An Email Thread Between a Developer and Gigster - <AUTHOR> https://andychase.me/mail/gigster-contract/ <comment><USER3> That classic "well, nobody else has had a problem, so you must be the problem" response.

I remember at one of my first jobs, myself and another programmer were working on a side project (outside of work hours, not using company resources in any way) that were considering monetising. Our contracts stated that the company we worked for owned all of our code produced in and out of working hours.

We got to the business end of the project and decided to consult our workplace to find out how strict they were on this. The conversation with HR went something like this:

> Us: Oh hey there, can you clarify clauses X/Y/Z in our contracts regarding > ownership of code. We are working on a project we are planning on monetising > at some stage and we need to know if the company is going to do anything > about this. Our project has no conflicts of interest and we haven't stolen > any IP of the company.

> HR: Oh... We've never had a question like this before... We can't say > exactly. We'd have to consult our lawyers.

> Us: Cool - can you consult them and let us know what they say, please?

> HR: Sorry, we can't consult them as they charge by the minute and it's too > expensive to warrant a conversation with them.

> Us: So... you're not going to answer our question.

> HR: Exactly. You'll have to do it at your own risk.

<comment><USER4> Is this common in contracts??

<comment><USER5> It's a standard clause, but depending on jurisdiction it's at least partially invalid anyway.

<comment><USER6> California labor code explicitly contains exceptions to the work you do, which basically says that any work you do on your own equipment, during your own time, that is not related to the work you do during the day[0], cannot be usurped by the company using those broad, awful IP clauses. Anyway, this California labor code exception is why Silicon Valley exists in California and nowhere else.

[0] And often, I'm told, companies have the upper hand here, because they can often show that almost anything is related to their particular activities.

</comment></comment></comment></comment><comment><USER7> I do contract work a lot in the UK through recruitment agencies. I very often provide feedback like this, especially when i'm asked to opt-out of the agency regulations. I never opt out, every single time i get the a response along the lines of "In my 20+ years of recruiting we've never had any problems with the contractor not opting out of the agency regulations, you're the first person to ever do that. Can i ask why you want to opt-in?"

My response is always something like "Thank you for acknowledging my contribution to the innovation to the recruitment industry, i'm very proud to be a pioneer in this field, being first is a great honour. One thing to note, i'm not opting in, i'm refusing to opt out, i dont need to opt-in to the law. I've chosen to do this because theres no reason to and the law specifically protects me from you forcing me to do so. Also, since your client has already decided to hire me, even if i was to opt out, it wouldnt be recognised in court as the opt out paperwork must be signed before i ever meet the client."

For this point on the agency regulations, i do it primarily just to make the recruiters work for their exorbitant markup on my day rate. However i do also question source code and copyright clauses like the author did, almost always, i'm looked at with dumbfoundment that i even bothered to read the contract.

If anyone wants to know the regulations i'm referring to, heres a link: [http://www.contractoruk.com/agencies/5158.html](http://www.contractoruk.com/agencies/5158.html)

<comment><USER8> I don't think I _ever_ signed an agency contract without heavily adjusting some clauses.

I would simply state I can't sign as is. The only times I got pushback (rare) an annotated letter from accountant or PCG (now IPSE I think) contract review and the agency buckled. I also demanded proof that the agency-client contract matched on IR35 terms. Was never once caught by it.

Does the agent want to lose commission? Does the agency want me telling the client direct why I've changed my acceptance?

I realise regulation and the market has changed some since I last contracted, hmm, 8 or 9 years ago. Still can't imagine signing any agency contract as-is, they were always horribly one-sided affairs.

<comment><USER9> This. In a business law class my instructor told me you should never sign a contract you are offered. Change it however you like and send it back as an offer. Or if you are being asked to sign something on paper mark it up with your pen, initial each change, and THEN sign it. If they don't like it they don't have to sign it.

Or better yet, if they send it to you electronically, change it however you like, sign it and send it back. If they don't read it it's kind of their problem.

I once got out of a compete clause because the recruiter told me that I should go to the fedex store, pick up this contract, sign it immediately and fedex it back. I asked about having time to read it and he told me not to bother. So I didn't.

When I was hired away by a competitor and he was yelling at me on the phone I reminded him of this. It helped that my new employer had indemnified me and was willing to pay the court costs to fight it for me.

<comment><USER10> > _Or better yet, if they send it to you electronically, change it however you > like, sign it and send it back. If they don 't read it it's kind of their > problem._

It's not really "their problem". The contract can be void because of mistake: [https://en.wikipedia.org/wiki/Mistake_(contract_law)](https://en.wikipedia.org/wiki/Mistake_\(contract_law\))

<comment><USER11> Voiding contracts in these circumstances is usually exactly what the (former) employee wants. Even if there's outstanding payment, voiding the contract doesn't negate the need for payment on at least a quantum meruit basis for work already done.

</comment></comment></comment></comment></comment><comment><USER12> I've worked as a consultant for years. I occasionally employ a lawyer to review contracts with my clients.

As a general rule of thumb, I'll only work for a client under one of three circumstances:

1\. The client's standard contract is reasonable. This is rare.

2\. The client's standard contract is unreasonable, but they're willing to cross-out or rewrite the objectionable bits before signing. This is very common.

3\. It's worth everybody's time and money to get our respective lawyers involved. Hint: This will cost at least $1000 for each side, assuming 3 hours of legal time at roughly $300/hour.

This sort of email thread is one of several reasons I wouldn't touch a site like Gigster with a 10-foot pole. If I can't renegotiate an unreasonable contract, I'm not a respected consultant, I'm probably an interchangeable body.[1] If you can't afford three hours of your lawyer's time, you can't afford me.

The other reason why I wouldn't touch a site like Gigster is that those sites almost always turn into a race to the bottom for low-value jobs for the most difficult clients. It's OK to do a couple of those jobs when you're starting out—but once you've done real projects, your time is better spent networking to find new contacts.

