.

It is pretty standard language these days. Given the hiring challenges you have the option of working with a lawyer to create an agreement that is more agreeable to you, however failing to come to terms on that agreement is a perfectly reasonable reason for someone not to hire you, even if they had previously said they would.

Last tip, if its something that keeps you up at night you're probably not going to be happy, long term, working for anyone but yourself.

[1] One tip, you don't have to have list details here just a reference identifier, so for example if you're working on "Studmuffin: The Game" just mention "all rights related to the game: Studmuffin: The Game" on your disclosure form, and later if the question comes up (like they try to say you some how worked on it on their time) you can refer back to your dated notes from before your employment and your records that you kept on time spent that wasn't company time or company equipment.

I had the pleasure of reading some comment of yours a few months back about your work on NIS+ at Sun. These are all perfectly sane ideas but surely when you were at Sun, you signed an AoI agreement _at least_ as restrictive as what the OP is talking about. Or was that not the case and/or did you involve lawyers?

Coincidentially I've been on a kick for a while now of scanning stuff and was looking recently at some of the employment agreements I've signed over the years. My non-lawyer impression is that they all "say" about the same things but get progressively more detailed about it. The most recent one I signed was as part of the Blekko acquisition by IBM. Blekko's was pretty strictly boiler plate, IBM's has clearly been litigated a few times and the terms stated more clearly. The exact contents are of course confidential (which I find sad because as far as I can tell there isn't anything particularly valuable in say Google's terms versus Sun's terms and comparing them is interesting.)

And when I went to Sun my 'disclosures of previous inventions' was empty, when acquired by IBM it was about a page and a half. Of course if they are going to be somewhat detailed, so am I. So for example I now always mention my web site (which is much neglected of late but has a few ads which make a small amount a money each month), between my Google and Blekko engagements I had a pitched a storage idea to a couple of people, no one has actually built it yet so I keep it on the list, Etc. The sorts of the things you tend to collect over the years. Nobody has ever had any issue with me putting these things on the pre-disclosure list.

Generally I've found the much more onerous terms are the requirements for using your personal device to access work resources, they have gotten quite extreme (which I understand, given the security challenges). When the agreements start to reach out to computers or what not that I own and that do not have any connection with my employer I start to get a bit twitchy :-).

Bottom line, I think Sun's AoI had the same Intention as the ones the OP is talking about but it wasn't as verbose about it, and over the years I've noticed more and more verbiage to make it really clear that when you work for company X they really own the things you develop on their time, even if you think you're contributing to an open source project as part of your job. That latter wasn't even a 'thing' when I joined Sun.

Hah, yes, there is no question the verbiage has become, well, verbier over the years, probably not for the better.

Nobody has ever had any issue with me putting these things on the pre-disclosure list.

This has remained a happy invariant. Short of the rare case of ending up in a deeply adversarial relationship with your employer, I don't think anyone gives much of a hoot about this stuff. But it's useful to write it down.


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

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

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

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

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

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

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

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

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

I'm not sure what you disagree with. And I suppose I'd have to ask you and all the other 'speak to a lawyer' people. Have you ever signed an employment contract in the US? Have you ever hired a lawyer to review it? If so, what did they tell you about the AoI?

I'm disagreeing mainly that any clause can be described as "standard" - if it is described as "standard", it usually means "unfairly in the company's interest". There is no standard employment contract, by any definition of the word standard that I understand.

I've signed employment contracts, not in the US.

I've hired lawyers to review employment contracts on several occasions.

One reason that advice here on HN is insufficient is because we don't know how or whether any clause affects or will affect the OP. A lawyer will be able to discuss the full consequences of the contract with reference to the OP's personal situation.

In my personal case, lawyers have consistently advised me that an Intellectual Property transfer clause is strongly against my interest to sign.

When I have taken this back to employers, this has led to quick and easy resolution - in both directions. In one case, that clause was stricken happily and with no problem. In another case, it quickly became obvious that the employer was acting in bad faith and I was happy to leave.

So you don't know anything about US employment contracts but you're arguing anyway. I'm sure that's helpful to the OP.

