22 ms·

Contracts you should never sign

• antihero 4y ago
  Does getting fired in America go on some permanent record?
• wirthjason 4y ago
  Do non-competes include money? The ones I’ve seen include your salary for that period of time. It sounds fair. You ban the employee from job prospects but compensate them in pay. Maybe this varies by industry, geography, etc.
  • j33zusjuice 4y ago
    No, not always. In my state, they have to compensate you with some minimum amount. I don’t know what that is, but based on my current contract, my guess is that it’s the equivalent of one week of pay. (I’m fine with it because it’s a small, and not particularly interesting, industry. Plus, I’m in a DevOps role: none of our five or ten competitors are going give me a bag to have me build CI/CD pipelines.)
• bndr 4y ago
  Hey everyone, author here :) I'm sure most of you have more experience with contracts, so I'd like to hear your thoughts on stuff we, developers, shouldn't sign. Cheers, Vadim
  • anonu 4y ago
    Very useful article. Thank you for putting it together. On one hand, you should read an employment contract or options agreement down to the letter, as you highlight. However, in my experience, most contracts have these provisions, at least in the US. Also, companies are going to be reluctant to deviate from a form template as this creates a legal mess down the road. My point being, you'll find it hard to "never sign" if every employer does this.
    • 082349872349872 4y ago
      strike out and initial?
      • anonu 4y ago
        Sure - reducing items might work. But asking a company to give you tag along drag along rights when they weren't there just wont float.
  • daniel_iversen 4y ago
    Hi Vadim, it’s so great you’ve written this and are trying to help others! It might be worth pointing out that in some places (Australia, I think California? And probably the European Union) the non-compete clauses can’t be enforced because companies aren’t allowed to stop you from making a living. Anti-poaching of employees sure but not anti-compete. So maybe people could do a quick google for their country or state to see if it’s even something to worry about (so they don’t reject a job for something that in practice isn’t relevant). Also, I’ve noticed that the NDA components are usually very reasonable as they mostly cover “material non-public information” (or something like that) so usually it’s not an issue, but good to check for sure.
    • TravHatesMe 4y ago
      Good advice. Same with Canada.
  • sclarisse 4y ago
    You missed the non-disparagement clause.
• vabank 4y ago
  What's wrong with gym contracts?
  • weberer 4y ago
    Its only a problem with certain large chains, but they are often set up so that they automatically charge you every month and it is very hard to cancel. If a gym doesn't accept cash and demands you pay by credit card, that's a huge red flag. Also check reviews of the gym before you sign up. And of course, actually read the contract before signing. They can waive certain clauses if you confront them. And if they don't, there are plenty of small gyms to chose from.
    • weberer 4y ago
      See also: https://www.bbb.org/us/tx/austin/profile/gymnasium/planet-fitness-0825-90063869/customer-reviews https://www.bbb.org/us/tx/austin/profile/gymnasium/planet-fi...
    • technothrasher 4y ago
      > Its only a problem with certain large chains No, many little independent gyms have caught on to the behavior too.
    • kube-system 4y ago
      In my experience, they’re not hard to cancel as long as you cancel in the way that it outlined in the contract.
    • adrianmsmith 4y ago
      A mate of mine was paying, say, $50/month for his gym, and had been doing so for a few years. When he cancelled he was informed he’d actually been on a reduced rate based on an expected 10 year subscription, and as he hadn’t stayed 10 years, the price had actually been $60/month, so he now to pay a one-time fee of $10/month for every month he’d been with them, in order to be able to cancel. Or, if he couldn’t afford that or didn’t want to pay, of course he could withdraw his cancellation and keep on paying his $50/month fee.
• 1celebreinconnu 4y ago
  I wonder how often non-compete clause are actually enforced. If I don't tell my employer what my next employer is and don't update my linkedin profile, I don't really see how it would actually works in practice.
  • kube-system 4y ago
    In practice, they often only get enforced if you’re actually stealing customers and disrupting their business.
    • Ensorceled 4y ago
      Or if your boss really dislikes that you are "disloyal" and left the company and uses company resources to pursue a vendetta.
• meowfly 4y ago
  The only time I've been burned by my contract is from relocation expenses. I went to a company to take a job and not long into it a reorg moved me to a different team. I left the company and they demanded I pay back my relocation expenses. When I protested that they changed my role to something not what I was expecting, I was told that according to my contract it doesn't matter. The temporary housing I was put in was very expensive despite the fact I hated it. Luckily, my balance was paid as part of a signing bonus by my new company. My lesson here was: Never take a relocation package that has the company sorting your housing and travel, just ask for a large signing bonus instead.
  • adrianmsmith 4y ago
    Even signing bonuses sometimes have to be repaid if you leave the company too quickly.
    • meowfly 4y ago
      For sure. I sort of get the company not wanting spend money to sign me and then I immediately quit. The relocation management company racked up a bill I would have never incurred if I allocated the money myself.