[1] I might make exceptions for very large and established organizations, for the right project and budget.

<comment><USER13> "It's OK to do a couple of those jobs when you're starting out"

I don't think it's OK at all. Some people will, for various valid reasons, need to work for sites like this for a long time or indefinitely. Even for those who only have to rely upon sites like this for a short time this kind of exposure to risk is not ok. It shouldn't be allowed. Contracts that totally indemnify a company in a situation like this shouldn't be enforceable.

I've been fortunate in my consulting, I take it you have too. Not everyone can rise above the rat race like we have and pick our clients to our liking. Furthermore, this is the future of work. The majority of new jobs added to the economy during the recession (sorry I can't find the gov't report) were considered "non-standard". This is the fastest growing sector of labor in the west. Ultimately workers doing "freelance" work deserve protections. Until congress reacts to this change in the labor force I believe it's incumbent on people like us to expose and push back on predatory contracts.

<comment><USER12> > Contracts that totally indemnify a company in a situation like this > shouldn't be enforceable.

I definitely agree that as more people find themselves freelancing, we need to establish better legal protections for freelancers.

Lots of indemnity clauses are just ridiculous. Here's how to get over-broad indemnity clauses removed:

 _" Hey, I noticed you had some unusually strong indemnity clauses in your contract, which would require my company to cover your costs in situations X, Y and Z, which are outside of our control. As a general rule, we're not in the insurance business—we leave that to Lloyd's of London (laugh). But if this is important to you, I can look into purchasing a special insurance rider to cover these issues. This will delay the start date a bit and will obviously have an effect on the costs; I can get you a quote if you're interested. If not, we could replace this with <suggest standard, fair language here>."_

If they're not willing to either (a) pay extra for the insurance they want, or (b) swap out the indemnity clause for something more neutral, then you walk. The only way to work for _good_ clients is to discipline yourself to walk away from the bad ones. (Also, charge more, require a payment up front, and always quote daily or weekly rates, never hourly. This will improve the quality of your clients _dramatically_.)

Anybody who insists on broad indemnity clauses should be paying enterprise rates and the contracts should be reviewed by lawyers for both sides.

Another good approach is to pay to have your own standard contract drafted (without anything obnoxious in it), and send it to the client.

</comment></comment></comment><comment><USER14> Cofounder here. Really appreciate the discussion and all of the feedback. The spirit of the contract's never been intended to be unreasonably restrictive -- though I totally understand the concern. We wanted to include certain terms since as part of our model, we do own the code written specifically for Gigster projects. We certainly don't want to own code folks write outside of Gigster projects.

We've received very similar feedback recently and were going to do a review of the contract with our lawyers highlighting this specific issue. We'll also consider adding an FAQ around any contract nuances. We care about doing what is fair and while a lot of terms here are standard we'll try to review terms to make our position much clearer. Will share important updates.

Thanks

<comment><USER15> If this comment had been the last email response in the chain, I think that would have been great.

The fact that it wasn't, that an important issue was dismissed when raised in private, speaks far more to me than this public response.

<comment><USER16> Damage control.

They went from "lol, you're the only one with a problem, get lost!" to "hmmm, this is generating bad publicity.. now we definitely sympathize with your concerns!" real quick.

As far as I'm concerned, I now know all I will ever need to know about Gigster.

Your reputation is something that takes a lifetime to build and only 5 minutes to ruin permanently.

<comment><USER17> > Your reputation is something that takes a lifetime to build and only 5 > minutes to ruin permanently.

This is the most important takeaway from this entire sad thread. Wonderful comment!

<comment><USER16> Thanks! But let me make sure I properly credit Warren Buffett for it :)

</comment></comment></comment></comment></comment><comment><USER18> I interviewed to be a Gigster about a year and a half ago, and was accepted, but the more I considered it and saw how gigs were distributed (at that time mostly via Slack messages) I got a bad feeling, like I was a dog in a pack, fighting over meat scraps. It was then I realized the gig economy is not all sunshine and roses. All that to say, this doesn't surprise me, that Gigster doesn't have its workers best interest at heart, anymore than Uber has its drivers best interest at heart.

<comment><USER19> It hasn't changed. Gigster PMs seem to be in charge of staffing projects, but the strategy for connecting developers with projects is vague. They seem to look for either people they have worked with before, or people who are active on Slack (so if you are, for example, an Android dev, the advice is to be active on the Android Slack channel). PMs as a group hoard information on projects: devs have almost no visibility into the current set of available, unstaffed gigs.

Another issue I feel I should bring up: Gigster has problems paying out on time. The contract specifies net-15 terms for payout, but I've personally had a payment delayed for a month beyond that, with no visibility into why or what was going on. I often see complaints on Slack from others of payouts delayed that long, or longer.

<comment><USER20> I'm another current gigster, using a throwaway because I want to avoid retaliation. I'm posting this because Im really frustrated and about to leave gigster.

I just want to confirm everything you wrote there. Gigs dried up around october, meaning devs/designers that didnt have tons of PM contacts simply havent had any gigs for the past few months. This was raised multiple times, and HQ always promises to do something -but nothing ever comes of it, there's absolutely no info on how much work is in the pipeline, no transparency, nothing.

Then, as you say, everyone outside of HQ and pms has no way to apply for gigs. PMs guard this furiously and this leads to some pretty nasty interactions, completely unprofessional ones - pms being rude, brusque, dismissing, or keeping info from a dev.

One time I signed on a gig and only then did the pm tell me that I was going to be doing on-call duty. This wasnt factored in the payout, so I would make essentially 20$/h over the course of the gig. I tried to raise this issue with the Delight Team (internal customer service) but apart from taking 2 weeks to even get back to me - nothing was done, I was just removed from the gig.

