11 ms·

So recently I came across an Invention Disclosure agreement that a company wanted me to sign. The phrasing of this kind of threw me off: "I will promptly comm

So recently I came across an Invention Disclosure agreement that a company wanted me to sign. The phrasing of this kind of threw me off: "I will promptly communicate to the Company each and every invention, discovery or item of intellectual property made or conceived by me, either as an individual or jointly with others, during my period of employment, and I agree that any such invention, discovery or item of intellectual property which I may disclose to anyone within one (1) year after the termination of my employment shall be presumed to have been made during my period of employment hereunder and shall become the sole property of the Company." At first glance it looks like a typical "I assign everything I invent while employed" deal, but the 1 year post-employment clause sure looks like a non-complete to me. What do you think?

organsnyder 9y ago
Run away. No client/employer is worth that kind of baggage. It's even worse than a non-compete: instead of you simply being prohibited from competing with them, they automatically own your creations.
- commandlinefan 9y ago
  Although I agree with you - no client/employer is worth that kind of baggage - I was sort of surprised, after four months of unemployment when my last company shut down abruptly (no warning, no severance), just how many things seem negotiable when you're starting to worry about unemployment running out.
  - bluGill 9y ago
    Fortunately when that is your only offer and you don't have a job you can tell the court you signed that under duress. Which is to say courts will not look favorably on the whole thing. Courts tend look unfavorably on any agreement that doens't allow you to earn a living doing what you know how to do. As such non-competes as bad as they are are very hard to actually enforce in court. The threat of going to court though can be scary. Remember if you need legal advice ask a lawyer not some random idiot on a forum.
    - vinceguidry 9y ago
      The problem with noncompetes isn't that you'll get dragged into court over them, it's that old employer makes a call to new employer and you get shown the door. Now you have to sue somebody to get your rights upheld.
      - Bartweiss 9y ago
        The upside is that in at least some cases, you can warn the new company and they'll agree to fight the thing - or even preemptively tell the previous company off. Obviously that's mostly going to work for people with major leverage in the job market, but there have been some notable success stories lately of people not getting sacked.
- ryandrake 9y ago
  Pretty much every employer I’ve ever worked for has laid claim to all IP I produce, even on my own time using my own equipment at home. This is a very common clause in any tech company’s employment agreement. If you’re going to run away from these, your employment options are severely limited. The “within 1 year” thing, however is one I haven’t seen before. Ugly!
  - jdbernard 9y ago
    I've always pushed back against "all IP even on my own time with my own equipment." You're right that it's common in tech employment, but it's never been a deal-breaker for me. ---- edited to elobrate You can almost always reach a compromise if you aren't a jerk about it and can show you understand the company's concerns. Typically I have it modified so that if I'm using their resources at all (office, computer, pen they bought me, etc.) it's theirs. Or if it's directly related to their core business it's theirs. Note that this is separate from a non-compete. The key thing is to find some clear dividing criteria that is 1. generous to the company and 2. within my control (like choosing to use my own machine). Same idea behind the "one person cuts, the other chooses" method of dividing a cake. I'm never going to give a company all of my output carte blanche. I want to contribute to open source. I want to make little (unrelated) fun things on my own and not worry about being sued if it ends up becoming popular. The company has a reasonable fear of people competing against them while on their payroll. Both sides can reasonably expect some protection.
    - ryandrake 9y ago
      In the past, when I’ve tried to politely push back against these, the response has always been a firm “sign the agreement unmodified or GTFO.” When your employer has 500 lawyers, you do what they say or get back to the job hunt.
      - jdbernard 9y ago
        Yeah, if they're not going to let me have any say in matters that directly affect my ability to put food on the table for my family then I'm glad to walk. If your prospective manager isn't willing/able to go to bat for you on things like this it's a good bet they're not going to be willing/able to go to bat on lots of other things that matter while you are there. Not worth it. Or, if they really are your only option at the moment, you can also sign with the intention of claiming you did so under duress if sued, but I'm not sure I'd be comfortable with that.
taneq 9y ago
It's not just a non-compete, it's a non-work. (Or more realistically, non-enforceable.) It's basically saying that everything you make in the first year at your new job after leaving belongs to the company. Uh... no.
stupidcar 9y ago
Holy shit. That is way, WAY crazier than a non-compete. That is saying you can't work at all for a year after your employment terminates, because anything you produce during that time is presumed to have actually been created during your previous employment, and so belongs to your ex-employer. Even if you go and work for a non-competing company in a completely different field, and invent something totally unrelated to your ex-employer's business, then it supposedly belongs to your ex-employer. Since no new employer could accept that situation, it essentially prevents you from working. I'm sure that can't be enforceable at all, but it's still completely sickening that a company would put something like that in its terms.
- dbbk 9y ago
  I would just return this back to them and ask, "why?"
  - joezydeco 9y ago
    Regretfully the negotiations didn't get far enough to get to this point, although I told them I would have to discuss things with a lawyer if they wanted it signed. Then we would have at least had a "why" to go with it. Thankfully the deal fell apart for other reasons, although I shouldn't have been surprised by any of it.
- athenot 9y ago
  In some states, it's not enforceable unless there's a monetary compensation that goes along with it.
  - deleted 9y ago
    [deleted]
  - ilovecars2 9y ago
    In Europe a lot of these non competes are unenforceable. I work for a U.S startup in the U.K. (British citizen) some of the clauses in our contract are just flat out illegal. It’s also 26 pages long, which is almost unheard of in the U.K. I asked about it and it turns out it was written at a U.S law firm.
