5 ms·

They made me an offer I couldn't refuse (1997)

bigstrat2003 9mo ago
It should be flat out illegal to claim copyright on employees' work like this (which includes making people sign contracts giving up copyright on their work). If someone does something on their own time, with their own equipment, then they should own it regardless of their employer's business interests. These are employees, not slaves.
- adastra22 9mo ago
  In California, it is.
ChuckMcM 9mo ago
Google's stance on this was fairly draconian when I was working there, basically Google's position was that they could be in ANY business at ANY time so that ANY thing you worked on was theirs. On the day I joined, one of the other new hires had a marked up copy of the agreement with some VERY simple wording changes that said basically "wasn't in this business at the time the employee started working on the project" (aka a no retro-active clause) because this individual pointed out quite reasonably that if they were working on something in good faith on their own that wasn't part of Google's business and it turned out to be a really good idea, then Google, based on how the agreement was written, could go back and say "but we're in that business now too and you were working for us so we own your idea." To which the HR person at the orientation had said, "Don't worry Google wouldn't do that." And this individual said, "I'm sure they wouldn't, that's why it seems like a no-brainer to put it into the agreement, it just says they won't do something that you and I both agree they would never do. I can't sign the document as written without this." The HR person took the updated version off to someone (presumably legal). And then after lunch this person was not in the group (I had seen them eating lunch) So when we had finished up, before my mentor had arrived I went out and found them waiting on the circle for a ride and asked them what happened. They said, "Google said no and also said they were rescinding the offer of employment." And that told me everything I needed to know about how Google really thought about things vs what they said they thought about things.
- like_any_other 9mo ago
  You think making such reasonable demands of your employer would go better if every employee did it together, organized in some way?
  - ChuckMcM 9mo ago
    Hmm, collective action, you might be on to something there :-). Personally I think if we could eliminate the who 'no warranty of any kind' disclaimer ability for software and organize around collectively fixing this sort of abuse in the market that things would be different in a very positive sort of way.
  - rcbdev 9mo ago
    Works in Austria. The legally binding collective agreement contract for IT workers here has a specific clause regulating the terms of when an employer may or may not claim rights on IP created by the employee. (§18 Diensterfindungen)
    - Aurornis 9mo ago
      In California (where Google is headquartered) the law regulates the boundaries of IP ownership. If you work on something unrelated to your work on your own equipment on your own time, your employer can't claim it no matter what the employment agreement says.
      - toast0 9mo ago
        I think you're overstating. If it's on your time and your equipment and unrelated to your work, but it is related to your employer's business, it's not obvious. If you work for a big tech, there's a huge range of stuff that's related to your employer's business, which means you have to tread carefully.
      - ChuckMcM 9mo ago
        I live in California, and they can. The key there is that is isn't "Unrelated to your work" it is "Unrelated to the work of the company." Also phrased as "The company's business." Google literally claims they could be in any business[1] at any time so anything you work on belongs to them. Further, as my lawyer pointed out to me at the time, California is an 'at will' state so they can fire you for any non-protected reason, one of which is 'working on things and forcing them to sue to get rights to that work product.' It isn't a very balanced situation from a power dynamic. My advice to anyone at Google (as it was when I was there) do not work on anything that you might later want to develop further while working at Google. If you really want to work on this thing, quit, and then start working on it. Otherwise you are at risk of the "success disaster" where your side hustle is suddenly worth something and at the same time you're being told to hand it over to your employer or be fired and sued at the same time. [1] They rationalized this when I was there with their "20% time rule" which was time to work on what ever you wanted, but working on whatever you wanted still belonged to Google because they had a unlimited right of first refusal to productize whatever it was you worked on.
cryptica 9mo ago
I think a good strategy is to change companies often and ensure that your side project isn't related to any of them. This creates a lot of complications and adds a layer of protection because if your current employer tried to claim the software as theirs, your previous 3 employers would all have claims (weak claims, that is). If the software is different from what all 4 companies would produce and it is all built outside of business hours, it gives you full leverage. If any specific company tries to imply that their claim is valid, they cannot do this without validating the claims of 3 other companies... Thus preventing themselves from obtaining the full ownership rights over the product. The company which actually wants your software would be better off just paying you and accepting your simple version of reality than trying to create complications for themselves by inventing some elaborate legal fiction.
- saagarjha 9mo ago
  This doesn’t really work if you work for megacorps, where everything is related to their business, and also it requires your past employers go to bat for you and enforce their claims.
musesum 9mo ago
Has California Law changed, since 2015? My company was acquired by another company that had in-house lawyers. California Law states that you have rights to your own IP, when produced on your hardware and on your own time. So, I was careful to air gap all my work on a separate computer. Meanwhile, the acquiring company ask me to sign an employment agreement. Its terms restated the California law in very ambiguous terms. I couldn't tell if I was declaring rights to my own IP or signing away my rights. So, I asked them: "which is it?" Their replay was "Yes." ... I was an employee for a day.
- Aurornis 9mo ago
  This is dated 1997, so a lot could have changed since then. You're right that California has IP assignment limitation clauses that override anything in the boilerplate employment contracts. I know one person who blew up their job offer by trying to get it modified to limit the IP assignment clause, but the company had a hardline stance that they didn't do one-off contracts with employees. Later they realized their state had already limited IP assignment, so the entire battle was moot.
  - ryandrake 9mo ago
    California’s law has a truck-sized loophole though: if the IP in question relates in an way to your employer’s current or anticipated work/research, then they may claim it. Not your work at the company. The company’s work or their future work. And these big companies can believably claim that the scope of their work and research is huge and all-encompassing.
tonfa 9mo ago
That's a nice thing in Switzerland, even if developed with company resources, only what you're being asked to do belongs to the company. Things that are done in the course of employment (but aren't part of the contractual obligations) would often need to be disclosed and the company could license it. IP would typically still be owned by the employee. Obviously things done outside of work would be even more clearly owned by the employee. I wonder if any other country has a similar system.
- Aurornis 9mo ago
  > I wonder if any other country has a similar system. Many states in the United States have limitations on IP assignment that protect against overly broad contracts. Employers write their contracts as broadly as possible with the understanding that state limitations will limit any overly broad claims. California (where Google is headquartered) is one such state with IP assignment limitations, though I'm not sure how much of that was in place when this article was written nearly 3 decades ago.
  - saagarjha 9mo ago
    The author worked at Apple in this case.
    - Aurornis 9mo ago
      Thanks, I got my comment threads mixed up. Apple is also headquartered in California, so the same applies.
qingcharles 9mo ago
A colleague and I demo'd something really neat we'd made in our spare time to the execs at the tech company we worked at, as a potential investment. Two days later the network admin of the company stopped by my desk and whispered in my ear, "They're looking at your employment contracts. Whatever you showed them, they are trying to figure out if they can take it for free." (I guess he was reading all their emails...) Bad news for them: they'd been in such a bind to hire me originally that I'd taken a pen and scribbled out a large chunk of my employment contract before we signed it. I'd never have thought to try it, but someone with bigger balls than me had done it the day before on theirs and told me about it.
NetMageSCW 9mo ago
In the old days a friend considered working for Radio Shack and their contract basically had a we own everything you create regardless of what or when. They turned down the offer.
Lammy 9mo ago
At least he was able to sneak the “Antler!” easter egg in: https://www.mackido.com/EasterEggs/UT-Stickies.html https://www.mackido.com/EasterEggs/UT-Stickies.html

