When I was interviewing last year, I cut off an interview loop with a company primarily because I don't reside in California and their NDA was, "Anything you say, anything we say, forever." Since I was also interviewing with one of their direct competitors that I really preferred, I didn't want to put myself anywhere near a legal situation where they might try to mess things up for my career.
They freaked out when I told them I didn't want to complete the interview loop because apparently I had passed their initial "weeder" interview and they were getting really excited about the possibility of me joining. But I would have had to sign that "everything, forever" NDA to keep going, and they weren't willing to go back to legal or do anything to change it, so that was that.
I personally know several people in my state who had their careers impacted due to threats from former employers over an NDA, so I really don't feel like that was an overreaction on my end. And I'm super-happy where I ended up.
I just wanted to provide a data point on how NDAs that go overboard ("everything, forever") can cut both ways.
The thing that makes me so angry is how lightly so many people treat these legally binding contracts.
I showed up to a meetup at some tech company's offices. After putting in my name, I was shown a contract on a small tablet and was expected to click next and sign with my finger. I have normal vision and couldn't read it without putting it right in front of my eyeball. I don't sign anything without reading. I asked if they had a printed copy so I wasn't holding up the entire line.
Their response? "Oh, that's just all standard legal stuff, don't worry about it."
Easy to say when your lawyers wrote it. It turned out to include both a non-disclosure and non-disparagement agreement. I did not attend that meetup.
It’s ridiculous how flippant and deceptive companies are about signing non-competes. Sometimes they neglect to mention it until you actually show up for work. So there you are, depending on this new job, standing in front of your new boss, compelled to create and maintain a positive relationship, presented with a legal contract that significantly damaged your leverage and alternate prospects.
That might even be criminal.
Often, I hear from some about how non-competes in some states are “non-enforceable”. But even when that’s true it doesn’t inoculate you from serious problems.
A friend signed a non-compete regarding professional services when he want to work (as an independent contractor, mind you) and was sued by the company after he left. He lawyered up and won, but the case took 18 months due to stalling and delays by the company. During that 18 months the judge had granted an injunction preventing him from providing similar services, leaving him effectively unemployed. It did great damage to his savings and the strength of his resume, which now had a significant gap.
As I said, he won! But he was awarded no damages, despite the victory. Seeing this play out convinced me that even you’re in the right, the process can be plenty of punishment on its own.
He received no damages after winning a case brought on by a company that prevented him from working for 1.5 years? That doesn't seem like justice to me.
Careful with that word. Non-competes are non-enforceable in California and other jurisdictions. Some people say "non-competes are illegal in California", but it is not a crime to ask someone to sign a contract with a non-enforceable provision.
One of the best quant firms, TGS, is located in CA and enforces non-competes no problem. They had an employee sue, his NC got waived but he had to pay 7-figures to TGS.
Their response? "Oh, that's just all standard legal stuff, don't worry about it."
I'm a Canuck, so centuries of legal, common law separation here...
But if someone misrepresents what a contract is, and even more so applies pressure to sign, it's meaningless.
My understanding is that this goes back to "make your mark" and lower levels of literacy, and in modern times, that legalese is gibberish to many, thus misrepresenting what you're signing can effect enforcement/validity.
It's very stupid for them to brush it off like that.
(I wouldn't have signed either, and have walked from jobs and contracts over absurd NDAs. One client actually wanted me to sign a forever NDA, but 1/2 way through the contract! Wtf?! Negotiate that at contract sign, not months later!)
We do have what we call "fraudulent misrepresentation" in the US. It could give me grounds to seek damages or invalidation of certain misrepresented provisions, but doesn't automatically make the contract meaningless over here. The two problems are specificity and proof, both of which require more consent from the receptionist than they are probably willing to go along with.
It would be fraud to misrepresent a material fact at time of signing, such as the quality of goods or, say, if a loan officer says that interest is fixed-rate, when the contract says it is variable-rate. But for my case, what does "standard legal stuff" actually mean? I'd argue it is actually pretty standard for a Bay Area tech company. What does "don't worry about it" actually mean? If I asked the receptionist to explain more or "does this include a non-disparagement agreement?", I doubt they would have said anything.
For proof, I was in California, which is a two party consent jurisdiction for recording. So I could have pulled out my phone and said "I'd like your permission to record what you just told me about the contract. Can you please state your name, position at Company X, and what you just told me about it being all standard legal stuff?" If I was that receptionist, I'd probably call security.
