Should I turn down a Amazon AWS job offer over this?

https://gist.github.com/anonymous/1132ffc6f32ca6416cd92aa82009d3de

by AmazonCandidate • 10 years ago

47 66 10 years ago

gist.github.com

beamatronic• 10 years ago

Assignment of Invention is standard boilerplate in every offer letter I've ever seen.

andrewguenther7• 10 years ago

[Disclosure: AWS employee]

This kind of clause has been part of every offer letter I've ever received from a company with >100 employees

jeremiep2• 10 years ago

Same here. They rarely if ever enforce it unless you directly compete with your employer.

Sir_Substance4• 10 years ago

Then why not have a clause saying just that?

AmazonCandidate4• 10 years ago

Good to know. Is it enforced rigorously within Amazon? Specifically the attention and effort aspect. Do Amazon employees really have to get written permission from Amazon to work on side projects that might make money?

Sir_Substance4• 10 years ago

You should assume that it will be enforced. Signing a contract on the assumption that certain clauses might not be enforced is a mugs game.

Bearing in mind that amazon has a reputation as a shitty employer, I personally would make desired revisions to the contract, hand it back to them and say "this is what I want, let's negotiate".

If they insist on the boilerplate version of the contract, and cannot be persuaded to alter even small details to make you more comfortable, then you should nope the fuck out of there (unless you have no other financial option, in which case take it and immediately start searching for a bullying-free workplace. Don't forget to tell them on the way out why you chose to bail).

SallySwanSmith• 10 years ago

Yes, it is.

andrewguenther7• 10 years ago

Yes. I've gone through the process just to be safe. Took less than 24 hours to get approval.

Androider• 10 years ago

Amazon is well known for actually suing ex-employees under the non-compete: http://www.geekwire.com/2014/amazon-sues-employee-taking-goo...

You'll find many such cases online regarding Amazon.

debaserab2• 10 years ago

None of the 100+ employee (or 1000+) companies I've worked at have had such a strongly worded clause in the contracts they offered. There's usually something about how anything built using company equipment is theirs, but saying all "productive time" must be used towards Amazon is pretty ambiguous and rather broad in my opinion.

blazespin2• 10 years ago

In Seattle, sure.

scoot• 10 years ago

"Disclaimer: AWS employee"

That's a disclosure. (But don't feel bad - even the attorney up top go that bit wrong!)

1_2__3• 10 years ago

I work in both the executive and IC sides, and no, the "ATTENTION AND EFFORT" clause is not standard, at least, not that I've seen. Typically at most you'll see no-moonlighting clauses but I've never seen them phrased quite so repugnantly as they have been here - after reading the blog post about Japanese salarymen in particular it makes me throw up in my mouth a little. I'll never sign anything that says "Employee will devote Employee’s entire productive time, ability, attention, and effort to furthering <company's> best interests". That's bullshit, and no, not common.

gregw134• 10 years ago

This is extremely standard. The same language was used at my last two jobs.

subway• 10 years ago

It can also be easily negotiated out, if the employer is reasonable.

sdegutis• 10 years ago

Not at Apple as far as I've last heard (5 years ago). I know we're talking about Amazon here, but mentioning this because it surprised me how much of a cult Apple seems like internally.

pmontra• 10 years ago

If you think you'll be working on something of your own, turn off the offer and tell them why. Better, negotiate a different agreement now. That's a standard contract but they might not care leaving you some margin to pursue your own business.

tbendixson2• 10 years ago

Will you be employed in California? If so, there are legal protections for employees that more or less void those sorts of agreements.

toast0• 10 years ago

Are you sure "non-competes are unenforceable in California" generally refers to a different form where you agree to not work for competitors after stopping employment at a given company. If you use company equipment or company time, your work is subject to assignment to the company; I don't know how enforceable the clauses about competing fields with the company are, but usually there's a form to declare when you join (claim widely).

tbendixson2• 10 years ago

I should have been more specific. I was talking about the California law that more or less states that whenever you do work on your own equipment and time off, it's yours and not your employer's.

clockworksoul• 10 years ago

I think you may be misreading the section regarding projects that you develop on your own time with your own equipment (unless I'm misreading it, which is also very possible):

"Any provision in this Agreement requiring Employee to assign rights in Inventions does not and will not apply to any Invention for which no equipment, supplies, facilities, or trade secret information of Employer was used and that was developed entirely on Employee’s own time, unless (a) the Invention relates (i) directly to the business of Employer, or (ii) to Employer’s actual or demonstrably anticipated research or development"

Note the operative phrase: _does not and will not apply to any Invention..._

AmazonCandidate4• 10 years ago

However it follows up by saying unless it relates to the employers research or development. My concern is that since Amazon is such a large company the size of their field of anticipated research and development is so large they can probably claim just about anything I came up with on my own time.

