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This is just one of those things which looks evil from 'Employee' perspective but important enough from 'Employer' Perspective. You have to also look at the how

This is just one of those things which looks evil from 'Employee' perspective but important enough from 'Employer' Perspective. You have to also look at the how these clauses found their way into these contracts. Certain professions; Legal/Software/IT Services/Accounting; make it very easy for one or group of employees, to just take a company's current clients, offer them a low price, and start a new firm thereby causing losses for the original service company. Business which got burnt by their employees starting competitive business thereby started adding these clauses into their agreements. Sometimes competitors itself would poach key employee which is working for a Client X thereby gaining an edge and thats why the clause for 'Client'. It's much easier for a Company to let a potential employee go then position themselves to a losing client situation. Also Most software engineers when they leave the company take backup of not only the entire code they've written but also the entire code for the project they've been working on. Thats why the IP Protection clause. Again, your blog content would be different if you stopped being a Computer Scientist and started your own Company.

rrdharan 9y ago
> Also Most software engineers when they leave the company take backup of not only the entire code they've written but also the entire code for the project they've been working on. Is that really common practice? I don't doubt some people do this but it seems very foolish to me so I'm surprised that you think most engineers do this.
- CodeCube 9y ago
  I've known enough people that have done this, as to believe it to be pretty common
- falcolas 9y ago
  I agree. Doing this would be stupid as hell, since it just opens you up to a lawsuit over stealing company secrets. Having knowledge in your head is one thing. Having actual code is another entirely.
  - Bartweiss 9y ago
    I'm not sure I'd even take most corporate code if it was offered to me. It'd potentially drag me into any future breaches or noncompete violations, and have no upside I can think of. I'm honestly struggling to imagine why devs would bother taking most code when they leave a job.
- YogeeKnows 9y ago
  I have seen people bring in Portable Hard disks and copy the code. Lets say you have developed a utility messenger bot which alerts you every time SLA of your support ticket is about to be crossed. A developer would like to keep this 'completed+working' code with them to reuse in next projects. One of my employees left the company and he took all the Unity assets (assetstore.unity3d.com) I had purchased. I realized this when I saw those assets being used in "his" newly released game on Appstore.
  - Bartweiss 9y ago
    > I had purchased These strike me as the likely cases, yeah. Taking company-specific software seems like it's either useless (why would I even want some random inventory management system?) or spectacularly illegal, like taking a stock trading algorithm. But I can imagine someone wanting random quality-of-life tools, though honestly just asking for those would probably suffice. And people certainly take expensive proprietary assets and programs that employers buy, though I'm not sure that really fits with the top-level fear of "our programmers stealing our data".
  - s73v3r_ 9y ago
    That's not employer code.
- southphillyman 9y ago
  Most companies I've worked at recently have some sort of mechanism in place to prevent this. Portable drives disabled, email attachments monitored, etc.
rgbrenner 9y ago
Also Most software engineers when they leave the company take backup of not only the entire code they've written but also the entire code for the project they've been working on. Thats why the IP Protection clause. Great way to get sued. That's going to be logged. Isn't this what got Levandowski in trouble when leaving Google? I definitely do not do this. In fact, once you stop paying me, I don't care about your code in anymore. It goes in the trash. It's not my problem after that.
- mi100hael 9y ago
  It can be used to prosecute you if they so desire https://en.wikipedia.org/wiki/Sergey_Aleynikov https://en.wikipedia.org/wiki/Sergey_Aleynikov
- Bartweiss 9y ago
  I've never even heard of someone doing this. I know people sometimes want samples of their code from past jobs to show future employers, but even that I would explicitly ask about when leaving, and I certainly wouldn't ask for the entire codebase on anything large or meaningful. Hell... I don't think I'd even want a copy in most cases, it seems like it'd open me up to legal and privacy risks without any actual benefit.
maxsilver 9y ago
