Non-Compete Agreement Beyond Term of Employment? 778
stellar7 writes "I work in IT for a large company. They have recently asked me to sign a new non-compete and confidentiality agreement. I signed an agreement when I began employment, but now they want me to sign an updated one. Behind the link are a few paragraphs from the new agreement. It states that the company has a royalty-free license to any 'Invention' I create including up to six months after leaving (and the company fully owns any Invention that relates to the company in this same period). Has anyone signed a similar agreement that reaches beyond the end of employment and includes things not related to the business?"
A. Employee shall promptly and fully disclose in writing to [Company] any inventions, improvements, discoveries, operating techniques, or "know-how", whether patentable or not (hereinafter referred to as "Inventions"), conceived or discovered by Employee, either solely or jointly with others, during the course of Employee's employment with [Company], or within six (6) months thereafter.
B. Employee shall, on the request of [Company], and hereby does, assign to [Company] all of Employee's right, title and interest in any of the Inventions which relate to, or are useful in connection with, any aspect of the business of [Company], as carried on or contemplated at the time the Invention is made, whether or not Employee's duties are directly related thereto. [Company] shall be the sole and absolute owner of any of the Inventions so assigned. Employee shall perform any further acts or execute any papers, at the expense of [Company], which it may consider necessary to secure for [Company] or its successors or assigns any and all rights relating to the Inventions, including patents in the United States and foreign countries.
C. [Company] shall be the sole judge as to whether the Inventions are related to or useful in connection with any aspect of the business of [Company] as earned on or contemplated at the time the Invention is made and as to whether patent applications should be filed in the United States or in foreign countries.
D. [Company] shall have the option of taking a permanent, royalty-free license to manufacture, use, and sell any of the Inventions conceived or discovered by Employee during the course of Employee's employment with [Company], or within six (6) months thereafter, that are not assigned to [Company] under paragraph B. of this Agreement.
ask a lawyer (Score:5, Insightful)
Re:ask a lawyer (Score:5, Interesting)
The answer is going to vary from state-to-state and presumably from country to country. California, for example, has laws that greatly reduce the effect of non-compete agreements, but many other states do not. Furthermore, the question of whether they can insist that you sign a new agreement as a condition of continued employment will depend on whether you are in an "at will" jurisdiction or not.
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I wouldn't sign such an agreement with anyone, personally. Money is too easy to find to justify indenturing yourself in such a way just for a job.
Re:ask a lawyer (Score:5, Informative)
Re:ask a lawyer (Score:4, Informative)
As it stands, there's far, far too many "clever" corporate counsels, too many businesses that think they own you and they're entitled to shake a stick at. Thankfully, there's more than enough places that aren't idiotic about this that it's only moderately problematic.
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1) Your relationship with your boss
2) Where this initiative is coming from (how far removed from your boss and how influential)
3) The perceived value of you personally to the company
4) The level of your own personal negotiation skills
5) Your perceived integrity
Unless you can accurately assess all of those items, in addition to the legal questions of enforc
Re:ask a lawyer (Score:5, Informative)
Re:ask a lawyer (Score:5, Interesting)
In Ontario, this might be construed as "constructive dismissal". From what I've experienced here, signing any employment contracts is a bad idea. Without an employment contract, you'd be covered by common-law, which is generally favourable to the employee regarding severance amounts, etc. Employment contracts usually replace all that with explicit terms that favour the employer.
IMHO, you'd have to be NUTS to work as an employee in high tech outside of government or unionized employers. Ontario's labour laws are terrible for "technology professionals". As unemployment rates are very low, and there is plenty of unfulfilled demand for skills, you're far better off subcontracting, where the legal relationship is between corporate peers. Some of the rights you retain as a subcontractor include:
- pay by the hour, if you so arrange. No unpaid OT.
- the right to conduct business with other clients
normal employer rights that are NOT applicable in contracting:
- the right to supervise and direct
- the right to set hours of work (duration and timing)
- exclusivity to all the employee's production, intellectual or otherwise, regardless of whether the efforts were during paid working hours.
