That is a good question. I feel most companies do it out of habit (or because everyone else is doing it) and few have stopped to ask themselves whether the literature in the contract makes sense or not.
That was the case at the last company I worked for, management was cargo culting a lot of things because "successful companies do it". So we had these contracts to sign, the "if you're not the recipient of this email.." footers, absurd job titles, and the list goes on. Seeing Agile come in was a farce at best.
>That is a good question. I feel most companies do it out of habit (or because everyone else is doing it) and few have stopped to ask themselves whether the literature in the contract makes sense or not.
I agree. I encourage everyone to "mark" their contracts, even if they sign them in the end. I did it on my most recent contract, red pen and all. Read through the whole thing, circled bits and pieces that seemed wrong, or overly burdensome.
The message was basically "I am going to sign this, but if I was to reject it, it would be because of /this/ line exactly". It's actually important feedback for the people writing these contracts. Lawyers may not understand the value that side projects have to developers. Remember that law isn't a profession where a side-project could suddenly turn into a fortune.
My HR people really warmed to this kind of feedback, and I believe a few clauses were tweaked based on it in newer contracts, even if it didn't make it to me. Give it a try when signing for new jobs. If your HR people get snotty at you for it, you probably don't want to work there anyway.
Good to know. Is it enforced rigorously within Amazon? Specifically the attention and effort aspect. Do Amazon employees really have to get written permission from Amazon to work on side projects that might make money?
You should assume that it will be enforced. Signing a contract on the assumption that certain clauses might not be enforced is a mugs game.
Bearing in mind that amazon has a reputation as a shitty employer, I personally would make desired revisions to the contract, hand it back to them and say "this is what I want, let's negotiate".
If they insist on the boilerplate version of the contract, and cannot be persuaded to alter even small details to make you more comfortable, then you should nope the fuck out of there (unless you have no other financial option, in which case take it and immediately start searching for a bullying-free workplace. Don't forget to tell them on the way out why you chose to bail).
>Usually, ignoring them is easier than negotiating the contract.
You're mistaken. If the other party to the contract doesn't believe you, they may enforce the clause anyway, and then you'll have to pay for a lawyer to go and get it unenforced.
Particularly if the clause was related to something time sensitive (e.g. something to do with shares, or something that prevented you from launching a product at the right moment), the court will not reward you for the opportunity value lost.
If the clause is not legal, you should address that /before signing/ and have it removed from the contract. Doing otherwise on the assumption that the clause is unenforceable is arrogant and puts way too much faith in your local judicial system. It probably won't bite you in the arse, but it's one of those "if you do shoot yourself in the foot, you're gonna blow your whole damn leg off, not just the foot" situations.
Partially agree. For sure: Don't fuck with shares or anything important that might blow your leg off.
I'm talking of minor things. Like the classic non compete "You can't work in <x> domain for 1 year after you leave <company>". It's illegal and invalid at the place I was when I signed that contract (safe advice: don't generalize). Every one knows it's not valid.
If the company wants to enforce it, they also have to take lawyers and risk their reputations. Then it will go to trial, where the judge will pick up the exact same case for 10 years ago that defined 1) that clause is invalid 2) company loose the trial and can't appeal 3) exact figures for damages and payback.
None of the 100+ employee (or 1000+) companies I've worked at have had such a strongly worded clause in the contracts they offered. There's usually something about how anything built using company equipment is theirs, but saying all "productive time" must be used towards Amazon is pretty ambiguous and rather broad in my opinion.
I work in both the executive and IC sides, and no, the "ATTENTION AND EFFORT" clause is not standard, at least, not that I've seen. Typically at most you'll see no-moonlighting clauses but I've never seen them phrased quite so repugnantly as they have been here - after reading the blog post about Japanese salarymen in particular it makes me throw up in my mouth a little. I'll never sign anything that says "Employee will devote Employee’s entire productive time, ability, attention, and effort to furthering <company's> best interests". That's bullshit, and no, not common.
Not at Apple as far as I've last heard (5 years ago). I know we're talking about Amazon here, but mentioning this because it surprised me how much of a cult Apple seems like internally.
If you think you'll be working on something of your own, turn off the offer and tell them why. Better, negotiate a different agreement now. That's a standard contract but they might not care leaving you some margin to pursue your own business.
Are you sure "non-competes are unenforceable in California" generally refers to a different form where you agree to not work for competitors after stopping employment at a given company. If you use company equipment or company time, your work is subject to assignment to the company; I don't know how enforceable the clauses about competing fields with the company are, but usually there's a form to declare when you join (claim widely).
