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Why I Don't Sign Non-Competes

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Re: Why I Don't Sign Non-Competes

#151

Post by Buttons840 »

biztos wrote: post #109
stupidcar wrote: post #17

Earlier quoted context omitted.

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.

That's a year I could spend doing SICP exercises and learning to program in brainfuck. Of course, I would happily turn these projects over to the company and do so with an air of personal superiority regarding my work. And also pick up my paycheck.

Re: Why I Don't Sign Non-Competes

#152

Post by [deleted] »

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…

[deleted]

Re: Why I Don't Sign Non-Competes

#153

Post by vondur »

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…

Sounds crazy to me. I believe in California non compete clauses are unenforceable in court.

Re: Why I Don't Sign Non-Competes

#154

Post by zekevermillion »

Spoom wrote: post #120
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…

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. I have to disagree. I've had a long career in software development and I've never seen a clause this broad. If the clause was restricted to the term of employment, that would be one thing, but insisting that…

That's not what the language says. The employer claims ownership of inventions conceived during your employment and requires you to disclose them for a period of time after your employment. For example, if there's an invention -- say you worked on LIDAR for self-driving cars -- and you were part of a team during your employment. Your employment ends, then you 6 months later file your own patent for a part of that technology. This language makes it so that the employer has a contract claim even though the patent application wasn't until after your employment ended. Conversely, it also protects the former employer from infringement claims arising from your post-employment patent that is allegedly based on their stolen secrets.

As an appeal to authority, take the Confidentiality and IP Assignment Agreement generated by Goodwin Procter's Founders Workbench. It contains a much more exhaustive (and better) definition of assigned rights, and the obligation to disclose them survives indefinitely. It also is rather more nuanced, so it might not be readily apparent that it in fact is a much stronger assignment clause than the one criticized by the OC.

Re: Why I Don't Sign Non-Competes

#155

Post by ABCLAW »

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…

I don't think this clause is crazy. It feels poorly drafted but this is just a single section of the contract. Who knows if other parts influence the interpretation of this section. With that said:

The first segment of this clause is prompt communication to the company of works created. This is so that they'll know whether or not you're seeking IP protections over work-related projects which is reasonable. Nothing here states that disclosure to the company triggers any assignment of IP to them.

The second segment follows the "and I agree". It indicates that if you disclose work to another individual within a year of having worked at the company, they will assume you made it on their time. They are trying to put some teeth on the clause in the case that you hid the invention during your time at the company.

The issue here is that none of the terms are defined; does putting together a presentation count as the creation of intellectual property which is then disclosed, triggering the presumption? That would be absurd. Can the presumption that creation was done during employment be rebutted with evidence that it clearly is not exfiltrated company material? Etc.

Would help to see the entire document. Also I'm not your lawyer.

Re: Why I Don't Sign Non-Competes

#156

Post by mrchicity »

pfarnsworth wrote: post #128
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 a…

Agree completely. This is one of the worst things you can do, even if the code isn't particularly confidential. It is such an easy case to win. Worse yet, you expose your new employer to enormous liability and can taint their entire code base if left undiscovered for a long time. If I saw tons of source code of unknown provenance committed by some new guy, I'd be scared shitless.

If you're lucky, it might only cost you millions of dollars:

https://www.houstonchronicle.com/business/article/Decadelong...

Or you could end up in jail:

https://en.wikipedia.org/wiki/Sergey_Aleynikov

https://en.wikipedia.org/wiki/United_States_v._Agrawal

Re: Why I Don't Sign Non-Competes

#157

Post by JustSomeNobody »

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 have a source for this? I would strongly disagree that this happens by "most" software engineers. This is theft and it's completely unethical. I would never do this.

Re: Why I Don't Sign Non-Competes

#158

Post by evilmushroom »

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…

Nope, not me. When I leave a company I purge all code, all documents, all access to any services etc.

Re: Why I Don't Sign Non-Competes

#159

Post by mancerayder »

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…

Which state is this in?

There's a lot of stuff in contracts that are more scary / intimidating / best-effort-squeeze-of-the-big-over-the-small that isn't enforceable in many states. I'm no lawyer, here, though.

I can't see how it's enforceable that once you cease working there, everything you do for one year is presumed to be related and subject to the same work you did for the previous employer/Client. Also, that might imply that they'd owe you money, right? I can picture a judge turning to the counsel of this company and asking that question.

Re: Why I Don't Sign Non-Competes

#160

Post by jrs235 »

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…

>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.

But it's not. Inventions != copyright or code produced. If I author a book after employment they don't own the rights to my book. If I write code after employment they don't necessarily own my code or rights to it.

Yes. This is WAY CRAZY because enforceable or not it abuses the information and resource availability asymmetry between company and employee.

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