There is a lot more variation and flexibility in terms, and you still have to keep your clients happy - i.e. they won't be happy if you openly compete against them and work 3h/week, and your contract will be cancelled.
If you are a non-unionized employee, remember, the only real power you have is to quit.
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1) Timely payment of wages (enforceable by the Attorney General, as well as your own lawyer for triple damages)
2) Minimum wage ($8 as of the first of the year, still a fucking joke)
3) The right to take a twelve week leave without
Re:ask a lawyer (Score:5, Insightful)
This tends to change with a variety of factors. For instance, the employee handbook and internal company policy in most cases provide for severance pay and restricts the ability to let you go except for certain reasons. This hand book or internal company policy is viewed as a contract by most all courts and would supersede the states requirements if they are less. Of course they usually place something in the handbook that included insubordination or something that lets them dismiss you without an actual cause. That's where unemployment kicks in.
Now unemployment can be contested for any reason but, they have to have a reason to fire you. I'm in Ohio where you don't necessarily get unemployment if they had reason to fire you. It has to be a good reason too. They can fight it all they want but at most, they will only delay when you receive the unemployment if they don't have a substantial reason to fire you. The employer sometimes thinks that you will get another job and forget about it and they won't have it effect their premiums. But you can still fight their claims after you start working another job in most cases. There are around five states that you have to have cause for to fire someone and their laws are generally different including the right to sue for wrongful termination. Each state has a labor board that can levy fines on most employers with more then 15 employees according to practices that are either against the state law or employee handbook. For some reasons, they don't tall you that in school when they train you to become an employee somewhere.
While technically true, it is wrong to some degree. Even in Massachusetts, contract law is just that. You might not have a job at company X because of the At-Will status but that doesn't mean you don't have recourse. Of course then you are back to finding who either thinks your case is worth something to take it on commission or one who will take your money up front. Some of the stuff can be taken care of by you too. I have a cousin who lives in Mass. She took 4 weeks off to have a baby and after returning to work, they wouldn't give her position back because the person who filled in did a better job. So she had to take another position that required more physical labor and they fired her two months later for no reason after writing her up for not doing the job in a timely manor. It was true that she didn't get her job back but she took it to court and got back pay from the time they let her go up until the time she received her first paycheck from her new job and attorney's fees. She didn't really look hard for a new job because she was taking care of the kid so it was about a year or so that she had been paid.
Now you might think it has something to do with the family medical leave act but the reality is that the only thing related to that was she had a doctors slip limiting her lifting and repetitive motion for 2 or three weeks after she went back to work.
The bottom line is there is more recourse then people think. They are often discouraged in taking some of that recourse because of funding or they just don't know about it or it becomes a hassle or they have already moved on or what ever.
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Anyway the key thing about employment contracts is that they should be bilateral. This shouldn't be the employee g
Re:ask a lawyer (Score:5, Insightful)
Require an additional clause added where they guarantee you 6 months severance pay should you leave the company for any reason while that agreement is still in effect.
Yes...refuse to sign. Or better - just ignore it. Put it off, defer them, 'will get around to it'...till they either forget or you find a new job.
New job...good call. On your exit interview point out that you're leaving because the company clearly has no interest in treating people fairly or even caring in the slightest bit about them.
it may be ok to sign BS (Score:3, Insightful)
First off, I believe such a clause is unreasonable.
IANAL, so check carefully first. But I wonder about signing anyway, knowing that the objectionable clauses are unenforceable, and then doing as you please. They do try to put such crap in there. "Yes I will hand over any invention I make for up to 6 months after this job ends", and then the instant it ends, you don't. They can't stop you. You may not even invent something related to their business in the time frame, so the whole issue may be moot. I
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If enough employees insist on not signing that block, they may remove it anyway.
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there's a reason why handwritten modifications to contracts are generally initialled by both parties
Type up a new version of the signature page, adding a new final clause:
Give it to them eight days after you signed it. Hey, somebody who asks you to sign this document is not respecting you, why should you show any more respect?