Also, ditto on late payouts. A lot of people have had issues like this, payouts not going out for weeks. It's been a work in progress since early last year and HQ kept on promising stuff "yeah, we fixed this, itll be good now". At least theyve fixed their contractor-facing site, which was experiencing problems all throughout 2016.

Finally, the cherry on top - gigster, like other shops that hire contractors, is required to send a 1099 to the contractor and to the IRS by January 31st. As you can imagine, they've kinda failed here too. A lot of people didn't get their 1099s and a lot of people are reporting errors on their 1099s. It looks like they outsourced this out and whoever did it messed up transferring data from contractors' W9 into the 1099.

<comment><USER21> > Finally, the cherry on top - gigster, like other shops that hire > contractors, is required to send a 1099 to the contractor and to the IRS by > January 31st. As you can imagine, they've kinda failed here too. A lot of > people didn't get their 1099s and a lot of people are reporting errors on > their 1099s. It looks like they outsourced this out and whoever did it > messed up transferring data from contractors' W9 into the 1099.

> For example, if you received miscellaneous income in 2016 that is non- > employee compensation, the paying institution or individual must issue Form > 1099-MISC by January 31, 2017. If the institution fails to do so, the > penalty against the company varies from $30 to $100 per form ($500,000 > maximum per year), depending on how long past the deadline the company > issues the form. If a company intentionally disregards the requirement to > provide a correct payee statement, it is subject to a minimum penalty of > $250 per statement, with no maximum.

[https://www.irs.gov/government-entities/federal-state- local-...](https://www.irs.gov/government-entities/federal-state-local- governments/increase-in-information-return-penalties-2)

</comment></comment></comment></comment><comment><USER22> My standard reply to "oh we've never asked for someone's IP even though it's in the contract" is "great, then you won't mind me taking that term out, since you weren't using it anyway".

Remember, if it's in the contract, it's what's happening. Let no amount of promises persuade you.

<comment><USER23> I give a similar reply when being asked to remove an interest penalty clause for late payment.

" _We always pay our bills on time so there 's no need for that!_"

" _Great! In that case you don 't have to worry about every paying it either so we'll leave it in!_"

<comment><USER24> Here in France the minimal penalty rate is set by law, and it's mandatory to put it on every bill, with the payment terms now. It's part of a crackdown on big companies crushing the smaller ones with unreasonable payment times.

<comment><USER23> What's the min penalty? The usual one I add is something along the lines of:

" _Late payments shall accrue interest that is compounded 1.5% per month or the maximum amount allowed by law, whichever is less..._ "

<comment><USER24> So, the minimal interest rate is 2.79% (it looks like it's 3 times some kind of legal stuff). Interestingly enough, there is no VAT on it, but it's computed on the VAT price.

The debt collection fee is 40€, It seems to be fixed in law, and not a minimum.

</comment></comment></comment></comment></comment><comment><USER25> Sounds like you dodged a bullet there. Thanks for sharing. Kind of ridiculous that they wouldn't even comment on the questions or clarify a bit! Not to mention the fact they basically ignored the first email and didn't respond until a follow-up was sent 2 weeks later?

I mean, obviously I have no way of verifying the authenticity of any of this, so I'm just going to assume it's accurate. But in my experience this kind of behavior from companies is more common than it should be.

</comment><comment><USER17> So, Gigster expects developers to sign an overly broad contract and yet they're not willing to answer any questions about that contract???

At best, that is a terrible way to treat developers. At worst, they just effectively guaranteed that only the most ignorant developers sign up with them. After all, the first thing I learned was to ask questions about every single ambiguous term in a contract.

If this doesn't change, I don't see anything good in Gigster's future. Smart talent will leave, jobs will dry up and the whole platform will disappear.

</comment><comment><USER26> "We never had a problem with this clause before, why would you want to change it?"

Oh do I hate this line. But it's a two-way street. I'm very fortunate that for one of my first freelance gigs, I read the contract and specifically pointed out that I would be using personal/open sourced code snippets, and that I might want to reuse/open source some of the code I produced for them (only snippets with general interest).

They agreed without a flinch, and thanks to that experience, I'm going to hold every other employer to the same standard "I never had a problem with this request with any other employer, why would you want to refuse?"

<comment><USER27> >I'm going to hold every other employer to the same standard "I never had a problem with this request with any other employer, why would you want to refuse?"

I love that! I'm totally going with that next time :D Also, I'll probably throw in something like, "I'm surprised you say nobody else has mentioned it. This problem applies to anyone using open source code, which is basically everyone. Do you really want to hire developers who pay so little attention to details?"

</comment></comment><comment><USER28> I get the whole 'this isn't fair argument.' But these contracts impact peoples livelihood so I will attempt to help.

First, don't respond to HR with a complex set of legal questions. They wont know the answer and will push back -- corporate attorneys will charge astronomical amounts and these questions could even get the board involved -- which the CEO usually doesn't want to do.

My suggestions:

1) The strike: Print the document, strike out what you don't want. Scan it, return it to the HR dept. with, "Hey cool signed!". Only do this if you are pretty senior.

2) The re-write: Take the document rewrite it, with the statements you don't like removed, then return it to HR with, "Hey cool signed!"

3) The 'it is coming!' (for junior guys):

Take the email and delete it. Say you never got it. They will resend it, take it and place it into your spam folder, two weeks later say you never got it. Then reply back with your w9 two weeks later. Then if they complain reply with a w9 3 weeks later. Continue until you have clout then do 1 or 2.

<comment><USER29> I've actually tried that cute "Strike out clauses from your employment agreement you don't like and sign THAT document" tactic with several past employers, and each of them pulled me aside my first or second day of work and gave me a stern and clear "Sign it unmodified or GTFO" talk. In my experience nothing in an employment contract is in any way negotiable. I don't even bother anymore--it's futile.