femto113• 10 years ago

Working at Amazon is an extremely intense and consuming experience, but it is also a unique opportunity to learn how to operate software at the highest scale. While there I suggest you focus on learning as much from your day job as possible and do not obsess about your potential side projects in the interim.

jmedwards• 10 years ago

I know this doesn't apply to you, but thought others would find it interesting: in the U.K. the employer owns the rights to your inventions during employment, per the Employment Act, unless explicitly written otherwise.

hosker• 10 years ago

You present it as take it or leave it, other option if you lean towards "leave it" is to ask for an addendum that restricts there rights. Could be as simple as any disputes going to independent tribunal and notification of own projects required rather than permission. Amazon acknowledgement of current project / self employment.

fweespeech• 10 years ago

Never turn it down.

If nothing else, you can always come back with "I have outside projects and I'll need a blanket exemption for projects that I started on before working at Amazon."

andrewguenther7• 10 years ago

I was able to negotiate this before I started at Amazon, this is a great point.

softc• 10 years ago

This is standard but it requires more scrutiny. Contracts are intended to be a two-way agreement, not a way to manipulate you into giving up your IP rights for the sake of employment.

I'd say push back and bring up the fact that you have existing side projects. You could feasibly get an exception if Amazon is a decent company.

otterley2• 10 years ago

(Disclaimer: I am an attorney, non-practicing; this is not legal advice.)

An "assignment of invention" section has been in every employment agreement at every technology company I've ever worked at. It's about as boilerplate as it gets.

However, as noted in the language, it doesn't apply to anything you've worked on, on your own time, with your own equipment. The key here is that anything you want to claim as your own, you can't work on it in their offices or facilities, and you can't use their equipment. So use only your own personal computer to work on it, at home (or at least outside their offices), and never touch your work with any company-provided assets. This includes commenting on it, answering emails about it, etc.

As noted in there, they do give you the opportunity to list all the inventions you've worked on prior to employment, so they can't make a claim on them.

As for the other clause, about not carrying on any other work, I'd consult an attorney in your state. In California, for instance, they're almost totally unenforceable. Elsewhere, I'm not sure it's enforceable if your other work doesn't compete with that of your employer in any substantial way.

Courts care about facts. And cases don't get to court unless you've really angered your employer in some way, or you've made so much money with your side business that they have a financial reason to try to get a piece of it.

Finally, at a large company like Amazon, unless you're a C-level executive, they're not going to negotiate on employment terms. So you'll probably have to take it or leave it.

cmdrfred• 10 years ago

What about the "unless (a) the Invention relates (i) directly to the business of Employer, or (ii) to Employer’s actual or demonstrably anticipated research or development" caveat to the "on own time" section. That seems to be worded in a way that if I wrote some software for a retail shop they might be able to come after it for example.

otterley2• 10 years ago

The hypothetical you're presenting is too vague for me to proffer an opinion, and I can't anyway, since I'm not your lawyer. :-)

But like I said, it's really about the circumstances and not about the bare language. People work on side projects all the time, even when they are subject to an employment agreement like the one at issue here, and you rarely hear about litigation that results from it.

Consider why. Just because you have the right to enforce an agreement doesn't mean you have the obligation to do it. Most of the time, these side projects are just not important or substantial enough to matter. No (former) employer is going to sic costly lawyers after a (former) employee because they wrote something that doesn't present a substantial threat to their business. It's just too expensive, and too distracting.

heroprotagonist• 10 years ago

As not-legal advice, how would this work if you use your own equipment to perform work for your company and also for your own personal work?

For example, if you have your own ESX server with a lot of resources that you use to host virtual machines. Some virtual machines you use to test your company's product when it's more convenient than using a cloud, and other virtual machines you use for your own side-project.

Is it dangerous to combine the two in that fashion?

sigjuice• 10 years ago

OP should watch the documentary Silicon Valley, Season 2 Episode 10 :-)

jdenning• 10 years ago

I'm very curious about this as well - if you do salary work on a personal resources, does it give your employer any extra claim on personal projects created using the same resources (assuming the personal projects were done on personal time)?

Bonus question: if you're salaried and on-call 24/7, does any time qualify as "personal time"/"off-the-clock"?

(Edit: clarification)

julianozen2• 10 years ago

https://www.joelonsoftware.com/2016/12/09/developers-side-pr...

This was a nice article about this topic posted here a few weeks ago

AmazonCandidate4• 10 years ago

Thanks for sharing.

julianozen2• 10 years ago

Also I work at Amazon. I don't know if they would ever be active in pursuing the deals of my contract, but I decided to receive permission to do an external hackathon and I'm not sure how they'd feel about me doing a side project for money. The contract is certainly enough to make me think twice.

