[lbo-talk] legal dwama

Jordan Hayes jmhayes at j-o-r-d-a-n.com
Wed Jul 9 18:52:14 PDT 2008



> what's mucking up the works is this other clause they
> have that makes it sound like anything you made before
> employment counts.

Never underestimate the possibility that whatever it is they are asking you to sign is Just Written Wrong. If you see something that, from your armchair, looks like a LegalBlunder, my advice is: don't hire a lawyer, just go directly to management and say: this sounds wrong, can you have the lawyers look at it (Jordan's Money Making Tip For Today: why pay your lawyer to do something that their lawyer should be doing?). My experience is that no one reads this stuff, and if you read something that smells wrong, you can probably convince your manager that it smells wrong, too. It's just that no one read it yet.


> we have to provide a list of everything we think we owned prior
> to employment, as well as any "inventions" etc that we've since
> made but are not something we made on company time. and people
> are like, why? why do they care?

They care because the buyer doesn't want to buy a Pig In A Poke.

http://en.wikipedia.org/wiki/Pig_in_a_poke

So any buyer would say: Swear To Me that there's not going to Be A Problem when/if I buy this poke. Management shrugs and says: get the employees to Swear To Me that there's not going to Be A Problem. Management asks: how do we do that?

The lawyers say: get them to sign this!

They don't want you to assign all your shit to them so they can exploit you; they want you to assign it so that they can say "Yes, we own all this crap, so we can sell it to you fair-n-square" ...


> message: never give em repurposed stuff you think you own. if
> you want them to have it, don't repurpose on their time. offer
> to sell it to them!

If what you'd really like to do is preserve your right to do something with it later, offer to sell them a license for $1 and some options. Make it a "royalty-free, fully-paid-up, transferrable" one if you must, but the worst thing in the world you can do at this time is jeopardize a sale by digging your feet in about some PHP script.


> the non-compete is pretty straightforward: don't try to get
> hired or help anyone else get hired by one of our
> competitors for 1 year after termination.

This is the most overrated part of any deal like this. I double-dog-dare a company to go suing ex-employees just because they go work "for a competitor" ... If you are George Lucas, you'd better watch out; but for anyone else it's just an escape clause.

This legal advice is worth every penny you paid for it.

/jordan



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