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Comment by cassianoleal | Hacker News Reader

Many years ago I had a job offer at Badoo in the UK. After many rounds of going back-and-forth with the contract, me trying to better understand certain clauses, them going back to the lawyers, etc. I told them I'd be happy to sign if they removed the caluses that stated pretty much anything I created on or off hours belonged to them.

They went back to the lawyers and came back to me saying that this is not the first time this has been brought up, that the contract was standard across the org and was originally written for managerial types and C-suites, and that the company had never even considered taking over an employee's off-hours work, open source or otherwise.

I said good, then it should not be a problem to remove the clause. They said they would have another discussion and would really like it for me to join. I said great, then once you issue me a contract with that clause I'll be happy to join, assuming I hadn't found something else.

They never came back to me. For years I wondered if anything had actually changed. Reading this tweet I'm glad I declined.

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To add an anecdote: on my last job search I got offers from two different but very similar companies (both around ~200 people).

I got one first, read through the contract, saw the standard clause about owning your whole life. I told them it was a deal-breaker if we couldn't get it changed. I got the standard response "oh we never act on that, lots of people here have side-projects", etc. I told them if that was the policy, it needed to be in writing. They escalated internally, talked with legal, etc, but the decision-makers ultimately wouldn't budge. I walked away, and told them in very plain terms that their legal department was responsible for how things turned out.

Shortly afterward I started the process with the second company. Got to the end, saw the clause, told them it was a deal-breaker. Discussed it on multiple calls with different people, eventually the CTO himself who was still reluctant to change it but was sympathetic. Eventually they were able to come back with a contract where that entire section was cut out. I took the offer and it's been a great job so far.

I guess what I'm saying is: hold out. Make a stink about these draconian contracts, and you'll eventually get through and find someone willing to be reasonable. Who knows, if enough people draw a line in the sand maybe it'll become a big enough roadblock that they'll stop putting it in the "standard" contracts.

Thank you for sharing those anecdotes. Holding out seems like the right thing to do, game theory wise. Plus, it just feels right to me.

P.S. I really enjoyed your website. I'm a type 1 and 3 mix myself :)

Thank you! :)

Thirded, I would never knowingly work for a company with a clause like that. Whenever I see it, I strike it out and return the signed contract. Usually it's easier for them to just sign and get it over with than to go into a whole thing with legal.

This is startups, though. YMMV with big companies. Still, no way I'd accept them owning my considerable volume of (FOSS) side-projects.

I applied for a job as a network engineer with a (then large) UK ISP that had a "we will own all your IP", managed to negotiate that to "I keep anything done on my kit, on my time" (which is fair, I think). Then the ISP was acquired, we were promised that all extra contract negotiations would be honoured, but it seems my contract amendment was in one of a few boxes that somehow did not make it across.

Cue an exciting month or two when I technically had no contract, as the previous workplace no longer existed as a legal entity, but the new workplace had failed to come up with one having equivalent terms and conditions.

ETA: By "all IP", I literally mean "all IP", as it was worded, the company laid claim to even fiction. May have been challengable in court for over-reaching, but I felt much better renegotiating it to terms taht were more liveable-with.

Yes this was how the original contracts (and amendments) were in my original anecdotes. The purview over my non-tech projects was actually more disturbing to me than the tech projects. Creativity is a vital part of my life; I cannot be alive when it has a pall cast over it 24/7.

I totally agree, but in the age of DocuSign, how do you modify a document, sign it, and send it back? I often feel like I'm stuck waiting for the other party to modify the document first so I can sign.

I mentioned in another comment, I download the PDF, edit it, DocuSign it and send them a request to countersign.

I work at a startup that had a similar clause. During hiring, I asked them to add some language that it was specific only to work that is competing in nature with the core business. CEO was happy to oblige. No issues with me doing side projects so far. It has been 4+ years. Big companies probably suck harder though.

Yeah, I did work at one tiny startup previously and the CEO there also happily obliged

This nonsense seems rife.

A few years ago, my co. was acquired, and they wanted to change our contracts.

