Employment agreements for free-software developers

Agreements can even, perhaps especially, be evil when they're boilerplate, because a lot of this boilerplate tends to be pasted together in a hurry by recently-graduated just-barely-lawyers with next to no experience, and God alone knows where they get it from: previous contracts the law firm had worked on, one assumes. The results can be memorable.

In a previous job (name concealed to protect the guilty) I was hit with a new contract of employment twice, each time after an acquisition (it was made clear that they must be signed or we never saw a pay rise again, while hedging that *of course* not signing would have *no* negative consequences and please ignore all the threats we just uttered). Everyone but me signed them without reading, but I looked at them, and, well, they were quite remarkable and not at all the 'no change' contracts we were promised. Both granted exclusive copyrights to everything done on or off the clock, on your property as well as the company's; one required employees to inform specific named directors of the creation of every new copyrightable work, in person (a tad impractical in a software firm). The other stated that if the company entered legal disputes with anyone over work we had created, even after termination of employment, we would be required to assist, free of charge; if the company entered a dispute with *us* over such work the contract endeavoured to instruct the judge to find for the company automatically (!)

The first of these was clearly inapplicable cut-and-paste boilerplate from non-"knowledge industry" jobs in which copyrightable material was rarely created, but I find it hard to imagine what the latter clause was aiming at, though it too was clearly boilerplate, and badly integrated boilerplate at that (it used quite different terminology from the rest of the employment contract and even a slightly different font size). It would only come into force when facing not an employee ignorant of contract law but when facing a *judge*, who is firstly not even a party to the contract and secondly is a legal professional who would surely sigh under her breath and zap the ridiculous clause instantly -- and that's the *good* alternative for them: the bad alternative would be that it would make the judge angry with the company for trying to tell a judge how to decide a case in advance in such a ham-fisted way.

I can only assume that the purpose of the latter clause was to frighten employees into caving instantly if the employer decided it wanted to sue them, and discourage the employees from suing the employer. One might call this a contract of intimidation...

The company was most unhappy when I made a fuss about these: lots of bluster about how the entire contract was non-negotiable and this would reflect badly on you, followed by a new contract sent out to everyone with the relevant clauses struck out. Imagine that. It's almost like they were negotiable after all, though given that I was already employed by them I have no idea what leverage they thought I had.