Contract BS (rant, probably worth ignoring)

Recently I started working for a new client – no names – who needed me on a emergancy basis. After the emergancy was mostly over, they indicated a interest in continuing to employ me and presented me with their contractor service agreement.

I can’t remember exactly how it was worded, but the clause that got me angry was basically that anything I invent or create while I’m working for them – and the way it was worded it read to me as if it was in the time duration that I was working for them – was their property. Now, I’m fine with cedeing everything I create while I’m ‘on the clock’ to my employer – after all, that’s part of what they buy when they rent time on the supercomputer array named Sheer. But the idea that anyone would try to slip over that they should own everything I create when I’m *off the clock*..

I’m angry about it. Fortunately, I don’t actually need the job – it would be fun, and there’s lots of smart people there, but I do have more than enough work. So I sent back the contract with the bits that I couldn’t deal with highlighted in yellow and a note explaining why I couldn’t sign it. I don’t know what they’ll do about it..

.. but I’m still upset.

Now, sometime around OnAir I started reading everything that got put in front of me to sign. Prior to that I signed without reading, just assuming the organizations were trustworthy. This is only the second time that someone has tried to put something in a contract that I was supposed to sign that’s made me actively angry.

Once I was angry, there were a couple of other clauses they wanted me to agree with that I didn’t – one was that in the event of any legal activity, the loser would be responsable for all court costs. I’m sure they could get that written into the lawsuit, but I’m not about to help them by agreeing to it up front – especially since I already have had my trust in the organization seriously damaged by the attempt to weasel-word in that they own all my ideas.

The other one that annoyed me was that they wanted me to have certain amounts of insurance coverage. Maybe if I charged a bit more – but at my rates, if you want insurance for me, you buy it yourself.

I think that the document they tried to get me to sign illustrates what’s wrong with

a) Money – essentually, this contract was written to protect the bottom line of company A, at noticable cost to humanity as a whole. How much time would I have to spend emailing them every significant idea I have? I don’t know about you guys, but I have at least one neat idea a day (see my next post for my neat idea from yesterday). Most of them just get tossed, some of them get mentally bookmarked for further study, and a few of them actually get acted upon.  Company A was concerned that I might have a neat idea worth signfiicant numbers of dollars, and was willing to waste my time – and theirs – to make sure that those dollars if they actually happened went into their pockets
b) Corperations – in essence, company A did something dumb. They probably see it the other way around – they are the center of the universe and I should be salivating all over myself wanting to work for them because of their deep pockets and fast equipment and whatnot. However, from my viewpoint, they’ve damaged their credibility and if they can’t come to terms with my rejection of their contract, they will lose my services. Perhaps it’s egotistical of me, but I’m coming to think that my services are in fact rather useful and valuable and that there are not a inifinate number of Sheers running around.

Essentually, the problem I see is that companies forget that they exist for the convenience of their employees and customers, NOT the other way around. I’ve said it before and I’ll say it again – the proper order of operations, in terms of who you make happy in a company, is 1) Customers 2) Employees – starting at the bottom and working up 3) Stockholders. In my opinion, in a properly run company even the janitors think “This is MY company. I’m proud to work here, I’m happy with what we do, and I trust us to treat the customers and ourselves right.”

I know that I’m full of what some have referred to as ‘pointless idealism’. I think I prefer it that way.

2 Responses to “Contract BS (rant, probably worth ignoring)”

  1. ClintJCL Says:

    That’s actually a very standard clause that is in many employment agreements.

    Why should they go through the effort to scale their rights back in a granular fashion, when most people are quite willing to sign anything, because they live paycheck to paycheck (Slavery)? Why should they bother?

    It’s up to you to do EXACTLY WHAT YOU DID — hilight the parts you don’t like, and send it back.

    I don’t know if angry is the right emotion. Annoyed perhaps. But it’s good for them, because then if you DID invent something on the clock, but claimed it was off the clock, you could fight it. So of COURSE they are trying to grab more rights than they need, to be on the safe side.

    That’s not evil per se, that’s just business.

    And if they want your work, they will most likely sign the amended contract. That’s capitalism.

    DEFINITELY avoid the court costs one, though. Even if you’ve hired 1 person to contract for you, even then, it is disadvantageous. That’s why I didn’t sue my builder for taking over 3 yrs on 3 month contract — he could swindle payments out of future jobs, use them to pay for an expensive lawyer, and i could end up footing both bills.

    It seems fair and egalitarian to the untrained eye, but it is so NOT fair to have the loser pay attorney fees automatically. I’ll never sign a clause like that again.

    (haven’t finished reading the whole post yet, just got dinner served)

  2. Cygnostik Says:

    That stuff totally pisses me off as well. The thing that especially irks me, always being the smaller less important type is that if I return such a doc for adjustment they’ll just ditch me and move on to the next sucker, leaving me hungry.

    As usual Clint points out some of the good points on the other side, the standard is to scrape everything into their own favor ’cause one simple screw-up could easily allow some dipshit crappy employee to fuck the game for everyone and ruin a company. (or less or worse, but still) It’s not uncommon either.

    Like many other situations the rule becomes the company does potentially rotten shit like this and it’s people’s duty to vote with their feet by walking away – except they rarely do. So in an environment where a happy, sane, trustorthy situations could be reached it can’t be thanks to people and their ignorance, lazyness and greed.

    For every good plan there’s the rest of the world to spoil it, for any natural system that would eventually work itself out… there’s the rest of the world to spoil it.

    The funny thing is, it is still a choice.

Leave a Reply