I should have been more specific. I was talking about the California law that more or less states that whenever you do work on your own equipment and time off, it's yours and not your employer's.
I think you may be misreading the section regarding projects that you develop on your own time with your own equipment (unless I'm misreading it, which is also very possible):
> "Any provision in this Agreement requiring Employee to assign rights in Inventions does not and will not apply to any Invention for which no equipment, supplies, facilities, or trade secret information of Employer was used and that was developed entirely on Employee’s own time, unless (a) the Invention relates (i) directly to the business of Employer, or (ii) to Employer’s actual or demonstrably anticipated research or development"
Note the operative phrase: _does not and will not apply to any Invention..._
However it follows up by saying unless it relates to the employers research or development. My concern is that since Amazon is such a large company the size of their field of anticipated research and development is so large they can probably claim just about anything I came up with on my own time.
Working at Amazon is an extremely intense and consuming experience, but it is also a unique opportunity to learn how to operate software at the highest scale. While there I suggest you focus on learning as much from your day job as possible and do not obsess about your potential side projects in the interim.
That's definitely a reasonable way of looking at it. I expect that if I enjoy the work and am absorbed in it as much as I'd expect probably wouldn't work on new side projects that much, but I do already have existing open source projects and side projects, and I'm worried about that.
I know this doesn't apply to you, but thought others would find it interesting: in the U.K. the employer owns the rights to your inventions during employment, per the Employment Act, unless explicitly written otherwise.
You present it as take it or leave it, other option if you lean towards "leave it" is to ask for an addendum that restricts there rights. Could be as simple as any disputes going to independent tribunal and notification of own projects required rather than permission. Amazon acknowledgement of current project / self employment.
If nothing else, you can always come back with "I have outside projects and I'll need a blanket exemption for projects that I started on before working at Amazon."
This is standard but it requires more scrutiny. Contracts are intended to be a two-way agreement, not a way to manipulate you into giving up your IP rights for the sake of employment.
I'd say push back and bring up the fact that you have existing side projects. You could feasibly get an exception if Amazon is a decent company.
(Disclaimer: I am an attorney, non-practicing; this is not legal advice.)
An "assignment of invention" section has been in every employment agreement at every technology company I've ever worked at. It's about as boilerplate as it gets.
However, as noted in the language, it doesn't apply to anything you've worked on, on your own time, with your own equipment. The key here is that anything you want to claim as your own, you can't work on it in their offices or facilities, and you can't use their equipment. So use only your own personal computer to work on it, at home (or at least outside their offices), and never touch your work with any company-provided assets. This includes commenting on it, answering emails about it, etc.
As noted in there, they do give you the opportunity to list all the inventions you've worked on prior to employment, so they can't make a claim on them.
As for the other clause, about not carrying on any other work, I'd consult an attorney in your state. In California, for instance, they're almost totally unenforceable. Elsewhere, I'm not sure it's enforceable if your other work doesn't compete with that of your employer in any substantial way.
Courts care about facts. And cases don't get to court unless you've really angered your employer in some way, or you've made so much money with your side business that they have a financial reason to try to get a piece of it.
Finally, at a large company like Amazon, unless you're a C-level executive, they're not going to negotiate on employment terms. So you'll probably have to take it or leave it.
What about the "unless (a) the Invention relates (i) directly to the business of Employer, or (ii) to Employer’s actual or demonstrably anticipated research or development" caveat to the "on own time" section. That seems to be worded in a way that if I wrote some software for a retail shop they might be able to come after it for example.
The hypothetical you're presenting is too vague for me to proffer an opinion, and I can't anyway, since I'm not your lawyer. :-)
But like I said, it's really about the circumstances and not about the bare language. People work on side projects all the time, even when they are subject to an employment agreement like the one at issue here, and you rarely hear about litigation that results from it.
Consider why. Just because you have the right to enforce an agreement doesn't mean you have the obligation to do it. Most of the time, these side projects are just not important or substantial enough to matter. No (former) employer is going to sic costly lawyers after a (former) employee because they wrote something that doesn't present a substantial threat to their business. It's just too expensive, and too distracting.
As not-legal advice, how would this work if you use your own equipment to perform work for your company and also for your own personal work?
For example, if you have your own ESX server with a lot of resources that you use to host virtual machines. Some virtual machines you use to test your company's product when it's more convenient than using a cloud, and other virtual machines you use for your own side-project.
Is it dangerous to combine the two in that fashion?
I'm very curious about this as well - if you do salary work on a personal resources, does it give your employer any extra claim on personal projects created using the same resources (assuming the personal projects were done on personal time)?
Bonus question: if you're salaried and on-call 24/7, does any time qualify as "personal time"/"off-the-clock"?
