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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

#31

Post by ChuckMcM »

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 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 of one case where it started a discussion with some IP people at the hiring company who then offered a lump sum to purchase the disclosed IP.

It is pretty standard language these days. Given the hiring challenges you have the option of working with a lawyer to create an agreement that is more agreeable to you, however failing to come to terms on that agreement is a perfectly reasonable reason for someone not to hire you, even if they had previously said they would.

Last tip, if its something that keeps you up at night you're probably not going to be happy, long term, working for anyone but yourself.

[1] One tip, you don't have to have list details here just a reference identifier, so for example if you're working on "Studmuffin: The Game" just mention "all rights related to the game: Studmuffin: The Game" on your disclosure form, and later if the question comes up (like they try to say you some how worked on it on their time) you can refer back to your dated notes from before your employment and your records that you kept on time spent that wasn't company time or company equipment.

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

#32

Post by Silhouette »

borski wrote: post #25
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.

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 alternative. No doubt there are exceptions out there somewhere, because as you say the company isn't required to negotiate seriously, but for any but the most junior hires in the most employer-friendly market conditions, I find it hard to see most companies aborting an otherwise successful hiring process over something petty like this.

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

#33

Post by Silhouette »

bgia wrote: post #30
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.

Where do you come from?

UK

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

#34

Post by URSpider94 »

chvid wrote: post #15
chvid wrote: post #13

Talk to a labor union.

:-) 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.

In the USA, unions are mostly associated with "blue collar" labor -- typically employees paid by the hour. I'm not aware of any unions that represent programmers, who are typically salaried.

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

#35

Post by bgia »

mwfunk wrote: post #28
chvid wrote: post #15

Earlier 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…

You're being biased by the climate in the US. A lot of union rep would give free legal advice to nonmembers, especially for small and common things such as clauses in employment contracts.

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

#37

Post by colechristensen »

ExhibitAClause2 wrote: post #7
functional_test wrote: post #2

Find an employment attorney. Pay that person for an hour or two to read the contract for you. They will be able to offer much better advice than HN.

Whats the best way to go about finding one on short notice in a generic major city?

Pretending it was myself I googled Employment Lawyer Minneapolis

Which pointed me to http://lawyers.findlaw.com/lawyer/firm/employment-law-employ...

FindLaw is a Thompson Reuters business, so I trust it enough, and it came up with 43 results which it seems should be enough to find something adequate.

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

#38

Post by chvid »

mwfunk wrote: post #28
chvid wrote: post #15

Earlier 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…

I have been in a situation where I needed help as have my sister.

You just call them, explain your situation and hear what they say.

In general they give you a quick evaluation and then say: In order for us to help you, you need to be a member - the price is xxx pr. month - if you sign up now we will work on your case straight away, we also have an insurrance that covers lawsuits and some other benefits.

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

#39

Post by pvg »

Silhouette wrote: post #27
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…

This paperwork is standard. I strongly disagree. It's not unusual for a new employer to try to pull a fast one here, but IME the actual standard among reasonable employers and employees involves wording like "in the course of your employment" or the local equivalent. In short, what you do on company time, with company resources, or in connection with your work at the company is theirs, but anything else is yours by d…

Well, I guess I strongly disagree that it's 'not unusual' for employers to try to 'pull a fast one'. This sort of agreement is standard precisely because it gives both parties a way to protect themselves and delineate what belongs to whom. Bad things happen when you don't have such an agreement. Perhaps things are different in the UK, but I'll echo what 'borksi said downthread - just about every software job in the US will come with such an 'Assignment of Inventions' bit of paper.

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

#40

Post by bsder »

Get a lawyer to look this over.

LegalShield (https://www.legalshield.com/) is effectively a multi-level marketing scheme, but the product is actually sound. It has helped a couple of friends of mine with both contract and criminal defense issues.

LegalShield is also very useful if you happen to suffer from "driving while brown/black" as they can be called 24/7.

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