[learnstats2]

Disagree.

We haven't seen the paperwork, but a deliberate change in employment contract is not something that's done just for fun or on a standard basis.

It doesn't seem to benefit the original poster to sign the contract as it stands. Contracts are supposed to be an equitable agreement between two parties - there is no "standard". Standards which benefit only the employer can and should be questioned.

OP should speak to an employment lawyer about the contract as a whole and any clause they are concerned about.

[rplnt]

> deliberate change in employment contract is not something that's done just for fun or on a standard basis

What about acquisition as in this case? That seems rather expected. It makes sense that procedures and policies change (including what contracts look like) to reflect what the "parent" company use, and there may be new set of IP brought to the company (which may cause new conflicts). And as the post above mentioned, it should benefit the employee as well by having a document listing what's truly his.

[learnstats2]

This is very different in the US from what I understand; I can't help you there. Locally:

Acquired employees legally remain on their original employment terms and usually have rights to continue uninterrupted work on those same terms. This right also applies if a company is liquidated and reforms.

Given that employees have this legal right, and that acquiring employers must know this (employees tend to be less aware), an acquiring company holding a new employment contract should be treated with extreme suspicion. The company must negotiate what they need, or the employee can just continue on the old terms.

I would suggest an employment lawyer is necessary in that situation. Particularly, since just ignoring the employment contract may constitute implicit agreement.

[pvg]

I'm not sure what you disagree with. And I suppose I'd have to ask you and all the other 'speak to a lawyer' people. Have you ever signed an employment contract in the US? Have you ever hired a lawyer to review it? If so, what did they tell you about the AoI?

[learnstats2]

I'm disagreeing mainly that any clause can be described as "standard" - if it is described as "standard", it usually means "unfairly in the company's interest". There is no standard employment contract, by any definition of the word standard that I understand.

I've signed employment contracts, not in the US.

I've hired lawyers to review employment contracts on several occasions.

One reason that advice here on HN is insufficient is because we don't know how or whether any clause affects or will affect the OP. A lawyer will be able to discuss the full consequences of the contract with reference to the OP's personal situation.

In my personal case, lawyers have consistently advised me that an Intellectual Property transfer clause is strongly against my interest to sign.

When I have taken this back to employers, this has led to quick and easy resolution - in both directions. In one case, that clause was stricken happily and with no problem. In another case, it quickly became obvious that the employer was acting in bad faith and I was happy to leave.

[x0x0]

So you don't know anything about US employment contracts but you're arguing anyway. I'm sure that's helpful to the OP.

OP: this is a pretty standard clause. A common phrasing in CA would be

   Company owns right, title, and interest relating to any and all inventions 
   [...] during the term of my employment with Company to and only to the 
   fullest extent allowed by California Labor Code Section 2780.

2870: http://www.leginfo.ca.gov/cgi-bin/displaycode?section=lab&gr...

I've signed very similar assignments for 5 different companies.

It is critical, however, to read your contract. I recently told a company (founded by ex-google, backed by tier 1 vc) to DIAF because they dropped in their 16 page (!!!) employment contract a few special terms:

if I conducted any company business on my cellphone or personal laptop they had the unlimited right to audit it.

I was like, well, if I take a miscellaneous call on my cellphone, that's conducting company business. So you now have the right to read my personal email on that same phone? Or if I answer a work email from my personal laptop, the same deal? Hells no.

[learnstats2]

Given the time of day, I suggest that the majority of people that will read these comments are in Europe. I have only tried to offer my opinion and be clear about my situation in response to a direct question. I can not offer appropriate personal and local legal advice on this forum (and nor can anyone else, as I was trying to make clear).

But "...to the fullest extent allowed by law" seems pretty much like what I'm talking about - a "standard" clause that benefits the employer maximally and with unlimited scope. It appears to automatically update with any changes to that law to ensure that it continues to benefit the employer maximally and with unlimited scope.

It's implicitly threatening language that is otherwise only seen with "Shoplifters will be prosecuted..."

I would be pretty concerned about that. The fact that you have accepted that as a standard, personally or culturally, doesn't make this any less of a concern for me.

Accepting clauses like this, as standard without question, is bad for everyone in the labor market.

OP should argue with such a clause if it doesn't suit them.

[pvg]

I've signed employment contracts, not in the US.

You'll forgive me, but surely, in this case at least, this makes further conversation pointless. It's a question about a US employment contract and whether its clauses are onerous, unusual and how to handle them. A topic in which, as far as I can tell, by your own admission, you have neither experience nor expertise. Correct me if I've misrepresented your position in some way.

[vidarh]

Well, I have signed a US employment contract that didn't have such a clause at all. If it did have such a clause I wouldn't have signed it.

So on what basis do you claim it is "standard"? In which states?

I have no reason to believe it isn't fairly common but that's very different. I've come across clauses like that in various places in Europe too (though I've then usually been able to point out that under local law most of their clause is null and void).

[pvg]

I'm not sure what to tell you. If you sign up to work at Google or latest catpicture sharing startup, as a fulltime employee, you will certainly sign an 'Assignment of Inventions' agreement. It's completely routine and will not rob you of your precious inventions.

[vidarh]

I don't see anyone arguing that there wont be IP related clauses. What I see people taking issue with is the idea that the extremely restrictive example given by the poster is "standard".

I've given you a counter-example. I worked for a venture funded Silicon Valley startup. I didn't sign anything that gave them rights to anything created outside working hours on my own equipment. Neither did anyone else there.

I don't doubt it is common, but I've also not seen anything to indicate that it's something you'll meet often enough that I'd consider it "standard". Maybe my company was the one single exception in the entire US, but that seems unlikely to me, especially given the other comments here.