OP: this is a pretty standard clause. A common phrasing in CA would be

   Company owns right, title, and interest relating to any and all inventions 
   [...] during the term of my employment with Company to and only to the 
   fullest extent allowed by California Labor Code Section 2780.
2870: http://www.leginfo.ca.gov/cgi-bin/displaycode?section=lab&gr...

I've signed very similar assignments for 5 different companies.

It is critical, however, to read your contract. I recently told a company (founded by ex-google, backed by tier 1 vc) to DIAF because they dropped in their 16 page (!!!) employment contract a few special terms:

if I conducted any company business on my cellphone or personal laptop they had the unlimited right to audit it.

I was like, well, if I take a miscellaneous call on my cellphone, that's conducting company business. So you now have the right to read my personal email on that same phone? Or if I answer a work email from my personal laptop, the same deal? Hells no.

Given the time of day, I suggest that the majority of people that will read these comments are in Europe. I have only tried to offer my opinion and be clear about my situation in response to a direct question. I can not offer appropriate personal and local legal advice on this forum (and nor can anyone else, as I was trying to make clear).

But "...to the fullest extent allowed by law" seems pretty much like what I'm talking about - a "standard" clause that benefits the employer maximally and with unlimited scope. It appears to automatically update with any changes to that law to ensure that it continues to benefit the employer maximally and with unlimited scope.

It's implicitly threatening language that is otherwise only seen with "Shoplifters will be prosecuted..."

I would be pretty concerned about that. The fact that you have accepted that as a standard, personally or culturally, doesn't make this any less of a concern for me.

Accepting clauses like this, as standard without question, is bad for everyone in the labor market.

OP should argue with such a clause if it doesn't suit them.

I've signed employment contracts, not in the US.

You'll forgive me, but surely, in this case at least, this makes further conversation pointless. It's a question about a US employment contract and whether its clauses are onerous, unusual and how to handle them. A topic in which, as far as I can tell, by your own admission, you have neither experience nor expertise. Correct me if I've misrepresented your position in some way.

Well, I have signed a US employment contract that didn't have such a clause at all. If it did have such a clause I wouldn't have signed it.

So on what basis do you claim it is "standard"? In which states?

I have no reason to believe it isn't fairly common but that's very different. I've come across clauses like that in various places in Europe too (though I've then usually been able to point out that under local law most of their clause is null and void).

I'm not sure what to tell you. If you sign up to work at Google or latest catpicture sharing startup, as a fulltime employee, you will certainly sign an 'Assignment of Inventions' agreement. It's completely routine and will not rob you of your precious inventions.

I don't see anyone arguing that there wont be IP related clauses. What I see people taking issue with is the idea that the extremely restrictive example given by the poster is "standard".

I've given you a counter-example. I worked for a venture funded Silicon Valley startup. I didn't sign anything that gave them rights to anything created outside working hours on my own equipment. Neither did anyone else there.

I don't doubt it is common, but I've also not seen anything to indicate that it's something you'll meet often enough that I'd consider it "standard". Maybe my company was the one single exception in the entire US, but that seems unlikely to me, especially given the other comments here.

It's not a matter of whether or not the paperwork is standard, the problem is that an acquisition does not normally require existing employees to sign new contracts and 'harmonizing' the relationships the company has with its employees is something they would only do if they feel their own contracts give them a more solid position on something they care about.

So this is a non-negotiable reduction in the legal position of the employees at best.

an acquisition does not normally require existing employees to sign new contracts

I'm not sure why you think that is true.

So this is a non-negotiable reduction in the legal position of the employees at best.

This is an extraordinary statement that requires the requisite evidence. I don't think it matches US law or precedent, it simply seeks to formalize it, while giving the other party a full and fair negotiating position.

Every single case I can think of where employer and employee/buyer got into such a spat are the ones where such agreements were not in place. Can you think of a counterexample?

For unemployment purposes if a employer in the us changes anything about your employment involving compensation, you don't have to accept and they can only fire you and you can still collect. He can say my ip is potentially worth X million I want to be compensated, to continue to own it, or be fired.

Every single time a man has abducted a child he was not in jail. Can you think of a counterexample?