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Wise Move (Score:3, Insightful)
Well, the fact of the matter is you'll never know what is enforceable or not until you pay some lawyer $10,000.00 for the privilege of arguing it in front of a judge, and even then, you never know what will happen on any given day in court. The judge could enforce the agreement (you did, after all, sign it), he could modify it so it conforms with state law (well, you intended to agr
Re:ask a lawyer (Score:5, Interesting)
Re:ask a lawyer (Score:5, Informative)
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Of course, not being a lawyer I can't say - however I rather suspect it is quite enforceable if you create something the company works on. That is - if you work for Microsoft and you invent some nifty software at home you have little to stand on (especially if you are a software engineer). I think it would be fairly easy for them to argue that you, at the very least, used company resources to learn and you are payed to writ
You are also free to say NO! (Score:5, Interesting)
I was once asked to sign a new contract to replace my old one. This new contract contained very broadly worded IP ownership clauses that stated among other things:
I felt the first two demands were way to broadly worded. The first one seemed to extend to anything I coded in my spare time even if it didn't compete with my employer's products in any way shape or form. The second point was so broadly worded it forbad me to contribute to any Open Source projects at all even though the company it self was only to happy to use open source software. This is a brand of hypocrisy that really pisses me off. The last point was simply outrageous since seemed to clash with freedom of employment laws in my country, an EU Nation. At the time they presented me with the contract this hadn't been tested in court. I refused to sign the contact along with several other developers. Eventually the PHBs and their legal weasels came back with a revised contract. After much arguing and several revisions it stated something along the lines of the following:
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Answering sideways to your oth
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Look at the two clauses, and you can see the problem. If any ideas are "yours" the moment you quit, then the second you have a great idea you can simply quit.
Most non-competes extend past the end of employment precisely to ward off such an event. They're also used for non-technical types likes salespeople in order to prevent them from wandering off with their entire
Re:ask a lawyer (Score:5, Funny)
Re:ask a lawyer (Score:5, Interesting)
Some things must never be compromised.
Re:ask a lawyer (Score:5, Insightful)
I know of 3 people my last employer sued, but to be honest, they deserved to get sued. They went to work for highly visible competitors who had exactly the same type of product (and they were sales people, not developers). One even tried to take his client list with him. Bad idea.
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Re:ask a lawyer (Score:4, Informative)
Anyway. I must believe you don't work in USA then, because I've never seen an IT job without a non-compete requirement in the last 13 years of my career.
The only difference between this non-compete and non-competes I've signed is their claim of ownership on new products developed after termination, however I've seen non-competes laying claim on very general things from everything created after hours to things created on your personal desktop.
First, it's a bullshit scare tactic. Second, signing doesn't mean you're signing your freedoms away. Here, if a contract violates the law, it's unenforceable regardless of your signature. And third, you really have no choice but to sign if you plan to work in USA. I suppose you could find a very small IT company that doesn't push non-competes, but it'll be hard to find that. You won't be unemployed for a "couple of months", you'll be unemployed for YEARS with that sort of search criteria.
Re:ask a lawyer (Score:5, Interesting)
You must not write on the tubes much. Newsflash: if you go to a site that has 95%+ male readership and are surprised when people assume you're male when you have (at best) an ambiguous handle then... Well, I have nothing. You probably get surprised easily. Boo. Did that surprise you? I expect it did.
I work for nvidia. My employment contract said:
a) Any inventions I invent on my own time with my own equipment are mine.
b) Any inventions I invent on their time and/or with their equipment are theirs.
c) I can leave nvidia whenever I want (duh) and go work for whomever I want, on whatever project I want.
All they ask is that if I'm thinking about leaving, I let them know so they can see if they can make the reason I want to leave go away.
You can have my job when you pry it from my cold, dead fingers.
Re:ask a lawyer (Score:4, Funny)
But what about hermaphrodites ? After all, they aren't "he or she", but "he and she". You need to write "he and/or she". But even then you run the risk of offending the odd person who has been born without genitalia of any kind, or perhaps asexual aliens who may be reading Slashdot; so better use "he and/or she or it". But what if the aliens have three genders ? Two of them get referred to as persons - "he" and "she" - while the third is referred to as "it", likening it to an animal or object.
