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Right now I'm working as a Software Engineer contractor, and I offered my client to become permanent, to give him some security that I won't jump ship in a middle of project (current project is extremely interesting for me).

However once HR department presented me with a contract. HR department and I exchanged emails for a week and scheduled the meeting to discuss the amendments in contract, though I have a feeling the majority of my amendments won't be set in place, some of them relate to "waiving my moral rights regarding copyright and patents" to corporation.

What's the best way in your experience in taking your word back and save maximum face?

P.S. Just to be clear, I do not ask for legal advice, or explain me what the laws are even before you guys asked me where I'm from ;) My question is regarding backing out of contract if my conditions are not met, everything else is just a context.

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as a contractor you where working for hire and as an employee your employer owns what you produce for them. –  Neuromancer Feb 4 at 20:11
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Good plan, OP. The company will definitely let you keep your "moral rights" so you can sue them over ownership of a patent they own whenever it suits you –  itcouldevenbeaboat Feb 5 at 16:04

7 Answers 7

up vote 10 down vote accepted

Taking your word back may not be the best way to see this. I'd see this more as you couldn't agree on terms for you to work as permanent and thus want to remain on contract for this project. The key point here is to consider which points are a big enough deal that you'll stay as a contractor and not transition.


Saving face here is likely done best by knowing which terms you aren't going to change and thus if there isn't an agreement, what is the best way to move forward? Be professional in your communication and don't get emotional about this issue which shouldn't be a big deal that the idea didn't pan out as planned.

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Nirth,

Until you sign a contract, you've really only made an "agreement to negotiate". This phase is just a green-light for your manager to get the ball rolling with HR. Someone's got to generate the contract or offer letter.

I think Wesley Long's right about what you're seeing in the paperwork as far as copyrights and patents are concerned. This is common language and though it's explicitly set forth in legal statute just about everywhere, it's always good for a business to make it known and obvious to potential employees. The only time I'd have a concern is if the employer wants to hold on to copyrightable and patentable work product of yours that occurs when you are NOT at work -- that's a red flag. But if you're at work, and getting paid to create, the generally accepted approach is (a) patents are in your name, but rights are assigned to the company and (b) copyrights belong to the company. I'm not an attorney, and this does not constitute legal advice.

As far as backing out is concerned, if it comes down to it you may have to let them know that you "respectfully" decline the offer. There will be no hard feelings unless you show up to work with a shotgun. This kind of thing happens all of the time. Depending on how much work there is to go around, and your relationship with your manager, you might want to update your resume.

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I think you need to get a lawyer to review your (proposed) contract.

"Moral Rights" are your rights of copyright and such. Ref: http://en.wikipedia.org/wiki/Moral_Rights

Any work done as an employee is, by definition, "Work for Hire" and all intellectual property rights are implicitly assigned to the employer. This employer is just making the assignment explicit. Remember, the law uses words as they were originally intended, not what they have come to mean currently.

I think you are getting worried about things you don't understand.

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@WesleyLong I'm not really asking about legal advice, and you didn't provide me any just for the record. Let's abstract that issue, there is a clause in contract (any clause) that I'm not willing to back down on. What's the best way to save my face and back down on my promise to go permanent, that's my question, in last paragraph, I can read my contracts on my own and decide what they mean. –  nirth Feb 3 at 22:29

I've encountered this in the past.

The situation was that i requestion for certain perks if they would like to sign me on as a permanent staff. They verbally promised these perks i mentioned and after exchanging emails with the HR staff and the boss, i agreed that i would take the job and schedule a meeting with them.

Everything changed however when we meet, after going through the contract, i noticed than majority of what i wanted is not written. I asked about these and they told me at the moment they are not able to place it in the contract, but it is a 'confirmed' thing that i would get it.

The thing is always get things down in black and white. We ended up in a heated debate, them saying that they have already booked me for project and me saying i needed black&white..

I ended up rejecting the proposal and found a better one elsewhere.

Nothing to be ashamed of. Giving face/ giving in will only make you miserable and causes regret later on.

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Get your client involved in the problem now instead of waiting until you're sure that you won't be signing the contract. Let him know that you are in communication with HR to negotiate the contract and that you've got some concerns over whatever section is bothering you.

If you don't want him to know the details, then just let him know in general terms that there may be hang-ups. This way, he can talk with HR on your behalf. If it's needed, and if you end up continuing as a contractor instead of going permanent, he won't be caught off guard by your decision. Additionally, you won't feel the need to justify the decision because he already knows your reasons.

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You confuse two different things.

1. Agreeing to negotiate a contract (deal)

2. Agreeing to the terms of the contract (deal)

Most people do a "simple" yes promise to the employer which means that they will come to the office and do the work. Most corporations require a very strict contract which involves much more than just you doing that you promised.

1. First, when he asked you to stay permanently, did he present all the details of the contract?! No. So it is impossible for you to agree to something which you were unaware of.

2. Which brings us to the HR step in which they can present the contract of any form or shape. If you negotiate the terms of the contract, and negotiations break down you are not at fault. It is very common to take advantage of employees who managed "to make a promise" and impose tougher terms. Don't feel guilty! Guilt is the ultimate weapon here. You agreed (in broad terms), BUT NOT TO THIS SPECIFICALLY.

Corporations do this a lot. This IP thing is not new. Essentially they own what you create inside the company. This is a good thing if they have a team of brilliant people already there and company culture, it can mean you learn a whole lot from them and in exchange your ideas are molded by the group. (Apple comes to mind)

However if you are going to a company because you have ideas and you already have germinating IP inside your head, well it's a very bad idea to give this IP to them. Most of the time you'll create and develop ideas alone, especially in software, and then the company owns them. You should do this if they give you tremendous perks, and long term company stock and so forth. They will still "make a huge profit" out of your ideas but you have to make sure you take your cut. You need a professional to write this up and negotiate for you.

The conclusion is this:

Contracts are made between honest people.

Never sign a contract with someone you don't trust, no matter how good it sounds and how many people tell you it's iron clad.

Dishonest people will take the time to create the circumstance to f*ck you up. The contract is just there to tell them what not to do. If they have the time and resources they will pursue all the other means, believe me, there are many.

Also you have to realize that the contract can contain only foreseeable circumstances. Last time I checked, things nobody thinks about, do happen.

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If his company offers a yearly salary of one USD with no stock options or other recompense, will you take the job? Will you feel bad about having turned it down? Most likely the answer to both of those questions is: no.

There is no difference between the company offering terms which almost meet your requirements and them offering terms that miss your requirements by a mile -- the conditions are unsatisifactory, and there's nothing to be ashamed or upset in that fact.

By saying that you would become a permantent employee, what you actually meant (and should have been understood to have meant) "I am willing to become a permanent employee, and assuming that we can come to a mutually satisfactory agreent, fully intend to do so".

Until the employment terms have been settled, all you have is goodwill and an expectation of being able to come to terms. You probably don't want to work for someone that won't accept that.

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