TheCondor 9y ago
The first part is stock boiler plate, one year after you leave? That is interesting. Most companies simply don’t care, save for inventions directly in their field. I would think this would typically result in a contract dispute with your new employer, not with you so much. The new employer is going to claim your inventions, file various patents and such, then the old one tries to wave your employment contract around and lay claim to them? It’s interesting, I don’t see it being withheld in many courts though. They’d be on the back foot, at best, if the new company already filed invention paperwork. Was there a signing bonus or something to pay for these future inventions? Or gauanteed future pay when you file them? Maybe I’m wrong, most of these documents arent terribly enforcable as it is.
- dbuder 9y ago
  Is the first part really that common? If it were for say a web dev role and I make electronics in my spare time, wouldn't this give the company my electronics hobbies/products?
vorpalhex 9y ago
My wife had to deal with one of those, and it was abstractly written to the point of us paying a lawyer to read over it. The lawyer had her fill out quite an additional bit of disclosure about it and did not like that clause. At the time my wife really wanted the position, but I doubt she would bother going forward with such a contract.
sigzero 9y ago
It's not enforceable. However, in that post year if you "invent" something and they can tie it back to their business "somehow", they will come after you (maybe).
- EpicEng 9y ago
  And that's really the big problem in my eyes (ignoring how ridiculous it is in and of itself.) I'd be opening myself up to a potential lawsuit. Even if it's deemed unenforceable I still have the hassle and legal costs to deal with.
  - joezydeco 9y ago
    That was exactly my problem. I'm doing work in IoT, and I fully expected to retain that knowledge for the jobs afterward (for the record it was a job offer, not a current employer). So this company could have really made my life a hassle if I quit them and went to work in a different field but was still doing IoT work. They could shut things down just to make life hard.
    - EpicEng 9y ago
      Yup. I work in medical devices, and a pretty niche area at that. When I left my previous company I joined a company doing essentially the same stuff, but at a much earlier stage. How could I possibly have done my job and also conformed to an agreement such as this? There's no way; I would have had to change industries.
tboyd47 9y ago
Non-compete agreements like that aren't enforceable in every state. Check the laws of your state.
- vonmoltke 9y ago
  That isn't a non-compete clause. It's an IP assignment clause. For our profession that is effectively the same thing, but the legal distinction is important.
  - tboyd47 9y ago
    Thanks!
  - joezydeco 9y ago
    Totally agree. When your job is to generate IP, this stuff is kind of important.
paulie_a 9y ago
The "I assign everything I do" aspect is complete bullshit anyways. The post 1 year makes it greedy. Personally I would unprofessionally laugh at the contact person and then specifically call them out for that sort of crap. Swearing might/would be justified.
- 52-6F-62 9y ago
  Is laughing that unprofessional? From where I am it seems like the clause is unprofessional and laughter might be the appropriate response!
Thiez 9y ago
That's crazy, copyright also counts as intellectual property, so technically you'd have to promptly communicate to the company almost everything that you write (I'm pretty sure all of your HN posts would qualify), every stick figure you draw, every song you hum (you have copyright on your performance). That contract forbids you from doing any creative work for a year after you quit (or are fired). I don't suppose that contract included a year's wages as severence pay?
- Terr_ 9y ago
  I'm having fun imagining the malicious compliance that you could do. Come to think of it, every email you write to them notifying them of new copyrighted work can itself be new copyrighted work...
cableshaft 9y ago
I've signed one once that had a clause where everything I made for a year after the job ended I had to approach them with it and give them a chance to offer me money for it (right of first refusal), but never anything where they automatically own it post employment. They did have a 'we own pretty much every thought you have while you work here' clause, though, because it was a game studio and the owner's reasoning was you could have inspiration for game ideas for what you're working on pretty much anytime, anywhere...which he's right about, and he was a cool guy and I don't think he'd enforce the clause to actually steal other people's outside projects, but that clause still made me uneasy and I didn't really pursue my personal projects while I worked there much as a result. But what you received is much, much worse.
- rgbrenner 9y ago
  I never believe excuses like that. They can just as easily write "we own any game ideas you come up with while you work here" instead of "every thought". There's no reason to ask for what you don't need and never intend to enforce. Unless you intend to selectively enforce it, in which case I'll assume you'll select me to do so one day.
  - cableshaft 9y ago
    I'm not sure they said every thought specifically, but it included outside of work, and it wasn't limited to games. It was media and web, I think, since they did whatever clients asked them to do, make websites, mobile apps, booths at events, videos, etc. Considering everything I work on personally was somehow web or media related, it felt very draconian to me at the time. But I still worked there and don't regret my time there overall.
- davidp 9y ago
  > he was a cool guy and I don't think he'd enforce the clause The problem with that kind of trust is that sometimes the person who makes the decision isn't the cool guy. It can be the company's lawyers who decide to make your life hard after termination for whatever reason (reduces your negotiating leverage at least), or someone else entirely if the company is acquired (for example).
asfdsfggtfd 9y ago
Ghost them.
OrganicMSG 9y ago
Tell them that you will agree to it on the perfectly reasonable condition that they will be paying you a years full salary plus fifteen percent on top to cover the administrative costs of self management, in order for you to provide them this service following the termination of your employment.
bobwaycott 9y ago
You have got to be fucking kidding me. That’s insane. I’d never sign such a statement. That’s far worse to me than a non-compete, especially as someone who is always working/playing on my own time with various ideas. There are no boundaries for work time vs personal time, and it even tries to take ownership of other people’s work. Fuck that. I would absolutely laugh in the face of anyone who asked me to sign such a statement.