  • jrockway 4y ago
    I got paid relocation once, and the contract said that if any employment changes were on their end, I wouldn't have to pay the costs back. (I think this is why there are clauses like "if we don't hear from you for 3 days, that counts as resigning" instead of "if we don't hear from you for 3 days, you're fired". BTW, never go on vacation in a no-cell-phone area over the transition date for a vacation tracking system migration. Learned that one the hard way!) Nobody should sign a contract where they can fire you and charge you relocation costs; that is not employment but a scam to prop up relocation companies! If you quit, then it's 50/50 in my mind. My take is that I don't want to be liable anything for quitting; the signing bonus is literally a bonus for signing the contract, not an obligation to do a certain amount of work. Salary covers the work. But I'd probably take a signing bonus that requires some tenure to not have to pay it back. Spend the money after that period. (Relocation is different to me because the disruption in your life is what they're paying for. If you don't like the job, your life was still disrupted. You're not asking for them to unrelocate you.)
• ergonaught 4y ago
  I assume that I understand your point and probably even agree with the sentiment, however the content itself appears to be saying, "Don't sign contracts", or, "Don't work for other people." Granted, that's from a mostly USA-based perspective. I've agreed to some terms because I didn't actually care whether they were enforced, because I was pretty confident the company couldn't or at least wouldn't do anything about it, or because my life circumstances didn't supply the luxury of choice. Understanding the potential consequences and "why those may be bad" is useful, and prodding companies/governments to move away from that stuff is awesome, but "don't do that" isn't necessarily an option in many (most) contexts.
• codingdave 4y ago
  > the best thing we as engineers can do is be aware of the types of contracts we're signing I'd argue that the best thing we can do is to not just make generalizations about what is OK to sign or not. Confidentiality agreements and non-competes are fine if they are narrowly focused, fair, and your compensation is sufficient to make it worth the restrictions. Because that is what a contract really is - a balancing act between obligations and limitations put on yourself contrasted with benefits (money) given to you in exchange. So an absurd non-compete is fine if they pay me a lot of money for it. An confidentiality clause is fine if they pay me a lot of money for it. This becomes critical when looking at all the recent layoffs. Most severance packages are exactly this type of contract - confidentiality and other restrictions in exchange for your severance pay. Should you sign? Maybe. Maybe the severance pay is worth it. Read the contract, understand it, and make a choice.
  • letmeinhere 4y ago
    [flagged]
    • no-dr-onboard 4y ago
      The second half of your argument here appears to be saying something that the commenter never mentioned.
      • glenstein 4y ago
        Normally I 100% agree and this is, to me, one of the most important things that separates comments that are constructive from ones that are unfocused and all over the map. A lot of my own comment history is me making that same criticism. But in this case, I think they are identifying an implication of "not making generalities" which I find to be perfectly appropriate. It reminds me of the robolending scandal, and how companies involved tried to deflect systematic criticism by suggesting each instance of robolending needed to be reviewed on a case by case basis without drawing why systematic conclusions. It's meant as a criticism of how "don't make generalizations" can be used to deflect important and appropriate criticism, and I don't think it's just a case of someone changing the subject randomly.
• jjluoma 4y ago
  I didn't sign a work contract because it was written in English and there was no translation available, especially since it contained a non-standard clause related to intellectual property rights. All communication before signing the contract had been in my native language.
• CPLX 4y ago
  This is silly. It would be useful if it said something like “here are clauses that you should understand the implications of very clearly” but that’s about it. Work for hire clauses are totally normal for certain kinds of work and no sane company is going to want you contributing some relatively inconsequential portion of a creative project unless the contract makes it clear you won’t claim to own it all later. Same goes for the idea of never signing an exclusive distribution agreement. You would tell someone not to have their book published by a major publisher? The rest mostly have nuance too. The various forms of non compete and NDA agreements are clearly unethical for entry level workers and would be essential for any high level CEO gig, or principals in a corporate acquisition Also big companies are conservative, and they don’t care about your demands. If you don’t have a track record and want to do business with big companies you might have to sign some crazy stuff. Your other option is to not get enterprise business, and for the most part it doesn’t really matter it’s fine to sign some stuff and get paid. The answer to this stuff is it depends.
• secondstring 4y ago
  I mean in principle, I agree with all of these points. But in reality if you stick to these rules hard and fast, you'll basically never accept a job offer. That's clearly an exaggeration, but many-to-most of these clauses are in every boilerplate contract. Whether it's a small startup that's using a generic contract they've gotten from the internet or their lawyers, up to massive corporations, they're all going to include semblances of some of these points. Probably for different reasons, but the points will still be in there. Startups and small companies might be more flexible to work with you on changing parts, but still the legal headache of changing anything is often far greater for the company than just passing on you and looking for another candidate. Infinity moreso for big companies. My experience is biased towards technical roles (like most on HN), but I've worked for startups, big companies, and as a freelance contractor. It's the same stuff in most contracts. Obviously my experience is not indicative of 100% of companies and I'm sure I'll have people chime in saying they had success getting company X to change some of their contract, but it's overwhelmingly not going to happen. So to treat these points as 'rules' instead of 'points to be aware of' is a bit too hardline of a stance to take in my opinion.
  • wheybags 4y ago
    I've had a "we own everything you make" clause in contracts before, it's just copy pasted boilerplate, and they were fine with removing it when I asked. Noncompetes I've been fine with, because they were always quite niche companies, and the wording was something along the lines of "don't join our direct competitors for a few years", and that seems ok to me. I will grant that it gets more complicated with megacorporations that work on everything though, as their "competitors" are roughly everyone.
