6 ms·

Very sad. I recently gave my 3 page (really 2.5 pages) client services contract to a client and they came back with their own 9 page "standard contract" for co

Very sad. I recently gave my 3 page (really 2.5 pages) client services contract to a client and they came back with their own 9 page "standard contract" for contractors. (I'm a developer.) I couldn't believe how overreaching their contract was. The most egregious paragraph stated that if I introduced a bug I would be liable for not just what they paid me - I would be liable for their estimated loss of profits !!! I quoted that part of the contract and wrote back: "Nice try but yeah, no." I had my lawyer go over it and take out all the stupid stuff and we came to an agreement. Lesson: Read the contract. If you find that the contract is unduly unfair, ask if you can cross out the parts you don't like. If they say yes, turn it over to your lawyer. Lesson: There is no "standard contract". Lesson: If they say "It's a formality that we'll never enforce." Cross it out. ("Then you won't mind if I cross it out.") Lesson for contracts [my lawyer taught me this]: If you put something egregiously one sided in your contracts you will break trust with the other party. In my case it triggered a "Whoa, where else are they trying to screw me?" response which triggers the "this is job for my lawyer" response. If the contract is for your enemies, do whatever you want. If it is designed for parties that you want to work with, it's sending the message that you can't be trusted is not a good way to start the relationship.

mcv 11y ago
I have renegotiated terms of almost all my freelance contracts. Usually, a non-compete was the main culprit. Generally, the non-competes don't come from the client, but from a mediator that wants to prevent me from bypassing them and working directly for the client, which is fair. But sometimes they're still ridiculously broad. For example: I'd already worked for a major bank, quit that project because of a new baby, and when I looked for a new project, found one at the same bank through a different recruitment agency. They wanted a non-compete on all my work for that bank. That was obviously not fair, so I got it reduced to only the department where I would be working. I'd be free to work for any other department.
kyrra 11y ago
Similar story: My dad was part owner of the business which he got out of 10 years ago. The company went bust a couple years ago and the debt collectors started trying to get what they could. One of those was a laundry service that would wash uniforms of the employees. My dad had signed the contract for it 25+ years ago to start the account going. On the contract it stated my dad was personally liable for owed fees. But when he originally signed it, he crossed out those 2 words (personally liable) and turned it over signed. He pointed this out to the debt collectors when they came knocking and they stopped bothering him.
mmanfrin 11y ago
Do you (or anyone else) have advice for people who are employees? What do I do if Large Company X wants to hire me and they hand me their standard contract -- with me being a mid-level engineer of no note (and thus no real leverage).
- ncallaway 11y ago
  If I were in that position I'd markup the contract sections that I was concerned with and send it to my HR contact. Some will be happy to accept changes, some will negotiate the terms, and some will say "standard contract or no contract". I can't imagine any HR person ending the relationship just because you ask. At that point, it's really up to you to weigh the specifics of the offer and the drawbacks of any contract terms they won't budge on. Hiring is fairly expensive, and if you've gotten to the point where you've got an offer along with a contract you're fairly far into the process. You don't have a ton of leverage, but you definitely have more than 0 leverage.
- x0x0 11y ago
  The first thing -- and this is critical -- is understand that you could be held to each and every clause of the agreement you sign. So don't sign anything that you don't want to do, unless you're down to I need a job or I can't eat levels of desperation. Your leverage is you can decline the offer. I had, btw, a former google manager who got funded by a16z slip a clause into an offer agreement that said if I conducted any business on my personal media device (ie phone), they had the unlimited right to search it on demand. Obviously there was no way I'd agree to that, so putting work gmail on my phone was right out. But what if texting me on the weekend meant conducting business? They'd also left in language backdating the employment agreement (presumably because it was an update for existing employees), so as written it would have extended to before our phone screen... which I took on my cell phone. I don't work for them because the ceo said his lawyer insisted on it, I responded that the lawyer works for the ceo (not the other way around), he said blah blah blah, I told him he was a liar. The clause was on him and if he wouldn't forgo it he should at least have had the integrity to stand up and say I want this. And that was that. I've also lost a job in nyc at the written offer stage because new company's counsel determined it would have violated my noncompete with old employer. These aren't empty words you're signing. CA mostly bans them and it's really important to employees, because right or wrong, you really don't want to get caught in the middle of a pissing match with people who have company-funded lawyers.
the_watcher 11y ago
"Lesson: Read the contract." I did a year of law school, then left because I was miserable and it was too much money to be miserable for. I did, however, take contracts, and I cannot stress this enough. Read the contract. Read it again. Anything that looks off, ask about. It might be innocent, standard, or something you don't need to worry about, but it might be important. As you mention, it's also a great signal about the intentions of the other party. Finally, anytime someone tells you something is "standard" in a contract, it's bullshit. "Standard" lease agreements (the ones you can get by Googling) regularly contain unenforceable language. The only standard elements a contract needs are: an offer, an acceptance, mutual assent to be legally bound by the terms, and consideration (the promise of an exchange of value for something else of value). Anything else in the contract doesn't have to be there.
- mattkrause 11y ago
  This depends on where you are. Quebec, for example, has a single standard residential apartment lease. It's written by the Régie du logement so everything in it is, by definition, enforceable.
  - greggarious 11y ago
    Quebec, once again, is a special exception.
    - jacobr1 11y ago
      Many state "Association of Realtors" have "standard" contracts they recommend. They might be a bit biased toward the landlord, but have been refined over time to be generally acceptable by all parties and take into account state and local law.
bobby_9x 11y ago
I once had a contract like this, but it was for office space. In the contract, it stated that if I didn't show up for more than a week (I had to let them know in advance), my landlord would own everything inside. When I questioned it, they told me it was 'boiler plate' and told me to find another place to rent. I found another place within two days that had a better location, free Internet access, and a fantastic contract.
- erroneousfunk 11y ago
  It's a state law, but I would be shocked if there were any state where that term was legally enforceable. I live in Massachusetts, and I would LOVE it if, after a 9 day vacation, my landlord started selling my belongings. The lawsuit would, not only be lucrative, but fantastically entertaining.

