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Today at work I was given an agreement to sign. It seems employees here normally sign this early on when being hired, but in my case it somehow fell through the cracks until now. Probably because I first started working there by "helping out" for a few days when they had too much work and too few employees, and from there I gradually transitioned from being a sporadic helper to being a part-time worker with fixed hours.
The agreement includes exclusivity, confidentiality, non-solicitation, and non-compete. They are very broad, so I'll have to negotiate them down, and very possibly quit if they refuse my amendments.
I'll refer to this company as "Comp" for the duration of this post.
I'm not a lawyer, nor do I have any experience with legal matters, unless you count having read the GPL once :^).
Exclusivity says that I'm not allowed to work for anyone else while I'm employed at Comp. This one is the most obviously ridiculous one, because I'm already working at Comp part-time *specifically* so that I can do other things with my extra time off, including some freelance software work.
There's also a second part to this clause which seems to be basically a mini non-compete, which says that I'm not allowed to accept work from Comp's clients or suppliers. Which is silly, because I already work for one of their clients, and in fact it was via that client that I got a job at Comp in the first place!
So I'm going to scrap this clause nearly entirely. The only part I'll accept is not working for their clients and suppliers, but I'll add an exception where I should be allowed to work for a client/supplier if I knew them before I started working at Comp, or if I met the client/supplier outside of Comp and before they became a client/supplier of Comp's. The latter is important so that if I work for someone and they decide to buy something from Comp (thereby becoming a client of Comp's), I don't lose my right to work for them.
I'm generally fine with confidentiality, but Comp's agreement really pushes it by making it as broad as possible. From reading it it almost sounds like I'd be forbidden to share or use for personal gain anything I learn there, no matter how trivial, for the rest of my life.
So to this clause I'm adding a paragraph specifying that it does not apply to things which are publicly known, become publicly known through no fault of my own, which I already knew before working there, or which I learn through legitimate means other than it being disclosed to me by Comp. I'm also adding a paragraph stating that the agreement no longer applies once the information no longer qualifies as a trade secret. I based these two paragraphs on a sample agreement at this http link:
https://www.nolo.com/legal-encyclopedia/sample-confidentiality-agreement-nda-33343.html
I didn't actually know what the word "solicitation" meant before today, but it seems non-solicitation means I'm not allowed to hire the people they list. This list includes every type of employee they might have, as well as clients and suppliers. I'm mostly fine with it, since it only lasts 2 years after I stop working at Comp, but I'm still adding an exception similar to the one from the Exclusivity section. This exception applies to clients who are not also employees and who I knew before working at Comp, or who I met outside of Comp before they became clients.
The non-compete clause lasts only 2 years after I stop working at Comp. In theory I don't mind it, because I have no intention to compete with Comp, I'm not interested in that field of work.
The problem is that they also specify that I'm not allowed to compete with any other businesses that administrators at Comp might have, nor am I allowed to compete with them in any kind of business they *might* enter in the future. This is just way too broad, so I'm striking out the "future" part and the "administrators at Comp" part, leaving only Comp itself that I'm not allowed to compete with.
I think this makes the most sense, because I don't have anything to do with the other businesses the administrators at Comp might have, nor do I know what markets they might enter in the future, so these things should be totally irrelevant to this agreement.
I don't actually know how enforceable some of these clauses are. But I don't want to sign something on the assumption that it's unenforceable, so if I can't get these amendments through, I'm just not going to sign and will have to stop working there.
I'm not actually too worried about what will happen if I do lose my job, though maybe I should be, with this Covid-19 economy. But I have enough money saved up to last me for at least 6 months, and I have other backup plans, so I'll probably be fine.
2020-09-17 by ML
tag: law
tag: money
tag: mr