Hi Aaron, Is that in California? If so, forget about non-competing agreements :-) = Non-compete employment agreements are illegal in California. Business and Professions Code =A7 16600 provides that "every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void." Unless is a business owner or a partner. = Remember the case former Aetna employees in California vs. Aetna Medical Insurance. California is a heaven as far as that part is concerned: an employee may literally walk out the office and walk into the competitor's office and start working. Of course, you cannot sell secrets - that's illegal. = If you're not in the California, then: 1. 2 years is just plain too much, negotiate it. You really cannot foresee events in the next 2 years _after_ you terminate the employment. I used to work with a big corporation in the Pacific Northwest, and that part was really a pain in the ***, though it lasted for "only" 1 year. = 2. Non-disclosure is something what reasonably you should agree to. You shouldn't steal secrets from your employer, and you are probably ok with that. 3. Get a rid of that part " which the Company may be interested " - it's too broad, and they could take you to court for anything. Having more cache for lawyers then you, that could put you in a bad position. = 4. "moonlighting" is something many IT companies I know about and worked for generally don't tolerate. Avoid it if you can, and don't sign it. Leave it to your immediate manager to decide if your performance is affected by it. You should be able to create something offsite, in your spare time, if you like. Then sell it or make extra money doing it. This has nothing to do with your employer, unless you are using his equipment and doing it during your working hours. = If HR threatens you, threaten them back. = Good luck! Cheers, r. = -----Original Message----- From: piclist-bounces@mit.edu [mailto:piclist-bounces@mit.edu] On Behalf Of Aaron Sent: Sunday, January 01, 2006 6:24 PM To: piclist@mit.edu Subject: Re: [OT]Non-Disclosure, Non-Compete, & Inventions Agreement On 12/22/05, I orignally wrote: > > A not-so-hypothetical scenario... it the middle of your 3rd week on a new > job -- which you really like and enjoy. Now the HR guy comes to by, hands > you a couple sheets of paper, and says to review this Non-Disclosure, Non- > Compete, and Inventions Agreement that he forgot to mention and have you > sign. > > Among other items, it contains the following 3 paragraphs... > > "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..." > > "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." > > "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." > > What are your thoughts on the above and what would you do? > > Aaron I just got back in town and am attempting to catch up on a bunch of email -- thanks for all the responses. Several people inquired as to my location -- it's in the USA. For now my plan is to...ignore the paper and hope HR forgets about it. Unfortunately, they have another new person starting this week so HR's memory may get jogged. If I get further, repeated requests to sign it, it will be handed back with several changes for them to review. The primary one being the removal of the "or in which the Company may be interested" phrase in the inventions section. I also have a several projects developed in my spare that I will bring in to support my case for removal of this phrase. Regarding 'not allowed to work for a competitor within 2 years' portion of the agreement - to my knowledge there are no competitors within commuting distance so it is probably a non-issue. Things could change, but most of my family is here and I have no long term plans to relocate. Any case, I'll request that they furnish a list of competitors and make it a part of the agreement. Moonlighting -- this one is interesting as my ex-boss just contacted me asking if I have any free time he can pay me for! I plan to discuss this with my new boss this week and get his reaction. This will help me know how to handle the 'moonlighting' portion of the agreement. I really believe that this is a boilerplate document forgot about by the HR person. I don't believe they intentionally mislead me or negotiated in bad faith. My boss is pretty reasonable and I expect that reasonable modifications to this agreement shouldn't pose any significant problems. Aaron -- = http://www.piclist.com PIC/SX FAQ & list archive View/change your membership options at http://mailman.mit.edu/mailman/listinfo/piclist -- = http://www.piclist.com PIC/SX FAQ & list archive View/change your membership options at http://mailman.mit.edu/mailman/listinfo/piclist