everdev 9y ago
Always check with a lawyer, but I wouldn't sign it.
PurpleBoxDragon 9y ago
Strike it out and keep going. If it can't be striked out (such as online) just don't sign it. Probably start sending out your resume just in case they force the point, but I would not sign such an clause at all.
- joezydeco 9y ago
  This was in a documentation package presented to me as part of a job offer, so it was easy to walk away from.
- crdoconnor 9y ago
  I managed to get a clause like this stricken once and I still regret taking the job. It turns out unreasonable contracts means unreasonable people and you want to stay away from unreasonable people. Better to just tell them to take a hike and (ideally) name and shame the company publicly.
falcolas 9y ago
It's silly and annoying, but I saw them crop up twice while looking for work two years ago. Both times it was non-negotiable - the justification being "we'd only use it to get back any work you took with you after leaving". It seems like one of those "Oracle's doing this, so why don't we do it as well?"
- bluGill 9y ago
  Legally they probably can't get anything more than work they can show you took with you. Courts don't like the idea of telling somebody they are no longer allowed to hold a job doing what they know how to do. Of course they probably don't need any signed document to get the above, odds are your local state laws are already strong enough to cover them.
  - falcolas 9y ago
    That's my impression too. There are lots of existing laws and court precedence around regaining stolen company secrets; more than enough to fill the need.
zekevermillion 9y ago
This language is very common in IP assignment agreements (often bundled together with restrictive covenants where enforceable). I don't love noncompetes, but assuming you plan to work in the tech industry with proprietary software or hard tech, you will have to get comfortable agreeing to provisions such as this. The purpose of the clause is risk allocation. If the employer has a dispute with you after termination, involving your alleged infringement of their copyrights or patents in violation of this contract, then this lowers the burden for them to show that you have breached your contract as they do not need to show factually that each element of copyright or invention was created or conceived exactly prior to termination. This obviously is unfavorable to employees, and if you can negotiate it then by all means do. But as a lawyer who has dealt with hundreds of similar agreements, I feel like a lot of the commenters may be overreacting. Again, I don't like competitive restrictions -- I don't even like proprietary software business models! -- but if you are in that game, then this kind of risk allocating language is reasonable in that context. Refusing to sign a contract because of this clause means you are perhaps a closeted free software advocate (and good for you!) or do not really desire a long-term career in this (arguably exploitative) industry.
- rootusrootus 9y ago
  That is disheartening to hear. I've been doing software for over 20 years and I have yet run across such a provision in my employment contracts. I do not hold a strong ideological position on free software but if a potential employer asked me to sign something like that I'd just walk away. I do work on my own side projects, and the most I would ever agree to is that my side projects won't be in the same area or in any way compete with any of the products my company offers (easy for me because I don't work for a place like Google...). The notion that a company owns you is just silly IMO. They make a big point of informing me once a year that I am employed at will and can be terminated at any time for any reason or no reason. So I am clear with them that outside of my work week, everything I do is mine. This is business.
  - zekevermillion 9y ago
    I absolutely agree with you in principle. The language in question does not capture inventions you create on your own time with your own equipment, etc, as a matter of law. Copyright may be somewhat different but would need to view the entire contract -- a good one would include a carve-out for inventions, copyrighted works, etc., outside the scope of employment. This is typically where an employee should focus negotiating efforts -- not on the standard risk-allocating language, but on the carve-out. Personally I would never sign a noncompete, and I would never sign an invention assignment agreement except in a limited circumstance such as pledging a bit of software to a foundation to better enforce the licensing terms, that kind of thing. But then I am not ever going to be employed by a large tech company and have the luxury of my personal rules.
codingdave 9y ago
> What do you think? When my last company got bought, they tried to throw that in for existing employees, but it was a 3 year time period. I refused. They said my job depended on signing. I know I could pursue a number of legal arguments as to why that wasn't valid, but I went with my own standard advice to not work with bullies, and I quit.
- matwood 9y ago
  I worked at a company once that was bought and tried the same thing. I told them I needed a large compensation component to sign, and I never heard anything else about it. This was big company buying big company though, so it was probably boiler plate stuff.
- mnw21cam 9y ago
  That would be constructive dismissal, and (certainly in many parts of the world) you could take them to an employment tribunal over it.
jobigoud 9y ago
The one-year is for the disclosure of the idea/discovery. So what this says is that they have IP on inventions you made while employed, even if you only disclose that invention after having left. It does not say anything about inventions made after you left.
- Retra 9y ago
  It says if you disclose an invention after you left it is presumed to be made before you left. So if you leave, make something, then disclose it, they will presume you made it, left, then disclosed it.
  - jobigoud 9y ago
    The thing that is "presumed to have been made during my period of employment" is "any _such_ invention, discovery or item of intellectual property", and the "such" here refers to "each and every invention, discovery, (...) made (...) during my period of employment". It's pretty redundant and there could be a fight regarding when the invention was made vs disclosed, but the wording limits it to the period of employment.
jaclaz 9y ago
