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Ask HN: Company got acquired, new contract seems oppressive
251–260 of 291 posts
Re: Ask HN: Company got acquired, new contract seems oppressive
#252Earlier quoted context omitted.
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 anot…
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 insuran…
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.
Re: Ask HN: Company got acquired, new contract seems oppressive
#253Earlier quoted context omitted.
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.
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.
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.
Re: Ask HN: Company got acquired, new contract seems oppressive
#254Earlier quoted context omitted.
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…
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.
Re: Ask HN: Company got acquired, new contract seems oppressive
#255Well, 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.
Re: Ask HN: Company got acquired, new contract seems oppressive
#256Earlier quoted context omitted.
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 lit…
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.
Re: Ask HN: Company got acquired, new contract seems oppressive
#257Earlier quoted context omitted.
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…
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 da…
That's exactly what I told my friend.
Re: Ask HN: Company got acquired, new contract seems oppressive
#258Earlier quoted context omitted.
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 insuran…
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 contra…
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.
Re: Ask HN: Company got acquired, new contract seems oppressive
#259Earlier quoted context omitted.
"Stealing is a sin" from the head of a bank. What a psychopath.
That's not what that word means.
I think for someone who makes a living out of redistributing wealth from the general population into the coffers of the wealthy and then obsequiously derides a person for pulling a fast one on them using their own fine print tactics... The best word to describe that person is a psychopath, or a sociopath. Or both.
Re: Ask HN: Company got acquired, new contract seems oppressive
#260Earlier quoted context omitted.
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.
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.
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.