5 ms·

I had a similar situation with my current job, but with a happy ending. The contract was "standard" but others who also read it thoroughly had the same issue wi

by tomxor 5y ago

I had a similar situation with my current job, but with a happy ending. The contract was "standard" but others who also read it thoroughly had the same issue with broad, overreaching clauses that essentially attempt to claim complete IP ownership of everything the employee ever touched. The directors were very reasonable and understood my concerns, we eventually managed to remove or reword all of the offending parts. The origins of these clauses appeared to be entirely from third party lawyers, probably derived from some boilerplate contract. I presume their priority is to maximise legal "protection" for the company at all cost... even if it drives employees away, so it's not necessarily something the company explicitly asked for. Whether or not you are able to push back against them probably has more to do with the company culture and whether the leaders or hiring managers are sympathetic to developers and how the FOSS world really works. I think this is probably true for most small companies, that it's incidental and intended for protection... but obviously in this case Bumble seem to actively be exploiting these clauses for gain rather than protection.

em-bee 5y ago
in my first fulltime job in the US, i managed to not only have the offending clauses removed but also a clause added that guaranteed that all code i'd write for the company would be released under the GPL (as i was going to work on something FOSS related anyways) with that clause ownership mattered less because i knew that i would be able to reuse any of my code under the GPL which was good enough for me.
_odey 5y ago
Would you be willing to copy paste (redacted if needed) exactly what the "Intellectual Property Rights" section of your contract states right now? I would like to have it on hand to use as a "this is what others have and I want the same", concrete example.
- StrLght 5y ago
  Not OP, but here's the exact words from the contract: >You will give the Company full written details of all Inventions and of all works embodying Intellectual Property Rights made wholly or partially by You at any time during the course of Your Employment (whether or not during working hours or using Company premises or resources) which relate to, or are reasonably capable of being used in, the business of the Company or any Group Company. You acknowledge that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works will automatically, on creation, vest in the Company absolutely. To the extent that they do not vest automatically, You hold them on trust for the Company. You agree to execute promptly all documents and to do all acts as may, in the opinion of the Company, be necessary to give effect to this clause 20.1.
  - _odey 5y ago
    This is great, Thank You! "which relate to, or are reasonably capable of being used in, the business of the Company or any Group Company" sounds like a good phrasing to me, especially the "business" part of it as I interpret it to be the company simply wanting you to not build a competing product while employed there (a fair thing to have in a contract). For reference, this is what my last contract had: https://news.ycombinator.com/item?id=24220800 https://news.ycombinator.com/item?id=24220800 (notably 13.4 (c)) How I see it, "whether or not during working hours or using Company premises or resources" is not problematic here as "or otherwise" was in my block of text since this only refers to the employer's "business" related IP, and not "everything" you create (if your personal work is a stock trading library and your employer sells a booking for dog haircuts SAAS, these won't collide).
    - Silhouette 5y ago
      Please be really careful about that kind of phrasing. If you work for a large organisation, it might be doing work on almost anything somewhere in the org and you might not even know that work exists. And yet now if your own project that is entirely unrelated to your own role and work for the employer can be linked to that other work you didn't even know about, your employer owns everything.
      - _odey 5y ago
        Of course, I wouldn't rely only on the employment contract. But this is a good start since this means you didn't sign a document stating "all you do belongs to us no matter what". Personally, at the same time as signing the employment contract, I would create a list of projects I develop/contribute to outside of work with a description and links, and have them sign an acknowledgement these don't interfere with their "business" (and if they refuse to sign simply resign on the spot the same second), whether or not they use them already for business purposes or not, and an obligation for them to notify me if they ever start using one of my projects internally in the future. Also, for open source projects I contribute too that the company uses I'd have a separate paper stating my role in them, and both of our expectation for contributions that are made during/outside of hours, again signed by both parties. For FOSS projects that I own that the company wants to use, I'll have them clearly define my scope in them during employment, have them assign copyright ownership to me for any contribution they want upstreamed, and have every commit with their hashes reviewed and approved by a lead/manager. But as far as I'm concerned, there is no point in doing any of this if the employment contract states they own all my IP, since the documents would contradict one another. That's why cleaning up the mess in the employment contract is such a big deal for me.
miohtama 5y ago
Lawyers are negotiators and their job is to maximize the company profit and security. If one signs such an overraching contract it is their stupidity. It is not fair, but in a negotiation you are not supposed to be fair.
- le-mark 5y ago