<comment><USER30> Either they're bluffing completely or you're extremely junior.

We often spend $10k-$30k on each new hire. If you make it through that pipeline and they try to strong-arm you on the first day... they're going to have a rough time.

<comment><USER29> I don't think they were bluffing but I was not going to roll the dice and find out. Not a junior level guy either. I think these places that actually let you negotiate your employment contract must be relatively few, very small companies, with one HR person and lawyer and a lot less formality.

EDIT: Also, to be cynical: $30k is nothing for many companies, and likely less than the benefit of having IP rights to everything an employee makes in their spare time.

<comment><USER28> No, for senior people I almost always expect a strange contract negotiation. Juniors just sign.

</comment></comment></comment></comment></comment><comment><USER31> I recently got accepted in to the Gigster network and I haven't received any new "gigs". They seem to have poor process for onboarding a newbie in terms of allocating projects. Most of the projects require people with Karma more than "350+" or "321+" \- whatever that odd number means - (the default karma is 300). With more than 500 developers and designers in the network it is becoming more and more difficult for newbies to get any sort of project. Because the number of projects are not flooding in as the new members of developers

The probability keeps getting lower as new members join :|

</comment><comment><USER32> This is especially troubling since it appears that Gigster is directly aimed at software development, not generally connecting people with contract jobs.

I wonder if they even have a lawyer familiar with software development on- board.

<comment><USER33> >I wonder if they even have a lawyer familiar with software development on- board.

I imagine they do, specifically so that they can own their developers to the greatest extent possible - see Uber etc. (and I am referring to Uber drivers, not developers.)

</comment></comment><comment><USER34> Legal Shit 101... if someone asks you to sign a contract, right away assume it's weighted in their favor. You have to read the contract before you sign it. Take your time, feel free to ask for a take-home copy and ask your lawyer to review it. Having asked a lot of people to sign contracts over the years... I'd say 90-95% don't read it and just sign where they are told to. Expedient...

The contract template was written by the company's legal team to protect the company, it may have some terms in it that seem like they are an "agreement" (like how you'll get paid)... but really the goal is to keep the company safe. And, to be fair, I'd fire any lawyer who didn't give me a contract like that... so it's not the lawyer's fault. But if you sign it... you're agreeing to it. Easy solution: don't sign it. (But of course you presumably want the job.)

Middle-ground solution: Read the contract, red-line / annotate things you have concerns / questions about, and ask if you can speak with legal. If it's a small business... they will probably weigh you comments against their lawyer's hourly cost... and more often than not just agree to let you cut things out of the contract. If it's a larger company... you're probably locked in if you want to work there -- that's just the reality of it. If you talk with legal, do your best to understand what their motivations are and make sure the contract is explicit. You can also ask for exceptions for side projects by simply declaring, "Any work done for side projects X, Y, Z shall not fall under the scope of this contract."

Anyway look, it's a negotiation. You can test the limits, nothing is set in stone. You're the only one who is on your side. Everyone else is out to fuck you. Safe assumption.

</comment><comment><USER35> Reminds me of when I was outright sued over a YouTube video on my channel - twice.

It doesn't matter how many "thousands of successful milestones and payments without issues with the terms," there is a vital flaw (in their favor) with said contract.

Contracts are easily done on a case-by-case basis, and dubious clauses are routinely renegotiated.

All of this is irrelevant however when even the lawyers won't answer a simple contract law question. I won both of the suits mentioned above by proving their position to be indefensible.

Which I believe you have done. Keep your integrity, your current and future clients will recognize it.

</comment><comment><USER36> Developer disagrees with terms.

Reply is:

> We have yet to have a disagreement (much less a legal battle) over the terms > here.

Ok then.

</comment><comment><USER37> > "does not contain any third-party software, including without limitation, > "open source," "copy left," "public" or other similar code or anything > derived from or based on any of the foregoing"

This contract has probably been written by a lawyer who doesn't understands software development.

I run digital agency and we've lost projects in the past that couldn't get past legal departments because they did not want us to use any open source software (or transfer the copyright to open source work)

</comment><comment><USER38> Another touchy issue is non-competes after employment, meaning that "you can't work for anyone else or hire our employees." States such as CA are very much against anything that restricts someone's ability to engage in free trade, especially when the restrictions apply post-employment. Imagine how ridiculous it would be to ask this of independent contractors, whose roles are _defined_ by that they engage with multiple clients at once and have looser associations --that is, they are _independent_. Yet I see a lot of CA contracts for independents hold this clause, and even argue for its fairness.

From the BAR[1]:

      Not only are non-compete covenants void in California, but an employer may be
      liable in tort for wrongful termination if it fires an employee who refuses to
      sign an employment agreement that contains an unenforceable covenant not to
      compete. D'Sa v. Playhut, Inc., 85 Cal. App. 4th 927 (Cal. Ct. App. 2000). This
      rule holds even if the agreement contains a choiceof-law or severability
      provision. Id. at 934. The concern is that the presence of an unenforceable
      non-compete covenant in an employment agreement may have an undesirable
      deterrent effect on employees who do not know their rights under California
      law. "[I]t is not likely that [the defendant's] employees are sufficiently
      versed in California's law of contracts such that they would know (1) that the
      covenant not to compete is invalid and therefore not enforceable by [the
      defendant] and (2) that they could sign the agreement without fear they would
      be bound by the covenant not to compete." Id

Read your contracts. Get attorney review and specifically ask about the parts that make you uncomfortable. If you're planning to make $XX,000 or more from this engagement, isn't it worth the $100-$300 for the guarantee?

[1] [https://www.americanbar.org/content/dam/aba/events/labor_law...](https://www.americanbar.org/content/dam/aba/events/labor_law/2013/03/employment_rightsresponsibilitiescommitteemidwintermeeting/4_orrick.authcheckdam.pdf)

</comment><comment><USER39> Horrifying. Always read your contracts and remember to abide by what you have signed, or don't sign at all.