So, in the interest of political correctness, call everyone "it". It's the only way to guarantee equal verbal treatment of all possible gender combinations, altought it of course still horribly discriminates against nonentities, since "it" can only refer to an entity.
That, or simply ignore the people who take personal offense when someone doesn't know their gender and doesn't go out of his way to not have to guess.
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Maybe people should just realize that "he" is the gender-neutral pronoun in English! All you dipshits butchering the language in the name of "political-correctness" can kiss my ass!
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That's right. And people should realize that English never changes.
I always thought that "PC" stood for "plain courtesy". It seems to fit just fine everywhere I see someone ranting about "political correctness".
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I consider "he" gender-neutral as well, but it's still wrong (at least, in the US). According to the Oxford American Dictionary:
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"They" is the modern gender-neutral 3rd person singular pronoun in American English. You're thinking of the 'Universal He' which is a poetic device of referring to mankind as 'He'.
To be gender neutral you can't just assume they're male. And
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God, I hate that. It's she.
I am not going get into al the arguments about wether or not it was God's fault, or if he is able to fix it. At least not on slashdot.
But, even though I don't mind the fact that you are a girl (and I supposed this goes for 99.8% of the slashdot readers), if you really hate it that bad you can have that fixed [wikipedia.org] these days. Being a boy isn't as terrible as you may think it is, I for one have quite liked it so far.
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Re:ask a lawyer (Score:5, Informative)
In addition, certain states, such as California, have laws that say, as a matter of public policy, that if you do something on your own time with your own resources, you own it.
Also, since you didn't post the entire agreement, there's no way to know if there's anything else in it that might be bad, or worse than what's presented here.
However, without having both a license to practice law, or the entire text of the document in question, the above is prelude to the following non-legal advice: See a lawyer. It cost me about $300 when I needed to get a couple of different documents reviewed.
Re:ask a lawyer (Score:5, Insightful)
I have had glimpses of financial deals between large (Fortune 50, yes, five zero, not five hundred) financial institutions. One contract ran 30 pages. The definitions for it ran almost 100 pages.
The point is, talk to a lawyer. It is worth the $300-$500 it will cost.
My personal lawsuit experience with contracts (Score:4, Insightful)
Yeah, legal fees galore.
Look I recently dealt with a dickhead that screwed me out of ~$30k. And ~10 others out various amounts ranging from $10-$90k. We were all contractors. We all signed the same contracts. All of the contracts are mostly unenforceable.
But here is the deal, if your opponent is irrational and has lots of money
let me repeat that.
If your opponent is irrational and has lots of money
This guy was willing to play hundreds of thousands of dollars to make sure none of us collected a dime. He has a mental problem with admitting he is wrong. He would counter-sue for millions of dollars. Claims that were probably losers (you can never be 100% sure in litigation) but would have still cost $100k in attorney fees to defend. And it isn't just attorney fees it is your time. And in a profession where I bill by the hour, my time is my money.
The $90k guy and the $20k guy sued (separately) and all of us waited to see what happened. The suits settled for a waiver of claims and no money. Basically the $90k, and more so the $20k guy, decided it wasn't worth risking their house to win. Plus even if they won it would have cost more in attorney fees (especially for the $20k guy) then they would have won.
It is like in poker when you are forced to fold, despite your winning hand, because you don't have enough money to match the bet.
This dickhead had enough money to piss away a good deal of it on making everyone miserable.
If in the 6 year statute of limitations I win the lottery and can play on equal footing with him, I'll sue the bastard, but until then it isn't worth my trouble to be right.
But keep this in mind if one party is rational and the other isn't and has money to afford to be irrational, the irrational party wins.
If it is a big company they will either do (a) be rational, settle and walk away or (b) be irrational and fight forever because they have the money to do so.
It may backfire. (Score:5, Interesting)
Yup. It's doable. Just be polite and reasonable. (Score:3, Insightful)
If he confirms that this is unenforcible, propagate that to the company and see what they have to say. If it's a company with multiple offices, they may in fact be asking to sign a paper drafted for another country. In which case they may back off and come up with a revised version. I've been through this and it does in fact work.
