Also the people claiming (and believing) that they have no intention of suing are not the people who make the decision to sue or not (unless it's an extremely small company, or you are an important enough hire to be discussing this with the CEO and General Counsel). Even if they have the best intentions, some random recruiter or manager really has no insight into this.

Absolutely -- very early in my career, a startup I worked at had non-compete language in my original employment contract (naming very specific places I couldn't be poached to take a job at) and even though the company was very small and the person who made me the job offer was the COO (and they assured me they would never actually excise the non-compete), I still refused to sign until that language was taken out.

I also got language put into my contract to specifically allow for some of my moonlighting activities that could possibly be seen as a conflict. Both wound up being useful when the company expanded and they attempted to enforce different rules on me. Because my contract said what it said, I was able to get the HR person to back-off and didn't have any fear when I did eventually leave for a competitor. And because of my moonlighting clause, I was able to have side-projects when other employees were often discouraged from doing the same thing (part of me felt bad for having different rules, but if I was capable of getting those clauses put in my contract when I was 24, others were too).

It is true that employees, especially lower-level employees, don't always have the leverage to change the contracts they sign (especially at larger companies), but I would personally never sign a non-compete unless there were very specific scenarios involved (i.e. it was either incredibly, incredibly narrow or the company would pay me while I waited out the non-compete), no matter what HR or the recruiter says. You don't need to be adversarial when discussing language or making changes -- most places are reasonable. And if a place isn't reasonable but refuses to remove non-compete language from a contract, even though they swear they will never exercise it, well, that's a giant red flag.

> if I was capable of getting those clauses put in my contract when I was 24, others were too)

> It is true that employees, especially lower-level employees, don't always have the leverage to change the contracts they sign (especially at larger companies)

Confused, so do you think this is practical for people or no? There are only so many 3-person startups to go around that would change any terms for anybody...

It was 10 person, but my point is people can still negotiate, even when they are young. And there is still a big gulf between a 300 person company (the startup I was at at its peak) and a 150,000+ person FAANG (where you will have less leverage as a non exec hire).

> There are only so many 3-person startups to go around that would change any terms for anybody...

This depends entirely on their terms, how many potential hires read and care about their terms, what sort of talent they are looking for, and how attractive the position is.

Sure it's a hassle for the 3-person startup, but I imagine this is much harder with Big Co. where the hiring manager may ask legal to make changes for a great potential hire and legal tells them to take a hike.

> They implored me to trust that they had "never sued anyone" and "have no intentions to", and I think they honestly believe that. But then why have the non-compete at all?

Exactly. 'That's great; we can resolve that issue easily. Let's just skip the non-compete - you're not using it anyway and I'm not comfortable with it.'

EDIT: A non-lawyer's suggestion (talk to a lawyer before you do this): Skip signing or edit documents (cross out and initial sections you don't like, add words - and initial each change) and then sign and send it back. Don't say a thing; leave it to them to bring it up - most people won't bother disputing it with you.

Well we have never had to sue anyone because no one has ever actually called our bluff when we send them a threatening demand/cease and desist letter from our lawyers.

So if you decide to call our bluff in the future just know we won’t sue you…because we don’t have to sue, our agreement makes you waive your right to have the case heard by a court in lieu of mediation by a mediator of our choosing, from a mediation company we send all our cases to.

> makes you waive your right to have the case heard by a court in lieu of mediation by a mediator of our choosing

This really should be made explicitly illegal. It should not be possible for an individual to surrender the right to bring a dispute in front of the court.

Who contributes most to politicians - individuals, or corporations and PACs funded by non-listed corps?

And actually, who writes a significant part of new bills, some of which become laws? Yes, corps. It's not surprising then that the legal system has some extra benefits for the corporations.

This is something that's truly atrocious about the move to digital-only copies. On paper, I can mark things up, initial them, send them back. The digital copies let me sign, and that's it. There's no in-band way to indicate that a section should be changed, no way to clarify wording. It's a system designed for contracts of adhesion, and nothing else. Heck, most of them will automatically scroll to the next place for a signature, implying that you shouldn't actually read what you're signing.