bigstrat2003 9mo ago

It should be flat out illegal to claim copyright on employees' work like this (which includes making people sign contracts giving up copyright on their work). If someone does something on their own time, with their own equipment, then they should own it regardless of their employer's business interests. These are employees, not slaves.

adastra22 9mo ago
In California, it is.

ChuckMcM 9mo ago

Google's stance on this was fairly draconian when I was working there, basically Google's position was that they could be in ANY business at ANY time so that ANY thing you worked on was theirs. On the day I joined, one of the other new hires had a marked up copy of the agreement with some VERY simple wording changes that said basically "wasn't in this business at the time the employee started working on the project" (aka a no retro-active clause) because this individual pointed out quite reasonably that if they were working on something in good faith on their own that wasn't part of Google's business and it turned out to be a really good idea, then Google, based on how the agreement was written, could go back and say "but we're in that business now too and you were working for us so we own your idea." To which the HR person at the orientation had said, "Don't worry Google wouldn't do that." And this individual said, "I'm sure they wouldn't, that's why it seems like a no-brainer to put it into the agreement, it just says they won't do something that you and I both agree they would never do. I can't sign the document as written without this." The HR person took the updated version off to someone (presumably legal). And then after lunch this person was not in the group (I had seen them eating lunch) So when we had finished up, before my mentor had arrived I went out and found them waiting on the circle for a ride and asked them what happened. They said, "Google said no and also said they were rescinding the offer of employment." And that told me everything I needed to know about how Google really thought about things vs what they said they thought about things.