If the lawyer says it's an OK as per local laws, ask company for a list of exemptions. Basically
Before you sign an agmt.: What is your idea worth? (Score:4, Interesting)
( obl: Ask a lawyer, not slashdot )
If you are involved in solving any problems creatively,
and have to do any SOP work for the company in question:
1. Get a stamp, ( DATE: NAME: WITNESS, in boxes )
2. Get a notebook, and STAMP EVERY PAGE.
3. Write down EVERY IDEA YOU HAVE HAD THAT RELATES TO THEIR WORK.
4. DOCUMENT EVERYTHING, AND WHEN YOU TALK TO THE LAWYER, have him initial all the pages. ( EVEN BLANK PAGES)
5. have a copy made, and send one to yourself, and one to the relative nearist you. Make sure you completely cover the entire package with clear tape.
Note: This is from the 'how to protect intellilectial property' book by Nolo press.
Then when something comes up at your work, that you already have invented. You mearly state that its prior art, but you own the idea.
I worked for a company that did the same thing. I had an agreement in place for non-competition. They asked for 7 years, I told them that they had aready agreed to others for 5, and a few instances where they were starting to get the swing of things 2 years. I told them I would sign for 1 year. I had heard that a lot of discussion went on behind the scenes, and after three days, they accepted the 1 year limit. They asked about 'Prior art' and I gave them the business card of the lawyer.
When the eventual day came up that I had to tell them there was prior art, they screamed and yelled at me for about 1/2 hour, and had a vice-president come and give me the soft talk. I asked for 10,000 stock options. The Chairman of the board came and talked to me. I asked him for 10,000 stock options. He said no. I then told him 'Why is the founding and running of this company predicated on not paying people what they are worth?' "Ahh Eee Ohh? Can I get back to you on that?" And I told everyone at the monday morning meeting about it. Monday afternoon, the first person who had asked me for the agreement, said 'One year is acceptable, and we are granting you 7,500 stock options for use of these three ideas.' I ran into the VP years later. He thold me that they had a boardmeeting about this, and someone said, "Were screwed, if we dont do this, we will esaily loose most of the loyah staff. And if we do this, we are actually rewarding the best of the best. Its going to cost us a lot of money, but how much money are we going to make on this? Actually on all of it?"
( That is what happened Monday when they heard about the morning meeting! )
Later on, two of the ideas turned out to be total duds, and were actually based upon other prior work. The one idea that paid off, got me $25,000 in cash, $2,500 for the patent application, and paid for the lawyer ten times over. I PATENT MY IDEAS NOW! THe patent hangs on the wall beside my degrees. Not worth much now, but it was fun.
Another Patent I have seen hang on a wall is the Gene Amplification Patent owned by a guy at Chiron. He said "Its worth about 4.3 billion dollars over the life of the patent" He of course is a multi-multi-millionaire. Drives a toyota station wagon.
You just have to judge... What is your idea really worth?
( HA! The Capatia is 'fr**tf*l' Best fortune cookie this month!
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You know... it's a curious thing we citizens of supposedly 'free nations' are expected to happily yield increasingly large amounts of our freedom...
That only applies if it's a contract between you and the government. The corporation is also free to hire (or not) who they choose to, under whatever conditions they choose to (as permitted by applicable laws, of course). You, in turn, are free not to accept their terms. See, saying things about a "free nation" implies that we're free with respect to the government. It implies nothing about our freedoms with respect to fellow citizens, and businesses run by them.
What's the legality of contracts, exactly? (Score:2, Insightful)
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Re:What's the legality of contracts, exactly? (Score:5, Interesting)
Re:What's the legality of contracts, exactly? (Score:4, Informative)
Re:What's the legality of contracts, exactly? (Score:4, Informative)
Take it home. (Score:5, Insightful)
Cross out the parts you think are ridiculous.
Sign it.
Return it.
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Putting one over on "them" can be fun, but how can anyone trust you on other matters if you pull this sort of stunt?