>and I agree that any such invention, discovery or item of intellectual property which I may disclose to anyone within one (1) year after the termination of my employment shall be presumed to have been made during my period of employment hereunder and shall become the sole property of the Company." IANAL, but I read it differently from most other people, the accent is IMHO on the "disclose to anyone within one (1) year after the termination", even if you conceived the invention during the time you were employed, as long as you don't communicate it to anyone for 1 year after termination, you are fine. Still - as I see it - the point of debate is more generally about the implied 24/7, there is a difference IMHO between something you invented (and developed) during working hours (and possibly utilizing the hardware/tools/resources of the company) and what one can invent (and develop) after hours, during weekends and holidays, etc., unless your pay is so high that it can be assumed to compensate for all your time. Even then it seems more similar to slavery than anything else.
deleted 9y ago
[deleted]
vondur 9y ago
Sounds crazy to me. I believe in California non compete clauses are unenforceable in court.
ABCLAW 9y ago
I don't think this clause is crazy. It feels poorly drafted but this is just a single section of the contract. Who knows if other parts influence the interpretation of this section. With that said: The first segment of this clause is prompt communication to the company of works created. This is so that they'll know whether or not you're seeking IP protections over work-related projects which is reasonable. Nothing here states that disclosure to the company triggers any assignment of IP to them. The second segment follows the "and I agree". It indicates that if you disclose work to another individual within a year of having worked at the company, they will assume you made it on their time. They are trying to put some teeth on the clause in the case that you hid the invention during your time at the company. The issue here is that none of the terms are defined; does putting together a presentation count as the creation of intellectual property which is then disclosed, triggering the presumption? That would be absurd. Can the presumption that creation was done during employment be rebutted with evidence that it clearly is not exfiltrated company material? Etc. Would help to see the entire document. Also I'm not your lawyer.
- joezydeco 9y ago
  Be happy to forward it to you but the issue is moot now, the deal fell through. But I don't recall any other text that influenced this clause, it was just a paranoid expression of their IP as far as I could see. So that second part: you say "if you disclose work to another individual"...which work would that be? Work that I performed for another employer after termination from the first? Or is that overthinking, and it means work performed for the employer but disclosed after the fact? I had an ambiguous read about this, which is what threw up the red flags.
mancerayder 9y ago
Which state is this in? There's a lot of stuff in contracts that are more scary / intimidating / best-effort-squeeze-of-the-big-over-the-small that isn't enforceable in many states. I'm no lawyer, here, though. I can't see how it's enforceable that once you cease working there, everything you do for one year is presumed to be related and subject to the same work you did for the previous employer/Client. Also, that might imply that they'd owe you money, right? I can picture a judge turning to the counsel of this company and asking that question.
smnrchrds 9y ago
This does not even pass the Sex Tape Litmus Test [1]. No sane person should sign this. [1] http://www.laverick.org/sex-tape-litmus-test/ http://www.laverick.org/sex-tape-litmus-test/
ChuckMcM 9y ago
I've seen similar clauses. I understood what the company was going for (they didn't want you to quit, patent the idea you had been working on, and then hold the company for ransom [I know, unlikely]) and suggested alternate wording but in the end we just struck the clause completely.
- joezydeco 9y ago
  That was the spirit of the document as I understood it. Fortunately the deal fell apart before I got to this part, but I certainly would have crossed out the clause, or at least wrote in "inventions related to the business of the employer" to satisfy their paranoia.
patmcc 9y ago
"or item of intellectual property made or conceived by me" By this agreement if you wrote a hit pop song 11 months after your employment they'd own it. That's utterly ridiculous.
eloff 9y ago
That's so broad and so ridiculous I'm sure it's unenforceable. They basically want to own every idea, every bit of copyrightable IP produced by you during employment but for a year afterwards too! What dirtbag company did this? I once got the the offer stage with IBM, and they wanted me to assign all rights to any invention or IP produced by me during employment, including on my own time. It's quite common apparently. I have side-projects I work on, and I specifically asked for an exclusion for them. They refused, and I told them where to stick their contract - even although I was borrowing money to pay the rent at the time. But I like to tell this story about IBM to everyone who will listen so other engineers don't waste their time applying. I hope I've personally cost IBM more sharing this story than they cost me in wasted time.
s73v3r_ 9y ago
Nope the fuck away. There is no justification for that. If they're going to push, make them pay an extreme amount for it.
loup-vaillant 9y ago
I'd have to be pretty desperate to sign such a thing. Or maybe if they pay me 3 times the market rate. And that's without the "1 year after termination" craziness. For that, I'd ask continued pay (3 times the market rate, remember?) for the duration of the clause. If this means walking away from a dream job, so be it. Can't be a dream job with such a clause.
President321 9y ago
I had a contract like that at a call centre! Yeah, I needed work. Made me wonder about the paintings I made during that time that I managed to sell. One went for the price of a weeks wages. And, with several Labour governments in the modern era i wonder how they are allowed along withe those zero hour contracts?
cwkoss 9y ago
I would totally DDOS legal with a deluge of stupid inventions. Toilet which makes farting sounds when you flush it. Spoon with a hole in it so you spill on yourself. Mug without an opening (solid cylinder with handle) Computer monitor that only displays the color pink. Headphones with integrated q-tips iPhone but its a triangle Strap for swinging a chainsaw over your head like a helicopter
- jlgaddis 9y ago
  I think I'd go a step farther and create web pages for them -- making sure to mention "the company" created them -- and possibly even send out press releases about them to local media.
- emmanuel_1234 9y ago
  Porn. Lot of porn. And stuff related to country the US are not too friendly with, like Pakistan. That would make their investors / bankers absolutely freak out.
  - cwkoss 9y ago
    "What is the 'Shariah Sexbot IP' and why is it on our balance sheet?"