    • cloogshicer 4y ago
      I think the important thing is that you asked. I've had a very negative experience, where I also asked, and they basically said "sign it or GTFO". So I did the latter, and I'm very glad I did.
      • codingdave 4y ago
• smeej 4y ago
  Also verify that anything you're signing when you leave matches what you signed when you were hired. I recently left a company where, when I was hired, I had agreed in "Appendix C" not to recruit any of their employees away from them for a period of 12 months after separation. When I actually separated after more than two years, the "Appendix C" they wanted me to sign and presented as the one I had agreed to at hire now said 24 months. I told them I was happy to stand by my original agreement of 12 months, but I had no incentive to extend to 24 and would not be doing so. They sent me one with the right number and I signed. Their story was that, in the two years since I'd signed, they changed Appendix C and had "accidentally" given me the one that pertained to people who had been hired after me under the revised terms. I'm willing to give them the benefit of the doubt, because why believe people are malicious when they could just as well be careless?
  • tpxl 4y ago
    > because why believe people are malicious when they could just as well be careless? When your job is to be careful, being careless is nothing but malicious.
    • lazyweb 4y ago
      I'd tend to agree, but then again, there's so many people who are just bad at their job. Attention to detail is a skill which many do not care to sharpen.
    • Karunamon 4y ago
      Everyone's job is to be careful.
    • smeej 4y ago
      I'm sure the person who actually sent me the form was some low-level functionary. All I did was say the equivalent of, "Hey, this isn't the right form," and he went back to his supervisors and got the right one. I sincerely don't think there was malice involved, certainly not at his level, so I just treated it like that.
  • phphphphp 4y ago
• oytis 4y ago
  > Anything you do with the company property, e.g., work computer, automatically belongs to the company, even if you do it on the weekends. That doesn't sound unacceptable to me. It's not that I'm that strict about e.g. reading personal emails etc. on my work computer, but if it's some side hustle, be it for money or for fun, I think it's honest to take your personal machine for that.
  • amelius 4y ago
    Computers are just office equipment, just like pens. If I gave you a pen and you wrote some story with it, then could I claim the rights to that story? I think not.
    • 7steps2much 4y ago
      If you make that pen available to me under these conditions? Sure. If you "just give" me something without any conditions then no, you could definitely not claim that story. But if you make that pen, your property, available to me explicitly only for work and nothing else? It's your property, not mine. I only have whatever rights you grant me to it.
      • VeninVidiaVicii 4y ago
        Only if you sign the contract!
        • munchler 4y ago
          You don’t get the pen without signing the contract.
          • VeninVidiaVicii 4y ago
            You can’t sign the contract without the pen.
      • amelius 4y ago
• donatj 4y ago
  > Another clause to watch out for […] is the "I agree not to cause any other employees to get hired," which prohibits you from hiring directly or allowing any current employees to get hired by the company to which you went. This clause protects the company from the unlikely event of a manager leaving and taking their team with them. I had a previous employer threaten to sue me for this after a couple friends followed me to a new job on their own accord and despite having signed nothing of the sort. One strongly worded letter from a lawyer though and they dropped the whole affair.
  • j33zusjuice 4y ago
    I wonder how these hold up, and what the clause “I agree not to cause any other employees to get hired” means in a legal sense. Like, if you and I work at Company A, and you go to Company B and I want to go there because it’s amazing. If you recommend me, is that causal? I have to interview and all that still. If you leave for a managerial role, can you hire me if I make first contact with your new company? That seems causal, but also easily circumvented.
• deleted 4y ago
  [deleted]
• kloch 4y ago
  The author ignores an important part of the negotiation equation - are you being adequately compensated for the imposed limitations? For example a one year non-compete after separation might be unreasonable by itself, but coupled with one year of full severance pay is a different story, although there is still the "what am I supposed to do with my time?" issue. If you are a founder/early employee with significant equity then a non-compete clause when being acquired will likely be acceptable to you.
• chadash 4y ago
  There's this HN obsession with negotiating on non-competes. Here's the problem. Say that I work for Acme Corp that makes Fancy Widgets for Bridgettes with 11 Digits and I'm hiring a software engineer. We put out the offer and give them time to respond. They come back saying they would like the offer to be $10k higher. No problem... As the hiring manager, I might already know that we have $10k leeway, or at the most, I'll have to go ask someone a level or two above me. Another candidate gets an offer and sees the non-compete clause (which is the same across all of Acme Corp's 10k employees) and asks for that to be removed. As the hiring manager, what do I do? My boss leads a division but doesn't have authority to change boilerplate contracts. Neither does her boss. So we need to go to Legal. But who do I reach out to there? The company's general counsel doesn't have time to deal with this. So I guess I start emailing around? Who do I go to who actually has the authority to change this? It becomes too much of a hassle and I turn candidate #2 away. Oh, and by the way, had candidate #2 signed the contract, they would have been banned from working for any other company whose business is primarily selling Fancy Widgets to people named Bridgette who have 11 fingers. It probably wouldn't have been an issue anyway. My point is that people sometimes overthink this. Yes, non-competes are bad. I'd argue that they are immoral and certainly bad policy. But not every non-compete is created equally and sometimes maybe you'd be better off negotiating for other things that might be easier to negotiate on and would be more useful anyway. If you are a software engineer, it's often unlikely that you'd find yourself working for a direct competitor anyway.
