I recently received (and later rejected) a six figure Staff Engineer position.
They approached me, they appreciated my tech writing and my extensive list of open source work. (some of which are listed here) We made plans to talk.
Five great interviews went by.
I signed the offer letter.
I was genuinely excited for the role.
Then they took a couple days "for the lawyers to draft their standard employment agreement." 🚩
Their employment agreement contained two awful clauses that made my stomach drop when seen together.
However, if they agreed to 3 interlinked amendments I proposed, it would mostly neutralize both and I wouldn't have to point out how it made me feel.
They agreed to two. ☣️
My biggest flaw is showing my teeth when I witness someone double down on a lack of integrity.
Or maybe it's that I got mad at all. I don't know.
I make no apologies because my life experience has made me feel like it's necessary, but I know it's not. I forgive myself because I always deliberately grow when I see a pattern. BUT THIS ONE IS PERSISTENT.
I need to end this karmic cycle in my life.
In order to do that, I need to ask for your help. For your perspective that my life has not provided.
I need to open myself up to be seen authentically for who I am, in this direction, at moments like this in my life.
I ask: How do you navigate something like this without wanting to rip their heads off?!
It's extremely rare for someone to double down on a lack of integrity so most of you will be surprised to hear this about me if you've witnessed me anywhere normally.
Unless of course, some sh*tbag quietly spread rumors when I got mad at them instead of using the opportunity to look in the mirror - and then you heard it from them.
Just kidding. kind of
That sentiment is part of the structure I need to dismantle here.
I want to think of myself as kind, I feel like that is the sentiment most people have of me.
But I know I am a c-unit if you trip this perceived-lack-of-integrity that's trying to take advantage of me, "boundary" that I'm carrying around.
It is code I need help debugging.
In the words of Paul Selig, "what you damn, damns you back".
You don't have to align to Paul's beliefs, but I know it to be true in my life, so it is the experience I have lived. Because I also believe that my beliefs create my experience of my life.
The abhorrent* combination of clauses.
*- in my opinion, with a degree of acknowledged anger behind it
First, this one which doubts the employee's integrity to the point they feel it necessary to add "Best effort" to the AT WILL employment agreement.
5 Best Efforts. During Employee’s employment with Company, Employee will serve Company faithfully and to the best of Employee’s ability and will devote Employee’s full business and professional time, energy, and diligence to the performance of Employee’s job duties. Employee will comply with Company’s policies and practices as they exist from time to time. Employee will promptly communicate to Company all business, commercial and investment opportunities or offers presented to Employee, or of which Employee becomes aware, that relate to Company’s business. During Employee’s employment with Company, Employee will not, directly or indirectly, compete with Company, be employed by or provide services to any other person or entity, or engage in any other business activity, without prior written approval from Company. Employee may, however, engage in passive personal investment activities, so long as the activities do not compete with Company, violate Company policies or interfere with Employee’s job duties.
🚩 unless they approve it in writing first:
🚩 It blocks my ability to get paid for writing.
🚩 It blocks my ability to get paid for speaking.
🚩 It blocks my ability to continue development on my open source work.
🚩 It blocks my ability to develop new things or even use any new features that excite me.
All of this is specifically outside of work and on my own equipment.
Literally trying to micromanage everything I do, everything that attracted them to me.
And it's web dev - everything is indirectly related to everything.
And my OS work is directly related to some of their work.
I have seen barely similar clauses and I always get them removed or neutralized with amendments because of the nature of my OS efforts.
This is by far the most overreaching variant I have ever witnessed though.
The next one is INFURIATING to me and I didn't even bring it up in my first response.
