Ask Hackaday: How Should Hackers Handle IP Agreements?

My buddy Harold recently landed a new job at a great technology company. It came at a perfect time for him, having just been laid off from the corporate behemoth where he’d toiled away as an anonymous cog for 19 years. But the day before he was to start, the new company’s HR folks sent him some last-minute documents to sign. One was a broad and vaguely worded non-compete agreement which essentially said he was barred from working in any related industry for a year after leaving the company.

Harold was tempted not to sign, but eventually relented because one needs to put food on the table. Thankfully he’s now thriving at the new company, but his experience got me thinking about all the complications hackers face with the day jobs that so many of us need to maintain. Non-competes and non-disclosures are bad enough, but there’s one agreement that can really foul things up for a hacker: the Intellectual Property Agreement.

If you work for a company that’s any bigger than a few employees, chances are pretty good that you’ve signed some sort of Intellectual Property Agreement (IPA) as a condition of employment. Such was the case for reader John D., who tipped us off to an overly broad IPA he was asked to sign before starting a temporary assignment at a tech firm. The IPA stipulated that any intellectual property he comes up with during his employment must be turned over to the company. That’s pretty standard; you don’t want your employees patenting the software you’re paying them to write, only to have them license it back to you for a fee.

But where John’s IPA seemed to go over the line was in disclosure. It required him to disclose every method, process, invention, idea or thought he had while working for the company, even if he didn’t think it was protectable or assignable. And the fact that it was dreamed up after hours made no difference — if he creates it, it has to be disclosed.

Let’s Not Get Too Creative

Now, as evil and as likely unenforceable as such agreements are, we can see where the company — or more accurately, the lawyers paid to protect the company — are coming from. As this longish but excellent article points out, were a company not to require you to disclose your every creative act, any blog post or Tweet or even a novel that you wrote on your own time could become a lightning rod to attract litigation. Like Willie Sutton quipping that he robbed banks because, “That’s where the money is,” lawyers will ignore your likely empty wallet in favor of a big payday from an evil corporation. They could argue that as your employer, EvilCo should have known that your egregious and reckless extracurricular activities could potentially offend someone, and could have prevented the mental anguish suffered by the poor client if they merely had exerted some control over their employees.

These overly broad IPAs seem to be a way for companies to exert that control without overtly saying that you can’t do anything creative that’s not for the company’s benefit. These agreements, when read and understood by the new hire, have the effect of dampening after-hours creativity. From the lawyer’s point of view, it’s the perfect endpoint — the company gets the new hire, the new employee is constrained from doing anything that might make waves, and the company is protected.

But is it really good for the company? As John D. points out, he got his current gig in part based on experience that he gained thanks to his extra-curricular hacking activities. Indeed, it’s pretty common these days for tech firm hiring managers to expect to see exactly what kind of projects you’re working on in your spare time as an implicit statement that you’re living the hacking lifestyle. But IPAs that lay claim to your every thought and idea curtail the very activities that made you an attractive candidate in the first place. If you don’t feel free to explore your creative urges because someone else has a prior claim on any potential profit from them, are you really bringing value to a company that likely lives and dies by the very ideas they are asking you in no uncertain terms to suppress?

IANAL, But I Know One

If you’re looking for an answer on whether to sign an agreement that lays claim to your every Arduino project, code snippet, Hackaday comment or vivid dream, I’m afraid I don’t have one. I am not a lawyer, but in my buddy Harold’s case, he actually turned to one, who advised him basically that it’s a case of “their game, their rules.” I said the same thing and it didn’t cost him an hour of billable time, but it was money well spent as the lawyer told him it only covered voluntary separations and termination for cause. But whatever the terms, the company has you over a barrel when you need a job. Sign the papers or move on.

