Unusually restrictive employment contract?

[stfu&gbtw]

A friend of mine just asked me to review an employment offer he received... Before seeing it, I figured that was probably just him being overly cautious, but looking at it, it does seem a little weird. Some of the parts that jump off the page include:

1 year non-compete for a non-executive position

No unapproved outside employment

The contract lists 30℅ less vacation than was offered verbally

Contract is stated to begin upon being signed, not on the proposed start date

The contract says that upon termination, the company will pay outstanding salary and expenses, and no other benefits except as required by law. Pretty sure vacation pay out is required by law, but it seems strange that this oddly detailed document doesn't happen to mention it.

And when I say oddly detailed, the contract is ten pages long... Ten pages? For a middle management position paying $70k? A board position or something, maybe... This almost seems like some kind of test... The vacation part especially... Am I reading too much into it? Is this just how it works now? I gave a guy some bad job advice a long time ago that ended up fucking things up for him. I don't want to repeat that mistake. Seems obvious that the guy should have an attorney review it. If anyone has any other advice, or if this brings any questions to mind, I'd appreciate the advice. Thanks.

[galibier_numero_un]

Seems a bit tilted toward the employer to me. I haven't had to sign one in about 9 years, so perhaps I'm out of touch with the shifting balance of power however.

... Thom

[shroom]

par for the course based on what i've seen lately.

my wife is on a non-compete for companies within 15 miles of seattle, as an entry level healthcare provider (lol). just gotta think about what is actually enforceable and plausible.

lots of different buckets/names out there for PTO these days, it may be worth clarifying that one with HR.

[Bosco]

About the vacation thing. It varies state to state, at least it did. I left a company that was based in MI, but working from CA awhile back. If I lived in MI they would not have to pay me for unused vacation. However, because I was living in CA they did (at the time not a use it or lose it state). They were not happy.

Also, suing an employee making 70K a year over a breach of contract seems ludicrous to me. Seems like a scare tactic. Not a nice way to start a relationship.

[RShea]

Just because the clauses are in there, does not mean they are all enforceable or have any basis of being sound for your state and local laws. Many non-compete agreements have to be very specific as you may know- you can't limit someone from finding any other job- maybe a job in the same industry or similar line of business.

[Pegleg]

My guess is that the company had the contract prepared as a form for an executive at some point, and then just started using it with everyone. Enforceability of the noncompete depends on the state, as does whether the company is required to pay out unused vacation time upon termination.

[stfu&gbtw]

Thanks guys... I guess the $70,000 question is whether it'd worthwhile to pursue a negotiation or not. Seems that's a bit of a zero-sum game in that either the employer will welcome the discussion and will gladly explain the terms, even if they're unwilling to change them - or the employer will bristle at being questioned about their contract, in which case why sign up to begin with? But while I'd think an employer's unwillingness to entertain a detailed discussion about their contract would be reason enough to pass on a job, that sort of thing is easy to say when I'm not the prospective employee... This gives me a lot of heartburn... As a younger man, I cavalierly recommended to a friend that he renegotiate a perfectly acceptable offer for a pretty entry level position... My friend took my advice, and the job offer was rescinded. No, I haven't spoken to him recently...

I think my advice will be to have an attorney review the contract and explain all its terms and offer some insight into how these agreements usually shake out under CO law. Would be interesting to hear whether a CO employment attorney sees any red flags in the language. Also, I'd think that bringing up the discrepancy between the verbal and written offers of vacation time has merit regardless of any other specifics. I can't think of any reason why someone should be willing to have a verbal discussion about X weeks of vacation time, and then accept a written contract offering less, without so much as a discussion about it. but maybe that's just me... Personally, I wouldn't go anywhere near this bullshit. 10 pages? Sounds like somebody in upper management isn't using their time efficiently.

I appreciate the advice.. Thank you.

[ski-wpk]

Non-competes are tough to enforce in CO given right to work law. I've signed two 2-year non-competes while in CO, first one essentially unenforceable.

[jono]

I've been known to alter the terms of overly long, one-sided documents whenever someone hands me one they haven't signed yet. A crossed out word here, changed "penalty" amount there. I figure if they don't think I'll going to read it I'm safe making the same assumption. Always true so far. Can't recall if I've done it with an actual, negotiated contract yet (skipping any mention of my changes, that is) but in this case I'd probably open with a request that they initial the change to vacation time to match discussed terms. Simple enough if that's the only real concern. Odds are the boilerplate never gets altered unless someone asks--after all the time and money creating it, they don't want to think about it again.

[Name Redacted]

Non-competes are tough to enforce in CO given right to work law. I've signed two 2-year non-competes while in CO, first one essentially unenforceable.

This. Unless the employee maliciously leaves to work for a direct competitor and uses inside knowledge to harm the former employer or something like that. I once signed a non-compete for the entire US for 2 years, knowing that shit would never stand up in any court. It is just a scare tactic.

[jm2e]

The sad thing is, people applying for $70K jobs just don't have much leg to stand on. We're looking for a job. Any job. And the HR department is looking to hire people, not negotiate. "Here's a job we're offering you. Oh, you don't like what we just offered? Sorry, just offered it to someone else who's going to accept it without a bunch of bullshit"

[stfu&gbtw]

^ Dunno... seems like a good way to weed out shitty companies... And shitty employees for that matter... Who wants an employee who signs bad contracts? The whole thing doesn't seem to add up.

Funny enough, spoke to the guy this am and he just got another offer from a different company who delivered a very normal looking 2 page employment agreement. It's for a little less money, but looking at the two agreements side by side, they really seem to speak volumes... not just about the companies, but also about the employees who signed the documents. Weird world we live in these days...

