having read, and re-read the text of the agreement, i do not see any prohibitions on public discussion of the terms provided there-in, and so I thought I would make mention of the most eggregious sections, and seek feedback on if I should find new employment or suck it up and sign this faustian rag. (I fully understand that any members involved in the legal profession must protect themselves, and regardless of the outcome, will not hold any legally responsible for the contributions they may make.)
now, down to the dirtiness at hand.
aside from the normal language where they claim ownership of every idea and skill i posess, they also make several claims that in my (very much) unprofessional opinion are serious red flags telling me to run as fast as I can.
a) A breach of this Agreement will result in irreparable harm to the Company for which there is no adequate remedy at law, and the Company is entitled to injunctive relief and specific performance. The Company need not post a bond or other security to enforce its rights under this Agreement.
b) This agreement may not be modified, or terminated except in a writing signed by me, and a company officer. A waiver of breach of any provision of this Agreement will not operate as a waiver of any subsequent breach.
c) The unenforcability of any provision of this agreement will not limit any other provision's enforcability. If any provision is held unenforcable, that provision will be limited or construed to the minimum extent necessary to make it enforceable.
d) My obligations under this agreement continue after my employment ends.
e) This is not an employment contract. My employment is at-will.
f) This agreement will be governed by and interpreted in accordance with the laws of Washington, without reference to conflicts of law rules.
a) and d) especially scare the shit out of me.
the former uses loaded language that I feel should be illegal, because it presupposes a matter of fact that I personally do not find truth in; a cursory examination of civil contract law for the state of washington shows that there is no limit on the possible awarded damages for statutory compensation. My employer could pull a doctor evil, and hold me hostage for a hundred bazillion-million dollars, and be within existing legal remedy as far as I am able to determine. While i do agree that irreparable harm could come from unapproved disclosure of intellectual properties or secrets, i dispute that the available legal remedies are "not adequate." If any of you are more knowlegable about washington contract law, i would love to hear your informal opinions. As-is, i don't believe that this agreement is possible for me, since i simply do not agree with the language of that section of article 6, and cannot fathom how "unlimited statutory damages" cannot service suitable compensation, and why they feel that special injunctive relief and and specific performance are necessary. for any of our lawyer friends here that might shed some light on this, my eyes are peeled!
then there is section d) of the same article, which, when taken in context of e) (at will employment, and not a promise of continued employment) appears to amount to an agreement in purpetuity for a service rendered (at will employment) that by its very nature is decidedly temporal. perhaps they think that i will be exposed to industry secrets that require purpetual protection, but that is not rational, considering that *I* would be creating those "secrets", and the wording of the main body of the contract explicitly states that my "know-how" is included in the agreement. That would mean that my already extensive skillset prior to working here is on the table in this contract, and this agreement would essentially bar me from in any way disclosing anything i know to any unauthorized person, if a very strict interpretation was followed. I could accept a sunset with an absurd term, say 25 years, but not "infinity". Theoretically, i would have to acquire a completely new knowledgebase and find a completely different career if I accept this agreement then seek new employment, as best I comprehend it.
My current thought on a course of action is to seek a modified contract per section b), with a sunset provision, and a statement asserting "fullest extent possible by law" instead of the existing section a) of article 6, as I am actually capable of agreeing with those terms, and should provide more than enough protection to my employer, as I have no interests in stealing or proliferating any of their intelectual properties-- along with some kind of sunset provision for section d).
for the record, this is a fortune 500 company dealing in physical manufacture of aerospace components, but the language of the agreement covers *everything*, including computer code, sketches, diagrams, algorithms, et. al., including my "know-how". (it is specifically mentioned.) I also no not live in the state of washington, nor is the company headquartered there.
Should I bother with seeking to get an agreement I can actually sign in good faith, or should I just start looking for a new job?"
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