Plenty, would you prefer those of a man who has not abducted a child and not in jail, those where a man has abducted a child and gone to jail, or those where a man has not abducted a child and gone to jail? Because all three have very many examples available.

It probably would have worked better if I phrased it in the present tense. Every single time a man abducts a child he is not in jail.

Yep, that would work better indeed, I would not be able to think of a counterexample. :)

> an acquisition does not normally require existing employees to sign new contracts

My anecdata differs. I was with a company that was acquired and I had to sign a non-compete that did not have with my previous employer. (There may have been other things as well in the contract but I don't remember.) Said acquirer, BTW, has been one of the most vocal in preventing Massachusetts from putting non-compete restrictions in place

'had to' or what?

Yes. "Had to" or be terminated. As I recall, they made it pretty clear that this was not a negotiation. I'm skeptical that there would have been much wiggle room given that the company in question has been one of the most vocal opponents of the state where it's headquartered restricting non-competes through legislation. I signed because, in part, the non-compete didn't really affect me a lot because I wasn't senior enough at the time.

I really hate this idea that there is anything you can put your signature to which is "standard" or "a formality."

I can absolutely 100% guarantee you that if there ends up being a legal dispute here, anything and everything signed by the employee will be used against them to the extent possible. Nothing is going to be "a formality" in that case, which is the only case where it really matters.

"Standard" is just another way of saying, "we hope you don't try to negotiate anything, because that would be inconvenient."

Both are ways of trying to make an already lopsided transaction even more unfair.

My response to "standard" would be, it may be standard for you but it's not standard for me, so I'm going to check it out, and if I want changes I'll suggest them. If you're inflexible on making changes, then I guess we won't sign. My response to "formality" would be, if it's important then it matters, and if it's not important let's just take it out.

It's really funny how these things suddenly change if you challenge them. Stuff that's "just a formality" suddenly becomes super important if you try to remove it. Stuff that's "standard and cannot be changed" is suddenly completely negotiable if you tell them you'll walk if it's not changed.

Well, I hate to be the 'do you even lift, bro?" guy but do you work in the US? Has an AoI never crossed your desk? These aren't some oppressive tools of the man trying to keep you down. They're an attempt to head off the terrible problems that arise when IP issues are not explicit. And yes, they're standard. Was your response to 'standard' the same last time you signed an agreement for apartment rental or car insurance? How did that work out?

Yes I work in the US, and no I've never signed anything like that.

I've never had anybody who rented me an apartment or sold me car insurance try to tell me that their agreement was "standard." I mean, I'm sure the insurance stuff at least is literally standard, in the sense that they have a single document they give to everybody. But I've never had anyone use the word "standard" in any context except a stupid contract that they wanted to scare me away from negotiating.

I have no illusions about being able to negotiate a contract I get from Geico. But I also won't sign it unless I actually agree with the whole thing. Call it "standard," fine. But don't say it's "standard" therefore it's OK if there are parts you don't like.

And I don't care how common it is, a contract that says the company by default owns everything you've ever done except for things you've explicitly listed is oppressive. What if you just forgot about something important when you make the list? A clause that says things you make on company time are owned by the company is somewhat sensible (although my understanding is that it's unnecessary, as that's already the law). Say you have to tell them everything you've ever made, and they by default claim anything you didn't explicitly list, is nuts.

Are you saying you work in the US, as a full-time employee and you've never signed an AoI agreement? It's certainly possible but it sounds very unusual.

I don't believe I have. Certainly never anything as far-reaching as this one. I've never worked for a big company, partly for reasons like this.

Well, colour me surprised and I'll take your word for it. Take my word for it that AoI's are routine in companies big and small and that, in fact, nothing bad comes of them, statistically ever.

Well, again, if they're not going to be used for what they say, then the wording can be changed. If the wording can't be changed then I can't trust them never to use it.

I'm very uninformed on these matters, but just out of curiosity, what about the cases where you come up with some way to do it better but your employer isn't interested? Is getting them to sign a waiver saying that you can develop something on your own time on your own equipment the only way to legally create something that falls into the same category as what your employer is doing? So if they refuse to do that, you're effectively barred from writing a certain category of software unless you quit the company and wait X years?