New contract had a clause: You cannot do any work - paid or unpaid - without the companies' express permission.

So, like, I can't fire the starting gun at the village 3-legged race without your say-so ?

Cue the usual "oh it's standard we never enforce it" BS. Entire team refused to sign. Eventually it got struck.

They similarly wanted to wheedle in 24/7 support rota into my contract. I simply crossed it out (annotated with a witness signature in the margin) and returned. Never heard about it again.

I had a similar situation with my current job, but with a happy ending. The contract was "standard" but others who also read it thoroughly had the same issue with broad, overreaching clauses that essentially attempt to claim complete IP ownership of everything the employee ever touched. The directors were very reasonable and understood my concerns, we eventually managed to remove or reword all of the offending parts.

The origins of these clauses appeared to be entirely from third party lawyers, probably derived from some boilerplate contract. I presume their priority is to maximise legal "protection" for the company at all cost... even if it drives employees away, so it's not necessarily something the company explicitly asked for. Whether or not you are able to push back against them probably has more to do with the company culture and whether the leaders or hiring managers are sympathetic to developers and how the FOSS world really works.

I think this is probably true for most small companies, that it's incidental and intended for protection... but obviously in this case Bumble seem to actively be exploiting these clauses for gain rather than protection.

in my first fulltime job in the US, i managed to not only have the offending clauses removed but also a clause added that guaranteed that all code i'd write for the company would be released under the GPL (as i was going to work on something FOSS related anyways)

with that clause ownership mattered less because i knew that i would be able to reuse any of my code under the GPL which was good enough for me.

Would you be willing to copy paste (redacted if needed) exactly what the "Intellectual Property Rights" section of your contract states right now? I would like to have it on hand to use as a "this is what others have and I want the same", concrete example.

Not OP, but here's the exact words from the contract:

>You will give the Company full written details of all Inventions and of all works embodying Intellectual Property Rights made wholly or partially by You at any time during the course of Your Employment (whether or not during working hours or using Company premises or resources) which relate to, or are reasonably capable of being used in, the business of the Company or any Group Company. You acknowledge that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works will automatically, on creation, vest in the Company absolutely. To the extent that they do not vest automatically, You hold them on trust for the Company. You agree to execute promptly all documents and to do all acts as may, in the opinion of the Company, be necessary to give effect to this clause 20.1.

This is great, Thank You!

"which relate to, or are reasonably capable of being used in, the business of the Company or any Group Company" sounds like a good phrasing to me, especially the "business" part of it as I interpret it to be the company simply wanting you to not build a competing product while employed there (a fair thing to have in a contract).

For reference, this is what my last contract had: https://news.ycombinator.com/item?id=24220800 (notably 13.4 (c))

How I see it, "whether or not during working hours or using Company premises or resources" is not problematic here as "or otherwise" was in my block of text since this only refers to the employer's "business" related IP, and not "everything" you create (if your personal work is a stock trading library and your employer sells a booking for dog haircuts SAAS, these won't collide).

Please be really careful about that kind of phrasing. If you work for a large organisation, it might be doing work on almost anything somewhere in the org and you might not even know that work exists. And yet now if your own project that is entirely unrelated to your own role and work for the employer can be linked to that other work you didn't even know about, your employer owns everything.

Of course, I wouldn't rely only on the employment contract. But this is a good start since this means you didn't sign a document stating "all you do belongs to us no matter what".

Personally, at the same time as signing the employment contract, I would create a list of projects I develop/contribute to outside of work with a description and links, and have them sign an acknowledgement these don't interfere with their "business" (and if they refuse to sign simply resign on the spot the same second), whether or not they use them already for business purposes or not, and an obligation for them to notify me if they ever start using one of my projects internally in the future.

Also, for open source projects I contribute too that the company uses I'd have a separate paper stating my role in them, and both of our expectation for contributions that are made during/outside of hours, again signed by both parties.

For FOSS projects that I own that the company wants to use, I'll have them clearly define my scope in them during employment, have them assign copyright ownership to me for any contribution they want upstreamed, and have every commit with their hashes reviewed and approved by a lead/manager.

