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Non-Compete Agreement Beyond Term of Employment?
stellar7 writes "I work in IT for a large company. They have recently asked me to sign a new non-compete and confidentiality agreement. I signed an agreement when I began employment, but now they want me to sign an updated one. Behind the link are a few paragraphs from the new agreement. It states that the company has a royalty-free license to any 'Invention' I create including up to six months after leaving (and the company fully owns any Invention that relates to the company in this same period). Has anyone signed a similar agreement that reaches beyond the end of employment and includes things not related to the business?"
A. Employee shall promptly and fully disclose in writing to [Company] any inventions, improvements, discoveries, operating techniques, or "know-how", whether patentable or not (hereinafter referred to as "Inventions"), conceived or discovered by Employee, either solely or jointly with others, during the course of Employee's employment with [Company], or within six (6) months thereafter.
B. Employee shall, on the request of [Company], and hereby does, assign to [Company] all of Employee's right, title and interest in any of the Inventions which relate to, or are useful in connection with, any aspect of the business of [Company], as carried on or contemplated at the time the Invention is made, whether or not Employee's duties are directly related thereto. [Company] shall be the sole and absolute owner of any of the Inventions so assigned. Employee shall perform any further acts or execute any papers, at the expense of [Company], which it may consider necessary to secure for [Company] or its successors or assigns any and all rights relating to the Inventions, including patents in the United States and foreign countries.
C. [Company] shall be the sole judge as to whether the Inventions are related to or useful in connection with any aspect of the business of [Company] as earned on or contemplated at the time the Invention is made and as to whether patent applications should be filed in the United States or in foreign countries.
D. [Company] shall have the option of taking a permanent, royalty-free license to manufacture, use, and sell any of the Inventions conceived or discovered by Employee during the course of Employee's employment with [Company], or within six (6) months thereafter, that are not assigned to [Company] under paragraph B. of this Agreement.
A. Employee shall promptly and fully disclose in writing to [Company] any inventions, improvements, discoveries, operating techniques, or "know-how", whether patentable or not (hereinafter referred to as "Inventions"), conceived or discovered by Employee, either solely or jointly with others, during the course of Employee's employment with [Company], or within six (6) months thereafter.
B. Employee shall, on the request of [Company], and hereby does, assign to [Company] all of Employee's right, title and interest in any of the Inventions which relate to, or are useful in connection with, any aspect of the business of [Company], as carried on or contemplated at the time the Invention is made, whether or not Employee's duties are directly related thereto. [Company] shall be the sole and absolute owner of any of the Inventions so assigned. Employee shall perform any further acts or execute any papers, at the expense of [Company], which it may consider necessary to secure for [Company] or its successors or assigns any and all rights relating to the Inventions, including patents in the United States and foreign countries.
C. [Company] shall be the sole judge as to whether the Inventions are related to or useful in connection with any aspect of the business of [Company] as earned on or contemplated at the time the Invention is made and as to whether patent applications should be filed in the United States or in foreign countries.
D. [Company] shall have the option of taking a permanent, royalty-free license to manufacture, use, and sell any of the Inventions conceived or discovered by Employee during the course of Employee's employment with [Company], or within six (6) months thereafter, that are not assigned to [Company] under paragraph B. of this Agreement.
When I left Microsoft I was told that I was not to divulge the secrets of Microsoft Bob or Windows ME until the year 2050. FIRST!
Yeah, my karma sucks....but so do the mods.
Seriously, ask a lawyer, not slashdot. I highly doubt a contract like that is enforceable (seriously, they own work you create for your next employer?) but I would talk to a lawyer. And I wouldn't even think of signing it.
Do you have ESP?
I've signed all sorts of stuff like that. Never had a problem. As for the 6 months bit, it's not like you can get a patent in under 3 years.. so I don't see the point of it. Generally, leave the lawyering to the lawyers.. if they're going to sue you, they will, no matter what your contract says.
How we know is more important than what we know.
I'm wondering if there are any federal restrictions imposed on contract law in the States / Canada / Europe / anywhere else when it comes to inventions being the property of the company... It seems strange to me that, if you make something on your own time, it's the property of the company. That sounds kind of megalomanicial on some level.
Sometimes I wonder if I think too much.
Take it home.
Cross out the parts you think are ridiculous.
Sign it.
Return it.
It wont matter a whole lot. Continued employment does not count in that either. Are they giving you a raise?
Most companies employ large docs like that with sweeping legal obligations that would never actually be held up in court. If you actually have an invention in mind, talk to a real lawyer. otherwise just ignore it since it is meaningless (get the raise or extended vacation for signing it though)
The phrase "more better" is acceptable English. suck it grammar Nazis
Contracts must be a two way street to be legally binding. What do you get in return for signing this? More money? I'd guess not. If you want to see an interesting blank look on your boss' face, ask him what you're getting in return.
Ask if you'll be fired if you don't sign it. That'd be interesting, too. Contracts made under duress are also not binding.
I would say that I'm not a lawyer, but I'm not a fucking lawyer and so I don't have to put stupid legalese into my posts!
expandfairuse.org
I am not personally in the IT field, but I know several who are and they have never been compelled to sign anything close to this. Either you are one innovative dude, or your company is going draconian. To me sixth-months is a ridiculously long time after termination. At six months after the fact you would be well beyond any compensation or capital from the company, be it severance or whatever. This sounds like a very raw deal. If you plan on doing anything particularly innovating I'd move on if possible. If that's not feasible, I feel your pain.
I got a catholic block.
Personally, I'd leave, but your situation is up to you.
Any company that would try to get these kinds of agreements from you is only interested in you in a predatory way. Either you are OK with taking it up the backside, or you need to bail. This kind of action can only really serve to generate ill-will between the company and its staff, and will cost the company far more than it would ever "save" by doing this.
Again, I'd bail - sounds like your company is beginning to eat its own young, and that spells for long term danger. At the very least, it's not an environment where YOU will be trusted, respected, and appreciated. It's up to you what these things are worth.
I have no problem with your religion until you decide it's reason to deprive others of the truth.
"Except as provided in this chapter, every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void."
The rest of the relevant chapter addresses mainly those instances where one sells an interest in a business. In those cases noncompetes are enforceable.
California courts routinely void noncompetes under B&P 16600.
No Inflation Taxation without Representation
Check with your lawyer, cross out the bits you don't like and initial them (or just send back a signed version that you've fixed).
I wouldn't sign a contract like that...
"Nothing strengthens authority so much as silence." - Charles de Gaulle
I'm not going to try and search for it, but some time ago I recall a case coming up on Slashdot in which a company had went through federal courts to obtain intellectual property for an invention which their (former) employee had in his head. He hadn't patented it yet, it wasn't related to the company in any way and he had thought this up on his own time, yet they still took him to court and won the idea in his head.
So, regardless of the contract, federal law is on their side. As for the six months thing, how are you going to get a patent that fast?
You could modify the agreement by striking out the "or within six months thereafter" clauses and sign it. There's a chance that it'll be sent only to a paper-stamper who is responsible for checking signatures off a list, and he might not see your modification. Of course it's more likely your boss is on the hook for collecting signatures, and he'll note your changes. You could try convincing him that the agreement is unfair, and that your changes are just.
You could try ignoring it. See if they follow through on their threats.
You could talk to your coworkers and organize yourselves to collectively say "we're not signing this." If an entire group said "no" you'd scare the crap out of management. Of course you'd likely all be labeled "troublemakers" or "union organizers" and be lined up for rapid replacement.
Or you could shut up and sign it. Unless you've got another job in your back pocket, the market's kind of thin these days.
John
If you lived in Illinois, these paragraphs would be completely null and void. I can't speak for other states.
"To those who are overly cautious, everything is impossible. "
Well if they would include you in the payroll for another 6 months after your resignation then all the better.
Seriously, I had seen contracts that prohibits you to be employed with a competitor within 6 months after the termination of your contract but this one is BS. This could/would conflict with your current employer's contract. I don't think the last one is really enforceable, IMHO.
If you won't get into trouble if you don't sign it, then don't. Otherwise as others pointed out, ask a lawyer....
I was once faced with a new agreement that I disagreed with as it granted too much invasion of my privacy and loss of my rights to my employer. It was presented with a "sign or be fired" concept. I altered the document with a change to the final line with a single word. It then read "I do not agree with the above conditions". I signed it and handed it in. No one ever noticed.
Just because the company presented you with a contract does not mean that you have to accept it as is. You can negotiate changes to it. However, as mentioned elsewhere, lawyer up first.
When our name is on the back of your car, we're behind you all the way!
Why should you treat them any differently than how they treat you? Just go along with their game and don't think up anything that they can use to advance the company.
Write down all your ideas at home when you're not working, or on your own laptop. Don't think about anything interesting at work. Then at 6 months and 1 day announce your invention.
Slavery is illegal in this country... and an agreement like this is essentially financial slavery.
The idea that this kind of control over IP can extend beyond the scope of employment is, unfortunately, fairly typical. I think it's worth trying to fight. I haven't heard about trying to extend beyond the duration of employment, too -- that's just absurd.
Maybe it's possible to ask for increased compensation -- say an extra six months -- in exchange? If they really think that the intellectual property you'll create is worth it, that seems to be a first attempt at fairness.
In any case, in IT, are you really in the position to be creating that much intellectual property? Lots of companies are trying to shove agreements like this down employee's throats, without thinking about the consequences. Unfortunately, most people just sign blindly.
It's a bit overused, but might this be reflective of the atmosphere of American consumerism? Nobody wants to create content anymore... we'd like to just consume media. I hate to say it, but I think this all comes full circle into the file sharing debate:
People today don't sufficiently value intellectual property.
This leads to the problem with pirating electronic media, but also seems to lead to the situation where people don't stand up and refuse restrictive employment contracts like this one.
--
Educational microcontroller kits for the digital generation.
In this age of one-sided "click here to agree to the e-terms," don't forget that you have the right to cross out any contract items you don't agree with. You already have your employment.. if they don't like it, that's their problem not yours.
You're already working there, and they want you to sign new conditions? Fuck that.
-jcr
The only title of honor that a tyrant can grant is "Enemy of the State."
We see this like every 6 months to a year. The answer is always one of three things...
Consult a lawyer.
Find a new job.
or something to the effect of...
Cross out or amend the items in question. Initial the changes, then sign the document. If they don't like it see 1 and/or 2.
No sig for you!!
For example, , inventor of blue-light LED.
Nakamura successfully sued his company over the bonus, settled for 840 million yen (more than 7 million US).
Figure out what the agreement is worth and ask them for compensation. If they want 6 months of your "inventions" after you leave employment, they need to pay you 6 months salary, or a reasonable portion thereof, up front.
Since you didn't agree to this new contract when you were hired, you should have your pay adjusted accordingly.
Good heavens Miss Sakamoto - you're beautiful!
http://www.google.com/search?q=Employee+shall+promptly+and+fully+disclose+in+writing+to+any+inventions%2C+improvements%2C+discoveries%2C+operating+techniques
The non-compete I signed when I joined Apple actually referenced that part of the California code, and was quite fair, as I recall. It said that they owned any inventions I came up with while working there that were pertinent to their business.
-jcr
The only title of honor that a tyrant can grant is "Enemy of the State."
have some fun and edit the document. for instance change the text to say... "A. Employee shall promptly and fully be treated as God on earth and be given everything imaginable [Company] any inventions, improvements, discoveries, operating techniques, or "know-how", whether patentable or not (hereinafter referred to as "Inventions"), conceived or discovered by Employee, either solely or jointly with others, during the course of Employee's employment with [Company], or within six (6) months thereafter." If the president of the USA can have signing statements why not you? Make yourself their new CEO
I suggest the following website: http://www.dice.com/
If someone is passing you on the right, you are an asshole for driving in the wrong lane.
I would say that those terms are entirely reasonable if the employee volunteers to leave the company without being requested to resign or coerced into quitting.
Those terms are entirely UNreasonable if they apply even if the employer lays off the employee or otherwise does not leave the reason for leaving as the responsibility of the employee
I'd make that clear with your employer if I were you.
File under 'M' for 'Manic ranting'
When my wife quit working for one outfit and started for another, she got a nasty letter from the previous outfit's lawyers. They threatened to sue if she didn't quit immediately.
In Ontario (Canada) the law society has a service where they will refer you to a lawyer with the right specialization. My wife contacted one of the lawyers on the list. He looked at the contract and said something in lawyer that translated as: "This is crap". For a couple of hundred bucks he wrote a letter to the other lawyers and that ended the threats.
YMMV, the law being what it is. The relationship between an employee and an employer can be seen as unequal and judges often use that as a reason to void contracts that are too one-sided. If it becomes an issue, find a lawyer who specializes in such contracts (ie. not the one who handled your last house purchase).
What are your inventions worth to you?
It's a personal question. For me, they mean everything and I don't work in the industry for this reason.
Regardless, they are asking you to renegotiate the terms of your employment.
You should work out how much invention rights are worth to you. Then sign a new contract for an amount greater than that. If your a half decent negotiator this should be no problem.
That clause applying 6 months after employment termination is in my opinion unreasonable. I wouldn't even consider it unless they were willing to payout 6 months salary upon the completion of your employment contract for the term that you will be unemployable.
Of course, every company is different, so this may not apply to you, but... when I was handed something similar, I told my immediate boss, with whom I was on pretty good terms, that I was not really happy with some parts of it and I'd need to discuss it further. Then I took it back to my desk, tossed it in the corner, and kept working there for a year before I moved on to bigger and better things.
Rex is 09 F9 11 02 9D 74 E3 5B D8 41 56 C5 63 56 88 C0
Yeah - but owning the IP you create while working at a company is a quite a bit different than not competing with them. Certainly Apple's attorneys are aware of all the nuances of this law, and I would certainly expect a provision along the lines as the one you signed to be fully enforceable.
No Inflation Taxation without Representation
Any open source stuff you do? Company's.
For that matter, partial copyright for any contributions to open source projects? Company's, which could really hurt anything you work on.
This taints you in a way that would make you useless for any innovative work done within that six week period, even for another company, because under your contract, it's the de facto property of your former employer.
This smacks of the wording of a recording contract. All future songs belong to the company, even before they're conceived.
Unfortunately I think this is pretty standard wording for these sorts of contracts; I remember signing one when I was working for Stream back in the day (and while it concerned me then, they neither know nor would care about anything I might have done in the meantime).
Be careful. Make sure the job and the company is worth it for you. Otherwise, they've got you by the balls when you quit.
It's better to vote for what you want and not get it than to vote for what you don't want and get it.
- E. Debs
The 6 months clause in this agreement is ridiculous. If enforced, it means that you couldn't work in any other job where you produce IP of any sort for the 6 months after you leave because otherwise anything you create for the new company is at risk of being claimed by the old company. The same goes for working for yourself, anything involving the creation of IP will be put at risk. The contract may well not be enforceable, but even so it is better to be on the safe side and not have to ever go through the process of getting a court to decide that it isn't enforceable. If the company really does desire this restriction for some reason then that's fair enough, but to compensate for it, the company should agree to maintain your pay at the level it was when you left for a period of 6 months. Now, if you do go and do a job that doesn't involve creating any IP for those 6 months, e.g. flipping burgers, then they could just top up your pay to the level it was rather than continuing to pay the whole lot. You can point out that because you are getting fair compensation for signing the agreement that there is a much greater chance of it being enforceable as well, so if the company really does need this for some reason then the modified agreement benefits both of you.
I had to sign one of those a few months back. Actually had a chance to sit down with my employers legal staff as I had concerns dealing with independent php development I do. This sounds a lot like the wording I read. If your concerned Sit down with the company legal staff. If they are unreachable or very difficult to understand, Get a Second Opinion. But let your concerns be known. With my company it was as long as I did not write anything to compete with them or anything that could be based off of anything currently in use or in current development & future plans of them. If your personal stuff has nothing to do with your work then I would not be to concerned. Also on the patents, if you build a better mouse trap and if your work for a bank. They have no legal right to touch your patent. But if you develop a more efficient / secure ATM software then they can take it.
Any 'discovery', operating technique or 'know-how'?
So if you use the 'operating technique' of testing both ends of a patch cable, and when you re-crimp it your 'know-how' includes taking a notch out of a side of the sheath so it holds better in the plug, are you required to sit down and write a letter explaining this?
Considering the rate of change and new product introductions in IT, I'd guess I learn at least one or two new things a day which could be considered operating technique or know-how. Being required to submit my new knowledge in writing every day would severely curtail productivity.
California Labor Code Section 2870. Application of provision providing
that employee shall assign or offer to assign rights in invention to employer.
Any provision in an employment agreement which provides that an
employee shall assign, or offer to assign, any of his or her rights in an
invention to his or her employer shall not apply to an invention that the
employee developed entirely on his or her own time without using the
employer's equipment, supplies, facilities, or trade secret information
except for those inventions that either:
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
Result from any work performed by the employee for his
employer.
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 second issue is that, in some states (like Calfornia), you are not required to agree to binding arbitration in a dispute even if your contract stipulates binding arbitration. In California, an appeals court declared that binding arbitration in any contract allowing a full court trial by a company filing suit against an employee is null and void. In the case of David Abramson vs. Juniper, the appeals court said that allowing a court trial by the company against an employee but disallowing a trial (in favor of binding arbitration) by an employee against the company is unfair and invalid. If a court trial is allowed in one direction, the trial must be allowed in the other direction.
In other words, if your former employer attempts to intimidate you (with high-powered company lawyers) into signing away your invention (produced after termination from the company) to him, then you can sue your former employer for harrassment. You do not need to agree to binding arbitration. You can sue your former employer in a full court trial.
Most American companies, like Juniper, are ruthless. So, know your rights. Contact the labor departments of both the federal government and the state government. Talk to your lawyer.
By the way, does anyone know how the lawsuit by David Abramson against Juniper is progressing? The appeals court granted him the right to sue Juniper in a full court trial.
Why this should NOT be allowed:
Suppose some evil son of a gun owns a big huge multinational corporation. Suppose said evil son of a gun is yours truly, Mr. 1337z h4x0rz... I could write up a non-compete agreement that every employee had to sign that basically said "All your base are belong to us" in legalese, meaning that anything the person does, for the remainder of their life, is the sole property of ME!!! Bwaaa haaa haa haa haaaahaaahahahahahahahahaha!!!!
I am not a lawyer but I would assume that in the United States, the general viewpoint is that people have a right to work and earn money from their trade. Therefore if you quit or get fired from some company, as long as you're not doing something blatantly evil like copying stuff that you were doing at Company A in order to benefit Company B (or, say, to start your own business that does the same thing), I think it would be up to a court to decide, and it would probably decide that the whole agreement isn't worth the paper it's printed on.
If you decide that "6 months pay" is what this is worth (which, frankly, is what I think it's worth), then don't forget benefits.
In particular, think about what you would miss if you were forcibly unemployed for 6 months. Think about:
1.) Health insurance. The big one. Require they cover you under the terms in force on your last day of employment.
2.) Inflation: Index any payments to some inflation index. Either your base salary, the CPI, or ideally the higher of the two.
3.) Okay, there is no 3.
Anyway, don't take your annual salary, divide by two, and insist on that. Aim higher.
And if you're seriously thinking about negotiating this rather than just laughing at them, see a lawyer. A good one. It's worth the money if you're going to stick this out.
Personally, I'd refuse to hire you for 6 months if you had this agreement in the past, and I'd consider you duty-bound to disclose it. Don't sign it.
