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Ask HN: How do you deal with “Obligation to Keep Informed” clauses?

I'm a creative person. Not just sometimes; it's a constant aspect of my day to day life. And not just in one way; it crosses domains. Art, writing, music, and yes, programming. I don't mind a reasonable noncompete, nor a reasonable assignment of inventions ("works created on company time or with company resources"). But I'm finding it exceedingly difficult to find a job offer that doesn't include an excessively broad "Obligation to Keep Informed" clause that requires me to tell my employer, in writing, of every single idea of any kind (not scoped to the employer's business) that I think of at any time (not scoped to working hours), just in case they might need to claim ownership of it via the other clauses. How can any creative person live under this kind of blanket constraint? I may have several "ideas" every day, many of which might never get written down at all, but all of which would technically fall under the letter of these contracts. How is this workable for anybody who does personal projects with any amount of regularity? Is this clause practically unavoidable in our industry? Do I need to change career paths to escape it? I'm in Texas, for what it's worth

shoo 5y ago
> I'm finding it exceedingly difficult to find a job offer that doesn't include an excessively broad "Obligation to Keep Informed" clause that requires me to tell my employer, in writing, of every single idea of any kind (not scoped to the employer's business) that I think of at any time (not scoped to working hours) What happens when you ask to remove the clause or just strike it out with a pen?
- throwaway85467 5y ago
  So far I've gotten three offers in a row that have such a clause. The first one obstinately refused to make any alterations to the contract - I think it had more to do with unifying employee contracts and less to do with the specific clause, but still - and as a result I turned them down. Haven't had the chance to broach it with the other two yet. We'll see what happens on Monday. My previous company had no such clause, but it was a tiny startup and was unusual in a few different ways (no VC funding, for one), so I don't know how much of an outlier it was.
  - shoo 5y ago
    In my non-US experience startups/small tech-focused businesses attempt to push much more restrictive contracts re: ideas/IP than established non tech megacorps (e.g. telcos, banks).
davismwfl 5y ago
The only answer is it must be scoped to their core business and the use of their resources, otherwise it is always a hard NO. Sadly, these clauses have gotten more common and more broad as the years have gone by. The fact most fresh (and some senior) engineers/creatives just sign agreements with these unreasonable clauses is part of the problem. If people would say no more, companies would back off these clauses to not lose out on the talent. I get people need to work, but the only way to stop it is through people standing up and saying no or legislation. I dislike adding more legislation in most cases, but unless the workers stand up and the employers feel the pressure, legislation may be the only way.
- throwaway85467 5y ago
  > the only way to stop it is through people standing up and saying no or legislation Or unionization :P But yeah, I agree. I felt more than a little schadenfreude when I flatly turned down an offer based on this alone, after they'd spent lots of time and energy interviewing me and sweetening the offer trying to win me over. Hopefully it makes them think twice about the insanity their lawyers are trying to get away with. Of course if virtually every company is going to try and pull this, I'm going to need to strategize a little more so I can find a job I actually want to accept.
dragonwriter 5y ago
I'd be tempted to spend my—and the recipients’—work time obsessively documenting and reporting trivial ideas until directed to stop, which direction I would be sure to document.
- quickthrower2 5y ago
  I was thinking the same thing. An idea DDOS. dictionary.map(x => ‘Uber for ‘ + x);
tacostakohashi 5y ago
How about just ignoring it?
thek3nger 5y ago
For me, it would be an unbearable clause. But the real question is: How is this even enforced? It looks like as a clause to justify the company for randomly invading the employee personal life.
speedgoose 5y ago
I never heard of this clause, but I only worked in Europe. So you could move to Europe. Sorry for the stupid answer.
- 2rsf 5y ago
  Why stupid? I have never heard of such a clause in Europe as well the clause is stupid, not your idea
giantg2 5y ago
"How can any creative person live under this kind of blanket constraint?" I think there's the old saying of, "what they don't know won't hurt them". Keep it in your mind until free of that employer and they'll never know.
tldrthelaw 5y ago
Lawyer but not your lawyer, not legal advice, etc. I'm not sure how enforceable the obligation to keep informed clause can really be, in and of itself. If you launch a competing business and violate the (I assume present) non-compete agreement clauses then sure. What remedies do the contracts provide for the breach? Termination? Can you provide sample language that we can take a look at? As you suggest in the comments, I reckon this is mostly about keeping the employee contracts uniform. The lawyers don't "want" these clauses any more than you do; or, at the very least, they don't care one way or the other. Someone on the business side pushed it and they just went along.

