With respect to the off-hour IP clause nonsense, suppose you've signed one of those things but also gotten explicit written affirmation from the CEO that they don't give a rat's ass about your blog or book contracts or custom search engines or databases or contract work or open-source code that couldn't meaningfully compete with the company's actual business and that it's just a catch-all to ensure that if you do steal proprietary info then they're covered, and that they explicitly don't want you to actually notify them with all your new "ideas"; does such a clause still have any legal teeth you need to be wary of?
Contracts you should never sign
251–260 of 284 posts
Re: Contracts you should never sign
#252Treat contract negotiation as a trial run for your future relationship: Do they try to slip nasty stuff in there? Do they do stupid shit? Do they refuse to answer questions clearly? Is it a hassle trying to get them to make modifications? Are things vague, open to too much interpretation, or missing key information? How someone behaves during contract negotiations is an indicator of how they'll behave generally. If y…
You can generalize that to:
The way they treat you when you're interviewing is the best they will ever treat you.
Are they rude? Ditch 'em.
Do they stare at your resume like it's a pile of dog doo? Ditch 'em.
Do their interviewers interrupt you while you're answering their question, to ask you another one? Ditch 'em.
Do they ignore your personal needs (water, bathroom, etc.)? Ditch 'em.
(and as you said, do they give you lengthy contracts to sign with onerous provisions? You know this by now.)
Re: Contracts you should never sign
#253Rule #1 is the contract is there to make both sides of the contract happy that their interests are taken care of.
If you don't feel your interests are taken care of, don't sign the contract.
If you don't feel the other party interests are taken care of, DON'T SIGN THE CONTRACT. In my experience, whenever the first rule is not met, one side of the contract will not be happy. Good, long term relationship requires both sides of the contract to be happy with it. Don't waste time on business relationships that are broken from the start.
If the other party says they put this or that because legal needs it or because it "is a common practice", explain the above ("the contract is there ...") and if they can't understand it -- don't sign the contract. People will not want to change their standard contract because it is a hassle (it has to go through legal, etc.) but will frequently do it if you present reasonable argument.
If you know FOR A FACT that stuff is not enforceable, it is up to you how much you want to risk. If it is written in the contract it will pretty much fall on you to defend yourself and it may be long and costly. You should probably not sign the contract.
Understand, what it is they are buying from you. Are they buying 8h of your time every day, or are they buying 24/7, your soul and your family? If demand more than you are willing to sell -- don't sign the contract.
What if they pay you flat a flat rate regardless of how many hours you work and allow you to take as many vacation as you want? Be warned they might own all of your time. It is a business decision but make sure you are well compensated for it.
If the non-compete would severely cut your chances of getting more business, don't sign the contract. Non-competes are fine as long as they are making sense and are not wielded against you to force you in a servitude. If you are a web developer it might be ok for them to ask you to not develop apps for their direct competitors while you do business with them. But if you are backend developer specialising in banking applications, preventing you to work for another bank will be severely limiting your chances of getting another job -- which would most likely be another bank because they value your experience in the field.
If the contract requires you to pay damages in certain situations -- make sure the rate they are paying is high enough over market rate and your needs to cover your risks. I try to not sign those types of contracts although in some places those damages are almost mandatory to show that you are in fact a contractor (if you don't take responsibility for your work you are just an employee).
Re: Contracts you should never sign
#254Earlier quoted context omitted.
I agree. My contract says that my employer can choose to enforce a non-compete for 12 months after I leave, but if they do, they have to pay me during that time. It creates a strong incentive for them to not abuse the non-compete.
Are you in finance? That kind of compensated-non-compete seems common there, but rare elsewhere.
In France a non-compete clause is only valid if it is bounded in time, geographically, for a specific type of job and with financial compensation while it is enforced (not necessarily full pay but has to be proportionate to the constraint).
As an engineer, I have seen a lot of contracts with bogus non-compete clauses and never seen one that would hold in court. So the employees are technically protected but still subject to psychological warfare (threats when you plan to ignore an illegal clause).
Re: Contracts you should never sign
#255With respect to the off-hour IP clause nonsense, suppose you've signed one of those things but also gotten explicit written affirmation from the CEO that they don't give a rat's ass about your blog or book contracts or custom search engines or databases or contract work or open-source code that couldn't meaningfully compete with the company's actual business and that it's just a catch-all to ensure that if you do ste…
If they're willing to give that explicit affirmation, I'd be surprised if they weren't then willing to put in the contract (either by explicitly limiting the IP clause to specific things, or from certain things).