I personally like the "strike the objectionable parts and return it. See if they notice". Don't forget to keep a copy. Consider getting a non-interested witness to initial a copy of the document that is made right after you make the modifications and sign it. A notary might be useful here, too.
Good luck.
I am definitely not a lawyer. That said, assuming you decline to sign it, if they try to fire you only on the basis of not signing a new contract when you are already employed would be highly questionable and I can't see any judge in his right mind siding with your company. That said, before you decline to sign it make sure there is no other reason for them to find to fire you. Because believe me they will look.
Completely anecdotal, I dated a director of HR. And I can tell you, in general, they do NOT look out for the employees. In this day and age they are no longer the "brokers" between management and employees. Their sole purpose is to do the will of the upper management. And if that means looking for a reason to terminate you, they WILL find one, even if its something as lame as you came to work late a few times in the past few months. You would be amazed at the things that get filed into your employee records, even without your knowledge.
So ultimately, if you are going to decline to sign this thing, make sure you go to HR and ask for your files first and make sure there is nothing in there that they can use against you to justify your termination.
Why is it that dumb sales people don't have similar restrictions on their business contacts? Smart people seem to get screwed on IP. If you have IP restrictions, then so should everyone else at your firm, and you should all get paid a lot of money for it.
One of the companies I used to work for tried to get me to sign an "updated" contract.
I told them, "I already have a contract and I'm happy with it. There are termination measures in the contract, but I don't think any of the issues apply (gross incompetance, etc)."
Legal freaked out. They told me I must sign the new contract or else my employment would end. I said, "The contract I am working under has no expiration date and I don't see any provisions for updating it. As I said, I'm happy with this contract, so unless you offer me large concessions I don't really feel it's in my best interest to sign another one".
Legal freaked out again. They said, "Everyone has signed this contract. You are the last person. You must sign it."
I asked, "Are you saying that you will fire me if I don't sign this contract?"
"Well, no."
"Good because I like the old contract better."
End of story. Never heard from them again.
the clause that claims ownership of IP after you leave would be a breach of the trade practises act. I learned that in a university course only a week ago.
This contract of course also would give you full salary for 6 months after you stop working at the place ? Here in Denmark, you need to get compensation for any non-competition clause in the contract. After this happened, most have gone from the contracts.
Go and negotiate the 6 months salary after you stop, or have them delete the thing about you working for them 6 months after you stop.
I think that it could be said that, if they threaten punish you for not signing on to this contract, they are unilaterally changing the terms of your employment in a very nasty way. Talk to a lawyer about this.. You might have grounds for a constructive dismissal suit, because I don't think that any sane person would sign onto a contract like that without lots and lots of money up front.
The other thing to remember, is that everything is negotiable -- but be warned... if you actually negotiate with them starting with this contract, the other icky things in there (and I'm sure there are..) which come back to bite you may be all the more strongly interpreted by a later court because you had a hand in negotiating the contract. I think that the best thing you could do (though be warned: IANAL -- I'm not even American!) might be to simply baulk at the contract, and presume that the one you originally signed will do the job.
I Seriously doubt that signing any contract that they place on your desk was part of your original job description. They can ask you to gratuitiously sign a new, seriously hobbling contract in the same way that you can ask them for a 100% raise. In either case, saying no is not likely to be actionable.
I would, however, keep a contract of the egregious contract for future reference.
OS Software is like love: The best way to make it grow is to give it away.
My company routinely provides me with new and updated agreements that make absolutely no sense to me and which "need to be signed by End Of Day Friday."
I used to take them seriously until the one where I grant the company the right to enter my home and go through my stuff whenever they want.
Ever since then I've either just outright ignored the thing, or edited out the parts I don't like, signed THAT and sent it in.
That was about 4 years ago and nobody seems to really care or notice. YMMV, of course.
In the land of the blind, the one-eyed man is kinky.
Or it's just a company whose executives have better things to do than read the fine print on whatever generic legal documents their counsel gave them. Why not see if they care if he tells them he won't sign the 6 month part first.
If you liked this thought maybe you would find my blog nice too:
I personally would not sign this as-is. I'd cross out the ludicrous parts (like the 6 months post-employment), or amend (e.g, section B should only apply to IP conceived during the period of employment), then sign and return it. If they don't like it, I'd either get a lawyer or a new job. You already work there, so that creates a bit of a hurdle for them; I suspect not many companies would risk firing people over refusal to sign a document of questionable legality (not to mention ethics).
The more secure you feel about your skills and ability to find a new job, the less you should be concerned about refusing such a contract.
At my job, I'm paid for the 8 hours of work per day that I'm there, five days per week. That's 40 out of the 168 hours per week. There's an understanding that anything I do outside of those hours is my own business. If I come up with something at home that benefits the company (i.e. figure a solution to a problem), that's their bonus.
If the company is willing to pay me for another 128 hours per week, then we'll talk about owning things I don't do at work. If they want to offer a severance package worth 26*168 hours of pay, I might be able to consider pre-signing 6 months of post-leaving inventions over.
The place I work encourages us to do our own projects for ourselves on our own time, and encourages us to use the skills we've learned (minus confidential trade-secret type stuff) at wherever we end up working next. I guess the place is kinda old-fashioned in the "let's make people want to work here" area.
-- I prefer the term "karma escort."
I am no lawyer but I just finished a business law class in college.
Basically a judge can throw out such terms if he or she finds such terms negative and unfair for your employment. There are limits too in most states but I do not remember the time lines exactly for which you can't work for a competitor or share any ideas.
THis form of contract law a NCA is very subjective compared to most contracts so the judge himself can decide. This appears really one sided towards the employer only so likely most of the terms nullified. But still that is money on your part if your ever taken to court.
http://saveie6.com/
I know a lot of people will advise you to consult a lawyer, but my advice, as one who has consulted lawyers far more often than I'd wish to have had, is not to.
First of all, the law is not nearly as clear-cut as geeky programmer types think it is. As a rule, the law is roughly speaking some mash-up of what the legislature wrote, what the judge thinks ought to be so, and what a jury of random folks majoring in theater and journalism at the local community college think it ought to be. Hence a good lawyer is probably not going to be able to give you an precise and definitive answer on all your what-if scenarios. Instead, he'll probably agree with you on general grounds that the contract is evil, vicious, and you are a noble person dreadfully wronged blah blah (this is just advertising, an appeal to your vanity, so you won't forget him when you someday need a lawyer). If you press him on specifics, the most he's likely to do is tell you roughly how he would argue the case against the contract if he needed to, but he's unlikely to guarantee it will work.
Secondly, aside from satisfying your injured pride, what would be the result of asking a lawyer and setting yourself back $500 or so? Suppose the lawyer agrees it's a smelly contract, and a court might rule this or that aspect unenforceable, if push came to shove? What are you going to do with this information? Go to your boss and say Ha! All your base are belong us! and he's just going to say Curses! Foiled again! and tear up the NDA, maybe give you a raise for showing initiative and helpfully pointing out the folly of the company's ways? I mean, as opposed to marking you down as a pain in the ass who needs to be shitcanned at the first opportunity, like maybe right now? Your feelings would probably be more effectively soothed if you spent that $500 buying pretty girls drinks in a club.
Finally, if you just have enough mental discipline to keep your mouth shut when you need to, this doesn't matter anyway. Suppose you do have some kick-ass wonderful idea while you're working for this bunch, and you decide you want to take it elsewhere. All you need to do is not keep notes on your idea in your office (duh), not work on it using company computers and networks (duh), not talk boastfully about it around the water cooler -- this is the hard part -- and just generally keep your thoughts to yourself as long as you work there and for six months afterward. When your killer idea takes the world by storm it's going to be up to your former employers to prove in court that you had the idea eight months earlier, when you still worked for them. But without the evidence you've carefully avoided providing, they're screwed. They can't read your mind.
As for the ethics involved: anyone who gives you a contract like that to sign has made their lack of morals completely clear. You owe them no consideration in return whatsoever. Indeed, if you used them to pay your rent while secretly working out your brilliant idea at home, they'd have only gotten what they deserve.
I'm in California, and I typically just sign those things with a rider, "not legal in California, and if that changes, I expect to renegotiate the contract." They don't seem to care. I even point out my notes, in case they're just oblivious. But they care later, though. One particularly bad company I used to work for issued a ruling that no one could own or work on "any Web sites, including personal ones."
I told them that it wasn't legal. They said that there were moonlighting exemptions in California law, so that they could prohibit it. We argued for a while about what was considered "moonlighting" and how the hell a personal site could qualify, then finally I shrugged and said, "I exempted myself in our legal agreement." They checked, and boy were they pissed. I kept my sites running, while all the other employees shut theirs down or got really quiet about what they were doing.
If you're not in California, I would say that you should strike out the lines you don't agree with, sign it, and turn it in. If their lawyers freak out, they'll come back to negotiate more with you. You'll have to decide if you want to play hardball. They could fire you if they think you're not worth the trouble. I typically have enough job offers that I call bluffs like that, but I feel that it's a dangerous lead to follow if you really need the job. Good luck.
My Greasemonkey scripts for Digg &
In Australia this sort of condition is not enforceable from what I've been told. However you may need deep pockets to fight it!
If you have to sign it to keep your job, I'd start flooding them with paper work. Go out with your friends for beer and start coming up with crazy ideas. Scribble them down and then find out who you're suppose to send them too. Maybe attach a letter saying that if they don't respond in writing in 30 day that you will assume you have the right to pursue the ideas on your own time without the company owning them.
Lather, Rinse, Repeat
Randomly distributing Karma whenever possible.
I can tell you that as an employee of the University of California system, you sign over all copyrights and patents to the UC Regents that are created using University resources. It's not very draconian because the "while using University resources" part ensures you can safely patent/copyright anything you want - just on your own time with your own computers. Plus most of the copyright stuff goes public domain or something very close. Definitely no non-compete agreements.
Three rights make a left. Freedom of speech, freedom of the press, freedom of assembly.
Yeah, I've signed several ridiculous papers - but I live and work in California, and I know they are unenforceable. I figure some lawyer somewhere was told to write a contract that would do thus-and-so, so they did. To hell with whether it was enforceable or not. The odds of my bitching about a dumb contract making a good impression on an employer or making it up the chain and getting something changed are about nil (given that these usually come with short-term contract gigs in my case).
There was one job where that kind of happened, though. I skimmed the contract (because I don't much care what they say), pointed out some of the things that were clearly insane while my boss's boss and some flunky hovered. The flunky took interest. I read a few sentences and said "Look, this essentially means that you get my work on my hardware on my time for free, even if it has nothing to do with you. That doesn't fly." He replies "that amounts to slavery - that isn't possible." "Right. Whatever. Who wrote this crap?" "I did."
It's fortunate that I have generally worked for smart, reasonable people. I signed the ridiculous contract and we all got on with our lives.
Being asked to sign something like that is insulting, disrespectful and just plain wrong. --The argument that, "Because we provided the knowledge and experiences during their time at our company, employees owe us all their resulting thoughts and actions," is deeply flawed. --Disney makes employees sign similar agreements with regard to any ideas or drawings they come up with even in the privacy of their own homes after work hours; (Does a script or drawing an animator makes result from having a desk under a Disney roof or do ideas possibly have something to do with their unique imaginations and personalities and the supreme effort it takes to create something new?) If a company really thinks that creativity comes down 100% to the resources provided, then perhaps employees should just sit at their desks and drool and see how much salable output results. At the very least, there should be a profit sharing model in place, (beyond the regular paycheck, that is!). CEOs should kiss the floors walked by the people who form the life-blood of their companies, and employees should be offered appropriate compensation for their efforts. But no. Instead, you are referred to as, "Human Resource Material" on some business plan you'll never see.
Reasonable discussion simply cannot take place when your employer would bleed you dry and eat your liver if they thought they could legally profit by it.
Some days I wish I were Batman so I could perform some "ethical cleansing" with impunity.
Seriously. There are many other ways to forge a happy living. Get the heck out of there and tell your boss he's a spineless piece of shit for not doing the same when he was told to hand out those new contracts. That's my advice.
-FL
is shooting itself in the foot. If the company had half an ounce of common sense they would realise that offering this contract to a smart person is the best way to get the least from them.
Every programmer, every artist and every designer builds up a set of knowledge and skills during their career. As they get older and more experienced they take that knowledge with them. That's why they get paid more as time goes by. Let's say you're any good. Let's say your're actually a damn smart person with loads of ideas, someone who can push forward the technology of the company in leaps and bounds - that's why they hired you right? When you join the company you bring with you far more than you can take.
Now you sign a contract like this. It's career suicide and you know it. From the moment your signature is dry you have one choice of behaviour. Anything you do or say that is remotely useful, any of your hard gained experience and knowledge that you divulge, they can claim yo "own". So you do this... Each day walk into your office and do FUCK ALL beyond the minimum needed to avoid being fired. Don't develop any new ideas that you can't read in a published textbook or journal. Don't discuss anything that might be innovative or patentable with your colleagues or bosses. Keep all your thoughts and ideas in your head, kick back and relax. If there's a good way to solve something and you can think of a bad one that at least looks like you're trying then use that one instead. Analyse the mistakes and failures of the company, all the while keeping a mental note of how you *would* solve them. Wait 6 months and then go to work with someone who respects you for what you can offer right now, not what they think they can own in the future.
btw, if you sign it you're a fool.
Make sure that THEY understand what you consider YOUR IDEAS that differ from their ideas,
and make sure you agree to the other shit they will try to sneak in.
Remember : THE LARGE PRINT GIVITH, THE SMALL PRINT TAKETH AWAY.
A few years ago, a subsidiary of the Ford Motor Company tried this on me. I did not take the job. I was broke for over a year, but I still would not take jobs on conditions like that.
Sent from my ASR33 using ASCII
Yup. First, talk to a lawyer. This costs 30 min of his time, so it's not expensive.
If he confirms that this is unenforcible, propagate that to the company and see what they have to say. If it's a company with multiple offices, they may in fact be asking to sign a paper drafted for another country. In which case they may back off and come up with a revised version. I've been through this and it does in fact work.
If the lawyer says it's an OK as per local laws, ask company for a list of exemptions. Basically put together a list of current projects you are "working on" and have them attach this list. Again, be reasonable, explain the situation, and there's a good chance they will agree. Moreover, you will be talking to HR about this, and HR will be talking to legal dept. on your behalf. So do your best to win HR over first.
The trick with an exemption list, which _typically_ works, is to (a) be vague with project description (b) avoid a code escrow
If they don't get a copy of your current code tree, they won't ever be able to prove your existing version is not the one you have listed on an exemption list (excluding stupid mistakes, obviously).
Again, I personally made this sort of an arrangement with a former employer, and I know a couple of other people who did the same with other employers. It's doable. Just be polite and reasonable.
3.243F6A8885A308D313
if you like your job... play the game. If you were a prolific inventor you probably wouldn't be there anyhow.
I run a small software company, and I require my people to sign a contract that is as strict, or stricter than this. I have developed techniques and skills that are the prime source of value in my industry, and must impart those skills to my employees. This transfer of knowledge gives my people every tool they need to go out and compete with me if they were free to do so. I have to make them sign such an agreement, or else I am simply paying my competitors for the pleasure of training them.
:).
Of course, I also pay them well above industry standard, give them 10% profit on any idea that they bring to the table and we market (for seven years beyond their term of employment), and allow them to buy stock in the company. That seems an equitable trade to me. Now maybe I am the exception, but if I were presented with this contract I would simply ask my boss why they feel such clauses are necessary. Any good employer will explain the rationale to you. Odds are it has to do with protecting the investment they made in you.
But hey, You shouldn't believe a word I am saying... I am the evil boss who makes people sign "draconian" contracts for the sole purpose of keeping them down.
IATEBWMPSDCFTSPOKTD... That is proof I am a boss... no intelligent human being would even attempt that acronym
Have a read of this: http://www.stuff.co.nz/blogs/lifeatwork/2007/11/09/employee-restraints-this-time-its-war/
I'm married to a lawyer so maybe her involvement lends credence. My current position (in Texas) showed the employees -- not long after I started -- a similar clause in a similar document for signing. They were cool about having us come in for any questions and they encouraged our consultations with a lawyer. When I came in to ask them about removing the offending terms, they said "cross out the parts you don't like, we'll run it by legal and make it happen." It's an ethical company to begin with so after letting my wife tweak things, that's the one I/we signed.
Just present your issues with the strong attitude the document is negotiable and that you understand they try to do what's best for the company but they must understand you doing the same thing about your own interests.
They can't own you unless you agree to it.
When I am given an employment contract to sign that I consider to have unreasonable terms, I usually bury it in the bottom of my inbox and forget about it. At all but two of the last dozen or so companies that I've worked for, that has been enough. Maybe they'll send around a receptionist who really couldn't care less to collect the outstanding signatures after two weeks, and that will be the extent of it.
Generally, the first two times that somebody comes looking for them, I'll apologize, tell them I've been really busy and haven't had time to look it over, and then run off to handle some emergency or attend some urgent meeting, real or contrived. The second time it happens, once the office rep has left, I'll pull it out, cross out the objectionable parts in ink, maybe make a few creative enhancements, and then make a photocopy. It is important that you keep a copy of the document, as signed, for yourself. I've heard stories of people who got screwed because the company only kept the page with the signature, and when asked to produce that person's employment agreement, they would print out a new copy and slap the page with the signature on the back, because "they are all the same anyway".
Once that's done, I'll move it to the top of my inbox, so that it's ready to go the next time the office drone comes around to pick it up. Once you've determined that they aren't going to just forget about it, the goal is to get it to them with as little suspicion as possible. If you've already established a reputation as somebody who is somewhat careless about paperwork that is not directly related to your work duties (something I tend to excel at) this should be pretty easy. The goal here is to get them to take your signed and modified contract and file it away without ever noticing your modifications. If it ever comes to dispute, they will claim that the contract was not valid because they never approved your modifications, and they would probably be right. However, since you never agreed to the contract that they asked you to sign, the terms of your employment are either covered by your previous contract (you kept a copy of that as well, didn't you?) or whatever your state recognizes as the standard employment agreement within the state.
In this particular case, two additions that I would make:
1) copy the language about "which relate to, or are useful in connection with, any aspect of the business" from the second paragraph into the first paragraph.
2) add a clause stating that I will continue to receive a paycheck for the duration of the agreement.
After all, while I wouldn't necessarily expect it to be binding, I do want to make sure that my bases are covered if the company does notice and agree to my modifications, which has happened once.
Beyond that, if you think you can swing a raise or some extra benefits, as others have suggested, by asking what they are offering you to sign the new contract, by all means, do. But just remember that you don't want to raise enough notice that they are likely to look at your contract and hand it back to you telling you that it's non-negotiable.
If I don't put anything here, will anyone recognize me anymore?
I left my job with a web host about 8 months ago. The company wasn't run the greatest, the pay sucked but the thing that kept me staying for the 2 years I had worked there was the work environment. I moved onto bigger and better things, now my job is being outsourced to India. I am currently looking for a new job and the non compete agreement I signed with the hosting company is still in effect. I cannot work for a competitor for up to 1 year after i leave, as per the agreement I signed when i started. Now my job options are limited. This is all thanks to the Germans at the hosting company, thanks guys.
Server error 500: User should stop being so retarded and try it right for once.
I signed one. NEVER DO IT AGAIN. Previous poster is right US California law invalidates non compete clause. It does get sticky about derriative work. Unless they are willing to pay you for the next 6 months your salary after you leave, then HELL NO! Even after modifying the contract, command a very high price for your services. Unless they pay it, they are not worth working for. Personal opinion, ones man's experience.