shoo 5y ago

> I'm finding it exceedingly difficult to find a job offer that doesn't include an excessively broad "Obligation to Keep Informed" clause that requires me to tell my employer, in writing, of every single idea of any kind (not scoped to the employer's business) that I think of at any time (not scoped to working hours) What happens when you ask to remove the clause or just strike it out with a pen?

throwaway85467 5y ago
So far I've gotten three offers in a row that have such a clause. The first one obstinately refused to make any alterations to the contract - I think it had more to do with unifying employee contracts and less to do with the specific clause, but still - and as a result I turned them down. Haven't had the chance to broach it with the other two yet. We'll see what happens on Monday. My previous company had no such clause, but it was a tiny startup and was unusual in a few different ways (no VC funding, for one), so I don't know how much of an outlier it was.
- shoo 5y ago
  In my non-US experience startups/small tech-focused businesses attempt to push much more restrictive contracts re: ideas/IP than established non tech megacorps (e.g. telcos, banks).

davismwfl 5y ago

The only answer is it must be scoped to their core business and the use of their resources, otherwise it is always a hard NO. Sadly, these clauses have gotten more common and more broad as the years have gone by. The fact most fresh (and some senior) engineers/creatives just sign agreements with these unreasonable clauses is part of the problem. If people would say no more, companies would back off these clauses to not lose out on the talent. I get people need to work, but the only way to stop it is through people standing up and saying no or legislation. I dislike adding more legislation in most cases, but unless the workers stand up and the employers feel the pressure, legislation may be the only way.

throwaway85467 5y ago
> the only way to stop it is through people standing up and saying no or legislation Or unionization :P But yeah, I agree. I felt more than a little schadenfreude when I flatly turned down an offer based on this alone, after they'd spent lots of time and energy interviewing me and sweetening the offer trying to win me over. Hopefully it makes them think twice about the insanity their lawyers are trying to get away with. Of course if virtually every company is going to try and pull this, I'm going to need to strategize a little more so I can find a job I actually want to accept.

dragonwriter 5y ago

I'd be tempted to spend my—and the recipients’—work time obsessively documenting and reporting trivial ideas until directed to stop, which direction I would be sure to document.

quickthrower2 5y ago
I was thinking the same thing. An idea DDOS. dictionary.map(x => ‘Uber for ‘ + x);

tacostakohashi 5y ago

How about just ignoring it?

thek3nger 5y ago

For me, it would be an unbearable clause. But the real question is: How is this even enforced? It looks like as a clause to justify the company for randomly invading the employee personal life.

speedgoose 5y ago

I never heard of this clause, but I only worked in Europe. So you could move to Europe. Sorry for the stupid answer.

2rsf 5y ago
Why stupid? I have never heard of such a clause in Europe as well the clause is stupid, not your idea

giantg2 5y ago

"How can any creative person live under this kind of blanket constraint?" I think there's the old saying of, "what they don't know won't hurt them". Keep it in your mind until free of that employer and they'll never know.

tldrthelaw 5y ago

Lawyer but not your lawyer, not legal advice, etc. I'm not sure how enforceable the obligation to keep informed clause can really be, in and of itself. If you launch a competing business and violate the (I assume present) non-compete agreement clauses then sure. What remedies do the contracts provide for the breach? Termination? Can you provide sample language that we can take a look at? As you suggest in the comments, I reckon this is mostly about keeping the employee contracts uniform. The lawyers don't "want" these clauses any more than you do; or, at the very least, they don't care one way or the other. Someone on the business side pushed it and they just went along.