  • kevstev 4y ago
    Well lets say you work at TechCompany. TechCompany makes most of its revenue off of ads, but it has a bunch of side bets in classifieds, AI, self driving cars (or so its rumored), virtual reality, chat, even some finance tools. Now you want to go to NewTechCompany to go work on something there. But $TechCompany says you can't do that, they are a competitor, you can't work there for 12 months like your noncompete says! And you reply well no, I worked on search engine stuff here, I will be working on big data tools there, its completely different! And TechCompany just says- "No, they are also a tech company. You can't work there. On anything." So you think about this for a minute, and go back out and go get an offer from an ad company (in the digital space). And again TechCompany comes back and says "No you cant work there, they are a competitor! We do ads too!" And you come back and are a little pissed now, and say "I have never worked on ads in your company before, I have no idea what that is all about, I don't have access to any of that stuff! I am going and stuff it!" TechCompany now comes back and says "well we have an army of lawyers, we have already sent a letter to their legal department saying we intend to sue." This ad company is small and does business with TechCompany, and doesn't want to upset them or get into a long and expensive legal battle. They rescind your offer... You now look at what else is out there... healthcare? probably not... they have some forays into that too. Insurance? ok maybe. A consulting firm? The options are just... small. This by the way is not some completely fictional scenario. These agreements are meant to intimidate you and make it more difficult for you to leave. I had an egregious noncompete put on me, that essentially said I could not work in any business the company was involved in (which was ever expanding- though in the financial space), and at first they wanted it to be a fixed payment for not working, which while the number was equivalent to about 6 months of my base salary (which was only half of my total compensation roughly), I knew people at that firm that had been there 15 years. That number they signed was now paltry. They relented and said it could be based on base salary for that year, but that was it. I swallowed the bullet because I liked the company otherwise and the pay was great. Later I renegotiated my comp toward my base salary to make sure I was taken care of if I left. Anyway, the specific details in my situation don't really matter. My wife has also been bent over by a non-compete in a similar fashion. You need to read this thing thinking about the worst case possible scenario if the company wants to bend you over, and nothing less. Taking these lightly puts you at risk of a world of hurt. My wife had to step back and take shitty jobs for 2 years because of a bad noncompete (for a place that she worked at for 4 months before she was let go after a re-org) and her compensation pretty much halved during that time- we talked to a lawyer, he said yeah you will probably win in the end, but it might take a year, a lot of money, the outcome is uncertain, and no one is going to want to touch you while the case is ongoing. DO NOT take these lightly.
• varispeed 4y ago
  That's why I prefer business to business type of contract rather than employment. Unfortunately in many countries government are bribed by big consultancies to limit or even prevent individuals from running their own consulting business.
• petilon 4y ago
  A big one is missing in this article: The clawback provision. In 2011, when Microsoft bought Skype for $8.5 billion (that’s a B), some former employees and executives were outraged when they found that their equity was worth $0 because of a clawback in their equity documents. “The only mention that the company had the right to buy if he left in less than five years came in a single sentence toward the end of the document that referred him to yet another document, which he never bothered to read.” https://stockoptioncounsel.com/blog/standards-ownership-canthecomanytakebackmyvestedshares https://stockoptioncounsel.com/blog/standards-ownership-cant... https://www.forbes.com/sites/dianahembree/2018/01/10/startup-employee-alert-can-your-company-take-back-your-vested-stock-options/?sh=28bd405b6e49 https://www.forbes.com/sites/dianahembree/2018/01/10/startup...
• deleted 4y ago
  [deleted]
• coderintherye 4y ago
  Ancillary, but I'll add to be careful with contracts around purchasing large building items, specifically in my case referring to SteelMaster buildings. They will sell you on something saying they will deliver it and a truck is coming through your area soon, etc., then the sales guy will call at dinner time and say oh by they way your delivery is ready to ship out we just need you to sign something real quick and you're good to go. Then after you sign they will point to a clause in the contract that says they are not actually responsible for delivery and they won't deliver and you have to actually come pick it up. It's essentially a scam, and I'm unsure how they stay in business that way (I suppose people who work with them just know that's the deal and go into it knowing that), but it's one of those things that is a hard lesson to learn for having quickly signed something without fully reading it.
  • e40 4y ago
    Lots of complaints here: https://www.bbb.org/us/va/virginia-beach/profile/modular-buildings/steelmaster-buildings-llc-0583-5465 https://www.bbb.org/us/va/virginia-beach/profile/modular-bui... Didn’t see the particular one you mentioned. It is amazing companies like this can get away with so much crap.
• graderjs 4y ago
  Grabby abusive employers will likely hate this and downvote...But, while I don't have any experience with separate NDAs, never given nor received (they've always been baked into contracts and never presented a problem, were always scoped and not grabby), yet back in the day I turned down over USD 250K in multiple contracts that had funky "grabby vague IP provisions", or "grabby excessive non-compete provisions" when I was contracting and the contracts related to side-projects. Probably doesn't sound like much, but it was a lot for global remote at the time. Well, it all worked out well. The personal projects I was working on and protecting paid beyond that now...!! Hahah.