For companies, you all should be very clear on what your contract allows and doesn't allow. That will help everyone and allow folks to self select away from you if they need or want to.

I understand the motivation of Gigster (own as much of the output of a developer as possible while at the same time pushing as much risk as possible to the developer), but agree that such spooky terms don't help attract talent.

The only way to get rid of these kind of labor unfriendly terms in the current environment is to avoid them like the plague.

<comment><USER40> Publicly shaming Gigster like we're doing here should help.

</comment></comment><comment><USER41> > does not contain any third-party software, including without limitation, > "open source," "copy left," "public" or other similar code or anything > derived from or based on any of the foregoing (unless approved by Gigster in > writing)

So is a Gigster developer contractually obligated to build everything from zero and take advantage of no OSS whatsoever? This seems like asking to handcuff your developers into writing terrible software by reinventing the wheel.

Or do they have some additional "in-writing" approval document that specifies acceptable OSS licenses? Several companies I've worked for had lists of OSS licenses that were reviewed and approved by general counsel as acceptable (pretty much the list boiled down to BSD, MIT, Apache).

Then again it seems like if that were the case, the sensible approach would be to write the contract such that using open source software is acceptable, so long as it is offered under a license that appears on an approved list and does not obligate the release of the entire project's source code.

<comment><USER42> As bad as I think Gigster's agreement is, this clause is a good place to start from. It means that they don't have someone shoving GPL code into a project that must remain closed source.

</comment></comment><comment><USER43> I recently learned from a github discussion that if you work for Amazon, Google etc. you are also not allowed to work on any open source projects, even on your free time without their permission.

<comment><USER44> Ex Amazon employee here: Amazon requires employees to obtain written permission even to contribute in your free time and this makes many developers unhappy.

However the company does not claim copyright or patents on work-unrelated ideas and (closed-source) projects.

<comment><USER45> What happens if you don't obtain permission?

Do you get fired, or do they claim ownership?

<comment><USER46> Ex Amazon: You are in breach of contract which is grounds for termination.

I doubt that would happen in practice though, unless you were creating an open source competitor to something they do or somesuch.

<comment><USER16> > I doubt that would happen in practice though,

Having to worry about it is horrible enough, since this will actually keep many developers from pursuing their passions in their free time.

</comment></comment></comment></comment></comment><comment><USER47> This type of thing is what first pushed me away from Gigster. It's like the overly broad employee invention assignments that a lot of companies want you to sign. No thank you.

</comment><comment><USER48> This is not just for contracts. Gigster does that even when recruiting. After three rounds of interview, I got a canned response that they are unable to take my application forward.

I asked them for feedback and got the same reply that they can't provide any feedback (even after 3 rounds of interviews).

I reached out to the developer who interviewed me and after a couple of days, he replied back saying that Gigster doesn't allow him to provide any feedback!

Avoid interviewing with them, in my opinion.

<comment><USER49> This is true of practically every company. It's a liability issue - <USER2> are afraid that feedback will be used in a lawsuit, so their favored course of action is to say nothing.

</comment></comment><comment><USER50> "We have yet to have a disagreement (much less a legal battle) over the terms here. We have completed thousands of successful milestones and payments without issues with the terms and we unfortunately cannot adjust them on a case by case basis."

Note to self: Don't hire Gigster developers. If a dev does not pay attention to this kind of stuff or thinks it's okay, I don't feel all that comfortable having them work on my projects.

</comment><comment><USER51> There is a lot of legal misinformation in this thread, as is common on HN, both on the substance and practice-in-fact. For readers in a similar contractual pickle, take things read here with a grain of salt. Most assume very specific things about your information and bargaining position which may not apply.

In general, the applicability and effect of broad catch-all employment agreement's clauses will vary between jurisdictions - This is part of why they're drafted in a hyper-defensive manner. No small business is going to shell out for legal to obtain 300+ jurisdiction specific form agreements.

There may be very clear bright-line rules dealing with your issues as raised which put you in the clear, but you won't know unless you consult an expert. Because of the nature of the employment bar, you can get straightforward accurate advice for very little investment - if you approach obtaining advice properly.

Take the time to draft an email to local employment counsel setting out your concerns, attaching the proposed agreement and setting out the scope of review you would like him to perform. Ask for a quote. Repeat until you find a good fit.

</comment><comment><USER52> This is a great example of something people should always look for. Contracts can be very uneven with regard to the rights of the parties. And if you ask to balance one out and the other party refuses, walk away. They will screw you.

</comment><comment><USER53> A contract needs a couple of things in order to be valid:

1\. A meeting of minds i.e. both parties agree on something.

2\. Consideration; usually money. (This is why you sometimes see donated things sold for a dollar.)

When faced with signing a new contract that asks for more of something, I'd recommend asking for consideration of some sort. (1)

"Oh, new contract? Let's talk about my new salary."

(1) At least if you're an in-demand software developer.

<comment><USER42> Continued employment counts as consideration in many states.

<comment><USER53> The old "I won't beat you up if you stop seeing my sister." "consideration".

But you make a good point that I wasn't aware of.

That's why it only works if you're in a field like software development where you have some leverage.

</comment></comment></comment><comment><USER54> I did a pre-screening with toptal and literally had these same questions... And they basically had the same responses. No thanks!

I understand especially with the race to the bottom they'll always have someone new enough to sign these types of agreements, but everyone I know with experience or seniority avoids the platforms because of how ludicrous these restrictions are.

</comment><comment><USER55> Ahh.... sounds like the script for a future Hollywood movie:

"How to Lose a Talented Developer in 10 Seconds"

</comment><comment><USER13> I would like to see similar threads published for the contracts used by other work sites and even clients using standard Legal Zoom contracts. This stuff is important.

