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

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

#231

Post by nemmonszz » Wed, Jun 17, 2015, 4:26 PM UTC

pvg wrote: post #22

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…

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?

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

#232

Post by Silhouette » Wed, Jun 17, 2015, 4:33 PM UTC

crdoconnor wrote: post #60

Silhouette wrote: post #21

Earlier quoted context omitted.

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…

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.

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

#233

Post by mikeash » Wed, Jun 17, 2015, 4:38 PM UTC

InclinedPlane wrote: post #121

tptacek wrote: post #72

Earlier quoted context omitted.

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.

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.

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

#234

Post by Silhouette » Wed, Jun 17, 2015, 4:43 PM UTC

bblough wrote: post #213

Silhouette wrote: post #32

Earlier quoted context omitted.

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.

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.

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

#235

Post by cma » Wed, Jun 17, 2015, 4:46 PM UTC

USNetizen wrote: post #193

rmc wrote: post #171

Earlier quoted context omitted.

> 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.

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…

> 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.

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

#236

Post by radley » Wed, Jun 17, 2015, 4:47 PM UTC

a5seo wrote: post #149

I have simply described pre-existing IP very very broadly and vaguely, and not had a problem. HR and legal are less likely to challenge what you write than changes you make to their contract language.

I concur. I'll usually start with a few apps, then broad ideas, then negate the whole thing by saying any future ideas and/or projects.

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

#237

Post by Nelson69 » Wed, Jun 17, 2015, 4:47 PM UTC

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.

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

#238

Post by mikeash » Wed, Jun 17, 2015, 4:48 PM UTC

pvg wrote: post #22

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…

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.

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

#239

Post by Silhouette » Wed, Jun 17, 2015, 4:48 PM UTC

borski wrote: post #197

Silhouette wrote: post #32

Earlier quoted context omitted.

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…

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 simil…

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.

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

#240

Post by ghaff » Wed, Jun 17, 2015, 4:54 PM UTC

jacquesm wrote: post #192

ghaff wrote: post #165

Earlier quoted context omitted.

> 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 i…

'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.