But as far as I'm concerned, there is no point in doing any of this if the employment contract states they own all my IP, since the documents would contradict one another. That's why cleaning up the mess in the employment contract is such a big deal for me.

> as I interpret it

What matters is how a judge will interpret it, if it should become an issue.

It definitely matters how I interpret it as I'm one of the parties signing it.

The judge comes in when there is a disagreement on the interpretations, which means I have to state what makes my position stand and bring arguments. With a clause that states "the company owns all", I have no arguments I can come up with, but with the one in the post above, I can at least come up with the reson that "it falls outside that clause written here in the contract".

It might be, or not be enough, but at least I have one thing I can use to my advantage and not make a fool of myself in court.

> You will give the Company full written details of all ... works ... made wholly or partially by You at any time ... whether or not during working hours ... which relate to, or are reasonably capable of being used in, the business of the Company [...] all Intellectual Property Rights subsisting ... in all such Inventions and works will ... vest in the Company absolutely.

Was this intended as an example of a desirable version or an undesirable version of such a clause? I thought the poster you're replying to asked for a suggestion for something you might actually want to put in your contract, but your example seems to give the company exclusive rights to everything (unless it's not "capable of being used" by the company, but surely they could find some use for any piece of software if they want to).

That's not how I see it, the important part being "which relate to, or are reasonably capable of being used in, the business".

This part was missing from my old contracts.

As far as I understand it, this clause does not force you to even disclose projects you have that are completely unrelated to the company's business. Key word "business" here, not "company".

Example: your personal blog is not related to the fact that your employer develops and sells databases. So whatever code you write to develop/manage your blog won't be a "invention" the company needs to know about and own. This is in contrast to a contract that states "whether during our normal hours of business or otherwise, or at the premises or using our facilities or otherwise, for the whole term" like I used to have. Here the word business does not even refer to the company activity, but to the 9-6 schedule.

But I do understand ptx's confusion in this thread.

After reading through all the tweets and replies, especially this one https://twitter.com/_strlght/status/1467460142279143428 where @arkivanov replies they have the same clause in their contract, this one being 19.4, my belief is that there are other clauses besides this one (19.4.1.. or 19.5 onwards) that place even more restrictions.

I think we need to see the entire section 19 to be able to judge.

if the company later on decides to get into the blogging space and create something like Substack, doesn't this mean they will retroactively lay claim to your work?

Or does it only apply to the "business" at that time, not for future business?

It does not apply retroactively.

> That's not how I see it, the important part being "which relate to, or are reasonably capable of being used in, the business".

> Example: your personal blog is not related to the fact that your employer develops and sells databases.

Couldn't this be interpreted very broadly though? Like if you write your own web server, programming language, optimisation tool, build tool, CMS, CRM etc. they could likely find a use for these within their business.

True, reason why you don't stop at just the employment contract. You should also disclose existing projects to them and have them sign that your work outside of hours/facilities does not upset them.

Lawyers are negotiators and their job is to maximize the company profit and security. If one signs such an overraching contract it is their stupidity. It is not fair, but in a negotiation you are not supposed to be fair.

> their job is to maximize the company profit and security

This is a naive view imo. Legal counsel advises leadership and protects them when they eff up or otherwise go to far. Legal doesn’t run the business. I actually heard a particularly coarse, unsympathetic CEO say this in a townhall once. It is true though.

I think this is the naive take. Depending on company size and industry lawyers do have business input. There are man tech, and insurance, and finance companies that employ legal strategies to drive business. The big ones that come to mind would be Microsoft, Intel, and oracle.

> in a negotiation you are not supposed to be fair.

Civilization and its ways.. they come and go, I hear

I once did a consulting gig for a C-suite of a very, very large company, personally. Uncharacteristically I was a tiny bit awed by this guy. I asked him about dealing with his company's attorneys .. it was nothing specific, but I got the sense that the executive in front of me, could in fact change the results, even with those kind of lawyers and that business environment.

I was told once long ago that it is a leadership job to set the culture of the company, the way contracts are written and enforced is part of that. There is a very wide margin of behavior overall in the business world. Let's not rush to the worst of it here.