I think it's reasonable to say that you can't compete with your employer, without drawing their legal ire, while you work for them. The flip side of it, at least in California, that it's very difficult for an employer to keep you from working on whatever you want for whoever you want (as long as you're not actually infringing on their IP or running off with their trade secrets), once you are no longer employed by them. The examples of this are legion - HP didn't sue Wozniak after he left to invent personal computers. Same for everyone who leaves Google or Facebook or Apple to pursue some idea of their own. "Former employer sues budding entrepreneur" is a story you almost never hear.

Are there any "uber for lawyers" services online

c.f. Lawdingo (YC 13), which is Uber for lawyers. No relation; never pulled the trigger on actually using it.

Incidentally, my last employment contract had a similar clause in it. After consulting with my bosses, who thought it was the usual boilerplate and didn't really expect a young engineer to have meaningful IP, we came up with a list which looked like:

1) Bingo Card Creator [the only IP I was really worried about] 2) Various contributions to the OSS projects listed in Appendix A [these days I'd literally just print a listing of all repos in Github] 3) Miscellaneous computer programs, inventions, and documents which exist on physical or electronic media as of $DATE and are impractical to list -- $COMPANY acknowledges this disclosure is adequately specific for its purposes

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

Do not, under any circumstances, go to your bosses looking for advice on this.

In many cases the C-level employees of the old company have bonuses tied up in retaining a certain fraction of the original employee team for the term of their incentive package, and they lose out on part of their payout if they don't.

Not to say your bosses are going to steer you wrong, but it's very likely that it's now a conflict of interests for them to weigh in.

That sounds like a really big opportunity to me. Those bosses are going to want to give you some leeway in order to retain you, which gives you some bargaining leverage.

I'm the founder of Lawdingo.com (YC W13). We get people lawyers in minutes, just as you're looking for. If you just want some cursory advice, we'll get you an advice consultation with an employment lawyer who routinely looks at startup employment contracts for $50. If you'd like the full contract reviewed, that will cost more, but as others are suggesting, would be well worth it. Feel free to email me at nikhil@lawdingo.com and I'll help get you connected to a great attorney.

Talk to a lawyer. On top of that: the company being acquired does not technically (normally) force you to sign a new contract, they should honour the terms of your old one. But depending on where you're employed they might easily find some grounds to throw you out if you don't sign it so a lawyer should be your first stop. And not a lawyer in any way shape or form associated with the company, make sure they are really on your side (with very large companies especially in smaller towns it can be quite hard to find a lawyer that has not been in some way employed by the company before or that is not in a partnership that has dealings with the company).

The real question is how much do you need this job? What is the state of mind of your co-workers about this subject?

Good luck!

Remember that this contract is a negotiable agreement.

You can strike clauses and file an amended agreement, they can refuse to accept such things; but you are not obligated to sign unless they are compensating you adequately for what you are giving up. Approach this as an equal; decide what _you_ are willing to put up with. Nobody on this forum can tell you what you can and cannot live with.

Do figure out your BATNA at this time.

The compensation part is actually really interesting. My particular industry is notorious for using really strongly worded non-competes. Those don't fly at all in California but they do fly in a fair number of other states. In Illinois there was a court ruling that stated that non-compete agreements are not enforceable unless a specific bonus is paid for signing the agreement. Continued employment (in that case of just under 2 years, after an acquisition) was not enough compensation.

So, if you are asked to sign one of these things either ask for some cash up front or hold in your back pocket that it's probably not enforceable (though it can certainly end in litigation which can be terrible for everyone involved).

but you are not obligated to sign unless they are compensating you adequately for what you are giving up

In the US, at least in general, this is a contract, and without the employee getting "consideration" it's not valid. And mere continued employment doesn't count, they'd have to give you something extra such as a raise or bonus.

What I meant by 'not obligated to sign' was that there are more than a few paths open. Some of those paths involve separation from this employer. The original poster needs to figure out what his options are, and what he can do if he can't negotiate an outcome he finds satisfactory.

