Ask HN: Company got acquired, new contract seems oppressive

'Generic legal language' is not your problem, specific legal language applicable to this specific case is the problem and if $20 is the differentiating factor then you might as well quit the job or sign the contract anyway.

Big Unions often employ or know top notch employment lawyers (it's not a focus for unions, but they still might work together on select cases), employment lawyers that can scare the acquiring company before negotiations begin :p

    Employee fully and unconditionally grants, assigns and transfers to the Company any 
    and all Inventions created, developed, discovered, conceived, invented, learned, or
    suggested by Employee during the performance of Employee’s obligations under this
    Agreement and for a period of one (1) year thereafter, whether or not such 
    Inventions are made during working hours or on the property of the Company, whether
    or not such Inventions are related to the business, activities or interests of the 
    Company and whether or not such Inventions are patentable, copyrightable, or 
    protectable with a trademark, service mark or otherwise.

So I suggested he should get a lawyer to review it. In the mean time, they started pressuring him to sign, he told them it was with the lawyer right now (though he hadn't yet found one, he was just stalling), and they freaked. Cut him a check of a few thousand dollars to go away and agree to a gag order.

But I didn't agree to shit! However, I still won't name them because I'm fairly certain they'd launch a full-frontal libel lawsuit against me. Just one of those kinds of places.

You just call them, explain your situation and hear what they say.

In general they give you a quick evaluation and then say: In order for us to help you, you need to be a member - the price is xxx pr. month - if you sign up now we will work on your case straight away, we also have an insurrance that covers lawsuits and some other benefits.

Examples: http://www.ukape.org.uk/ https://www.prospect.org.uk/

Don't American doctors and teachers have a union?

That's been my experience as well. In fact, towards the end of the period when I worked as an employee, this became one of my go-to tests about whether to accept a job offer.

But it doesn't. What it does is make the employer win by default, even for things that have nothing to do with the job. Given the dramatic power imbalance that almost certainly exists between employer and employee anyway, this is the wrong way around. In fact, it's such a bad idea that there is now statute law on the books in various jurisdictions -- including, as I understand it, some states in the USA -- explicitly to nullify such terms in employment contracts.

Some contracts state "The company owns everything you do, even in your spare time". I can't see how this protects the employee at all.

And when I went to Sun my 'disclosures of previous inventions' was empty, when acquired by IBM it was about a page and a half. Of course if they are going to be somewhat detailed, so am I. So for example I now always mention my web site (which is much neglected of late but has a few ads which make a small amount a money each month), between my Google and Blekko engagements I had a pitched a storage idea to a couple of people, no one has actually built it yet so I keep it on the list, Etc. The sorts of the things you tend to collect over the years. Nobody has ever had any issue with me putting these things on the pre-disclosure list.

Generally I've found the much more onerous terms are the requirements for using your personal device to access work resources, they have gotten quite extreme (which I understand, given the security challenges). When the agreements start to reach out to computers or what not that I own and that do not have any connection with my employer I start to get a bit twitchy :-).

Bottom line, I think Sun's AoI had the same Intention as the ones the OP is talking about but it wasn't as verbose about it, and over the years I've noticed more and more verbiage to make it really clear that when you work for company X they really own the things you develop on their time, even if you think you're contributing to an open source project as part of your job. That latter wasn't even a 'thing' when I joined Sun.

I've signed employment contracts, not in the US.

I've hired lawyers to review employment contracts on several occasions.

One reason that advice here on HN is insufficient is because we don't know how or whether any clause affects or will affect the OP. A lawyer will be able to discuss the full consequences of the contract with reference to the OP's personal situation.

In my personal case, lawyers have consistently advised me that an Intellectual Property transfer clause is strongly against my interest to sign.

When I have taken this back to employers, this has led to quick and easy resolution - in both directions. In one case, that clause was stricken happily and with no problem. In another case, it quickly became obvious that the employer was acting in bad faith and I was happy to leave.

Acquired employees legally remain on their original employment terms and usually have rights to continue uninterrupted work on those same terms. This right also applies if a company is liquidated and reforms.

Given that employees have this legal right, and that acquiring employers must know this (employees tend to be less aware), an acquiring company holding a new employment contract should be treated with extreme suspicion. The company must negotiate what they need, or the employee can just continue on the old terms.

I would suggest an employment lawyer is necessary in that situation. Particularly, since just ignoring the employment contract may constitute implicit agreement.

I've never had anybody who rented me an apartment or sold me car insurance try to tell me that their agreement was "standard." I mean, I'm sure the insurance stuff at least is literally standard, in the sense that they have a single document they give to everybody. But I've never had anyone use the word "standard" in any context except a stupid contract that they wanted to scare me away from negotiating.

I have no illusions about being able to negotiate a contract I get from Geico. But I also won't sign it unless I actually agree with the whole thing. Call it "standard," fine. But don't say it's "standard" therefore it's OK if there are parts you don't like.

And I don't care how common it is, a contract that says the company by default owns everything you've ever done except for things you've explicitly listed is oppressive. What if you just forgot about something important when you make the list? A clause that says things you make on company time are owned by the company is somewhat sensible (although my understanding is that it's unnecessary, as that's already the law). Say you have to tell them everything you've ever made, and they by default claim anything you didn't explicitly list, is nuts.

If you disagree with sections you are to strike them out and initial them, additions or changes are appended to the bottom. This helps everybody know what's happening.

From reading the article it sounds like he didn't create his own agreement (for them to sign) but copied and then altered their agreement. If it contained their letter head and the terms as if they had written it not him, then it's clearly an attempt to trick the other party.

And I don't see this as "fly under the radar" at all. They should look at the contract they get back from you, just as you should look at the contract from them. If they don't even notice that you crossed stuff out, that's hardly your fault.