  > their job is to maximize the company profit and security This is a naive view imo. Legal counsel advises leadership and protects them when they eff up or otherwise go to far. Legal doesn’t run the business. I actually heard a particularly coarse, unsympathetic CEO say this in a townhall once. It is true though.
  - Notanothertoo 5y ago
    I think this is the naive take. Depending on company size and industry lawyers do have business input. There are man tech, and insurance, and finance companies that employ legal strategies to drive business. The big ones that come to mind would be Microsoft, Intel, and oracle.
- mistrial9 5y ago
  > in a negotiation you are not supposed to be fair. Civilization and its ways.. they come and go, I hear I once did a consulting gig for a C-suite of a very, very large company, personally. Uncharacteristically I was a tiny bit awed by this guy. I asked him about dealing with his company's attorneys .. it was nothing specific, but I got the sense that the executive in front of me, could in fact change the results, even with those kind of lawyers and that business environment. I was told once long ago that it is a leadership job to set the culture of the company, the way contracts are written and enforced is part of that. There is a very wide margin of behavior overall in the business world. Let's not rush to the worst of it here.
tomxor 5y ago
> but obviously in this case Bumble seem to actively be exploiting these clauses for gain rather than protection. replying to myself because this is incorrect, as others have pointed out it seems to be in the grey area of previously open sourced work that derived from the company's IP... Which is not uncommon, i'm sure plenty of people here have open sourced small projects from their work with their employers permission... and there's the question, did this person have permission, if they did then Bumble is trying to "unopensource" a previous decision, if they didn't approve it then I guess the employee has broken their contract.
bradleyjg 5y ago
The origins of these clauses appeared to be entirely from third party lawyers, probably derived from some boilerplate contract. I presume their priority is to maximise legal "protection" for the company at all cost... even if it drives employees away, so it's not necessarily something the company explicitly asked for. They may not have explicitly asked for any particular clause but when someone in the GC’s office of a company large enough to have a GC reaches out to outside counsel to have one of these agreements drafted the general tone and parameters are very much discussed. If the resulting contract is very one sided and anti-employee it’s because that’s what the company that paid for it to be drafted wanted. Don’t be fooled into thinking otherwise.
neltnerb 5y ago
I agree that they are likely following the advice of 3rd party lawyers, but that absolutely does not let them off the hook. Legal documents just aren't that hard to understand, if the organization doesn't bother reading them or takes a maximalist approach that is absolutely their choice. You shouldn't need to back and forth and have leverage to get a reasonable contract, the "standard contract" should be balanced. If they argue that it's the lawyers doing it and that oh no of course they would never use total ownership is a good starting point -- regardless of whether there's competition with their business or whether it's done on the clock -- they are going to keep using lawyers as an excuse to screw you over. Yeah, companies need protection from some things but employees do too. It shouldn't take a state law to get employment contracts to be appropriate instead of simply "arguably legal".
- Ericson2314 5y ago
  Yeah the fact that this "dice roll" arbitrary precedent from old boilerplate and 3rd partly lawyers is so hard to displace indicates the weak position of labor in the labor market. Sure, you can be a bit conspiratorial and say that this works out in the employers favor, helps suppress side projects that might become profitable, etc. etc. but I prefer the simple-stupid reading that the weaker part has trouble pushing back on inertia and the stronger party alike.
  - ClumsyPilot 5y ago
    Keep in mind that this labour that's considered utself shortage, overpayed and somewhat 'elite'. Most devs thing standard issues of labour don't apply to them. Yet we can barely get a useless clause changed in a contract
    - neltnerb 5y ago
      Honestly my main hope is that junior devs of ten years ago have had to put up with this long enough that they're senior enough now to stick up for the direct reports they perhaps have now. Of course, it's far more common to develop the attitude that if it was "standard" when they were junior and they turned out alright then surely it's fine. And for 99% of them it will have turned out fine. I've repeatedly heard from older engineers that you shouldn't worry too much about what the contract says because [you're going to get it perfect so it won't come up, the customer in question would never, it's just standard language so you can ignore it, if you try to push back you just won't get the work] and while I understand the desire to ignore the problem and instead do the fun engineering this just seems ridiculous to me. What I takeaway from this is that engineers, like any reasonable human, aren't interested in legal documents and have been trained over decades by companies to not care how abusive their contracts are, because they personally haven't been bitten. "Sure, you hear about it from time to time but it'd never happen to me," is an unfortunate attitude for the only people senior enough to do anything about it. I wish I saw a better way out but it's hard not to empathize with someone who has been doing engineering for 40 years and has had to sign scores of employment agreements and just wants to build some stuff before they retire.
deleted 5y ago
[deleted]