Re:Take it home. (Score:5, Insightful)
Sign it.
Last I knew all that achieved was voiding the entire contract unless they initialed all the parts you crossed out. And I assume the old one would still be binding in that case.
Re:Take it home. (Score:5, Insightful)
Mission accomplished.
Close (Score:3, Informative)
For example Paragraph B says the invention must be related to their company, its goals, etc. If you work in IT and devise a solar collector, it's yours.
If you can't live with these kinds of binds at all, you may be unemployable.
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Well, we all know what happens to malfunctioning drones
I worked a full-time job as a game developer (this was some twenty years ago) and they had a particularly nasty employment contract (among other things, that after quitting I was enjoined from working as a game developer for a period of five years, they owned any game-re
Probably should sign it. (Score:3, Interesting)
That way, they can never say you don't have a contract, aren't a full-time employee, you're just another cog in the system -- just in case there's some reason to be.
But, when you leave, you'll have it on record that you signed a different contract, which, I imagine, is a lot more convincing than if there was no record at all.
Unless they are giving you something (Score:2)
Most companies employ large docs like that with sweeping legal obligations that would never actually be held up in court. If you actually have an invention in mind, talk to a real lawyer. otherwise just ignore it since it is meaningless (get the raise or extended vacation for signing it though)
What do you get in return? (Score:4, Insightful)
Ask if you'll be fired if you don't sign it. That'd be interesting, too. Contracts made under duress are also not binding.
I would say that I'm not a lawyer, but I'm not a fucking lawyer and so I don't have to put stupid legalese into my posts!
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Re:What do you get in return? (Score:5, Insightful)
Time for a tough decision (Score:2)
Any company that would try to get these kinds of agreements from you is only interested in you in a predatory way. Either you are OK with taking it up the backside, or you need to bail. This kind of action can only really serve to generate ill-will between the company and its staff, and will cost the company far more than it would ever "save" by doing this.
Again, I'd bail - sounds like your company is beginning to eat its own young, and that spells for
Not Enforceable in California (for the most part) (Score:5, Informative)
"Except as provided in this chapter, every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void."
The rest of the relevant chapter addresses mainly those instances where one sells an interest in a business. In those cases noncompetes are enforceable.
California courts routinely void noncompetes under B&P 16600.
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If you don't like it, don't sign it (as is, anyway (Score:2)
I wouldn't sign a contract like that...
Something like this has come up before (Score:2)
So, regardless of the contract, federal law is on their side. As for the six months thing
Things to try (Score:3, Insightful)
You could modify the agreement by striking out the "or within six months thereafter" clauses and sign it. There's a chance that it'll be sent only to a paper-stamper who is responsible for checking signatures off a list, and he might not see your modification. Of course it's more likely your boss is on the hook for collecting signatures, and he'll note your changes. You could try convincing him that the agreement is unfair, and that your changes are just.
You could try ignoring it. See if they follow through on their threats.
You could talk to your coworkers and organize yourselves to collectively say "we're not signing this." If an entire group said "no" you'd scare the crap out of management. Of course you'd likely all be labeled "troublemakers" or "union organizers" and be lined up for rapid replacement.
Or you could shut up and sign it. Unless you've got another job in your back pocket, the market's kind of thin these days.
Depends where you live (Score:5, Insightful)
Haha (Score:2)
Seriously, I had seen contracts that prohibits you to be employed with a competitor within 6 months after the termination of your contract but this one is BS. This could/would conflict with your current employer's contract. I don't think the last one is really enforceable, IMHO.
If you won't get into trouble if you don't sign it, then don't. Otherwise as others pointed out, ask a lawyer....
So Change It. (Score:2)
Just say no. (Score:2, Insightful)
The idea that this kind of control over IP can extend beyond the scope of employment is, unfortunately, fairly typical. I think it's worth trying to fight. I haven't heard about trying to extend beyond the duration of employment, too -- that's just absurd.
Maybe it's possible to ask for increased compensation -- say an extra six months -- in exchange? If they really think that the intellectual property you'll
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Second verse same as the first. (Score:2)
Consult a lawyer.