• ccleve 4y ago
  This is exceptionally poor legal advice. Non-competes are legit if they are narrowly limited in time and scope. It's perfectly fine for a company to demand that if they hand over their proprietary know-how to you, know-how that has cost them years to acquire, you won't take it to the competitor across the street. And no, an NDA is not enough to protect them. They own this information, not you, and no, you can't take it. NDAs are legit for obvious reasons. Work-for-hire clauses are absolutely required. If a company is paying you, they own what you create on company time and company equipment. No, you can't take it and sell it elsewhere. It's perfectly fine for you to resist signing a clause that says they own what you create offsite (so long as it's not related to your day job), but a company cannot continue to operate if employees can take what the company paid for.
  • BeFlatXIII 4y ago
    Restricting the collective progress of humanity so that investors can make back their money.
    • mordae 4y ago
      Restricting the collective progress of humanity so that investors can profit. It's never about making the money back, is it?
  • dilyevsky 4y ago
    Maybe they are legal (definitely not here in California) but the moral argument you’re making doesn’t make much sense because it works both ways - company has no intention of unlearning your past years of experience when you leave and so neither must you
  • feoren 4y ago
    > It's perfectly fine for a company to demand that if they hand over their proprietary know-how to you, know-how that has cost them years to acquire, you won't take it to the competitor across the street. This never happens. For software developers, most "proprietary know-how" is awful in-house inner platforms that work like shit but you're forced to use it because otherwise some senior vice president would have to admit he made a bad decision 9 years ago. The companies who try hardest to protect their trade secrets are exactly those companies with the dumbest secrets. There's absolutely no risk to the company that their employees will take their competitive advantage to some competitor "across the street". What actually happens is that the company uses this as a prison fence to keep their employees from being able to leave when they treat them like shit. > If a company is paying you, they own what you create on company time and company equipment You're misrepresenting what those clauses say. Those clauses actually say "literally anything you ever do from the time of signing this document until the time you quit, we own, if we want it." If you draw an idea for a new fusion reactor on the back of a napkin late one night in a bar, your company now owns all rights to that design, and you are never allowed to do anything with it, ever. Yes, that's what they say. Yes, they're bullshit. That's why everyone hates them.
• winReInstall 4y ago
  Im just not made for this world, how and were can i outsource this ability to decipher legalesee somone willing to fix this for me for money, without exceeding the value gained?
• streblo 4y ago
  You should sign what your trusted legal representation recommends you sign. Many of these situations are more nuanced than an internet blogger looking for clicks is going to make them out to be. And yes, if you're making a 6-7 figure decision (which you often are when you sign an employment agreement as a software engineer), you should at least have an employment attorney give it a look through.
• mkl95 4y ago
  Noncompetes are mostly bullshit in the EU. Startup lawyers know the CEO has read too much SV literature so they write down that clause to make them happy. "Everything belongs to your employer" clauses seem scarier to me although I have never seen them enforced either. But if you are making your employees sign those you should know it will likely kill their motivation to work on side projects, which will make them less competitive and motivated at work.
  • Asooka 4y ago
    Oh for sure. I just keep any ideas I have in my head and not tell them to anyone (inside or outside of the company).
• pocket_cheese 4y ago
  Non competes are becoming less and less enforceable in the US. I left my old company and wanted to start a competing business in a different vertical in the e-commerce space. What actually stopped me was the privacy and inventions and non disclosure agreements. Pretty much it prevented me from using any know how I learned while at my last company and disallowed me from using any of the same suppliers and marketplaces to buy and sell on (of which there are few in my business domain). In my experience, these types of agreements can be the actual thing that stops you from doing your own thing.
  • danjoredd 4y ago
    In Texas, non-competes are so restricted that employers can barely enforce them. I know people who signed non-competes, went to work for a competitor, and when they were sued the judge threw the case out because the non-compete clause was unenforceable according to Texas Law. It simply said "I agree not to start my own IT business or work for a competing IT business in three years of my departure" without specifying a range of distance that is enforceable.
• deleted 4y ago
  [deleted]
• slaymaker1907 4y ago
  I can understand why companies want things under a work for hire contract. If work isn’t under a work for hire contract, you can just revoke their rights to it after 35 years due to how US copyright law works.
• chasing 4y ago
  Treat contract negotiation as a trial run for your future relationship: Do they try to slip nasty stuff in there? Do they do stupid shit? Do they refuse to answer questions clearly? Is it a hassle trying to get them to make modifications? Are things vague, open to too much interpretation, or missing key information? How someone behaves during contract negotiations is an indicator of how they'll behave generally. If you can't start building that trust right out of the gate... Red flag. Even if they're not trying to be devious and are simply being naive or sloppy.
  • toss1 4y ago
    Exactly! It has gotten to the point where I take any contract put in front of me as a statement of how the other party does business. If they contract is all one-sided to their benefit and/or has crazy escape hatches for them and/or penalties for my side, it's best to just walk away, even if it costs a lot. I've tried to negotiate such clauses into something reasonable, and it is just a waste of time. They've told you how they do business the first time — believe them the first time. When I write contracts, I make sure that they are mutual, down to the structure of every sentence and paragraph. E.g., "Both parties shall treat confidential information with the same care as their own confidential information..." in an NDA for prospective joint development. I'm not the only one, and I've seen that sort of approach many times ('tho less often that I'd like). Those are the kind of people/companies I want to do business with. Avoid the former like the plague that they are. You'll save yourself a lot of trouble.