Also I work at Amazon. I don't know if they would ever be active in pursuing the deals of my contract, but I decided to receive permission to do an external hackathon and I'm not sure how they'd feel about me doing a side project for money. The contract is certainly enough to make me think twice.
Best of luck. Happy to answer more amazon q's if you reach out
I've worked at Microsoft, Amazon, and several other places. These clauses are pretty standard. I'd say it would be unusual to find a place that doesn't make you sign these (or similar) clauses. My experience has been that it mostly depends on your relationship with your boss. If you're a strong performer and your side interests don't interfere or compete with the company, you're "usually" fine. That's not a guarantee: it's just the odds.
Your location of employment also matters. I assume you're planning to work in Seattle, and unfortunately Washington is company-friendly when it comes to worker rights. California is usually more worker-friendly.
If you're planning on working on AWS, you're probably going to have little free time. Don't fret this legalese if you plan on dabbling in open source or write games on your free time. However if you're probably going to run into problems than other than just legal ones if you're planning on creating a business on the side: amazon usually demands too much to leave you with much free time.
I would argue that just because it is standard doesn't mean it should be. I think the original poster is right in being concerned, even if it's typically not enforced
This is standard and included in any large company's employment contract. They can't afford not to have it as some sort of fear inducing defense. Accept the offer. Then send a written request to your HR contact for permission to continue working on your current side projects that make money and don't directly compete with Amazon. You will most likely get it. Cross other bridges when you reach them.
Most companies rarely pursue this unless and only do it for very senior folks involved in ground breaking future strategy. As an example, Amazon didn't go after Instacart. Google hasn't gone after their self-driving folks that defected, and I bet they had similar agreements.
Truth be told I'm really uncomfortable with the idea of having to get written permission to work on a weekend side project that makes money. I already have side projects that make money, and I have ideas for more.
That will have to stop, and if you don't want to stop it then you should try to negotiate an addendum to the agreement for you that allows it. If they refuse you have your answer.
I think that there is definitely a culture problem in a lot of the retail-side of Amazon, but in my experience AWS has treated its people very well. I work at AWS and work a standard 40 hour week, have had a great experience, and Google refused to match my compensation.
While the clauses are standard, it doesn't mean they're required. If you're passionate about something, push for a change. I've gotten the "no side gigs" clause changed a number of times.
Just a simple rephrasing of "will devote Employee’s entire productive time" to "will devote a substantial majority of Employee’s productive time" can give you flexibility.
The assignment of invention disclaimer is straight out of Washington state law [http://app.leg.wa.gov/rcw/default.aspx?cite=49.44.140]. They're required to put it in their employee agreement, but basically anything done on your own time on your own equipment is yours, by law. You don't need permission to reserve those rights.
The moonlighting, on the other hand, where you make money on your side projects, is not protected by Washington state law (California is much more friendly to that). If what you're doing is not a conflict on interest, you'll still have to negotiate it. If it is a conflict of interest, forget it.
Finally, you're about to sign a contract for hundreds of thousands of dollars and a good chunk of your waking hours. Consulting an employment lawyer is relatively cheap by comparison. They'll be able to fill you in on your rights under the law, what's standard in the contract, what's not standard, what's just plain unenforceable, and what you'll have to negotiate to protect the side projects you care about.
I left Amazon a couple weeks ago to join a start-up. One of the reasons I did so was because I was tired of being tied down by Amazon's non-compete agreement.
When you work for Amazon, you can't contribute to open-source. Basically, you can't contribute anything unless it gives Amazon an advantage of some kind (fix a bug in the Linux kernel that's causing AWS issues, for example) or if it will somehow be impossible for the project to ever be used by a competitor to gain an advantage. There's lots of progress being made internally to try to open that up, but after 5 years I never met or heard of an employee who had been given permission to contribute to an open source project.
You also can't have personal projects if you ever plan to share them. I asked permission a couple times to do a side project on my own time, with my own hardware. The first time, legal flat out told me 'no' because Amazon also was involved in that industry- the industry in question being 'machine learning'. The second time, they wouldn't say 'yes' or 'no', they just directed me to the non-compete agreement and told me to 'follow whatever it says'. IE: do what you want, but we reserve the right to sue you.
I wound up doing some side projects that were purely Amazon-internal[0]. It got boring.
All that said, I loved my time at Amazon. I worked with great people, had some crazy times (Amazon Fulfillment is a crazy, fun business), and learned so damn much. If this start-up doesn't work out I may even try to go back. It's a place that has problems, but it's not a bad place- if you don't care about the non-compete stuff.
