Aaron wrote:
> "The Employee agrees to keep the company informed of his ideas and
> suggestions towards the technical development of the lines of equipment
> to be engineered, sold and/or managed by the Company.  Employee further
> agrees that he will disclose promptly to the Company any and all
> inventions, improvements, and developments, hereinafter referred to as
> "Inventions," conceived or made by the Employee during his employment,
> alone or in conjunction with others, relating in any way to the
> business of the Company or in which the Company may be interested, and
> that all such Inventions and all information and records in regard
> thereto shall be assigned to and become the exclusive property of the
> Company..."

This is reasonable and customary.

> "It is the intent of the Company that the Employee's sole remuneration
> be for services rendered on behalf of the Company; it is not in the
> Company's interest for upper-level employees to "moonlight."
> Therefore, the Employee should either arrange any taxable compensable
> endeavors for others through the Company, or shall review his plans
> with, and have them approved by, management before commitments are
> made, and the Company promises that such approval will not unreasonably
> be withheld."

A bit strong, but not too far out of line.  I would think it reasonable if
the external activities covered by this section were limited to those
related to the company's business.  For example, if they make fans and
ventillation ducts and you write PIC code for fan controllers, you should be
allowed to write PIC code for a traffic light controller without requiring
permission as long as you don't do it on company time, company equipment, at
the company location, or any other company resource.

> "In event Employee's employment is ended by either party, he has the
> right to use the training an experience gained from his employment with
> company to provide for his livelihood, except as reasonably limited by
> this Agreement, with Company's customers, other customers in the
> industry, or in related fields of employment; however, the Employee
> agrees not to work directly for any competitor of the Company, nor
> indirectly as salesman, agent, consultant, soliciting representative or
> sub-contractor, or in any other way promote the sale, development, or
> use of a competitor's product, or products, while he is employed by
> Company and for a two year period following the end of his employment
> with Company."

This is reasonable except I don't like the 2 year period.  It may not be
enforceable, but I wouldn't agree to it anyway.

> What are your thoughts on the above and what would you do?

I would cross out or modify text until it said what I want, then sign it and
give it back to them.  Tag, they're it.  Now they have to come to you and
negotiate.  Even though it may not feel that way, keep in mind you're in the
strong position and they're not.  They screwed up and should have had you
sign this as a condition of employment.  Now that they've already hired you,
they are in a tougher position.  Their only recourse is to fire you if you
refuse to sign the agreement.  If you keep it reasonable and realize they do
have some legitimate reason for wanting you to agree to some of these
things, they are very unlikely to do that.  It may not even be legal to fire
you because they tried to change the terms of your employment after the
fact.  Keep in mind this is what they are trying to do.  You hold the cards.
Give them what you think is reasonable for them to want, but no more.  Don't
be afraid to say no, no matter how much some corporate bully lawyer
threatens you.  Very likely that's his job, but your boss doesn't really
want any trouble and probably has a lot more say in the matter.  Unless it's
a very big company, but then threatening to expose their incompetence for
not having you sign this before hiring will probably make them back down.

I've been faced with agreements I didn't like before either.  I've always
insisted that the unreasonable parts were removed and have always gotten it
that way or not signed it at all.  In the end I never lost any work because
of it.  The single case where the agreement was really obnoxious (they
wanted the right to veto who I sold stock of my company to) and they refused
to change it, I didn't sign it, and they told me they would not give me any
additional work.  In fact I did to ongoing work but didn't want to take more
since something didn't smell right there.  Shortly after I completed the
work and got my last payment, they closed up and left several other
consultants holding the bag for 10s of $K each.  This was 12 years ago, and
I'm pretty sure they never got their money.


******************************************************************
Embed Inc, Littleton Massachusetts, (978) 742-9014.  #1 PIC
consultant in 2004 program year.  http://www.embedinc.com/products
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