Employment Contracts-Satisfying Hackers AND Lawyers

JabberWokky asks a question that (intentionally or not) ties in to the one asked on Sunday: "My company is ready to hire several developers. Of course, the VC's lawyers say that there must be confidentiality agreements, non-disclosure agreements and non-complete agreements, to the point that the company would own private Web sites, or anything else written on your own time. I have one week to come up with something that will satisfy the lawyers, and still allow some freedom for the to-be-hired developers to work on side projects of their own, which I think is ultimately beneficial to everybody, including the company. Any ideas?" Certainly there must be some happy middle ground that can be agreed upon!

And yet here is a question for you: Why do Venture Capitalists think it's sensible to significantly curtail the rights of the people they wish to employ (in the name of confidentiality) when well- written NDA's should be legally binding enough to insure such things?

Comments

Re:Question.

[Spud Zeppelin]

Is there a kosher way to ask at the interview to see what sort of things you would be asked to sign if you got an offer and accepted?

It's a meaty question, so if you want to keep it kosher, you have to hang it up and let it drain for a while, and don't mix it with anything cheesy. But seriously, why not say it in a way that makes you seem *more* dazzling and brilliant by virtue of needing to ask (the meaty part) -- and then be very upfront about asking it (hanging it up and letting it drain)?

For example, I tell people going in, "I'm involved with a number of personal and/or side projects, and a number of projects involved with the free software community, and I'm not going to sign any intellectual property waiver which impinges my right to do so in my off hours." This makes several points right off:

• You're savvy enough not to be taken advantage of. This is generally impressive, unless the hiring manager is an idiot.
• You're not the sort of person who puts down the keyboard the minute he leaves the office. This is generally VERY impressive, even if the hiring manager IS an idiot.
• Most importantly, that you have talents whose product YOU feel important enough to be worth protecting. This is generally the clincher: it says that something about you ADDS VALUE.

And the thing to remember about offers is this: it's a seller's market for IT labor. Employers are aware of this; more importantly, they're generally afraid of it... so the prospect of losing good candidates over extraordinarily strict IP clauses is something that they (at a high enough and wise enough level in the organization) would like to avoid strategically. It never hurts to write a letter to someone in a company's senior management AFTER you've rejected their offer because of a nasty IP clause, telling them politely why... I personally haven't done it (because I've generally screened such companies out early on in my searches), but the outcome could be good for the industry as a whole if enough people did; you're basically telling said VP, "You're a smart guy, how much sense does this make to you? You're losing the best people you're making offers to because they want to do projects in their spare time capitalizing on their expertise you've already recognized."


My opinion only, IANAL.