Ask HN: Company got acquired, new contract seems oppressive • Hacker News Board

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

#211

Post by smileysteve » Wed, Jun 17, 2015, 3:00 PM UTC

> 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 always try to enumerate anything and everything that I can of existing projects and inventions. Enumerate every repository on Github. Enumerate a title (can be very ambiguous) of every idea or concept that you are working on. Enumerate any consulting work you've done in the past and a "consulting" item.

At the very least, the advantage of this is that it drastically increases the legal cost in researching to see that what you wrote was not enumerated or covered in any way by the enumeration.

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

#212

Post by johnward » Wed, Jun 17, 2015, 3:08 PM UTC

jacquesm wrote: post #210

johnward wrote: post #208

Earlier quoted context omitted.

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.

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

#213

Post by bblough » Wed, Jun 17, 2015, 3:09 PM UTC

Silhouette wrote: post #32

borski wrote: post #25

Earlier quoted context omitted.

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 alter…

> 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.

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

#214

Post by mhink » Wed, Jun 17, 2015, 3:09 PM UTC

rmc wrote: post #92

rhizome wrote: post #90

Earlier quoted context omitted.

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!

whoosh

Pretty sure the parent was making a dry joke. 😉

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

#215

Post by karmajunkie » Wed, Jun 17, 2015, 3:10 PM UTC

caseysoftware wrote: post #184

DennisP wrote: post #174

Earlier quoted context omitted.

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…

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.

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

#216

Post by liopleurodon » Wed, Jun 17, 2015, 3:19 PM UTC

DennisP wrote: post #158

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 e…

What state is this in?

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

#217

Post by IPlawyer » Wed, Jun 17, 2015, 3:24 PM UTC

What state are you in? I'm a lawyer that does this type of thing.

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

#218

Post by learnstats2 » Wed, Jun 17, 2015, 3:31 PM UTC

pascalmemories wrote: post #176

learnstats2 wrote: post #84

Earlier quoted context omitted.

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…

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.

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

#219

Post by musesum » Wed, Jun 17, 2015, 3:31 PM UTC

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)

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

#220

Post by stephengillie » Wed, Jun 17, 2015, 3:34 PM UTC

rmc wrote: post #171

DennisP wrote: post #158

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 e…

> 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.

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.