That said, if you are prepared to sign but still feel uncomfortable about it, ask. Nothing bad should come from talking to your contacts at the company about what you’re signing (and if it does, that’s a huge red flag). Sure, it’s unlikely that they can substantively alter the paperwork that all new hires are asked to sign. But you may learn a lot about your soon-to-be colleagues by the way they approach the conversation. You can’t expect anything to change if no one ever brings it up.

Now it’s your turn: have you run into these kinds of aggressive IPAs before? Is your day job trying to lay claim to your creativity with any kind of overreaching conditions to employment? Have you consulted with a lawyer before meekly signing? Or did you try to protect yourself somehow by modifying the agreement prior to signing? And most importantly, how do you feel about the chilling effect these IPAs are likely to have on your hacking pursuits and other extracurricular creative endeavors? Sound off in the comments below.

82 thoughts on “Ask Hackaday: How Should Hackers Handle IP Agreements?

  1. Back in 1997 I added a clause to my contract specifically allowing me to contribute to open source projects outside of work, as long as they were not in the (digital TV) field I was working in. I ended up helping explain the reasoning behind open source to the IP lawyers.

  2. How do you handle an IP agreement? Simple: don’t sign jack squat, and walk away. Tell the other party to find another pigeon. You don’t need them — they need YOU, so either they come up with better employment terms, or you find a better place to work. It ain’t gonna get better by any other means.

    1. Yes, you do need them – you want a job, right? And you’re replaceable; they can find another good engineer. If you can find a company that will employ you without making you sign an IP agreement, that’s great. But they’re hard to find.

      1. Are you replaceable? Fuck that, honestly, if companies don’t appreciate me I won’t work for em. And if they wanna shove some ridiculous terms down my throat fuck em harder.
        I rather spend a month chewing on a wooden stick then bending over to those kind of practices, and with the skillset that is common in hackers you are /not/ as easily replaceable.

        Luckily terms like that are mostly unenforceable in my country.

        1. Being replaceable doesn’t mean they don’t appreciate you. It means that if you leave them, they’re not going to go out of business.

          There’s a balance between employee and employer. You, clearly, are ready to walk away from an employer if they don’t value you enough. By the same token, the employer is willing to walk away from you if you don’t value them enough. Don’t be mad at them for that; you’re not entitled to more loyalty than you’re willing to give.

          1. In this case, that’s a false equivalence. I’m not asking the same things as my employer. What I want, is fair pay for fair work; and to not screw me over if I get old or sick. What the company is asking is to own my soul and everything that comes out of it.

            This would be like me asking that I get a free licence to do anything the company is doing, regardless of what it has to do with my job.

            What an employer SHOULD be asking is to own things that I do for my job during my work hours, on my work computer. Things I do on my own computer, outside of my work hours for my own interest are mine; with the caveat that I should be required not to compete with the company while I am employed by them.

            That’s a reasonable request to show I value them.

      2. Or we could just not sign those kinds of contracts. Imagine this world; You want employees right? If you can find one that will sign an IP clause, that’s great. But they’re hard to find.

        I would posit that in today’s climate of companies treating employees like replaceable resources, it is extremely damaging to your career to sign non-competes. They hire and fire without a second thought and you’re stuck not being able to work in your area of expertise for a third of your career?

        1. You can decide not to sign those contracts and look for a company that will still hire you. I commend you. I’m just saying it will be more challenging to find a job.

          Don’t get me wrong – I’m not saying I like these contracts. I’m just pointing out that they exist and if you refuse to sign, it’s one more challenge you’ll face.

    2. Regardless of what parents tell their kids, we are not special little flowers. With the massive amount of people alive today to think that suitable replacement cannot be found is naive. That is like saying that there is no other planet in the entire universe that can support life.

      1. Jury’s still out on that one, though it’s clearly extremely unlikely.

        Problem is, unless the other planet developed interstellar travel thousands/millions/etc of years ago, we’ll never get an answer.

      2. It’s not about special little flowers… I don’t like but still prefer (part time) manual labor in a factory over signing such a document. Now who’s the special little flower that needs the prestigious job?