> but obviously in this case Bumble seem to actively be exploiting these clauses for gain rather than protection.

replying to myself because this is incorrect, as others have pointed out it seems to be in the grey area of previously open sourced work that derived from the company's IP... Which is not uncommon, i'm sure plenty of people here have open sourced small projects from their work with their employers permission... and there's the question, did this person have permission, if they did then Bumble is trying to "unopensource" a previous decision, if they didn't approve it then I guess the employee has broken their contract.

They may not have explicitly asked for any particular clause but when someone in the GC’s office of a company large enough to have a GC reaches out to outside counsel to have one of these agreements drafted the general tone and parameters are very much discussed. If the resulting contract is very one sided and anti-employee it’s because that’s what the company that paid for it to be drafted wanted. Don’t be fooled into thinking otherwise.

I agree that they are likely following the advice of 3rd party lawyers, but that absolutely does not let them off the hook. Legal documents just aren't that hard to understand, if the organization doesn't bother reading them or takes a maximalist approach that is absolutely their choice.

You shouldn't need to back and forth and have leverage to get a reasonable contract, the "standard contract" should be balanced. If they argue that it's the lawyers doing it and that oh no of course they would never use total ownership is a good starting point -- regardless of whether there's competition with their business or whether it's done on the clock -- they are going to keep using lawyers as an excuse to screw you over.

Yeah, companies need protection from some things but employees do too. It shouldn't take a state law to get employment contracts to be appropriate instead of simply "arguably legal".

Yeah the fact that this "dice roll" arbitrary precedent from old boilerplate and 3rd partly lawyers is so hard to displace indicates the weak position of labor in the labor market.

Sure, you can be a bit conspiratorial and say that this works out in the employers favor, helps suppress side projects that might become profitable, etc. etc. but I prefer the simple-stupid reading that the weaker part has trouble pushing back on inertia and the stronger party alike.

Keep in mind that this labour that's considered utself shortage, overpayed and somewhat 'elite'. Most devs thing standard issues of labour don't apply to them. Yet we can barely get a useless clause changed in a contract

Honestly my main hope is that junior devs of ten years ago have had to put up with this long enough that they're senior enough now to stick up for the direct reports they perhaps have now.

Of course, it's far more common to develop the attitude that if it was "standard" when they were junior and they turned out alright then surely it's fine. And for 99% of them it will have turned out fine.

I've repeatedly heard from older engineers that you shouldn't worry too much about what the contract says because [you're going to get it perfect so it won't come up, the customer in question would never, it's just standard language so you can ignore it, if you try to push back you just won't get the work] and while I understand the desire to ignore the problem and instead do the fun engineering this just seems ridiculous to me.

What I takeaway from this is that engineers, like any reasonable human, aren't interested in legal documents and have been trained over decades by companies to not care how abusive their contracts are, because they personally haven't been bitten.

"Sure, you hear about it from time to time but it'd never happen to me," is an unfortunate attitude for the only people senior enough to do anything about it. I wish I saw a better way out but it's hard not to empathize with someone who has been doing engineering for 40 years and has had to sign scores of employment agreements and just wants to build some stuff before they retire.

In general, The training of engineers profoundly lacks in instilling skepticism. Whatever snark / cynicism is popular in places like this has nothing to do with our formal training (for those of us that were formal trained).

This example is rightly absurd because if someone told me "don't worry about that code that will segfault, it's never actually called", I would naturally say "WTF this is unacceptable complacency". And yet the argument in both situations is damn near identical!

I think this no good at all, and when the humanities people bring up STEM credulousness, I am quite sympathetic.

Have to add my own anecdote to yours because this type of shifty behaviour is apparently common.

I was not hired as a developer, more like devops. But I ended up creating a lot of code. And through sheer principle I did it all open source. Created public repos of everything and then private branches for our internal Git.

Fast forward 7-8 years and we're using our parent orgs system to manage salary, vacation and stuff like that.

My manager wants me to approve something in this new system so I login and I'm greeted with a new employee contract.

