4 ms·

Hold on. What do you expect to gain when you get back your counter-signed copy? (Apart from reliable knowledge of what you signed... did you make a copy befor

by yebyen 12y ago

Hold on. What do you expect to gain when you get back your counter-signed copy? (Apart from reliable knowledge of what you signed... did you make a copy before you gave it back?) In my experience these types of agreements are usually very one-sided, except for the consideration they offer. You haven't mentioned any consideration. I'm thinking it's along the lines of "I agree to sign this piece of paper and hand it to Human Resources director in exchange for... a paycheck." The agreement you signed doesn't grant you any rights, does it? So what would you gain from having a counter-signed copy? I don't see where you suggested that it would allow you to assert any particular right at all. I am not in California and I am not giving legal advice (as a non-lawyer, I can't give legal advice, obviously.) But, as a person who is relatively new in his career and still very low-level (not a Chief Officer of Anything, certainly) I have signed lots of things that I don't precisely remember the content, which sometimes contained ridiculous language, and that I never kept a copy of, much less counter-signed. I don't lose any sleep over it. That being said, if you have signed some non-disclosure agreements (and particularly if you're not 100% sure of the content of those documents) you will understandably want to tread carefully with those written records and notebooks that you said you have. Good for you, this is another place where I have failed. "Non-disclosure" does not mean "forget everything you learned." If you think that you signed over the rights to some project which you had worked on prior to signing on and being an employee of the company (it's not clear from your post if that's exactly what has you concerned), you will want to talk to a lawyer. Most of the time I think the boilerplate for these type of IP documents are not about accepting non-disclosure of those types of projects (which you own, unless there is also a bill of sale you haven't mentioned), but _full disclosure_, eg. they don't want to be surprised long after you are hired that you have and have always had relevant domain knowledge that you brought in from previous experience, that could be threatening to the company in the future. So, hope this helps!

yebyen 12y ago
The other thing to consider is that in California, if your dispute should fall under California law, which I suspect from your post that it does... does not allow or enforce Non-compete on termination agreements with no consideration. You did not mention non-compete, but as a NY resident and when talking about employment and IP, I must always assume that any dispute would center around a non-compete clause rather than IP law, since copyright/patent/trademark are all distinct and are already the law, even in the absence of any signed document or consideration given. So I assume you can only be worried that your agreement will restrict you from competing in the same space; and not that (less charitably) you plan to abscond with some trade secret and publish it/make it the core model of your new startup. In the state of California, it is my understanding that you should worry less about that: non-competes are not valid. A trade secret though, could be protected by an agreement that you signed. Again I am not a lawyer, but I went to Slashdot University back in the 90's and 2000's... I am talking here only about non-competes with no consideration. If there is some consideration (a severance package?) then it would probably have been in exchange for something, and I'll admit there is a decent chance there is still a valid non-compete. But it sounds like you're keen and you'd know alright if you had accepted an offer of some consideration in exchange for something like a non-compete. I don't think those kinds of agreements can be made in California in exchange for just your regular paycheck as the consideration, or as a term of your employment agreement.
- tptacek 12y ago
  I would be careful with this assumption. A reasonable concern the poster might have is that when he leaves his current job, if he started a venture based on his own IP, his previous employer could shut it down by suing him claiming that they own that IP. That's not an unreasonable problem. In fact, it belongs to a class of "worst kinds of problems": the ones that only become apparent when you're first successful, and threaten to render that success forfeit despite your hard work.
  - yebyen 12y ago
    Yeah, that's something I hadn't considered, now more obviously I'm not a lawyer or I wouldn't have begun by assuming that all parties are acting in good faith ^_^ Publishing some documents or code before you had worked there would have been a good first step. Paying careful attention to any open source licenses that were published along with any code that your company might have put out that you want to reuse, from while you worked there, an important second step. Remember that just because it's public, doesn't mean it's open or free. Maybe they have a claim to what you want, and you are more talented than all their engineers: this is an off-the-wall idea, but you might consider licensing some of their IP as an olive branch. I know you said you don't have much money, but you catch more flies with honey than you do with vinegar. You haven't really said why you want to leave, other than "assholes in legal won't return my calls." And going back to what you said tptacek, just because it doesn't exist yet, or it's actually yours, doesn't mean a lawyer can't get his grubby mitts on it anyway. If you haven't thrown in the towel already, maybe there is still a chance you can negotiate for what you want. I'm sure it's not only that countersigned non-disclosure document. Good luck!
  - askhnthrowaway 12y ago
    Thank you both for your feedback. Yes, Thomas, something along those lines exactly, although given my personal history it would be more likely that it is an open source project, but maybe something could grow from that. am I being paranoid reading into their playing games with giving me back my copy? And the surprise "consideration" business never mentioned in interview or at any point prior to my asking for my copy? I have the email record of sending that to them.