Best of luck. Happy to answer more amazon q's if you reach out

jasonallen• 10 years ago

I've worked at Microsoft, Amazon, and several other places. These clauses are pretty standard. I'd say it would be unusual to find a place that doesn't make you sign these (or similar) clauses. My experience has been that it mostly depends on your relationship with your boss. If you're a strong performer and your side interests don't interfere or compete with the company, you're "usually" fine. That's not a guarantee: it's just the odds. Your location of employment also matters. I assume you're planning to work in Seattle, and unfortunately Washington is company-friendly when it comes to worker rights. California is usually more worker-friendly. If you're planning on working on AWS, you're probably going to have little free time. Don't fret this legalese if you plan on dabbling in open source or write games on your free time. However if you're probably going to run into problems than other than just legal ones if you're planning on creating a business on the side: amazon usually demands too much to leave you with much free time.

CaptSpify• 10 years ago

I would argue that just because it is standard doesn't mean it should be. I think the original poster is right in being concerned, even if it's typically not enforced

maverick_iceman• 10 years ago

Both of these clauses are pretty standard at the top tech companies. I don't know whether it is just boilerplate legalese or they actually enforce it.

a_an_the• 10 years ago

Indefinite articles and vowels mean that any way you slice it, the title of this submission should be corrected.

dom0• 10 years ago

Relevant thread: https://news.ycombinator.com/item?id=13142543

vadym909• 10 years ago

This is standard and included in any large company's employment contract. They can't afford not to have it as some sort of fear inducing defense. Accept the offer. Then send a written request to your HR contact for permission to continue working on your current side projects that make money and don't directly compete with Amazon. You will most likely get it. Cross other bridges when you reach them.

Most companies rarely pursue this unless and only do it for very senior folks involved in ground breaking future strategy. As an example, Amazon didn't go after Instacart. Google hasn't gone after their self-driving folks that defected, and I bet they had similar agreements.

ChuckMcM• 10 years ago

This is the big red flag for you:

Truth be told I'm really uncomfortable with the idea of having to get written permission to work on a weekend side project that makes money. I already have side projects that make money, and I have ideas for more.

That will have to stop, and if you don't want to stop it then you should try to negotiate an addendum to the agreement for you that allows it. If they refuse you have your answer.

sheeshkebab• 10 years ago

I'd say to either: 1) focus on your side projects and develop them into real buisines (and skip this Amazon gig)

2) take Amazon gig and make your side projects free and just work on them for fun

blazespin2• 10 years ago

No you should turn down the job at AWS because Amazon has extremely poor ratings on glass door, overworks all of their employees and pays very poorly.

andrewguenther7• 10 years ago

I think that there is definitely a culture problem in a lot of the retail-side of Amazon, but in my experience AWS has treated its people very well. I work at AWS and work a standard 40 hour week, have had a great experience, and Google refused to match my compensation.

caseysoftware• 10 years ago

Every contract is negotiable until you sign it.

While the clauses are standard, it doesn't mean they're required. If you're passionate about something, push for a change. I've gotten the "no side gigs" clause changed a number of times.

Just a simple rephrasing of "will devote Employee’s entire productive time" to "will devote a substantial majority of Employee’s productive time" can give you flexibility.

dadkins• 10 years ago

The assignment of invention disclaimer is straight out of Washington state law [http://app.leg.wa.gov/rcw/default.aspx?cite=49.44.140]. They're required to put it in their employee agreement, but basically anything done on your own time on your own equipment is yours, by law. You don't need permission to reserve those rights.

The moonlighting, on the other hand, where you make money on your side projects, is not protected by Washington state law (California is much more friendly to that). If what you're doing is not a conflict on interest, you'll still have to negotiate it. If it is a conflict of interest, forget it.

Finally, you're about to sign a contract for hundreds of thousands of dollars and a good chunk of your waking hours. Consulting an employment lawyer is relatively cheap by comparison. They'll be able to fill you in on your rights under the law, what's standard in the contract, what's not standard, what's just plain unenforceable, and what you'll have to negotiate to protect the side projects you care about.

xiphias• 10 years ago

Why not just list all your ideas and stick to them?

mabbo2• 10 years ago

I left Amazon a couple weeks ago to join a start-up. One of the reasons I did so was because I was tired of being tied down by Amazon's non-compete agreement.

When you work for Amazon, you can't contribute to open-source. Basically, you can't contribute anything unless it gives Amazon an advantage of some kind (fix a bug in the Linux kernel that's causing AWS issues, for example) or if it will somehow be impossible for the project to ever be used by a competitor to gain an advantage. There's lots of progress being made internally to try to open that up, but after 5 years I never met or heard of an employee who had been given permission to contribute to an open source project.