The system says I have to sign this to proceed, and in this country we have digital identities so signing it would be as simple as taking out my mobile phone, starting an eID app, challenge, response, code, voilá signed.

Luckily I became very suspicious, downloaded the PDF version instead of signing it. Read it carefully, showed friends who are in the business.

Turns out it was the exact same clause, everything I create, on or off hours, belongs to parent org.

I simply refused to sign it and since I was already hired from a previous contract they removed the requirement from the system so I could proceed.

Now I believe this was a simple case of Hanlon's razor, but damn it would have caught a lot of less vigilant people.

And to be fair, I have nothing against keeping certain code private. If my employer tells me that a project cannot be open source then I will comply. But by default anything I write is open source unless anyone requests otherwise, or I consider it a bad idea due to some reason that is usually about security.

What kind of principle lets you open source code you created at your employer? Or are saying you were employed as DevOps but wrote lots of code in your free time?

Both kinda. There is nothing in my contract saying that what I create is owned by my employer. Likely because of mergers and because I wasn't hired for a developer role. If you're hired today the contract will absolutely say that they own everything.

And most of the stuff I write has a use outside of work, even if it's just for myself to learn something. So that's why in 90% of cases I start with making something open source and just use it at work.

So it's no different than me using someone elses open source code, it's just written by me, both on and off duty.

DevOps, Free Time?

Ehhhh? We spend our free time drinking and sleeping to forget the horror…

THE HORROR.

;)

This is something I dislike about the rise of DocuSign contracts: with paper, I can cross out clauses before signing and then the ball is in the other party’s court to decide if the result is acceptable. DocuSign makes this sort of flexibility much more difficult and is an implicit bias towards the employer’s side of negotiations.

However, in CA at least, these clauses are limited by law and, as long as your employer doesn’t work on everything, employees have fairly broad protections for side projects that don’t compete with their employer.

Agreed, it should have an "amend" feature. However, I download the PDF, edit it, sign and send to them to countersign. Then it favors me.

DocuSign actually let's you download documents to paper sign and reupload. You could do the same on DocuSign.

My experience from the other side of the fence is that this is pretty standard, i.e. nobody would really bother with changing the standard contract for one potential employee unless they were perceived as a crucial asset. The people who do the hiring, the ones who make the decisions and the ones who will work with you later - these are very different groups of people, with some (very temporary) overlap. The hiring ones, just like most people, prefer to avoid unnecessary problems and additional paperwork, and move on.

Mind you, if many people have the same attitude as you, the hiring people may actually make the change happen forcing the people in charge to approve a variant of the contract without that clause and offer it to the ones who complain but are otherwise excellent candidates. But this is not a quick and easy process.

I would. I'd actually view someone asking for this as a positive.

This was the first time I actually came across a clause of this type in an employment contract. I knew of their existence but had never found them in the wild.

I sincerely hope enough people refuse to sign those that it becomes a problem for companies.

When I go into an employment, I'm agreeing to rent a certain number of hours of my skills to the company's benefit. I'm not agreeing to give the company any kind of control of what I do or don't do outside of those hours. Mind you, I'm not saying I would _never_ sign such a clause, but that would be a lot more expensive. I would probably agree to it if I could work 3-5 years and retire comfortably.

We have the same problem with terms of service. Someone wants something (salary, product) and all that registers is “I can have it if I sign/accept”. The only way to fix these things would be for some sort of organization (union) to exist that puts pressure on the industry, or legal simplification/ground rules protecting generally people’s rights.

Not the only way. California and Washington have legal protections for employees. IP you create outside working hours, on your own hardware, and wholly unrelated to your job, is your own.

The question becomes what is wholly unrelated. If I'm hired to program, some might argue that any code I write is not wholly unrelated to my work.

Right, but the law is written better than my comment :)

https://law.justia.com/codes/california/2011/lab/division-3/...

I think the idea of wholly unrelated cannot be easily avoided, esp. with mega-corps of today that does everything. Imagine if you worked at microsoft - you would not be able to make a game in your off time, because microsoft owns a game studio too. You'd be hard-pressed to find something that is both software, but unrelated to microsoft.

