[gurgus]

That classic "well, nobody else has had a problem, so you must be the problem" response.

I remember at one of my first jobs, myself and another programmer were working on a side project (outside of work hours, not using company resources in any way) that were considering monetising. Our contracts stated that the company we worked for owned all of our code produced in and out of working hours.

We got to the business end of the project and decided to consult our workplace to find out how strict they were on this. The conversation with HR went something like this:

> Us: Oh hey there, can you clarify clauses X/Y/Z in our contracts regarding ownership of code. We are working on a project we are planning on monetising at some stage and we need to know if the company is going to do anything about this. Our project has no conflicts of interest and we haven't stolen any IP of the company.

> HR: Oh... We've never had a question like this before... We can't say exactly. We'd have to consult our lawyers.

> Us: Cool - can you consult them and let us know what they say, please?

> HR: Sorry, we can't consult them as they charge by the minute and it's too expensive to warrant a conversation with them.

> Us: So... you're not going to answer our question.

> HR: Exactly. You'll have to do it at your own risk.

[pjc50]

The ambiguous IP clause is very common in UK programmer employment contracts. I've had two experiences with it. Most recently, I was able to insert a clarifying clause that said "work not related to company's business and not done on company time/equipment doesn't count".

Previously, I was working at a startup that didn't have this clause and employed a number of people who were Debian developers in their spare time. They introduced new contracts containing this IP clause. We discussed them and the whole department (dozen or so of us) simply politely refused to sign them. The situation quietly stalemated for months until the company ran out of runway and almost all of us were made redundant.

Collective action can work, guys. Few companies can afford to lost a lot of devs at once.

[janwillemb]

Quitting a job is a major, life-changing event for many devs and the question is whether such a clause in the contract is worth the trouble. That said, I disagree strongly with these intellectual property clauses in dev contracts.

[mikeash]

If you already have the job and they try to make you sign something like this, don't quit, but say no. You may not be prepared to quit over such a clause, but it's also likely that they're not prepared to fire you over it.

They will probably tell you that you must sign it, or else terrible consequences will ensue. If those consequences involve the company, brush it off, because that's not your problem. If they involve you, then see if they're actually willing and able to carry them out before you make a decision.

I've heard many stories of attempted unilateral changes in employment terms like this where employees refused to sign. In some cases, they got mildly harassed for a while and then it petered out. In some cases, nobody even followed up. In some cases, they were able to negotiate the language to everybody's satisfaction. I haven't heard of anybody getting fired for it. (I'm sure it has happened, it just doesn't seem all that common.)

[Tenhundfeld]

I've been counseled that an employer cannot compel you to sign a new contract after starting a job, unless there is an incentive to offset any rights/benefits being forfeited. There's a huge gray area in terms of incentive/benefit value, but it's clearly illegal if there are no advantages offered by the new contract and it only benefits the employer.

In other words, it would be clearly illegal for an employer to say simply, "Here's the new employment contract identical to existing but with a new, more aggressive IP ownership clause; sign it or you're fired." Contracts signed under these circumstances have been struck down in court.

However, it would be legal for an employer to say, "Anyone who signs the updated employment contract (with aggressive IP changes) gets free lunches and can work from home 2 days a week." I don't understand the caselaw enough to know what would happen if they provided the incentive and added "or you're fired."

In general, I think the idea is that you have a lot of freedom with new employee agreements, but you cannot just change out an employment agreement on existing employees to strip them of rights.

*IANAL, and it may vary by state.

[dpark]

> I've been counseled that an employer cannot compel you to sign a new contract after starting a job, unless there is an incentive to offset any rights/benefits being forfeited.

I would consider new council. I'm fairly certain that continued employment is enough "incentive" to make the contract legally binding. If you're an at-will employee, they can fire you at any moment, so any new contract seems as enforceable as the first.

[hatfieej]

I've gone through this before and the law is very clear that continued employment is not a valid compensation for changing the terms of your employment. The original employment agreement was the contract you are bound by. Coming to work each day is just both of you continuing to abide by the original contract. As you mentioned, the other side is the at-will part. It's pretty easy for them to just decide to dismiss you.