In many jurisdictions much of the EULAs are unenforceable for this reason and others; they are effectively a set of false assertions about rights and prohibitions.
Most EULAs are basically meaningless in the USA. Once you have a legally acquired copy of the program the Copyright Act specifically and explicitly gives you the right to back it up and load it for execution. You don't need to be licensed a legal right you already have.
You can also print it off, cross out the shit you don't consent to, initial the changes, sign, and mail it certified to whatever their address of record is. I'm not a lawyer, but at that point my understanding is it's their job to say no we don't agree, just like it was your job to say no I don't agree.
California rental agreements are a particularly odious example. Liquidated damages (AKA late fees) are completely illegal in California. In fact it's illegal to even present a lease that has a LD clause to be signed! Sometimes I wish I were more into small claims swashbuckling, because I bet you could have a dozen small claims for various properties going against Equity Residential in any California city.
Oh yeah, it drives people crazy but I actually sit there and read the entirety of contracts I sign (though I not only read very fast but I'm also able to easily skim along where warranted). It took a bit longer than expected to buy a used car a few years back. In that case the car dealer seemed pretty impressed I was actually reading what I was signing. Most people respond to it like "uhhhhh..." hahaha
Like, honestly, I'm not going to subject myself to some legal encumbrance because of peer pressure. I got a bunch of pressure at a former employer where they wanted everyone to sign these new employment agreements and it took months because I wasn't getting sufficient answers to questions I had. I should have taken it as a warning sign of where they were headed based on how stuff proceeded there later on, but I was pretty young back then. :P
Yep. Got multiple eyerolls when I was checking in to a testing center for a certification when I actually stopped to read the full page of rules presented to me before I signed it.
Funny enough, they didn't even follow the rules themselves. The "end test" protocol was to raise your hand in the testing room and be escorted out, I sat there for a few minutes then just walked out myself and apparently that's what I was supposed to do.
> The thing that makes me so angry is how lightly so many people treat these legally binding contracts.
But most of them aren't legally binding.
I've never understood why people care so much about these unenforceable non-competes. They want me to sign a contract that's inherently void? Sure, I'll do that all day (or if I'm feeling feisty I'll ask them for a small salary bump for the trouble - may as well take the free money right?). If they want me to witness them signing a deed to the Brooklyn Bridge I'll do that too.
I had a former employer sue a friend of mine, it wasn't legally enforceable but had to go for enough toncost enough in legal bills to make it so my friend lost his new, great, job that he had moved for. Just because it's not technically legally enforceable doesn't mean the company won't try to enforce it, and that trying has a real cost in terms of lawyers fees and also loss of employment.
Does negotiating to not have a non-compete agreement really reduce your risk of getting legal hassle from a disgruntled ex-employer that much? The way I see it even if you don't have a non-compete it's not really any harder for them to call up your new employer and go after you with a meritless lawsuit.
It's an anti-pattern. People are pressed for time due to social pressure. The length of the documents adds to the stress, especially since it is full of legal jargon and looks like things you've seen before. Personally I think contracts need to be easily readable by laymen. Otherwise companies have an unfair advantage to tricking people. Isn't deception supposed to be illegal?
If you think that's bad, I've been to multiple medical practices where part of the "standard legal stuff" they want you to sign would have you give them the right to sell your private information and info about your visit to their partners for the purposes of advertising, etc.
those are larger groups likely owned by private equity investors
True private practices are definitely not doing that. they dont even have the financial incentive to make an investment for the legal advice add that statement, to their financial disclosure
This is where you say the word GDPR (if you're in Europe). I've done it to some HR person and subsequently received a long email apology from the (very nervous) boss of the company the day after.
I quit a job I'd been at for well over a decade, because the company's new owner was making everyone sign noncompete, non-disparagement, and intellectual property contracts. They would own everything I invented while employed with them, even if I did it at home on my own time, if in their opinion it had anything to do with their business. I checked with a lawyer first, who said it was probably all enforceable in my state.
I’m on this, it really really sucks. I have a good idea that has nothing to do with my work and I can’t / won’t build it
I love my job, and I have a family, so the risk reward is too hard, but I’m literally going to quit in the next year just to get out of that stupid paperwork
Note that while an unqualified “eveything ever” employment NDA is expressly illegal in California [0], California is not as hostile to NDAs and non-disparagement agreements as it is to post-employment noncompetes.