by yebyen 12y ago

yebyen 12y ago

The other thing to consider is that in California, if your dispute should fall under California law, which I suspect from your post that it does... does not allow or enforce Non-compete on termination agreements with no consideration. You did not mention non-compete, but as a NY resident and when talking about employment and IP, I must always assume that any dispute would center around a non-compete clause rather than IP law, since copyright/patent/trademark are all distinct and are already the law, even in the absence of any signed document or consideration given. So I assume you can only be worried that your agreement will restrict you from competing in the same space; and not that (less charitably) you plan to abscond with some trade secret and publish it/make it the core model of your new startup. In the state of California, it is my understanding that you should worry less about that: non-competes are not valid. A trade secret though, could be protected by an agreement that you signed. Again I am not a lawyer, but I went to Slashdot University back in the 90's and 2000's... I am talking here only about non-competes with no consideration. If there is some consideration (a severance package?) then it would probably have been in exchange for something, and I'll admit there is a decent chance there is still a valid non-compete. But it sounds like you're keen and you'd know alright if you had accepted an offer of some consideration in exchange for something like a non-compete. I don't think those kinds of agreements can be made in California in exchange for just your regular paycheck as the consideration, or as a term of your employment agreement.

tptacek 12y ago
I would be careful with this assumption. A reasonable concern the poster might have is that when he leaves his current job, if he started a venture based on his own IP, his previous employer could shut it down by suing him claiming that they own that IP. That's not an unreasonable problem. In fact, it belongs to a class of "worst kinds of problems": the ones that only become apparent when you're first successful, and threaten to render that success forfeit despite your hard work.
- yebyen 12y ago
  Yeah, that's something I hadn't considered, now more obviously I'm not a lawyer or I wouldn't have begun by assuming that all parties are acting in good faith ^_^ Publishing some documents or code before you had worked there would have been a good first step. Paying careful attention to any open source licenses that were published along with any code that your company might have put out that you want to reuse, from while you worked there, an important second step. Remember that just because it's public, doesn't mean it's open or free. Maybe they have a claim to what you want, and you are more talented than all their engineers: this is an off-the-wall idea, but you might consider licensing some of their IP as an olive branch. I know you said you don't have much money, but you catch more flies with honey than you do with vinegar. You haven't really said why you want to leave, other than "assholes in legal won't return my calls." And going back to what you said tptacek, just because it doesn't exist yet, or it's actually yours, doesn't mean a lawyer can't get his grubby mitts on it anyway. If you haven't thrown in the towel already, maybe there is still a chance you can negotiate for what you want. I'm sure it's not only that countersigned non-disclosure document. Good luck!
- askhnthrowaway 12y ago
  Thank you both for your feedback. Yes, Thomas, something along those lines exactly, although given my personal history it would be more likely that it is an open source project, but maybe something could grow from that. am I being paranoid reading into their playing games with giving me back my copy? And the surprise "consideration" business never mentioned in interview or at any point prior to my asking for my copy? I have the email record of sending that to them.