An Email Thread Between a Developer and Gigster

Why advertising something like I have been working on this project for the last 5 years would benefit me in any way?

They could guess that I didn't create it in the last two weeks, but then good luck proving it in court.

I have much better relationship with my employer now, If I hadn't I would quit tomorrow.

It's a standard clause, but depending on jurisdiction it's at least partially invalid anyway.

Besides that, you're endangering the contractness of your contract if the other party cannot negotiate any of its terms, and indicates any confusion over just what it is he or she may be agreeing to--especially if they express their confusion in a document that can later be produced in court.

If I were to sign that "contract", I would certainly send the other party a written "signing statement" that interprets all possibly ambiguous clauses in my favor, and mentions that I received no valuable consideration for signing it. If you can't tell me what the contract means, I'll tell you what I thought it meant, and that will be what you can enforce. If you won't pay a lawyer to answer my questions before the fact, you can certainly pay one to determine the implications of my letter for you after the fact.

If I were a judge (and I'm not even a lawyer, but I can still role-play), refusing to even answer questions about the contract demonstrates a lack of equity, and I'd take that as potential grounds to dismiss any claims against the person who asked them, that may have been based upon the document they signed, which they were completely unable to negotiate, and likely received no valuable consideration for. If someone asks, "does this mean you can claim ownership over X?", you don't answer definitively, and then you later claim in court that you own X, that's bullshit, pure and simple. If the other party did not understand that to be the case at the time they signed, it is unenforceable.

If I were the defendant, I think I would also try to paint that refusal as an unwillingness to pay for some professional legal counsel at an appropriate time, rather than asking a judge to clean up their mess long after the fact. Everyone hates it when they get snubbed by someone, and then that person later comes asking for a favor. Referring legal questions to legal counsel is simply a cost of doing business. If you can't pay that cost, and try to shift it to the public legal system, how do you justify the rest of your business?

I give a similar reply when being asked to remove an interest penalty clause for late payment.

"We always pay our bills on time so there's no need for that!"

"Great! In that case you don't have to worry about every paying it either so we'll leave it in!"

Legal Shit 101... if someone asks you to sign a contract, right away assume it's weighted in their favor. You have to read the contract before you sign it. Take your time, feel free to ask for a take-home copy and ask your lawyer to review it. Having asked a lot of people to sign contracts over the years... I'd say 90-95% don't read it and just sign where they are told to. Expedient...

The contract template was written by the company's legal team to protect the company, it may have some terms in it that seem like they are an "agreement" (like how you'll get paid)... but really the goal is to keep the company safe. And, to be fair, I'd fire any lawyer who didn't give me a contract like that... so it's not the lawyer's fault. But if you sign it... you're agreeing to it. Easy solution: don't sign it. (But of course you presumably want the job.)

Middle-ground solution: Read the contract, red-line / annotate things you have concerns / questions about, and ask if you can speak with legal. If it's a small business... they will probably weigh you comments against their lawyer's hourly cost... and more often than not just agree to let you cut things out of the contract. If it's a larger company... you're probably locked in if you want to work there -- that's just the reality of it. If you talk with legal, do your best to understand what their motivations are and make sure the contract is explicit. You can also ask for exceptions for side projects by simply declaring, "Any work done for side projects X, Y, Z shall not fall under the scope of this contract."

Anyway look, it's a negotiation. You can test the limits, nothing is set in stone. You're the only one who is on your side. Everyone else is out to fuck you. Safe assumption.