mcv 11y ago

I have renegotiated terms of almost all my freelance contracts. Usually, a non-compete was the main culprit. Generally, the non-competes don't come from the client, but from a mediator that wants to prevent me from bypassing them and working directly for the client, which is fair. But sometimes they're still ridiculously broad. For example: I'd already worked for a major bank, quit that project because of a new baby, and when I looked for a new project, found one at the same bank through a different recruitment agency. They wanted a non-compete on all my work for that bank. That was obviously not fair, so I got it reduced to only the department where I would be working. I'd be free to work for any other department.

kyrra 11y ago

Similar story: My dad was part owner of the business which he got out of 10 years ago. The company went bust a couple years ago and the debt collectors started trying to get what they could. One of those was a laundry service that would wash uniforms of the employees. My dad had signed the contract for it 25+ years ago to start the account going. On the contract it stated my dad was personally liable for owed fees. But when he originally signed it, he crossed out those 2 words (personally liable) and turned it over signed. He pointed this out to the debt collectors when they came knocking and they stopped bothering him.

mmanfrin 11y ago

Do you (or anyone else) have advice for people who are employees? What do I do if Large Company X wants to hire me and they hand me their standard contract -- with me being a mid-level engineer of no note (and thus no real leverage).

ncallaway 11y ago
If I were in that position I'd markup the contract sections that I was concerned with and send it to my HR contact. Some will be happy to accept changes, some will negotiate the terms, and some will say "standard contract or no contract". I can't imagine any HR person ending the relationship just because you ask. At that point, it's really up to you to weigh the specifics of the offer and the drawbacks of any contract terms they won't budge on. Hiring is fairly expensive, and if you've gotten to the point where you've got an offer along with a contract you're fairly far into the process. You don't have a ton of leverage, but you definitely have more than 0 leverage.
x0x0 11y ago
The first thing -- and this is critical -- is understand that you could be held to each and every clause of the agreement you sign. So don't sign anything that you don't want to do, unless you're down to I need a job or I can't eat levels of desperation. Your leverage is you can decline the offer. I had, btw, a former google manager who got funded by a16z slip a clause into an offer agreement that said if I conducted any business on my personal media device (ie phone), they had the unlimited right to search it on demand. Obviously there was no way I'd agree to that, so putting work gmail on my phone was right out. But what if texting me on the weekend meant conducting business? They'd also left in language backdating the employment agreement (presumably because it was an update for existing employees), so as written it would have extended to before our phone screen... which I took on my cell phone. I don't work for them because the ceo said his lawyer insisted on it, I responded that the lawyer works for the ceo (not the other way around), he said blah blah blah, I told him he was a liar. The clause was on him and if he wouldn't forgo it he should at least have had the integrity to stand up and say I want this. And that was that. I've also lost a job in nyc at the written offer stage because new company's counsel determined it would have violated my noncompete with old employer. These aren't empty words you're signing. CA mostly bans them and it's really important to employees, because right or wrong, you really don't want to get caught in the middle of a pissing match with people who have company-funded lawyers.

the_watcher 11y ago

"Lesson: Read the contract." I did a year of law school, then left because I was miserable and it was too much money to be miserable for. I did, however, take contracts, and I cannot stress this enough. Read the contract. Read it again. Anything that looks off, ask about. It might be innocent, standard, or something you don't need to worry about, but it might be important. As you mention, it's also a great signal about the intentions of the other party. Finally, anytime someone tells you something is "standard" in a contract, it's bullshit. "Standard" lease agreements (the ones you can get by Googling) regularly contain unenforceable language. The only standard elements a contract needs are: an offer, an acceptance, mutual assent to be legally bound by the terms, and consideration (the promise of an exchange of value for something else of value). Anything else in the contract doesn't have to be there.

mattkrause 11y ago
This depends on where you are. Quebec, for example, has a single standard residential apartment lease. It's written by the Régie du logement so everything in it is, by definition, enforceable.
- greggarious 11y ago
  Quebec, once again, is a special exception.
  - jacobr1 11y ago
    Many state "Association of Realtors" have "standard" contracts they recommend. They might be a bit biased toward the landlord, but have been refined over time to be generally acceptable by all parties and take into account state and local law.

bobby_9x 11y ago

I once had a contract like this, but it was for office space. In the contract, it stated that if I didn't show up for more than a week (I had to let them know in advance), my landlord would own everything inside. When I questioned it, they told me it was 'boiler plate' and told me to find another place to rent. I found another place within two days that had a better location, free Internet access, and a fantastic contract.

erroneousfunk 11y ago
It's a state law, but I would be shocked if there were any state where that term was legally enforceable. I live in Massachusetts, and I would LOVE it if, after a 9 day vacation, my landlord started selling my belongings. The lawsuit would, not only be lucrative, but fantastically entertaining.