Employment Contracts-Satisfying Hackers AND Lawyers 12
JabberWokky asks a question that (intentionally or not) ties in to the one asked on Sunday: "My company is ready to hire several developers. Of course, the VC's lawyers say that there must be confidentiality agreements, non-disclosure agreements and non-complete agreements, to the point that the company would own private Web sites, or anything else written on your own time. I have one week to come up with something that will satisfy the lawyers, and still allow some freedom for the to-be-hired developers to work on side projects of their own, which I think is ultimately beneficial to everybody, including the company. Any ideas?" Certainly there must be some happy middle ground that can be agreed upon!
And yet here is a question for you: Why do Venture Capitalists think it's sensible to significantly curtail the rights of the people they wish to employ (in the name of confidentiality) when well- written NDA's should be legally binding enough to insure such things?
Overly Broad Employment Contracts (Score:1)
My team refused to sign, and in the 18 months since I've declined on two additional occassions.
A proper contract should simply exercise common sense. If I worked in network engineering at UUNet, my ideas on how to make routers more efficient belong to them as a product of my employment. My ideas on 3D rendering belong to me. I shouldn't solicite fellow employees, but if they come to me they are fair game. If I want to work for, or found, a company focussed on something that isn't a core business of my employer (or directly related to my specific employment), that's my option, that's the American way.
-Bryce
GPL in contract (Score:1)
Employee also agrees that all inventions/advancements developed or created by Employee while employed by the Company, are the sole property of the Company and may not be used independently for financial gain or advancement of the Employee.
in the contract, i was asked to sign, i send back this response:
i don't like this one at all, as it sounds, even the work i do at home, would be property of the company. I CAN NOT ACCEPT THIS!
i must be able to continue working on other open source projects at my discretion. neither do i like the fact that i may not use my own ideas as i wish. i have no problem that you uses my code however you want, but i want to be able to do the same.
i want to work for you because i want to advance myself, if i can not use my work for my own advancement, where is the point?
in the beginning you wrote:
> We are a 100% linux shop and believe in Open Source.
if that is true, then please allow me to continue to publish my own code as open source.
the paragraph was changed with out any further argument to this one:
Employee also agrees that all inventions/advancements developed or created by Employee while employed by the Company, are the sole property of the Company and will be published with the GNU General Public License Version 2.
other than that it's a standard contract, with a lot of legaleeze inside....
i have no idea though if that was looked over with the companies lawyers, i am guessing not, but i think it's worth a try...
if not there are other jobs [gnu.org].
--
Fairness (Score:2)
I think you can always find someone to agree to an overly restrictive contract, but those people probably won't be the best and the brightest, they could always go find a better deal. I know I wouldn't take a job with a company offering such a contract, or at least ammend the contract before signing.
Re:Fairness (Score:2)
If I were hiring, I would use it as a litmus test to screen out the lusers. Mention it at the interview; if they agree, no offer. If they laugh, then drop the requirement without argument, and continue the interview with deeper interest.
--
Question. (Score:1)
Is there a kosher way to ask at the interview to see what sort of things you would be asked to sign if you got an offer and accepted?
--
Get first refusal (Score:1)
It might also be possible to insist on a perpetual non-revokeable licence for company use of any work written by the employee.
If they want to release under GPL, then this is not a problem. If they want to release as shareware, then they get all the money, apart from what the company would have paid.
I'd also insist on restricting it so that it only applies to work directly relating to the company, or fields that the company might reasonably be expected to branch into.
Lawyers (Score:2)
Standard Contracts (Score:2)
The important thing to realise is that employment contracts are negotiable. If there are clauses in a contract you don't like, ask to have them changed, if things appear confusing get them reworded.
Don't be afraid to get unrelated work that you do in your own time specifically mentioned, as per some of the examples in the topic What happens When Open Source And Work Collide [slashdot.org]
When working for a cool little Australian start-up we had a pretty employer friendly contract that some staff had ammended to something less one sided. The MD was also happy to let specific instances of code be retained by the employee who wrote them. The intent here was to protect the core system and underlying patents.
Under Australian law one of the differences between employees and contractors is that unless a contractor signs away their copyright and IP then it resides with the contractor. Employees on the other hand don't keep copyright and IP unless they make specific arrangements to do so.
It can be hard to remember employees do have a good bargaining position. It takes a lot of work to find someone you want to hire and it is often less expensive to spend some time getting lawyers to revise contracts than to interview another 20 odd people.
When next at an interview ask how long positions take to be filled. In small companies in particular are looking for a cultural fit as well as a skill fit - a happy team works much better than the equally skilled team that hates each other's guts.
Re:Overly Broad Employment Contracts (Score:1)
The good news is that I've BEEN to a lawyer over this, and most contracts that are written as broadly as yours are NOT valid, unless you are SENIOR management of the company (Like President or CEO). The contract, in effect, can NOT stop you from making a living in your field, in your area of living.
That said, I'm REALLY happy with were I work now in this regard. It's the first BIG company that doesn't claim ANYTHING of your IP developed after hours. I guess the reason is that they deal with TV script wrtiers, directors etc, and THEY would never stand for it
Re:Question. (Score:3)
Is there a kosher way to ask at the interview to see what sort of things you would be asked to sign if you got an offer and accepted?
It's a meaty question, so if you want to keep it kosher, you have to hang it up and let it drain for a while, and don't mix it with anything cheesy. But seriously, why not say it in a way that makes you seem *more* dazzling and brilliant by virtue of needing to ask (the meaty part) -- and then be very upfront about asking it (hanging it up and letting it drain)?
For example, I tell people going in, "I'm involved with a number of personal and/or side projects, and a number of projects involved with the free software community, and I'm not going to sign any intellectual property waiver which impinges my right to do so in my off hours." This makes several points right off:
And the thing to remember about offers is this: it's a seller's market for IT labor. Employers are aware of this; more importantly, they're generally afraid of it... so the prospect of losing good candidates over extraordinarily strict IP clauses is something that they (at a high enough and wise enough level in the organization) would like to avoid strategically. It never hurts to write a letter to someone in a company's senior management AFTER you've rejected their offer because of a nasty IP clause, telling them politely why... I personally haven't done it (because I've generally screened such companies out early on in my searches), but the outcome could be good for the industry as a whole if enough people did; you're basically telling said VP, "You're a smart guy, how much sense does this make to you? You're losing the best people you're making offers to because they want to do projects in their spare time capitalizing on their expertise you've already recognized."
My opinion only, IANAL.
Re:Question. (Score:2)
everything I write at work is for the company.
everything I write at home is my work, unless:
-what I am writing at home is something I have been ordered to write, when I started writing it
-what I write at home is something I know I will be ordered to write.
this works for me, and for my boss.
Change the contract yourself... (Score:1)