Relay-Version: version B 2.10 5/3/83; site utzoo.UUCP
Posting-Version: version B 2.10.1 6/24/83; site mit-eddie.UUCP
Path: utzoo!watmath!clyde!burl!ulysses!mhuxl!ihnp4!mit-eddie!smh
From: smh@mit-eddie.UUCP (Steven M. Haflich)
Newsgroups: net.legal,net.jobs
Subject: Re: Employment Contract
Message-ID: <2026@mit-eddie.UUCP>
Date: Mon, 4-Jun-84 15:09:08 EDT
Article-I.D.: mit-eddi.2026
Posted: Mon Jun  4 15:09:08 1984
Date-Received: Wed, 6-Jun-84 04:30:13 EDT
References: <334@ut-sally.UUCP> <862@sdcsvax.UUCP>
Organization: MIT, Cambridge, MA
Lines: 54

Preface:  I am not a lawyer.  Therefore anyone who takes this advice
deserves what he gets :-).

The proposed agreement is ludicrous.  The clauses near the end almost
acknowledge that the agreement *might* be fundamentally flawed and
therefore unenforcable in whole or part.  The humor of the company's
proposal is that any resolution by a court of proper jurisdiction would
almost certainly require much longer than the period of restriction, and
could possibly cost you more than the year's salary in question --
unless someone like ACLU picked up the case.  Now, the proposed
"contract" as you have explained it does not quite seem a real contract
because only one side (you) covenants anything of value; I am
unqualified to decide whether continued employment would properly
qualify as something of value from your employer.  However, I know one
thing about *good* contracts:  they cover all reasonably expectable
contingencies and are not, as this one seems to be, designed from the
beginning to end up in court.  Inasmuch as this agreement admits to its
internal flaws, and therefore that one or both sides *expect* to be
unwilling to satisfy with the terms, and that it will become necessary
to resolve matters in court, it just isn't a "contract" spelling out
agreed future performance by both sides.  This might be sufficient to
make a court just throw the whole thing right out.

As others have advised, YOU NEED A LAWYER.  But before assuming the
considerable expense of retaining one -- remember, you really want a
specialist who is well versed in this particular area, as it is
apparently still quite fluid and undergoing interpretation -- allow me
to suggest a couple (probably) harmless strategies which could lay the
matter to rest more cheaply:

Tell the company:  "This `contract', if indeed it is one, asks me to
covenant relinquishing considerable freedoms.  I obviously need a lawyer
to represent my interests.  Since it is a condition of employment, I
assume the company is willing to pay my expenses in this matter?"  By
analogy, you would hardly be expected to pay for a company-required
medical exam prior to employment.

If that doesn't shut them up, try explaining reasonably what terms you
will suggest to the lawyer:  The company would have the *option* of
exercising the agreement when and if you leave.  (The point may be moot
if you decide to work in an unrelated area.)  If they exercise the
agreement, they should *at least* continue giving you your salary with
*all* benefits, and perhaps a little more to cover your lost currency in
the field.

This last is only reasonable.  But if they refuse to be reasonable, then
I'd play safe and kiss the turkeys goodbye ASAP!  If you want to have
fun with them, of course, you could first try pointing out how
unreasonable the contract appears from your side of the fence by
emending it to be symmetrical:  When you finally part with the company,
preclude *them* for one year from doing work in Unix(r), or programming
in C, or communications, or ...  Sauce for the goose ...

Steve Haflich, MIT