HN Explorer

NDA - Company Wants Ownership of Every Idea or Invention I've ever had

35 points by fallingfrog ↗ HN
I'm being asked to sign an NDA that says that

"..all discoveries, ideas, inventions, improvements, enhancements, processes, methods, techniques, developments, software and works of authorship, whether patentable or not, which were created, made, conceived or reduced to practice by the Employee prior to the Employee’s employment by the Company and which are or were owned by the Employee, which relate directly or indirectly to the current or anticipated future business of the Company have been assigned to the Company (collectively, “Prior Developments”) and (ii) to the extent not previously assigned to the Company, assigns all right, title and interest in and to all the Prior Developments to the Company."

So, every idea I've ever had?

Is this legal?

40 comments

[ 7.2 ms ] story [ 93.4 ms ] thread
codingdave
Legal? Sure. Reasonable? Absolutely not. Say no. Feel free to laugh as you say it.
fallingfrog
This was given to me after I was already hired. If I leave the job I'll have no way to support my kids.
dekhn
this is something you need to dicuss with an employment attorney. Either way, you're working with terrible people and if you feel you need to sign this to keep your job and support your family, you're being exploited. Is this in the US, in a major city?
fallingfrog
Yes, but I'm not going to say exactly where.
dekhn
OK you need to find a lawyer to get real advice immediately. You can't just dump something like this on HN and ask for advice without providing enough context for us to advise. This doesn't like a big company, so in many ways my suspicion is this is a small company with a greedy founder and lawyer and they are taking advantage of employees. If it's a large company, they should know better.

If I were to handle this myself, I'd first check to see whether I was 100% convinced that I needed to keep a job to support my family, because voluntarily signining away IP rights like this is a terrible idea, even if it is legal and/or enforceble. Next, i'd evaluate whether I could get away with not signing the form. Are they making it a condition for further employment? An implied threat you'll be fired? My guess is no, it's really a bluff, they want you to sign, but if you pushed back correcftly, they'd fold. However, it's a delicate thing to do that.

fallingfrog
I've only been at the company 3 days and they sent this in a mass email to everyone to sign ASAP. I'm too new to have any leverage but I've been unemployed for 3 months and I really need money.
jevoten
Consider networking with your co-workers. You may not have much leverage on your own, but you do as a group. They probably don't like that clause either. But they also might not be aware of it, or how severe it is. Make sure they know.

Especially the "or anticipated future business", which is a potentially arbitrarily broad category.

And make sure to point out to your co-workers that, if they sign, the company could claim any idea they have in the future is based on one they had in the past, that they signed over to the company. And that this could impact their future employment, as employers might open themselves to legal liability if this company decides to sue them, on the logic that they are benefiting from your ideas, which they own.

In sum, this is a catastrophically bad contract, and the only way they'll get everyone to sign it is if your co-workers aren't aware of how bad it is. So make sure they are acutely aware.

cafard
My sister-in-law got a ridiculous non-compete during her employment at a government contractor. It was sent broadcast if not to all employees, then to many in her general area. She is a lawyer, my brother is a lawyer, and between them they drafted a non-compete she would be willing to sign. The contractor sent it out with minimal changes as the non-compete to be signed.

So talk to a lawyer. I doubt you're the only person with questions.

JPLeRouzic
It is possible find a text on DDG which is very similar:

(a) The Employee has attached hereto, as Exhibit A, a list describing all discoveries, ideas, ... which were created,... by the Employee prior to the Employee’s employment by the Company ..., which relate ... to the ... business of the Company, and which are not assigned to the Company ... or, if no such list is attached, Employee represents that there are no Prior Developments.

I am not a layer, nor even a native speaker, but it looks to me that this company does not want to steal prior ideas or inventions, but wants to protect them from future claims of ownership by an (ex) employee. So the employee has to provide a list of ideas/inventions/etc that (s)he claims as their own.

Indeed I may be entirely wrong.

dekhn
The quoted text you provide is about telling a new employer about past inventions. That's standard at any big company. The text the poster quoted is a transfer of that IP. that is not standard.
fallingfrog
It came in an email saying they need it to be signed ASAP. I feel like they should at least give me time to ask a lawyer or something.
codingdave
Are you already hired, as in already started work?

If so, you definitely need to talk to a lawyer before signing. Putting pressure on you like that for a contract that is new, after you have started work, may have additional legal aspects - some jurisdictions do not allow that without additional compensation.

IANAL, but call one before acting.

dekhn
it's a shakedown, they are basically trying to pressure you into signing.
willcipriano
What is the consideration[0]? It's not employment since you are already working there and past consideration is not valid consideration.

[0]https://en.wikipedia.org/wiki/Consideration_under_American_l...

codingdave
Some jurisdictions are ok with continued employment being consideration. Some are not. Hence the need to ask a lawyer.
willcipriano
Do you have a example of one? That would be rather exploitative. Firing someone because they refuse to accept a one sided contract where they gain nothing would work in a at will state, but you'd certainly be able to collect unemployment.
codingdave
Based on my understanding from past experience (as well as googling it just now), that is true for the majority of US states. FYI, this is a writeup I found for Wisconsin when I just searched --> https://www.littler.com/publication-press/publication/wiscon...

