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Quick context:
Government agency GA hires...
..... big federal contractor BFC to do job, and BFC goes to...
..... small job ship SJS to get programmer, and....
I respond with my resume. After months of waiting for the paperwork
to go through, SJS finally gets back to me with their contract, and
also the intellectual property/non-disclosure agreement from BFC. So,
two items:
1. The contract from SJS contains a non-compete clause. Seems pretty
standard, except the way it's worded clearly implies that I cannot go
out and find work with *any* company for whom SJS supplies
contractors. Now, SJS tells me I've misunderstood the legal language,
but my attorney tells me that the clause is, at best, questionably
phrased. But -- and here's the kicker:
I go back to SJS with a suggested rewrite, one which makes clear that
I can solicit work from any company I want to, except, of course from
BFC. And SJS replies that they *cannot* reword their contract in any
way, because as a government contractor their *contracts* are
*audited* by the government. I've never had a client tell me that a
contract was fixed in stone, and not negotiable. I might expect that
from some huge company, but as far as I can tell SJS is basically two
guys, two PCs, and a microwave oven for the popcorn. Is this real,
that even their contracts are audited -- and therefore, can't be
changed or negotiated with individual contractors?
2. Regarding the IP/NDA from BFC -- pretty much boilerplate, until
you get to this (I've edited and condensed a bit):
"I understand this Agreement is not intended to require assignment of
any of my [the contractor's] rights in an invention that I develop
entirely on my own time..... I understand that the Company has the
right to review, in confidence, all inventions I conceive solely or
jointly with others during my employment to determine questions of
rights to inventions...."
and....
"During my contractor status with the Company, I agree that I will
not, without the advance written approval of the Company, engage in
any activity which may constitute a conflict with the Company's
interests.... Any question whether a particular activity may
constitute a conflict of interest shall be resolved by obtaining the
Company's written approval before engaging in that activity."
Are these people hallucinating? Should I get their permission before
I write letters to the editor? You'd think I was signing up to work
for the CIA. (None of the work in the proposed contract is
classified, and the government agency involved is not, on the whole,
involved in classified work.)
For various reasons, I had mixed feelings about this whole project.
It offered some real new opportunities for professional growth, but I
was warned there would be a lot of beauracracy involved. And of
course, everyone above me gets a major cut of the actual money paid
the government. I was prepared to go with it, but after all this, I
am about to turn it down. These people have some nerve.
CJ
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