11 Remedies. Employee acknowledges that violation of this Agreement would have a materially detrimental effect upon Company, the monetary loss from which would be difficult, if not impossible, to measure. If Employee breaches or threatens to breach any term of this Agreement, Company will be entitled as a matter of right to injunctive relief and reasonable attorneys’ fees, costs, and expenses associated with enforcing this Agreement, in addition to any other remedies available at law or equity. Employee waives any right Employee may have to a jury trial to determine Company’s right to recover attorneys’ fees and costs under this Agreement, or to determine the reasonableness of those attorneys’ fees and costs. Nothing in this Agreement will limit Company’s remedies under any applicable Uniform Trade Secrets Act or elsewhere.
(emphasis mine)
This clause is so one-sided and revolting it makes my skin crawl.
🚩 No verbiage of the prevailing party - even if they lose, they can legally assign all of their "reasonable" costs to me.
My first response.
I did my absolute best to give them a chance to agree to amendments that neutralize them enough to the point where I'm not worried about the rest becoming a problem.
I suspect I have already made mistakes here and I need genuine feedback on how you would handle this differently than me so I can learn how to fix my anger that comes later.
Note: The final page I reference here was where I listed my prior inventions, it had a single line available for entry.
The email:
Hello [redacted]!
I had a great weekend! I watched "I Swear" in a local theater which was incredibly touching and eye opening.
The document is agreeable. Since I have an extensive set of prior inventions, I need the final page of the document to be replaced with the 3 pages I've attached here.
In addition to the prior inventions list, I have also included the requested "prior written consent" for section 5 Best Effort that allows me to continue my current engagements outside of Company time/equipment without interference.
Please include your signature and date on the final lines of that written prior consent form before sending me the revision so I may sign the complete document that includes your approved written consent.
I am very excited to onboard and work with you all as well! :D
Thank you!
// Jane
The three pages of prior inventions was necessary to safeguard most of my work from "invention assignment" clauses I won't even talk about here.
Obviously I shouldn't have said it was agreeable when it's clearly not... It's literally dishonest which is itself a lack of integrity and authenticity, so I'm not totally blind to my faults here...
Whatever my karma is though, it's deeper, and I need someone's insight who has some perspective that I'm totally missing here.
My mindset is "if they agree to these 3 amendments, I don't need to talk about the problems, and we can move forward peacefully, together."
The 3 amendments:
Prior Written Consent for section 5, Best Effort:
Independent Speaking and Writing:
Employee may, utilizing their own time and personal equipment, engage in paid or unpaid writing, publishing, and speaking engagements. Permitted topics include web development
methodologies, cascading style sheets (CSS) architecture, advanced programming techniques, data encoding (including steganography and related concepts), information security, and any subjects related to the Intellectual Property disclosed as Prior Inventions in Attachment 1.
Individual prior written consent from the Company is only required for writing or speaking engagements that would directly disclose or utilize Company Confidential Information or specific Company Work Product.Continuation of Prior Inventions:
Employee retains the sole right, title, and interest to continue the development, commercialization, and sale of the software, games, physics simulations, and systems disclosed in Attachment 1. Such continued development shall be conducted on Employee's own time and
utilizing personal equipment, and all resulting income shall remain the sole property of Employee.Future Independent Development:
Furthermore, Employee may author, conceive, and commercialize new independent software, games, and applications during the term of employment without prior written consent, provided such development: (a) is conducted entirely on Employee's own time, (b) utilizes only personal equipment, and (c) does not directly relate to, or compete with, the Company's current business or specific Work Product.
They rejected amendment 3, which cripples #1 and makes #2 rocky enough that they might pull the hairpin trigger on their "Remedies" clause if I made something clever or added a new feature.
I did my best responding to them rejecting the 3rd amendment but it took more than a full day for them to respond and in that time the "Remedies" clause really ate at my mind.
My second response.
This is where my teeth show after they doubled down, which is probably too late into my karmic cycle to address it.
I had the presence of mind to direct it at their "legal team" instead of at the CEO I was talking to.
While I suspect some of you will think I've done okay, and it would be comforting to my ego to hear, I most need to hear from the people who get mad at me for what I do and say here. Please. Tell me your perspective. Tell me what you would have done. Tell me what you would have been feeling because what I feel is as close to rage as I get.