Contracts have no legal requirement to be fair or balanced. Consideration does need to exist, but does not need to be equitable. So yes, it is exploitative, but that does not make it illegal.

toast0
(saw your update below, but for the record), ASAP is relative.

Who's to say when it's possible for you to sign and return it? It's not possible for me to sign a contract of substance without consulting my spouse and maybe a lawyer.

If they come back with it's not a substantive contract, then ask why it's important to sign it?

ALSO:

Is there anything going on with your company? At my last job, I was asked about my NDA (which got missed during hiring/orientation) when a round of funding was happening and due diligence was being done that they had employee NDAs for everyone.

codingdave
OK, there is another way to proceed - you could put a price on the value of your prior inventions, and ask for them to purchase those rights.

Either way, this is not binding on you unless you sign it. I agree with the other comment that calling an attorney is a good idea, as is walking away from these guys. There are a lot of job opportunities out there right now.

jart
It's irregular to misrepresent a free property transfer as a non-disclosure agreement. Even signed, something like that sounds so silly that I can't imagine it being binding. When businesses do things like that, it probably only works when people are afraid. I'm not sure if it's helpful to keep insisting he lawyer up before saying "no" to an absurd ask. Nothing wrong with pushing back.
andrei_says_
If this is the case it could be interpreted by an IP grab under the threat of firing you.
AnimalMuppet
Don't leave your job, but don't sign. Tell them why you're not signing - because it's ridiculously overbroad. If they fire you, you have a legal case. (Maybe - IANAL. The point is, if you quit, you have no legal case.)

Another approach you could take, though - it's limited to stuff that relates to what the company does. OK, think through your prior ideas. With that limitation, are there any ideas that you care about that they could take? If not, then it's still a crummy move on their part, but it doesn't actually affect you.

dekhn
That's not an NDA, that's an intellectual property transfer.

It's also a clear sign whomever you are dealing with is a shark. Swim away, little fish, lest you be eaten.

rurban
Looks like Amazon to me. Nobody else would dare this, but Amazon is known for such contracts. Well, they really must pay a LOT to get people sign over everything :)
dekhn
You mean AWS? I absolutely doubt that AWS asks software engineers to sign agreements to turn over ownership of prior inventions and ideas (and copyrighted works!)

If you have links to articles suggesting they have, I'd like to see it.

rurban
This is from personal experience.

There are many cited sources, such as this one: https://www.theregister.com/2021/08/13/amazon_game_contracts... but this was just a single case, retracted for bad publicity.

They try their shenigans even in Germany. You need to get all your private work approved by a committee, otherwise you are not allowed to maintain it off-work, because it may conflict with Amazon business interests. Try that with your 300 repos. You might get 2-4 approved, after months.

And they really believe their intellectual properties trump your intellectual property, not vice versa. You'll learn from them, not them from you. Ha

aaronrobinson
It does say “related to, directly or indirectly” so it’s not everything?
AnimalMuppet
No, it's not everything. It's still too much, though.
fallingfrog
UPDATE: enough people complained that they are revising the language.
yrui
It was a bad management move. It's basically saying that the company wants to exploit the employees and steal their IP. Companies that do this shouldn't expect anyone to innovate while working there. I wouldn't be surprised if your company folds soon.
pyuser583
Or it says management is paying attention to legalese.

For a few years Apple offered Safari for Windows. But they used the same EULA as Safari for Mac, which specifically forbade installing it on non-Apple OSs.

Again this is called “Safari for Windows.”

fallingfrog
Honestly, I think it was a form given to them as part of a deal that they just overlooked. They told people to hold off signing it pretty quickly after people pointed out the clause. I’m going to assume good intentions here since they changed tack so quickly.
karmajunkie
Keep reading. I've seen a lot of these clause's lately that have limits placed on them in another clause further down that, for example, makes clear that things you do that don't relate to the company business on your own time and equipment are not covered.

But if the totality of the agreement doesn't carve out exceptions like that, don't sign it. It's egregious overreach.

whobutsb
I worked for a company and they wanted to do something similar, I think they went with something boilerplate or some suggestions from an attorney. I suggested a compromise and we use something akin to the [GitHub Balanced Employee Intellectual Property Agreement (BEIPA)](https://github.com/github/balanced-employee-ip-agreement/blo...).

I'm not sure if in your circumstance they would go for it, but it worked out for me. Here is the github blog post - https://github.blog/2017-03-21-work-life-balance-in-employee...

pingsl
In this employment, you think you work 40 hours a week. But your employer thinks you work 7 * 24 because even the ideas you get in your spare time belong to the employer.

It doesn't sound like modern work relations.

muzani
It's often lazy legal writing, not malice. Feel free to propose to them a better agreement. I usually do that with contracts like these.

It's like the legal equivalent of giving read write execute access to everything.

fallingfrog
UPDATE: The company revised the NDA to say, "prior to this agreement but after the employee was hired, and pertaining to the business of the company", which is likely what it was supposed to say in the first place, so I'm going to say that this was an honest mistake.
gregornoriskin
I do not believe that this is enforceable. It is also highly questionable, bordering on outright evil. I would look for another job just as soon as I could. I would not want to work for a company that had this in an employment contract, because it means that they are either morally flexible, or not diligent about drafting legal contracts, either of which make them a company I probably don't want to work for.