The existence of the automatic scroll feature should void the contract. They are actively trying to discourage reading the contract. There is no meeting of the minds.

My offer letter explicitly stated that starting work (and accepting the stated pay) constituted agreeing to all the docs sent over, unless explicitly agreed upon otherwise.

I can't wait to have enough savings to quit and move to california where the employee protections are so much higher.

It's interesting to hear you say that, moments after coming from a thread where people were explaining why California is so terrible.

I feel like the symbol of the 2020s is Chesterton's Fence[1], people chafing against restrictions and then having to reinvent them. I'm sure that some people are indeed fleeing California, and will then immediately start reinventing it.

Not that that's necessarily a bad thing. The reinvention could be like a clean-sheet reimplementation that's better than maintaining a smelly old code base. But that only works if you know all of the reason those code smells are there, and don't simply re-start the same process to recreate the same bugs.

[1] https://wiki.lesswrong.com/wiki/Chesterton%27s_Fence

What's strange to me is how people, particularly those in California, think that banning non-competes were somehow a California idea or that CA is the only state that does that. Yes banning non-competes is one of the things CA got right. People who complain are concerned about the things it got wrong. The idea that if you want non-competes then you must also accept insane regulatory burdens isn't really tenable when you look at the other states that ban non-competes and don't suffer from the same problems as California. There are low-regulation red states like Montana, Oklahoma, and North Dakota that have the same non-compete bans that CA has and many other states such as Utah and Texas place severe limits on them, whereas there are high-regulation states such as Massachusetts that allow non-competes.

Please don't try to turn the non-compete issue into a california good-or-bad issue because it's just not a california thing.

Note that MA somewhat recently passed legislation that more tightly limits the power of non-compete agreement: https://www.laboremploymentlawblog.com/2018/08/articles/non-...

I didn't know that -- it's good news. From a free market point of view, you obviously don't want to restrain trade, so that is the right-wing justification for bans. The left wing justification would be about increasing the power of labor. For both right and left leaning states, there seems to be an ongoing battle about non-compete agreements, and there is no reason for the pro-compete side to frame this as purely a left or right issue as there are allies to be had on from all sides of the political spectrum.

It's perpetually curious to me when people blame CA problems on a lack of upzoning and then ... move to much less dense places with plenty of NIMBYism.

Sure, you're getting away from the problem, but not because anyone there has a solution - just because they haven't been hit by the same problem to the same extent yet, because "sprawl outwards" works for a long time when you have less geographical boundaries.

Those people probably either (or both) of do not understand the nature of the issue(s) and/or are just as happy being somewhere where they won't be issue(s) for a long time as somewhere that's managed to prevent them in perpetuity.

That doesn’t seem odd to me. People do what’s best for them, and even if they underatand the dysfunction of North American urban planning well they’re not in a position to fix it.

> People do what’s best for them

People have many motives, including themselves, their communities, their businesses, their countries, their co-workers and neighbors, strangers on the street, etc. If they only acted selfishly, there would be no community, country, business, etc.

Perhaps “people need a place to live” would have been a better way to phrase that.

Any solutions to North America’s urban planning woes will take decades, if they happen at all. I don’t fault anyone who can’t wait that long.

Because you don't need (though it can still be good) upzoning if the population is low and housing cheap.

Maybe we could keep the protections for labor and drop the many additional protections for landowners.

I wonder if that would be necessary. San Francisco is kind of a special case as a small peninsula. That puts limits on the ways it can grow. You could probably build more housing units but you'll rapidly run into limits on streets, utilities, schools, etc.

I don't know how much the issue is with the rest of Silicon Valley. There used to be a lot of undeveloped area not too far from Palo Alto.

Texas may want to avoid the wrong kind of over-dense housing, since they've got plenty of land, though there are also reasons to encourage people not to commute multiple dozens of miles per day.

