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Ask HN: Should I sign this agreement?

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Re: Ask HN: Should I sign this agreement?

#41

Post by stephenbez »

duncan_bayne wrote: post #15

This incident may yet provide you with the one of the most important business lessons ever, and at relatively low cost to you: have a lawyer read over EVERY agreement you sign in a professional capacity. It doesn't matter how much you trust the other party, either. Mistakes happen, ambiguous agreements are written. In fact it's entirely possible that the document contains clauses the other party doesn't want either,…

I see this recommendation repeated often.

How do you find a laywer to read over the agreement? How much do they usually cost? How can a student afford one?

Re: Ask HN: Should I sign this agreement?

#43

Post by duncan_bayne »

stephenbez wrote: post #41
duncan_bayne wrote: post #15

This incident may yet provide you with the one of the most important business lessons ever, and at relatively low cost to you: have a lawyer read over EVERY agreement you sign in a professional capacity. It doesn't matter how much you trust the other party, either. Mistakes happen, ambiguous agreements are written. In fact it's entirely possible that the document contains clauses the other party doesn't want either,…

I see this recommendation repeated often. How do you find a laywer to read over the agreement? How much do they usually cost? How can a student afford one?

Re. the first question: http://bit.ly/1idSHvU ;)

In terms of cost, it really depends upon where you live, and what services you require (essentially, how far up the lawyer food chain you need to go). I'd budget up to a grand to review an employment contract, for example.

As for how a student could afford one.... Maybe save the cash in advance, if you can, if you're going into a deal like this? Ask for help from friends and / or family? Look around for organisations offering legal assistance to students (e.g. http://www.lslap.bc.ca/)?

Re: Ask HN: Should I sign this agreement?

#44

Post by duncan_bayne »

duncan_bayne wrote: post #15

This incident may yet provide you with the one of the most important business lessons ever, and at relatively low cost to you: have a lawyer read over EVERY agreement you sign in a professional capacity. It doesn't matter how much you trust the other party, either. Mistakes happen, ambiguous agreements are written. In fact it's entirely possible that the document contains clauses the other party doesn't want either,…

Oh, also: treat any pressure to expedite the process ("it's normal for people to sign on the spot", "what's the matter, don't you trust me?", "this is industry best practice") as a massive, MASSIVE warning sign that something is wrong.

No trustworthy, experienced professional would expect you to do anything other than go away and get your own lawyer to review a contract before signing it.

Re: Ask HN: Should I sign this agreement?

#46

Post by gregcohn »

As an additional point of clarification in the hope it helps the OP, and based on lack of clarity on this in some of the responses, "NDA" stands for "non-disclosure agreement". A "standard NDA" -- to the extent there are some generally common practices around NDA's -- specifies simply that you are receiving confidential information and that you may not disclose it to other parties.

NDA's generally also specify that you can't use any information disclosed if specified as confidential, and that promise is usually restricted to things you a) didn't already know or develop on your own [and there are various standards as to how much burden of proof there is on this] and b) are not already in the public domain in various ways.

So in a certain way, NDA's can be used to claim ownership over ideas like the one you're working, (e.g. by labelling it as confidential material covered by the NDA and thereby covering "my idea and everything related to it, which I own and you are now agreeing I own").

This would not, however, cover your work, your code, or anything you did without additionally specifying ownership and transfer of rights from you to her in those things.

If the "NDA" specifies that you are an unpaid intern, as yours seems to, this is an employment agreement or work-for-hire contract (to be clear: not a "standard NDA"). If it specifies that you are to turn over code or assign your work, or otherwise tries to retroactively include your work as her confidential material, in exchange for compensation or otherwise, it is an assignment of intellectual property or technology. If it in any way specifies equity or ownership of the company, it's something else altogether.

There are various legal principles and state laws that also could come into play here, depending where you are. (For example, if she's acting as her own lawyer, she might have created a contract that's unenforceable or voidable in various ways.)

It sounds like you're in a strong position and I stand by my earlier answer with respect to how I think you should approach it, but for god's sake don't sign any such thing without having a lawyer take a look, and all of you, please learn what these things are called and what they do.

IANAL, YMMV, etc.

Re: Ask HN: Should I sign this agreement?

#47

Post by stephenbez »

duncan_bayne wrote: post #43
stephenbez wrote: post #41

Earlier quoted context omitted.

I see this recommendation repeated often. How do you find a laywer to read over the agreement? How much do they usually cost? How can a student afford one?

Re. the first question: http://bit.ly/1idSHvU ;) In terms of cost, it really depends upon where you live, and what services you require (essentially, how far up the lawyer food chain you need to go). I'd budget up to a grand to review an employment contract, for example. As for how a student could afford one.... Maybe save the cash in advance, if you can, if you're going into a deal like this? Ask for help from frien…

We expect a student to save up a grand in order to pay for a contract review, when this is for a class and the student has earned no money from it and is likely poor?

The organization offering legal assistance to students that you linked to explicitly says they can't assist in this case (no Business and Commercial Law).

Like I expected it seems like this advice is not practical for the vast majority of students.

Re: Ask HN: Should I sign this agreement?

#48

Post by duncan_bayne »

stephenbez wrote: post #47
duncan_bayne wrote: post #43

Earlier quoted context omitted.

Re. the first question: http://bit.ly/1idSHvU ;) In terms of cost, it really depends upon where you live, and what services you require (essentially, how far up the lawyer food chain you need to go). I'd budget up to a grand to review an employment contract, for example. As for how a student could afford one.... Maybe save the cash in advance, if you can, if you're going into a deal like this? Ask for help from frien…

We expect a student to save up a grand in order to pay for a contract review, when this is for a class and the student has earned no money from it and is likely poor? The organization offering legal assistance to students that you linked to explicitly says they can't assist in this case (no Business and Commercial Law). Like I expected it seems like this advice is not practical for the vast majority of students.

> Like I expected it seems like this advice is not practical for the vast majority of students.

A grand is, what, three weeks work at minimum wage in the USA? So yeah, saving in advance would totally be possible in many cases.

Also, bear in mind I said "in a professional capacity". It may well be that students can't afford legal review. The lesson (get professional review when you're a professional) still stands though, with the proof provided by what happens when you don't, as a student.

Re: Ask HN: Should I sign this agreement?

#49

Post by TheCowboy »

neilni wrote: post #33

OP here: To clarify, I did not agree with her keeping 100% of the equity. At the time, I mainly wanted to focus on developing the product first, thinking that she would find herself ridiculous after seeing the complete app. We never reached an agreement/conclusion and I have not signed anything yet. And thank you so much for all the advice. It has been really helpful!

It'd be interesting if you could post an update about what happened, either here or in a blog post detailing everything. There are also people who might find such an account useful, especially talented developers who get involved with programs and people like this.

Re: Ask HN: Should I sign this agreement?

#50

Post by neilni »

TheCowboy wrote: post #49
neilni wrote: post #33

OP here: To clarify, I did not agree with her keeping 100% of the equity. At the time, I mainly wanted to focus on developing the product first, thinking that she would find herself ridiculous after seeing the complete app. We never reached an agreement/conclusion and I have not signed anything yet. And thank you so much for all the advice. It has been really helpful!

It'd be interesting if you could post an update about what happened, either here or in a blog post detailing everything. There are also people who might find such an account useful, especially talented developers who get involved with programs and people like this.

yea, I will follow up with a blog post once everything is sorted out :)
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