I've used UpCounsel for "on-demand" lawyers for things like this. You describe the project and what kind of help you need, then lawyers bid fixed rate quotes. In my experience turn around for quotes is less than a day.
Ask HN: Company got acquired, new contract seems oppressive
151–160 of 291 posts
Re: Ask HN: Company got acquired, new contract seems oppressive
#152Earlier quoted context omitted.
:-) 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 b…
They do give free legal advice to non-members, at least when I asked for help in Denmark.
Re: Ask HN: Company got acquired, new contract seems oppressive
#153This 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.
Re: Ask HN: Company got acquired, new contract seems oppressive
#154Remember 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…
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.
Re: Ask HN: Company got acquired, new contract seems oppressive
#155Earlier quoted context omitted.
Edit: 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 a…
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 y…
Me personal UK experience is that by not signing employment contract I was under statutory terms of employment.
It's a fact.
Re: Ask HN: Company got acquired, new contract seems oppressive
#156This is a completely standard form that I've filled out for every technology job I've ever had. It's really nothing to worry about. Everyone on this thread telling you that you have to talk to a lawyer is being silly. It's a waste of time and money.
Re: Ask HN: Company got acquired, new contract seems oppressive
#157As 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…
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…
Yeah...I saw people try to do this during an acquisition and get told they could sign or leave.
Re: Ask HN: Company got acquired, new contract seems oppressive
#158I 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.
Re: Ask HN: Company got acquired, new contract seems oppressive
#159Earlier quoted context omitted.
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
Re: Ask HN: Company got acquired, new contract seems oppressive
#160Earlier quoted context omitted.
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 positi…
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 po…
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.