See you in court! What should a programmer know about a work contract and an NDA?

Work contracts and non-disclosure agreements (NDA) are, today, for most programmers, things are quite familiar, because in the field of technology companies they are almost ubiquitous. Despite the fact that the very concept of contract work for individual specialists, with the signing of an agreement and NDA between a specialist and an employer, in general, came to us relatively recently from the USA, where this practice is widespread everywhere. Either because of relative novelty, or because of a very vague legal field, or because of natural carelessness, but in our country, programmers and other IT specialists treat work contracts and non-disclosure agreements with a great deal of frivolity, and often sign without reading at all. And this sometimes leads to problems, most often arising when an employee leaves the company with which he signed the contract. Or he gets fired. This is where some important details may come up: for example, penalties may be provided for in the contract, or you need to inform the company about your dismissal much in advance - a month or two in advance. There are also cases of unexpected accusations of employees in violation of the NDA, when they allow actions specified in the non-disclosure agreement as prohibited - for example, send their resumes to competing companies. Everyone or at least a significant proportion of these problems can be avoided by carefully reading the work contract and NDA before signing them. Therefore, today we will talk about what to look for when the employer hands you these documents for signature.

What to pay attention to first of all?

First, let's briefly go over the main things that you need to pay attention to in the first place.

1. The name of your position.

   Although this may seem unimportant to many, the exact name of your position in the contract plays a significant role, so try to make sure that it most fully reflects the essence of what you will be doing. This can be important if, for example, you are offered to do work that is not part of your direct responsibilities and was not discussed during the interviews. And in general, the position title will remain on your resume forever, so it's best to make sure that it best reflects your career aspirations.

2. Description of work.

   The description of the work that the signing specialist should do is not found in every work contract. If it is, then you should make sure that this description is not too short or, conversely, not too long, and most closely matches the job that you agreed with the employer.

3. Remuneration - salary, bonuses and payment terms.

   Many pay attention to this section of the working contract in the first place. And this is logical. Unless, after making sure that the contract contains exactly the amount of remuneration that was originally discussed, one should not forget about other important things. In particular, it makes sense to check whether the contract specifies exactly how and on what days payments will be made, and whether any additional bonuses and payments are recorded, such as covering transportation costs or paying for medical insurance.

4. Dates and duration of the contract.

   Make sure that the start and end dates of the contract are clearly indicated, unless of course it is a contract for a specified period.

5. Rules for termination of contract and termination of business relations.

   Particular attention should be paid to the part in the contract that specifies the period that both your employer, for your part, and you, for your part, will have to provide to the other party in the event of termination of the relationship. That is, the time that must pass from the announcement of the termination of the contract to the actual termination of the relationship. Most often it is 1 month, but it can be different.

   In general, all rules for terminating contractual relations between the parties should be clearly defined and understandable. Please read this section carefully and feel free to ask for clarification if needed.

6. Place of work and working hours.

   It is also worth making sure that the contract specifies the working hours that were agreed with the employer. And also it should indicate the place of your work, which is especially important if you, for example, negotiate with the employer the combination of work in the office with remote work.

7. Vacation and sick leave.

   Well, things like the number of days of vacation you are entitled to, the rules for transferring them in case of non-use, and the same for sick leave, should also be clearly indicated in the contract.

Major Dangers and Pitfalls in Contracts and NDAs

But in addition to the above fairly obvious things, there are more complex parts in contracts and often signed NDA agreements with them, the agreement with which can cause serious problems. Here is the main thing to be wary of in these documents.

• Transfer of intellectual property.

  This part of the contract may state that the employer acquires the rights to all the results of your work obtained during employment, including, for example, ideas and creative solutions, or your own projects if you worked on them during working hours. Therefore, it makes sense to clarify the wording that is used in the contract if the issue of intellectual property is important. And it is important, first of all, if you plan to create something original: new algorithms or other unique solutions that can be patented.

• Prohibition of work for competitors.

  Another nuance that is quite common in contracts, which is usually formulated as follows: the employee does not have the right to work for companies competing with the employer for a certain number of months or even years after the dismissal. The problem here is that many companies may understand the word “competitors” very broadly. For example, some Internet corporation can quite easily write down as competitors all other companies whose business is connected with the Network. As a result, if work for this employer for some reason does not go as smoothly as we would like, changing it to another will be a problem, because for this you will need to find a company that does not fall under the category of competitors.

  “ Depending on the law in your country, this clause may or may not be enforceable in court, but it is nonetheless one of the most important. I always learn it one of the first, and I insist on reducing the period during which I will not be able to work for competitors, to 1 year maximum, ” said Frank Shearar (Frank Shearar), an experienced developer from the site StackExchange.

• The ban on hiring any of your current colleagues.

  This is usually a clause in the contract whereby you cannot hire or otherwise facilitate the hiring of any of your colleagues working for the company you are contracting with for a certain number of months. This was invented in order to prevent a group of people, for example, a department, from leaving the company as a whole, or so that the manager would not be able to leave the company and take with him the entire team working under his control (it occurs quite often).

  “ This is something you will really regret. For example, if one of your colleagues quits and goes to work at a cool new startup, you can't do the same. By signing this clause, you are effectively cutting off a whole layer of career opportunities, ” warns Joel Spolsky, an authoritative developer and blogger.

• Other restrictions on working with the company's clients and/or competitors.

  So, many companies in their contracts forbid developers to work not only for their competitors, but also for any of the client firms, and in general for any employer from the same or related industries. Experienced developers are advised to insist that the period of restrictions in this clause of the contract be reduced to a maximum of 1 year. Different conditions for terminating the contract for the employer and contractor. Another point that experienced programmers are advised to pay attention to, insisting that the rules for terminating the contract are the same for both parties. For example, if an employer can terminate an agreement with two weeks' notice, the contractor should be able to do the same.

Opinions

Well, let's finish with a number of quotes with useful tips and opinions on this subject from really experienced programmers. “ I think that companies should strengthen and maintain the loyalty of their employees by treating them fairly and honestly, and not by imposing this loyalty on them through a work contract. I am not going to make this mistake again by agreeing to sign contracts with unfair and infringing terms on my rights. Fortunately, given the current shortage of qualified programmers, the balance of power is on our side so far. Therefore, if you want to change jobs, you can, if you wish, find an offer without any kind of limiting factors in the contract, ” says Joel Spolsky, whom we quoted above. “I think it's reasonable to assume that any code you write at work or as part of your job duties will be owned by your employer. But many contracts are written in such a way that they imply that any of your code, even if you wrote it in your spare time, will also be the property of the company. This is wrong, ” warns Dean Harding, an experienced programmer and head of a consulting company. “Decide whether or not to sign an NDA, depending on what you get in return. An NDA is a type of contract, and in return for signing it, you should be getting something. From this position, you can decide whether to sign an NDA or not. In some cases, you can even request a separate financial reward for signing an NDA, ” Joseph Yurgil, a programmer with US government experience, shares his experience.