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Worrying About Employment Contracts?
An anonymous reader wonders: "I was preparing to accept a software developer job at a California company and was put off by the contract which claimed ownership of any ideas I create (on my own time or at the company) during my stay at the company and required me to inform them of any ideas (related to the company or not) during my employment and for a year afterwards. I've found references to a couple of instances where this became a legal problem for the developer. Is this something to worry about?"
If you don't like to have your ideas pwned by some corporation, ask them to take the offending lines out of the contract. If they refuse, look for a different job.
Carefully strike through the offending lines, initial them, and hand the contract like that back to the company. Now the ball is in their court. They can see what they (their lawyers) were asking is unreasonable, and initial the changes as well, or they can get back to you. Then negotiation starts. But whatever you do, don't just blithely sign it and think "oh, that'd never be a problem anyway". The very purpose of contracts existing is to make certain that things won't become problems.
Just scratch it out before signing and when you turn it in, say, "Hey, fyi, I scratched out these lines. Please tell me if that's a problem or we need to discuss it further." Nine times out of ten its a form contract and an item on a checklist. The employer doesn't care that you scratched out the lines. Did he sign the contract? Check. Next?
The tenth time you'll have to choose whether or not to walk away. As someone who has walked away, let me tell you: its a tough choice. Its also the right choice. There are plenty of jobs for a smart developer and plenty of companies who won't try to walk over you that way.
Moderating "-1, Disagree" is simple censorship. Have the guts to post your opinion.
Don't "ask them". Do it yourself (strike out the offending lines, maybe write in a new clause: initial those changes, and have them initial them as well). By offering you a contract, they have all the power. Treat their proposed text as a starting point, and give yourself back some of that power. You already know they want to hire you: this puts you on equal footing. Use that knowledge. It's in both your interests to come to a agreement that you're both happy with, and a contract is a great tool for that purpose.
Evan Brown ran into this problem.
He lost his job and spent quite a while in court fighting it.
His contract used the word "inventions" instead of "idea" but they interpreted "invention" to include just about anything.
Also check out previous Ask Slashdot articles. No, not identical to what you're asking, but still some good points.
CALIFORNIA LABOR CODE SECTION 2870
INVENTION ON OWN TIME - EXEMPTION FROM AGREEMENT
(a) Any provision in an employment agreement which provides that an employee
shall assign, or offer to assign, any of employee's rights in an invention to employee's employer shall
not apply to an invention that the employee developed entirely on employee's own time without
using the employer's equipment, supplies, facilities, or trade secret information except for those
inventions that either:
(1) Relate at the time of conception or reduction to practice of the invention to
the employer's business, or actual or demonstrably anticipated research or development of the
employer; or
(2) Result from any work performed by the employee for the employer.
(b) To the extent a provision in an employment agreement purports to require an
employee to assign an invention otherwise excluded from being required to be assigned under
subdivision (a), the provision is against the public policy of this state and is unenforceable.
The World Wide Web is dying. Soon, we shall have only the Internet.
No its not. ANything done on company time and/or with company resources is normal. Things closely relating to the company done on off hours is normal (for example, writing a plugin for a piece of software your company makes). Off hours work not relating to company buisness belonging to the company is *NOT* normal. NEVER sign a contract like that.
As an aside- I don't think such a contract is legal in California, the state actually has worker protection laws for stuff like this.
I still have more fans than freaks. WTF is wrong with you people?
I was once handed a contract with a particularly abusive set of IP stipulations. Basically I swapped out all the references to employee and employer so that it said I would own the IP of all inventions of the company whether or not they were invented while I was at work, etc. and handed it back. He didn't flinch. He just looked at me sort of funny and took out the whole paragraph.
Ended up not working for that company, but that was because I'd gotten a better offer elsewhere.
Good judgement comes from experience, and experience comes from bad judgement.