I always say: If you haven't been fucked you haven't been in business very long.

</comment><comment><USER56> Usually, if your side project make little or moderate money, no one cares. If your side project turn out to be Facebook, they might sue you to get a piece of your success.

</comment><comment><USER57> From their website (homepage):

> Gigster is a smart software development service, combining top developers > and designers with artificial intelligence.

Am I the only one who does not understand what that even means?

Do they bring together matching developers and designers using their artificial intelligent algorithms or the developers and designers they hire have artificial intelligence?

</comment><comment><USER58> After seeing this, I have zero respect for gigster or anyone who empowers this behavior.

They're asking for unilateral power to end the software career of any of their contractors, even decades into the future. Worse still, the demand their contractors to sign away any legal right to recourse... And in exchange they offer mediocre contracting work.

Screw those guys.

</comment><comment><USER59> If you can clearly demonstrate that you are not competing with your employer, using their IP, working on their time, using their equipment then these types of non-competes should be null and void. And yes, I quit a job over that kind of contract. If I invent something on my time it's mine.

</comment><comment><USER35> P.S. It would be interesting what stance they would take to you being named as co-owners of any IP developed, and royalties paid for any further use beyond current project. My brother is a mechanical engineer and original designs in his lab always have him as a registered patent holder.

</comment><comment><USER60> The contracts I have when working with clients specifically mention type A and type B deliverables. One being "secret sauce" IP that the company owns and the other being general development tools and practices that I own and grant a perpetual license to the company to use.

</comment><comment><USER61> Good to know Gigster really doesn't care about the developer. Will let my friends know not use it.

</comment><comment><USER62> More training data for that bullshit detector that was on Show HN the other day.

</comment><comment><USER63> I joined Gigster mid-November 2016 and had similar concerns as the OP regarding specific clauses of the contract. This is definitely a tough situation for a developer going through onboarding-personally I wanted the first impression I left to be that I'm a "team player," as opposed to starting a legal battle on day one.

Unfortunately, these interactions always seem to favor companies over individuals. People in general don't enjoy bickering over legalese so individuals don't want to ruffle feathers by pushing back, while company employees are able to take cover under the umbrella that they're just following policy. Truthfully though, it is most often companies-not prospective employees-that initiate legal discussions by presenting contracts and individuals should feel justified in verbalizing any concerns they have. I think this is possible while still remaining professional and courteous.

The first thing I did was look to Google to see if any other developers in the past had similar concerns as me, which brought me to this Quora post - [https://www.quora.com/Is-the-contract-for-Gigster- reasonable...](https://www.quora.com/Is-the-contract-for-Gigster-reasonable- for-the-developer) Richard's response was helpful and thorough (if you're reading this, thank you!) and although he had additional issues with the contract, my main concern was with sections 2.1 and 2.2 (assignment of IP to Gigster for work not specific to the customer and the exemption of pre- existing IP from being assigned to Gigster including only that which is explicitly outlined, respectively).

I actually discussed the contract language with my family and got some good advice from both my father and brother. They agreed I was within my right to voice my concerns so long as I did it in a productive way. For example, instead of presenting problems by just stating language I didn't like they told me it would be better to provide solutions in my response by offering amendments that I would feel comfortable with.

To this point I had interacted with three individuals: 1. The person who had reached out to me about joining Gigster 2. The individual that emailed me the DocuSign link containing the contract and 3. The individual that sent me a (possibly automated) response after my application was submitted to their website. Let's call these individuals Peter, Paul, & Mary.

I emailed my concerns to Paul and Mary, not knowing which would be better to handle this sort of thing. I received word back from Mary saying that Paul was more familiar with the contract so she'd let him handle it. After two days I received an email from Peter asking for an update on my onboarding process. I explained that I had emailed Paul about the contract and hadn't received word back but that I'd ping him again. Peter told me he would also follow up through other channels. I never did get a response from Paul personally, but after another two days I received word from Peter that he had spoken with Paul and the Gigster legal team and was wondering if I could hop on the phone.

Peter was very open to my concerns and explained the reasoning behind the contract language. I said that I understood, but that admittedly I still took issue with it. Peter seemed to understand and honestly that was pretty much that. He offered to share a Google Doc with me so I could highlight/tweak language I was uncomfortable with and afterwards the contract was promptly signed by both parties.

I also reached out internally to Peter, Paul, and Mary over slack before making this post so they could have a heads up. Paul explained to me that he was not really involved with the Gigster contract or its hiring policies, just that his role involved setting up the onboarding tools and this automatically attached his email to a lot of the communications; which would explain the lack of responses I saw. Paul told me he was "neither encouraging nor discouraging [me] from posting," but Peter and Mary responded in support of me posting my experience to HN, which I thought was pretty cool.

For future reference here is a portion of my email to Gigster containing the changes I requested, which were accommodated:

I am a little uncomfortable with some of the language in sections 2.1 & 2.2 and was hoping we could revise:

a. Section 2.1 assigns ownership to Gigster not only of all Deliverables, which makes total sense, but also of all source code "including but not limited to source code developed or created by Contractor that is not specific to Customer and is generally applicable to other Customer projects and deliverables ("Community Code")." This language seems quite broad and what constitutes "Community Code" seems a bit difficult to define; I'd prefer to remove the last part of this sentence so the section instead reads "...or any Confidential Information (as defined below) (collectively, "Inventions"). Contractor hereby makes all.."

b. Section 2.2 exempts any of my pre-existing IP from being assigned ownership to Gigster, but then seems to require all such pre-existing IP be disclosed in writing. This seems difficult and probably unnecessary so I'd like to remove "in each case ((a) and (b)) that are expressly set forth in writing to Gigster prior to delivery of the Deliverables to Gigster." and just end the sentence after "any intellectual property rights therein."