    • johndhi 4y ago
      What? Every click wrap agreement online is very one sided. You think you're saving yourself trouble by not using any online software?
      • whatshisface 4y ago
        They are still right about EULAs. The terms and style of negotiation are "we do what we want and change things when we feel like it, and you check accept or stop using the software," and guess what that implies about using the software - they do what they want and change stuff when they feel like it and you accept it or stop using the software. Contrast that to the open source pattern of making the license a header in the source files. You interact with the license by making common sense assumptions unless you need to know a detail, in which case you open a source file. Likewise you interact with the software by running on common assumptions unless you need to know a detail, in which case you open a source file.
• somecompanyguy 4y ago
  after a lifetime of web development [started in 1996], you should ask yourself "can i build a full product". if the answer is yes, don't sign contracts and start your product. employers don't pay what you're worth. you can save them 250k in a 2 week period and they won't know you did it and definitely won't pay you like you did. they might even toss you to the side thinking "oh my nephew makes websites". you might have just increased your client's conversion rates by 3% because of an issue on the checkout page and when you call to report on it they might say "oh wow that must be the advertisement i bought without telling you". in most cases, its too technical for them to understand. i recommend avoiding employers if you're money motivated.
  • tukantje 4y ago
    I see this sentiment a lot but just because you are capable, doesn't mean your product will financially do better than working for said employer (i.e. you might be more valuable as part of that large machine). How do you propose to go at it in said scenario?
• Delphiza 4y ago
  OP refers to a post from Joel Spolsky, but there is a better one that he wrote that I'll include the text below. It was one of those posts that stuck in my head because it makes sense. There may be an overriding reason why an employer is likely to tell you to take the contract as-is or walk, no matter how much they want you to join. You may think that you are super-valuable engineer, and maybe even the hiring manager, but not if your negotiation is likely to hold up the due diligence of the investors' exit. https://www.joelonsoftware.com/2016/12/09/developers-side-projects/ https://www.joelonsoftware.com/2016/12/09/developers-side-pr... Even if a company decided, “oh gosh, we don’t want to own the 5:00-9:00 inventions,” they would soon get into trouble. Why? Because they might try to take an investment, and the investor would say, “prove to me that you’re not going to get sued by some disgruntled ex-employee who claims to have invented the things that you’re selling.” The company wants to be able to pull out a list of all current and past employees, and show a contract from every single one of them assigning inventions to the company. This is expected as a part of due diligence in every single high tech financing, merger, and acquisition, so a software company that isn’t careful about getting these assignments is going to have trouble getting financed, or merging, or being acquired, and that ONE GUY from 1998 who didn’t sign the agreement is going to be a real jerk about signing it now, because he knows that he’s personally holding up a $350,000,000 acquisition and he can demand a lot of money to sign. The above is an IP example, but non-competes may be the same (regardless of if they are enforceable). Q:"What is to stop everybody resigning after we announce the merger and working for the senior manager the next day?" A:"Every employee has signed one of <<these>> and most will be scared of the threatening lawyers letters that we send."
  • gnopgnip 4y ago
    How are noncompetes the same when they are illegal in CA
    • Delphiza 4y ago
      They are probably not illegal to put into a contract, even if they are illegal to enforce. I don't know about CA specifically, but we have similar statutory rights UK, which is why employees largely ignore them by signing the contract with the non-compete clause in. The point still remains. There is sufficient contractual legalese that is backed up by threatening lawyers letters that stop some or most of the staff leaving and going elsewhere. That is enough for the deal to go through.
• johndhi 4y ago
  Eh. I'm a lawyer and don't agree with a ton here. Work for hire of copyright and IP is standard. That's what it means to work for a company: you aren't working for yourself, you're working for them. You should look closely to make sure you can do a side hustle but other than that this is a little foolish. I also disagree that contract negotiation means all that much. Certain lawyers are assholes but other people at their company might not be.
  • feoren 4y ago
    > you aren't working for yourself, you're working for them So the company owns the poop I excrete into the toilet at 2:00 AM on a Saturday night? The company owns the Crayon drawings I make with my child in the evenings? The company owns the poetry I came up with in a fever dream after some weird drugs? You say "you're working for them" like it implies some indentured servitude, where I'm living in the company town and they get to say how I live my life. I'm doing some scoped job for them in pre-defined hours for a pre-defined purpose, and for everything else in my life, they can get fucked. Honestly, your inhumane attitude is why people hate lawyers.
• teeray 4y ago
  Is it worth drawing up a standard rider for employment agreements? Stuff like “I own stuff that I create on my own time and with my own equipment” would be in there along with voiding non-compete clauses. Also, adding protections to minimum time off per year in the face of companies doing the “unlimited PTO” trick. Then it becomes an exchange of paper rather than sitting there with a highlighter handing it back and forth between, you, the recruiter, HR, and legal. I sign your contract, you sign my rider with everything I care about.