Your employer is trying to screw you and you're debating the legality of the fine print????
Find a job where your employer is at least TRYING to be fair and reasonable.
These posts express my own personal views, not those of my employer
Some of the contracts I signed in my career are a bit like EULAs: Full of legalese, about 1/3 unenforcable, about 1/3 against work regulations or laws and about 1/3 describing how this contract can be terminated by either side and the rest (yes, do the math) is position and salary.
Basically, what contracts like this should accomplish is simple: To keep you from actually standing up, shaking your head and telling your boss "you can't do that". It's in the contract. And how many people have a lawyer or already know that some clauses are void because they don't conform to work laws?
We used to have a Bill of Rights. Now, with the rights gone, all we have left is the bill.
BEFORE YOU SIGN AN AGREEMENT:
( obl: Ask a lawyer, not slashdot )
If you are involved in solving any problems creatively,
and have to do any SOP work for the company in question:
1. Get a stamp, ( DATE: NAME: WITNESS, in boxes )
2. Get a notebook, and STAMP EVERY PAGE.
3. Write down EVERY IDEA YOU HAVE HAD THAT RELATES TO THEIR WORK.
4. DOCUMENT EVERYTHING, AND WHEN YOU TALK TO THE LAWYER, have him initial all the pages. ( EVEN BLANK PAGES)
5. have a copy made, and send one to yourself, and one to the relative nearist you. Make sure you completely cover the entire package with clear tape.
Note: This is from the 'how to protect intellilectial property' book by Nolo press.
Then when something comes up at your work, that you already have invented. You mearly state that its prior art, but you own the idea.
I worked for a company that did the same thing. I had an agreement in place for non-competition. They asked for 7 years, I told them that they had aready agreed to others for 5, and a few instances where they were starting to get the swing of things 2 years. I told them I would sign for 1 year. I had heard that a lot of discussion went on behind the scenes, and after three days, they accepted the 1 year limit. They asked about 'Prior art' and I gave them the business card of the lawyer.
When the eventual day came up that I had to tell them there was prior art, they screamed and yelled at me for about 1/2 hour, and had a vice-president come and give me the soft talk. I asked for 10,000 stock options. The Chairman of the board came and talked to me. I asked him for 10,000 stock options. He said no. I then told him 'Why is the founding and running of this company predicated on not paying people what they are worth?' "Ahh Eee Ohh? Can I get back to you on that?" And I told everyone at the monday morning meeting about it. Monday afternoon, the first person who had asked me for the agreement, said 'One year is acceptable, and we are granting you 7,500 stock options for use of these three ideas.' I ran into the VP years later. He thold me that they had a boardmeeting about this, and someone said, "Were screwed, if we dont do this, we will esaily loose most of the loyah staff. And if we do this, we are actually rewarding the best of the best. Its going to cost us a lot of money, but how much money are we going to make on this? Actually on all of it?"
( That is what happened Monday when they heard about the morning meeting! )
Later on, two of the ideas turned out to be total duds, and were actually based upon other prior work. The one idea that paid off, got me $25,000 in cash, $2,500 for the patent application, and paid for the lawyer ten times over. I PATENT MY IDEAS NOW! THe patent hangs on the wall beside my degrees. Not worth much now, but it was fun.
Another Patent I have seen hang on a wall is the Gene Amplification Patent owned by a guy at Chiron. He said "Its worth about 4.3 billion dollars over the life of the patent" He of course is a multi-multi-millionaire. Drives a toyota station wagon.
You just have to judge... What is your idea really worth?
( HA! The Capatia is 'fr**tf*l' Best fortune cookie this month!
Really, it's like any other negotiation; if you have a reasonable employer, they shouldn't ask for this sort of thing. If you are working for an asshole, you need to do some posturing; if they think you will walk over the contract, they will likely change it.
After I was already employed. I took it to the lawyer, he asked "did you get a raise or any other compensation" i said no, he said "its invalid then, dont worry about it"
The phrase "more better" is acceptable English. suck it grammar Nazis
For whatever reason. An excuse is at hand.
/. and the best advice is still (in order):
The company discourages you to view porn on your work PC, and you did for the past 5 years without a single reprimend, and all of the sudden, they take out all the logs and fire you. Two friends ofmine received that treatment. It was not because a non compete, just that their boss want them fired, without paying them severance, and that was the excuse.
Or you reheated fish in the microwave. Have a mesy desk...
Any reason will be a good reason for them.
This keeps comming back on
Get a good (labor) lawyer. Review contract with him.
Sign & Begin looking for new job.
*** Suerte a todos y Feliz dia!
"Warner, never hesitate to sign a vague, badly drafted employment agreement."
... you lose even if you win.
... you lose even if you win.
Yeah, legal fees galore.
Look I recently dealt with a dickhead that screwed me out of ~$30k. And ~10 others out various amounts ranging from $10-$90k. We were all contractors. We all signed the same contracts. All of the contracts are mostly unenforceable.
But here is the deal, if your opponent is irrational and has lots of money
let me repeat that.
If your opponent is irrational and has lots of money
This guy was willing to play hundreds of thousands of dollars to make sure none of us collected a dime. He has a mental problem with admitting he is wrong. He would counter-sue for millions of dollars. Claims that were probably losers (you can never be 100% sure in litigation) but would have still cost $100k in attorney fees to defend. And it isn't just attorney fees it is your time. And in a profession where I bill by the hour, my time is my money.
The $90k guy and the $20k guy sued (separately) and all of us waited to see what happened. The suits settled for a waiver of claims and no money. Basically the $90k, and more so the $20k guy, decided it wasn't worth risking their house to win. Plus even if they won it would have cost more in attorney fees (especially for the $20k guy) then they would have won.
It is like in poker when you are forced to fold, despite your winning hand, because you don't have enough money to match the bet.
This dickhead had enough money to piss away a good deal of it on making everyone miserable.
If in the 6 year statute of limitations I win the lottery and can play on equal footing with him, I'll sue the bastard, but until then it isn't worth my trouble to be right.
But keep this in mind if one party is rational and the other isn't and has money to afford to be irrational, the irrational party wins.
If it is a big company they will either do (a) be rational, settle and walk away or (b) be irrational and fight forever because they have the money to do so.
Realize what this essentially means: You're unhirable for 6 months after terminating your contract. In other words, you can only leave that company, no matter how bad the conditions become, if you can sustain yourself for another 6 months.
... well, can you survive for 6 months without a job?
Can you do that?
If you cannot, you cannot sign this paper. It would essentially shackle you to this company for good or ill. At least as long as THEY want. No matter what you want. They can press you into unpaid overtime with the Sword of Damocless called "layoff" over your head if you don't comply. Because
I wouldn't sign that at gunpoint. If you leave now, you can immediately get rehired. Yes, it's not trivial to find a job these days, but it becomes impossible with this kind of contract looming over you. You are essentially worthless for any company that might hire you until this period is over.
We used to have a Bill of Rights. Now, with the rights gone, all we have left is the bill.
1) Talk to a lawyer. Asking /. for legal advice is kind of like asking random people on a major street about it. You might get a few sane answers and maybe even someone who knows what they are talking about, but it'll be hard to know for sure until you talk to an actual expert.
2) Good luck in your job search in the meantime.
Integrate Keynote and LaTeX
I'm not a lawyer, but no way would I initial a blank page. That's asking for trouble.
Depending on what state you live in, there may be a law on the books along the lines of this:This particular law puts things you do on your own time and that are unrelated to the company outside the reach of the company's ownership, and I think this is a fair and important line to draw. Your contract doesn't have any distinction like that, which strikes me as unfair. Your contract says that anything the company finds useful (in its sole discretion) belongs to it, without any qualification.
On the other hand, if you invent something that really is a part of your work and related to the company's business, it seems only right that the company owns it. Your employer is paying you to create and invent things -- they shouldn't have to pay again to use the things that you create!
The six month thing is highly suspect -- how can the company possibly claim to own things you invent after you leave? Definitely talk to a lawyer about this.
My experience is that if you are doing things on the side that are truly unrelated to your work, companies understand. I have actually negotiated with an employer to add a section to my invention assignment agreement specifically recognizing that certain on-the-side projects (which I enumerated) are unrelated to the company business and do not belong to the company.
By the way, the provisions you're talking about fall more under "invention assignment" than "non-compete." Non-competes are usually about preventing you from poaching co-workers or clients, or competing with your company from a business perspective.
Take a Pen. Cross out the lines you don't like. Sign it.
Done. If they fire you, they are as slimy, filthy and disgusting as they seem. And they no longer have any rights to your intellectual property.
I suggest you invent a new form of crack cocaine after leaving.
It is by the juice of the coffee bean that thoughts acquire speed, the teeth acquire stains. The stains become a warning
in the US or wherever poster is.
Here in Denmark every time I have tried asking a friend to join my current company I have been counter offered a job, my current contract mentions no compete and only has a weak NDA, the pay is very high - in fact they are going out of their way to make sure people stay with them instead of trying to enslave they employees.
If a company gave me a contract like the one poster has I would first check the date to make sure it wasn't the 1. of April, after that I would laugh hard and if they kept on insisting I would tell them where they could put the contract.
I had the same type of agreement when I was at MSI. When the workers comp. insurance turned me down -- claiming that the injury was not solely from work, I used that agreement to argue that all computer related work belongs to my employer, therefore work related.
Fight Spammers!
The one I signed with my employer (in California, incidentally) basically says it is assumed that anything I patent for six months after the end of my employment is derived from work done there and owned by them, unless I can prove otherwise. I actually don't think that's horribly unreasonable, especially given my particular line of work, in which in any invention is going to leave a substantial amount of evidence behind.
I was in this situation several years back. I was told - sign the contract, or you'll be fired. My contract was to pay for training expenses if I left the company within 2 years of being hired. I didn't want to sign the contract. I was a year and a half into working for this particular company. The requests to sign the contract started out friendly. The requests got angrier and more aggressive quickly. Eventually, I caved because I needed the job - then came the demand that I back date the contract to a year and a half earlier. I really didn't like the idea, but I needed the job.
I should have evaluated how much I really needed the job.
Suddenly, work became less friendly. I was constantly getting harrassed. The timing was transparent. I decided to leave and to put up a fight. I never did get my day in court. I ended up not only losing the 5K retail cost for training classes (the company received a substantial discount), but I also lost all the travel expenses. The travel expenses they claimed were not those from when I was in training, but instead from more expensive travel that I had done while on billable client time. None of it mattered to the judge, who finalized the case without ever so much as seeing me. The ironic part is that the company I left was sold to the company that I went to - so I ended up paying those people to work for them. I could have made more money working at McDonald's that year and it would have been a nice stress free break.
If I were you, I would not sign that contract under any circumstances whatsoever. I wouldn't sign a redacted version. I wouldn't sign a revised version. I wouldn't sign it if they threatened to fire me.
I would, however, keep track of every communication regarding this contract and every adverse communication with management moving forward in the event that you eventually do lose your job as a result. There might not be any recourse available to you, but it pays to be prepared.
Any contract signed after you sign after you start working in order to stay employeed would be hard to enforce. If you signed and they gave you a raise for signing then that might be a different story.
I'm not a lawyer either, but I'll not let that stop me from joining the fray and suggesting another thing you might ask your lawyer about:
As I understand it, the usual argument for why this is possible to put in an initial employment agreement is the somewhat tenuous claim that they are paying you salary not just for work but also for the agreements they ask you to sign. After all, if the salary is not for that, there is nothing being given you as consideration and one might think you had no binding contract. Contracts require consideration, as I understand it.
But once you're hired, it's pretty plain that the money they are paying you is for what you've signed already. So unless there is new money in exchange for whatever new contract you're being asked to sign, and specifically being withheld if you don't sign, then what is the consideration you're being given in exchange for giving up additional rights not already mentioned? This issue is what points (I think correctly) to the duress issue. If the consideration is "we'll still employ you", that would seem to my (non-lawyerly) eye as a prima facie case for a claim of duress. If the claim is something else, you'd want to look at the contract to see what they think is the consideration. (In fact, I'd think the claim that they were going to still employ you would be something they wouldn't even want to hint at, since almost no company can really offer that as a benefit, and almost all employment contracts say outright that nothing you sign is a promise of continued employment.)
I've heard consideration described as "an act of legal detriment". That is, a contract harms each party in a way that is defined by voluntary entry in the contract to be equal. If either party did not agree that it was equal, they wouldn't sign. (That's why duress is so bad. If you don't have choice of whether to enter the contract, the notion that the contract itself defines its own metric of equality among the parties is suspect from the outset.)
So, for example, suppose I sell you a ball for $10. I'm "harmed" (legally, presumably not physically) by giving up the ball that I value, you by giving up the $10 you value. That forms the contract. But if I just give you a ball, that's not a contract, it's a gift. So if you injure yourself legally by giving up these rights, how is the company injuring itself? What is it giving up that would make you want to injure yourself thus? Or are you just giving the company a gift? (I'm pretty sure the rules for renegging on the promise of a gift are different than for renegging on a contract, but you can ask your lawyer for how.)
Like I said, these are not answers, just questions to ask someone formally qualified to answer. Among other things, I understand the answers to differ by jurisdiction.
There's also a very practical matter here, by the way. Saying "I'm not going to sign it." may not sit well with your boss. Saying "I talked to a lawyer and on advice of counsel I'm not going to sign it." (presuming you talked to counsel and that's what they said--they might say just the opposite, so do talk to them) will sound better--like you're not just being willful. So even if talking to a lawyer doesn't sort the matter out entirely, it may give you the appropriate sense of self-confidence about what you end up doing and how to phrase it to your employer.
Kent M Pitman
Philosopher, Technologist, Writer
I find it interesting that your post is about how a law is limiting a company's right to shit on its employees and then your sig is advertising for a guy who wants to get rid of all that.
Big government is big because people saw a need for government intervention.
So, which is it, do you want to be an adult and have RP as prez. Or do you want to be protected from big bad companies by your government?
I'd rather you do it wrong, than for me to have to do it at all.
Simple question that you should ask whoever wants you to sign this: What is in it for you? They ask you to give the company something, so you would expect some compensation for that, like a raise.
Then point out to them that the "six months after employment" term makes you virtually unemployable in a similar company. Surely they will understand that they couldn't have hired you if you had signed a similar contract with your previous employer. So ask them to add a paragraph where they commit to pay the difference between your salary and your current salary for six months after the employment ends. When you leave them, you can then flip burgers at MacDonald's for six months while they pay the difference in salary.
I assume that your work mates are receiving the updating contracts. Talk to your work mates: don't sign it and have them not sign it either - they can't sack you all.
I remember I had to sign an NDA. What I'm trying to remember now is whether it says they own any ideas I come up with outside of work, or only what I produce while working on a project.
But it does make sense that if you bring up an idea at the company, on company time, the company should own it. The reason this makes sense is that the alternative really sucks for companies -- where an employee who comes up with a particular idea can basically hold the whole company hostage. I seem to remember hearing of this happening before -- where a company's flagship product was largely the result of one guy, who then basically took the whole codebase and founded a competing company.
I have no problem with a noncompete/NDA that expires with the job. But yeah, beyond term of employment is a bit of a problem.
Don't thank God, thank a doctor!
Go to your state employment website and see if they tell you of your rights.
For example:
In some state in order for them to do this it must also come with a promotion to a different' level' of type of work.
Meaning from say, programmer to management, not programmer II to programmer III.
In some states they aren't worth anything.
In some states it counts as a form a bargaining.
Ask a lawyer to advise you. 2-300 bucks to get good information will help you in the long run.Hell, ask the lawyer to make changes and give that to your employer.
This is happening now because the market is taking a crap and they figure your not going to risk your job. Believe me, many people making those decisions or coming up with these ideas are usually pretty damn ignorant, or stupid. It would suprise me if this came out of a group that just decided 'something had to be done' so they look busy.
I say that a lot in the private sector. BUnch people i a meeting, annd no one daring to say 'Well, I gues there is nothing for us to do, let's move on'.
Contrary to the slashdot mantra, a lot of work gets done in the public sector because of a reasonably secure position. I can say at a meeting "We came here to discus X, and it seems like X was entirely overblown, lets move on." And not have someone see that as a bad thing. I am not talking about politicians.
The Kruger Dunning explains most post on
I had a company pull this on me, too. And at the time I was developing some stuff on the side that's since turned into a reasonably profitable business for me. I didn't want them trying to lay claim to it, when it obviously had nothing to do with my day job.
I told them as much, and got them to provide a signed letter stating that they would make no claim to any inventions or developments not directly related to my employment.
Now, it helped that I was an established employee (they were taking over a government contract that I'd worked on for years) and that they really couldn't afford to lose me at the time, and that the company wasn't involved in the sort of stuff I was doing, so your mileage may vary.
I think it wasn't so much a sinister attempt on their part to grab IP they had no legitimate right to - it was just something the company lawyers said they should require just to be safe. HR had no problem granting an exemption (albeit a limited one) when the alternative was alienating a valued employee. Well, as valued as any drones were at that place, I guess. It probably wouldn't hurt to ask.
Just ask for more money before signing it. Its actually quite routine for businesses to change/update non-competes and its generally understood that compensation for this new consideration will be asked & given, since I don't think you can be forced to agree to a change in terms of employment when you are already employed.
Secondly (and more importantly), who cares? If you're seriously concerned with your pending invention/IP, then see a lawyer, otherwise don't worry about it.
Whenever you quit ANY job, you politely tell your employer you have found another opportunity and thank them for the opportunity they gave you and walk away. You don't tell them where you're working, if you're working, who you're working for, etc. Yes, this means alienating all your work friends to some degree (at least temporarily), but you can either tell them individually when the times is right or based on your personal trust levels, but you don't and shouldn't tell your boss.
Of course, they can find out if they really want to, but how many white collar employees in the US are SO important and posses such critical information that your former employer will hire private investigators or use other time-consuming and costly methods to track down where you're working and then go to the trouble and expense of initiating legal action? That has to be such a SMALL number, that most everyone doesn't have to get worried about if the big bad corporation is going to come after them.
So take the money, look like a team player and quit worrying about them taking the rights to your flux capacitor or time machine.
IMHO trying to get you to sign an updated agreement is wrong, but I'm no lawyer.
Sign it like your name is {First name} "FORCED" {Last name} or any other verb that means duress as your middle name. In spanish duress would be Coacción, even better Zwang it's german; or even better write Zwang then your name under it then you litteraly signed under duress. I used to just scribble and not use my signature but I heard of a case that said it's still your signature. At least with a word of durress in your signature you would have proof that you where under duress. I have heard though that non-compete agreements are not enforceable,but looking at google it seems that's true 9/10's of the time. I have heard that confidentiality agreements are. Companies are stupid for making you sign one document. It should be two so that if one isn't enforceable it doesn't void the entire contract so you may have that going in your favor, the longer the contract the more likely their is something stupid in it that makes the entire thing void. If you have a big enough savings account I would wait till fired and sue for wrongful termination. Or go the nietze route, wear a wire into work and get them to say illegal things then extort them.
But do cross out the parts you don't like.
That way, they can never say you don't have a contract, aren't a full-time employee, you're just another cog in the system -- just in case there's some reason to be.
But, when you leave, you'll have it on record that you signed a different contract, which, I imagine, is a lot more convincing than if there was no record at all.
Don't thank God, thank a doctor!
...right after buying the brooklyn bridge. Boy I got it for a steal.