[Tenhundfeld]

No, continued employment is not incentive, not under the law explained to me when I lived in AL.

Anyway, it varies by state and the exact situation. It's not necessarily true for any change, only if it withdraws a substantial right, e.g., forces arbitration or changes the nature of IP ownership. If you are concerned, talk to a local lawyer.

My real point was that it's not necessarily true that you just are automatically bound by the updated contract or that you have to sign it. It might be true, might not.

[pjschlic]

Counterpoint: my sister is an NP in Illinois and her employer did effectively this. She was asked to sign a new contract with strictly less benefits after having worked there for 9 months (specifically I think they wanted to reduce the vacation). She countered with requesting some compensation increase to offset the decrease in vacation, and they fired her. IANAL, but I'm also assuming that in at-will employment cases, this might be allowed. Again, I don't live in Illinois, so I'm not sure about how employment law is there, but while it might be shady, it might not be 'clearly illegal'.

[Tenhundfeld]

Yeah, I'm sure it depends on the state.

[WildUtah]

Don't refuse outright. That'll just set up a primate dominance game with the people tasked with getting you to sign.

Tell them you'll check with your lawyer. It's always considered a basic right in developed nations to ask lawyers questions and it usually takes unpredictable amounts of time and it implies that someone with connections is employed to be on your side of any disagreement. That should be the last you hear about it. There's very seldom any need actually to hire a lawyer after saying it.

[geofft]

Yes. That's why collective action is so important: a company can avoid the loss of a single employee much more than the single employee can afford the loss of a job, but a company can't avoid the loss of even a single department quite as easily, let alone all employees of a certain type.

It's insurance for bad management decisions, effectively. It's useful for all the reasons insurance is useful.

[mhneu]

If you are interested in collective action to combat clauses like this, follow Maciej Cejlowski.

[danielweber]

Follow him how?

[sulam]

He's at 3rd and Market right now. Head on over.

(Or try here: https://twitter.com/baconmeteor )

[jeffbr13]

Please correct me if my layperson's interpretation is wrong, but that IP clause is one of the few things I don't worry about in UK employment contracts. When I first came across the phrase "during the course of employment"[1] that they invariably use and researched it, I got the impression that it seems to have specific legal meaning of when you'd reasonably be considered to be 'working for' the company. At the place of work, on duty for them, using company equipment, etc.

There are much more egregious terms in most copy-paste contracts that you can helpfully point out to HR people if you're feeling helpful (or mean), including attempted rewrites of UK labour law (meaningless, it always takes precedence) or ceding rights, to more subtle things such as full-time jobs disguised as freelance contracts, putting you at risk if the taxman comes a-calling[3].

[1]: https://en.wikipedia.org/wiki/Course_of_employment [2]: It's mostly used to judge whether the employer is vicariously responsible for an employee's offences, e.g. was the delivery driver on his own time or was he in the course of employment when he hit the pedestrian? [3]: https://en.wikipedia.org/wiki/IR35

[andymurd]

When I was working in the UK, I negotiated to change an IP clause from "during the period of employment" to "during the course of employment" for precisely the reason that you state.

Both parties were happy with the change.

[matthewcford]

> "work not related to company's business and not done on company time/equipment doesn't count"

We would have similar terms but sometimes people work at home not on company equipment or within normal working hours, so it's normal for this term to be a bit broader, but in general most companies would agree that you can keep the rights to work not related to company business (if you ask and they are reasonable).

[maxlybbert]

I don't remember if it was mentioned in my contract, or if I just looked up state law. I remember when I had a job in Nevada, state law effectively said that work done on my own time, off premises, using my own equipment was mine. I realized that it would be possible to do work on my own time, with their equipment, etc. and I figured if I wanted to avoid a headache it would be my responsibility to make sure I clearly checked all the boxes before I tried to claim ownership.

[hfsktr]

So I've wondered this. If I use a work computer to update some person code on github or blog or whatever online, outside of business hours.

Does that fall into their equipment or not? I always assumed yes but I can find arguments for either answer.