When you say acquisition, I'm assuming you mean an asset acquisition rather than share purchase? I only say, because technically if it's the latter, the contracting entity won't have changed and depending on the State/country laws, there is no change in the employment relationship.

It's a different matter for an asset acquisition but generally, if you're performing the same role, in certain jurisdictions your existing contract terms have to be respected (this is the case in Europe at least, I would assume that in the US, the position is more flexible though).

You'd like to think your new employer is reasonable and would at least consider feedback/amendments from you in the first instance. At worst they can reject the proposed amendments and then you will have to decide to accept or look elsewhere, but at least you would have given it a go.

Contracts obviously seek to impose clarity on a relationship and so I have some sympathy with a company attempting to create a completely black and white position (if it's not carved out, it's ours). If you are concerned about this approach and want more flexibility then you could revise so any work in your private time unrelated to anything work-related is yours. This comes with its own pitfalls in some ways - it's difficult to nail down with clarity where the dividing line is, which in part explains the company's desire for a black and white approach.

In terms of ownership of previous IP, it would depend on the wording of the agreement, they might just be looking for an assignment of future IP developed whilst working for them, or they might want an assignment of past IP not expressly referenced in the agreement. The latter would be rather draconian but that's not to say the company wouldn't request it!

I'd be glad to give a read of the contract on an informal basis, if you want.

And if it is an asset acquisition then you're technically still employed by your old company and you'd need to formally apply for a job at the new one.

These kind of details are exactly why you should hire a labour lawyer. Also, your 100% that if it is a share purchase (even if only a majority stake) that the old contract is simply still valid.

Acquisitions of any kind don't magically invalidate all the contracts the company has entered in over its lifespan.

Like I say depending on the jurisdiction the existing terms may have to be respected due to operation of law.

That's the case in the EU with the Acquired Rights Directive (and national implementations) which covers transfers of businesses/undertakings. Employees will automatically transfer, provided that in certain cases employer can update terms and conditions/make redundancies where justified (so called ‘economic, technical or organisational reasons’).

Strike the clause. You are in a negotiation. They are going to structure the contract to be filled with things they'd love to have. Most people just sign. But there a clauses that are love-to-haves, but not must-haves. Maybe this is one of them. If it's one of the must-haves, they'll let you know by saying they cant accept the contract with that clause struck.

And talk to your colleagues - the more of you that strike a clause, the more political weight you'll have. Others may also not realise the issue in that clause.

I struck two clauses in my catch-all generic contract when I signed on here: no installing software on my own machine; and no installing free software. As a sysadmin hired to admin linux, these had to be struck or I couldn't do my job :)

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

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

Yeah, it does sound weird but it does happen in the UK :)

I'm unionised, working in IT. In Norway, basically everybody is in a union.


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

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

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

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

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

We did exactly this (discuss among employees and collectively object to onerous non-compete terms) when being acquired by a much larger company. We were successful in having them change the terms of the new agreements to be much more reasonable.

This is standard practice in most default employment contracts, including literally every single one I've signed as an employee. It's in our employer contract too, and we've all signed it.

I usually include, as one of the disclosed items, something along the lines of "other open source or business ideas I may come up with or have come up with on personal time and while using personal, non-company, property."

One of our employees did this too, and I took no issue with it. My guess is if you have an employer suing you for infringement based on work you did there, you have burned a bridge and have much bigger problems than just this lawsuit.

Edit: IANAL, this is not legal advice, etc.

This is standard practice in most default employment contracts

Where I come from, it is also fairly standard practice for anyone who is any good at all to seek to amend such loaded terms before signing the contract. Just because it's in the default contract that the company lawyers wrote, that doesn't mean you have to actually accept it unchallenged.

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

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

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

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

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

One thing I have noticed, though, is that it is a pretty reliable red flag

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

Yes, that's also true. It doesn't mean the company will accept the redlines or spend their counsel's time dealing with it, but completely appropriate to try and challenge it.

