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

Re: Why I Don't Sign Non-Competes

#191

Post by patmcc » Wed, Mar 21, 2018, 4:23 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…

"or item of intellectual property made or conceived by me"

By this agreement if you wrote a hit pop song 11 months after your employment they'd own it. That's utterly ridiculous.

Re: Why I Don't Sign Non-Competes

#192

Post by joezydeco » Wed, Mar 21, 2018, 4:23 PM UTC

ChuckMcM wrote: post #188

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've seen similar clauses. I understood what the company was going for (they didn't want you to quit, patent the idea you had been working on, and then hold the company for ransom [I know, unlikely]) and suggested alternate wording but in the end we just struck the clause completely.

That was the spirit of the document as I understood it. Fortunately the deal fell apart before I got to this part, but I certainly would have crossed out the clause, or at least wrote in "inventions related to the business of the employer" to satisfy their paranoia.

Re: Why I Don't Sign Non-Competes

#193

Post by ryandrake » Wed, Mar 21, 2018, 4:25 PM UTC

njarboe wrote: post #163

What this author misses is that California also has a law[1] that makes unenforceable contracts that claim ownership of anything employees do on their own time with their own equipment. Passed in 1979 (amended 1991). I think other places hoping to create "Silicon $X" need to put anti-non-compete and this law in place to even have a possibility to create a similar culture to the Valley. (a) Any provision in an employm…

> Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated rese

You can fit the entire planet through that loophole. Most employers can easily show that your side project “relates” to something they do or might one day do.

Re: Why I Don't Sign Non-Competes

#194

Post by jdbernard » Wed, Mar 21, 2018, 4:27 PM UTC

amelius wrote: post #179

biztos wrote: post #109

Earlier quoted context omitted.

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 sounds very reasonable. And to take it a step further, if they want possession of ideas you have in your spare time, then they should pay for your spare time too! :)

Well, that's the basic idea behind being salaried. Theoretically you are not being paid for 40-hours a week, you're being paid for your productive output regardless of the time.

Re: Why I Don't Sign Non-Competes

#195

Post by asfgjadfgionoin » Wed, Mar 21, 2018, 4:29 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…

It is my understanding that a contract must provide some benefit (consideration) to both parties. That NDA benefited only your (former) employer with no benefit to you, so I'm not sure it's enforceable.

I'm not a lawyer.

Re: Why I Don't Sign Non-Competes

#196

Post by jdbernard » Wed, Mar 21, 2018, 4:30 PM UTC

ryandrake wrote: post #185

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.

Pretty much every employer I’ve ever worked for has laid claim to all IP I produce, even on my own time using my own equipment at home. This is a very common clause in any tech company’s employment agreement. If you’re going to run away from these, your employment options are severely limited. The “within 1 year” thing, however is one I haven’t seen before. Ugly!

I've always pushed back against "all IP even on my own time with my own equipment." You're right that it's common in tech employment, but it's never been a deal-breaker for me.

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edited to elobrate You can almost always reach a compromise if you aren't a jerk about it and can show you understand the company's concerns. Typically I have it modified so that if I'm using their resources at all (office, computer, pen they bought me, etc.) it's theirs. Or if it's directly related to their core business it's theirs. Note that this is separate from a non-compete.

The key thing is to find some clear dividing criteria that is 1. generous to the company and 2. within my control (like choosing to use my own machine). Same idea behind the "one person cuts, the other chooses" method of dividing a cake.

I'm never going to give a company all of my output carte blanche. I want to contribute to open source. I want to make little (unrelated) fun things on my own and not worry about being sued if it ends up becoming popular. The company has a reasonable fear of people competing against them while on their payroll. Both sides can reasonably expect some protection.

Re: Why I Don't Sign Non-Competes

#197

Post by grasshopperpurp » Wed, Mar 21, 2018, 4:31 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.

Specifically, what do you find unethical about it?

Re: Why I Don't Sign Non-Competes

#198

Post by ajnin » Wed, Mar 21, 2018, 4:32 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…

Your comment reads a little strange, if this kind of agreement is unfavorable for employees, makes it easier for a former employer to prove breach of contract, and contributes to an exploitative industry, why recommend signing it ? If we collectively as employees argue and refuse to sign such a clause, it will create pressure to make it go away. On the contrary if we sign it without a fight, the clause will spread throughout the industry, making it hard to negociate. I've been pursuing a career in that industry for several years, and I've successfully negociated that clause away when I came across one that I deemed exaggerated, and I encourage everyone to do the same.

I don't really see the link with free software either, preserving the right to use one's mind, the single most important thing a developer has, seems very important no matter what.

Re: Why I Don't Sign Non-Competes

#199

Post by Bartweiss » Wed, Mar 21, 2018, 4:34 PM UTC

koolba wrote: post #89

athenot wrote: post #50

Earlier quoted context omitted.

In some states, it's not enforceable unless there's a monetary compensation that goes along with it.

Wouldn't your salary during the employment term be that consideration? Consideration need not be during the same period. I can pay you $X today for something that covers the next N years.

As I understand the state laws - not if it's not stated as such. They don't allow it to be implicit in "you get salary X each year and operate under noncompete Y". A restriction on future work like that would require explicit compensation.

(And as for why people don't just add "compensated via your salary" to the boilerplate - that's an open-ended transaction, not a defined amount of compensation for the year of noncompete restriction.)

Re: Why I Don't Sign Non-Competes

#200

Post by Bartweiss » Wed, Mar 21, 2018, 4:35 PM UTC

isostatic wrote: post #94

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…

I can see why they've done it -- stop you from inventing something at work, knowing you can't sell it immediately, so leaving and selling it after you've left.

But the presumption clause is absolutely insane. Even if you can prove something was done after you left the company, they're still considered the owner.

Imagine someone quit that job today, 6 months later room temperature superconductors were invented, and 2 months after that the ex-employee invented a great new use for them. It's literally impossible that the invention was made at the job, but the contract still appears to claim it.