[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.

[danielweber]

> 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.

Please do not say things like this. A worker in Massachusetts, Illinois, or New York may read what you said, believe you because you said "the law is very clear," sign a new agreement thinking they got one over, and then roll out the other side to realize "oh, shit, that guy on Hacker News didn't know what he was talking about."

Whether continued employment counts as consideration is a state by state issue.

[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.