Hack4Detroit's indemnification clause
backupfreak.com
backupfreak.com
(1) Say, "My employer prohibits me from signing any legal documents related to intellectual creations. You'll have to run it past their legal team. It'll take 1-2 weeks." That's mostly true(!) depending on the provisions of your employment agreement, and it's usually enough to get them to back down.
(2) Go to the signature page and write in legible penmanship: "I do not agree to these terms" (and that is all). Often the administering party has no leeway and just needs to be able to say, "I saw them write something."
If all else fails: You have to be willing to walk away. And if you do decide to sign: Retain a copy!
Anyway, that's pretty shady and should not be tolerated.
Granting a perpetual and royalty-free license is very common as can be seen in the Apache Individual Contributor License Agreement: https://www.apache.org/licenses/icla.txt
The Apache ICLA states that you still own the copyright of the software and can do what you want with it, they only license it from you and can then use it for the purposes stated in the agreement. It does require you to mention all the patents that you might infringe on, but only if you are aware of them. Otherwise you're pretty much in the clear.
I wouldn't have signed the document mentioned in the article, I think you made the right move.
Thanks for your affirmation, I was feeling like a dummy being the only one that decided not to sign.
Paying to make software for someone else seems entirely unreasonable and in bad taste in the organizers part.
Under these circumstances, it would be appropriate to submit an invoice for a refund of the registration fee (which I assume was pre-paid), reimbursement for your travel costs, and time paid for the amount wasted on reading their contract.
Fair enough. But this contract and the whole registration procedure itself promotes litigious atmosphere in the first place, so my opinion is it would be not only "reasonable" (it would probably be easier to forgive that $20 and travel costs) — it would be the right thing to do.
> The next thing we will see in such contracts is something like 'under no circumstances are participant's costs associated with event refundable, including but not limited to registration fees, travel costs, bla bla bla.'
This misses the point entirely.
Presenting a contract after the purchase is not acceptable, period. You do not have to agree to anything after the point of sale, and the vendor cannot make the use of your purchase conditional on any such agreement. If they expect any contract to be valid in court it must be presented before sale, full stop.
For more information please see First Sale Doctrine.
Details here: https://www.philipithomas.com/stl-hackathon-canceled-after-s...
This is out of control!
$20, exclusive IP ownership, indemnification, etc
and the participant gets:
to do work (and one person gets $5k, and two people get gift cards)
Where's the quid pro quo? Seems like there's no consideration for one side.
Edit: the contract says that providing a place to work (which will be done at their direction, supervision, and for their sole benefit) and the 3 prizes are the only things they'll provide. Is that enough for this to be considered a fair/enforceable contract?
That indemnification clause is utterly ridiculous in this context. Our company works with a lot of governments, and indemnification clauses of this type are extremely common any time there is software involved. What's crazy about this circumstance is that the participants aren't contractors writing code for the city... Or are they? Based on the indemnification requirement, it seems that's how the city views it.
It appears un-enforcable to me (IANAL, but I do deal with this shit a lot). However, just because a contract can't be enforced doesn't mean it won't cause you trouble. I'd walk before I signed a contract like this at a hackathon. No "chance" at a prize is worth this kind of exposure.
No matter how the city of Detroit wants to spin their terms contract, they owe the people who decline to sign it a refund on their entry fee.
I'm pretty sure the author reversed "reasonable" and "unreasonable" from what he intended.
Also, IANAL, but I'm also pretty sure this contract would not be enforceable because of the way it was presented. There would be a very strong argument that the participants were coerced into signing.
I think you're right that author has his thinking switched here. I also observe that he didn't make a mistake in translating his thoughts to a blog post. But it's clear to me that the whole contract is a problem.
As you and others have mentioned, it does make more sense to maintain IP ownership and grant a license to the City of Detroit. That'd be a hackathon I want to be in. :)
That surprises me. IP transfer means you would no longer be able to use your own code without their permission. That would be a show-stopper for me.
I guess this really highlights the problem with the whole bureaucracy in general, and that contract in particular. You know what "IP transfer" means. OP doesn't. And, I'm convinced, he doesn't have to. He is not a lawyer, he knows other things, that lawyers do no know. Cheers to you for knowing both lisp and law, but I really cannot judge OP for the fact he knows only lisp. I believe it's not him, who is guilty, but the system, where every harmless lisper can be forced into signing contract he doesn't understand because of the fact he wanted to do something good for the society (and paid 20 bucks for that, by the way).
That's another reason this contract would probably be invalid: no consideration.
http://www.nolo.com/legal-encyclopedia/consideration-every-c...
And even if nothing bad will actually happen — which might be true in this case, but not in general — you can say that moral damage is already received. And nobody will ever pay him for that, because, guess what, he is a harmless lisper and not somebody, who tries to sue everybody he sees for the moral damage.
Is this sort of legalese normal in the US for hackathons?
It's crazy.
He sent me a contract that stated I had to provide unlimited warranty on any software I wrote for 3 years after the date of the last payment. I kindly told him I was no longer interested. He told that was his 'standard contract' and had 'never looked at it anyways'. Six months later I was still getting emails from him about once a week asking me when I'd be able to begin work.
Usually, the costs are covered by sponsors, and I can't find any indication that there were sponsors for this event.
EDIT: Comment is incorrect; there were sponsors, see child comment.
Here is the event detail. http://www.automationalley.com/Events/Calendar/Event-Detail....
I've always been very, very careful about reading contracts, and it's worked out quite well for me. There are online services I will not sign up for because the terms overreach.