• trentnix 4y ago
  From the article: > To be honest, I always assume good faith from people who offer me to sign some documents Sure. And most people asking you to sign documents are doing so in good faith. But the contents of the documents themselves overwhelmingly bias toward the interests of the organization who wrote the contract. Additionally, while the party asking you to sign may be doing it in good faith, they may not be the ones who end up pursuing enforcement. A contract should be evaluated based on its contents and never based on your trust of the individuals you are negotiating with.
• alkonaut 4y ago
  I think I have clauses saying I can't work for competitors and that everything I do belongs to the company (not only on company time, company equipment, or on order from the company ). I have pointed out that the contract means that if I write a bestseller novel while employed, my employer owns it, which is obviously nonsense. In reality, I never bothered arguing about these. I trust they aren't enforceable and I don't even fear having to pay the legal process should the megacorp try to hold the damn thing against me. They are that unenforceable.
  • kderbyma 4y ago
    oh I tore into the owner of a company with those clauses and ripped him a new one for about 10 minutes....disgusting practice. I refused his offer and told him he should be thankful he has anyone desperate enough to work for him. He apologized to save face...but didn't seem to care.
• JoelMcCracken 4y ago
  I mean, real talk: every time I ever objected to something like that, they always said something like: "oh, we don't care what you do in your off time. You can always e.g. ask for an exemption for specific open source work later", and "its very unusual for us to change this, we've never had anyone ask for this kind of thing in the past". If I had followed this advice, I would have missed out on one of the best jobs I ever had. So, just YMMV.
  • OkayPhysicist 4y ago
    "Well in that case, it shouldn't be a big deal to just strike that clause, right? Here, we'll even scribble in a little line here confirming that the company does, in fact, own the rights to the software I write FOR you, as part of our employment relationship".
• epicureanideal 4y ago
  If engineers actually had any leverage I would recommend we all collaborate on producing a one page addendum to all employment contracts that eliminates common nonsense.
• tiku 4y ago
  Also had a contract with a customer that stated I could not make the same kind of tools for other customers. A bit to vague. Had it scrubbed of course.
• CrimsonCape 4y ago
  I work in an industry that is very much “at-will.” I signed an “Employee Handbook Acknowledgement” which says “I understand and agree that the handbook is not a contract of employment, or a promise or guarantee of continued employment” The “handbook” contains statements like “company owns all employee creations and IP ,etc etc etc” It’s ambiguous enough to seem to apply to side projects. What is your opinion of this? Sounds like they want their cake and to eat it, I can’t see how this is legally enforceable.
  • harvey9 4y ago
    Sounds that way to me too. Do you have an actual written contract of employment which the handbook attemps to tack clauses onto?
    • CrimsonCape 4y ago
      No. The only document I have signed is the aforementioned "Handbook Acknowledgement." My concern is that there's a nefarious double-standard here in which they can say explicitly "this is not a contract" but if it were to go to court then legally it could be considered a de-facto contract since it has a signature.
• jmugan 4y ago
  Everybody talks like they have a lawyer just sitting outside on their patio and all they have to do is give them a couple hundred bucks to look over a document here and there. How does one find a lawyer that will work piecemeal like that?
  • dgb23 4y ago
    Most are teams right? And they go through stuff in bulk just like everyone else?
  • dustingetz 4y ago
    https://www.upcounsel.com/ https://www.upcounsel.com/, "working piecemeal like that" is exactly what most lawyers do
    • jmugan 4y ago
      Yeah, this is what I was looking for. In the past, Google searches have showed up with nothing. There wasn't a good way to hire someone for a small amount of work. Bookmarked!
• donohoe 4y ago
  You can also decline and often thats ok. Whenever I had meetings with Google and went to their offices they had this sign-in process which is essentially a NDA while you are there. I always declined it. It caused consternation in only that they were not used to anyone doing that.
• barking_biscuit 4y ago
  My worst job hunting experience was going through a slimy recruiter and eventually receiving an offer from a company I was initially excited to work at until I read the absolutely bizarre and overbearing contract and tried for two weeks to tell them to just take all the weird, nonsensical stuff out and I would sign and eventually they pulled the offer. iirc one of the clauses stated that I would make myself available to the employer to perform work for them on an as needed basis in the three months after quitting the job but the amount of work over that three months would never exceed 2 weeks in total blah blah blah. Another one was something like agreeing make myself available to participate in legal disputes etc. I asked them about examples of when these clauses had been enforced and what did that look like in practice etc? They remarked the first one was mostly done after hours etc. I just couldn't fathom why the heck any old regular engineer would sign off on a clause like that, but was told that "everyone signs it and we're not changing it". Knowing I had the legal right to get any employment contract reviewed by a lawyer, I did exactly that. Good move indeed. The clauses were bad enough they tripped my BS meter, but the lawyer pointed out further BS in some of the vagueness of the wording. I think one example was the clause stating you had to make yourself available to the employer for work on an as needed basis after leaving the job had a sentence indicating that if you needed to travel you would bear the cost and/or there was something about a rate or amount of money that just was totally unspecified. She also rightly pointed out if you had another full time job you had just signed a contract for, you couldn't execute both contracts without being in violation of at least one of them and if the split with ths whacko employer was not amicable then they could absolutely have you over a barrel. I got my lawyer to tell them to remove those things, and that's when they pulled the offer. It was a bit of a shock and quite upsetting to me at the time. During that phone conversation with the recruiter where he told me they were pulling the offer he revealed that a previous employee had stolen the source code and tried to set up a competing product and wound up in a legal dispute with the company, so the fact that I was "already getting lawyers involved" was a "red flag" to them. If you're paying careful attention you'll notice the absolutely circular logic of that absurd reasoning!!!! Anyway that at least explained sme of the weird, nonsensical, heavily defensive clauses, though not all of it. Anyway I dodged an absolute bullet on that one.