[maxlybbert]

I can imagine arguments for either side. My point was that you generally want to avoid cases that could go either way. State law said that if I met three criteria, then my employer couldn't claim ownership. I figured that if I only met two criteria, I might or might not end up in a fight with the company. So the solution was to be sure I met all three conditions.

From the company's standpoint, anything I wrote in the scope of my employment, using their equipment, was theirs. And, really, anything I wrote and checked into their source control was obviously something I was saying they had a legal ability to use.

But there is a lot of ground between what is clearly theirs and what is clearly mine, and I believe the best approach is to either avoid that ambiguous ground, or come up with an actual agreement to clarify any vagaries. You want it in writing, but it doesn't have to be an overly-formal contract. It could be a signed letter (from somebody with the authority to give up the company's potential copyright interest; which is probably not your immediate manager).

[AtheistOfFail]

I just cross the whole bitch out and sign it.

[bluetwo]

There is a concept in law that it is the responsibility of the party making the contract to be specific.

For instance, if I hire you to paint my barn red and specify the shade of red, it had better be that red or you failed to meet the terms of the contract.

On the other hand, if I simply specify "red" then any shade of red would fulfill the contract. The lack of detail was my fault.

Depending on how specific they were, you may have been able to do it. Or, you could have sent them a letter telling them your intentions and let them either loop in the lawyer, or, at their risk, ignore the issue.

[willyt]

I believe the principal is called Contra proferentem. https://en.wikipedia.org/wiki/Contra_proferentem

[NetMonkey]

And as I have learned the very hard way, a judge can just decide it doesn't matter and the appeals court probably won't care.

Please don't ever rely on how it's supposed to be - always, always put in clarifying statements and examples in any contract. Everything should be extremely clear and readable by layman, otherwise even things that should be obvious can be devastating.

[paul_milovanov]

Come on, people. Not "we are working on", but "if I were to start working".

[jjnoakes]

Please don't advocate for making willfully misleading statements to one's employer which might have legal repercussions (IANAL, etc).

[ghurtado]

1. There's nothing willfully misleading about asking a hypothetical question

2. You do not have an "absolute transparency" duty to your employer about all aspects of your personal life. Please don't behave as if you do.

[jjnoakes]

> There's nothing willfully misleading about asking a hypothetical question

Except the person I replied to wasn't advocating for "asking hypothetical questions", they were advocating for "it doesn't matter if you started a side project or not, when you ask your employer about how to move forward, make all efforts to imply or directly say that you haven't started a side project yet". That's not right.

> You do not have an "absolute transparency" duty to your employer

I agree, but I think there's a huge spectrum between "no absolute transparency" and "lying to my employer" and I don't think it's right (and it's probably not legal in the context we're discussing, but IANAL) to tell one's employer one hasn't started a side project when one has.

> Please don't behave as if you do.

Please explain how "don't lie to your employer about potentially legally important matters" is the same as "behaving like you have an absolute transparency duty to your employer".

[ghurtado]

You're using quotes to "quote" people saying things they never said, so this is not really a productive conversation any more.

[jjnoakes]

I'm not using quotes to quote anyone. I'm paraphrasing what was said more clearly so you could understand my point better.

The quotes are there to separate the paraphrased words being discussed from the words discussing them.

[roflchoppa]

yeah dude my mom programmed all that stuff in her spare time. <:0

[nitrogen]

One's employer is unlikely to be so forthright with their future plans. It should not be misleading to reveal only the minimum information necessary to a potentially hostile actor (speaking culturally, not legally).

[jjnoakes]

> It should not be misleading to reveal only the minimum information necessary to a potentially hostile actor

I have no problem with this. But I see a big difference between asking one's employer "If I was already working on a project in my free time and wanted to take it further, what would I do?" and "I haven't started working on anything yet, but if I wanted to, what do I do?", when one has indeed started something already.

[uiri]

Why not draft up something to give to the company disclaiming all rights to your work? If lawyers are too expensive for the company, I'm sure they'll sign it right away! I'm guessing the HR person is just incompetent and the issue should be escalated.

What exactly does a company think is going to be the outcome of saying "Oh, BTW, we might sue you for this, we might not and we're not going to give you a straight answer one way or the other" to one of their employees?