>I wonder if that would be necessary. San Francisco is kind of a special case as a small peninsula. That puts limits on the ways it can grow. You could probably build more housing units but you'll rapidly run into limits on streets, utilities, schools, etc.

I'm going to push back on this. Manhattan is less than half the size of San Francisco and has nearly four times the population density. The Bronx is roughly the same size and has double the population density. It isn't that San Francisco can't expand, it is that it doesn't want to.

You know what Manhattan has that SF doesn't.

Subways[1].

Sure developers would love to build more chicken coops for tech bros. But they absolutely don't want to kick down coin to pay for the subway system needed to support that density.

[1] Oh yea SF has BART which was built 50 years ago and not expanded since. And the central subway which is 1.7 miles long, not open yet after ten years of construction and 20 years after it got the green light.

The famous legend of NYC is that they had the vision to build infrastructure beyond current needs.

Now, it's trendy to view any investment by democratic government as wasteful, and to reduce the taxes by which the community makes that investment to nothing.

What will happen to future generations, who have us as their forbears rather than the visionary New Yorkers.

There's plenty of investments. It's called suburban sprawl, and some people even think it's a tax ponzi scheme.

2 of the 3 subway systems in NYC were built by private companies.

It was only later that all were merged into one publicly-managed one.

That was also when expansion basically stopped.

I agree, which is my underlying point: they don’t want to expand! The lack of public transit is a problem plenty of people have been yelling about for decades, as you mentioned. Developers, citizens, and the city council have all proven over the years they are unwilling to do what needs to be done to make expansion possible.

> You know what Manhattan has that SF doesn't. Subways.

Well, yes. And deep bedrock and fairly stable geology that makes them possible.

If Japan (earthquakes) and the Netherlands (built on swamp) and Shanghai (swamp) can do it so can San Francisco.

Well and there is also the old Bart tunnel and more modern Central Subway. And then there are the subway tunnels they have built/building in Los Angeles.

Snippets I've read over the years seem to say that subway tunnels and deep foundations don't tend to fail in earthquakes because they to move with the ground around them. And because they are already structurally strong.

Basically the lack of mass transit to support higher density is because of lack of willingness to pay for it. Unwillingness to pay for public infrastructure is due American economic ideology. Not anything specific to San Francisco.

Shitty soil and earthquakes in combination is a bad combo.

https://www.businessinsider.com.au/earthquake-expert-san-fra...

California is really great in a lot of ways, but the issue that really drives people away from it is cost.

> EDIT: A non-lawyer's suggestion (talk to a lawyer before you do this): Skip signing or edit documents (cross out and initial sections you don't like, add words - and initial each change) and then sign and send it back. Don't say a thing; leave it to them to bring it up - most people won't bother disputing it with you.

My actual lawyer's advice is that doing this can be viewed by a court as "fraud" if it looks like the intention was for the counter-party to miss the changes. It's their problem if they miss changes, but it's your problem if you used deception to cause them to miss it. This exact thing that you suggested is what he told me I shouldn't do if I want it to hold up in court.

I ended up signing a contract that said "cannot work for any customers, competitors, or suppliers for twelve months" of a global company that worked with every industry and most companies. I went the route of hiding my next jobs in LinkedIn after I left.

> It's their problem if they miss changes, but it's your problem if you used deception to cause them to miss it. This exact thing that you suggested is what he told me I shouldn't do if I want it to hold up in court.

I did not at all suggest trying to cause them to miss the changes. I suggested (with the caveat of asking a lawyer), "Don't say a thing; leave it to them to bring it up". That's a common negotiating tactic, even in amateur or interpersonal negotiations. I'm not imaging they won't see it, I'm imagining they won't want to create problems for themselves by bringing it up.

> I'm not imagining they won't see it

As my lawyer put it, if the communication goes like this:

Employer: "Okay great! Just sign these and you can start."

Candidate: *edits documents*

Candidate: *signs documents*

Candidate: "Okay great! Here I've signed 'em. Can't wait to start!"