Ask HR what happens if you do not wish to sign it. If they say that it is a condition of employment, mention that the situation has caused quite alot of DURESS to you. Make sure you mention it a couple times. Then sign it. Afterwards as you're handing it in, make sure to mention again how you felt pressure to sign it. This is about the time that HR will be shitting a solid gold brick.
Bonus points for writing "Signed under duress" at the bottom of the contract. This will in turn make legal shit a solid gold brick.
From an email newsletter sent by a Portland law firm:
New Oregon Noncompete Law Takes Effect January 1, 2008
As we advised several months ago, the rules in Oregon for governing noncompetition agreements are about to undergo significant changes.
Effective January 1, 2008, it will become more difficult for many employers to enter into enforceable agreements with employees designed to restrict post-termination business conduct. The current Oregon statute, which limits such agreements to those entered into at the outset of employment or upon an advancement or promotion, has been radically altered. It will now require that the employee receive at least 2 weeks written notice before entering into any such agreement. Further, as a practical matter such restrictions will apply only to employees who are exempt from overtime and who earn at least $62,000 a year.
There is an exception for agreements that only prohibit a departing employee from soliciting customers. Such a narrower restriction may be a viable option for many employers. It should also be noted that the new law does not apply to confidentiality provisions. More importantly, noncompetition restrictions entered into before the new law takes effect will continue to be enforced under the current standards.
This is a very busy time of the year for businesses. But keep in mind the effective date of this new law, and be sure to work with your employment lawyer before the end of 2007 to ensure compliance with these changing Oregon guidelines.
I do not know about US and UK rules, but AFAIK a non-competition clause is considered by tribunals if there is no financial compensation each month for the former employee in balance of the constraint that it imposes to him for the same time in France.I had once a friend who sued for lack of compensation and won.
Signature omitted in order to save space. Thanks for your understanding.
So you write "This page intentionally left blank" on it first. Problem solved ;)
(rot13) rpbzbab@tznvy.pbz
Employment agreements like this are all too common these days - especially in technology related industries (and even more so in the game development industry). Most companies I've worked at have wanted something like this signed, with a lot having even worse terms (one even being described as "the worst they've ever seen" by a government pro-employee agency which I forget the name of now).
The general rule is that they include these terms mostly to scare you, and partly "just in case" they actually get held up in court (which is very unlikely, but their lawyers tell them that it can't hurt, so it gets included). As has been already stated, you can always cross out the paragraphs you don't like, initial them, sign the contract and hand it back to them. The contract probably wouldn't be legally binding at that point anyway (unless they also initial the alterations), in which case it's a moot point, no?
What do your co-workers think of this new agreement? I worked for an ISP that was bought out by another one. After the takeover, the new parent company also came up with a draconian list of terms. Not a single person signed (or even returned) the agreement, and nothing came of it.
(Of course, not all companies are the same. you always risk being seen as a troublemaker if you decide to ignore such a form. And to be fair, few of the people expected to be kept employed for more than a couple of months anyway, which made the demands even more unreasonable)
- To give you advice on whether this contract would be binding if you signed it. (But I wouldn't want to play that game even if a lawyer told me it was safe).
- To give advice on exactly what amount of changes is needed to the contract before it is acceptable, and how much you should expect to get in return.
Of course if the company would pay your salaray for those six months, it may be acceptable. Just make sure it is paid ahead, and your obligations under the contract are terminated if they don't pay on time.Do you care about the security of your wireless mouse?
It is what I do. It has never given me any problems.
Basically, just accepting the modified contract with no questions is what is least trouble for your immediate supervisor, so that is what they will do. Same reason most employees will sign the contract without questions.
Of course, if your supervisor are already looking for an excuse to fire you, the situation is different. But in that case, finding another job is preferable anyway.
In some states mid-employment non-compete contracts aren't binding. For example, in Oregon, they're only binding if they come w/ a significant change in job description or a promotion.
Negotiate for what you want. You may find theirs is a defensive position, one that seeks to prevent making off with work they paid you for under the guise of it being "done on my own time."
For example Paragraph B says the invention must be related to their company, its goals, etc. If you work in IT and devise a solar collector, it's yours.
If you can't live with these kinds of binds at all, you may be unemployable.
Has anyone signed a similar agreement that reaches beyond the end of employment and includes things not related to the business?
One outfit I interviewed with was wanting me to sign an agreement which stipulated, among other things, that I not work for any competing companies for a year after termination of employment with them, even if they fire me. I balked. They withdrew their offer. A few years later, they shuttered their operations here.
Is this enforceable? I don't know. But the way I look at it, if they're doing stuff like this during the interview process, what will they be like later?
Wansu, th' chinese sailor
Just because the contract was created by a lawyer, doesn't meant it would uphold in a court. Strike the parts of the contract you want removed, sign it and hand it in.
I find it interesting that your post is about how a law is limiting a company's right to shit on its employees and then your sig is advertising for a guy who wants to get rid of all that.
Perhaps we're wondering slightly off-topic here, but isn't RP's position that states should become more like mini-countries and manage their own laws?
Table-ized A.I.
The stamp it and send it to yourself thing doesn't work... it will get thrown out... nothing prevents you from sending yourself an unopened empty letter tomorrow and in 6 months putting something in it and sealing it... as if it was your idea when you first sent it
-nick
Duress must constitute an illegal act to be considered a defense for a contract breach.
I agree that probably refusing to sign the contract as it is described here would not constitute "just cause", which would be a pretext for immediate termination. But even without "just cause", companies may fire employees subject to general law (such as paying X months of employment insurance, providing Y weeks notice, etc.) Unions often have much more strict requirements, up to pretty much inability to fire someone without just cause, except to "lay off" the person as part of personnel cuts, which usually adheres to seniority-based LIFO, but that is a private matter between employer and union, and there is no indication a union is involved here.
If the company has legitimate reasons to believe that an employee's refusal to sign an agreement would in any way hurt their (legitimate) business, then in principle they have the right to terminate employees who refuse to comply, albeit with providing the legally-mandated EI and whatnot. Heck, you can get fired from a job on a Coca-cola plant by drinking Pepsi while on the job.
Now, the NATURE of the agreement is much more interesting, and one could argue that a contract such as this one (extending past employment and interfering with private life) is illegal in principle and/or unenforcable in practice, and depending on that, firing for refusing to sign THIS PARTICULAR contract may be illegal. But you can't issue a blanket statement, because refusing to sign plenty of other agreements in such situations (such as an agreement describing new security policies, or safety procedures, or simply a new job description) would be legitimate grounds for firing under a no-just-cause provisions provided by the whatever law you live under.
It's most likely they would only use that if you did something to really screw the company over shortly after you left or invented something really big. Depending on the state, I doubt it would be really be enforceable unless it was notarized. What I'd like to see is laws passed to consider those employment contracts and require companies to pay you for the duration of the NDA.
*It's not what you can do for the Dark Side but what the Dark Side can do for you!*
Sorry for the typo.
You work for an IT company that deals with clients and new hardware. You are trained on company money and time and you become and asset to them through your relationships and knowledge of their business operations. They do not want you taking the clients you have for them along with the industry and business expierence that they paid you to get and start your own competing company.
Bryan
Explain to them that this contract means that you can not possibly get any work up to six months from you leave this company. So, you expect to receive full salary during the time the company holds on to these claims.
I'd never even consider it. If the company both agreed to give me 6 months after-pay, *and* we specified that any invention/technique/blabla that I develop in my own freetime with my own equipment is solely my own, then it's ok.
Afterall, if they claim to own anything I make for 6 months after I quit, it follows I can't start working for a new company, so it's perfectly reasonable for them to continue my pay for 6 months in that case.
Infact I insisted on the oposite in my work-contract: It explicitly says that stuff I make on my own outside of work belong solely to me. (but it -does- have a clause that I can't work on stuff that is directly competing with the company while working for the company, which is reasonable to me, I can't both be an employee AND a competitor at the same time, that'd be a conflict of interest) I sometime contribute to Open Source projects in my spare time, and didn't want -any- risk of my employer claiming that they have -any- rigths in those.
IANAL,
so I cannot tell you if the license clause would be enforcable.
But one thing should be obvious:
A potential employer who hears about this clause might decline to hire you because he does not want to share your work results with your old employer. In the worst case, it will make you unemployable until the 6 months are up.
So I'd refuse to sign unless you get 6 months of wages as a guaranteed severance package.
C - the footgun of programming languages
Then you're doing something that is patently false. By writing "This page intentionally left blank" and initialling it, the page is no longer blank.
-- Soruk
IANAL...I have never heard of invention disclosure going past the end of employment. It is universal to require you to cooperate in securing patents and copyrights for things you did while you were employed, even if the filing takes place once you are no longer employed (and these don't seem to have a time limit). Some companies pay for your expenses and time and some don't, or don't in the first draft. That's reasonable--the actual inventor has to sign the patent application, and company should be able to finish the paperwork once you've left. It seems like they would have a hard time claiming they own things you invented on time they didn't pay for. I've signed a non-compete with a small company. They had two competitors that they named in the contract, they were in cities I wouldn't have moved to, anyway, and it didn't close off very many jobs in the universe of jobs. In some states, a non-compete cannot be enforced. It is probably easier to enforce a specific agreement naming particular companies than a generic agreement that says you will give up working anywhere in the industry. In some industries, a non-compete means you can't work for anybody! Practically speaking, they are not going to go through the bother of coming after you for non-work related ideas that they don't know what to do with. But in states where it is allowed, you are giving them an excuse to sue you if you go to work for a competitor, or start up something on your own. It doesn't really matter who wins or loses the suit, it'd still be unpleasant. If you really think you are going to come out with something that threatens their business, and can work on it secretly without anybody noticing, you shouldn't sign it if you're in a state where it can be enforced. If this is just a theoretical concern, it's not worth spending any more time worrying about. I wonder what else is in this agreement.
That 6 months is probably to cover cases where you did all the groundwork for it while employed but only "invented" it (ie. published the details or started making it for sale) after you left. I don't think I'd agree to the term as it's given, but it's not a completely unreasonable concept.
If you live in California, CA Labor Code section 2870-2872 restricts what the employer can require. In particular, that 6-month period is probably not allowable under that code. You'd need to consult a labor lawyer for a professional opinion (and IMO you should consult one regardless when faced with something like this).
The "ask a lawyer" comment is covered already in the "Ask Slashdot" section description (linked from the submission page): Regarding Legal Advice: When seeking advice on topics that touch on legal aspects, please remember that you should always be prepared to consult professional legal representation. It doesn't hurt to Ask Slashdot for pointers, and suggestions to save you some time, but Ask Slashdot should not be used in place of professional legal representation. Yes, if the questioner's livelihood is riding on the outcome, or he/she will probably have to lay down the cash to get a legal opinion, BUT by the time they've read through the slashdotter responses they'll have a much better idea of what to ask the lawyer, how much legal advice might cost, what KIND of lawyer to find, what they're risking, what non-work activities could be in danger if they sign... they'll have probably seen a dozen stories about good and bad results to just signing the thing vs. asking for a change, and they'll see advice about how to approach a manager, company lawyer, etc. to argue for a change.
That's valuable, and you'll NEVER get all that (plus you'll lose a lot of money) by just plunking down a few hundred bucks every time you have a question that seems vaguely related to legal issues.
Personally, I am not working under any NCA whatsoever anymore, and I've worked with management & the company lawyer to change the agreement in an earlier job; it wasn't really a big deal (though I doubt I could have pulled it off when I was fresh out of school...). And I'm certainly not going to pay a lawyer to get the information, but I'm curious to see what other people's experience has been, and if the trend towards more ridiculous NCAs continues. And I wouldn't even think of signing it. Well, some people *should* think of signing it. They just need to understand the trade-offs. When I got my first development job after graduation, I signed an NCA. I was still kind of amazed they'd hired me in the first place, didn't feel I had any leverage to fight it, and I had no significant personal projects to protect anyway. It was fine. Later on, when I had some real skills and leverage (and personal projects to protect) then I stopped agreeing to those clauses.
I also know a lot of people who do development work purely "as a job" -- there's no risk of them building some wonderful thing in their off-hours because they don't even look at code when they're off the clock. It's a different situation for them as well.
Sure, you can go to unions, tribunals, courts etc. but the most powerful message is to take this to your boss and tell them your concern.
Personally, I'd refuse to sign (I already HAVE signed one contract, why do I need to sign another?), and I would make it known exactly why and let them see what they want to do. They *could* sack you but they'd have a hard time proving that they weren't forcing you out with unreasonable terms. Other people have pointed out that this would basically make you unemployable for the term of the contract + six months.
I've refused to sign quite a few contracts, legal agreements etc. for work (it's always work, I don't get this rubbish from my bank or unions etc.). The usual response from them is either a) goodbye (in other words, they were trying to get rid of you anyway and this was a convenient excuse) or b) okay, what can we do? I got ten times more b's than a's and the b's were jobs that didn't exist in six months for ANYONE... sometimes at companies that didn't exist six months later!
I've met head-teachers (principals) of schools whose attitude to contracts was basically "Well, just break your agreement with your last place of work and sign up with us, nobody will care." I'm sorry, it doesn't work that way. They get quite disappointed that you don't make life easier for them. The trouble is that the only person that matters in that entire contract is you. Can you live with losing all "inventions" you come up with, ANYWHERE, ANYTIME for the rest of your working life there + six months? Can you stand being potentially unemployable for six months after leaving the place? Whose burden of proof is it if you come up with something which isn't covered under those terms of contract and they try to sue?
Think it through for yourself. Then, if you think that it's unreasonable (I do, and I think you did too to post it on Slashdot), tell them you won't sign, tell them why, ask them what they intend to do to fix it (notice the wording - it's their problem to fix, their responsibility to do something about it). If they do something stupid like get rid of you or "force" you to resign, either get your unions in, sue them if necessary or at a minimum pat yourself on the back for doing what you feel is right and congratulate yourself on getting out of a place that is so short-sighted that it loses employees because it does ludicrous things like that.
Assume you DID sign. What would you sign next? Where does it end? Additionally, do you WANT to work for a company that would enforce such things without consultation? It might have been the perfect company for twenty years but you don't know who's come up with that bright idea and whose next bright idea might be even more damaging. Question their motives and see if they squirm.
My bet is that they'll abandon the idea if you query it. They might re-write it a couple of times and keep calling you back to check it over (you'll find that little will change between each revision) and then eventually they'll give up.
I don't sign such agreements. My usual method isn't to argue unless forced to - I just tend to keep forgetting to do anything about the subject at all and hope everyone else does likewise. This has actually worked pretty well for me over the years. If it comes down to a choice of signing or finding a different job then I'll find a different job. Nobody has the right to steal my ideas or my work from me. To often companies can screw individuals just because they have the money and we don't. You shouldn't let that happen to you. If you're already employed there and weren't asked to sign at the time of employment then I'd suspect you might have a valid lawsuit against them if they fire you for not signing now. They can't just force you to sign aay all your rights. I'd talk to a lawyer to find out your exact rights though.
At what price learning? At what cost wisdom? The price is a man's peace of mind, and the cost is his life.
If it's software you are working on in your own time, make sure it includes GPL code. That at least would make any legal action they might like to take so difficult that they probably won't bother.
I live in Kuwait, and here, all IT companies state in their contracts that the company is the owner of all "inventions" the employee makes during the time of employment, and the employee is forbidden from working for other companies, after the working hours of the company.
As for the after-employment period, this is typical in the banking sector here, as banks state in their contracts that an employee must not work for a rival bank, after leaving the bank, for a period of 1-3 years, depending on the position of that person.
Back to the article: But the fact that YOUR company wants ownership of YOUR inventions AFTER you quit for a period of 6 MONTHS is absurd and it is not within their right to do so, and if it is, you have all the right to say no.
Hint: They should define the period in days, not months, and mention whether they're working days, or week days. At least, if you decide to sign now, you'd know EXACTLY when to "invent" stuff.
Mod points are a dangerous tool. Abuse them wisely.
Exactly. In my experience most employers are trying to protect themselves: I've known of copyright disputes over works for hire that involved ridiculous demands by programmers simply because they were sole developers. They were still paid to develop the software! This sort of behavior hurts the rest of us who are honest, but is a huge reason companies have contracts like this.
IMO, the key thing is to actually HAVE a legacy of independent development work that consists your previous inventions/IPR. Ideally this is part of the reason they want to hire you. Then this sort of contract minutiae becomes practical question instead of an abstract one. Even if you can't change boilerplate legal text, it's almost always possible to add an addendum to the agreement which specifies that "these restrictions do not apply for the work X is doing on projects Y and Z".
I have worked as an electronic design engineer for 30 years. I hate to say it, but this type of agreement is pretty much de rigueur for companies in my line of work. My response to it has always been not to sign it. In some cases I left the company with the still unsigned agreement in the papers that I cleaned out of my desk. In other cases it led to a meeting with my boss where we crossed out the offending paragraghs, initialed them and then I signed it.
Go ahead and talk to a lawyer if you want; I have in the past. The answer you will get is vague; most think that it is unenforceable anywhere in the US, but regardless of what you read here about this or that state ruling against such agreements, I couldn't get one lawyer to say, unequivocally, that it would or wouldn't stand up in court. If you sign it and it goes to trial, the result is most likely going to depend upon who the judge is and how capable the company lawyers are more than anything else.
There was not even any clear-cut agreement about the legality of crossing out paragraghs and initialing the modifications but there is clear precedent for this action. The agreement represents a "contract" between you and your company and the act of modifying and initialing modifications is accepted in a lot of contracts. For instance, when I signed the loan agreement for my last house, there were several clauses that I took exception to and these were fixed in just that way. Any legal challenge to changes like this rest on whether or not the person initialing for the company has the right to negotiate such things for the company.
Such things are what lawyers get rich on; don't expect a clear answer from a lawyer.
Now, as for the ethical concerns (and those are usually far different from any legal concerns):
I have always felt that work I did for the company, on company time, using the company's reosurces, belonged to the company! They invested in those resources, they paid me for my work and what they deserve is the fruit of any labor that I do on their time with their resources.
I have always felt that work I do at home for myself, with my resources, on my own time, belongs to me! And my resources have always been considerable; even before the cost of computers and electronic test equipment came down to the point where anyone could afford them, I always had a decent lab at home. I try to keep those separate (leave work at work and home at home) and documented. The documentation doesn't go any further than what you would do to defnd any patentable inventions. Keep a lab book, date and sign every entry. Need I mention you should be doing this at work, also? These things go a long way towards forestalling any predatory legal grab later.
Now the grey areas:
Does a company have the right to prevent me from working for a competitor? On the one hand, I think that going to work for a competitor and duplicating the company's products for that competitor is absolutely out! Same goes for trying to carry a customer list and company pricing to the competition.
On the other hand, to use the skills and knowledge that I might have gained at the company while working for a competitor has got to be in! I need to work to live and part of the decision to join a company always involves whether or not the experience will make me more valuable in the job market. The same goes for sales: the knowledge of the market and who plays in that market are what makes a salesman valuable. A restrictive "non-compete" agreement makes that issue moot. I have suggested to companies that, if they insist on a non-compete for some time, that they have to continue to pay me for that time after I leave. The end result in every case (twice) was that the non-compete clause was dropped.
The above also makes a good case for not changing the agreement. I agreed to come work for a company under certain conditions and one of them is the non-compete agreement. If the company wants to change the non-compete agreemnt, then it is time to review salary, too. Otherwise, I would insist on working under the same "contract" we had when I started.