    3. In this thread we see the difference in mindsets between leaders and followers. Followers think that they are not as deserving as their “superiors.” Leaders think that they are the “superiors,” or are at least as valuable as the “superiors.”

      Whichever you choose is ok. We need both leaders and followers in life. Just ask yourself if you can live with yourself after making a certain choice. If you can, go for it. If you can’t, don’t do it. Both sides speak truth as they see it, and for their position, it is probably true. If you’re not planning on being creative outside of work, this type of discussion will mean very little to you.

      1. I really like your reply, but you left out the part about flowers. Let me take a shot at it. It is ok if you are part of the hive mind working for the queen bee. How else will the flowers get pollinated? It takes both worker bees *and* flowers to produce fruit. Oh never mind… that just sounds kinda gay. If you want to work for the queen bee, then by all means, go for it. Some of us know our worth. We need the worker bees. Some of us prefer hanging out at the main branches producing the final product. No shame in either type of job. Decide what you want in life and go for it. Just remember the trunk and queen ain’t gonna survive without the rest of us.

  3. Steve Wozniak famously offered HP his design for the Apple. They turned it down and allowed him to have the rights. I don’t know if this pre-dates these IP agreements, but it shows that unless you’re working at home on the same thing your employer does, it might not be an issue. (Woz lucked out that HP allowed him to keep the design; they could’ve argued that it’s too closely related to their own business.)

          1. It was not worded correctly. What I mean to say Is that due to the fact that judges in the NYC area uphold IPAs/NDAs less innovation can occur. Employees cant get away with making spin-offs nor creating competitive businesses after leaving employment.

  4. I ran into this situation back in ’83 – and walked away – they would have been able to lay claim to anything I thought of since signing the agreement, even till now.

  5. Interesting that this article comes up the week after I had this issue at my company as well. I was in the same situation with a ridiculous broad IP agreement(almost the same as detailed here in this HAD post) as well as a stupid long noncompete (18months from basically the whole gun industry ). They were asking me to sign it now after 18 months of working there and with no severance package, no bonus plan for IP generation and no structure for compensation adjustment if one of my ideas takes off.

    I told them to stuff it and explained that it was rude of them to issue me such an agreement and claim to want to keep me happy.

    After a week of arguing about it and them trying to explain their position I ended up asking them if they would sign a similar agreement and to think about how this affects my future since they are at will employment. They understood I was ready to walk away and ended up conceding to the point where we are not “good” but I didn’t walk yet. So if you find yourself in a tough position with this IP stuff, hold your ground as much as you can. Nothing is worth having someone control your ideas. Also, occasionally legal counsel PRE employment can be helpful if you’re creative like the HAD community

    1. Indeed. People nowadays tend to forget they have a backbone and agency in NEGOTIATING the terms of their employment. A contract flows both ways. IMO, if a company refuses to negotiate and won’t budge on the concerns of a prospective employee in this regard, I wouldn’t want to work there anyway – judging by that ethic – they walk over you in hiring, they’ll walk over you every day.

  6. Sorry bob, you are wrong. Giving up your privacy for security gets you neither…. By signing one of those agreements you are giving up your personal control of what you do in the time you are not working for the company. The corporations are already the ones with power, being able to afford all sorts of lawyers that you cant.

    Things like this stifle innovation, and unless the IP agreement is very specific, DO NOT SIGN THEM! That goes the same for non compete agreements, which have been found (atleast in canada) to be non enforceable due to the over broad wording of these agreements.

    On top of that, these things are negotiable, just like salary. I have asked for re writes on many IP agreements and 9/10 it has not been a problem for the lawyers to draft up something more specific that directly relates to the business and its projects/markets. This works for non compete agreements too as the degree of specialization in todays workforce pretty much means that alot of people will not be working if they ever followed those agreements.