by tomxor 5y ago

em-bee 5y ago

in my first fulltime job in the US, i managed to not only have the offending clauses removed but also a clause added that guaranteed that all code i'd write for the company would be released under the GPL (as i was going to work on something FOSS related anyways) with that clause ownership mattered less because i knew that i would be able to reuse any of my code under the GPL which was good enough for me.

_odey 5y ago

Would you be willing to copy paste (redacted if needed) exactly what the "Intellectual Property Rights" section of your contract states right now? I would like to have it on hand to use as a "this is what others have and I want the same", concrete example.

StrLght 5y ago
Not OP, but here's the exact words from the contract: >You will give the Company full written details of all Inventions and of all works embodying Intellectual Property Rights made wholly or partially by You at any time during the course of Your Employment (whether or not during working hours or using Company premises or resources) which relate to, or are reasonably capable of being used in, the business of the Company or any Group Company. You acknowledge that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works will automatically, on creation, vest in the Company absolutely. To the extent that they do not vest automatically, You hold them on trust for the Company. You agree to execute promptly all documents and to do all acts as may, in the opinion of the Company, be necessary to give effect to this clause 20.1.
- _odey 5y ago
  This is great, Thank You! "which relate to, or are reasonably capable of being used in, the business of the Company or any Group Company" sounds like a good phrasing to me, especially the "business" part of it as I interpret it to be the company simply wanting you to not build a competing product while employed there (a fair thing to have in a contract). For reference, this is what my last contract had: https://news.ycombinator.com/item?id=24220800 https://news.ycombinator.com/item?id=24220800 (notably 13.4 (c)) How I see it, "whether or not during working hours or using Company premises or resources" is not problematic here as "or otherwise" was in my block of text since this only refers to the employer's "business" related IP, and not "everything" you create (if your personal work is a stock trading library and your employer sells a booking for dog haircuts SAAS, these won't collide).
  - Silhouette 5y ago
    Please be really careful about that kind of phrasing. If you work for a large organisation, it might be doing work on almost anything somewhere in the org and you might not even know that work exists. And yet now if your own project that is entirely unrelated to your own role and work for the employer can be linked to that other work you didn't even know about, your employer owns everything.
    - _odey 5y ago
      Of course, I wouldn't rely only on the employment contract. But this is a good start since this means you didn't sign a document stating "all you do belongs to us no matter what". Personally, at the same time as signing the employment contract, I would create a list of projects I develop/contribute to outside of work with a description and links, and have them sign an acknowledgement these don't interfere with their "business" (and if they refuse to sign simply resign on the spot the same second), whether or not they use them already for business purposes or not, and an obligation for them to notify me if they ever start using one of my projects internally in the future. Also, for open source projects I contribute too that the company uses I'd have a separate paper stating my role in them, and both of our expectation for contributions that are made during/outside of hours, again signed by both parties. For FOSS projects that I own that the company wants to use, I'll have them clearly define my scope in them during employment, have them assign copyright ownership to me for any contribution they want upstreamed, and have every commit with their hashes reviewed and approved by a lead/manager. But as far as I'm concerned, there is no point in doing any of this if the employment contract states they own all my IP, since the documents would contradict one another. That's why cleaning up the mess in the employment contract is such a big deal for me.

miohtama 5y ago

Lawyers are negotiators and their job is to maximize the company profit and security. If one signs such an overraching contract it is their stupidity. It is not fair, but in a negotiation you are not supposed to be fair.