Just what we need; States like Alabama *need* the Federal Government to limit their power.
Like most politicians, I doubt RP would be able to change anything at all. He might get rid of "government cheese", but not much else.
I'd rather you do it wrong, than for me to have to do it at all.
I think I've got a pretty good guess what company this is because I've had to sign an agreement that was worded almost exactly like this. I talked to their legal department and this clause isn't as bad as it sounds. IANAL, but this is what they explained to me. Basically "course of employment" only includes work I do for them and not my free time. Once that is resolved, the six months thing melts away.
Of course, you will want to talk to your employer's lawyers about this and be sure to get any clarification they provide in writing so they can't come back and change their story after you sign it.
That's what they are for - to provide a separate legal entity, if the 'company' invents the thing instead of you then the non-compete is totally irrelevant.
Genesis 1:32 And God typed
IANAL, but when I worked for a big multinational a similar situation came up. I had a meeting with my manager, a good guy whom we felt we could trust, and he warned me that refusing to sign would accomplish nothing except getting me on management's shit list. He said that legally, if I went on coming in to work after being shown the new contract, I would be deemed to have accepted it whether I physically signed it or not.
Obviously, don't take this on trust. But it might be something to ask your lawyer about.
I am sure that there are many other solipsists out there.
You are lucky, its only a non-compete agreement. In my country, your boss will threaten to kill you.
...in about 1980, so I resigned. I remember there was an idiotic clause that I had to tell them about every idea that I had, regardless of quality. I spent half-an-hour arguing with some legal drone that (a) they didn't need to know how I chose which toilet to use for a crap and (b) writing that sort of trivia down would take my entire day.
I got my revenge by publishing the best things I invented in my two months at HP in a science fiction story.
Reduce, reuse, cycle
Just add the sentence: "Signed under duress" to your signature on every page.
Add it in the same small print font that these guys typed their contract.
When sued, give the judge a magnifier and ask him to read the fine print you added.
Case thrown out and in addition you get to sue them for costs...
"Doing what i can, with what i have." ~ Burt Gummer
I have my own intellectual property and when I went to work for another company for awhile they tried that same BS.
I refused to sign it. I told them that if they wanted me to sign it, they had to sign mine. It kind of stopped there.
Any skills and experience you develop are yours after you stop working for the company. Any intellectual property you develop after you leave the company that, at no time, had any part of derived from work performed at the company, belongs to you solely.
Yes, but in my experience, the way that employers get around this is by asking, "Are you to any non-compete agreements or contracts." If you are then you will not be hired due to the new company wanting to avoid potential legal battles. This has the effect of black balling people who leave your company.
So, like, I'm wondering, if these contracts, etc. are so bad, vague, etc., (i.e. 'worthless'), then why are companies asking employees to sign them? Surely, there is something (probably lots) in it for the company, and that is why they do it. Otherwise, it appears that many of the terms, etc. of these contracts are illegal, and hence the company is possibly already doing something illegal requiring you to sign a new vague, possibly illegal contract, even if you have an existing one. Sounds rather bizarre to me. Heck, talk to a lawyer and consider suing! :-)
Just sign it. But before you do, make any modifications to the text you feel you are justified to do. Sign the modifications to the text as well.
In most cases, the person handing you the "agreement" will not notice, and you're off the hook. And if they decide to make a fuss out of it, it's time to threaten to get a lawyer. If that doesn't work, then maybe, it's time to actually get a lawyer.
If a lawyer tells you that the contract will have some force of law...the best thing to do is to incorporate yourself as a one-person consulting firm. Then any "Inventions" weren't created on your own time, but while working for...another company. Their contract can't apply, and you're home safe.
Certain rights cannot be signed away, this could be one of these instances YMMV, agreements like this frankly look coercive, the implication is - if you don't sign you'll get fired.
They can't force you to sign anything, but they might lean on you. Don't forget it's a contract, and a contract has two or more sides, if you don't like a clause strike it from the contract with the pen you are asked to sign it with, simply put, as you read it draw a pen through what you don't agree with. If you think a clause is reasonable i.e. "You will not take company ideas and sell them to our competitors", leave it in there.
Sometimes management will recognise that you have a business sense about you that could be of value and be more prepared to trust you more as you are less likely to sign away company advantages if you are signing things on behalf of the company. Point it out, if they don't recognise you as an asset for that reason start looking for a new job immediately. Until you find a new job, forget to sign it, loose the document, if confronted tell them you aren't comfortable signing it and would prefer to seek legal advice, on their time - like they say at the poker table "after 10 minutes if you can't pick the patsy - leave - your the patsy".
My ism, it's full of beliefs.
The contract is to the company, so just see to it that it ceases to exist.
Morally, this is perfectly okay, since the contract destroys your livelihood.
Ethically, it is okay, since it is tit for tat.
Legally, this can be perfectly okay, since there are many legal ways to destroy
your company, such as following orders, since companies like that are bound to give
idiotic orders, or get it indicted, or sold, or dismantled, etc. Just think outside
the box!
Any employee that is smart enough that signing away inventions is a real loss,
and at the same time desperate enough to sign, is also smart enough to have a
good chance at destroying the company. Just look at the harddisks containing
viruses, capacitors containing impurities destroying them and the computers they
are used in, or the batteries self combusting, or the massive amount of companies
that never get their products working despite years of research and apparently
manageable goals.
So what are they REALLY paying you to do? Destroy the company? Delay the product?
Lie to investors? Grovel to bosses? Not working for others? Pound you? Those are
some of the real factors for pay that I have seen, in all these cases real payment
incentives were created by aggressive clueless bosses.
Kim0
I was once asked to sign a new contract to replace my old one. This new contract contained very broadly worded IP ownership clauses that stated among other things:
I felt the first two demands were way to broadly worded. The first one seemed to extend to anything I coded in my spare time even if it didn't compete with my employer's products in any way shape or form. The second point was so broadly worded it forbad me to contribute to any Open Source projects at all even though the company it self was only to happy to use open source software. This is a brand of hypocrisy that really pisses me off. The last point was simply outrageous since seemed to clash with freedom of employment laws in my country, an EU Nation. At the time they presented me with the contract this hadn't been tested in court. I refused to sign the contact along with several other developers. Eventually the PHBs and their legal weasels came back with a revised contract. After much arguing and several revisions it stated something along the lines of the following:
Only to idiots, are orders laws.
-- Henning von Tresckow
Similar situation--but a Client, not my employer. The folks involved wanted me to do the work (why else were we talking?), and are fairly reasonable people (most actually are). It's the organization that's both crazy and incompetent. Speaking reasonably to the people usually results in a reasonable response. Speaking reasonably, in the same breath, to the organization usually results in no response at all--anything that deviates from the process is just ignored. I typed up a letter that said something like "It seems you're saying you own everything I do, ever. That just doesn't make sense to me; I must not be reading this correctly. Can you please have somebody phone me or arrange a meeting to explain what it is you're asking me to sign?" Never heard from that department again. My employer got the contract; I went to work, I didn't have to sign an insane agreement, and nobody was offended. My experience only; YMMV.
"Reality is that which, when you stop believing in it, it doesn't go away." - Philip K. Dick
Similar situation--but a Client, not my employer.
The folks involved wanted me to do the work (why else were we talking?), and are fairly reasonable people (most actually are). It's the organization that's both crazy and incompetent.
Speaking reasonably to the people usually results in a reasonable response. Speaking reasonably, in the same breath, to the organization usually results in no response at all--anything that deviates from the process is just ignored.
I typed up a letter that said something like "It seems you're saying you own everything I do, ever. That just doesn't make sense to me; I must not be reading this correctly. Can you please have somebody phone me or arrange a meeting to explain what it is you're asking me to sign?"
Never heard from that department again. My employer got the contract; I went to work, I didn't have to sign an insane agreement, and nobody was offended.
My experience only; YMMV.
"Reality is that which, when you stop believing in it, it doesn't go away." - Philip K. Dick
I work for a large cable company (one of the big ones). We make our sub-contractors sign similar contracts to prevent them from singing on with another contractor we use after requesting they be terminated... It works however in my state several of the contractors have gotten around this by claiming Unconscionable Contracts..... That is, by term of employment they were forced to sign a contract anybody who was in their right mind wouldn't sign because doing so would preclude them from working pretty much anywhere in there industry. Could this be an answer to the problem, only an employment lawyer could say for sure,just a thought.
they seem to be getting more common these days, people wanting to own every thing you do, my advice don't ! what you during office hours should not effect after hours ! or create a lovely super sex toy ;)
;)
from a legal standpoint they are shaky at best, the one i singed the guy pulled out on the hole contract so i had a lawyer look over it, said it gets put in bin out soon as you prove what arsshole they where, btw don't ever trust worldbizonline, or any one who worked black ops in a war that never happened
It is way past time to update your resume.
I was once asked to sign an "updated" non-compete; right before being laid-off.
I am the unwilling control for my Origin.
hi stellar7,
I've had year-long non-competition agreement with the Ferrari Formula 1 team when I left them at the beginning of 2005. Their reasoning (fear) behind it was that I could immediately take my knowledge of the race car design to another team. But after a year, with the speed of technology development, this design knowledge would be outdated.
I did have discussions with lawyers if such a contract is legal or not. Well: in Europe is IS legal IF THEY CONTINUE PAYING YOU after leaving the company. Otherwise a judge in Europe will take about 20 second to review the case and say you are right. So Ferrari continued paying me for a year for not working for another F1 team (I had no restrictions for the rest). (I offered to sign a contract for life instead of 1 year, guaranteeing never to work again for a Formula 1 team, but unfortunately they did not accept my generous offer!!!!).
Regularly with my work as a consultant customers try to make me sign such non-competition contracts. They always quickly drop it after I point out to them that I'd happyly sign it....if they pay me for it.
The type of contract they are trying to make to sign doesn't sound legal at all to me.
good luck! Chris
Last job I had they wanted me to sign an agreement to own what I did on my spare time. (like I had any) This is nothing compared to what they are asking for you.
I told them, it's a non-negotiable point: take it out. They did and later in the negotiation tried to get me to give a little saying "Well we removed the intellectual property clause". I had to remind them that that wasn't a negotiable point. That it should never have been in a contract with a work for hire employee to begin with.
Walk away, and tell your fellow employees to do the same.
The IT job market is hot, go find a job where they don't think that they own you.
I would rather be ashes than dust!
My company has a (less restrictive) agreement as well. When I started writing open source on my own time, I filled out an exemption form listing the type of free software I was developing, and briefly explaining why it is unrelated to the company's business and thus not covered under the agreement. After a couple of months (well, it's a large company :-), of review, the lawyers agreed, signed the form, and sent it to HR to be added to my file. I kept a copy... veeery carefully.
The key (I think) is to be reasonable, polite, and professional. Perhaps you'll have the same positive experience. It's worth a try.
(By the way, I give all of my best work-related ideas to the company. That's the deal we made when I was hired. In return, I've received steady promotions accompanied by frequent bonuses, so I have no qualms continuing to "ride for their brand". It worked for me, at least, but of course I've had mostly excellent managers and high-morale teams thus far. YMMV.)
I am in a similar situation with my employer, where all members of the IT staff are being asked to sign a such an agreement. The concern is that we would run off with a copy of the backup tapes and sell them to a competitor. However, no other department, such as customer service (that has access to all customer contact information) or accounting is not being asked to sign one. In addition, no compensation is being offered for signing away these rights. It feels exploitive and unfair.
When my company presented us with a similarly overbroad agreement, termination was certainly an option, as I live and work in an 'at will employment' state. The senior VP came downstairs and gave us all the 'sign or else' speech. Morale skyrocketed.
I had no quibble with what Legal and management said was the intent of the agreement. But the agreement was very poorly written, trying to lay claim to anything I ever thought of, and also was defined so poorly as to go beyond inventions to copyrightable work. Since I have a side business that produces such things, which management had blessed for years, this didn't sit well.
I hired an IP lawyer, who advised me to go ahead and sign, but to attach a cover letter explaining my position - that I interpreted the agreement as covering inventions only and not covering specific outside work, which I listed. I stapled it to the agreement and turned it in on the deadline.
Legal of course freaked out and told me I couldn't modify the agreement. I said I wasn't modifying it, that's not what a cover letter does. After a while they produced a new cover letter, which I rejected with changes, and after about eight months of this back-and-forth we had a new agreement.
I work for a company that makes air conditioners in Ohio as a design engineer. We ad to sign something similar. No time period after employment, but inventions we created could potentially be signed over to the company if they were either company related or if the company could prove I'd used their time or resources to develop the idea.
It is arguable that it is unenforceable becaue you are *already* employed there and have a reasonable fear of losing your job if you don't sign it, and contracts are null and void if signed under duress. That being said, if yhe claim something it will go to court and you'll have to fight that you were scared.
I would say, however, that you have the right to say that this is a change in terms of employment, and you have legal rights to challenge it. Depending on your state, you should go to the employment regulation authority for legal advice.
Your options are:
Refuse outright, risk being fired, but file a law suit if you are.
Agree to the six months *only* if they continue to pay your for those six months. (Requires negotiation)
When you sign the agreement, black out the terms you do not accept, initial your changes, and see what happens.
What ever you do, see a lawyer who specializes in employment law. You have rights regardless of what the company things. Oh, and by the way, start looking for another job.
I have a contract now where they wanted that kind of NDA/Non-Compete. Those boilerplates are just getting silly and theirs was one of the silly ones. It covered the earth, moon and stars to the end of time. I refused to sign it. We worked for a while without one, then negotiated changes to the language. The specific changes:
- Inventions and IP were limited to novel work and inventions I was developing for hire and specifically exempted common and routine code structures.
- Non-Compete was limited to the actual customers I worked on location. In addition, I agreed to withdraw from competitive bids we both were bidding for one year.
- I stripped out every reference to partner companies and subsidiaries.
- References to transferability were removed. If the company is sold or files bankruptcy I'm released from the terms of the agreement.
There's a lot of work out there right now, too much to sign dangerous contracts with paranoid companies being ruled by fear. Because some mid-level exec went to a seminar where a lawyer scared the crap out them, or the outsource HR service wants to score points by making it look like they're actually doing something for the money. Sometimes sudden updates are an indication someone is interested in buying the company, in which case I wouldn't want to limit my options by signing away a negotiating position.
Most times you'll just get fired for refusing, so be prepared. I discovered over the years that working a W2 job for one company and living paycheck to paycheck is a great way to be held hostage to this type of legal extortion.
That's our life, the big wheel of shit. - The Fat Man, Blue Tango Salvage
When I was in college, we talked about this specific question in regards to a non-compete agreement signed during employment with no additional pay offered. The question being: "Does your continued gainful employment constitute the 'consideration' necessary to form a legally binding contract, or contract amendment?" The answer from the professor was that it probably varies wildly from state to state, and no assumptions can be made on a national level. They clearly cannot force you to sign something on the way out the door with no more money, but everything else is a grey area.
I don't think this would qualify for "duress" either, since you are free to not sign and quit your job.
SirWired
Ask a lawyer since the legality will depend on your locale. Generally speaking, most states have some pretty strict limits about those sort of things.
My previous employer had a non-compete agreement, but their feeling on the subject was that it couldn't be enforcable unless the employee was duly compensated for not competing. So, the agreement stated that for a period of 1 year after leaving your position you were supposed to notify them of any offers of new employment and they had the option of countering with a 10% premium over the value of the other offer (e.g., they paid you not to work for that company) for up to 1 year. They didn't have any particular issues with patents and so on, but if it were demonstrable that something you or your new company patented was based on their technology, they no doubt would have good grounds for suing.
My guess would be that those terms would be unenforcable -- particularly the patent part because it would put you in the position of having to divulge the technological developments of a third party to them for review, which you probably could not legally do.
Seriously, don't sign a contract if you are unhappy with the terms, and do ask a lawyer if you want the job badly enough to make that worthwhile. Courts may later agree that the contract was unenforceable if it comes to a dispute, but you really don't want to get into that position in the first place.
;)
In a previous job, I requested changes to my contract relating to ownership of work done outside company time - specifically that several pre-existing products I had created were not covered by the contract. They ummed and ahhed, but agreed to the changes.
Boy was I glad I had those changes written in - I wasn't being paranoid after all. Three years later, when the company had new managers and was merging with another company, they tried to take ownership of some of those same products (which had been used with no payment by them in their core product, with my permission of course). They pointed at the standard contract. I pointed at my modified contract. They went on to make me some other non-tempting offers (like - we can use your products, but you are liable if they go wrong), which I also refused. My terms were simply they could use them or not, with no payment, but at their risk. They could strip them out if they didn't like them. Three rounds of pointless discussions later, legal had to agree to my terms.
Always make sure your contract says what you want, even if you absolutely trust the people you are making the initial agreement with. It just avoids trouble later, and can even bring a smile to your face
I had one job where they gave me some contracts to bring home and sign before my first day of work. The one document was a non-compete contract which basically said that I could not get another job in the same industry within a 30 KM radius around the business' location while employed by them, AND for 3 years after leaving their employment.
I was blown away by the thought that they could effectively freeze me from getting another programmer job in my town. What was I supposed to do if I quit? Work at Burger King for 3 years before I could go back into programming? So I did some Googling and also spoke to a personnel agency owner I know and found out that these are just scare tactics, and at least in Canada are not enforceable- you can't tell people where they can and can't work. The main way they ARE enforceable is if, for example you are a salesman and take your list of contacts with you. That's a no-no.
I'm not sure how it applies to knowledge gained or what you 'think up', but I would imagine there is a similar limit to how far the law will go toward allowing a company to slap restrictions on your own knowledge. However, if you work on a project on company time, I'm sure you can't go else where and make a similar version of it for someone else.
The main point - consult an expert- contract lawyer is best.
...there's also the coward's way out:
Sit on the agreement without saying yes or no.
First time someone asks about it, feign ignorance. Tell them you misplaced it, ask them to mail you another copy.
Second time someone asks about it, claim you're busy and haven't had time to review it, but you'll add it to your todo list.
Third time someone asks about it, respond that you did review it, but you have some concerns about some of the language. You think you'd like to run it past a lawyer.
Fourth time? Still looking for a lawyer.
Fifth time? Found and retained council, but his schedule has been booked solid, haven't had time to meet.
Now weave in a few "lost" emails ("must have hit the spam filter, can you send that as something other than a PDF?"), maybe a few questions about who on the company's side is authorized to negotiate changes to the agreement (you can claim your lawyer needs to know "just for the file").
If you've played your hand right, you've done two things:
-You've quietly sent the message that getting you to sign this thing is going to be a big, hairy, painful, awkward undertaking. Basically, a hassle.
-MONTHS have gone by without either side getting their back up and threatening drastic measures. Nobody wants to threaten you if you're just dragging your feet, but seeking counsel.
Basically, you use the bureaucracy's inefficiency against it.
Here's why it works: if you stall long enough, getting you to sign will literally drop off everyone's todo list. Even the biggest waste of an HR drone will prefer to go play minesweeper rather than chase you down, bug your management, etc, etc. Ever go on vacation and forget all about a task when you got back? That's your goal - delay until a bigger problem occupies their energy.
For extra credit, try to keep your manager out of the loop as much as possible. Everybody hates HR, so give him an excuse to avoid them. If he reminds you, nags you, whatever, your reply is "oh, yeah, I said I'd do that. I'll get back to HR directly, thanks." Now he doesn't have to deal with HR, he's happy - and forgets about it that much more quickly. You've taken an uncomfortable chore - hassling you - off his plate.
