Hard to evaluate this without access to the documents. But in CA, agreements cannot be conditioned on the payment of previously earned wages.

Equity adds a wrinkle here, but I suspect if the effect of canceling equity is to cause a forfeiture of earned wages, then ultimately whatever contract is signed under that threat is void.

Well some rich ex-openAI person should test this theory. Only way to find out. I’m sure some of them are rich.

It’s not even equity. OpenAI is a nonprofit.

They’re profit participation units and probably come with a few gotchas like these.

It might be that they agree to it initially when hired, so it doesn't matter if they sign something when they leave.

Agreements with surprise terms that only get detailed later tend not to be very legal.

Doesn't even have to be a surprise. Pretty much startup employment agreement in existence gives the company ("at the board's sole discretion") the right to repurchase your shares upon termination of employment. OpenAI's PPUs are worth $0 until they become profitable. Guess which right they'll choose to exercise if you don't sign the NDA?

Who would accept shares as valuable if the contract said they can be repurchased from you at a price of 0$? This can't be it.

It can. There are many ways to make the number go to zero.

You are thinking of going up against an entity worth billions of dollars and somehow winning? That doesn't happen outside of movies. You'll accept whatever they decide, or end up like those Boeing whistleblowers if you make yourself enough of a nuisance.

I don't think rght to repurchase is routine. It was a scandal a few years ago when it turned out that Skype did that. https://www.forbes.com/sites/dianahembree/2018/01/10/startup...

How do you know there isn't a very clear term in the employment agreement stating that upon termination you'll be asked to sign an NDA on these terms?

One particularly sus term in my employment agreement is that I adhere to all corporate policies. Guess how many of those there are, how often they're updated, and if I've ever read them!

Why not just get it signed then? Your signing to agree to sign later?

Unless the terms of the NDA are provided upfront, that sounds sketch AF.

"I agree to follow unspecified terms in perpetuity, or return the pay I already earned" doesn't vibe with labor laws.

And if those NDA terms were already in the contract, there would be no need to sign them upon exit.

> And if those NDA terms were already in the contract, there would be no need to sign them upon exit.

If the NDA terms were agreed in an employment contract they would no longer be valid upon termination of that contract.

Plenty of contracts have survivorship clauses. In particular, non-disclosure clauses and IP rights are the ones to most commonly survive termination.

The argument would be that it's coercive. And it might be, and they might be sued over it and lose. Basically the incentives all run strongly in OpenAI's favor. They're not a public company, vested options aren't stock and can't be liquidated except with "permission", which means that an exiting employee is probably not going to take the risk and will just sign the contract.