    In the end all of these agreements are a psychological game for the corporations to gain control over their workers. I would like someone to show me examples of when IP agreements have ever benefited the employee. This control that the employers gain from their employees is what stifles innovation and generally has caused the shit storm hell that we are currently living in.

    Non Competes are bad because it forces people like aeronautical engineers to find jobs that aren’t aeronautical engineer jobs, or just not look for another job thus allowing the employer to treat them like shit
    IP agreements are bad because people wont innovate or “hack” in their spare time, lest they do all that work for their employer to rip them off.
    Do not sign either unless they are incredibly specific.

    1. “Sorry bob, you are wrong”: Actually, Mike, I agree with everything you said. But the fact that these IP agreements suck doesn’t mean that you can get away without signing them. If you want to avoid them, your job search is going to be longer and more difficult than if you’re willing to sign. And if you do end up signing, you’ll find in most cases that it’s much ado about nothing. These agreements are meant to cover to the employer’s derriere. If you’re making VR headsets at work, the company doesn’t want you making a competing VR headset at home. But it you want to make robots, they really don’t care.

      Non-compete agreements are a different, and more serious problem.

      1. My previous employer had a non-compete agreement, but it appeared they’d had a lawyer go over it and make sure it was actually enforceable. So it simply specified that I wouldn’t work for a competing company or discuss founding a competing company while I worked there. Fair enough.

        Non-compete agreements have gotten rather out of hand even though I’m not sure they are enforceable in my state at all. There was a story going around about how a SANDWICH SHOP was making employees sign a non-compete clause. It was unclear why they thought this was worth the bad publicity.

        I didn’t have an official IP agreement there or at my current job. But if I did run into one, I’d negotiate for something reasonable.

      2. Whether or not the employer seems to care does not matter. The reality is you signed it and now you can either follow it or risk some penalty at some arbitrary point in the future when it hurts you most.

  7. Definitely ask. I came across one of these at a company about ten years ago. When I queried it, their HR people just said, “Oh, yeah, that’s a bit much, isn’t it? Just cross it out, write in something you think is reasonable and sign it.”

  8. One thing that I think is interesting. I joined a “very big company” once that had an agreement like this. They also had more relaxed agreements for states where that agreement was illegal. I asked HR for a couple of concessions, including that I wanted the more permissive agreement they used in a different state. They refused to budge on any of them, but I finally took the job anyway. I was there for 10 years and 8 of them were pretty good.

    But here’s what’s interesting. At that company I was well known as a good negotiator. And I had more than one case where someone in power would tell me something like, “I wish we had more people who could negotiate with the vendors like you do.” And I thought, “Hello? Maybe the fact that HR will not budge on anything explains that. Most people who can negotiate will just walk away when you dig in on your first offer.” I had my own non-financial reasons for taking the job, and I guess some negotiators get a great first offer and slip through, but–in general–they actively discourage negotiators.

    Also, once you are there, negotiation internally is highly frowned upon. I often said, “You can’t buy a guard dog and then be mad when he barks in the house.” The very skill that company valued when dealing with customers and vendors, they hated when I applied it to them. But you can’t expect someone to be this powerful negotiator with everyone but you and then lay down like a lamb when you want them to accept whatever you are pushing on them. That is the main reason I left that job. There was nothing simple enough for them to negotiate on. My way or the highway so I took the highway and have not been sorry. I can recall at least one publisher who did the same thing… insisted they didn’t negotiate on their “standard” contract, so I took a walk.

    I’m extra rambly this morning, but my point is understanding how a company is willing to negotiate is often an interesting indicator of how it is going to be to work there. What’s more is, just as this company stifled negotiators, I wonder if these IP agreements don’t scare off the most creative people?

  9. Depending on your jurisdiction, non-competes aren’t valid, certainly if the company fires you rather than you resigning. It comes under the category of restraint of trade.
    IP generated by yourself outside of company time, and without using company equipment, are IMHO, non of their damned business. That which is generated on company time certainly is.