I am sick of this happening to me. And I know it's because something in me doesn't see what is probably obvious to someone reading this.
If you are watching this show and yelling at the screen, THIS IS YOUR CHANCE FOR THE SCREEN TO ACTUALLY LISTEN.
Note: This is incredibly uncomfortable for me to share so please do allow me some grace while you point out what's obvious to you.
I am not proud of it, I was holding back anger, it's obvious in the tone, it feels bad, and I don't know how to fix it.
[Redacted],
I had excellent conversations with everyone on the team and I am excited by the potential of the company in full and individually by each of the members I talked to.
I trust that we are already fully working together, shoulder to shoulder, looking at this employment agreement and working to fix it together.
Not just for me, not just for the image of your company, but for all future employees you attempt to hire.Here is section 5 in full to continue discussion:
5 Best Efforts. [...]
This clause directly implies that your legal team doesn't have trust in my integrity to give my best effort - even though the agreement is at-will and you are free to terminate employment any moment you felt like I wasn't giving my best effort. Your legal team's mistrust and now insistence to micromanage what I do outside of work on my own equipment and restrict my multiple streams of income is wholly unacceptable.
I apologize for any perceived harshness but I will no longer move forward with the employment agreement unless it is removed in full.
Further, since your legal team's intentions have been magnified here, it forces a closer look at their egregious, one-sided, fear based, power hungry lack of integrity in section 11. Here it is in full for reference:
11 Remedies. [...]
Your perception of how I've labeled it is a direct reflection of the energy your legal team has inserted into your employment agreement.
Either remove this entirely as well or introduce some integrity by replacing the sentence beginnig with "If Employee breaches or threatens to breach..." with the following:
In any legal action or arbitration arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party, in addition to any other relief to which it may be entitled.
Additionally, the next sentence should be similarly bi-directional to the benefit of the prevailing party and not one-sided.
Happy to continue once these issues are fixed.
You want leaders, not captured pokemon.
// Jane
Thanks for the note, and for the time you spent speaking with the team. Appreciate your candor. Want to briefly clarify that the agreement was not intended to suggest mistrust or micromanagement; it was our counsel’s effort to account for circumstances we do not expect, but still need to protect against in a standard employment context. That said, I hear your concerns and respect your decision. Given where we are, it's best that we not move forward with the employment relationship. I'm sorry we weren't able to get this across the line. I appreciated getting to know you and wish you the very best. Best,Their final response more than a day later.
Jane,
[Redacted]
No worries at all! I wish you all the best on your journey. What you're planning to build ([Redacted]) was really exciting to learn about - not just as a potential participant, but also as a guaranteed user eager to have access to such a tool! Looking forward to seeing it! Farewell! 👋 💚My final response.
[Redacted],
// Jane
I need your perspective.
Especially the ones who think you see something obvious and feel like I'm daft for not realizing it.
THIS SUCKS but I cannot have this exact same nonsense happening to me over and over and over again.
Reality is a mirror, the answer is inward, but I have searched for years to fix this poison in me and cannot find it without whichever repressed, hidden part of me is represented in you. I know it's just a defense mechanism trying to protect me from something but I feel like a dog barking at its shadow oblivious to wtf it is.
I invite Open Contact 💚👽
Please keep the comments on-topic and reach out with anything else through my socials! Happy to help, love to see what you've created using my OS contributions.
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My heart is open to receive abundance in all forms,
flowing to me in many expected and unexpected ways.
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Top comments (1)
Most companies I've worked for have this type of clause, but this is by far the more one-sided and aggressive I've ever seen. Many times they provide a way to get out of it (e.g., I have an LLC and I can keep working for it, even if I'm not doing anything but that's a different story, as long as I'm not competing/taking business from the company). In a few companies I had to sign some conflict of a interest declarations that resulted in me not being involved in software purchasing decisions... But to be honest, I almost prefer that.