Contracts that restrict you, whether non-compete, NDA or otherwise, should be as narrow as possible and limited to a reasonable time. Overly broad restrictions are stupid, dangerous, and unnecessary.
I had quite a bit of discussion about this for my current project. It had two non-competes; one for the client and one for the intermediary, and the important one, the one by the client, sounded very broad and vague, and I wanted explicit and in writing how broad they meant it. (Turned out to be only about a handful of their direct competitors.)
>I personally know several people in my state who had their careers impacted due to threats from former employers over an NDA
I'm curious, was there any actual legal action or was it just the threat? I'm not dismissing the fact that a threat can create enough risk to make someone change their behavior, but I've also heard these NDAs are tough to legally enforce. Of course, nobody wants to be the one calling their bluff only to find out it wasn't an idle threat.
> I'm curious, was there any actual legal action or was it just the threat?
One particular instance that stands out in my mind was for someone who I saw hired into the company for a specific role with a certain scope. The previous company's HR then sent a letter to the new company's HR telling them about the employee's obligations under the NDA. The new company's management decided the prospect of a legal issue was too much a hassle, so they reassigned the new hire to a different role outside their direct area of expertise and with a smaller scope for a year.
AFAIK, there was never really an opportunity for the employee to say, "No, don't do that, I'll shoulder any legal responsibility if the previous company decides to get nasty about this." The simple "it would be a shame if something were to happen" letter between HR departments was all it took to put the worker in a career tarpit for a year.
My ex business partner and I founded Ruby Lane (I'm out now) and hosted our servers at he.net in Fremont CA. eBay wanted to meet with us so we were going to stop by on a server maintenance trip. When we walked into the eBay building, they presented us with an NDA and said it was routine and we couldn't walk into the building until we signed it. I refused, because they never told us we would need to sign an NDA and they didn't send it to us ahead of time to review. I didn't even bother reading it, because no matter what it says, if they later wanted to cause trouble over that NDA, we didn't have the financial resources to fight them. Even though they invited us and I told them we don't want to discuss any of eBay's trade secrets, they refused to budge on the NDA. So we met with an eBay person on their outdoor patio for about 30 minutes and then left.
What's hilarious is that many industries run on "expert networks" of people who are full of knowledge they accumulated while under NDA.
The thing you have to realize about commercial contracts is that the law doesn't enforce itself, people who violate them usually don't get caught, etc.
Note also there are other inputs to NDAs. I worked for a firm that did a project for a big accounting firm that itself had confidentiality requirements to its customers so it is natural as an employee of the first firm I help the second firm keep its commitments.
I'd say there are two threads in NDAs: one of them is threats against those who violate confidentiality, another is a description of the procedures that are supposed to be used to protect confidential information. The last time I was doing a lot of consulting I had an NDA that had no threats but lots of guidelines.
Smart choice. If they are trying to get you to sign an NDA before even being offered a job then they better be offering some kind of amazing package. I've seen recruiter companies try to do the same just to interview.
Everyone always thinks their non-compete is good for you and the industry, don't worry about it. They are all bs. I once had a job offer at a startup in seattle where the noncompete said something along the lines of you can't ever say anything about bill gates, who was one of the investors (it seemed extremely broad). I said fuck that, you aren't going to prevent me from making my own political comments about him, whatever they are. I think they wanted to limit people from saying things about his personal family or something. Anyway, I wasted some money on my own lawyer who negotiated a much stricter thing with them. Just say no to these.
Wouldn't they be making their NDA useless by having such a broad scope applied? I thought your contract had to be somewhat sensible for it to stand up in court.
They freaked out when I told them I didn't want to complete the interview loop because apparently I had passed their initial "weeder" interview and they were getting really excited about the possibility of me joining. But I would have had to sign that "everything, forever" NDA to keep going, and they weren't willing to go back to legal or do anything to change it, so that was that.
I personally know several people in my state who had their careers impacted due to threats from former employers over an NDA, so I really don't feel like that was an overreaction on my end. And I'm super-happy where I ended up.
I just wanted to provide a data point on how NDAs that go overboard ("everything, forever") can cut both ways.