Sure, it's the Coward's Way Out - but in a modern Dilbert-ean office, it works surprisingly well.
Or it's just a company whose executives have better things to do than read the fine print on whatever generic legal documents their counsel gave them.
If a company has poor legal staff and/or executives who are negligent in how they conduct basic business practices like employment then that's entirely their problem.
Personally, I use this area as one of a small number of "acid tests" whenever I'm considering a potential new employer. There are certain contractual stipulations that count as black marks. If they have any of these in the first contract they show me then unless it's otherwise a spectacularly impressive offer they go to the bottom of the pile, which usually has other offers in it that don't attempt to screw me. Most potential employers will therefore never get a chance to fix that mistake. For those who do, I politely and clearly explain my objections to their terms. If they come back with a document with every objection properly addressed, I'll consider them again. If not, I conclude that their culture is not employee-friendly and bin them permanently. No-one gets a third chance.
If that sounds unreasonable to anyone, please consider that employment is a competitive market place in both directions. Popular employers with many CVs to look at can easily afford to throw away any that look dubious to avoid accidentally hiring a fool, even if it means overlooking a few good people by mistake. Similarly, good employees who will be valuable to an employer can afford to throw away any that might look dubious to avoid risking a lot of grief later, even if it means turning down a workplace that might have been good. Sure, the market occasionally gets so biased in one direction that contract negotiation is bordering on one-sided, but IME this only ever lasts for a few months, perhaps a year or two. Unless you're very young and inexperienced or you've been exceptionally unlucky, you can probably ride out such a bad patch in other ways rather than take on a job with abusive terms.
If you disagree, post your argument. (-1, Overrated) isn't your personal censorship tool for views you don't like.
I meant to say "They cannot enforce anything you sign on the way out the door with no more money."
SirWired
From what I understand, since you're already employed, they cannot fire you or otherwise release simply because you won't sign a new non-compete agreement.
The verbiage you posted looks very similar to what Ingersoll-Rand wanted me to sign, before taking a position with them. I simply re-negotiated a revised version with their lawyers that gave them appropriate rights to anything that would be business related. No reason that they should get royalties and rights when I invent the 'Jump to Conclusions' mat, when it had nothing to do with my J.O.B.
Definitely check with a lawyer, but I don't think they can threaten dismissal if you don't sign the new one.
I never signed it & gave a non-committal answer whenever I was asked about it by someone who wasn't my boss. When he (boss) asked me where my signed copy was I told him I didn't sign it & the older one was sufficient. I was expecting to get fired for that comment but I wasn't and he never asked me about it again. When I did quit down the road (for personal family reasons) there was no ill will, I never betrayed their trust and as far as I can tell they never betrayed mine.
EVERYTHING you might invent. That is overbroad.
I always wrote in the exceptions, being the projects and areas I had already worked on previously, including ones I just did research on, and laid them all out in an addendum to the agreement. Most of the items were not related to the company, but some were, but they always signed and hired me.
Just say you are having your lawyer check out the contract before signing.
Then find a new job.
The company asking you to sign will slowly go out of business because only unskilled or stupid workers would sign such a thing.
I was asked to sign a similar contract when starting a job at a company. I made them reword the contract to say that they had rights to all the programming I did "ON THEIR TIME", so that I could still twiddle work my crap at home on my time.
If a company wants to buy my free time (or any time away from work) it would have to come with a huge salary that I haven't been offered yet.
- I live the greatest adventure anyone could possibly desire. - Tosk the Hunted
I had one place ask me to sign an NDA and a NC, which had the "up to six months" proviso, which was not only bad enough, but stupid as well.
However, here's the zinger: They stipulated that if I were to leave for any reason (quit or fired) that I would be required to notify any and all potential employers during the interview process that I worked for them, to give the interviewers the company's contact info, and inform them that my ability to accept any offer would be based on the company having first informed them of my abilities and true reason for leaving.I had the contract rewritten. They balked. I told them to shove it, and found a better job elsewhere.
One guy who quit this place I considered left the country to find a better job, because this company (a hedge fund) hired a P.I. to ensure that this guy (who was a key designer of their trading system) would be properly motivated to ensure that the company approved of where he would work next.
All I can say is, WTF?!
I really think IT workers missed the boat on this one, if they were represented by the Teamsters, for example, none of this would be happening. No individual restrictive contracts, and most would be employees, not sub contractors.
I think that the IT folks thought themselves above unionization because they were "smart" and did not need collective bargaining.
They were, and are wrong.
Imagine a Union Electrician being treated in this fashion?, I don't think so.
In the construction trades, the workers move around quite a bit just as in IT. Their health benefits, vacation pay, and pension are with the union, not this a myriad of companies, and are good plans.
It really is the answer to this treatment of IT workers.
Think about it.
Cheers
* Carthago Delenda Est *
Ohio is a right-to-work state, meaning that you have the right to leave any company you wish to pursue the same career at another company. Your personal skills are your own, meaning you can sell them to whatever company wants to pay you.
Basically, this means these non-competes are a load of horseshit. HR people think they can be tough and cover their asses by having everyone sign them, but in reality, they are meaningless. Obviously, if you invent something using your company's assets, time, or money in the process, it's theirs. That's fair.
If you have specialized skills within your field and another company comes along and wants to pay you more money for those skills, you are entitled to go to the new company. I've worked in a handful of consulting-type companies, and every one had me sign such an agreement, yet nothing happened when I'd leave for a competitor. It may be tougher if you are in sales, as you may take your customers with you, but if your sales skills are so good that you bring in tons of customers, regardless of where you work, you can put those skills in action. The customer's loyalty is up to them...
Why don't you just ask them for 6 months pay in advance? Then you can take a 6 month vacation when you get let go/fired/quit and you don't have to worry about the legal repercussions.
This type of agreement is unenforceable. A friend of mine has a sister thats a lawyer specializing in labour and termination disputes. I asked this kind of question of her when I started employment at a new company and had some concerns about some of the terms of the NDA and non-compete. She told me that any terms of the agreement that extend beyond the term of employment are unenforceable.
Thomas A. Knight
Author of The Time Weaver
You're not the only one that's been faced with the prospect of swallowing the end result of some dumb/greedy corporate lawyers. You can "comply" with the agreement, if you have to, and possibly keep your job while showing them how idiotic the policy is — especially if you can convince some coworkers to do the same.
Dear Ms. Tarzian
http://cltracker.net -- powerful craigslist multi-city search
Questions I have about the language you have in there include:
If you think they will fire you for not signing it, get your resume together and start looking for a job. But whatever you do, spend a hundred bucks talking with a lawyer.
"Who controls the past controls the future. Who controls the present controls the past." -- George Orwell
This is a very good question. I have some experience here...
Years ago during the era of irrational exuberance I worked for a company very briefly before deciding I had made a mistake and resigned. In the exit interview they insisted I sign a newer, more restrictive non-compete agreement... and I mean they INSISTED. I declined but since they were freaking out over it I agreed to hire a laywer and have him advise me.
Of course, the lawyer told me not to sign anything since I no longer worked for the company but I learned quite a bit. First off, in 19 years of doing software development I have never worked for a company that did not require me to sign one of these agreements. I did learn, however, that a non-compete agreement is about as enforcable as a pre-nuptual agreement. That is, it's a very, very gray area. As has been stated here, you can't enforce something in a contract that is illegal. For example, I signed the agreement here in MA... the agreement prevents me from working for competitors for a period of 12 months after I leave... and the term competitor is *always* left generic. Now here in MA, that's a gray area. You see, the state of MA has a law that prevents an employer from restricting my ability to be professionally employed in my field. See, more gray area. My lawyer told me it really depends on the specific situation and sometimes even what judge you get.
My advice... sign it if you want a job... and if the company ever tries to enforce it, fight it to the full extent of the law! Don't assume the company is telling you the truth. Get a lawyer and FIGHT! Of course, after 19 years in the business, I have never had to fight one. The company that was trying to force me to sign a new agreement promptly dropped the subject after I consulted a lawyer. That should tell you something right there.
Personally, I find this while "legal" tactic reprehensible. But, there is a lot of it around especially in the U.S. Every company wants to become a patent mill. :)
What you will hear from the employers is "If you have an invention within 6 months after termination, you were probably working on it while employed" which, is bogus, especially if the employer was NOT paying you as a engineer or some other level that warrants this. I have seen a classic grab where, lets say (in a fully fabricated reality), the company produces music players and the former player invented a new kind of nipple for a baby bottle. The music player company tried to say that invention was of interest as they were considering licensing baby bottle patents as part of their business.
One thing to ask for is that this clause be null and void if the company terminates you involuntarily, especially in the case of a layoff. (If they fire you for cause, you are in a bad place legally anyhow.)
Non compete, though, is something that has held up. I am a consultant/contractor and often have to sign business contracts on the order that I will not try to drum independent business with that company's clients for 2-5 years after my contract terminates. In this case I ALWAYS get a rider to the contract that states that it does not apply to any business with which I have a previous relationship, and I have good records.
Also, if you really like the current employer and don't want to jump ship as a way to get around this, ask for a negation clause. AND add that ANY invention is not developed on company time nor with company resources that also has no bearing on the companies CURRENT, at the time of conception or invention, be explicitly excluded and keep good records (including the trick of mailing yourself the initial and keeping the sealed envelope when you come up with an idea that might have future value to you.
Lastly, I assume there in nothing in the original employment contract that implies they can force you to sign a new contract as a condition of employment.
I have always thought it might be fun to line up a few of these companies, work for each 2-3 months, and come out with a patentable invention 2-3 months after the last employ and sit back and watch the fireworks.
I'd send them maybe 10 inventions a day. Only takes 2 minutes, anyway.
1. Method to sleep standing
2. Algorithm to quickly rot eggs
3. Method to pee the longest range
4. Efficiently breathe with one nostril
5. An enhanced ROT13 encryption scheme
6. Identification of potential weak spots on toilet papers
7. Algorithm to differentiate different brands of bottled water
8. Making efficient frisbees out of DVDs
9. Putting the most number of goldfishes in a fishtank
10. Method to sleep with eyes open
Do it for 30 straight days and see what they can do. After all, they ask for it.
Post-employment non-compete agreements without any compensation are completely unenforceable. I'm not a lawyer, but I've talked to plenty on this very subject. I work in an industry with very stiff non-competes - When I left my last job, they made me sit out (not do any competing work) for 3 months. But they had to pay me for the privilege. And I could have given up the money and moved on sooner. And claiming rights to your post-employment inventions? Crazy. They'd have to fight your next employer, who has a MUCH better claim. So feel free to sign - it's a bogus agreement.
I just tightened the scope of mine to pertain to inventions created on company time, with company resources or directly related to the Company's core business. HR checked with the company attorney, who tweaked the language slightly and we agreed. No problem.
This is just a case of their attorneys asking for everything and it's up to you to negotiate them down. However, IANAL.
I also signed the Official Secrets Act too, so for future reference: Jackpot, no rank, 777.
It always puzzled me what exactly I would invent while selling One Day Travelcards to Aussie backpackers. Until I found out that BR had been messing with the mind of Shirley Maclaine / David Icke since 1973...
Shiny. Let's be bad guys...
...is what the company gives you in return for things you give up. When you sign something new, new consideration is required.
So I'd ask the question, what is my consideration for signing this? They can't say, "your job." You already have that. And to threaten you with being fired to get you to sign it is duress - which isn't legal.
Personally I never sign anything I don't agree with, and certainly nothing that doesn't offer something in return.
While over the years employers have taken issue with my stance, I've never lost a job because of it, and I frequently have gotten what I felt was fair and acceptable consideration in return.
If people were meant to go around nude, they would be born that way!
They can't make you sign something like that unless they offer some incentive like higher pay. And even then, if you refuse, it's very unlikely they can take punitive action. In most jurisdictions, the courts would severely frown on that.
In my first job as a civilian (ex Army here), my non-compete forbid me from working for another company doing the same specific work within a 50-mile radius and for 18 months. It was a planned move on their part, it was a satellite communications company in Virginia with just one competitor in the area. There was nothing that they could do to stop me from working for their competitor, but I would not be able do to for them the same kind of work for the first 18 months. This was perfectly legal, it was disclosed in my offer letter in very plain language.
The funny thing is that one of those noncompetes actually saved me from a messy situation once. An ex employer reached out to me to get him out of some mess I would rather not get into. I was able to tell him that no, my noncompete in my new job forbid me from doing that kind of work for anyone within 50 miles. My previous employer was just 5 miles away, tough shit. I did invite them to call my current boss and see if he could fit the work in my schedule. That's the last I heard from them.
Pedro
----
The Insomniac Coder
>"A. Employee shall promptly and fully disclose in writing to [Company] any inventions, improvements, discoveries, operating techniques, or "know-how", whether patentable or not (hereinafter referred to as "Inventions"), conceived or discovered by Employee, either solely or jointly with others, during the course of Employee's employment with [Company], or within six (6) months thereafter. "
This means that you are granting them the rights (which you can't legally do) to stuff you create for a future employer for up to 6 months after you leave.
Have they offered you a concomittant pay raise for changing the terms of your employment and making you unemployable for 6 months after you leave? Didn't think so.
Tell them you can't sign it, and start looking for another job.
Kevin Smith on Prince
Another good question is how enforceable is an employment contract after you are no longer an employee? If you agree to not hire anyone from company X during your employment for X and for one year thereafter, and then X fires you, is that employment contract still valid? I wouldn't think so (but then I am not a lawyer, and law doesn't subscribe to logic). I would think they would have to ask you to sign another agreement stating that you will not hire from their pool, and I suspect that there would be nothing they could do except offer you money to get you to sign it.
If you are not allowed to question your government then the government has answered your question.
Okay, there are several things broken here.
First, you yourself need to develop an opinion as to whether this type of deal is tenable in your situation. If you are an enterpreneurial type, you may be building cool tech in your garage and this type of IP agreement would apply to your whizbang secret garage toys. However, you may not have that bug, and you may not be thinking of building a whizbang in your garage. If the latter applies, then maybe you don't care about those rights, and ergo you would have no problem signing them over. Six hundred monkeys on Slashdot are not going to tell you how you yourself feel. If the former situation applies, think about a Plan B -- quitting and working somewhere else, taking a pay cut, negotiating a different contract, etc.
Second, you are asking for legal advice on Slashdot. This is exactly the wrong place to go for opinions of legal or medical significance. There are guaranteed to be zero doctors or lawyers reading Slashdot at any given time. Fork over the $300 or so that it would take a lawyer to explain your options to you.
Assuming that you enjoy your current job and are willing to fight this, you should try social engineering. Apparently some people in the company are trying to bully you into signing over your copyrights. The way to handle this is to bring it out into the open and make the bully the laughing stock.
Discuss the agreement with your colleagues over coffee and/or lunch. Collect a bunch of alpha geeks and other thought leaders among your co-workers. As the representatives for a group of outraged employees (i.e. yourselves, unless the whole department is outraged), brainstorm some tricky questions and schedule a meeting with the guy who tries to enforce the agreement. Then walk in to his room, sit down and start asking tricky/stupid/self-evident questions. Some ideas:
You get the idea. Any reasonable manager would see the light after the first question.
--Bud
First, you don't have to sign. So don't. Second, try to communicate the fact that you won't sign in email. If they threaten your job in writing, in most states, you'll have hit the jackpot. Don't quit over this. Let them make the move.
I've worked for companies that have tried to change employment agreements. Usually it involves trying to get employees to sign away their rights to sue. In any case, the companies were never able to fire the employees. At most they would move them into position they didn't like to try to make them quit. Usually they would drop the issue and let it quietly go away.
IANAL, YMMV.
Some years ago, my employers found out that (a) if a clause in an employment is found to be unreasonable, the clause is simple wiped out, not set to whatever is decided to be reasonable and (b) that most of the non-compete and patent-assignment in their current contract would be regarded as unreasonable. Therefore, in effect, they had no such clauses if an employee chose to argue about it. They therefore hastily drew up a new contract taking legal advice as to what would be regarded by courts as reasonable. The resultant contract was much more lenient.
If I invent something not directly associated with my current project, I have to give them first refusal to develop it, but if they don't take it up, they retain no rights. The have not rights over inventions I make after I leave - unless, of course, they can show that I was working on them before I left.
I only have a three month "no compete" over projects which would complete directly with equipment that I have been working on. So I can go straight to another company that makes competing equipment provided that I don't work on that equipment for three months.
Those requirements are actually less restrictive than my own sense of fair play, so I have no problem with them. Other UK workers might be interested; obviously it is different elesewhere. And, as always, IANAL.
Consciousness is an illusion caused by an excess of self consciousness.
Yes, we know the heavy majority of readers here are male, byproduct of the culture imho.
By your reasoning, no change of widespread bigotry should ever happen. If a group is being discriminated against because 95% of the population is racist, obviously they should expect that behaviour and stop complaining about it. You know, rather than trying to solve the problem.
Ok, the analogy is a little extreme, in fact, it's a bit off. We're not denying anyone rights, and this certainly can't be called hate speech or discrimination. She was also modded up, indicating that her comments were well received. It was an honest mistake to begin with, the only problem was denying it ever was a mistake. It just breeds a 'subtle' stench of gender exclusivity that I don't think the Slashdot community really needs, it probably comes from their hollow egos being shattered by a girl
The silly sods will never know what hit em. Spam em with every stupid idea you or your cat comes up with. Never mind lack of originality, usefullness or decency, thats for them to decide right? In any given day you should be able to report as many "inventions" as you can bother to write down.
For instance:
If you find that adding two pinches of salt to your pasta in stead of one is better, write it up.
If you find that adding two pinches of salt to your pasta in stead of one is worse, write it up.
If you find that adding two pinches of salt to your pasta in stead of one is about the same, write it up.
If you think about adding two pinches of salt to your pasta irregardles of quality, write it up.
>Maybe people should just realize that "he" is the gender-neutral pronoun in English!
Yeah, because "Man is an unusual mammal because his breasts are much larger in proportion to his size than other mammals" makes *perfect* sense.
Nostalgia's not what it used to be.
I've been in love with technology since I first started programming on my TRS-80 CoCo in 4th grade. I've written hundreds of thousands of lines of code for the sheer enjoyment of it. I've worked in IT as a programmer, a system administrator, a Database Administrator, IT Management, Datawarehousing, and many other roles. I've made and/or saved companies hundreds of millions of dollars during my career. However, with each passing day, I find IT less and less of a rewarding area in which to work. Employment contracts that force you to give up rights or be fired, diminishing benefits, diminishing salaries, no cost-of-living adjustments, no pay for overtime. Overtime required or you're fired. All of these things added up have managed to destroy what used to be my greatest desire: To work on exciting new technology; to create; to invent; to surmount obstacles; to overcome through the power of technology. Now my main focus is to get enough rental income so that I can get out of the business. Are you hearing what I am saying? I LOVE IT and technology, I want to be creative and solve problems, but the IT business world has crushed my dreams such that my strongest desire now is to GET OUT and do RENTALS. What a waste of my passion and abilities. But I can't take the demoralizing, crushing BS any longer.
If you are not allowed to question your government then the government has answered your question.
Never sign anything without asking a lawyer. These things are far more complicated that you would think. (I was married to a lawyer and I studied military law so I know enough, to know that I know nothing).
Excuse me, but please get off my Pennisetum Clandestinum, eh!
This is beyond a non-compete, it's an intellectual property grab. They have some real interest in preventing you from coming up with a great idea at their company, using their inside knowledge, your colleagues, resource, market knowledge, etc. and deciding to go off on your own to do it rather than work with them.