organsnyder 9y ago

Run away. No client/employer is worth that kind of baggage. It's even worse than a non-compete: instead of you simply being prohibited from competing with them, they automatically own your creations.

commandlinefan 9y ago
Although I agree with you - no client/employer is worth that kind of baggage - I was sort of surprised, after four months of unemployment when my last company shut down abruptly (no warning, no severance), just how many things seem negotiable when you're starting to worry about unemployment running out.
- bluGill 9y ago
  Fortunately when that is your only offer and you don't have a job you can tell the court you signed that under duress. Which is to say courts will not look favorably on the whole thing. Courts tend look unfavorably on any agreement that doens't allow you to earn a living doing what you know how to do. As such non-competes as bad as they are are very hard to actually enforce in court. The threat of going to court though can be scary. Remember if you need legal advice ask a lawyer not some random idiot on a forum.
  - vinceguidry 9y ago
    The problem with noncompetes isn't that you'll get dragged into court over them, it's that old employer makes a call to new employer and you get shown the door. Now you have to sue somebody to get your rights upheld.
    - Bartweiss 9y ago
      The upside is that in at least some cases, you can warn the new company and they'll agree to fight the thing - or even preemptively tell the previous company off. Obviously that's mostly going to work for people with major leverage in the job market, but there have been some notable success stories lately of people not getting sacked.
ryandrake 9y ago
Pretty much every employer I’ve ever worked for has laid claim to all IP I produce, even on my own time using my own equipment at home. This is a very common clause in any tech company’s employment agreement. If you’re going to run away from these, your employment options are severely limited. The “within 1 year” thing, however is one I haven’t seen before. Ugly!
- jdbernard 9y ago
  I've always pushed back against "all IP even on my own time with my own equipment." You're right that it's common in tech employment, but it's never been a deal-breaker for me. ---- edited to elobrate You can almost always reach a compromise if you aren't a jerk about it and can show you understand the company's concerns. Typically I have it modified so that if I'm using their resources at all (office, computer, pen they bought me, etc.) it's theirs. Or if it's directly related to their core business it's theirs. Note that this is separate from a non-compete. The key thing is to find some clear dividing criteria that is 1. generous to the company and 2. within my control (like choosing to use my own machine). Same idea behind the "one person cuts, the other chooses" method of dividing a cake. I'm never going to give a company all of my output carte blanche. I want to contribute to open source. I want to make little (unrelated) fun things on my own and not worry about being sued if it ends up becoming popular. The company has a reasonable fear of people competing against them while on their payroll. Both sides can reasonably expect some protection.
  - ryandrake 9y ago
    In the past, when I’ve tried to politely push back against these, the response has always been a firm “sign the agreement unmodified or GTFO.” When your employer has 500 lawyers, you do what they say or get back to the job hunt.
    - jdbernard 9y ago
      Yeah, if they're not going to let me have any say in matters that directly affect my ability to put food on the table for my family then I'm glad to walk. If your prospective manager isn't willing/able to go to bat for you on things like this it's a good bet they're not going to be willing/able to go to bat on lots of other things that matter while you are there. Not worth it. Or, if they really are your only option at the moment, you can also sign with the intention of claiming you did so under duress if sued, but I'm not sure I'd be comfortable with that.

taneq 9y ago

It's not just a non-compete, it's a non-work. (Or more realistically, non-enforceable.) It's basically saying that everything you make in the first year at your new job after leaving belongs to the company. Uh... no.

stupidcar 9y ago

Holy shit. That is way, WAY crazier than a non-compete. That is saying you can't work at all for a year after your employment terminates, because anything you produce during that time is presumed to have actually been created during your previous employment, and so belongs to your ex-employer. Even if you go and work for a non-competing company in a completely different field, and invent something totally unrelated to your ex-employer's business, then it supposedly belongs to your ex-employer. Since no new employer could accept that situation, it essentially prevents you from working. I'm sure that can't be enforceable at all, but it's still completely sickening that a company would put something like that in its terms.

dbbk 9y ago
I would just return this back to them and ask, "why?"
- joezydeco 9y ago
  Regretfully the negotiations didn't get far enough to get to this point, although I told them I would have to discuss things with a lawyer if they wanted it signed. Then we would have at least had a "why" to go with it. Thankfully the deal fell apart for other reasons, although I shouldn't have been surprised by any of it.
athenot 9y ago
In some states, it's not enforceable unless there's a monetary compensation that goes along with it.
- deleted 9y ago
  [deleted]
- ilovecars2 9y ago
  In Europe a lot of these non competes are unenforceable. I work for a U.S startup in the U.K. (British citizen) some of the clauses in our contract are just flat out illegal. It’s also 26 pages long, which is almost unheard of in the U.K. I asked about it and it turns out it was written at a U.S law firm.