[stronglikedan]

In a lot (most?) companies, the issue would be escalated all the way to the top with the same results. There's no incentive for them to take action once you've signed their contract. As other's have mentioned in this thread, you should have demanded an exclusion cause before signing.

[convivialdingo]

This 100%. I've crossed out sections like this without issue before. A contract is a negotiation, not a rubber stamp.

Some companies these days will allow you to list things which you work on (open source, second job, etc) which you can have excluded. This works fine for me as well.

[openmosix]

A very good reading on the subject https://www.joelonsoftware.com/2016/12/09/developers-side-pr...

[mhneu]

The company knows what the outcome is already: 99% of developers sign.

So why should the company change?

[sqeaky]

I suspect that in the long run common contracts like that will become invalidated and a legal quagmire.

I have seen several contracts wanting to claim ownership over everything I write. I don't sign them, but it seems most people do and often do so at multiple contracting firms and employers. There are companies that should be having arguments with each over who own what contractors code.

Clearly this is not a reasonable situation and clearly it is unreasonable to try to screw a developer out of everything he owns and clearly it is hard to get a job without signing something like this. The runs afoul of anti-competition laws and basic decency. I am sure it will stand in some shitty jurisdictions and completely fail in others, but many already have some kind of work for pay law that transfers IP to the people paying for it by default and that seems pretty reasonable.

[crdoconnor]

>The company knows what the outcome is already: 99% of developers sign.

I've rejected job offers like this before and not taken the job even after they offered to cut the clause out.

It's actually a pretty good proxy for overall unreasonableness and how much bullshit you'll have to put up with if you work for them.

[bsharitt]

I was considering taking a job recently(would have been 100% remote) that had the same kind of vague "everything you do is ours" clause(also had a similarly vague non-compete) in the contract when I received the job offer. I brought it up and mentioned I can't sign this contract because these issues. The most I could get out of the guy was, I can't think of it every getting forced so sign the contract and don't worry about it. If were out of work and really needed a job I probably would have, but I ended up turning down the offer.

[embwbam]

What I usually do in this case is redline the contract and sign it. (Meaning, edit the clauses you don't like in an obvious fashion. Tell them you've done this.)

They will often not want to go to the trouble of going back and forth with the contract and will just accept it.

[x1798DE]

> Tell them you've done this.

Pretty sure you don't have to tell them if you return the contract to them modified and they sign it. They weren't going to tell you all the objectionable parts of the contract, so why give them information you're not required to give?

(IANAL)

[NetMonkey]

IANAL either, but from experience everything that can be seen as shady is very dangerous if it comes to a court case. It makes you look like the bad guy, and can easily be used by a good lawyer to remove focus from what should really matter.

You want everything to be as clear as possible, and with no obvious points that can be called into doubt. Even if you end up winning, you don't want a court case that drags out for multiple years, with devastating legal costs to cover while its going on.

[tracker1]

That's been my experience as well. I won't sign these types of clauses and haven't had issue with lining out offending portions, or adding them in...

Some of the docu-sign sites even have tools for this.. others don't.

[LanceH]

I hate the "it doesn't really matter, so do it our way argument."

If anyone says it doesn't matter, we'll be doing it my way. Scratch it out, sign the changes and submit it back to them. Remind them they don't care about enforcing it anyway.

[paulcole]

Just curious, what did the lawyer you consulted with say about it?

[mgkimsal]

If it's too expensive to check ahead of time, it'll probably be considered too expensive to check afterwards too, no? Not if they smell money, I bet. :/

[huebnerob]

That's precisely what's so nefarious about this widely accepted set of terms: your company will be fine with you loosely interpreting your employment contract, up and until you become successful.

[kafkaesq]

Along with the classic "not at this time" response.

Meaning, as it always does, "We won't answer your questions, ever."

[owlninja]

Is this common in contracts??

[dom0]

It's a standard clause, but depending on jurisdiction it's at least partially invalid anyway.

[fapjacks]

California labor code explicitly contains exceptions to the work you do, which basically says that any work you do on your own equipment, during your own time, that is not related to the work you do during the day[0], cannot be usurped by the company using those broad, awful IP clauses. Anyway, this California labor code exception is why Silicon Valley exists in California and nowhere else.

