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Contracts you should never sign

vadimkravcenko.com

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Re: Contracts you should never sign

#11

Post by 082349872349872 »

anonu wrote: post #6
bndr wrote: post #2

Hey everyone, author here :) I'm sure most of you have more experience with contracts, so I'd like to hear your thoughts on stuff we, developers, shouldn't sign. Cheers, Vadim

Very useful article. Thank you for putting it together. On one hand, you should read an employment contract or options agreement down to the letter, as you highlight. However, in my experience, most contracts have these provisions, at least in the US. Also, companies are going to be reluctant to deviate from a form template as this creates a legal mess down the road. My point being, you'll find it hard to "never sign…

strike out and initial?

Re: Contracts you should never sign

#12

Post by daniel_iversen »

bndr wrote: post #2

Hey everyone, author here :) I'm sure most of you have more experience with contracts, so I'd like to hear your thoughts on stuff we, developers, shouldn't sign. Cheers, Vadim

Hi Vadim, it’s so great you’ve written this and are trying to help others! It might be worth pointing out that in some places (Australia, I think California? And probably the European Union) the non-compete clauses can’t be enforced because companies aren’t allowed to stop you from making a living. Anti-poaching of employees sure but not anti-compete. So maybe people could do a quick google for their country or state to see if it’s even something to worry about (so they don’t reject a job for something that in practice isn’t relevant). Also, I’ve noticed that the NDA components are usually very reasonable as they mostly cover “material non-public information” (or something like that) so usually it’s not an issue, but good to check for sure.

Re: Contracts you should never sign

#13

Post by codingdave »

> the best thing we as engineers can do is be aware of the types of contracts we're signing

I'd argue that the best thing we can do is to not just make generalizations about what is OK to sign or not. Confidentiality agreements and non-competes are fine if they are narrowly focused, fair, and your compensation is sufficient to make it worth the restrictions. Because that is what a contract really is - a balancing act between obligations and limitations put on yourself contrasted with benefits (money) given to you in exchange.

So an absurd non-compete is fine if they pay me a lot of money for it. An confidentiality clause is fine if they pay me a lot of money for it.

This becomes critical when looking at all the recent layoffs. Most severance packages are exactly this type of contract - confidentiality and other restrictions in exchange for your severance pay.

Should you sign? Maybe. Maybe the severance pay is worth it. Read the contract, understand it, and make a choice.

Re: Contracts you should never sign

#14

Post by jjluoma »

I didn't sign a work contract because it was written in English and there was no translation available, especially since it contained a non-standard clause related to intellectual property rights. All communication before signing the contract had been in my native language.

Re: Contracts you should never sign

#15

Post by CPLX »

This is silly. It would be useful if it said something like “here are clauses that you should understand the implications of very clearly” but that’s about it.

Work for hire clauses are totally normal for certain kinds of work and no sane company is going to want you contributing some relatively inconsequential portion of a creative project unless the contract makes it clear you won’t claim to own it all later.

Same goes for the idea of never signing an exclusive distribution agreement. You would tell someone not to have their book published by a major publisher?

The rest mostly have nuance too. The various forms of non compete and NDA agreements are clearly unethical for entry level workers and would be essential for any high level CEO gig, or principals in a corporate acquisition

Also big companies are conservative, and they don’t care about your demands. If you don’t have a track record and want to do business with big companies you might have to sign some crazy stuff. Your other option is to not get enterprise business, and for the most part it doesn’t really matter it’s fine to sign some stuff and get paid.

The answer to this stuff is it depends.

Re: Contracts you should never sign

#16

Post by secondstring »

I mean in principle, I agree with all of these points. But in reality if you stick to these rules hard and fast, you'll basically never accept a job offer. That's clearly an exaggeration, but many-to-most of these clauses are in every boilerplate contract.

Whether it's a small startup that's using a generic contract they've gotten from the internet or their lawyers, up to massive corporations, they're all going to include semblances of some of these points. Probably for different reasons, but the points will still be in there. Startups and small companies might be more flexible to work with you on changing parts, but still the legal headache of changing anything is often far greater for the company than just passing on you and looking for another candidate. Infinity moreso for big companies.

My experience is biased towards technical roles (like most on HN), but I've worked for startups, big companies, and as a freelance contractor. It's the same stuff in most contracts. Obviously my experience is not indicative of 100% of companies and I'm sure I'll have people chime in saying they had success getting company X to change some of their contract, but it's overwhelmingly not going to happen. So to treat these points as 'rules' instead of 'points to be aware of' is a bit too hardline of a stance to take in my opinion.

Re: Contracts you should never sign

#17

Post by wheybags »

secondstring wrote: post #16

I mean in principle, I agree with all of these points. But in reality if you stick to these rules hard and fast, you'll basically never accept a job offer. That's clearly an exaggeration, but many-to-most of these clauses are in every boilerplate contract. Whether it's a small startup that's using a generic contract they've gotten from the internet or their lawyers, up to massive corporations, they're all going to in…

I've had a "we own everything you make" clause in contracts before, it's just copy pasted boilerplate, and they were fine with removing it when I asked.

Noncompetes I've been fine with, because they were always quite niche companies, and the wording was something along the lines of "don't join our direct competitors for a few years", and that seems ok to me. I will grant that it gets more complicated with megacorporations that work on everything though, as their "competitors" are roughly everyone.

Re: Contracts you should never sign

#18

Post by cloogshicer »

wheybags wrote: post #17
secondstring wrote: post #16

I mean in principle, I agree with all of these points. But in reality if you stick to these rules hard and fast, you'll basically never accept a job offer. That's clearly an exaggeration, but many-to-most of these clauses are in every boilerplate contract. Whether it's a small startup that's using a generic contract they've gotten from the internet or their lawyers, up to massive corporations, they're all going to in…

I've had a "we own everything you make" clause in contracts before, it's just copy pasted boilerplate, and they were fine with removing it when I asked. Noncompetes I've been fine with, because they were always quite niche companies, and the wording was something along the lines of "don't join our direct competitors for a few years", and that seems ok to me. I will grant that it gets more complicated with megacorpora…

I think the important thing is that you asked.

I've had a very negative experience, where I also asked, and they basically said "sign it or GTFO". So I did the latter, and I'm very glad I did.

Re: Contracts you should never sign

#19

Post by kibwen »

secondstring wrote: post #16

I mean in principle, I agree with all of these points. But in reality if you stick to these rules hard and fast, you'll basically never accept a job offer. That's clearly an exaggeration, but many-to-most of these clauses are in every boilerplate contract. Whether it's a small startup that's using a generic contract they've gotten from the internet or their lawyers, up to massive corporations, they're all going to in…

> many-to-most of these clauses are in every boilerplate contract

Contracts are entirely negotiable. If there's a job you want, but the contract contains an objectionable clause, tell them that you're willing to accept if they strike that clause. If you're at the point in the hiring process where they're showing you the contract, that means that they've sunk resources into you that they don't want to throw away. And the fact that these clauses are boilerplate, as you say, works in your favor, because nobody involved in the hiring process consciously chose to put that clause in and they probably don't really give a damn.

Re: Contracts you should never sign

#20

Post by bluGill »

vabank wrote: post #3

What's wrong with gym contracts?

Depends on the type of gym. The cheap ones only can pay the bills if most people are paying but not actually going. So they have to make it hard to end the contract.

There are a few gyms that don't, but these tend to be based on personal training or snall group classes. That personal attention means they are more likely to end your contract for you if you are not attending as they need a good reputation to justify the high price they have to charge everyone.

If you know what your are doing in the gym you don't need the services of the more expensive ones, so canceling will be hard.

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