TheCondor 9y ago

The first part is stock boiler plate, one year after you leave? That is interesting. Most companies simply don’t care, save for inventions directly in their field. I would think this would typically result in a contract dispute with your new employer, not with you so much. The new employer is going to claim your inventions, file various patents and such, then the old one tries to wave your employment contract around and lay claim to them? It’s interesting, I don’t see it being withheld in many courts though. They’d be on the back foot, at best, if the new company already filed invention paperwork. Was there a signing bonus or something to pay for these future inventions? Or gauanteed future pay when you file them? Maybe I’m wrong, most of these documents arent terribly enforcable as it is.

dbuder 9y ago
Is the first part really that common? If it were for say a web dev role and I make electronics in my spare time, wouldn't this give the company my electronics hobbies/products?

vorpalhex 9y ago

My wife had to deal with one of those, and it was abstractly written to the point of us paying a lawyer to read over it. The lawyer had her fill out quite an additional bit of disclosure about it and did not like that clause. At the time my wife really wanted the position, but I doubt she would bother going forward with such a contract.

sigzero 9y ago

It's not enforceable. However, in that post year if you "invent" something and they can tie it back to their business "somehow", they will come after you (maybe).

EpicEng 9y ago
And that's really the big problem in my eyes (ignoring how ridiculous it is in and of itself.) I'd be opening myself up to a potential lawsuit. Even if it's deemed unenforceable I still have the hassle and legal costs to deal with.
- joezydeco 9y ago
  That was exactly my problem. I'm doing work in IoT, and I fully expected to retain that knowledge for the jobs afterward (for the record it was a job offer, not a current employer). So this company could have really made my life a hassle if I quit them and went to work in a different field but was still doing IoT work. They could shut things down just to make life hard.
  - EpicEng 9y ago
    Yup. I work in medical devices, and a pretty niche area at that. When I left my previous company I joined a company doing essentially the same stuff, but at a much earlier stage. How could I possibly have done my job and also conformed to an agreement such as this? There's no way; I would have had to change industries.

tboyd47 9y ago

Non-compete agreements like that aren't enforceable in every state. Check the laws of your state.

vonmoltke 9y ago
That isn't a non-compete clause. It's an IP assignment clause. For our profession that is effectively the same thing, but the legal distinction is important.
- tboyd47 9y ago
  Thanks!
- joezydeco 9y ago
  Totally agree. When your job is to generate IP, this stuff is kind of important.

paulie_a 9y ago

The "I assign everything I do" aspect is complete bullshit anyways. The post 1 year makes it greedy. Personally I would unprofessionally laugh at the contact person and then specifically call them out for that sort of crap. Swearing might/would be justified.

52-6F-62 9y ago
Is laughing that unprofessional? From where I am it seems like the clause is unprofessional and laughter might be the appropriate response!

Thiez 9y ago

That's crazy, copyright also counts as intellectual property, so technically you'd have to promptly communicate to the company almost everything that you write (I'm pretty sure all of your HN posts would qualify), every stick figure you draw, every song you hum (you have copyright on your performance). That contract forbids you from doing any creative work for a year after you quit (or are fired). I don't suppose that contract included a year's wages as severence pay?

Terr_ 9y ago
I'm having fun imagining the malicious compliance that you could do. Come to think of it, every email you write to them notifying them of new copyrighted work can itself be new copyrighted work...

cableshaft 9y ago

I've signed one once that had a clause where everything I made for a year after the job ended I had to approach them with it and give them a chance to offer me money for it (right of first refusal), but never anything where they automatically own it post employment. They did have a 'we own pretty much every thought you have while you work here' clause, though, because it was a game studio and the owner's reasoning was you could have inspiration for game ideas for what you're working on pretty much anytime, anywhere...which he's right about, and he was a cool guy and I don't think he'd enforce the clause to actually steal other people's outside projects, but that clause still made me uneasy and I didn't really pursue my personal projects while I worked there much as a result. But what you received is much, much worse.

rgbrenner 9y ago
I never believe excuses like that. They can just as easily write "we own any game ideas you come up with while you work here" instead of "every thought". There's no reason to ask for what you don't need and never intend to enforce. Unless you intend to selectively enforce it, in which case I'll assume you'll select me to do so one day.
- cableshaft 9y ago
  I'm not sure they said every thought specifically, but it included outside of work, and it wasn't limited to games. It was media and web, I think, since they did whatever clients asked them to do, make websites, mobile apps, booths at events, videos, etc. Considering everything I work on personally was somehow web or media related, it felt very draconian to me at the time. But I still worked there and don't regret my time there overall.
davidp 9y ago
> he was a cool guy and I don't think he'd enforce the clause The problem with that kind of trust is that sometimes the person who makes the decision isn't the cool guy. It can be the company's lawyers who decide to make your life hard after termination for whatever reason (reduces your negotiating leverage at least), or someone else entirely if the company is acquired (for example).

asfdsfggtfd 9y ago

Ghost them.

OrganicMSG 9y ago

Tell them that you will agree to it on the perfectly reasonable condition that they will be paying you a years full salary plus fifteen percent on top to cover the administrative costs of self management, in order for you to provide them this service following the termination of your employment.

bobwaycott 9y ago

You have got to be fucking kidding me. That’s insane. I’d never sign such a statement. That’s far worse to me than a non-compete, especially as someone who is always working/playing on my own time with various ideas. There are no boundaries for work time vs personal time, and it even tries to take ownership of other people’s work. Fuck that. I would absolutely laugh in the face of anyone who asked me to sign such a statement.

everdev 9y ago

Always check with a lawyer, but I wouldn't sign it.