The clause ought to be that your off-hours, personal work must not have a direct conflict of interest with your job.

> Mind you, if many people have the same attitude as you, the hiring people may actually make the change happen forcing the people in charge to approve a variant of the contract without that clause and offer it to the ones who complain but are otherwise excellent candidates. But this is not a quick and easy process.

I agree with the rest of your post, and I think this is the most important part: if enough people do it, than it's likely that a change will happen. If no one ever bothers to complain, nothing will ever change.

This is not a universal position. I have seen employers large and small change proposed contracts in reasonable ways when asked by individuals. Some of them see this as a positive because it demonstrates that they did negotiate reasonably and so they are not requiring a contract of adhesion.

I've had contracts amended on request, I don't think it's unusual or uncommon. Though I'm a data point of one :)

Honestly, my main complaint about this is that if you consider the types of people that would be willing to demand a contract amendment you can see that this kind of screws over junior employees and people who don't feel they have the social status to push back.

I've also had many contracts amended on request/insistence, but I have a lot of leverage. I shouldn't need a bunch of leverage to get obviously abusive clauses removed, a brand new graduate deserves to be subjected to it no more than I do.

> nobody would really bother with changing the standard contract for one potential employee

I have gotten through changes 2 times at the places I joined. I have simply told them I cant accept the agreement because of X.

Making some amendment to a employment contract is probably cheaper than skipping a hire the last second after several interviews.

In Dutch law it's actually by default the case that your employee can claim the ip of your work, if you want to prevent it you need to put the clause in, most people are not aware. Very disturbing.

I mean employer

It makes me wonder if there’s a way to put together a standard rider that overrides those clauses. Then it just becomes an exchange of paper to sign.

Yes, this is part of California law. I forget the url, but if you google for it, it is less than one page. You can just print it out and bring it with you and say “FAANG does this, and I expect it as well”

Could you (or anyone) please post it? I'm not even sure what phrase to Google for

California Labor Code section 2870

https://leginfo.legislature.ca.gov/faces/codes_displaySectio...

It's still vague. What about something created prior to one's employment that is directly applicable to the business. Do they automatically have claim over it? Can you not make any changes while with that employer?

This basically only protects employees of small businesses. The language makes it seem like anyone working at a FAANG definitely still can't invent anything.

I once took a job and on my first day they gave me an employment contract, one clause of which stated that I would grant the company rights to use my name, voice, and likeness "for marketing purposes".

I said hell to the no. I was prepared to walk out rather than sign that.

Thankfully they drew up another contract om the spot with that bit removed. Not so thankfully, they dropped me before I could actually prove myself (about 3 weeks) so I might've pissed someone off.

That sort of thing is routine if you speak at events etc. I don't recall ever seeing it in one of the few employment contracts I've seen but companies quite commonly use employee quotes/photos/etc. to put a face on the company and, whether or not it was in a contract, most employers would probably assume it was part of the job at some level.

I was once presented with such a contract; After returning them a redacted version of the contract with all the offending clauses and pointing out that it was both abusive and unenforceable (as I was working from a country where these clauses, while not completely uncommon, aren't legal), they still insisted. I did them a counter-offer; I calculated how much money it would cost them to own everything I would produce or think of during the contract, and even told them I would carry a recorder to record every dumb idea, plus a bag to collect all the poop, so they could have all their precious IP. It was a fun discussion.

This reminded me of this comment: https://news.ycombinator.com/item?id=25281438

It’s much easier when you can resist in numbers. I worked at a company that tried to get existing employees to sign a new contract like this abs we were all like naw. After multiple meetings and negotiations they scrapped it and narrowed it down to certain high level employees and sales.

Most tech companies in the US require for their employees to give their IP rights away. Apple has been known in to do this, but I remember reading about a Apple employee releasing a app he made under his S.O's account to bypass his agreement.

That “it’s standard wording” phrase is very … standard.

This is why you keep your off work hours.. work not related to your name or identity.

you wont get on hours removed - think about it

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