I've been doing this stuff professionally for some number of decades. To my knowledge, I have literally never encountered a company that stood by such a loaded term and lost their would-be new hire over it. On the few occasions I've had to raise the issue myself, the response has invariably been that the responsible manager thought it was a reasonable thing to negotiate and we quickly settled on a more balanced alternative. No doubt there are exceptions out there somewhere, because as you say the company isn't required to negotiate seriously, but for any but the most junior hires in the most employer-friendly market conditions, I find it hard to see most companies aborting an otherwise successful hiring process over something petty like this.

> I have literally never encountered a company that stood by such a loaded term and lost their would-be new hire over it

Not to discount your experience, but I actually just had this happen. I wound up walking away from an otherwise nice offer because they weren't willing to budge on their "we own everything you do, inside or outside of work" clause.

So while it may be rare, it does happen.

I'm sorry to see that. There are always a few exceptions on these kinds of issues. For what it's worth, unless you really are in a desperate position, my usual conclusion is that you're probably better off for walking away as you did in this situation. A company that not only puts that kind of term in the default agreement but then also refuses to budge over it seems a high risk of trouble later from an employee's point of view.

Fortunately, I wasn't desperate, so I had the advantage of being able to walk away. And I agree with you - I think that ultimately I dodged a bullet.

It's a shame, though - I think I would have had a lot of fun working there and believe I would have made good contributions to the team. I'm disappointed, but I consider it their loss. Oh well.

Oh, I agree. We would certainly rather negotiate / find a workaround than lose an employee. With that said, all I mean is it isn't required. I have seen companies not want to negotiate or find a workaround.

Honestly? Most employees just sign the damn thing. Including me, with the caveat that I posted in the above comment. It's easier than dealing with redlining a contract. 'patio11, below, seems to do something similar.

Honestly? Most employees just sign the damn thing.

Sure, I understand that.

This is why I favour regulation/legislation to protect employees who don't understand or won't be aware of the implications. As with consumer protection legislation, you often have a substantial imbalance in power between an employer and an employee, starting with the fact that the employer is usually the one writing the first cut of the employment contract and it often gets treated like a standard form contract in practice. I think it is therefore reasonable to limit the amount of sneaky things that are enforceable if they're included in the small print on page 74.

This is also why I recommend everyone in our industry (and most others) to have any proposed employment contract reviewed by an actual lawyer before agreeing to it.

Where do you come from?


I've done the same in the U.S. In my experience, employers would rather amend these terms than see a potential new employee turn them down.

Standard disclaimer applies: You need a lawyer qualified in your jurisdiction to check your contract. Personally I always recommend this for any employment contract. The cost of one decent lawyer for an hour vs. the potential risk that an employer sneaked something irrevocable and completely disproportionate in? It's not even close.

That said, I once had exactly the described problem: post-acquisition, new company wants to adjust a lot of contractual wording on things like IP heavily in their favour, at a software business where many of the staff are also creative outside work in one way or another. Most of my colleagues didn't realise the implications of the proposed IP clauses and in particular the potential impact on their time outside office hours until these dangers were pointed out, but many strongly disliked the new terms once awareness was raised.

Without getting into details I possibly shouldn't, let's just say that what the acquiring company's lawyers or HR people would like to happen will probably be outweighed by a significant proportion of staff from the acquired company refusing to sign the oppressive deal and threatening to walk. If you can reach critical mass, management is likely to step in and do what they have to so they can protect the new investment and CTA. In the end, the wording of the relevant sections in our new contracts was identical to the corresponding sections in our old contracts.

Incidentally, probably one of the biggest mistakes of my professional career was sticking around for too long after I already knew what kind of business the new employer was from their initial behaviour. With hindsight, I should have given them a fair chance once they'd backed down -- a few months, perhaps -- but then having confirmed that the new corporate culture was similarly unwelcome in many other respects I should have started looking long before I actually did. YMMV.

If an employer wants you to sign a new employment contract, wouldn't that imply they were re-negotiating your employment?

"I assume from this new employment contract that we're renegotiating my employment. Let's discuss my new salary..."

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

That's orthogonal my point. My point was that when an employer gives you a new employment agreement you should recognized this for what it is - a renegotiation of terms. At that point, you should feel free to negotiate right back.

At-will simply means that they can fire you if you don't sign.