But this can create legal problems if you quit and go work for a competitor. I would only sign something that pertains to inventions made while employed by them that are reasonably related to the current business activities of the company.
Under this for instance, you could have a great idea, pursue it at your company, have it shot down and be unable to go somewhere else to develop the idea.
Are they willing to pay you for those 6 months when you can't work in your field otherwise?
"It's the height of ridiculousness to say for those 9 lines you get hundreds of millions."
Yea there are definately issues depending on what state/province/country you're in.
The way I look at it, if I create something during the normal course of doing my job then OK I can see that work being owned by the company. I believe the next thing though is that the employee should get some kind of payment for said invention if the company profits from it. I seem to recall that's how things worked at IBM some time back and at Bell Labs, but I could be wrong there.
What I have an issue with here is the notion that I don't own what I create for my own edification outside of the workplace with no tie to the company I work for. If I created, on my own time at home, the next great spatula, my company should not own my new spatula invention.
So it's one god damn word, the most basic pronoun in the English language, and I don't know about you, when I learned it, 20 some years ago, they told me it described someone with a penis. It's a pronoun to describe a male, that's how people understand it. If you disagree I'd advise you to go to a local strip club or red light, and refer to the 'working woman' by the male pronoun all night. Call her 'he'. Sometimes you might get lucky, but most of the time that should settle things.
NCAs are pretty commonplace. IANAL, but I don't think I'd sweat it too much, you'd think it would go pretty much without saying, but the primary purpose of these is to make sure folks don't use the employer's resources and accumulated knowledge to either start a rival business using their proprietary information, or to help a competitor gain an advantage in what would amount to industrial espionage. I highly doubt any employer would go after one of their employees for doing some unrelated work on the side, but would have a pretty big problem if an employee was double-dipping by bringing that work into the office to "catch-up". There's also the common element of the company "owning" all inventions an employee conceives while working for them, I suspect it would be hard (if not impossible) to assert ownership of any innovations that were completely unrelated and weren't conceived of using the employer's resources. Again, this is to make sure that if an employee has a brilliant flash of an idea while working, that he can't just quit and go into business for himself, or even just hold good ideas relating to the job and not feed them back into the system for product or process improvement. A few months' lag time helps ensure that the employee's knowledge of proprietary projects will be largely obsolete by the time they're eligible to hire on with a competitor, and the employer would likely only know about and pursue a remedy under an NCA if something egregious happened. I highly doubt they would waste resources spying on former employees' current situations unless they had reason to believe someone was not only violating the NCA, but sharing secrets with a rival (even something like sharing a product rollout timetable or projects that they were developing).
talk to a lawyer about writing one of your own contract for employment and have the employer sign it. One that give you rights to your own inventions and not have non-compete clauses in it should you leave the company. When employer hire middle to upper management they have different employment contract, borrow idea from them for a golden parachute for $1 million should you be terminated or downsized from the company. That my best advice for you, America and Canada have funny way to treat employees, unlike Finland.
Disclaimer: IANAL;
The law is kind of irrelevant if you're never going to take it to court. And the only reason you'd take it to court is if there's money involved (or if your former employer has a policy of prosecuting every sleight and damn the expense).
If there IS big money involved, you can be somewhat comforted by:
a) Non-competes don't have a good history of being enforced in the first place (but variations exist between states).
b) The law tends to frown upon asking an employee to sign a new non-compete after they've already started working somewhere. It's tantamount to firing someone without cause (again, varies between states).
c) If you're a highly sought after talent you can ask future employer to indemnify you against the liability.
d) If your current employer fires you all bets regarding labor agreements you've signed are off. My opinion is that they've acted in bad faith regarding your employment agreement so you can render all agreements null and void, but what actually flies in court is that they cannot deny you an opportunity to earn a living.
I wouldn't sign it. If you want to, remember that any contract can be changed before it is signed. So, you can tell your employer "I would make changes X and Y" and they can change it. You can even strike sections you don't like with a pen before signing it. As long as the other company is ok, you are good.
As it was explained to me when I asked about signing just such a NC agreement...
1. In a right-to-work state, they cannot keep you from working any gainful employment. And in order to get gainful employment, you need to have expertise in the field, which you also needed to get the job you're in.
2. This company was probably burned by an employee quitting and directly competing with an idea they got from that company, using "trade secrets" they learned while there. They can word a better NC agreement that doesn't restrict you so much. The one post I read about agreeing to pull out of common bids for a year is a good example.
3. Many companies have learned to work around NC agreements, by hiring you "provisionally", and assigning you good work that doesn't involve deep proprietary information for the period you're bound to.
So while it's largely unenforceable anyway, companies know how to work around the gray areas. So if you want to work at your current company, sign it or keep putting the company off like the other post on using the bureaucracy against itself. If you think you can find another job quickly, simply refuse to sign and dare them to fire you (it costs a lot of money to find a replacement). If you think you'll be competing against them *directly* in the future, then refuse to sign it, or sign it and be aware that you'll have to take more than the NC period to start competing. If you think you will be working in a similar field that doesn't directly compete (a HUGE employment pool, relatively), then sign it, or delay (this is the path I took), and let them worry about enforcing it later.
One caveat is that I didn't have to tell them every time I had an inventive bowel movement.
YMMV, IANAL, etc.
Better this than the opposite mentality. The last job that I worked for (Parks Medical, Inc. in Aloha, Oregon) enforced a complete company-wide ban on any creative ideas that any employee might have had for any improvement in the company operations.
They were absolutely committed to 1970's technology to the point where they would search to the remotest corners for old 74LS and CD4000 series discrete gate logic chips. Their designs had capacitors and resistors hanging off CD4000-type gates and feeding back. Going off a circuit board across a backplane bus to access a single unused inverter gate in a distant part of the circuit. All sorts of weirdness and madness. They had lost all the original designers (who didn't leave comprehensive notes or documentation) and had only one or two people in a company of 100 who had any idea of how the circuitry worked.
I was put on probation when I tried to implement a $5 DSP microcontroller that would replace a $500 board filled with 555 timers and TTL chips. And I designed and documented my board on my own time after hours.
I was finally fired after having had implemented a tiny script in MS Access that would allow me to avoid copying long strings of 12 to 15 digit numbers by hand onto pre-printed calibration forms.
So if you work for a company that even acknowledges the possibility that their employees might have the brains and talent to make the company run more profitably, then you should consider yourself lucky. After all, you can always get a lawyer to arbitrate and resolve any implementation of the ideas that you might have.
Believe me, there a lots of worse situations out there.
I had the joy of paying to get out of a non-compete agreement, so here are some advice of lessons learned:
-The [Company] must clearly define what their business is. And all IP, inventions, etc should only apply to the "business definition".
-The [Company] must clearly define the geographical region where they conduct business, if global is the answer, then that is not acceptable.
-Don't do the competitor clause, use a client/distributor don't touch list (which only applies to the geographical region). Company has a listing of active clients that you are not allowed to poach for the 6-12 months post.
The whole purpose to a non-compete agreement is so that you don't use the skills and resources you have with your current employeer to divert income away from them.
If they don't make money selling cookbooks, then they have should have no rights to the cookbook you are writing on your own time, with your own resources.
Remember your name is Kunta Kinte not Toby.
One of my previous employers wanted me to sign such an agreement when I was getting RIF'd, in order to get my last paycheck (talk about sleazy!). I refused without sufficient changes, unless they wanted to continue paying my salary for the time limits in the agreement (a year in my case). We finally made some compromises that made the agreement acceptable to me. In your case, if you don't want to speak with a lawyer initially, determine what you would be comfortable with, including any compensation that may be reasonable for the rights they are asking you to give up. Usually the need to pay for their egregious behavior will help mitigate their demands. If they won't compromise to a situation you do feel comfortable with, then by all means see a lawyer - one with a lot of labor rights experience.
Sometimes, real fast is almost as good as real-time.
I didn't see any non-compete terms in what the original poster had, just patent assignment. So what is all this nonsense about lengthy and restrictive non-compete terms?
Every time this issue comes up, you get hundreds of armchair lawyers saying, "Oh, just sign it, it isn't enforceable, anyway."
Well, the fact of the matter is you'll never know what is enforceable or not until you pay some lawyer $10,000.00 for the privilege of arguing it in front of a judge, and even then, you never know what will happen on any given day in court. The judge could enforce the agreement (you did, after all, sign it), he could modify it so it conforms with state law (well, you intended to agree to this, but it doesn't quite conform to state law, so here I'll modify it for you so it conforms... you're still on the hook for some, but not all, of what you agreed to), or he could toss it outright.
But you never know what is going to happen, and especially if you get some compensation in return for signing the agreement, you should NOT count on a judge simply tossing it. Judges hate to give a party something for nothing, and if the judge gets it in his head that you signed the agreement with your fingers crossed (under the impression that the judge will someday invalidate the agreement), the judge will not be amused.
So you did the right thing consulting a lawyer. Good luck with whatever you decide to do!
They don't grade fathers, but if your daughter's a stripper, you fucked up. --Chris Rock
Employees have rights here :)
Non compete on termination of contracts are ILLEGAL and against HUMAN RIGHTS directives.
You have a right to earn a living.
http://www.rense.com/general79/wdx1.htm
You are probably just trolling, but I didn't write the law, nor did I say that I support the law. I was just stating what the law is. But as another poster said, Ron Paul would respect the right of the states to govern themselves according to the Constitution.
I disagree with a lot of what California's socialist legislature does, but given the state of the Union, my first duty is to get the feds out of what my state is doing, whether or not I disagree with my state. Then I can deal with my state.
Ninth Amendment:
The enumeration in the Constitution, of certain rights, shall not be construed to deny or disparage others retained by the people.
Tenth Amendment:
The powers not delegated to the United States by the Constitution, nor prohibited by it to the States, are reserved to the States respectively, or to the people.
No Inflation Taxation without Representation
Check it out for yourself. Their website is www.parksmed.com. Behind the painted beige pressed sheet metal exterior and the off-the-shelf components like monitors and paper recorders, there is nothing but board after board of 1970's TTL circuitry, coated with hundreds of resistor-capacitor combinations. No one knows how the circuitry works and the schematics on file don't match the boards.
Whenever a chip maker changes the internal design of a simple flip-flop or 4000-CMOS counter chip, the circuitry fails. Then they go searching frantically on the web to any distant third-world warehouse that might have a couple of tubes of the old chips lying around. Failing that, they remove the functionality that the chip provided and bring out a new model.
The owner is well-known in Oregon for giving millions of dollars to demented ultra-conservative political crusades. Meanwhile, back in the factory, the technicians can't even get common basic 1990s-level tools like vacuum desoldering stations. We were expected to use hand-pump $15 solder suckers to remove 40-pin ICs from non-functioning circuit boards.
Yes, it is that bad. If you work for a company that even acknowledges the possibility that you could contribute something to improving their bottom line, consider yourself lucky. Most companies are very reluctant to accept any constructive input from employees.
Dilbert isn't a comic, it's a documentary.
FTFC - C. [Company] shall be the sole judge as to whether the Inventions are related to or useful in connection with any aspect of the business of [Company] as earned on or contemplated at the time the Invention is made and as to whether patent applications should be filed in the United States or in foreign countries.
go to your boss with *EVERY* bad idea you can think of. set up a meeting for each one. tell them you didn't know for sure if this would be related to or useful to the company and wanted to let them decide. keep doing this until they tell you to stop wasting their time. profit?
Here's my advice on bad contracts that employers ask you to sign.
First, don't sign it right away. Take it home to spend some time reading it. At home, scratch out any clause that you don't agree to, and initial the strike-outs.
When / if they ask you to turn in the contract, tell them that it's at home, and you need to take it to your lawyer. Keep stalling, and they'll probably forget about it.
If they demand that you return the contract, turn it in with the stricken clauses. Most likely, they will not notice them, since they're in a hurry to get the contract back and into the pile. I've had people argue that striking the clauses is not enforceable if the company did not get to review them. But that's a ridiculous claim -- the company does not have a signed contract without the strike-outs, and could/should have reviewed them when you returned it to them.
Software sucks. Open Source sucks less.
I was in the enviable position of having a lawyer already on retainer, and got him to draft an addendum indicating that only IP specifically related to company business would belong to them. The company refused to accept it with the addendum. So much for ask you lawyer, what they meant was "ask your lawyer if it is worth getting fired over."
Eventually, after about a year, their lawyer came back seeming shocked that they wanted to keep me after so long without signing, and "clarified" that their contract would not extend to IP not related to the company's business. I signed at that point, but by then I'd already gone most of the way to finding my next job. They didn't just lose me over it either, it was like all the smart rats jumped ship and the sheep stayed. I was the only one out of hundreds of employees though that was willing to lose my job over it. There might be strength in numbers, but don't count on it.
Back in my day when we chiseled our bits into stone and sent them by mule train from village to village...
First off, I believe such a clause is unreasonable.
IANAL, so check carefully first. But I wonder about signing anyway, knowing that the objectionable clauses are unenforceable, and then doing as you please. They do try to put such crap in there. "Yes I will hand over any invention I make for up to 6 months after this job ends", and then the instant it ends, you don't. They can't stop you. You may not even invent something related to their business in the time frame, so the whole issue may be moot. If you do invent something, you may be able to wait out the 6 months. And they may not even find out. If they find out and it hasn't been 6 months, they may do nothing. If they do something, it may be nothing more than empty threats, trying to scare something out of you, as they may know they have no ground to stand on. If they are deluded and actually follow through on threats to sue, then I don't know what will happen-- get thrown out of court right away? Lose horribly? Or, could they actually win?
But, much better to refuse to sign. Don't want a reputation as someone who break contracts no matter how unconscionable. Really, be ready to walk. Demand the contract be changed, and if they refuse, walk. That should always be an option in such negotiations, and the other side has to know it is an option. Also they should know that's not a bluff, but that's harder. Some people are pretty pig-headed about that-- can't be convinced it's real and not a bluff until the trigger is pulled. (There are businesses that feel such "ability" is undesirable in their employees, and will then not want you around just for that. Some get really hung up on that "soft skill". Run, don't walk, away from those sorts.) But that this "should I sign" question is being asked at all suggests a difficult position-- you can't walk. This is also bad in other ways. The fact that you didn't immediately reject it might suggest to them that they can ride you hard, lean on you, walk all over you, and so it may be only a matter of time before another, worse demand is pushed.
Myself, I tend to not like to even negotiate with a business that tries such crap, and am likely to walk right there depending on if I feel this is the way they do business, or this is just a rare stupid mistake on their part and they aren't normally like that. If it is the way they are, then they'll keep right on pushing, trying to slip something in, and you've always got to watch your back. I want to concentrate on technical problems, not sweat over how my employer is trying to cheat me this month and whether I missed it and am about to be taken, and I will just walk in that case. Bad enough wrestling with credit card companies, phone companies, cable companies, ISPs, health insurance providers, and such ilk. Sure don't need any more worries. It's not much of a job if there's no trust, and the relationship is adversarial.
Intellectual Property is a monopolistic, selfish, and defective concept. It is "tyranny over the mind of man"
I usually tell them that they can either strike the non-compete clause or amend it to state that they'll pay me severance greater than or equal to the length of the non-compete or it's void. Intellectual property that I dream up independent of a company project is mine. Period.
"A friend of mine had to sign one in order to start work at Agilent" I did not know that Agilent actually pays for work. Always thought they just like to screw people over. But wait. You actually said he started to work there, not that he got paid... "They can't really 'own' you, but because they own any ideas you come up with during your time at the company, they can screw you for any derivations on your previous work." Agilent will screw you anyway. Just avoid these scumbags. YOOY
[100% ISO 646 Compliant]
SVM, ERGO MONSTRO.
Haha, I can't deny it.
He and She are entirely etomologically different. Her and Him are from the same root as He, however
In Old English, the pronoun which creates he is:
Masculine: He (Nominative), Hine (Accusitive), His (Genitive), Him (Dative)-- note that it is the dative (indirect object) rahte rthan the accusative (direct object) form which becomes the subjective in Modern English.
Neuter: Hit (Nomintive), Hit (Accusative), His (Genitive), Him (Dative)
Femenine: Heo (Nominative, would have become Hee in Modern English had it survived), Hie (Accusative), Hire (Genitive), Hire (Dative).
I suspect that the generic masculine was a new concept in Middle English, but I have not read enough Old English yet to say for sure. Major reasons are that gender-neutral words like "Man" replaced gender-secific words like 'were' (male human, preserved in werewolf). Similarly the Old English word 'Wif' (meaning woman) becomes both wiman (-> Woman) and wife, but one could also argue the other way too.
I don't think WWII was the issue. The fact is that if you go back before the industrial revolution, you will find that whole sectors of the economy ran on women's work. These included making textiles, for example. Women were (and still are) very much involved in farm labor, and worked hard (till do). For the most part, they didn't just stay home and raise kids. They stayed home, raised kids, and made money.
The first sectors of the economy that were transformed by the industrial revolution were those areas where women had primarily ran via cotage industries prior to that point. The industrial revolution caused a drastic collapse of those cottage industries, effectively excluding women from the economic roles they had filled prior. Urbanization followed and a lot of the same women who had their own businesses making cloth ended up employed for pennies in the mills which displaced them.
I think that long-term we are going to see a lot of people (men and women) opting for home-based businesses of their own design, returning to a model where one parent is at home, takes care of the children, and runs a business at the same time.
LedgerSMB: Open source Accounting/ERP
"His" is decended from the genitive (i.e. posessive) form of both the masculine and neuter (i.e. 'hit' -> Md. Eng. 'it') version of the same word. "Him" is also the dative form of both. So yes, makes perfect sense if you know Old English...
LedgerSMB: Open source Accounting/ERP
If you live/work in Illinois the following is the state law governing patent property. It is pretty common sense and I would not have a problem signing an agreement outside of Illinois that covered the same conditions. PROPERTY (765 ILCS 1060/) Employee Patent Act. (765 ILCS 1060/2) (from Ch. 140, par. 302) Sec. 2. Employee rights to inventions conditions). (1) A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this State and is to that extent void and unenforceable. The employee shall bear the burden of proof in establishing that his invention qualifies under this subsection. (2) An employer shall not require a provision made void and unenforceable by subsection (1) of this Section as a condition of employment or continuing employment. This Act shall not preempt existing common law applicable to any shop rights of employers with respect to employees who have not signed an employment agreement. (3) If an employment agreement entered into after January 1, 1984, contains a provision requiring the employee to assign any of the employee's rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. (Source: P.A. 83493.) http://www.ilga.gov/legislation/ilcs/ilcs3.asp?ActID=2238&ChapAct=765%26nbsp%3BILCS%26nbsp%3B1060%2F&ChapterID=62&ChapterName=PROPERTY&ActName=Employee+Patent+Act.
yes, in my case i signed the "agreement" when i was hired and it was valid through month 18 after the end of my employment, for any kind of "invention" or "idea" that i would potentially come up with, not necessarily related to the industry sector my employer belonged to. i wonder how companies get away with that.
You are mistaken. The little 'n' in front of NVIDIA is actually the same size as the rest of the word, it was chosen stylistically to avoid having people call us 'nuh'-vidia. Having the little 'n' followed by VIDIA indicated better to people that it should be pronounced 'in-vidia'. Technically, NVIDIANs are always supposed to write NVIDIA, but I was feeling pretty lazy, so there you go.
And you're right, my homepage is terribly terribly out of date. Here's where I (more frequently) post stuff: http://lexamb.blogspot.com/ I'll update my slashdot profile, thanks.
