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Comment by mordrax | Hacker News Reader

I guess my angle isn't: What is there to gain for me. Even though I was made redundant, the employer is nice and I'd have no problems signing it.

But it's the first time I'm asked to sign one of these things and some of the things I'd be agreeing to doesn't even sound like it's in english. I don't want to inadvertently sign over any side project I was working on in that time or IP for the industry I was working in or even future IP as some of it seems to be worded without time constraints. But take all that with a grain of salt, no legal background.

The sale of the business is predicated on all former employees signing the deed.

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They laid you off. You owe nothing to either party. You should not sign the contract. If you must sign it, you have to have a qualified IP attorney do a contract review. A qualified IP attorney is expensive. A contract review of this nature should cost you a few hundred an hour. It won't be done by your family attorney, and probably not by an attorney in your town unless you live in a major metro area that is an IP hotbed.

You should feel free to draft alternative language that you are comfortable signing. It's then up to the lawyers and bankers in the deal to figure out if that's good enough for them.

What they're trying to guard against is an Oculus Rift type situation. You signing a clear statement of "mordrax has no further interest in any IP that's part of this deal" is probably good enough for them. You don't have to sign exactly what they put in front of you, especially if you can't understand it.

This is all risk for you... why would you take on that risk with no compensation for an employer that fired you?

Some times it can behoove one to keep a relationship amicable and not be hostile or hold a grudge.

There is something between doing it out of the goodness of your heart and milking them for all they're worth though. He could reasonably ask that they pay his legal fees and compensate him for his time dealing with this. (A couple hundred an hour, say, or whatever he feels is reasonable.) Then choose a good IP attorney to look over it. That's based on the fact that he says he's on good terms with the previous employer and would like to help them out.

This is the most reasonable solution and I hope the OP chooses it.

Don't feel pressured. Sounds like you're trying to do the right thing and should be worried about signing an agreement you don't understand.

If you're worried, get an attorney (who understands software IP) to read it. Get the company to reimburse you for the attorney fee (and maybe your time).

IANAL, but you sound like you're in the catbird seat. They need all formers to sign this, they laid you off, you have side projects and a life, and so why devote a thought to their needs? Charity?

Turn it around and tell them your needs: you don't want to lose rights to your own work. Leave at that at first, and see if they come back with anything, such as a list of the specific works they want you to disclaim prior to their acquisition.

You get the open end, not them.

And charge them for laying you off, I assume you don't have equity that will act as any kind of redemption in the sale.

I would refuse to sign without hiring an attorney to review it. That will cost you something but at least you will know what you are signing.

How about this? Say you're more than happy to consider signing it, but the company will need to reimburse you for reasonable lawyer fees so you can hire a lawyer to review the proposed assignment.

IANAL, but I suspect a key detail here is that you are hiring the lawyer, no your former employer, because that's crucial to having the attorney bound to represent your interests.

But again, IANAL, so I could be totally wrong.

Typically these are signed upon employment, not after you've left employment. But the reason they are usually signed then is specifically to avoid the situation the seller is now in, so it's reasonable for them to want this.

The usual way to deal with side projects is to specifically list the things you own and want to protect that should not be included. This is often a very small set of identifiable things. If you're worried this might be an overly broad set, then you can go the other way and try and list all the work you did while there. They will then need someone to review it to make sure that's everything they need, and then the buyer will need to review it to make sure that's everything they want. If this is an asset transfer, they will also need to make another list which is the things they are specifically not buying. So you make things more complicated doing it that way, but it's certainly your right to do that since they don't have an agreement with you already. Their fault for not giving you something when you started.

Have your lawyer review it. $200 at most.

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