> make it very easy for one or group of employees, to just take a company's current clients, offer them a low price, and start a new firm thereby causing losses for the original service company. Business which got burnt by their employees starting competitive business thereby started adding these clauses into their agreements. Sure, but this isn't a fair way to solve that problem. You don't need a non-compete to do this. A simple client list clause protects this legally for the employer, without removing employees right to work. > Sometimes competitors itself would poach key employee which is working for a Client X thereby gaining an edge and thats why the clause for 'Client'. This is a feature, not a bug. If the company had paid their employees decent wages, they wouldn't be so easily swayed by offers from competitors. Companies don't get to under-pay employees and demand they never get raises from any other company. Companies don't get to own people working in "field X" just because they have a product or service in that field.
- mrchicity 9y ago
  This is true in theory but not in practice. I know of a few (somewhat disreputable) big law firms and prop/hedge funds that primarily hire from competitors. They can offer better partnership terms or pay because they don’t spend on research, training, or developing their own talent. Let the competitors do that, and we can skim off the cream talent-wise. It’s good for wages, but is that really fair play? Does it have a chilling effect on R&D investment? They’ll say they just want quality employees, but interview with them and they’ll care little about your skills. They always want to know how much business your clients brought you, seek traders with a good "track record", ask how much profit you made, with the implied understanding that you will bring them that business. IMO it’s fair to strike a balance, so companies can earn some returns on R&D, and employees can get fairly paid. Your employer shouldn’t lock you out of working forever, nor should competitors be able to hire away instantly by paying $x+1.
  - Bartweiss 9y ago
    It seems like this problem is well-solved, though not with simple client-list rules. (I've definitely seen those thoroughly violated in ways no one can really enforce.) Financial firms, for example, give strict noncompetes but back them with actually-valuable payouts. Employees can't be hired away for inside knowledge or clients, because those connections will decay for 6/12/24 months before they start. But their loyalty is actually incentivized, rather than just compelled with "if you quit you're not employable".
ghaff 9y ago
>Certain professions; Legal/Software/IT Services/Accounting Yeah, without getting too specific, I'm aware of one particular category of IT consulting firm that has a few big players in the market. One or two of them do indeed have one-year non-compete clauses that basically say that you can't go to another firm in the same space. And anecdotally they aggressively enforce. I've known people wanting to switch firms who basically just took a year off (unpaid). You can still go to a client (as I've also known people to do) but not a competitor.
pfarnsworth 9y ago
>Also Most software engineers when they leave the company take backup of not only the entire code they've written but also the entire code for the project they've been working on. Thats why the IP Protection clause. You mean like Anthony Levandowski? I think we all know how that turned out. I never make copies and no one should. These days companies know when you put in a thumb drive, copy things on, etc. if you do anything like stealing code, they will know for sure. Why risk it?
- mrchicity 9y ago
  Agree completely. This is one of the worst things you can do, even if the code isn't particularly confidential. It is such an easy case to win. Worse yet, you expose your new employer to enormous liability and can taint their entire code base if left undiscovered for a long time. If I saw tons of source code of unknown provenance committed by some new guy, I'd be scared shitless. If you're lucky, it might only cost you millions of dollars: https://www.houstonchronicle.com/business/article/Decadelong-trade-secrets-case-nears-end-for-11243824.php https://www.houstonchronicle.com/business/article/Decadelong... Or you could end up in jail: https://en.wikipedia.org/wiki/Sergey_Aleynikov https://en.wikipedia.org/wiki/Sergey_Aleynikov https://en.wikipedia.org/wiki/United_States_v._Agrawal https://en.wikipedia.org/wiki/United_States_v._Agrawal
JustSomeNobody 9y ago
> Also Most software engineers when they leave the company take backup of not only the entire code they've written but also the entire code for the project they've been working on. Thats why the IP Protection clause. You have a source for this? I would strongly disagree that this happens by "most" software engineers. This is theft and it's completely unethical. I would never do this.
evilmushroom 9y ago
Nope, not me. When I leave a company I purge all code, all documents, all access to any services etc.
s73v3r_ 9y ago
"This is just one of those things which looks evil from 'Employee' perspective" Because it is. "but important enough from 'Employer' Perspective." Because they want to limit my ability to better my position. They want me staying where I am, with the company. "You have to also look at the how these clauses found their way into these contracts." Overzealous lawyers?
DrScump 9y ago
Most software engineers when they leave the company take backup of ... the entire code for the project I seriously doubt that. But, once in a while, having done so saves the company's butt[0]. [0] https://www.northeastern.edu/securenu/toy-story-2-almost-lost-to-bad-backups/ https://www.northeastern.edu/securenu/toy-story-2-almost-los...