    1. One company had an IP agreement but it allowed you to list projects you had or were working on, so I gave them a long list of every viable idea I had. It got dutifully filed with the paperwork.

      1. I did that as well. In fact, I included a bunch of compelling names to assign to things so that if I ever thought anything up that I wanted to protect, I could just pick one of those names and say I had thought of it before employment.

        1. And there lies the argument with this whole IP crap… the date. What if you just set the date back on your PC to before you started work at “the company”, or “mis-wrote” the date on your handwritten notes?

  10. A company I worked for handed me an IP document that was so full of generalities, they could (almost) claim any subscriptions to industry trade journals i had, or stock I held in a competitor. After reading it over, I said I’d have my lawyer take a look and I’d do what he suggested.

    They told me not to worry about signing it. I stayed on another five years and left on my own terms.

  11. Oh I have signed plenty, and still published a lot of code under GPL. See, I don’t care who is legal owner – as long it’s GPL, everyone has the same rights.
    Including me.
    But, truth be told, most of companies I worked for didn’t care of my out-of-work stuff. I did offer them all the code and things I made – company first, as agreed in the first place – but that turned out as was the case with Wozniak:
    they just don’t care.

  12. My current employer had me sign such an agreement but the wording is important. I’ve seen two flavors of this, the first is the ‘disclose everything and we own it’ flavor and the second is the ‘right of first refusal’ flavor which effectively gives your employer first crack at commercialization of any work related idea. The goal is to keep employees from moonlighting not to suppress people’s hobby projects off the clock (and I do have co-workers who have done things like written novels anand designed widgets to make lives easier for others, even manufacturing and selling their widgets).
    Sort of like click-wrap EULAs a lot of the more onerous provisions are of unclear enforceability and employers are not keen to test them in court and potentially lose the ability to slip that language in there. Definitely talk to current employees to see what the atmosphere surrounding the IP agreement is among employees, if their current workers live in fear of the internal IP police mining hobby projects for patentable tidbits and playing mother-may-I with blog posts, consider giving it a pass and looking for a different gig. If it is relaxed and is treated as a gentleman’s agreement to prevent moonlighting and leaking if side-product IP to potential competitors rather than a strict regime then it seems like from a practical standpoint it’s manageable. In 5 years and change I have not seen my employer come down on any employees relating to this, but maybe I just work for a very lax outfit, I couldn’t say.

  13. IBM was famous for being the worst at this, going as far as preventing employees from fixing computers for non-profits because that was seen as competition. One of my engineering co-workers hauled trash to make extra money because it was one of the few side businesses that wasn’t seen to compete.

  14. A little late to the party, but I have a counter to the “Don’t Sign, Walk Away” crowd.
    Don’t sign.
    I’ve now had two jobs with IPA’s (one with an IPA/Non-compete). They were not fair given the compensation/restriction, so I simply did not sign them. In the first case, I told the HR rep that I was going to examine them before signing. In the second, I simply never even acknowledged the existence. In neither case did it come back up.

  15. I don’t think any of terms obligates Harold to give code or ideas he created at his free time. He has to disclose ideas he had while working for company, that’s 8-16h, working days (may vary from company to company). Things and ideas he creates after work, before work and during weekends are his personal property, he’s not working for company at that time.

    1. To be clear, Harold had the broad non-compete clause that prevented him from working in the same industry for a year. It was John who was asked to sign the IPA, which laid claim to any and every thought and idea he had, morning, noon, and night, on the clock or not. Whether it’s enforceable or not, he signed away the rights to his own IP by signing the IPA.

  16. Very glad to see an article like this.
    About 10 years ago I was fired after ‘complications’ resulting from a dispute over an IP agreement. When I started the job 5 years earlier, they didn’t even ask you to sign it before you started working, you signed it 2-3 weeks later. And I was a very low level person then and I really needed a job.