That _might_ be fraud, regardless of your intent. Because there was no reasonable expectation that there was any negotiation even going on in the first place where any changes could have been expected to have been made. It sounded like different courts might have different opinions on the matter, but he strongly recommended against it.

As long as there was some version of negotiation going on "hey here's the changed document feel free to sign it and get it back to me" then you don't really need to tell them every little thing that changed, if they miss something it'll be much more likely to still bind in court.

If one party edits a legal document before signing it, and then the other party doesn't read it before accepting it, then that is on the receiver. This tactic is used by lawyers on each other all the time. It's not fraud.

I'd hesitate to rely on your advice here. Here's a relevant story:

https://a16z.com/2014/02/06/why-i-did-not-go-to-jail/

More specifically to this exact discussion, see California Civil Code 3399:

> When, through fraud or a mutual mistake of the parties, or a mistake of one party, which the other at the time knew or suspected, a written contract does not truly express the intention of the parties, it may be revised on the application of a party aggrieved, so as to express that intention, so far as it can be done without prejudice to rights acquired by third persons, in good faith and for value.

This would allow an employer to seek reformation. It's not clear to me as a layperson if this reformation could apply retroactively or not.

Or this interpretation of the consequences of a recent case in Virginia: https://www.virginiabusinesslitigationlawyer.com/when-negoti...

The actual decision: https://www.virginiabusinesslitigationlawyer.com/wp-content/...

The facts of this case do not mirror exactly what we're talking about here, so I'm definitely not trying to give legal advice. Maybe this wouldn't apply -- reading through it, it's a bit more egregious than what we're talking about here.

It's pretty eye opening how comments like this gets down voted.

Is providing legal information with authoritative sources in a thread like this somehow offensive?

(I've wised up personally, never try to do that myself again lol)

They are not using it but just imagine that company gets acquired by people who do those kind of things.

Contract with company is not contract with current management only. I don't know who will be there in 2 years in charge.

My current company was acquired by a bigger company like a year ago, fast forward one year - even bigger company is now owner of our parent company.

Not to mention that the person making the assurances -- hiring manager, or even worse, recruiter (who may not even be an employee!) -- is not likely the person who makes the decision to enforce the clause.

That's a pretty good idea for emailed PDF documents. Typically, I have received a link to a signing service, and editing is not enabled by their UIs of course.

In that case, you simply need to email back before signing with the changes you need made. The company will do that to you if they get something wrong (wrong start date, incorrect pay or bonus percentage), so it is completely reasonable to have a conversation about what adjustments you need made to your contract. The worst they can say is no. And if they say no, that's a sign that you should really think about what you are signing.

A fundamental of negotiations (and human relationships) is not wanting to create problems or appear to be a 'trouble-maker'.

In a recent personal situation, it was obvious serious mistakes were being made and it was obvious what the solution was - painful, but certainly better than the alternative. However, we hadn't yet experienced the consequences, and predictably another other party railed at me for making things unnecessarily complicated.

Employees at businesses don't want to be seen as trouble-makers and have their offers rescinded.

A (manipulative) trick to negotiations is to put the other person in the position of being the trouble-maker.

How do you do this when contracts are signed digitally nowadays?

> I'm in a US state that allows non-competes and recently turned down a job because I wasn't comfortable with the non-compete expressly because the company's opinion of its own market was so broad. They implored me to trust that they had "never sued anyone" and "have no intentions to", and I think they honestly believe that. But then why have the non-compete at all?

FWIW you can try editing the contract, removing the NCC clause, or tacking on steep consideration for exercising the NCC (as well as hard limit on it).

If they never sued anyone and have no intention to, they don't need an NCC clause, strike it out and ask them to sigh the updated contract.

> tacking on steep consideration for exercising the NCC (as well as hard limit on it)

Now I'm mid-career, employers want to hire me for my experience.

If presented with a non-complete clause, I first strike it out, saying it isn't fair that you stop me working in my core area of expertise, when you're hiring me for exactly that reason.