</comment><comment><USER64> probably someone paid a lawyer to draw up, or copy-pasted that contract and then people who don't really care about their job to a serious level, or maybe just don't think very much, are saying it can't be changed - probably without even asking anyone who has authority to make that kind of decision.

if you can get in touch with a director about this, and they are smart, they will probably want to fix this for everyone after about a moment's consideration.

</comment><comment><USER65> Have a contract that you draft that they counter sign. Set your own terms there. Any potential conflict would have to go through court in any case.

Obviously not legal advice.

</comment><comment><USER66> Yikes. Just applied to gigster the other day. This thread has definitely made me reconsider.

</comment><comment><USER67> Another UpWork in the making...

</comment><comment><USER68> My first thought: WTF is gigster?

<comment><USER69> Me too

<comment><USER70> Part of YC S15

</comment></comment></comment><comment><USER71> So I hate to disappoint everyone. Such contract really cannot be viewed the way this was summarized through an email. One paragraph has to be interpreted in the context of everything else.

Moreover, everyone uses this language. It is funny, but I suspect that most of Silicon Valley just recycles the same 3-4 contracts, that individual lawyers just modify slightly.

I have now worked with 60+ tech companies (Looker, Gigster, Strava, etc) - with 15 of them I had to look over the verbiage on my own.

With a first couple, I was just as suspicious. But after discussing with lawyers, I learned that there are two major issues:

1) not everything put in the contract is enforceable. In fact, just because all lawyers recycle the same contract, does not make it more enforceable. It is a simple leverage in bullying that lawyers depend on, should something occur

2) individual paragraphs have to be interpreted in the context of the entire engagement. In other words, did you have have access to Client's data on other projects. Yes, then you bet, your IP rights should be waived as they pertain to those projects.

Bottom line, relax and focus on good faith.

<comment><USER16> > Bottom line, relax and focus on good faith.

That is quite possibly the WORST legal advice that I've ever heard with regards to contract law (and you're in very tough competition here)

</comment></comment><comment><USER72> Hey, I thought their answer was absolutely great!!!

My thinking, reading ONLY the dev's original email, was the same as what they wrote: then I read their reply and found their phrasing MUCH better.

Here's all you would have gotten from me:

\</comment><comment></comment><comment></comment><comment></comment><comment></comment><comment></comment><comment> answer email I would have written </comment><comment></comment><comment></comment><comment></comment><comment></comment><comment>

>Some questions I have about with this contract: (allowed for by section 11.5):

>>"including source code developed by Contractor ... generally applicable to other Customer projects"

We do not claim the source code for work you do that is unrelated to and not used by your work for us. If you develop some tooling that is general but used in the project, you have to assign rights. If you can't assign rights (for example it's open-source) don't use it. Use only new code that you develop and assign over to us fully.

>"Contractor agrees to indemnify Gigster from any and all claims, damages, liability, settlement, attorneys' fees and expenses, as incurred, on account of the foregoing or any breach of this agreement"

Your reading is correct and we have absolutely no desire to appear in court for any reason. You waive all your rights to sue us. If you do want to sue someone, you will have to go work for a big company and go sue them, they will be happy to appear any number of times to dispute anything you want. We are not going to change that language.

That said we haven't had disagreements and don't intend to have any - we rely on you, after all. Put another way, we pay you more instead of taking that money and paying some lawyers to go argue with you. (This clause specifically prevents frivolous lawsuits - I want to reiterate that we don't have disputes with our developers. You can go talk to them and see how they are treated.)

>>"does not contain any third-party software, including without limitation, "open source," "copy left," "public" or other similar code or anything derived from or based on any of the foregoing"

>So I can't derive code from examples from django or flask documentation, cited stack overflow snippets, etc. etc. in my work? I'm not sure that would be a very effective way to operate.

There is nothing stopping Django from suing anyone using any of the source code they have included in their documentation. Copyleft is even stronger and our clients would be bound to freely make available the complete source code used by anything.

My suggestion is to learn to program, by reading documentation, and then simply code your own solutions. Likewise you can certainly peruse Stack Overflow for inspiration.

I will add that as a general rule we are not concerned about software patents, so that you do not have to be concerned about your "inspiration" leading you to use a technique whose implementation is generally protected (no matter what specific source code implements it).

However, as legal advice, please don't actively seek out patent status (willful infringement is a multiplier on damages) and if you do learn of a software patent affecting an algorithm you wish to use, seek an alternative. We've literally never had an issue with licensing.

So to summarize: by all means, read other people's code to learn a language. Read other people's responses on stack overflow and in documentation to learn specific approaches. By all means learn to program, from any source you want. Write your own code and assign it to your clients.

I hope this helps answer your questions as well as tell you some of our thinking. Our developers are treated very well. Let me know if there's anything else I can tell you or if you have any other questions!

"

^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^

that's literally what I would have said. There's nothing that needs clarification or change and the language the original dev quoted is incredibly clear and perfectly fair.

But, man, their response is even better. It says the same thing - but so much better. (Actually I lied - I wouldn't have thought of saying they treat developers really well -- so I included that part in my statement of what I would have written, even though I wouldn't have written it.)

In all this is awesome work by them : )

I don't have any disclaimer to make - no relation to the dev or Gigster.

\--

EDIT: I got downvoted but their response is still absolutely fine.

</comment><comment><USER73> I'm not trying to defend gigster (broad indemnification clauses are bad news), _but_ if someone framed those questions to me that way, I would also be hesitant to respond to them. It raises the "I'm going to be a handful" alarm.

So, I understand why they were hesitant to respond and didn't want to comment on it.

<comment><USER74> I don't agree in the slightest. If anything, developers who ask questions are the ones you want _most_. One of the worst traits in a developer is the tendency to say yes to everything.