Thanks very much for the responses. I'll post an update when I hear what shakes out...

[Timberridge]

You should check with Parvo first, but I think as long as the contract doesn't require the the employee to service the boss, you should be good to go.

[stfu&gbtw]

^ as if there are any 3 story buildings in Denver...

[mall walker]

But while I'd think an employer's unwillingness to entertain a detailed discussion about their contract would be reason enough to pass on a job, that sort of thing is easy to say when I'm not the prospective employee...

Yeah... it sucks going in with a shitty BATNA, but given the choice I certainly wouldn't want to engage with a company unwilling to even discuss the terms of their contract. No unapproved outside employment in particular strikes me as odd (maybe illegal? but I have no idea). You can't work 4 hours a month at the climbing gym to get a free membership without notifying them?

But again easy for me to say from the comfortably-employed chair over here.

[cravenmorhead]

PM me if you want a recommendation for a good employment lawyer in Denver. Shouldn't take long to review a contract like this and advice your buddy what it means and what's enforceable. Worth a couple hundred bucks of an attorney's time vs. potentially being out of work for a year or fighting over whether a non-compete is enforceable.

[Pegleg]

This. Unless the employee maliciously leaves to work for a direct competitor and uses inside knowledge to harm the former employer or something like that. I once signed a non-compete for the entire US for 2 years, knowing that shit would never stand up in any court. It is just a scare tactic.

FWIW, this isn't true in Colorado. There are other grounds for enforcing a noncompete other than protection of trade secrets (for example, if the employee qualifies as "executive and management personnel and officers and employees who constitute professional staff to executive and management personnel" or if the employer paid to train them and they've worked for the employer for less than two years, then they can be bound by a noncompete), and a nationwide noncompete could be enforceable if the employer does business throughout the US.

Also, employers sometimes deliberately leave out the attorneys' fees clause so that, if they sue you or you sue them, you have to pay your own legal fees regardless of the outcome. That means that, even if the noncompete is arguably unenforceable, they can take you to court over it and force you to spend a ton of money arguing over it. They know you probably don't want to spend $50K to find out whether or not it's enforceable.

Bottom line, I wouldn't make any assumptions about it without consulting a lawyer who knows local employment law.

[Danno]

Also, I'd think that bringing up the discrepancy between the verbal and written offers of vacation time has merit regardless of any other specifics.

has your friend not even mentioned this to them? If he's letting himself get intimidated by the long contract, and upset by the vacation discrepancy, without so much as mentioning it, your friend needs to grow a pair. As was mentioned, the contract is something they probably got once for a different position and now just modify all the time, and the vacation thing is likely a mistake. If he brings it up and they bristle, then he knows this is a place he shouldn't work at unless he is really desperate (and since he has another offer, he probably isn't now). But my guess is he brings it up and they say "oh, our mistake, sorry!" and they change it right away. In which case he has let something immaterial influence his decision making.

[GoldMember]

A friend of mine just asked me to review an employment offer he received... Before seeing it, I figured that was probably just him being overly cautious, but looking at it, it does seem a little weird. Some of the parts that jump off the page include:

1 year non-compete for a non-executive position

To start, it seems kind of crazy for that level but don't agree to it without seeing what the non-compete agreement is. Right now, he would agree to it without knowing what it says.

No unapproved outside employment

Ask for clarity, in writing, as to what would not be approved and what would be.

The contract lists 30℅ less vacation than was offered verbally

Point out the discrepancy; "Oh, there must be some miscommunication on this. I was offered X vacation but the form only indicates Y. Could you correct this before I sign? Thanks."

Contract is stated to begin upon being signed, not on the proposed start date

Mark out the date and initial it. As with any contract, and with the other items listed, it should have some room for negotiation. A contract represents a meeting of the minds. If both parties haven't come together, the contract should be negotiated until they do or until they mutually recognize they can't, in which case your friend is better off not engaging.

The contract says that upon termination, the company will pay outstanding salary and expenses, and no other benefits except as required by law. Pretty sure vacation pay out is required by law, but it seems strange that this oddly detailed document doesn't happen to mention it.

Vacation is an accrued benefit and should be paid, at least from what I'm aware of in any case in WA. Not sure about CO but would believe it to be the same. Regardless, again, have him clarify it and memorialize the agreement in the contract.

[Art Shirk]

That's nothing. Now here's a (pre)employment contract

http://www.tetongravity.com/forums/s...ght=employment

[stfu&gbtw]

Awesome... thanks guys. I can't read through all of this right now, but I will later.

[exsparky]

Non-competes are tough to enforce in CO given right to work law. I've signed two 2-year non-competes while in CO, first one essentially unenforceable.

I would also ask to limit the range of the non compete to 100 miles from the place of employment if possible. Its not an unreasonable request and if they are dirt bags about that I would walk.

[Sirshredalot]

Yeah... it sucks going in with a shitty BATNA, but given the choice I certainly wouldn't want to engage with a company unwilling to even discuss the terms of their contract. No unapproved outside employment in particular strikes me as odd (maybe illegal? but I have no idea). You can't work 4 hours a month at the climbing gym to get a free membership without notifying them?

But again easy for me to say from the comfortably-employed chair over here.

I've worked jobs where notification and approval of outside employment was required. Generally, the climbing gym job was nbd, so long as your performance at your day job was fine. It existed to police staff for conflicts of interest with customers or contractors.

[riser4]

Does the contract say word one about the 3rd floor bathroom?

[BmillsSkier]

That's nothing. Now here's a (pre)employment contract

http://www.tetongravity.com/forums/s...ght=employment

Wow, I missed this thread the first time around. That's a new one to me.

Didn't get a chance to read through it yet but what happened? Are they a cult or more like the firm in the Grisham novel?