- W. Wriston, former Citibank CEO
Yes, it's something to worry about, in the sense that nobody has any incentive to invent. The employees won't see a dime, if their bright ideas have to be handed over without question. Companies have no incentive, because they should be able to get just as good results for free. Besides, if they ask their new hires to innovate, the new hires will have to give all this neat new stuff to their former boss, not them. R&D has no value, when it is in nobody's interest to carry it out. In their pursuit of instant gratification and the "now" money, the people with business degrees are killing off the people with real knowledge. There is no long-term future for such a mindset. It consumes but never produces. In the end, it will starve itself and all around it to death. Those just graduating damn well should worry that there is a serious danger of there being no long-term future. Not just for a job, but for whole industries.
It's a small world and it smells funny; I'd buy another if it wasn't for the money; Take back what I paid (SoM)
Sure, go ahead and sign their contact. Then, be sure to weekly advise your new employer about a great new idea you have for [[anti-gravity device],[perpetual motion machine],[modern day Kama Sutra], ...].
âoeAny society that would give up a little liberty to gain a little security will deserve neither and lose both.
This is said frequently. But I'm yet to see any kind of confirmation.
Doesn't it make you feel good to know that our freedoms are protected by politicans, lawyers and journalists.
If it's a California-based company, the relevant law is California Labor Code 2870-2872. Those sections put limits on the extent to which that IP agreement is legal. Any attempt by the agreement to exceed those limits is illegal and void as a matter of law according to 2870(b). The employer is also required to give you, in writing per 2872, a notice that any language in the agreement does not apply to inventions which meet 2870's criteria.
California Business and Professional Code section 16600 is also relevant to the oh-so-common non-compete clauses.
Note that California's position is that, since these are law, the fact that an employee agreed to them does not provide an out for the employer. Just to be safe, however, when I had to sign those papers I wrote in a term saying that the agreement was subject to the limitations of those two laws before I signed.
No, no, no. If they refuse to remove the clause you should still accept the job, and then proceed to do what the contract states: "inform them of any ideas (related to the company or not)". Every single one. Written up in company time with a full explanation. They can have your idea for a hover toilet, or pajamas for sheep*, or a hyperdimensional toothbrush, or .. well you get the idea. Well, they do. I doubt you'd get much work done though.
The best bit is that even if they fire you for doing no real work, you can still bill them for a year afterwards. After all, a contract that requires you to work on their behalf wouldn't be fair if they didn't pay you for your time.
* This one probably exists already. Sorry boss!
http://twitter.com/onion2k
I wouldn't know. I don't sign contracts that contain that type of language, except in very specific instances such as being hired to develop something VERY SPECIFICALLY spelled-out. I won't sign anything that says "anything I ever think up or do ever in my life while employed by FUCKWAD INC or not is FUCKWAD INC's property." Anytime an employer tries to stick that type of language in front of me, I either cross it out, re-write the contract, or walk out the door.
What I don't get are pussies who go ahead and sign it.
Don't you have any backbone?? Where are your balls???
(Apologies to folks who actually don't have balls)
Working is a TWO-WAY street. The company needs YOU a lot more than you need the company. But they've brainwashed you (us) into thinking its the other way around. If a company can't hire talent (people who can do things the company can then sell)-- where does that leave the company?
Sure you think, "They'll just find somebody else". And yes, you're probably right-- someone SPINELESS, without BALLS no doubt.
But if everybody with talent just said "NO". I GUARANTEE there would be panic on the 57th floor of every FUCKWAD INC company, everywhere. If you (we) ever really WISED UP and realized that we are FAR STRONGER as a collective than they are as a BAD-ASS MONOPOLY-- there would be a huge reckoning fixin to happen and a new deal to negotiate.
Companies say things like "Well, that's our policy"
FUCK THAT. Policies are words on paper. They're not LAWS. They're not morally GOOD or WRONG. They're just a memo that some pin-headed HR manager cranked out on a Tuesday afternoon in between blowing her boss under the table (or maybe it was his boss) and sucking up. They parade them around like Moses himself brought them down off the mountain-- but they only have POWER if you ALLOW THEM to have power.
YOU (and I) can have policies too. You can deliver them like they're made out of stone too if you want. Try it sometimes, its kind of fun.
