Why I Don't Sign Non-Competes • Hacker News Board

Re: Why I Don't Sign Non-Competes

#101

Post by cableshaft » Wed, Mar 21, 2018, 2:42 PM UTC

rgbrenner wrote: post #70

cableshaft wrote: post #44

Earlier quoted context omitted.

I've signed one once that had a clause where everything I made for a year after the job ended I had to approach them with it and give them a chance to offer me money for it (right of first refusal), but never anything where they automatically own it post employment. They did have a 'we own pretty much every thought you have while you work here' clause, though, because it was a game studio and the owner's reasoning wa…

I never believe excuses like that. They can just as easily write "we own any game ideas you come up with while you work here" instead of "every thought". There's no reason to ask for what you don't need and never intend to enforce. Unless you intend to selectively enforce it, in which case I'll assume you'll select me to do so one day.

I'm not sure they said every thought specifically, but it included outside of work, and it wasn't limited to games. It was media and web, I think, since they did whatever clients asked them to do, make websites, mobile apps, booths at events, videos, etc.

Considering everything I work on personally was somehow web or media related, it felt very draconian to me at the time. But I still worked there and don't regret my time there overall.

Re: Why I Don't Sign Non-Competes

#102

Post by zekevermillion » Wed, Mar 21, 2018, 2:42 PM UTC

joezydeco wrote: post #5

So recently I came across an Invention Disclosure agreement that a company wanted me to sign. The phrasing of this kind of threw me off: "I will promptly communicate to the Company each and every invention, discovery or item of intellectual property made or conceived by me, either as an individual or jointly with others, during my period of employment, and I agree that any such invention, discovery or item of intelle…

This language is very common in IP assignment agreements (often bundled together with restrictive covenants where enforceable). I don't love noncompetes, but assuming you plan to work in the tech industry with proprietary software or hard tech, you will have to get comfortable agreeing to provisions such as this. The purpose of the clause is risk allocation. If the employer has a dispute with you after termination, involving your alleged infringement of their copyrights or patents in violation of this contract, then this lowers the burden for them to show that you have breached your contract as they do not need to show factually that each element of copyright or invention was created or conceived exactly prior to termination. This obviously is unfavorable to employees, and if you can negotiate it then by all means do. But as a lawyer who has dealt with hundreds of similar agreements, I feel like a lot of the commenters may be overreacting.

Again, I don't like competitive restrictions -- I don't even like proprietary software business models! -- but if you are in that game, then this kind of risk allocating language is reasonable in that context. Refusing to sign a contract because of this clause means you are perhaps a closeted free software advocate (and good for you!) or do not really desire a long-term career in this (arguably exploitative) industry.

Re: Why I Don't Sign Non-Competes

#103

Post by ethbro » Wed, Mar 21, 2018, 2:42 PM UTC

nordsieck wrote: post #69

ethbro wrote: post #57

Earlier quoted context omitted.

Unethical? It seems ethically equal to a company using their bargaining position to advantage themselves and disadvantage their prospective employees.

> It seems ethically equal to a company using their bargaining position to advantage themselves and disadvantage their prospective employees. You must be unfamiliar with the software development market. In which way do employers have massive market power which renders prospective employees vulnerable? If anything, it seems like developers have the upper hand (perhaps with the exclusion of game developers).

Please don't make assumptions.

Whatever the current market conditions are is irrelevant. They were different 10 years ago, they'll be different in another 10 years.

I was responding to the parent's claim that social engineering around signing non-compete clauses is unethical.

I consider trying to pressure an employee to sign such a clause unethical.

Maybe you feel differently.

Re: Why I Don't Sign Non-Competes

#104

Post by commandlinefan » Wed, Mar 21, 2018, 2:42 PM UTC

organsnyder wrote: post #8

joezydeco wrote: post #5

So recently I came across an Invention Disclosure agreement that a company wanted me to sign. The phrasing of this kind of threw me off: "I will promptly communicate to the Company each and every invention, discovery or item of intellectual property made or conceived by me, either as an individual or jointly with others, during my period of employment, and I agree that any such invention, discovery or item of intelle…

Run away. No client/employer is worth that kind of baggage. It's even worse than a non-compete: instead of you simply being prohibited from competing with them, they automatically own your creations.

Although I agree with you - no client/employer is worth that kind of baggage - I was sort of surprised, after four months of unemployment when my last company shut down abruptly (no warning, no severance), just how many things seem negotiable when you're starting to worry about unemployment running out.

Re: Why I Don't Sign Non-Competes

#105

Post by jglauche » Wed, Mar 21, 2018, 2:42 PM UTC

One of the NDAs someone wanted me to sign had a phrase like "I will not share or use anything that I learned working on this project". Not limited to the client's project or anything. Whenever I work on something, I learn something. Be it a minor thing. How would I ever met that contract on my side? I can't forget what I just learned.

My policy is that I charge about 33% extra if they don't trust me not disclosing sensitive information. In fact, if the project requires such, my obligation is to use more work and resources to make sure that this will never leak, including encrypting project files separately, make sure I don't write down notes in my usual 'survival notebook', etc. But the NDA has to be sane.