rrdharan 9y ago

> Also Most software engineers when they leave the company take backup of not only the entire code they've written but also the entire code for the project they've been working on. Is that really common practice? I don't doubt some people do this but it seems very foolish to me so I'm surprised that you think most engineers do this.

CodeCube 9y ago
I've known enough people that have done this, as to believe it to be pretty common
falcolas 9y ago
I agree. Doing this would be stupid as hell, since it just opens you up to a lawsuit over stealing company secrets. Having knowledge in your head is one thing. Having actual code is another entirely.
- Bartweiss 9y ago
  I'm not sure I'd even take most corporate code if it was offered to me. It'd potentially drag me into any future breaches or noncompete violations, and have no upside I can think of. I'm honestly struggling to imagine why devs would bother taking most code when they leave a job.
YogeeKnows 9y ago
I have seen people bring in Portable Hard disks and copy the code. Lets say you have developed a utility messenger bot which alerts you every time SLA of your support ticket is about to be crossed. A developer would like to keep this 'completed+working' code with them to reuse in next projects. One of my employees left the company and he took all the Unity assets (assetstore.unity3d.com) I had purchased. I realized this when I saw those assets being used in "his" newly released game on Appstore.
- Bartweiss 9y ago
  > I had purchased These strike me as the likely cases, yeah. Taking company-specific software seems like it's either useless (why would I even want some random inventory management system?) or spectacularly illegal, like taking a stock trading algorithm. But I can imagine someone wanting random quality-of-life tools, though honestly just asking for those would probably suffice. And people certainly take expensive proprietary assets and programs that employers buy, though I'm not sure that really fits with the top-level fear of "our programmers stealing our data".
- s73v3r_ 9y ago
  That's not employer code.
southphillyman 9y ago
Most companies I've worked at recently have some sort of mechanism in place to prevent this. Portable drives disabled, email attachments monitored, etc.

rgbrenner 9y ago

Also Most software engineers when they leave the company take backup of not only the entire code they've written but also the entire code for the project they've been working on. Thats why the IP Protection clause. Great way to get sued. That's going to be logged. Isn't this what got Levandowski in trouble when leaving Google? I definitely do not do this. In fact, once you stop paying me, I don't care about your code in anymore. It goes in the trash. It's not my problem after that.

mi100hael 9y ago
It can be used to prosecute you if they so desire https://en.wikipedia.org/wiki/Sergey_Aleynikov https://en.wikipedia.org/wiki/Sergey_Aleynikov
Bartweiss 9y ago
I've never even heard of someone doing this. I know people sometimes want samples of their code from past jobs to show future employers, but even that I would explicitly ask about when leaving, and I certainly wouldn't ask for the entire codebase on anything large or meaningful. Hell... I don't think I'd even want a copy in most cases, it seems like it'd open me up to legal and privacy risks without any actual benefit.

maxsilver 9y ago

> make it very easy for one or group of employees, to just take a company's current clients, offer them a low price, and start a new firm thereby causing losses for the original service company. Business which got burnt by their employees starting competitive business thereby started adding these clauses into their agreements. Sure, but this isn't a fair way to solve that problem. You don't need a non-compete to do this. A simple client list clause protects this legally for the employer, without removing employees right to work. > Sometimes competitors itself would poach key employee which is working for a Client X thereby gaining an edge and thats why the clause for 'Client'. This is a feature, not a bug. If the company had paid their employees decent wages, they wouldn't be so easily swayed by offers from competitors. Companies don't get to under-pay employees and demand they never get raises from any other company. Companies don't get to own people working in "field X" just because they have a product or service in that field.