If that gets refused, I instead add a clause that says any period where the non-compete is enforced will be paid at my full salary.

In practice, there ends up being a short discussion with HR, some thinking behind the scenes, and that clause is allowed. And when I eventually leave, the non-compete period ends up being waived.

> If that gets refused, I instead add a clause that says any period where the non-compete is enforced will be paid at my full salary.

I believe employment NCs should be illegal, but this is the minimum standard a non compete should require to be legal. The fact that companies can essentially force you to stop working for years, without paying, is ridiculous in my opinion.

They don't even need to sign it. You've only signed the edited version, so they can either use the edited version or not have a non-compete. If you're comfortable with the edited version it doesn't really matter which one they choose.

If the non-compete is just a part of the overall employment contract, that means you are working without a contract. That can be problematic if the contract establishes benefits for you, like your salary, your bonus, your vacation, etc., etc.

Good point that I definitely overlooked. I was assuming the NC was a distinct document.

> They implored me to trust that they had "never sued anyone" and "have no intentions to", and I think they honestly believe that.

It doesn't matter what they believe, because a company does not have the same consistency of goals and actions as a person, and even a person can't be entirely trusted on things (even family sometimes turns on each other if the circumstances are sure enough). A company? Their entire board and management might change over time, or they might be bought out and have another entity with different goals.

Put another way, when considering and NDA during hiring, you should consider whether you would work for Oracle under the same NDA. Because what would happen if Oracle bought (or bought a controlling interest) in that company tomorrow? Do you still think you could go on past behavior with regard to legal action?

This is the exact same with privacy, and that's where I usually bring this up. It doesn't matter that I think Google is unlikely to do anything bad with the private info they have about me right now. I'm more worried about the Google (or whoever ends up with the data) five, ten or fifteen years from now.

> They implored me to trust that they had "never sued anyone" and "have no intentions to", and I think they honestly believe that. But then why have the non-compete at all?

I feel like I'm yelling at a brick wall when I make a fuss of this, but this happens every time I see a doctor too. I'm asked to sign forms acknowledging I've read and understood long legal documents that they don't have a copy of to show me.

"It doesn't matter". Well I can't see the doctor without signing it. It only matters if they don't get their way. The same is true of the non-compete: it's because it only benefits them.

Don't make a fuss yourself. Just cross out the bit that says you've read some other mystery documents and sign the truthful version. Let the receptionist be the one to make a fuss.

I had an employer hit me with an even more egregious non-compete. It said I couldn't work for 12 months for anyone in a market they were in, or in any market their competitors worked in.

Our little sub-$1million startup was selling devices that competed with devices from a bunch of mega players like Dell, IBM and Amazon. Who's left to work for if you can't work for anyone who competes with Amazon?

I have seen multiple small companies that contribute to the CNCF demand their employees sign noncompete agreements like this.

Even working a retail job would violate this agreement, as that is a market their competitors are in (despite it having no relation to cloud tooling!)

That is the US justice system in a nut shell. Its really just a threat for large companies to bleed people until they cannot afford to fight anymore. They dont need to win, they just need to stay solvent longer than you can.

> They implored me to trust that they had "never sued anyone" and "have no intentions to",...

For me, I have basically the same thing, but when I brought that up they straight up told me it'd be non-enforcable for the most part [1], along with that they put it there, because they had some people who started there just to get access to some expensive training, then left for a competitor/started their own company.

[1] which is actually the case

When I worked in California I would sign any non-compete you want. They are thrown out anyway.

According to the California Business and Professions Code Section 16600, “every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void.” In other words, non-compete agreements are not enforceable in California.

What happens if you leave California for a couple days and do a bit of work in another state without a similar clause?

> They implored me to trust that they had "never sued anyone" and "have no intentions to", and I think they honestly believe that. But then why have the non-compete at all?

Great answer BTW!

You did the right thing. It’s totally possible that they come back to you and say “alright, we’ll drop the non-compete.” Especially if the feds appear to be heading towards voiding them all anyway.