Find a new job.
or something to the effect of...
Cross out or amend the items in question. Initial the changes, then sign the document. If they don't like it see 1 and/or 2.
Sign it if they pay up. (Score:3, Insightful)
Since you didn't agree to this new contract when you were hired, you should have your pay adjusted accordingly.
Better Idea (Score:2)
It depends on the terms on which employment ends. (Score:2)
I would say that those terms are entirely reasonable if the employee volunteers to leave the company without being requested to resign or coerced into quitting.
Those terms are entirely UNreasonable if they apply even if the employer lays off the employee or otherwise does not leave the reason for leaving as the responsibility of the employee
I'd make that clear with your employer if I were you.
They want to renegotiate your employment contract? (Score:2)
It's a personal question. For me, they mean everything and I don't work in the industry for this reason.
Regardless, they are asking you to renegotiate the terms of your employment.
You should work out how much invention rights are worth to you. Then sign a new contract for an amount greater than that. If your a half decent negotiator this should be no problem.
That clause applying 6 months after employment termination is in my opinion unreasonable. I wouldn't even conside
Ignore it? (Score:2)
So... (Score:2)
For that matter, partial copyright for any contributions to open source projects? Company's, which could really hurt anything you work on.
This taints you in a way that would make you useless for any innovative work done within that six week period, even for another company, because under your contract, it's the de facto property of your former employer.
This smacks of the wording of a recording contract. All future songs belong to the company, even before they're co
I got one and didn't sign it. (Score:5, Interesting)
I told them, "I already have a contract and I'm happy with it. There are termination measures in the contract, but I don't think any of the issues apply (gross incompetance, etc)."
Legal freaked out. They told me I must sign the new contract or else my employment would end. I said, "The contract I am working under has no expiration date and I don't see any provisions for updating it. As I said, I'm happy with this contract, so unless you offer me large concessions I don't really feel it's in my best interest to sign another one".
Legal freaked out again. They said, "Everyone has signed this contract. You are the last person. You must sign it."
I asked, "Are you saying that you will fire me if I don't sign this contract?"
"Well, no."
"Good because I like the old contract better."
End of story. Never heard from them again.
Re:I got one and didn't sign it. (Score:5, Insightful)
I had the same thing happen to me a few years back. I had an NDA/non-compete dropped on my desk by the HR manager and I looked at it and handed it back to her and said no. She said I had to sign it, required, firings, I looked back and said Okay and put it in my trash.
A few hours later my boss came over and asked why I didn't sign it. I explained my issues and after three rounds with legal, they came back with a very narrow agreement that I was willing to sign.
Later on, I was talking with some other employees and happened to mention what happened and they were all shocked.
Re:I got one and didn't sign it. (Score:5, Funny)
The amazing part is sitting there the Monday morning after the meeting listening to HR read me the termination letter. They've brought in the previous HR lady AND the company lawyer (which they don't routinely do) because they're scared of me. Mysterious powers of network admins, I guess. Then after reading me a specially written termination letter (this is a company with a 100%+ yearly turnover rate, so their typical letter is a form to save time) the HR lady has the following to say:
"Typically, when we hire an employee, they sign a confidentiality agreement."
"OK."
"You don't have one in your employee file."
I begin to smell where this is going, but due to sheer disbelief, I play dumb, "OK. Are we done?"
"Could you please sign this one now?"
Yep. They actually asked it. WHILE they were firing me. I didn't know which impressed me more... the amount of nerve it took them to tell her to ask me that, or the stupidity it would require to believe in a million years somebody might comply. "Uh, no?" I responded.
Now at this point, the lady seems visibly shaken. The big wigs watching her are obviously not pleased that she couldn't work a miracle. "Is there uh... is there a particular reason why you don't uh... don't want to?"
A million things run through my mind. Illegal things they've done, mostly. But I decide it's best not to let them know what I know and respond, "Beside the fact that you're asking me for a favor as you fire me? I just don't feel like signing anything right now."