le-mark 5y ago
> their job is to maximize the company profit and security This is a naive view imo. Legal counsel advises leadership and protects them when they eff up or otherwise go to far. Legal doesn’t run the business. I actually heard a particularly coarse, unsympathetic CEO say this in a townhall once. It is true though.
- Notanothertoo 5y ago
  I think this is the naive take. Depending on company size and industry lawyers do have business input. There are man tech, and insurance, and finance companies that employ legal strategies to drive business. The big ones that come to mind would be Microsoft, Intel, and oracle.
mistrial9 5y ago
> in a negotiation you are not supposed to be fair. Civilization and its ways.. they come and go, I hear I once did a consulting gig for a C-suite of a very, very large company, personally. Uncharacteristically I was a tiny bit awed by this guy. I asked him about dealing with his company's attorneys .. it was nothing specific, but I got the sense that the executive in front of me, could in fact change the results, even with those kind of lawyers and that business environment. I was told once long ago that it is a leadership job to set the culture of the company, the way contracts are written and enforced is part of that. There is a very wide margin of behavior overall in the business world. Let's not rush to the worst of it here.

tomxor 5y ago

> but obviously in this case Bumble seem to actively be exploiting these clauses for gain rather than protection. replying to myself because this is incorrect, as others have pointed out it seems to be in the grey area of previously open sourced work that derived from the company's IP... Which is not uncommon, i'm sure plenty of people here have open sourced small projects from their work with their employers permission... and there's the question, did this person have permission, if they did then Bumble is trying to "unopensource" a previous decision, if they didn't approve it then I guess the employee has broken their contract.

bradleyjg 5y ago

The origins of these clauses appeared to be entirely from third party lawyers, probably derived from some boilerplate contract. I presume their priority is to maximise legal "protection" for the company at all cost... even if it drives employees away, so it's not necessarily something the company explicitly asked for. They may not have explicitly asked for any particular clause but when someone in the GC’s office of a company large enough to have a GC reaches out to outside counsel to have one of these agreements drafted the general tone and parameters are very much discussed. If the resulting contract is very one sided and anti-employee it’s because that’s what the company that paid for it to be drafted wanted. Don’t be fooled into thinking otherwise.

neltnerb 5y ago

I agree that they are likely following the advice of 3rd party lawyers, but that absolutely does not let them off the hook. Legal documents just aren't that hard to understand, if the organization doesn't bother reading them or takes a maximalist approach that is absolutely their choice. You shouldn't need to back and forth and have leverage to get a reasonable contract, the "standard contract" should be balanced. If they argue that it's the lawyers doing it and that oh no of course they would never use total ownership is a good starting point -- regardless of whether there's competition with their business or whether it's done on the clock -- they are going to keep using lawyers as an excuse to screw you over. Yeah, companies need protection from some things but employees do too. It shouldn't take a state law to get employment contracts to be appropriate instead of simply "arguably legal".

Ericson2314 5y ago
Yeah the fact that this "dice roll" arbitrary precedent from old boilerplate and 3rd partly lawyers is so hard to displace indicates the weak position of labor in the labor market. Sure, you can be a bit conspiratorial and say that this works out in the employers favor, helps suppress side projects that might become profitable, etc. etc. but I prefer the simple-stupid reading that the weaker part has trouble pushing back on inertia and the stronger party alike.
- ClumsyPilot 5y ago
  Keep in mind that this labour that's considered utself shortage, overpayed and somewhat 'elite'. Most devs thing standard issues of labour don't apply to them. Yet we can barely get a useless clause changed in a contract
  - neltnerb 5y ago
    Honestly my main hope is that junior devs of ten years ago have had to put up with this long enough that they're senior enough now to stick up for the direct reports they perhaps have now. Of course, it's far more common to develop the attitude that if it was "standard" when they were junior and they turned out alright then surely it's fine. And for 99% of them it will have turned out fine. I've repeatedly heard from older engineers that you shouldn't worry too much about what the contract says because [you're going to get it perfect so it won't come up, the customer in question would never, it's just standard language so you can ignore it, if you try to push back you just won't get the work] and while I understand the desire to ignore the problem and instead do the fun engineering this just seems ridiculous to me. What I takeaway from this is that engineers, like any reasonable human, aren't interested in legal documents and have been trained over decades by companies to not care how abusive their contracts are, because they personally haven't been bitten. "Sure, you hear about it from time to time but it'd never happen to me," is an unfortunate attitude for the only people senior enough to do anything about it. I wish I saw a better way out but it's hard not to empathize with someone who has been doing engineering for 40 years and has had to sign scores of employment agreements and just wants to build some stuff before they retire.

deleted 5y ago

[deleted]