    Its NOT ok to expect people stand up to these types of agreements. Sure, if you are walking away from a job when you don’t need one, or don’t need the money that’s one thing. But asking someone to not make rent this month because something might come up years later (and it only might be enforced) isn’t realistic. I made only a couple dollars above min. wage and really needed a job. Even expecting the agreements to be negotiable isn’t going to happen to anyone in a near entry level position.

    Short story was I wrote some very small code on my off hours, that when the company found out about demanded I give them AND support, even though I was an hourly employee. When I read the contract, it was so broad I could have written a cook book on vacation and it would have been theirs.
    And legal or not, strong arming someone who is young / youngish and without any money to hire a lawyer (even if I wanted to fight it the thing I created was not really worth anything).

    I strongly disagree with companies being able to ask you to sign away basically your rights especially in such a broad fashion. Half the time I doubt these types of agreements would really stand up in court, which only makes it worse and much harder on the little guy. I just don’t think it should be legal except maybe outside of extremely technical / sensitive work.
    Also, walking away from the job doesn’t mean anything if all jobs are asking you to sign the same thing. And in my experience, the HR and contract agreements aren’t done until everything else happens.
    I won’t claim to know the problem from all sides – but I’ve never let go the idea that it shouldn’t be legal to own someone’s personal work done on personal time like that.

  17. I’d just like to interject for a moment. What you’re referring to as Linux, is in fact, GNU/Linux, or as I’ve recently taken to calling it, GNU plus Linux. Linux is not an operating system unto itself, but rather another free component of a fully functioning GNU system made useful by the GNU corelibs, shell utilities and vital system components comprising a full OS as defined by POSIX.

    Many computer users run a modified version of the GNU system every day, without realizing it. Through a peculiar turn of events, the version of GNU which is widely used today is often called “Linux”, and many of its users are not aware that it is basically the GNU system, developed by the GNU Project.

    There really is a Linux, and these people are using it, but it is just a part of the system they use. Linux is the kernel: the program in the system that allocates the machine’s resources to the other programs that you run. The kernel is an essential part of an operating system, but useless by itself; it can only function in the context of a complete operating system. Linux is normally used in combination with the GNU operating system: the whole system is basically GNU with Linux added, or GNU/Linux. All the so-called “Linux” distributions are really distributions of GNU/Linux.

  18. I ignore them completely. If the company tried to grab my ideas, I simply release them under a pseudonym that is not linked to me in any way.

    Screw the employer, It’s my time at home and they dont get my ideas.

  19. +1 timgray1 I’ll sign whatever, but good luck finding my personal code. This NDA/ IPA behavior is directly related to the RIAA / MPAA overreach on copyrights and IP. You say it’s for the artists (or employees) but it’s really for the top 1%. And they can GF themselves.

  20. I’ve seen a few nasty ones. I had a co-worker leave to go to a place that did hydraulic controls. One his first day they wanted him to sign a non-compete where he could not work in electronics for 5 years after he left. That would never hold up in court in this state unless you were a company officer and probably not for that long. He walked because he didn’t want the hassle. At another large company I worked briefly fat, an hourly assembler got into trouble because she published her recipe for beer battered fish in a church cook book without prior approval.

    I always request to see all documents I will need to sign before accepting an offer. So far I have been lucky and as long as it was not related to the business I am OK to do other stuff. If I ever get into a bind I plan to put a five page addendum with “my IP” created before employment. It will contain every hare brained idea I ever had. I figure they would not want to spend the money for an attorney to go through it all.

  21. the only time I think agreements like this should be valid is when someone decides to use knowledge gained from their employment to create a product or service which would rival said company. Anything else is ludicrous I would never sign my creativity away to some faceless corporation who would just exploit my work for their own gain. It’s a two way street should we be going to our jobs and demand they sign contracts that say if you think of a better way to do something over the weekend you should be paid for those hours? I don’t like “catch all” contracts and anyone who signs one is either desperate (not their fault they have bills) or stupid.