You also can't have personal projects if you ever plan to share them. I asked permission a couple times to do a side project on my own time, with my own hardware. The first time, legal flat out told me 'no' because Amazon also was involved in that industry- the industry in question being 'machine learning'. The second time, they wouldn't say 'yes' or 'no', they just directed me to the non-compete agreement and told me to 'follow whatever it says'. IE: do what you want, but we reserve the right to sue you.

I wound up doing some side projects that were purely Amazon-internal[0]. It got boring.

All that said, I loved my time at Amazon. I worked with great people, had some crazy times (Amazon Fulfillment is a crazy, fun business), and learned so damn much. If this start-up doesn't work out I may even try to go back. It's a place that has problems, but it's not a bad place- if you don't care about the non-compete stuff.

[0]If you work at Amazon, I wrote 'RediFork' over a couple of dull weekends when I was an SDE1.

andrewguenther7• 10 years ago

When you work for Amazon, you can't contribute to open-source.

Not in my experience. I've never been denied an open-source participation request.

You also can't have personal projects if you ever plan to share them.

Also not my experience. I have plenty of side projects and every one of them has been approved.

P.S. Thanks for RediFork!

mabbo2• 10 years ago

I guess our experiences were different. I definitely applied, and was definitely shot down. Guess it depends on what you want to do? Or maybe they loosened up over time.

When they stopped saying 'no' and just saying 'here's the non-compete doc, you figure out if it's allowed or not', I just stopped trying.

On the bright side- hey look, you're a person who actually got permission! I can no longer say I've never met someone given permission.

gorbachev• 10 years ago

Those contract clauses are more or less standard fare. I've had several contracts like that, including at startups.

If you have significant commercial interests that require time commitment aside from your day job, you should talk about them with your prospective employer beforehand.

throwaway2016a• 10 years ago

"Any provision in this Agreement requiring Employee to assign rights in Inventions does not and will not apply to any Invention for which no equipment, supplies, facilities, or trade secret information of Employer was used and that was developed entirely on Employee’s own time, unless (a) the Invention relates (i) directly to the business of Employer, or (ii) to Employer’s actual or demonstrably anticipated research or development"

My employment agreement doesn't have this clause and my employer made it very clear what I do in personal time is also owned by the company even if it does not relate to the company's business :( so by that standard this is lenient.

I've been at this company years. In hindsight I wouldn't have signed it but I'm stuck in it now.

DrScump• 10 years ago

It's possible that it's unenforceable/unlawful anyway, depending on your jurisdiction.

tzs• 10 years ago

ATTENTION AND EFFORT. During employment, Employee will devote Employee’s entire productive time, ability, attention, and effort to furthering Amazon’s best interests and will not (without Amazon’s prior written consent) carry on any separate professional or other gainful employment, including self-employment and contract work

OK, so that sentence consists of two parts, connected by an "and".

1. You will devote your entire productive time to furthering Amazon's best interests, and

2. You will not (without prior written consent) carry on any gainful employment outside of Amazon.

If those are meant to be independent restrictions, then #1 is incredibly restrictive. Suppose you work a shift that gives you weekends off. If you were to spend a Saturday afternoon at home fixing a leaky faucet you could arguably be violating #1! Most people would say that was productive time, and it would be hard to argue that it was devoted to furthering Amazon's best interests [1].

I assume that Amazon does not actually intend to prohibit employees from fixing leaky faucets, mowing their lawn, cooking dinner, helping their children with homework, and so on. I would prefer, though, for it to be clear that this is the case, rather than having to guess Amazon's intent.

[1] ...unless you want to make the argument that an employee worrying about a leaky faucet at home will be distracted and not able to do their best work when at the office, so taking care of the faucet does further Amazon's interests.

hedora• 10 years ago

Talk to your would-be boss about what would be acceptable in the future. If your boss can't answer, escalate the question to someone that can. If you have existing side projects, disclose them, and ask for written permission up front.

For future projects, if they don't honor the verbal commitments they make during hiring, you can always quit if you are in CA. WA has non-compete agreements, so quitting there might be messy.

Note that you do not realistically have time/energy to work two jobs at once, and they are paying you to be full time. Look at your requests from that point of view before deciding you future employer is being unreasonable.

[edit: Also, demanding you put requests in writing is as much for your benefit as Amazon's. I bet at least one Amazon employee has been building drones as a hobby for years, and published code/plans online. Now Amazon is making drones. A "yes, you can play with drones on the weekend" letter from legal is now worth its weight in gold for that person.]

Should I turn down a Amazon AWS job offer over this?

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