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Contracts you should never sign

vadimkravcenko.com

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Re: Contracts you should never sign

#121

Post by pnutjam »

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…

We need a SAG style union to address issues like this, but that's pie in the sky dreaming.

Re: Contracts you should never sign

#122

Post by jrib »

smeej wrote: post #21

Also verify that anything you're signing when you leave matches what you signed when you were hired. I recently left a company where, when I was hired, I had agreed in "Appendix C" not to recruit any of their employees away from them for a period of 12 months after separation. When I actually separated after more than two years, the "Appendix C" they wanted me to sign and presented as the one I had agreed to at hire…

> why believe people are malicious when they could just as well be careless?

For those who like named things: https://en.wikipedia.org/wiki/Hanlon%27s_razor

Re: Contracts you should never sign

#123

Post by cj »

phphphphp wrote: post #43
smeej wrote: post #21

Also verify that anything you're signing when you leave matches what you signed when you were hired. I recently left a company where, when I was hired, I had agreed in "Appendix C" not to recruit any of their employees away from them for a period of 12 months after separation. When I actually separated after more than two years, the "Appendix C" they wanted me to sign and presented as the one I had agreed to at hire…

I can believe that they're careless and used the wrong copy of a document but I'm not sure I understand why you're signing an agreement like that on exit: you've signed it on hiring so that regardless of the outcome of your employment, you're bound to the anti-poach. The only reason I can think that they'd ask you to sign the agreement again on exit is that they wanted to bind you into something new -- what explanati…

> The only reason I can think that they'd ask you to sign the agreement again on exit is that they wanted to bind you into something new

In the Clerky boilerplate employment docs, used by many YC companies, the employment agreement contains a Termination Certificate along with a clause that says something like “upon leaving the company you agree to sign the Termination Certificate in the appendix”.

So technically, in the case of Clerky’s boilerplate docs, you agree to sign the termination form before employment even begins.

FWIW the termination certificate I’m thinking of is a very simple 1 page agreement basically just acknowledging to the company that you have returned all company IP, hardware, etc to the company and agree to continue to abide by the original employment agreement. It doesn’t really add any additional obligations.

I suppose the benefit to the company is just a reconfirmation that you are aware of the terms of the original agreement and that you’ve followed through with basic duties such as returning confidential data, hardware, etc to the company.

That said, many employers have additional severance agreements that can add lots of additional expectations such as non-disparagement clauses, but that’s typically only done in exchange for additional severance the the company isn’t legally obligated to provide you (in which case you can absolutely say you won’t sign the agreement if you want to forgo the severance payment)

Re: Contracts you should never sign

#125

Post by nerdponx »

grey-area wrote: post #67
secondstring wrote: post #39

Earlier quoted context omitted.

> because nobody involved in the hiring process consciously chose to put that clause in and they probably don't really give a damn. Yes but I think I didn't convey my point enough. Nobody involved in the hiring process cares, and if it's a good company they probably agree with you. But this standard contract is what they paid attorneys good money to comb over with a fine tooth comb for liability, and eventually sign…

They’ll tell you that this is unchangeable, it’s the default, etc the first few times, but if you persist, they’ll usually just strike out a clause like this if they actually want to come to an agreement. They may not even bother telling legal (depends on company size). Really it depends whether you’re negotiating from a position of strength and and can walk away, if you are changes like this become possible, if you…

I've never had any HR person give up even a comma in a contract like this, even after a full week of back-and-forth negotiating and trying to get them to strike out an individual sentence or change a word. Their attitude is that even if they lose their first choice hire over it, they always have a pipeline, and they'd rather adhere strictly to legal protocol and go with their second-choice hire.

Re: Contracts you should never sign

#126

Post by nerdponx »

Aeolun wrote: post #52
secondstring wrote: post #39

Earlier quoted context omitted.

> because nobody involved in the hiring process consciously chose to put that clause in and they probably don't really give a damn. Yes but I think I didn't convey my point enough. Nobody involved in the hiring process cares, and if it's a good company they probably agree with you. But this standard contract is what they paid attorneys good money to comb over with a fine tooth comb for liability, and eventually sign…

Nobody is going over a contract with legsl just because they removed the ‘we own everything you make’ clause. That’s an irrelevant part of the contract.

My experience in the USA is that they will flatly refuse to change anything in the contract, and will tell you to take it as-is or walk away, in part because they feel like they can't make changes without getting it re-approved by legal first.

Re: Contracts you should never sign

#127

Post by WalterBright »

RaCaS123 wrote: post #80
codingdave wrote: post #13

> 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…

(also worth taking into account whether clauses like an absurd non-compete are even enforceable...)

It is dishonorable to sign an agreement knowing you won't adhere to your end because it's unenforceable.

After all, we make promises all the time that are unenforceable, but we keep them.

Re: Contracts you should never sign

#128

Post by thwayunion »

codingdave wrote: post #13

> 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…

Serious question: is it even possible to get a well-paying dev position that doesn't have one or more of the clauses listed in the article?

Another consideration is whether the contract can be enforced and your legal recourse if the counter-party attempts to enforce an invalid contract clause. This is particularly true for noncompetes.

A better piece of advice than "never sign" is to simply find an employment lawyer and discuss the ramifications of the contract prior to signing.

Re: Contracts you should never sign

#129

Post by glenstein »

Karunamon wrote: post #120
glenstein wrote: post #118

Earlier quoted context omitted.

Asking people not to misread a comment is an exhortation to improve quality of discussion. Endorsing a misreading because you dislike the comment being misread does not improve quality of discussion. You're equivocating between (1) misinterpret and (2) "reject out of hand" in order to make that endorsement work. You can object to style without having to signal to the community that misinterpreting comments is an acce…

It is not a misread to point out that the comment was loaded with sarcasm and would have been better without it, neither is it one to point out that engaging with that content causes its proliferation.

It is a misread to equivocate between stylistic objections and a criticism that was not about stylistic objections and suggest that both were expressing the same idea.

Endorsing the misread as the cost of doing business in order to reject a comment over stylistic objections signals that misreading is to be embraced as a community value.

Re: Contracts you should never sign

#130

Post by nerdponx »

varispeed wrote: post #70
secondstring wrote: post #39

Earlier quoted context omitted.

> because nobody involved in the hiring process consciously chose to put that clause in and they probably don't really give a damn. Yes but I think I didn't convey my point enough. Nobody involved in the hiring process cares, and if it's a good company they probably agree with you. But this standard contract is what they paid attorneys good money to comb over with a fine tooth comb for liability, and eventually sign…

I think you are exaggerating. > Very very very few companies are going to go pay Expensive Law Co. (TM) $500 per hour to review changes to the contrac If they are already hiring "Expensive Law Co." then most likely they have them contracted anyway. Even with big corporations, there was never an issue with this. They were always happy to send my changes to their legal team for review and also allowed me as much time a…

The issue is in smaller companies that don't have standing contracts with Expensive Law Co, and can't afford to even pick up the phone to ask them a question unless they're in serious need.
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