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Ask HN: Company got acquired, new contract seems oppressive

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Re: Ask HN: Company got acquired, new contract seems oppressive

#201

Post by johnward »

throwaway549328 wrote: post #183
13hours wrote: post #175

Earlier quoted context omitted.

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…

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.

Re: Ask HN: Company got acquired, new contract seems oppressive

#202

Post by DennisP »

dpeck wrote: post #190
irishloop wrote: post #167

Earlier quoted context omitted.

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?

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.

Re: Ask HN: Company got acquired, new contract seems oppressive

#203

Post by ChuckMcM »

pvg wrote: post #111
ChuckMcM wrote: post #31

Earlier quoted context omitted.

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…

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.

Re: Ask HN: Company got acquired, new contract seems oppressive

#204

Post by USNetizen »

kyllo wrote: post #195
USNetizen wrote: post #193

Earlier quoted context omitted.

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…

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.

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

Re: Ask HN: Company got acquired, new contract seems oppressive

#205

Post by nadams »

> detailing how the company owns anything I come up with.

I've always been under the impression that anything you do in your spare time is your own property - I would find it hard to believe that you can sign away that (in the US) unless it's like a super secret organization/government.

IANAL - if I was in your position I would take a pen or sharpie and scratch out the terms I didn't like, sign it, and hand it back to them. There is nothing saying you can't alter a contract before you sign - but they also have to agree to the changes obviously [1].

[1] - http://contracts.lawyers.com/contracts-basics/contract-modif...

Re: Ask HN: Company got acquired, new contract seems oppressive

#207

Post by smileysteve »

chrisbennet wrote: post #126

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.

Re: Ask HN: Company got acquired, new contract seems oppressive

#208

Post by johnward »

jacquesm wrote: post #196
johnward wrote: post #194

Earlier quoted context omitted.

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

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.

Re: Ask HN: Company got acquired, new contract seems oppressive

#210

Post by jacquesm »

johnward wrote: post #208
jacquesm wrote: post #196

Earlier quoted context omitted.

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.
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