throwaway549328

wouldn't they sue the employee in question (the poster, or me in that situation) rather than the employer? How are you at fault for hiring someone with a non-compete you didn't know about... what is there to sue you over?

I'm unclear where you learned that the employee had signed such a contract, especially if in that jurisdiction they are not bound by it. Did you ask to see copies of their past employment contract? I would feel zero obligation to mention this to my future employer if it doesn't apply in my jurisdiction.

It's like, if I had signed a non-contract stating I'm now a slave, I'd just ignore that contract. (What I'm saying applies to California.) Certain things just don't have any legal significance. (Such as indentured servitude.)

If I were you and in California I would ignore anything related to non-compete without feeling any need to modify it, as I heard from multiple sources that they're totally unenforceable: http://ymsllp.com/news-and-publications/with-limited-excepti... and also against the cultural spirit people actually believe in. It's as though that stuff weren't present at all.

If you're outside California, I would in your position look at how people actually behave, as well as the law. Possibly I would choose to read the non-compete literally and just do the right thing afterward. For example, I might choose not to take a competitive position for the period outlined in the contract, and instead do something slightly different. It's largely a moral thing, I think.

If the non-compete were very broad (no job on Earth for a period of 18 months after termination of employment) I would just ignore it; what are they going to sue me? They wouldn't care.

I don't think I would push back to modify non-compete clauses, and I certainly wouldn't do it in the way I mentioned for IP, however. It depends on jurisdiction. It's quite a cultural thing.

I (personally) wouldn't. The boilerplate text their lawyer originally wrote is inapplicable, but they're not bad people, it's just that that particular lawyer has never had an idea in their life. (Only someone who has never had an idea would think a person can list every idea they've had.) so besides crossing the inapplicable section unambiguously, it's not worth a comment. I wouldn't say I'm uncomfortable with it. I am extremely comfortable, with the whole contract, I just removed the part about past IP since it obviously doesn't apply. The rest looks fine! Excited to start. :)

really, it's hardly worth a comment. they obviously don't mean to acquire IP from your past.

This isn't legal advice. As a practical matter let me tell you exactly what I, personally, would do in your exact situation, as an employee. I am very open and approachable, and have never gotten into legal trouble with anything. I personally would feel completely comfortable following the steps below and would not personally consult a lawyer. I am telling you precisely what I would do if I place myself in your shoes.

First, in the contract, you state that the section you mention talks about past, and about present IP. I would, on the appropriate page, prominently cross out the section on past IP (completely) and date and sign (full signature) the margin. (i.e. indicating that IP created before employment isn't covered or referred to at all).

In the same section, regarding the present and future inventions, I would write by hand in the margin "Except on my own time and outside company resources" in the margin of that section, and date and sign (full signature) it.

So there are two changes: completely cross out the entirety on past inventions; add an explicit "Except on my own time and outside company resources" regarding present and future inventions. (I would retain the language, i.e. not cross it out completely.)

I would then sign the last page of the contract (i.e. wherever your signature belongs) with a note saying "except past IP, p.6" (or whatever page it appears on) and date and sign that.

This to me makes it completely clear exactly what I agreed to, anyone glancing at the signature would be told to look at page 6, where they would see a totally reasonable crossing out of past IP assignment, and a totally reasonable statement that I own IP created on my own time. No reasonable human could possibly be anything less than satisfied with that. I would also be satisfied with it if an employee gave me that back.

It's a lot better than underhandedly trying to change the contract without calling attention to the change. It's precisely what I would do. Anyone who said, "we're really going to need your own IP" would look really silly. I don't think I've met anyone who would have the gall to say that. You've also signed and returned the contract.