Talk to a lawyer.

FWIW: While this clause may be oppressive, it is not uncommon. It has been in (almost?) every employee agreement I've signed. I always filled in the addendum to exclude ideas I had previous to the job, that I wanted to pursue on my own.

This isn't legal advice. As a practical matter let me tell you exactly what I, personally, would do in your exact situation, as an employee. I am very open and approachable, and have never gotten into legal trouble with anything. I personally would feel completely comfortable following the steps below and would not personally consult a lawyer. I am telling you precisely what I would do if I place myself in your shoes.

First, in the contract, you state that the section you mention talks about past, and about present IP. I would, on the appropriate page, prominently cross out the section on past IP (completely) and date and sign (full signature) the margin. (i.e. indicating that IP created before employment isn't covered or referred to at all).

In the same section, regarding the present and future inventions, I would write by hand in the margin "Except on my own time and outside company resources" in the margin of that section, and date and sign (full signature) it.

So there are two changes: completely cross out the entirety on past inventions; add an explicit "Except on my own time and outside company resources" regarding present and future inventions. (I would retain the language, i.e. not cross it out completely.)

I would then sign the last page of the contract (i.e. wherever your signature belongs) with a note saying "except past IP, p.6" (or whatever page it appears on) and date and sign that.

This to me makes it completely clear exactly what I agreed to, anyone glancing at the signature would be told to look at page 6, where they would see a totally reasonable crossing out of past IP assignment, and a totally reasonable statement that I own IP created on my own time. No reasonable human could possibly be anything less than satisfied with that. I would also be satisfied with it if an employee gave me that back.

It's a lot better than underhandedly trying to change the contract without calling attention to the change. It's precisely what I would do. Anyone who said, "we're really going to need your own IP" would look really silly. I don't think I've met anyone who would have the gall to say that. You've also signed and returned the contract.

I'd go even further, and actually discuss it with them before making these changes, not just hand in the signed contract with the clear changes. Tell them : "I'm uncomfortable with this. What would make me comfortable is ..." and then detail what you are describing.

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

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

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

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

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

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

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

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

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

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

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

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

In the scenario I gave, the potential new employer did know about the non-compete and chose not to hire as a result--whether or not the non-compete would actually have applied. How did we know? We asked as I was asked when I was hired at that company.

That said, in lawsuits, lots of people and organizations tend to get sucked in whether they deserve to be or not. The bottom line is that non-competes have significant chilling effects whether or not lawsuits are ultimately filed.

I'm unclear where you learned that the employee had signed such a contract, especially if in that jurisdiction they are not bound by it. Did you ask to see copies of their past employment contract? I would feel zero obligation to mention this to my future employer if it doesn't apply in my jurisdiction.

It's like, if I had signed a non-contract stating I'm now a slave, I'd just ignore that contract. (What I'm saying applies to California.) Certain things just don't have any legal significance. (Such as indentured servitude.)

Talk to a labor union.


Why the down votes?

This is a serious suggestion; I don't know the exact situation in America but in Europe all trade unions have trained advisers looking at stuff like this every day.

Going to an union is a much more effective and cheaper solution than every employee talking to an employment lawyer on their own.

I know that labor unions are much more widespread in Europe than they are in the US these days, but that's all I really know about the European situation. Still, are things THAT much different in Europe? Honest question. I just can't imagine that they'd give free legal advice to nonmembers, or that there would be a lot of expertise in this specific area of employment law. Or is that not true? Maybe I've been biased by the labor climate in the US, but that's just not how I thought things worked in (most of) Europe.

I have been in a situation where I needed help as have my sister.

You just call them, explain your situation and hear what they say.

In general they give you a quick evaluation and then say: In order for us to help you, you need to be a member - the price is xxx pr. month - if you sign up now we will work on your case straight away, we also have an insurrance that covers lawsuits and some other benefits.

You're being biased by the climate in the US. A lot of union rep would give free legal advice to nonmembers, especially for small and common things such as clauses in employment contracts.

Would a union rep have a lot of experience with intellectual property agreements and their legal consequences?