I've gotten resistance on this kind of thing once before; did a face-to-face with the person with the power (the board member acting as the temporary CEO) and they pretty much just wanted a vibe check that I wasn't trying to screw them over. Next day I got the contract back with all the alteration I'd asked for.
Re: Contracts you should never sign
#256Something I didn't see in there that's a good thing to look for, or a good thing to ask for, is "quitting for good cause" - it's basically the inverse of "firing for cause".
A couple jobs ago, my signing bonus and equity were revocable (so I'd have to return the bonus) if I was fired for cause. Somewhere in the contract they'd also used the term "[quit] for good cause", which introduced me to it. I came back and ask for the term to be applied to many more places - if I fired them as an employer for cause, I'd explicitly keep the signing bonus, and accelerate my vesting.
It ofc never came up; they were great to work for, even if in the end it didn't work out. They very much took great care of us when the endeavor was shuttered and we were all let go; so to the top comment's point, the vibe of the contract matched the vibe of the gig.
Edit: It's apparently a nationally recognized term, but depends on state law to define:
Re: Contracts you should never sign
#257Treat contract negotiation as a trial run for your future relationship: Do they try to slip nasty stuff in there? Do they do stupid shit? Do they refuse to answer questions clearly? Is it a hassle trying to get them to make modifications? Are things vague, open to too much interpretation, or missing key information? How someone behaves during contract negotiations is an indicator of how they'll behave generally. If y…
You can generalize that to: The way they treat you when you're interviewing is the best they will ever treat you. Are they rude? Ditch 'em. Do they stare at your resume like it's a pile of dog doo? Ditch 'em. Do their interviewers interrupt you while you're answering their question, to ask you another one? Ditch 'em. Do they ignore your personal needs (water, bathroom, etc.)? Ditch 'em. (and as you said, do they give…
I like this, and it rings true in my experience. It's like you're both on a first date. If it goes well you might have the opportunity to grow something deep and meaningful. If it goes poorly because one party behaves badly, it could be a one-off, but it's far more likely to be a warning sign. Cut your losses!
Re: Contracts you should never sign
#258Earlier quoted context omitted.
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.
Dishonorable? I don't think so. They're the ones trying to trick employees into immoral and illegal obligations. They only have themselves to blame if it blows up in their faces. They played the game and they lost.
An honorable person would refuse to sign such an agreement, or would honor it, enforceable or not.
Nobody is making you sign it.
Re: Contracts you should never sign
#259Earlier quoted context omitted.
Exactly! It has gotten to the point where I take any contract put in front of me as a statement of how the other party does business. If they contract is all one-sided to their benefit and/or has crazy escape hatches for them and/or penalties for my side, it's best to just walk away, even if it costs a lot. I've tried to negotiate such clauses into something reasonable, and it is just a waste of time. They've told yo…
What? Every click wrap agreement online is very one sided. You think you're saving yourself trouble by not using any online software?
I'm obviously not talking about click wrap agreements; I'm talking about in-person negotiations.
The click-wrap "agreements" are all bullsh*t "adhesion contracts", and in that context are virtually unenforceable.
That said, yes, I will strongly prefer to work with software that doesn't have such nonsense when possible. E.g., I've used LibreOffice for decades to avoid M$ office (which I can also watch family & friends who are stuck from work just become increasingly annoyed at how bad it gets — strong correlation).
And yes, I do save myself a LOT of trouble by avoiding online-only or unnecessarily online software, keeping as much as possible to locally-running software. No, I'm not going to use your online project management, or charting, or whatever, unless I can get a direct benefit from the online aspect that is not otherwise available (e.g., simultaneous team editing, etc.)
If they are making an obvious effort to tie your hands, it is because they lack the confidence that their product is good enough to willingly keep using it. Once again, you should believe them the first time they tell you.
Re: Contracts you should never sign
#260Earlier quoted context omitted.
How are noncompetes the same when they are illegal in CA
They are probably not illegal to put into a contract, even if they are illegal to enforce. I don't know about CA specifically, but we have similar statutory rights UK, which is why employees largely ignore them by signing the contract with the non-compete clause in. The point still remains. There is sufficient contractual legalese that is backed up by threatening lawyers letters that stop some or most of the staff le…
It is illegal to put a non compete into an employment contract in CA, to the point that doing so can nullify the entire contract and rescind any IP rights assignment