[0] And often, I'm told, companies have the upper hand here, because they can often show that almost anything is related to their particular activities.

[lostboys67]

it normally has to be "related" to your employers business for it to be valid

[openmosix]

Yup, very common. https://www.joelonsoftware.com/2016/12/09/developers-side-pr...

[y7]

Yes. Usually, I manage to get out of it (simply by asking and explaining).

[zoner]

I have it too. It would have been impossible to change, I was given a template contract and I do have side projects outside of my work. On the day I leave the job because my side project is making enough money, I would not be very nervous about it. How would they know?

I also have something like "should not work in similar area within The UK". Again, how would they know? This conflicts with data protection act, therefore invalid.

[shshhdhs]

Wouldn't they be able to find that out from LinkedIn or social, for perhaps the majority of tech people? Not saying that you use social media, but it's possible they find out.

[teh_klev]

I think if you've got any sense then you'd leave your LinkedIn profile unchanged until the exclusion period in your contract runs out. The "non-compete" clauses in mine have always been around 2-6 months, they were never enforced. I binned LinkedIn so it's not a problem for previous employers to spy on me, and my social media content never mentions anything about work things.

For other social media then just keep your nose clean and stick to posting content and discussing stuff that doesn't mention work.

But that said unless you stole your previous employer's crown jewels (customer lists, source code, IP etc) then these clauses would get thrown out if you were taken to court. Imagine a Volkswagen car dealership trying to limit, contractually, the employment opportunities of their mechanics or sales people from moving down the road to the Ford dealership for better hours/pay/commission. They'd be laughed out of the court room I think.

[zoner]

Why advertising something like I have been working on this project for the last 5 years would benefit me in any way?

They could guess that I didn't create it in the last two weeks, but then good luck proving it in court.

I have much better relationship with my employer now, If I hadn't I would quit tomorrow.

[angus-prune]

In almost every case you're correct. If its a hobby project, or it allows you to make a normal living you're likely to be fine. The danger comes when you end up founding the next facebook and there is some real money involved. Then you might have the Winklevii suing you based on the clause in the contract.

They could get expert testimony about the amount of time it took to create, find old stack exchange questions let alone get court ordered access to git etc. They may not end up winning, but you could settle just to avoid the cost.

On the other hand, this definitely counts as "nice problem to have" and probably isn't worth actually worrying about.

[J-Kuhn]

A acquaintance once worked for two different companies for several years as watchman. He was fired on the spot when they found out. How did they notice?

One company bought the other.

[StavrosK]

Yes, extremely.

[whyileft]

> That classic "well, nobody else has had a problem, so you must be the problem" response.

To anyone reading this that gets this response in a negotiation, this is the go to line for any experienced negotiator when you come to them with questions about a contract. Always. Its like negotiation 101. Do not take the response at face value. Its a canned line that doesn't mean anything on its own.

The typical response is to say that it makes a good impression on the organization that they have yet to have any contract disputes and then get back to asking about your specific issues.

Although, the harsh reality is that for them to change this contract means they need to bring a lawyer into the situation and that costs them money. So realistically you need to be in a situation where you have some kind of leverage in the situation. That is pretty rare when you are alone on the labor side as opposed to the capital side. Sometimes you have to decide between taking a risk of getting screwed or walking away. Unfortunate reality of our economic system as it currently stands. As unions learned a long time ago, labor protections via government regulation is typically more effective than private negotiation. Without that, most people just have to learn to accept they you are going to get taken advantage of and work around it.

[mistermann]

https://en.wikipedia.org/wiki/Peter_principle

[sandworm101]

No. This is the classic case of someone needing legal advice but not bothering to contact an expert. These IP clauses are not that bad if you are someone reading contracts daily. They arent asking for the world, certainly not for outside material. (Note the capital C in Customer.)

Seek legal advice. Not here. Not your buddy who reads supreme court cases and thinks he knows copyright from tradesecret. Go to someone with a license hanging on the wall. It wont cost any more than a filling by a dentist and probably less than your monthly cellphone bill.