I would have guessed that most union reps consult lawyers when they finalize a contract and don't have the law background needed.

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

In Denmark there are two unions for IT workers: One for engineers and one for IT workers. Both of this have experience with intellectual property agreements and both gives some free help (like looking over contracts) with the hope that you will sign up for the "premium" membership.

I think the best way to describe danish unions are that they are a mix of us unions (that i don't know that much about) and law firms for worker.

Around here they would ask that you join (which is cheap) and they do have trained lawyers in this - it's one of the main areas where employer-employee conflicts come up (that shouldn't even be surprising).

They do give free legal advice to non-members, at least when I asked for help in Denmark.

In the USA, unions are mostly associated with "blue collar" labor -- typically employees paid by the hour. I'm not aware of any unions that represent programmers, who are typically salaried.

Sometimes they're called professional societies, or sometimes that's something a little different.

Examples: http://www.ukape.org.uk/ https://www.prospect.org.uk/

Don't American doctors and teachers have a union?

Teachers sometimes. Doctors? Never heard of a union representing doctors in the US.

Didn't down vote [edit: upvoted], but it doesn't quite work that way in the US for any of the unions that would cover developers, good info for Europe though.

Super simple: enumerate your inventions and projects and ideas.

If that's not easy to do there's a good chance they're ideas still germinating in your head. Fine, write those down too. Be general and land-grabby if you like.

I'll bet you can come up with 100 "projects" in about an hour, and that will well protect your legitimate interests/claims.

You can still spend an hour with an attorney telling you a) you don't have to sign it, but b) you might not get the job.

But if you have a sweet list, then you're covered.

Well, if they are paying you to develop things and you do that at work, then they own it. That's what they pay you for.

On the other hand, whatever you do outside of work is another story. If you work on advertising and develop a pair of sunglasses for dogs --in other words, something completely unrelated-- it is unlikely there will be an issue.

However, if you develop something that is a derivative work of what you were paid to develop at work. You took a technology you were paid to develop and developed it further on your own time. Well, you better talk to an attorney.

On these matters I always ask engineers to place themselves in the shoes of the one paying the bills and the salaries. How would you like to pay a group of engineers really good salaries to develop something for you over, say, two years, and then have those engineers take that, evolve it on their own time and launch a competing business? You paid them for two years to both learn and develop a foundation they would not have had had they not worked for you.

Forget legal issues here. What are the moral and ethical issues related to taking something you got paid to develop for someone else, making it your own and then using it to compete against your former employer?

Talk to an attorney.

Just out of curiosity, are your ideas and inventions at all related to the industry your employer is in?

I went down the road of lawyering up while I was at IBM, I was young and it was effectively a waste of money as IBM simply had no interest at all in just about any of the ideas I ever had. My manager at the time even said as much, "if you're not competing with us, we really don't care and won't steal your ideas." Worse, they knew the drill, more than one time they simply said, "these are our terms, list off your inventions, we're not going to rewrite this document.."

If your ideas are in the same realm, it seems like a larger ethical question, personally, I don't moonlight doing what I get paid to do during the day, it's just messy and I do personally believe it is not honoring the employment contract, but that's just my opinion. If they aren't related to their industry, then what's the downside of claiming the ideas? It's a two way street, they will know about the ideas but you will have told them with some degree of confidentiality being understood.

In California, Labor Code Section 2780 gives some rights - and some exceptions.

In previous agreements, I've listed prior inventions that were not assignable. Recently, I was presented with an agreement that had what I thought to be a similar exclusion section. But, no; it was worded in a way that could grant company a license to all my listed IP. Moreover, a colleague took the legal department to task because it could have been interpreted either way: either exclusion or assignment. Pretty ingenious. So, I put in that section "No IP assignable to company" By then I was going to air-gap all my work. I bought a separate laptop. Use a separate phone. Filed provisional patents the last day of my previous gig.

I don't fault the company for erring on the side of caution. The question to ask is: "does what I want to do directly compete with the company's core business?" If yes, then you have a problem. If no, then they probably won't care. In my case, the IP didn't compete. But, I decided to make a clean break, anyway.

(Not a lawyer - MMV)


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