Still makes me laugh. I've never worked at a more neurotic, incompetent, worthless company in my entire life. Had a previous employer before the last one that tried to float a non-compete to all the employees after we were working there. We got together and all said "Nah, we don't like the terms. We're not signing." and they never asked again.
But asking someone while you're firing them to sign a confidentiality agreement? Amazing.
You can't force a free mind (Score:5, Insightful)
First of all, the law is not nearly as clear-cut as geeky programmer types think it is. As a rule, the law is roughly speaking some mash-up of what the legislature wrote, what the judge thinks ought to be so, and what a jury of random folks majoring in theater and journalism at the local community college think it ought to be. Hence a good lawyer is probably not going to be able to give you an precise and definitive answer on all your what-if scenarios. Instead, he'll probably agree with you on general grounds that the contract is evil, vicious, and you are a noble person dreadfully wronged blah blah (this is just advertising, an appeal to your vanity, so you won't forget him when you someday need a lawyer). If you press him on specifics, the most he's likely to do is tell you roughly how he would argue the case against the contract if he needed to, but he's unlikely to guarantee it will work.
Secondly, aside from satisfying your injured pride, what would be the result of asking a lawyer and setting yourself back $500 or so? Suppose the lawyer agrees it's a smelly contract, and a court might rule this or that aspect unenforceable, if push came to shove? What are you going to do with this information? Go to your boss and say Ha! All your base are belong us! and he's just going to say Curses! Foiled again! and tear up the NDA, maybe give you a raise for showing initiative and helpfully pointing out the folly of the company's ways? I mean, as opposed to marking you down as a pain in the ass who needs to be shitcanned at the first opportunity, like maybe right now? Your feelings would probably be more effectively soothed if you spent that $500 buying pretty girls drinks in a club.
Finally, if you just have enough mental discipline to keep your mouth shut when you need to, this doesn't matter anyway. Suppose you do have some kick-ass wonderful idea while you're working for this bunch, and you decide you want to take it elsewhere. All you need to do is not keep notes on your idea in your office (duh), not work on it using company computers and networks (duh), not talk boastfully about it around the water cooler -- this is the hard part -- and just generally keep your thoughts to yourself as long as you work there and for six months afterward. When your killer idea takes the world by storm it's going to be up to your former employers to prove in court that you had the idea eight months earlier, when you still worked for them. But without the evidence you've carefully avoided providing, they're screwed. They can't read your mind.
As for the ethics involved: anyone who gives you a contract like that to sign has made their lack of morals completely clear. You owe them no consideration in return whatsoever. Indeed, if you used them to pay your rent while secretly working out your brilliant idea at home, they'd have only gotten what they deserve.
Go Ahead and Invent Anyway (Score:4, Funny)
If it's software, make sure it uses GPL code (Score:4, Insightful)
Hewlett Packard made me do this (Score:3, Interesting)
I got my revenge by publishing the best things I invented in my two months at HP in a science fiction story.
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I say sign it, it's not like something ground-breaking is going to hit you a month after you quit and that you have it perfected within the next couple. It's to keep you from gett
Re:Sure (Score:5, Interesting)
Never give up an idea unless you will own a percentage, otherwise keep them to yourself and try to implement them at home in secret, and then launch your website/product/business the minute your non-compete expires.
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Make
Re: (Score:3, Insightful)
Ok I agree with you but these companies should have a royalty program in place for its inventors. Otherwise there is simply no incentive to disclose inventions to the employer. I think IBM has a program like that. Any company that doesn't though is just ripping off its employees. If this guy's contract has a royalty provision then it might not be that bad really cause the company would pay for the patent process and if they do end up making
Re: (Score:3, Interesting)
Re: (Score:3, Insightful)
It says "invention" not "patent." Thus, it would apply to any patents granted later on said inventions even if it took 3 years to get that patent on the invention that you conceived within those 6 months.
Re: (Score:3, Interesting)
In your situation requiring employees not to make use of your proprietary information if they leave would suffice to protect your legitimate interests. What possible justification could you have for laying claim to ideas that they have in areas unrelated to your business? The agreement presented to the poster is outrageously broad. I hope that yours isn't.