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Yesterday, my company created an Employee Handbook. This contains some terms that I am not happy with, and I let them know. I know that it's legally binding, even if I don't sign it, so I want to be prepared for what's next, what are my options? Can they make an exception of the handbook just for me?

Spanish contractor working for a Malaysian company. The handbook also considers me an employee.

Edit: The new clause states that every work that I make, even if it's not for the company, belongs to the company. That doesn't let me work on my personal projects and monetize them.

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    You might need to add what kind of things you’re not agreeing with.
    – AsheraH
    Sep 14, 2022 at 10:03
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    It probably would be good for us to understand what the particular clause is.
    – Gregory Currie
    Sep 14, 2022 at 10:04
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    The handbook also considers me an employee." - Your contract states whether or not you are salaried, waged, contract, etc. Your employer cannot change this without your written consent. Your employer is trying to bypass that consent by calling the contract modifications an "Employee Handbook", and hoping that you won't consult a lawyer and find out the truth.
    – A. I. Breveleri
    Sep 14, 2022 at 14:51
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    A contractor also often works for multiple companies, so this would really not work in those circumstances.
    – thursdaysgeek
    Sep 14, 2022 at 20:42
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    @David are you sure that this clause isn't just for during work time, or using work equipment? Could be an idea to ask for clarification.
    – user25730
    Sep 14, 2022 at 22:22

3 Answers 3

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This is one of the rare occasions where I recommend consulting an expert in local labor law. This could be a lawyer but some governments, states, unions, professional associations have those too. Here is why:

I know that it's legally binding, even if I don't sign it,

Are you sure? In many legislations companies cannot unilaterally make substantial changes to the work conditions without your agreement.

Can they make an exception of the handbook just for me?

Yes. That's pretty standard practice. You will need it in writing. A local expert can tell you if any specific form is required and should review it before signing.

The new clause states that every work that I make, even if it's not for the company, belongs to the company.

I'm not sure whether you mean actual labor or IP. If it's IP this may be unenforceable . In some legislations this would be considered as too broad and non-competes and IP coverage are restricted to the "same area of business".

That doesn't let me work on my personal projects and monetize them.

Again it depends on local labor laws whether this is a legal or enforceable restrictions.

If you are lucky a simple written exception will do the trick. If the company wants to be strict about this, it will be difficult for you for you to make money on the side (even if turns out to be legal for you to do so) and it may be better looking for alternatives in the long run. I personally dislike clauses "All Your IP Belongs to US": it's not a policy of a decent employer.

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  • Many thanks for the answer. By local expert, would that mean consulting a Malaysian lawyer? I could try to search for that online. About it being the IP or not, it states that any development work made by the employee during the employment, in connection with the company business, shall be disclosed and be property of the company. Also states that the employee shall not, at the expense of the company or its nominee, apply for letters patent for that process [...]
    – David
    Sep 14, 2022 at 12:20
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    @David in connection with the company business is the key part. This means you can still make money with personal projects if they are totally unrelated to your work.
    – forest
    Sep 15, 2022 at 0:01
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    If they added to the handbook that your salary is halved retrospectively for the last two years, and you have to pay back the overpayment, do you think that would be legal? No. You haven't signed a contract where you agreed to be bound by the terms of this handbook.
    – gnasher729
    Sep 15, 2022 at 14:18
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    @David If Spanish contractor means you are located in Spain, local expert means a Spanish lawyer. Spanish employment law is what is relevant for someone working in Spain. That the employer is based in Malaysia is irrelevant. If you mean it as Spanish citizen working in Malaysia than you need a Malaysian lawyer.
    – quarague
    Sep 17, 2022 at 18:16
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    @David you building an app and the company building an app is not "in connection with the company business." You building a piece of software that could benefit the company on your own time (based on problems the company has) and then trying to sell it to the company might be. You building a video-streaming web app at home, in addition to the video-streaming iOS app you're building at work: probably is.
    – Esther
    Sep 20, 2022 at 17:59
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They absolutely can decide to make an exception for you.

However, it's unlikely they will do so, unless there is a persuasive reason. Without knowing specifics, it's hard to predict if that would occur in this situation.

They, of course, don't need to print out a brand new handbook. A simple agreement between the company and yourself is enough to override anything in the handbook. Of course, you should get such things in writing.

Essentially, you are after a copyright waiver that clearly specifies the work that would be excluded, and an explicit reference that this waiver overrules any clause on your employee handbook that deals with this.

I am not an expert on Malaysian law, so I can't give you a more exact answer.

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  • Thanks a lot! What is the common format for this agreement? They send me a paper and both of us sign it?
    – David
    Sep 14, 2022 at 11:15
  • @David I have updated my answer.
    – Gregory Currie
    Sep 14, 2022 at 11:43
  • Thank you so much. I'll talk to HR about this. Very helpful.
    – David
    Sep 14, 2022 at 12:07
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The literal question ("can they make an exception") naturally can be answered with "yes" as @Gregory-Currie states. They made the rules, they can make exceptions, too.

However, the legal situation may depend on many factors that you did not mention:

  • Is your workplace under spanish or malaysian law? There might be significant differences in what is considered lawful and what isn't, for example in the area of religion (Malaysia is predominantly Muslim, and although the constitution guarantees freedom of religion, individual people or groups may want to impose their views on others).
  • Are the terms that you're not okay with unlawful under any applicable law?
  • Is the assumption that you must comply with the employee handbook truly legally correct? I would assume that they can only demand this if you've also got all rights that a normal employee has. Normally, a contractor is in a different position and does not necessarily have the same rights and responsibilities.

It would help to know what kind of terms you're not ok with, and how far you are willing to go to avoid them.

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  • Thanks for the help! Actually, what my contract says is that everything is under Singapore laws. I updated the post with the terms: The new clause states that every work that I make, even if it's not for the company, belongs to the company. That doesn't let me work on my personal projects and monetize them. The thing is that the handbook also overwrite the relationship, and states that everyone who is hired on a fixed term contract or a Contract for Service with the Company, is considered an employee for the handbook responsabilities.
    – David
    Sep 14, 2022 at 11:22

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