like_any_other 9mo ago
You think making such reasonable demands of your employer would go better if every employee did it together, organized in some way?
- ChuckMcM 9mo ago
  Hmm, collective action, you might be on to something there :-). Personally I think if we could eliminate the who 'no warranty of any kind' disclaimer ability for software and organize around collectively fixing this sort of abuse in the market that things would be different in a very positive sort of way.
- rcbdev 9mo ago
  Works in Austria. The legally binding collective agreement contract for IT workers here has a specific clause regulating the terms of when an employer may or may not claim rights on IP created by the employee. (§18 Diensterfindungen)
  - Aurornis 9mo ago
    In California (where Google is headquartered) the law regulates the boundaries of IP ownership. If you work on something unrelated to your work on your own equipment on your own time, your employer can't claim it no matter what the employment agreement says.
    - toast0 9mo ago
      I think you're overstating. If it's on your time and your equipment and unrelated to your work, but it is related to your employer's business, it's not obvious. If you work for a big tech, there's a huge range of stuff that's related to your employer's business, which means you have to tread carefully.
    - ChuckMcM 9mo ago
      I live in California, and they can. The key there is that is isn't "Unrelated to your work" it is "Unrelated to the work of the company." Also phrased as "The company's business." Google literally claims they could be in any business[1] at any time so anything you work on belongs to them. Further, as my lawyer pointed out to me at the time, California is an 'at will' state so they can fire you for any non-protected reason, one of which is 'working on things and forcing them to sue to get rights to that work product.' It isn't a very balanced situation from a power dynamic. My advice to anyone at Google (as it was when I was there) do not work on anything that you might later want to develop further while working at Google. If you really want to work on this thing, quit, and then start working on it. Otherwise you are at risk of the "success disaster" where your side hustle is suddenly worth something and at the same time you're being told to hand it over to your employer or be fired and sued at the same time. [1] They rationalized this when I was there with their "20% time rule" which was time to work on what ever you wanted, but working on whatever you wanted still belonged to Google because they had a unlimited right of first refusal to productize whatever it was you worked on.

cryptica 9mo ago

I think a good strategy is to change companies often and ensure that your side project isn't related to any of them. This creates a lot of complications and adds a layer of protection because if your current employer tried to claim the software as theirs, your previous 3 employers would all have claims (weak claims, that is). If the software is different from what all 4 companies would produce and it is all built outside of business hours, it gives you full leverage. If any specific company tries to imply that their claim is valid, they cannot do this without validating the claims of 3 other companies... Thus preventing themselves from obtaining the full ownership rights over the product. The company which actually wants your software would be better off just paying you and accepting your simple version of reality than trying to create complications for themselves by inventing some elaborate legal fiction.

saagarjha 9mo ago
This doesn’t really work if you work for megacorps, where everything is related to their business, and also it requires your past employers go to bat for you and enforce their claims.

musesum 9mo ago

Has California Law changed, since 2015? My company was acquired by another company that had in-house lawyers. California Law states that you have rights to your own IP, when produced on your hardware and on your own time. So, I was careful to air gap all my work on a separate computer. Meanwhile, the acquiring company ask me to sign an employment agreement. Its terms restated the California law in very ambiguous terms. I couldn't tell if I was declaring rights to my own IP or signing away my rights. So, I asked them: "which is it?" Their replay was "Yes." ... I was an employee for a day.

Aurornis 9mo ago
This is dated 1997, so a lot could have changed since then. You're right that California has IP assignment limitation clauses that override anything in the boilerplate employment contracts. I know one person who blew up their job offer by trying to get it modified to limit the IP assignment clause, but the company had a hardline stance that they didn't do one-off contracts with employees. Later they realized their state had already limited IP assignment, so the entire battle was moot.
- ryandrake 9mo ago
  California’s law has a truck-sized loophole though: if the IP in question relates in an way to your employer’s current or anticipated work/research, then they may claim it. Not your work at the company. The company’s work or their future work. And these big companies can believably claim that the scope of their work and research is huge and all-encompassing.

tonfa 9mo ago

That's a nice thing in Switzerland, even if developed with company resources, only what you're being asked to do belongs to the company. Things that are done in the course of employment (but aren't part of the contractual obligations) would often need to be disclosed and the company could license it. IP would typically still be owned by the employee. Obviously things done outside of work would be even more clearly owned by the employee. I wonder if any other country has a similar system.

Aurornis 9mo ago
> I wonder if any other country has a similar system. Many states in the United States have limitations on IP assignment that protect against overly broad contracts. Employers write their contracts as broadly as possible with the understanding that state limitations will limit any overly broad claims. California (where Google is headquartered) is one such state with IP assignment limitations, though I'm not sure how much of that was in place when this article was written nearly 3 decades ago.
- saagarjha 9mo ago
  The author worked at Apple in this case.
  - Aurornis 9mo ago
    Thanks, I got my comment threads mixed up. Apple is also headquartered in California, so the same applies.

qingcharles 9mo ago

A colleague and I demo'd something really neat we'd made in our spare time to the execs at the tech company we worked at, as a potential investment. Two days later the network admin of the company stopped by my desk and whispered in my ear, "They're looking at your employment contracts. Whatever you showed them, they are trying to figure out if they can take it for free." (I guess he was reading all their emails...) Bad news for them: they'd been in such a bind to hire me originally that I'd taken a pen and scribbled out a large chunk of my employment contract before we signed it. I'd never have thought to try it, but someone with bigger balls than me had done it the day before on theirs and told me about it.

NetMageSCW 9mo ago

In the old days a friend considered working for Radio Shack and their contract basically had a we own everything you create regardless of what or when. They turned down the offer.

Lammy 9mo ago

At least he was able to sneak the “Antler!” easter egg in: https://www.mackido.com/EasterEggs/UT-Stickies.html https://www.mackido.com/EasterEggs/UT-Stickies.html