PurpleBoxDragon 9y ago

Strike it out and keep going. If it can't be striked out (such as online) just don't sign it. Probably start sending out your resume just in case they force the point, but I would not sign such an clause at all.

joezydeco 9y ago
This was in a documentation package presented to me as part of a job offer, so it was easy to walk away from.
crdoconnor 9y ago
I managed to get a clause like this stricken once and I still regret taking the job. It turns out unreasonable contracts means unreasonable people and you want to stay away from unreasonable people. Better to just tell them to take a hike and (ideally) name and shame the company publicly.

falcolas 9y ago

It's silly and annoying, but I saw them crop up twice while looking for work two years ago. Both times it was non-negotiable - the justification being "we'd only use it to get back any work you took with you after leaving". It seems like one of those "Oracle's doing this, so why don't we do it as well?"

bluGill 9y ago
Legally they probably can't get anything more than work they can show you took with you. Courts don't like the idea of telling somebody they are no longer allowed to hold a job doing what they know how to do. Of course they probably don't need any signed document to get the above, odds are your local state laws are already strong enough to cover them.
- falcolas 9y ago
  That's my impression too. There are lots of existing laws and court precedence around regaining stolen company secrets; more than enough to fill the need.

zekevermillion 9y ago

This language is very common in IP assignment agreements (often bundled together with restrictive covenants where enforceable). I don't love noncompetes, but assuming you plan to work in the tech industry with proprietary software or hard tech, you will have to get comfortable agreeing to provisions such as this. The purpose of the clause is risk allocation. If the employer has a dispute with you after termination, involving your alleged infringement of their copyrights or patents in violation of this contract, then this lowers the burden for them to show that you have breached your contract as they do not need to show factually that each element of copyright or invention was created or conceived exactly prior to termination. This obviously is unfavorable to employees, and if you can negotiate it then by all means do. But as a lawyer who has dealt with hundreds of similar agreements, I feel like a lot of the commenters may be overreacting. Again, I don't like competitive restrictions -- I don't even like proprietary software business models! -- but if you are in that game, then this kind of risk allocating language is reasonable in that context. Refusing to sign a contract because of this clause means you are perhaps a closeted free software advocate (and good for you!) or do not really desire a long-term career in this (arguably exploitative) industry.

rootusrootus 9y ago
That is disheartening to hear. I've been doing software for over 20 years and I have yet run across such a provision in my employment contracts. I do not hold a strong ideological position on free software but if a potential employer asked me to sign something like that I'd just walk away. I do work on my own side projects, and the most I would ever agree to is that my side projects won't be in the same area or in any way compete with any of the products my company offers (easy for me because I don't work for a place like Google...). The notion that a company owns you is just silly IMO. They make a big point of informing me once a year that I am employed at will and can be terminated at any time for any reason or no reason. So I am clear with them that outside of my work week, everything I do is mine. This is business.
- zekevermillion 9y ago
  I absolutely agree with you in principle. The language in question does not capture inventions you create on your own time with your own equipment, etc, as a matter of law. Copyright may be somewhat different but would need to view the entire contract -- a good one would include a carve-out for inventions, copyrighted works, etc., outside the scope of employment. This is typically where an employee should focus negotiating efforts -- not on the standard risk-allocating language, but on the carve-out. Personally I would never sign a noncompete, and I would never sign an invention assignment agreement except in a limited circumstance such as pledging a bit of software to a foundation to better enforce the licensing terms, that kind of thing. But then I am not ever going to be employed by a large tech company and have the luxury of my personal rules.

codingdave 9y ago

> What do you think? When my last company got bought, they tried to throw that in for existing employees, but it was a 3 year time period. I refused. They said my job depended on signing. I know I could pursue a number of legal arguments as to why that wasn't valid, but I went with my own standard advice to not work with bullies, and I quit.

matwood 9y ago
I worked at a company once that was bought and tried the same thing. I told them I needed a large compensation component to sign, and I never heard anything else about it. This was big company buying big company though, so it was probably boiler plate stuff.
mnw21cam 9y ago
That would be constructive dismissal, and (certainly in many parts of the world) you could take them to an employment tribunal over it.

jobigoud 9y ago

The one-year is for the disclosure of the idea/discovery. So what this says is that they have IP on inventions you made while employed, even if you only disclose that invention after having left. It does not say anything about inventions made after you left.

Retra 9y ago
It says if you disclose an invention after you left it is presumed to be made before you left. So if you leave, make something, then disclose it, they will presume you made it, left, then disclosed it.
- jobigoud 9y ago
  The thing that is "presumed to have been made during my period of employment" is "any _such_ invention, discovery or item of intellectual property", and the "such" here refers to "each and every invention, discovery, (...) made (...) during my period of employment". It's pretty redundant and there could be a fight regarding when the invention was made vs disclosed, but the wording limits it to the period of employment.

jaclaz 9y ago

>and I agree that any such invention, discovery or item of intellectual property which I may disclose to anyone within one (1) year after the termination of my employment shall be presumed to have been made during my period of employment hereunder and shall become the sole property of the Company." IANAL, but I read it differently from most other people, the accent is IMHO on the "disclose to anyone within one (1) year after the termination", even if you conceived the invention during the time you were employed, as long as you don't communicate it to anyone for 1 year after termination, you are fine. Still - as I see it - the point of debate is more generally about the implied 24/7, there is a difference IMHO between something you invented (and developed) during working hours (and possibly utilizing the hardware/tools/resources of the company) and what one can invent (and develop) after hours, during weekends and holidays, etc., unless your pay is so high that it can be assumed to compensate for all your time. Even then it seems more similar to slavery than anything else.

deleted 9y ago

[deleted]

vondur 9y ago

Sounds crazy to me. I believe in California non compete clauses are unenforceable in court.

