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

Re: Why I Don't Sign Non-Competes

#121

Post by bluGill » Wed, Mar 21, 2018, 2:55 PM UTC

commandlinefan wrote: post #104

organsnyder wrote: post #8

Earlier quoted context omitted.

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.

Fortunately when that is your only offer and you don't have a job you can tell the court you signed that under duress. Which is to say courts will not look favorably on the whole thing.

Courts tend look unfavorably on any agreement that doens't allow you to earn a living doing what you know how to do. As such non-competes as bad as they are are very hard to actually enforce in court. The threat of going to court though can be scary.

Remember if you need legal advice ask a lawyer not some random idiot on a forum.

Re: Why I Don't Sign Non-Competes

#122

Post by zekevermillion » Wed, Mar 21, 2018, 2:56 PM UTC

rootusrootus wrote: post #114

zekevermillion wrote: post #102

Earlier quoted context omitted.

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, i…

That is disheartening to hear. I've been doing software for over 20 years and I have yet run across such a provision in my employment contracts. I do not hold a strong ideological position on free software but if a potential employer asked me to sign something like that I'd just walk away. I do work on my own side projects, and the most I would ever agree to is that my side projects won't be in the same area or in an…

I absolutely agree with you in principle. The language in question does not capture inventions you create on your own time with your own equipment, etc, as a matter of law. Copyright may be somewhat different but would need to view the entire contract -- a good one would include a carve-out for inventions, copyrighted works, etc., outside the scope of employment. This is typically where an employee should focus negotiating efforts -- not on the standard risk-allocating language, but on the carve-out. Personally I would never sign a noncompete, and I would never sign an invention assignment agreement except in a limited circumstance such as pledging a bit of software to a foundation to better enforce the licensing terms, that kind of thing. But then I am not ever going to be employed by a large tech company and have the luxury of my personal rules.

Re: Why I Don't Sign Non-Competes

#123

Post by jackhack » Wed, Mar 21, 2018, 2:56 PM UTC

wemdyjreichert wrote: post #10

How can I politely say "no way" while still getting the job?

By simply stating you don't sign non-compete clauses because they're 1) illegal (in some states) 2) unenforceable (mostly) and 3) immoral. Work is a voluntary arrangement between both parties, at will, and you'll stay (and hopefully the employer will keep you) so long as it's good for both sides of the desk.

Or tell the HR person you'd like to have some time for your lawyer to review it. Come back with a refusal or just strike out the lock-out terms, or change the duration to something you can accept (1 year -> 30 days), etc.

Say this pleasantly and most HR types will accept it. I've had to walk away from a few offers, but most (maybe 4/5) firms accept my concerns with some version of "I understand."

It's my experience that large corporations are more likely to be rigid and insist you sign it, which is your first warning that it's probably not a pleasant place to (literally) spend your life.

Re: Why I Don't Sign Non-Competes

#124

Post by yborg » Wed, Mar 21, 2018, 2:56 PM UTC

zekevermillion wrote: post #102

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, i…

This thing seems stupid to me. Am I required to disclose such a restriction from a previous employer? I say no, since it's common in the industry and a prospective employer would be expected to either ask for disclosure or know it may exist. So now my inventions (assigned to my new employer by a similar boilerplate clause) are in violation of the previous agreement and if a legal dispute arises, they will now sue my current employer, who knowingly employed me despite this IP assignment and is in willful violation of the "previous employer's IP."

I've never once been asked if a previous IP assignment agreement of this sort is in force when taking a new position.

Re: Why I Don't Sign Non-Competes

#125

Post by tboyd47 » Wed, Mar 21, 2018, 2:56 PM UTC

vonmoltke wrote: post #81

tboyd47 wrote: post #34

Earlier quoted context omitted.

Non-compete agreements like that aren't enforceable in every state. Check the laws of your state.

That isn't a non-compete clause. It's an IP assignment clause. For our profession that is effectively the same thing, but the legal distinction is important.

Thanks!

Re: Why I Don't Sign Non-Competes

#126

Post by ascar » Wed, Mar 21, 2018, 2:56 PM UTC

lambda_lover wrote: post #38

wemdyjreichert wrote: post #10

How can I politely say "no way" while still getting the job?

In my experience the problem is that these clauses are traditionally presented to you by a non-technical employee typically from HR, and (in my anecdotal experience) these employees usually try to dismiss your concerns with a "oh it's just a formality" or "all companies make you sign this sort of thing!"... so if you're not important enough to talk to someone higher up, you might just get your offer revoked if you tr…

At that point HR wasn't the one making the decision to hire you, simply because HR isn't qualified to evaluate an engineer after initial screening. At least companies that actively try to find good engineers for their roles, HR is in no position to withdraw an already given offer by themselves.

Re: Why I Don't Sign Non-Competes

#127

Post by bluGill » Wed, Mar 21, 2018, 2:57 PM UTC

falcolas wrote: post #84

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…

It's silly and annoying, but I saw them crop up twice while looking for work two years ago. Both times it was non-negotiable - the justification being "we'd only use it to get back any work you took with you after leaving". It seems like one of those "Oracle's doing this, so why don't we do it as well?"

Legally they probably can't get anything more than work they can show you took with you. Courts don't like the idea of telling somebody they are no longer allowed to hold a job doing what they know how to do.

Of course they probably don't need any signed document to get the above, odds are your local state laws are already strong enough to cover them.

Re: Why I Don't Sign Non-Competes

#128

Post by pfarnsworth » Wed, Mar 21, 2018, 2:57 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…

>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. Thats why the IP Protection clause.

You mean like Anthony Levandowski? I think we all know how that turned out.

I never make copies and no one should. These days companies know when you put in a thumb drive, copy things on, etc. if you do anything like stealing code, they will know for sure. Why risk it?

Re: Why I Don't Sign Non-Competes

#129

Post by dumbfounder » Wed, Mar 21, 2018, 2:58 PM UTC

>Non-competes are agreements that challenge that basic freedom.

They limit the freedom, it's a little dramatic to say they "challenge" it. A non-compete is just a contract, one that you enter (or don't enter) willingly. THIS is capitalism, that you can decide what you want to do without the government intervening. California's law is actually limiting capitalism by making rules that companies need to follow. (I am not judging either way, just trying to point out an inconsistency in the argument)

I agree, don't sign non-competes if you can avoid it, because that's what's best for you. But this person is a little out there on their reasoning.

Re: Why I Don't Sign Non-Competes

#130

Post by paulie_a » Wed, Mar 21, 2018, 2:59 PM UTC

Carioca wrote: post #18

tomohawk wrote: post #2

I've had non-compete agreements provided to me to sign in the past, usually as part of a packet of things to sign. In each case I just pocketed them without signing them. I've never had a company come back later and demand that I sign the thing. If they don't do their diligence, I don't see why I should do it for them. In other words, just because someone puts something in front of you to sign doesn't mean you have t…

I've had an HR person tell me I needed to sign an NDA on the day I quit because it was missing (they forgot to hand me mine the day everyone got theirs). It included minimum damages of one year's salary for ANY breach. I had a lawyer friend write a much nicer and more reasonable version and told them that was the most I would sign. The only reason I even signed anything was to preserve the connections I had made ther…

Connections aside, if they weren't offering substantial benefits after you left why even bother to sign anything?

They want one year in damages for breaching the contract? They can pay for 1 year of salary.