• seemyvest 4y ago
  Why is the absence of a vesting period (for turning turning options to shares) a red flag?
• ozim 4y ago
  Dilbert strip that is there - had that happen. I dropped out of recruitment because they wanted to me to sign NDA. Well they were also not having top salary but I would go through.
• waynesonfire 4y ago
  would like to see a version of this called "contracts you should sign" -- like, what does a golden parachute clause look like? how do these executives keep walking away with so much money while floor employees are given 11 weeks, and it's out of generosity of management.
• hansvm 4y ago
  With respect to the off-hour IP clause nonsense, suppose you've signed one of those things but also gotten explicit written affirmation from the CEO that they don't give a rat's ass about your blog or book contracts or custom search engines or databases or contract work or open-source code that couldn't meaningfully compete with the company's actual business and that it's just a catch-all to ensure that if you do steal proprietary info then they're covered, and that they explicitly don't want you to actually notify them with all your new "ideas"; does such a clause still have any legal teeth you need to be wary of?
  • RangerScience 4y ago
    If they're willing to give that explicit affirmation, I'd be surprised if they weren't then willing to put in the contract (either by explicitly limiting the IP clause to specific things, or from certain things). I've gotten resistance on this kind of thing once before; did a face-to-face with the person with the power (the board member acting as the temporary CEO) and they pretty much just wanted a vibe check that I wasn't trying to screw them over. Next day I got the contract back with all the alteration I'd asked for.
• twawaaay 4y ago
  Rule #1 is the contract is there to make both sides of the contract happy that their interests are taken care of. If you don't feel your interests are taken care of, don't sign the contract. If you don't feel the other party interests are taken care of, DON'T SIGN THE CONTRACT. In my experience, whenever the first rule is not met, one side of the contract will not be happy. Good, long term relationship requires both sides of the contract to be happy with it. Don't waste time on business relationships that are broken from the start. If the other party says they put this or that because legal needs it or because it "is a common practice", explain the above ("the contract is there ...") and if they can't understand it -- don't sign the contract. People will not want to change their standard contract because it is a hassle (it has to go through legal, etc.) but will frequently do it if you present reasonable argument. If you know FOR A FACT that stuff is not enforceable, it is up to you how much you want to risk. If it is written in the contract it will pretty much fall on you to defend yourself and it may be long and costly. You should probably not sign the contract. Understand, what it is they are buying from you. Are they buying 8h of your time every day, or are they buying 24/7, your soul and your family? If demand more than you are willing to sell -- don't sign the contract. What if they pay you flat a flat rate regardless of how many hours you work and allow you to take as many vacation as you want? Be warned they might own all of your time. It is a business decision but make sure you are well compensated for it. If the non-compete would severely cut your chances of getting more business, don't sign the contract. Non-competes are fine as long as they are making sense and are not wielded against you to force you in a servitude. If you are a web developer it might be ok for them to ask you to not develop apps for their direct competitors while you do business with them. But if you are backend developer specialising in banking applications, preventing you to work for another bank will be severely limiting your chances of getting another job -- which would most likely be another bank because they value your experience in the field. If the contract requires you to pay damages in certain situations -- make sure the rate they are paying is high enough over market rate and your needs to cover your risks. I try to not sign those types of contracts although in some places those damages are almost mandatory to show that you are in fact a contractor (if you don't take responsibility for your work you are just an employee).
• RangerScience 4y ago
  Something I didn't see in there that's a good thing to look for, or a good thing to ask for, is "quitting for good cause" - it's basically the inverse of "firing for cause". A couple jobs ago, my signing bonus and equity were revocable (so I'd have to return the bonus) if I was fired for cause. Somewhere in the contract they'd also used the term "[quit] for good cause", which introduced me to it. I came back and ask for the term to be applied to many more places - if I fired them as an employer for cause, I'd explicitly keep the signing bonus, and accelerate my vesting. It ofc never came up; they were great to work for, even if in the end it didn't work out. They very much took great care of us when the endeavor was shuttered and we were all let go; so to the top comment's point, the vibe of the contract matched the vibe of the gig. Edit: It's apparently a nationally recognized term, but depends on state law to define: https://www.nelp.org/publication/good-cause-quits/ https://www.nelp.org/publication/good-cause-quits/ https://edd.ca.gov/en/uibdg/Voluntary_Quit_VQ_5/ https://edd.ca.gov/en/uibdg/Voluntary_Quit_VQ_5/
• pm24601 4y ago
  ... or move to the State of California which has laws that make such contracts illegal. I remember one contract I signed which had an addendum that read: "section blah blah does not apply to residents of the State of California." So 49 other state residents are getting a bad deal but California residents are getting a better deal, yet the company is doing just fine. Hmmm Maybe that section isn't needed anywhere?