I currently have no clever signature witicism to add here.
One worse than that... But,
I got to work on some *really* cool embedded multimedia applications. I'm one of the few developers at my current employer who has experience writing code for video hardware. How many developers get to build the software for an mp3 player, or a personal video player, from the OS up?
When I left, I wanted to keep working with the technology, but found that my non-compete prevented me from even offering advice to my former customers. I still can't discuss the techniques I used for doing some of the video processing. I had to leave the field completely. What I work on now is nowhere nearly as exciting as what I was doing (though the hours are more sane!)
If you think the job you're taking is going to fulfill your creative itch for writing code, it's not necessarily a bad thing. Or, if you have no creativity outside of work, no ambition except to make money, it's not a bad thing. Or if you can find another outlet for your creativity - such as woodworking, beer brewing, etc... it might not be a bad thing.
That said, any place which does really innovative, creative, or ground breaking work outside of academia is going to require a fairly tight non-disclosure and non-compete contract. The business end of things wants to be able to continue to profit from your work even after you've left the company. If you don't like the terms, you can try to get them changed (and I would, if I were you - with a lawyer's assistance), or you can go to work for an IT shop which does simple, run-of-the-mill work and doesn't require a non-compete or non-disclosure agreement.
And incidentally, FWIW, I too, thought that many of the vague clauses in my contract wouldn't be enforceable, only to be later informed by an attorney that they were. Though I'm not a lawyer, a good rule of thumb is this: when signing a contract, think of the interpretation most favorable to the other party - if you don't like it, get the contract changed.
The society for a thought-free internet welcomes you.
It's mainly to frighten you. I believe most states have laws which make this agreement moot in that you cannot restrict a person from making a living, meaning if you are programmer, trained in programming, a company can't keep you from programming after you leave, just because you signed an agreement, i.e. make you wash dishes for 6 months or something. You probably need to find another company or just table any designs until your employment ends. At the typical rate of employment you probably won't be there that long anyway due to life changes. Typical in today's corporate environment though. Can we all say tort reform???
I will never live for sake of another man, nor ask another man to live for mine.
Non comp agreements are rarely enforcable. Unless you really stealing from them and which case the judge may side with them. Basically it's nearly impossible to tell someone what work they can or cannot do regardless of what they sign because the constitution guarantees life, liberty and the pursuit of happines, which also means the right to employment. It depends mostly on your state by non-comp agreements are historially mostly BS.
If your a scientists or engineer they may apply more. If you provide a service they don't realistically apply. Many companies just make you sign them to keep you in fear of what they might be able to do. Every couple years the update them to remind everyone they own you.
In the end they cannot effectively tell you where you can work. Look at all the MS employees going to work for google. I'm sure they aren't spreading market secrets.. YEA RIGHT. That's just businsses. I wouldn't worry about it one bit. If you have a great invention idea either wait out the 6 months or let someone you trust patent it.
McDonalds could make you sign one of those if they wanted, it means very little. You cannot be taken under contact to ideals that supercede your consitutional rights no matter how willingly you sign. Just as you cannot sign yourself into slavery, though I'm sure they are working to fix that.
Wow what's the likelyhood my captcha was 'inventor' that's a little spooky. Ghosts in the system man ghosts in the system
I just ignore signing it for so long that they forget. Works like a charm, every time.
- Baffle
It was a small consulting firm and the CEO got really bent out of shape because a couple of people left in a way that cost them business. The problem then was that he decided not to trust us. The first agreement he came up with way more draconian than yours as "customers" meant basically anyone they'd ever contacted - and you wouldn't get the list till you left. The "everything you think of is ours during our employ and six months after" crap was in there too but the really nasty thing was we would have to sign by the end of our hiring date anniversary or be fired. Of course, a group of us got together and pooled money to get a lawyers opinion. When a copy of the strongly negative opinion was provided to the CEO, he blew up at those who brought it to him and said that it was a "draft" version. That part was news to all of us. At any rate, some people found jobs quickly and left and the rest of us refused to sign. It finally ended up with the whole matter being formally recanted. However, by that time, enough of us had been looking that they eventually lost 1/3 of their employees and thus 1/3 of their revenue. If your employer's revenue is in any direct way linked to employee output, you would be well advised to consider doing something similar. This generally only works with smaller companies though. If it's a large company, I would send an EMAIL so you get a recorded response to your boss insisting that they tell you what occasioned this, what are the consequences of not signing and would they be amenable to striking the portions you are unhappy about. If you find yourself in a position of being forced to leave the company if you don't sign the current agreement, do as your conscience guides. I would definitely insist that they fire you rather than quitting if it comes to that. The documentation trail will help greatly on unemployment access. Regardless of how they respond, it's definitely time to find a new employer. Items C and D are not things I've ever run across with any reasonable employer. It's generally worded as "any invention related to current or currently planned business at time of termination". Good Luck
I do believe it was meant to say this:
Any inventions you create during employment with [company] has to be disclosed with [company] within 6 months of you quitting, if not before.
However, both sides aren't equal. Now is that the case, and why would that be so?
(1) It is reflected in the asymmetric conditions on e.g. the ownership of anything that an employer creates during the period (not the hours, the period) that the employment lasts, plus the fact that an employer is in a position of authority with respect to his employee. As noted before it really isn't as if there were two businesses dealing "as equals". If parties were "equal", contract terms would be symmetric. They aren't. Far from it.
(2) An employer is (barring exceptional conditions) in a much stronger negotiation position than any employee because
(2.a) an employer can replace an employee much easier than an employee can replace an employer (The whole organisation of work is set up so that employees are interchangable.)
(2.b) an employee is dependent on his employment for his livelihood and that of his family, and an employer is not (unless he's running a really small business). This makes it much more onerous and dangerous for an employee to change employer than the other way round.
(2.c) it's part of an employer's normal business to think of employees as replaceable resources, to continuously monitor their productiveness, to replace them whenever this is profitable, to continuously gather information on the employees market, and to have contingency plans for when that resource becomes unavailable. Employers expressly budget time and money for such tasks. It's called "Human Resource Management". The other way round is hardly normal.
Not to argue that there is something intrinsically wrong with the inequality, but the inequality is a fact. For exactly this reason I think that the equal "no-notice termination" conditions are unfair on employees. Employees need time to suddenly shift their activity from fulfilling the terms of their employment to replacing their employer.
I was interning at a company which will remain nameless. Halfway through the internship, they asked me to sign one of these ridiculous no-competes. The contract had the usual litany of "all your base" clauses: no-compete, tricks of the trade, insane damages, binding arbitration, etc. What really got me was that the company would own my side projects, and that I wouldn't be allowed to start a business with current or recent employees for two years after working there, regardless of the field (nor could I hire them, nor recruit them, nor suggest that anyone else hire or recruit them). This was stupid to apply to interns, and especially problematic because some of the interns were my friends and classmates in the computer science program. The prospect of starting a business together or recruiting/suggesting them for a tech company job was (and still is) pretty reasonable. I talked to a lawyer, who advised me not to sign.
I talked to my co-workers, who were also having this pushed on them, and we requested a meeting with legal and HR. Legal basically said "it's not too different from what you'll have to sign anywhere else, we only intend to enforce it to prevent such and so." I asked if they would change the wording to reflect their intent, but they refused, because changing the wording of legal documents is a mess. I asked them to strike the relevant clauses, and they refused, but instead said that I could list side projects to be exempt. Since that was only a fraction of my objection to the document, this compromise wasn't good enough for me.
So, I didn't sign. I didn't outright refuse to sign the document, but instead came up with excuses to push the deadline further and further back. Eventually, they either forgot about it, or realized that threatening to fire me with two weeks left in the internship would be pointless. (This probably wouldn't fly at your company. They'd almost certainly be better organized than mine, and unless you're an intern, there would be more serious consequences if you up and quit.)
My favorite part of the no-compete (approximate, from memory): Any Ideas, Products, Methods, Works or Developments which you design, create, conceive, improve upon, [...] or reduce to practice during your employment at [Companyname] will be considered works for hire, and will be the sole property of [Companyname]. I don't really understand legalese, but do firstborn children count as Developments?
I hereby place the above post in the public domain.
I was given this advice:
"It's impossible to write a contract strong enough if one party is untrustworthy"
Once you find out the guy is untrustworthy, you know how it's going to end.
Make sure to initial your crossing-out;
Make a copy of the signed-and-modified version to retain for your files. Also, I(AmNotALawyer) would make a note to send a request in about two to three weeks to HR (assuming the alarm bells haven't gone off yet) for a copy of my personnel file including all ancillary and supplemental agreements (which you should already have). Presumably, this will yield a back a copy of the modified form signed by a company droid. At which point it's binding enough to make most major legal departments shuffle their feet a bit... and suggest management spend a year working on sufficiently solid documentation to fire you.
Pulling a BOFH and inserting a clause granting you the right to call your manager "Knobface" meanwhile is, of course, only for those who have serious authority issues.
//Information does not want to be free; it wants to breed.
I would never sign the contract you've described. Honestly, I'd rather flip burgers; I don't believe we should be encouraging these sorts of shenanigans.
so if they want it give it to them, Design something that starts on fire and burns down peoples homes.
Just what we need; States like Alabama *need* the Federal Government to limit their power.
Like, what did Alabama try to do?
Table-ized A.I.
I did sign one of these with company that is well known for DR services. I could not stop thinking about it and got so freaked out that I backed out before my start date. I took another job instead. My feeling about it is that they lost out on a good worker because of it.
Telecommuting! What about socialization?
I consider exit interviews to be of _no value_ to the employee (read Corporate Confidential). However, I wanted to turn in my badge and laptop. I showed up to the HR bunny's office 20 minutes into a 30-minute meeting, hoping to butt up against her next appt.
She didn't want to accept my laptop, and told me to take it to my administrative assistant. That sounded like work, and since she'd taken my badge and parking pass and I'd have to hunt somebody down in a different pod not on main campus, I politely declined and she said she could handle it after all.
Next she asked why I was leaving. I figured that there are only 3 possible outcomes to explaining what happened: my ex-boss' boss gets fired (my actual boss quit at the same time I did), my feedback gets back to my ex-boss' boss and now I have a live enemy behind me if I ever want to return (80000 people in the company, lots of groups, I just might), or NOTHING. If I had something bad enough to cause case 1, I'd deal with a lawyer, case 2 is bad for me, and case 3 is a waste of time. This particular HR individual seemed to be selected for her ability to draw more out of people than they'd wished to say: _very_ attractive, very friendly, lots of leading questions, and puppy dog eyes when I wouldn't tell her more than "bad fit."
Next she gave me a piece of paper and said "This isn't a legal document, and we can't make you sign it, but we always ask people to." Red alert!
"What do you mean, this isn't a legal document? It seems to have a place for both our signatures on the bottom."
"Oh, that just means that we couldn't take you to court over it."
"Really? I haven't even read this yet, but if we had a legal representative in the room, would legal say the same thing?"
"Oh, I don't know, I don't give legal advice."
I read the paper, very slowly. It seemed to re-iterate my NDA that I'd signed when I sold my soul. I of course have that document, but didn't bring it to my exit interview, so I couldn't compare them. As I was re-reading it, she said, "It's just standard stuff that we ask everybody to sign. Boilerplate, really."
"I'm sorry, I don't understand the point to this, and I don't sign anything that I don't completely understand. Also, there doesn't seem to be any benefit to me in signing, as this is just a list of stuff I'm not allowed to do. I don't want to pay my lawyer to read this so I'd prefer not to sign."
"Oh, well, we can't make you sign. Anyway, it's not a legal document, so there's no reason to talk to your lawyer."
HR: ignorant outside their processes? evil? a blend?
First, do you really expect to invent something valuable? You work in IT. Your work is derivative.
Second, if you have a great idea at your next employer, how will your previous employer discover that the idea came from you? How will they even discover that the idea was implemented, and when it was done? You work in IT, not product development.
Third, who at your company monitors what former IT employees do? If your lip is zipped, they won't have a clue. However, if you are one of those, uh, bloggers, and you like to brag about every damned thing that goes on between your ears, well, nah. No worries. Only your mother cares what you write in your blog and she doesn't give a damn anymore, either.
You really aren't signing away anything of value. See if you can get some recompense for it, though. Maybe a leftover mug or t-shirt from the latest tradeshow.
Demand an upfront Signing Bonus for any NDA that goes past employment.
The amount to demand should be between 1/4 to 1/2 your current salary times the number of years the NDA is in affect for after employment.
NDA's harm future employability and should be paid for.
They may be "your" invention(s), but you can not deny that at least some portion of the ideas for the invention(s) were obtained from experience working with the company.
:)
This company has obviously been burned before, they're simply looking to ensure it doesn't happen again.
Schedule a meeting with them & their lawyer, if you have a lawyer bring them along.
Get the section ammended to state they're entitled to any inventions which would require any skills you would have obtained during & as a result of, your employment with them, nothing more.
Talk with the lawyers about the exact wording that should be used.
This would be fair for the company in the sense that you're unable to steal their business model or information that could be considered trade secrets & profit from them.
It would also allow you to have a breakthrough in a hobby or somthing else you do outside of work & profit from it.
I'm no lawyer, but I believe you're smart enough to get the general idea of what I'm saying.
Wanna fight ? Bend over, stick your head up your ass, and fight for air.
For all these gestures towards laissez faire gender equality it seems like the real surprise is from an all boys' club caught off guard. When the (allegedly) 1 in 20th voice actually notices and objects to traditional
It's amazing that the men who every day self-deprecate their understanding of women and gender, joke about their perpetual lack of girlfriends and general lack of contact with what they call the "opposite sex", suddenly become experts regarding fairness and equality when a woman has the sass to correct her own pronoun and expect some RESPECT for it. Where are you men grabbing such hidden expertise? Is there a hidden man page I don't know about? (I tried typing "man man", but that was something else *shrug*) How could a flame war about lesbians and man hating and the children of the fabled hermaphroditus possibly be easier and more appropriate than saying something along these lines???:
Yeah, way too complex. KISS.
Believe me, such a courageous advocate as you are for the word and good name of your own gender, MY GODDESS, you would surely hate it too!
The web page for the code Quoted below is http://apps.leg.wa.gov/RCW/default.aspx?cite=49.44.140
RCW 49.44.140 Requiring assignment of employee's rights to inventions -- Conditions.
(1) A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this state and is to that extent void and unenforceable.
(2) An employer shall not require a provision made void and unenforceable by subsection (1) of this section as a condition of employment or continuing employment.
(3) If an employment agreement entered into after September 1, 1979, contains a provision requiring the employee to assign any of the employee's rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work preformed [performed] by the employee for the employer.
[1979 ex.s. c 177 2.]
When I signed on to work for them, they were so impressed by me, that the even allowed me to divulge the secrets of Clippy, but I said, "Nah, I'll pass on that, but I'll still work for you.". ;^)
testing out my trending skills
"Were screwed, if we dont do this, we will esaily loose most of the loyah staff.
They were screwed? Esaily loose? Loyah staff? Good God man you worked for the lolcats of business.
I worked for a power company where I wrote my own database server for commodities. I told them all about it, wrote up screen shots, explained exactly how it would work, and they said I was crazy, but good luck.
Similarly, I've been above board with my recent gig as well. I actually wrote into my review that I was writing a bunch of stuff as part of my personal development goals.
I figure this much. If I write something that makes enough money to be worth suing for, then, I could also afford the lawyer to defend it.
This is my sig.
It is common for employers to have employees sign non-competition agreements, and what you make for the company (inventions, ect.) belong to the company,a s it is the reason they hired you. The reason for the non-competition clause is so you cannot go and take customers from the company unfairly when you leave said company, or to protect trade secrets. Often the idea will be to prevent said employee from working in a smiler field for a certain period of time in a given area, especially for smaller companies. In larger companies, it can obviously become alot more complicated. Of course, this is only what I remember from an introduction to business law class I toke for university, and am obviously not a lawyer. Talk to a real lawyer to be sure.
Before you do anything, hire an intellectual property lawyer to give you advice.
:-). I was leaving anyway; so, I never heard what happened... But one of my friends told them he object to the mandatory retirement at age 65 (we were in our 20's then) and they did the same thing with him. Except he worked there another 20 years and never signed the agreement!
You can probably negotiate changes, but in this case, I would seriously think about just signing it, because they seem to have forgotten about copyrights which is the more important thing for software (and you did say you were in IT). Then again, they seem to be inept and a good lawyer would probably have a field day with them.
I always ask for an exemption for poetry and musical compositions when confronted with these things. It convinces management that the lawyer is a Bozo and helps a bit with negotiations of more important things (well, I am a published songwriter; so, I have a legit reason for asking, too). One other time I did that, the personnel people told me they had forwarded my request to the lawyer and I never heard another thing about it (I suspect the lawyer didn't want to go to a VP and get the waiver signed -- imagine that
So sometimes you can stall and they will just forget about it.
An engineer who ran for Congress. http://herbrobinson.us
Try and buy a dildo or porn in Bama. It's mostly illegal.
Also, sodomy (anal and oral sex) is illegal.
Furthermore, in the Bible Belt, a lot of places would be intolerable for non-christians.
I'd rather you do it wrong, than for me to have to do it at all.
If you leave an employer, you are obligated to not reveal any trade secrets you may have learned. This is a well-accepted part of business law. Where it gets fuzzy is your knowledge of things like clients, pricing, and other knowledge you simply remember. Certainly you cannot take any raw data with you, either in electronic or paper form.
There HAVE been suits arguing over the "inevitable disclosure doctrine" which states that working for a competitor means you almost certainly cannot help disclosing trade secrets you may have learned. This is a stupid way of trying to sneak in a non-compete after the fact. However, I do not believe this doctrine has withstood scrutiny of appeals courts.
SirWired
Non-compete clauses have a valid purpose, i.e. to prevent leakage of valid trade secrets from one business to a competitor. It seems that if I say "I am hiring to to work on building this great LDAP server and this contract states that you cannot help other companies build products which compete with this specific product for a period of 6 months after employment" (btw similar in scope to the standard non-compete at Microsoft), this doesn't seem to be a problem.
OTOH, if I say "You may not work for any company which competes with us in any capacity" that is fundamentally different.
LedgerSMB: Open source Accounting/ERP
They offer a lot of benefits to the workers but they also disrupt a lot of necessary communication between workers and management. Unions are like chemotherapy-- why you would want to experience then when you don't have the disease is beyond me....
In general I would not want to work in a unionized environment nor would I want to work in an environment where unions were able to provide good benefits to the workers on top of what the company could offer. If the company isnt willing to offer it themselves, I don't want to work there....
LedgerSMB: Open source Accounting/ERP
I think there is a world market for maybe five personal web logs.
My rule is to always assume that the other side will try to enforce the contract. It is only worth consulting with a lawyer if you have decided in advance that you are up for a fight and are willing to take the chance at losing.
Otherwise consult lawyers if you want a second opinion of whether a contract might cover things you hadn't thought of, or to get pre-fight advice. Or to get representation in a fight. Asking "if I sign this, can I safely ignore it" is a stupid question to ask a lawyer unless you are willing to fight it in court, and have the time/money/inclination to do so.
LedgerSMB: Open source Accounting/ERP
If you are going to be inventing for 6 months after you quit, just have them sign a will pay for 6 months agreement.
You think "Lena" is ambiguous? It is a common name for a woman, supposedly more frequent than Deanna or Christy, and a few notches below Caroline.
$META_SIG_JOKE