Tell HN: Beware confidentiality agreements that act as lifetime non competes

In some countries that's illegal. So when presented with a contract that contains such claims, I have 2 options:

1) ask them to remove it... and so I risk not getting the job

2) don't say anything, and sign it

If I'm really interested in the job, I'll go for option 2 because I know they cannot enforce such claims, so I'll be fine.

i personally consider bad legal clauses in employment contracts a seriously negative sign about the employer. if they’re trying to pull that sort of thing at hiring, what are they going to try to do later when you’re fully committed?? is executive leadership simply unaware or do they condone that sort of thing??

Well, yes. That's how we do business in the USA. It's literally unavoidable unless you can afford to spend a year or three declining offers until you find a unicorn with a sane contract.

Approximately all businesses explictly try to exploit workers to the full extent of the law. That's what capitalism is and it's how we've structured our society.

The fact that something isn't enforceable does not mean it won't be a giant headache to prove it in a court in a foreign country.

social media shaming has worked in a few high profile companies like openai recently. especially when founders are still around and feel some personal culpability when their company’s values are on display.

but i think your broader societal point stands though. especially with horrible language in vendor contracts that people click through because who has time for that garbage. i hope llms will help people push back in somewhat more concerted and systematic fashion.

Having probably signed such a contract, how do I find out if it is enforcable? Probably talk to a lawyer, but how do you find one that gives you a straight, but correct, answer to such a complex topic. For me it is even more complex since I'm a fake employee (contractor) in another country working for a US company.

The answer to those questions might be really unsatisfying in practice, since it breaks down to a cost calculation by the sueing company (if the company leadership is rational). So in case you get sued you have to fight defensively and bleed them enough so they give up or something.

[not legal advice]

Having talked to lawyers about this sort of case, be prepared to speak to several to find a match, or read between the lines - when you ask questions like, “If I break this clause, what sorts of liabilities am I exposing myself to, and how often in your experience does that happen?” Be prepared for, “as my client, I don’t advise you to do that.” Not super helpful in my case, as I was trying to understand the possible outcomes and likelihoods.

The best advice I got was from a business mentor which was, “if you don’t rub it in their face, they probably won’t notice, and probably won’t care.”

Which is, as you mentioned, a probability calculation.

What I would personally guess [not legal advice] is that you rate the likelihood of your employer suing higher than they do (absent anything egregious).

There's option 3, and that's: don't say anything, strike some passages and sign it.

Whether that's a good idea, that depends on the circumstances but I'm just noting it as an option.

Not possible in some employment contracts.

    > strike some passages and sign it

Oh my god: This is utter nonsense. They weren't kidding when they said don't take legal advice from randos on the InterWebs. Most companies outsource their employment contract authoring to an external law firm, then have (internal) senior HR go over your signed copy with a fine-toothed comb to catch exactly these kinds of "tricks". If your company is that stupid to allow it, then you don't worry about the shitty (potentially unenforcable) clauses in your employment contract.

    > talked to lawyers

From my experience with contract lawyers, most of them aren't worth their fee. They just give you absurdly conservative legal advice that you could have guessed on your own. Once you start paying a lot more for legal advice, you will get more nuanced advice like, "if you want to take more risk, you should consider this option".

This is good to know!

What are the other options than contract lawyers… IP? M&A? Employment?

That’s not really a trick. It’s how contract law has worked for years.

Of course, doing it without telling the new employer is a great way to get an offer rescinded.

Also, if you modify it after the other side signed, then you’ll want them to initial the changes.

If you modified it, then they signed without noticing the modifications, then I guess ask a lawyer.

I don’t see what outsourcing has to do with it. If they have power of attorney to an external HR firm, that seems like their problem. (I’ve never encountered a company dumb enough to do that though.)

Since it would be difficult to prove when changes/strike-outs occured relative to signatures, any such changes to the pre-printed agreement should be initialed by all parties.