Re: Why I Don't Sign Non-Competes

#106

Post by YogeeKnows » Wed, Mar 21, 2018, 2:43 PM UTC

rrdharan wrote: post #77

YogeeKnows wrote: post #68

This is just one of those things which looks evil from 'Employee' perspective but important enough from 'Employer' Perspective. You have to also look at the how these clauses found their way into these contracts. Certain professions; Legal/Software/IT Services/Accounting; make it very easy for one or group of employees, to just take a company's current clients, offer them a low price, and start a new firm thereby cau…

> Also Most software engineers when they leave the company take backup of not only the entire code they've written but also the entire code for the project they've been working on. Is that really common practice? I don't doubt some people do this but it seems very foolish to me so I'm surprised that you think most engineers do this.

I have seen people bring in Portable Hard disks and copy the code. Lets say you have developed a utility messenger bot which alerts you every time SLA of your support ticket is about to be crossed. A developer would like to keep this 'completed+working' code with them to reuse in next projects.

One of my employees left the company and he took all the Unity assets (assetstore.unity3d.com) I had purchased. I realized this when I saw those assets being used in "his" newly released game on Appstore.

Re: Why I Don't Sign Non-Competes

#107

Post by cableshaft » Wed, Mar 21, 2018, 2:44 PM UTC

davidp wrote: post #98

cableshaft wrote: post #44

Earlier quoted context omitted.

I've signed one once that had a clause where everything I made for a year after the job ended I had to approach them with it and give them a chance to offer me money for it (right of first refusal), but never anything where they automatically own it post employment. They did have a 'we own pretty much every thought you have while you work here' clause, though, because it was a game studio and the owner's reasoning wa…

> he was a cool guy and I don't think he'd enforce the clause The problem with that kind of trust is that sometimes the person who makes the decision isn't the cool guy. It can be the company's lawyers who decide to make your life hard after termination for whatever reason (reduces your negotiating leverage at least), or someone else entirely if the company is acquired (for example).

It was a small business and he was very much the one who made decisions, in this particular circumstance. There were other employees who moonlighted a bit while working there and I don't think he ever pursued them.

But as I said, despite my comment about him being pretty cool about things, it was enough to make me uncomfortable, and I didn't work on my stuff much, and definitely didn't release anything while working there.

Re: Why I Don't Sign Non-Competes

#108

Post by ghaff » Wed, Mar 21, 2018, 2:45 PM UTC

YogeeKnows wrote: post #68

This is just one of those things which looks evil from 'Employee' perspective but important enough from 'Employer' Perspective. You have to also look at the how these clauses found their way into these contracts. Certain professions; Legal/Software/IT Services/Accounting; make it very easy for one or group of employees, to just take a company's current clients, offer them a low price, and start a new firm thereby cau…

>Certain professions; Legal/Software/IT Services/Accounting

Yeah, without getting too specific, I'm aware of one particular category of IT consulting firm that has a few big players in the market. One or two of them do indeed have one-year non-compete clauses that basically say that you can't go to another firm in the same space. And anecdotally they aggressively enforce. I've known people wanting to switch firms who basically just took a year off (unpaid).

You can still go to a client (as I've also known people to do) but not a competitor.

Re: Why I Don't Sign Non-Competes

#109

Post by biztos » Wed, Mar 21, 2018, 2:45 PM UTC

stupidcar wrote: post #17

joezydeco wrote: post #5

So recently I came across an Invention Disclosure agreement that a company wanted me to sign. The phrasing of this kind of threw me off: "I will promptly communicate to the Company each and every invention, discovery or item of intellectual property made or conceived by me, either as an individual or jointly with others, during my period of employment, and I agree that any such invention, discovery or item of intelle…

Holy shit. That is way, WAY crazier than a non-compete. That is saying you can't work at all for a year after your employment terminates, because anything you produce during that time is presumed to have actually been created during your previous employment, and so belongs to your ex-employer. Even if you go and work for a non-competing company in a completely different field, and invent something totally unrelated t…

In Germany that clause would mean they'd have to pay you your full salary for as long as they prevented you from working for someone else. So it'd be a one-year vacation whenever your employment ended, but probably not much use for your career.

Re: Why I Don't Sign Non-Competes

#110

Post by ethbro » Wed, Mar 21, 2018, 2:47 PM UTC

lmkg wrote: post #100

ethbro wrote: post #57

Earlier quoted context omitted.

Unethical? It seems ethically equal to a company using their bargaining position to advantage themselves and disadvantage their prospective employees.

I agree that many companies behave unethically during negotiations with their employees. I disagree that excuses unethical behavior on the part of the employees.

So you feel it's just for employees to hold themselves to higher ethical standards than their employer? To their own financial detriment?

I'm being pointed here, but I feel that's a fair representation of what we're talking about.

Specifically for all but the most specific competitor-worded non-competes, the company knows exactly what it's doing: retaining employees through a cheaper method than compensation.