  22. We (Czech Republic) are protected by the low against these agreements. If you sign it, the company has to pay you for keeping your side of the deal. If they don’t offer you the money, you don’t need need to keep one side deal. At least I have read about it.

  23. In order to get a bonus for a creating a patent, I was presented with a document saying I agreed to make all efforts to help get the patent, even after leaving employment. Not a chance.

    The document was a PDF document, so I hacked the source to include the magic word “reasonable”, and signed that document. They accepted it, probably without noticing. However, a subsequent document was protect against such modifications :)

    Later, after leaving then, they sent me another similar document, without including an SAE. I again inserted the magic word, initialled and dated the change, and sent it back in an envelope without a stamp.

  24. Stuff like this kind of makes me want to get a job stacking shelves, and just keep this as a hobby. Or teaching. Anyhow, I kind of feel that stuff like this is a bit of an indicator of company style in general, and I’d be weary of working anywhere that dumps a document like that for me to sign. Young and foolish/jobless as I am, though, I don’t really have any experience to draw on on this.

    1. “Young and foolish/jobless as I am, though, I don’t really have any experience to draw on on this.”
      OK, I am 30 and have been doing this for a couple of years (working for temp agency, manual labor, for a couple of months to gather money for about half a year of Freedom: rent and food, and sometimes toys). It works for me, but I definitely think a large fraction of people who may feel this sentiment without such actual experience would come to regret this relatively quickly, that said, I also think there are some others (like me) for whom this works.

      It depends on:
      * what your real goals in life are.
      * what responsibilities you have to other people (kids? wife?)
      * how resilient you are, against instability (or merely the sensation thereof), against social pressure (from family, friends), against emotional thoughts of doubt while rational reason tells you there is no need to doubt, against occasional setbacks, etc…
      * if you consider yourself a special little flower :)

  25. Non-competes and non-disclosures can be pretty bad. I.E. I worked for a Steel company in the IT area, as a consultant as an employee of a third party. When they say you can’t work in the same field – do they mean the Steel industry, or the IT area? It also gets dicey when the placement company needs to move you to another position, but can’t because of something you may have signed with the contract employer. Unless you come up with something really big, or you have made an enemy at the company you are working in – they won’t normally hold you to those documents – because in order to know where you have gone to they need to find a way to track your activities. Obviously if you show up on the competitor’s website – it’s a give away, but I find most don’t have time to do this. Generally, I tell them in these cases I can’t sign documents like that because of the original relationship. As an employee, the same pretty much applies, they need to track where you go to in order to even pursue this. And if you sign the same type with the new employer – they get to fight it out in court. But as some have said – many States don’t allow this – right to work States mostly, since enforcing it means the person doesn’t eat.

  26. I’ve refused to sign these agreements multiple times. It worked out for me and even resulted in changes in policy company wide in one case. You can always give them a counter offer with terms that work for you.

  27. Legally they cannot prevent you from earning a living. In order for them to enforce the agreement, they must pay you during that time. If they are unwilling to pay you, you are free to work. You have the right to earn a living. So, really, its not enforceable and if they try the judge will tell them to pay you…

    1. That is certainly the case in Australia, and I would imagine it is world wide… it is simply not legally enforceable to prevent someone from earning a living.
      However, it is legally enforceable not to sell / use proprietary information gained from previous employ (as opposed to generic information) to perform the duties required of your current position.

  28. I’ve had good success with 4 employers negotiating such clauses to something more reasonable. Usually it ends up being the non-compete version of IP, such that I cannot do anything that crosses paths with the company’s. If you ask me, I would absolutely recommend talking to them about it. At the very least you can voice your feelings. The reaction I’ve gotten is usually ‘Oh, thats just the standard contract. We can work around that.’ .

    1. The company I work for had the standard boilerplate non-compete as described above. When I questioned them about the specifics, HR brought a different contract to me that was much less restrictive. I can’t work for the competition in this county (not COUNTRY mind you) for up to one year, and the company only has rights to things I produce on company time. But I still can’t use their facilities or equipment for personal projects; and while I’m sure that’s standard, they have so much great equipment!