[0]If you work at Amazon, I wrote 'RediFork' over a couple of dull weekends when I was an SDE1.
I guess our experiences were different. I definitely applied, and was definitely shot down. Guess it depends on what you want to do? Or maybe they loosened up over time.
When they stopped saying 'no' and just saying 'here's the non-compete doc, you figure out if it's allowed or not', I just stopped trying.
On the bright side- hey look, you're a person who actually got permission! I can no longer say I've never met someone given permission.
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[ 3.7 ms ] story [ 128 ms ] threadThis kind of clause has been part of every offer letter I've ever received from a company with >100 employees
That was the case at the last company I worked for, management was cargo culting a lot of things because "successful companies do it". So we had these contracts to sign, the "if you're not the recipient of this email.." footers, absurd job titles, and the list goes on. Seeing Agile come in was a farce at best.
I agree. I encourage everyone to "mark" their contracts, even if they sign them in the end. I did it on my most recent contract, red pen and all. Read through the whole thing, circled bits and pieces that seemed wrong, or overly burdensome.
The message was basically "I am going to sign this, but if I was to reject it, it would be because of /this/ line exactly". It's actually important feedback for the people writing these contracts. Lawyers may not understand the value that side projects have to developers. Remember that law isn't a profession where a side-project could suddenly turn into a fortune.
My HR people really warmed to this kind of feedback, and I believe a few clauses were tweaked based on it in newer contracts, even if it didn't make it to me. Give it a try when signing for new jobs. If your HR people get snotty at you for it, you probably don't want to work there anyway.
Bearing in mind that amazon has a reputation as a shitty employer, I personally would make desired revisions to the contract, hand it back to them and say "this is what I want, let's negotiate".
If they insist on the boilerplate version of the contract, and cannot be persuaded to alter even small details to make you more comfortable, then you should nope the fuck out of there (unless you have no other financial option, in which case take it and immediately start searching for a bullying-free workplace. Don't forget to tell them on the way out why you chose to bail).
I do that all the time.
Where I come from, there are plenty of standard clauses put in every contracts, which are 100% guaranteed illegal and not enforceable.
Usually, ignoring them is easier than negotiating the contract.
You're mistaken. If the other party to the contract doesn't believe you, they may enforce the clause anyway, and then you'll have to pay for a lawyer to go and get it unenforced.
Particularly if the clause was related to something time sensitive (e.g. something to do with shares, or something that prevented you from launching a product at the right moment), the court will not reward you for the opportunity value lost.
If the clause is not legal, you should address that /before signing/ and have it removed from the contract. Doing otherwise on the assumption that the clause is unenforceable is arrogant and puts way too much faith in your local judicial system. It probably won't bite you in the arse, but it's one of those "if you do shoot yourself in the foot, you're gonna blow your whole damn leg off, not just the foot" situations.
I'm talking of minor things. Like the classic non compete "You can't work in <x> domain for 1 year after you leave <company>". It's illegal and invalid at the place I was when I signed that contract (safe advice: don't generalize). Every one knows it's not valid.
If the company wants to enforce it, they also have to take lawyers and risk their reputations. Then it will go to trial, where the judge will pick up the exact same case for 10 years ago that defined 1) that clause is invalid 2) company loose the trial and can't appeal 3) exact figures for damages and payback.
You'll find many such cases online regarding Amazon.
That's a disclosure. (But don't feel bad - even the attorney up top go that bit wrong!)
> "Any provision in this Agreement requiring Employee to assign rights in Inventions does not and will not apply to any Invention for which no equipment, supplies, facilities, or trade secret information of Employer was used and that was developed entirely on Employee’s own time, unless (a) the Invention relates (i) directly to the business of Employer, or (ii) to Employer’s actual or demonstrably anticipated research or development"
Note the operative phrase: _does not and will not apply to any Invention..._
Feel free to email me if you want to chat more about my own experiences on AWS
If nothing else, you can always come back with "I have outside projects and I'll need a blanket exemption for projects that I started on before working at Amazon."
I'd say push back and bring up the fact that you have existing side projects. You could feasibly get an exception if Amazon is a decent company.
An "assignment of invention" section has been in every employment agreement at every technology company I've ever worked at. It's about as boilerplate as it gets.
However, as noted in the language, it doesn't apply to anything you've worked on, on your own time, with your own equipment. The key here is that anything you want to claim as your own, you can't work on it in their offices or facilities, and you can't use their equipment. So use only your own personal computer to work on it, at home (or at least outside their offices), and never touch your work with any company-provided assets. This includes commenting on it, answering emails about it, etc.
As noted in there, they do give you the opportunity to list all the inventions you've worked on prior to employment, so they can't make a claim on them.