ABCLAW 9y ago

I don't think this clause is crazy. It feels poorly drafted but this is just a single section of the contract. Who knows if other parts influence the interpretation of this section. With that said: The first segment of this clause is prompt communication to the company of works created. This is so that they'll know whether or not you're seeking IP protections over work-related projects which is reasonable. Nothing here states that disclosure to the company triggers any assignment of IP to them. The second segment follows the "and I agree". It indicates that if you disclose work to another individual within a year of having worked at the company, they will assume you made it on their time. They are trying to put some teeth on the clause in the case that you hid the invention during your time at the company. The issue here is that none of the terms are defined; does putting together a presentation count as the creation of intellectual property which is then disclosed, triggering the presumption? That would be absurd. Can the presumption that creation was done during employment be rebutted with evidence that it clearly is not exfiltrated company material? Etc. Would help to see the entire document. Also I'm not your lawyer.

joezydeco 9y ago
Be happy to forward it to you but the issue is moot now, the deal fell through. But I don't recall any other text that influenced this clause, it was just a paranoid expression of their IP as far as I could see. So that second part: you say "if you disclose work to another individual"...which work would that be? Work that I performed for another employer after termination from the first? Or is that overthinking, and it means work performed for the employer but disclosed after the fact? I had an ambiguous read about this, which is what threw up the red flags.

mancerayder 9y ago

Which state is this in? There's a lot of stuff in contracts that are more scary / intimidating / best-effort-squeeze-of-the-big-over-the-small that isn't enforceable in many states. I'm no lawyer, here, though. I can't see how it's enforceable that once you cease working there, everything you do for one year is presumed to be related and subject to the same work you did for the previous employer/Client. Also, that might imply that they'd owe you money, right? I can picture a judge turning to the counsel of this company and asking that question.

smnrchrds 9y ago

This does not even pass the Sex Tape Litmus Test [1]. No sane person should sign this. [1] http://www.laverick.org/sex-tape-litmus-test/ http://www.laverick.org/sex-tape-litmus-test/

ChuckMcM 9y ago

I've seen similar clauses. I understood what the company was going for (they didn't want you to quit, patent the idea you had been working on, and then hold the company for ransom [I know, unlikely]) and suggested alternate wording but in the end we just struck the clause completely.

joezydeco 9y ago
That was the spirit of the document as I understood it. Fortunately the deal fell apart before I got to this part, but I certainly would have crossed out the clause, or at least wrote in "inventions related to the business of the employer" to satisfy their paranoia.

patmcc 9y ago

"or item of intellectual property made or conceived by me" By this agreement if you wrote a hit pop song 11 months after your employment they'd own it. That's utterly ridiculous.

eloff 9y ago

That's so broad and so ridiculous I'm sure it's unenforceable. They basically want to own every idea, every bit of copyrightable IP produced by you during employment but for a year afterwards too! What dirtbag company did this? I once got the the offer stage with IBM, and they wanted me to assign all rights to any invention or IP produced by me during employment, including on my own time. It's quite common apparently. I have side-projects I work on, and I specifically asked for an exclusion for them. They refused, and I told them where to stick their contract - even although I was borrowing money to pay the rent at the time. But I like to tell this story about IBM to everyone who will listen so other engineers don't waste their time applying. I hope I've personally cost IBM more sharing this story than they cost me in wasted time.

s73v3r_ 9y ago

Nope the fuck away. There is no justification for that. If they're going to push, make them pay an extreme amount for it.

loup-vaillant 9y ago

I'd have to be pretty desperate to sign such a thing. Or maybe if they pay me 3 times the market rate. And that's without the "1 year after termination" craziness. For that, I'd ask continued pay (3 times the market rate, remember?) for the duration of the clause. If this means walking away from a dream job, so be it. Can't be a dream job with such a clause.

President321 9y ago

I had a contract like that at a call centre! Yeah, I needed work. Made me wonder about the paintings I made during that time that I managed to sell. One went for the price of a weeks wages. And, with several Labour governments in the modern era i wonder how they are allowed along withe those zero hour contracts?

cwkoss 9y ago

I would totally DDOS legal with a deluge of stupid inventions. Toilet which makes farting sounds when you flush it. Spoon with a hole in it so you spill on yourself. Mug without an opening (solid cylinder with handle) Computer monitor that only displays the color pink. Headphones with integrated q-tips iPhone but its a triangle Strap for swinging a chainsaw over your head like a helicopter

jlgaddis 9y ago
I think I'd go a step farther and create web pages for them -- making sure to mention "the company" created them -- and possibly even send out press releases about them to local media.
emmanuel_1234 9y ago
Porn. Lot of porn. And stuff related to country the US are not too friendly with, like Pakistan. That would make their investors / bankers absolutely freak out.
- cwkoss 9y ago
  "What is the 'Shariah Sexbot IP' and why is it on our balance sheet?"