Of course, its all about negotiation and who wants what more-- brinksmanship. Whoever blinks first tends to win. You say "I'll do this and that but not these other things". The company says "Its our policy that employees will ya ya ya". You say "Its not MY policy" and tell 'em how many ways they can fold it and where they can stuff it... with FEELING.
Working, no matter how menially, is a CONTRACT between you and your employer. Even working at McDonalds you have collective power if you only choose to use it. If enough people said "We're tired of working for pitiful wages and doing all your lacky work for nothing", McDonalds would have no choice but to work to find other labor-- and if it wasn't available-- they would have to capitulate.
Think about it another way-- next time you go in for a job interview-- hand them a list of "POLICIES"... they'll probably spill their coffee when they get to the one "Everything they've ever invented, dreamed up or thought about, past, present or future, whether you were in the premises or otherwise, now belongs TO YOU".
What an ARROGANT, EGOCENTRIC, TOTAL ASSHOLE thing to demand. They won't like it anymore than you like it. THEY won't sign it, and neither should you.
There are REASONABLE demands that you can choose to agree to (if you want)-- non-disclosure, non-competition-- both for a LIMITED period of time, and in LIMITED contexts-- maybe agreeing not to go work for a competitor withing a REASONABLE period of time. But you can demand stuff too-- like a GOOD WORKING ENVIRONMENT, Access to all of the TOOLS and MATERIALS you need to do your job. A guarantee that some PRICK MANAGER won't try to jump down your shit while you're trying to get stuff done. Solid REQUIREMENTS and REASONABLE DEADLINES. A good vacations and mental days.
They want shit-- you want shit. You look over their terms and say "That's okay, that's not". They'll look over yours and say the same thing. When you're done, if there's a deal on the table you can both live with, then t
It's a question of who has more legal representation. Sure, it's obvious that the federal government has been illegally wiretapping domestic phones for ten years or more, but they have the US Atty General to say,"No. Sorry. Everything we did was a-okay by me."
The average employee who needs a job at the level at which these sorts of agreements are handed out can't afford to hire a lawyer who would be willing to risk his professional reputation riding up against a corporate entity. The fact that it's a corporate entity alone ensures that they will have the legal support of any banks, investment brokerage houses, and insurance companies with which they do business.
In any case, even if the agreement is invalid, what reparations can the average employee hope to claim? These agreements are rarely used directly. They're used more as enforcement measures. A legal battle may curtail one or two specific points of the agreement itself but, within the workplace, the psychological atmosphere created by these agreements is far more pervasive, and damaging, than specific ownership of a few hundred lines of code.
Try telling a Vietnam POW that his imprisonment was illegal and he should've been paid for working in the rice patties. Well, no sh*t, but how is that going to make up for twenty years of being locked in a bamboo cage, in the hot sun, being fed rancid meat and constantly poked, prodded, and beaten by the prison guards?
the NPG electrode was replaced with carbon blac
I don't encounter this as much as I used to but there are two approaches which seem to work (depending on who you're dealing with).
Both are aimed at giving them what they're entitled to - your ideas and inventions that come from work you do for them and are related to it during the term of the contract, and keeping what they're not - everything else.
1. Large bureaucratic company.
Very carefully scratch out words so that they keep only work related stuff, initial it, hand it back without comment. You'll never hear about it again.
2. Small/medium company
I once explained this directly to the owner of a medium sized software consulting company I worked for once (they're still around, very well respected, and I still know the owner and our relationship is fine). I pointed out that the language in his boilerplate was far too broad:- claiming copyright over family snapshots, emails on my own private account, contributions to open source projects I dabbled in on my own time, hardware projects I undertake as a hobby, musical performances and compositions I make on the weekends in jam sessions and so on, none of which was of any possible interest to him.
I went on to say he could have everything that was his, and was not at all interested in harming his rights to it, and had no interest in taking it from him.
I suggested we restrict the language to inventions blah, blah "arising out of or related to the work" involved in the contract. He agreed on the spot and changed the words himself.
IANAL but I believed this is called "equity" aka fairness.