As for the other clause, about not carrying on any other work, I'd consult an attorney in your state. In California, for instance, they're almost totally unenforceable. Elsewhere, I'm not sure it's enforceable if your other work doesn't compete with that of your employer in any substantial way.
Courts care about facts. And cases don't get to court unless you've really angered your employer in some way, or you've made so much money with your side business that they have a financial reason to try to get a piece of it.
Finally, at a large company like Amazon, unless you're a C-level executive, they're not going to negotiate on employment terms. So you'll probably have to take it or leave it.
But like I said, it's really about the circumstances and not about the bare language. People work on side projects all the time, even when they are subject to an employment agreement like the one at issue here, and you rarely hear about litigation that results from it.
Consider why. Just because you have the right to enforce an agreement doesn't mean you have the obligation to do it. Most of the time, these side projects are just not important or substantial enough to matter. No (former) employer is going to sic costly lawyers after a (former) employee because they wrote something that doesn't present a substantial threat to their business. It's just too expensive, and too distracting.
For example, if you have your own ESX server with a lot of resources that you use to host virtual machines. Some virtual machines you use to test your company's product when it's more convenient than using a cloud, and other virtual machines you use for your own side-project.
Is it dangerous to combine the two in that fashion?
Bonus question: if you're salaried and on-call 24/7, does any time qualify as "personal time"/"off-the-clock"?
(Edit: clarification)
This was a nice article about this topic posted here a few weeks ago
Best of luck. Happy to answer more amazon q's if you reach out
Most companies rarely pursue this unless and only do it for very senior folks involved in ground breaking future strategy. As an example, Amazon didn't go after Instacart. Google hasn't gone after their self-driving folks that defected, and I bet they had similar agreements.
Truth be told I'm really uncomfortable with the idea of having to get written permission to work on a weekend side project that makes money. I already have side projects that make money, and I have ideas for more.
That will have to stop, and if you don't want to stop it then you should try to negotiate an addendum to the agreement for you that allows it. If they refuse you have your answer.
Or
2) take Amazon gig and make your side projects free and just work on them for fun
While the clauses are standard, it doesn't mean they're required. If you're passionate about something, push for a change. I've gotten the "no side gigs" clause changed a number of times.
Just a simple rephrasing of "will devote Employee’s entire productive time" to "will devote a substantial majority of Employee’s productive time" can give you flexibility.
The moonlighting, on the other hand, where you make money on your side projects, is not protected by Washington state law (California is much more friendly to that). If what you're doing is not a conflict on interest, you'll still have to negotiate it. If it is a conflict of interest, forget it.
Finally, you're about to sign a contract for hundreds of thousands of dollars and a good chunk of your waking hours. Consulting an employment lawyer is relatively cheap by comparison. They'll be able to fill you in on your rights under the law, what's standard in the contract, what's not standard, what's just plain unenforceable, and what you'll have to negotiate to protect the side projects you care about.
When you work for Amazon, you can't contribute to open-source. Basically, you can't contribute anything unless it gives Amazon an advantage of some kind (fix a bug in the Linux kernel that's causing AWS issues, for example) or if it will somehow be impossible for the project to ever be used by a competitor to gain an advantage. There's lots of progress being made internally to try to open that up, but after 5 years I never met or heard of an employee who had been given permission to contribute to an open source project.
You also can't have personal projects if you ever plan to share them. I asked permission a couple times to do a side project on my own time, with my own hardware. The first time, legal flat out told me 'no' because Amazon also was involved in that industry- the industry in question being 'machine learning'. The second time, they wouldn't say 'yes' or 'no', they just directed me to the non-compete agreement and told me to 'follow whatever it says'. IE: do what you want, but we reserve the right to sue you.
I wound up doing some side projects that were purely Amazon-internal[0]. It got boring.
All that said, I loved my time at Amazon. I worked with great people, had some crazy times (Amazon Fulfillment is a crazy, fun business), and learned so damn much. If this start-up doesn't work out I may even try to go back. It's a place that has problems, but it's not a bad place- if you don't care about the non-compete stuff.
[0]If you work at Amazon, I wrote 'RediFork' over a couple of dull weekends when I was an SDE1.
Not in my experience. I've never been denied an open-source participation request.
> You also can't have personal projects if you ever plan to share them.
Also not my experience. I have plenty of side projects and every one of them has been approved.
P.S. Thanks for RediFork!
When they stopped saying 'no' and just saying 'here's the non-compete doc, you figure out if it's allowed or not', I just stopped trying.
On the bright side- hey look, you're a person who actually got permission! I can no longer say I've never met someone given permission.