<comment><USER75> Besides that, you're endangering the _contractness_ of your contract if the other party cannot negotiate any of its terms, and indicates any confusion over just what it is he or she may be agreeing to--especially if they express their confusion _in a document that can later be produced in court_.

If I were to sign that "contract", I would certainly send the other party a written "signing statement" that interprets all possibly ambiguous clauses in my favor, and mentions that I received no valuable consideration for signing it. If you can't tell me what the contract means, I'll tell you what I thought it meant, and that will be what you can enforce. If you won't pay a lawyer to answer my questions before the fact, you can certainly pay one to determine the implications of my letter for you after the fact.

If I were a judge (and I'm not even a lawyer, but I can still role-play), refusing to even answer questions about the contract demonstrates a lack of equity, and I'd take that as potential grounds to dismiss any claims against the person who asked them, that may have been based upon the document they signed, which they were completely unable to negotiate, and likely received no valuable consideration for. If someone asks, "does this mean you can claim ownership over X?", you don't answer definitively, and then you later claim in court that you own X, that's bullshit, pure and simple. If the other party did not understand that to be the case at the time they signed, it is unenforceable.

If I were the defendant, I think I would also try to paint that refusal as an unwillingness to pay for some professional legal counsel at an appropriate time, rather than asking a judge to clean up their mess long after the fact. Everyone hates it when they get snubbed by someone, and then that person later comes asking for a favor. Referring legal questions to legal counsel is simply a cost of doing business. If you can't pay that cost, and try to shift it to the public legal system, how do you justify the rest of your business?

<comment><USER51> With respect, this advice is tremendously dangerous. The existence of a helpful theory of the case does not provide you with the protections you seem to believe it does.

<comment><USER75> With respect, it was not advice, as I am not a lawyer. It is my opinion.

If the entire legal profession chooses to hold a different opinion, and enforces it upon one another via their cartel, that is their prerogative. It will not affect my opinions upon what I would consider to be _fair_ or _just_. Sharing my opinion may well put you on the losing side of a lawsuit, but I don't judge my value as a person according to my victories and defeats in court, and neither should anyone else.

My _advice_ would simply be to not do business with Gigster--not as an employee, and not as a customer. They have at least one asshole in their upper management, and it only takes one to ruin a company. And further, I would advise re-examining one's previous opinions on collective bargaining organizations. If software professionals had a real labor cartel, it could blacklist companies that try stuff like this.

<comment><USER51> I doubt you have ill intentions in mind. The idea that one's personal conception of 'fair' and 'just' is sufficient to espouse how the justice system should work is common, but often misleading, as it is in this case.

Your statement on consideration, for instance, is incorrect. As is the leading statement in the post I replied to. Neither of those were constructed as statements of opinion.

In any event, I hope that readers recognize that there is a lot of misinformation in this thread and seek out proper experienced counsel to provide accurate answers to their questions.

<comment><USER75> Please do not equate the current _legal_ system with a _justice_ system. The system has to be based on law, and not justice, because everyone may have a different opinion on what is just and fair.

The courts system _may_ seek out justice whenever it is possible to do so, but in my anecdotal experience, and in my exposure from [likely biased] sources, it declines to make the attempt, and seeks out simple expedience instead.

In cases where a jury may be employed to decide the outcome, the public opinion on how justice _should_ work is relevant. If you are ever offered a potentially abusive contract, by all means consult a lawyer if you intend to proceed with it. But if you're ever on a jury hearing a contract dispute case, for the love of justice, _please_ refuse to enforce a fundamentally unfair contract, where the party that drafted it refused to negotiate--or even explain--any of its terms.</comment></comment></comment></comment></comment></comment></comment>


Sergey Brin's Resume Pre-Google - <AUTHOR> http://infolab.stanford.edu/~sergey/resume.html <comment><USER2> It's missing the photo: [http://nexuslex.files.wordpress.com/2008/07/1996-sergey- brin...](http://nexuslex.files.wordpress.com/2008/07/1996-sergey-brin.jpg)

</comment><comment><USER3> It looks like a fairly standard Phd student resume to me. I don't really see much extra in it. Yes there are some published papers, but so have many Phd students. Regarding google success, I would say him studying the right subject and doing the right things (start a startup) mattered much more than his CV and interests.

</comment><comment><USER4> the two papers he got published were in VLDB and SIGMOD, which are the two top conferences in databases and data management ... even pre-google, this guy had cred!

</comment><comment> cool-RR I didn't know he worked at Wolfram Research, that's interesting.

</comment><comment><USER5> The movie review idea is very interesting. It sounds like what Netflix is doing.

I hate to be one of those crazy predictors, but I wonder if Google will ever partner with Netflix on that topic. It seems like a good idea.

<comment><USER6> Written in Python... That changes my perspectives on what is a 'new' language.

<comment><USER7> Python has been around since the early 90ies. (Or even late 80ies?) Of course it's a much better language today than it was back then --- e.g. it got lexical scoping.

<comment><USER8> Python was started in Dec. 1989 and "appeared in 1991" according to Wikipedia.

<http://en.wikipedia.org/wiki/Python_(programming_language)>

</comment></comment></comment></comment><comment><USER9> Even then it's quite impressive

<comment><USER10> It's top 1%, but quite under-impressive compared to how talented and impressive he actually is, which establishes the very low utility of resume evaluations.

I worked at a hedge fund and we rejected people with more impressive resumes, and it only takes about 6 interviews before you realize how low the correlation is between how someone looks on paper and how smart they actually are.

<comment><USER11> Getting first-author papers in both VLDB and ACM SIGMOD your second year as a grad student (which means they were probably submitted his _first_ year) is phenomenal.

<comment><USER8> Not to mention he received his bachelor's degree in three years, so he was really submitting those papers when most students his age were seniors.

</comment></comment></comment></comment><comment><USER12> Nice, but I'm not sure this resume would get him an interview at Google today.</comment>