  29. My current company basicaly bans me from manufacturing specific car part that they are making. They donť give a damn about my other activities, IT, electronics, etc. I mustn’t be tired at work, that’s the second rule. I think i have one of the better jobs.

  30. You should never leave drawing up contracts exclusively to lawyers.
    You see that with some comment sections where a lawyer wrote the agreement you have to agree to to put a comment on a damn site and it’s only because nobody reads the rules that anybody clicks ‘OK’ because of the insane stuff they put in there.

    And there lies the rub, nobody read the stuff and people agree to the most insane stuff in all areas, from software to renting stuff to employment to service agreements.
    And that makes life very hard for people who do have a modicum of interest in what they sign up for.

  31. While even qualified legal counsel might shrug and say, “maybe…”, there is the concept of a geographic scope of exhaustion that applies particularly to IP. In simple terms, it means that, unless very carefully worded, employment restrictions placed on you are often only as good as the state (or even county) line. The reason is that most such agreements have not been vetted (maybe not he proper term) outside of a particular locality and, not just the IP restrictions but, most of the document is unrecognized within a very short drive or even a mere sauntering. Be especially careful of this when taking equipment from the workplace or agreeing to travel.

  32. Non-competes do not hold up in court, normally the issue needs to be worth the time and money to drag you to court. I have seen employers try to in for this and fail, normally the defendant says he needs a job to put food on the table and this is the way he knows how and you can guess the outcome. It is more used to scare and deter but very hard to enforce

  33. For IP ownership I had them change the scope of it in my contract, it wanted to claim ownership of all previous and future IP developed ever developed. I reminded them that I could not legally sign over rights to IP that was developed for a previous employer or the next employer and a broad claim like this would not stand up in court and could complete void the point. I asked them to change limit to IP developed during my employment connected to my project and role.

    1. I understand where you’re coming from, but really this just shows that you’re not willing to negotiate to say that company related activities are something that the company has rights to profit from. That’s why they are hiring you, to help them make money.

      If you can’t say, I’ll have a lawyer look at this, then you’ve failed at negotiation. The last few companies I’ve worked for offered a service where 30 minutes of counseling was free, this was psychological (marriage or family) or 30 minutes with a lawyer. Call the free lawyer and talk with them about it for 15 min. and write up a similarly worded contract that severely limits the company’s rights to your ideas outside work. Tell them it’s your “standard contract”. As long as you’re not a jerk about it, most HR people don’t care and just want to check off the box that says they explained it to you and you signed it. When asked politely they are very likely to let you talk with your lawyer about it, which allow you to come up with a solution. If they are staunchly against it, politely ask to speak to THEIR lawyers about it and you’ll likely make some progress.

      The company gets the ideas and work they hired you for and you get to keep your outside work ideas.

      If you don’t like that and you like the company, maybe it’s time you negotiate to work for the company as contract consultant so you can further negotiate for royalties on ideas you have to help this company.

      TLDR: if you walk away without attempting negotiating, maybe they are right in not wanting to work with you since you’re not clever enough to write you own “standard contract”.

  34. Check with your lawyer and bring suggested changes back as a counter-offer. If you don’t have a lawyer, hire one. If you can’t afford one, rename your cat to have three last names.

    Seriously, contract law is premised on the concept that all contracts are actually negotiated, so negotiate them.

  35. At the end of the day, these agreements really only mean one thing: you can’t do public work AND get credit for it during the time period. There’s nothing stopping you from saving all your personal output and releasing it after the contract expires. There’s also nothing (short of you being an idiot) that stops you from contributing/releasing your output anonymously.

  36. I don’t sign on the premise of ‘you are hiring, as an extension of me- the skills, interests, knowledge and abilities that it has taken me decades to identify and develop. You do not get to lock me out of my own life as a condition of employment.’

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