mrchicity 9y ago
This is true in theory but not in practice. I know of a few (somewhat disreputable) big law firms and prop/hedge funds that primarily hire from competitors. They can offer better partnership terms or pay because they don’t spend on research, training, or developing their own talent. Let the competitors do that, and we can skim off the cream talent-wise. It’s good for wages, but is that really fair play? Does it have a chilling effect on R&D investment? They’ll say they just want quality employees, but interview with them and they’ll care little about your skills. They always want to know how much business your clients brought you, seek traders with a good "track record", ask how much profit you made, with the implied understanding that you will bring them that business. IMO it’s fair to strike a balance, so companies can earn some returns on R&D, and employees can get fairly paid. Your employer shouldn’t lock you out of working forever, nor should competitors be able to hire away instantly by paying $x+1.
- Bartweiss 9y ago
  It seems like this problem is well-solved, though not with simple client-list rules. (I've definitely seen those thoroughly violated in ways no one can really enforce.) Financial firms, for example, give strict noncompetes but back them with actually-valuable payouts. Employees can't be hired away for inside knowledge or clients, because those connections will decay for 6/12/24 months before they start. But their loyalty is actually incentivized, rather than just compelled with "if you quit you're not employable".

ghaff 9y ago

>Certain professions; Legal/Software/IT Services/Accounting Yeah, without getting too specific, I'm aware of one particular category of IT consulting firm that has a few big players in the market. One or two of them do indeed have one-year non-compete clauses that basically say that you can't go to another firm in the same space. And anecdotally they aggressively enforce. I've known people wanting to switch firms who basically just took a year off (unpaid). You can still go to a client (as I've also known people to do) but not a competitor.

pfarnsworth 9y ago

>Also Most software engineers when they leave the company take backup of not only the entire code they've written but also the entire code for the project they've been working on. Thats why the IP Protection clause. You mean like Anthony Levandowski? I think we all know how that turned out. I never make copies and no one should. These days companies know when you put in a thumb drive, copy things on, etc. if you do anything like stealing code, they will know for sure. Why risk it?

mrchicity 9y ago
Agree completely. This is one of the worst things you can do, even if the code isn't particularly confidential. It is such an easy case to win. Worse yet, you expose your new employer to enormous liability and can taint their entire code base if left undiscovered for a long time. If I saw tons of source code of unknown provenance committed by some new guy, I'd be scared shitless. If you're lucky, it might only cost you millions of dollars: https://www.houstonchronicle.com/business/article/Decadelong-trade-secrets-case-nears-end-for-11243824.php https://www.houstonchronicle.com/business/article/Decadelong... Or you could end up in jail: https://en.wikipedia.org/wiki/Sergey_Aleynikov https://en.wikipedia.org/wiki/Sergey_Aleynikov https://en.wikipedia.org/wiki/United_States_v._Agrawal https://en.wikipedia.org/wiki/United_States_v._Agrawal

JustSomeNobody 9y ago

> Also Most software engineers when they leave the company take backup of not only the entire code they've written but also the entire code for the project they've been working on. Thats why the IP Protection clause. You have a source for this? I would strongly disagree that this happens by "most" software engineers. This is theft and it's completely unethical. I would never do this.

evilmushroom 9y ago

Nope, not me. When I leave a company I purge all code, all documents, all access to any services etc.

s73v3r_ 9y ago

"This is just one of those things which looks evil from 'Employee' perspective" Because it is. "but important enough from 'Employer' Perspective." Because they want to limit my ability to better my position. They want me staying where I am, with the company. "You have to also look at the how these clauses found their way into these contracts." Overzealous lawyers?

DrScump 9y ago

Most software engineers when they leave the company take backup of ... the entire code for the project I seriously doubt that. But, once in a while, having done so saves the company's butt[0]. [0] https://www.northeastern.edu/securenu/toy-story-2-almost-lost-to-bad-backups/ https://www.northeastern.edu/securenu/toy-story-2-almost-los...