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Sell out? Or stick to my principals and lose my modest salary and benefits?

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Michael Mahoney Jr.Sell out? Or stick to my principals and lose my modest salary and benefits?
by on Jan 8, 2011 at 3:33:30 am

Ohhhh, boy. I think I just walked out on my salary and benefits today. I need some support and recommendations.

In Short:
Today, I had to make the big choice you sometimes hear about: Stick to my principals, or "sell out" to keep my salary and benefits?
My employer asked me to sign a restrictive Invention Assignment Agreement (potentially sign away rights to my private work.)

In Long:
I am a videographer/editor/producer for a large bicycle accessory retailer (actually, a similar type of industry.) I shoot and edit videos promoting the bicycle accessories that we sell, as well as event coverage, corporate interviews and the myriad media-related tasks given to the "in-house media guy." (My job description states: Videographer and Copywriter.)

Regardless, we were recently purchased by an even larger company within the industry.

I am now being asked to sign a very restrictive, very generic Invention Assignment Agreement. This agreement states that they own any invention (read: video/film/artwork/text) I create which "relates to the Company's current or contemplated business or activities;"

To me, this reads that if I create any movie/film related to bicycles and bicycling that they could claim ownership.

I am an avid bicyclist and bicycling fan, and I love getting paid to make videos about the products and events/people in the industry. Dream job, right?

How can they tell me that any bicycle-related movies I make, in my free time, with my own equipment, belong to them?

They have refused to modify the generic contract I am being given. I simply ask that they specify, in writing, that I may produce bicycle-related media as long as it does not conflict with my employer. Meaning, I will not produce videos promoting specific bicycling products, or bicycle accessory installation advice or how-to.

Otherwise, I should be free to produce any artwork or visul media without fear of them claiming ownership.

This is ridiculous. Ridiculous, and complicated. And scary.

I was told that they would not modify the agreement.
I was told that signing the agreement is a condition of my employment.
I was told that if I do not sign the agreement – I do not work here.
I was told to have the signed agreement turned in by the end of business, today.
I did not sign the agreement.

I just walked away from my salary and benefits on a matter of artistic principle, and I am freaking out.

I just lost my job. I think.
I am NOT signing that agreement without modifications.

They would have to pay me a LOT more to lock me down artistically like this. It's a matter of principle. The principle of a starving artist?

Is this type of agreement common for other corporate videographers?

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Nick GriffinRe: Sell out? Or stick to my principals and lose my modest salary and benefits?
by on Jan 8, 2011 at 5:41:16 pm

Michael -
This sucks and you have my full sympathies and understanding. Large companies will almost always refuse to modify blanket contracts for individuals. That's a stark reality. I don't disagree with your choice, but that's mostly because I've been self-employed for over 30 years and have enjoyed it.

So before this discussion goes much further, please put this same post on the Business & Marketing COW. This is exactly the kind of thing discussed there routinely. Not to say this won't be seen here, but you will likely get more input over there.

It will be interesting to see what others have to say, but I fear that you have been given a clear ultimatum and selected your freedom over your short term financial security. Looking back years from now this could be seen as the start of a flourishing freelance career. Or it could be viewed as a misstep that took months or years to recover from. Time, and your level of effort, will make the difference.

What comes immediately to mind is two things: 1) Would some of the people in the original company be able to sub-contract your services, thereby providing you with your first client? They already know you and your work so this could be an easy way for them to hold onto your expertise. What you would have to give up is ownership of any work for hire done for them -- NOT anything personal for which they did not specifically contract.

2) Do you know of any competitors who could use your services? Your pitch could be that you've left X company and gone out on your own, offering your services to a larger audience.

Should you opt for going freelance and starting your own business rather than being someone's employee, please be sure to read some of the many Business COW threads on determining what your rates should be. Your overall cost of doing business is far greater than what you've been receiving as a net salary so be sure to plan for this.

Best of luck and hope to see this thread bring you many good ideas.

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Mark SuszkoRe: Sell out? Or stick to my principals and lose my modest salary and benefits?
by on Jan 8, 2011 at 7:12:21 pm

That sure is the "Kobayashi Maru test". You think you know what you'll do when you are faced with one of these, but when you have a family to feed, nobody can ever say for sure and really, nobody has a right to tell you that you chose wrong.

But we'll give you advice, anyway.

First off, this dust-up may have escalated too fast, before people thought it through. They have the weekend to cool off. Without backing down from your declared principles, try to contact them on Monday, explain that you had the weekend to think about things, and see if you can schedule a meeting to explore a possible settlement that works for everybody. You have to frame it so everybody keeps their pride intact, for this to work out.

The other thing you should know is, though I'm not a lawyer, many of the non-compete/intellectual property waivers like this are said to not be worth the paper they are printed on, in court. Many are deemed by judges as too broad and thrown out as unenforceable. So you may have flown over the handlebars over a tiny piece of gravel, legally speaking. The boilerplate document they cribbed this from is clearly aimed at some machinist who invents a new deely-whatsis bracket that's an improvement, and the company wants to own the rights to that. Videos you make, on your own time, that happen to showcase a product that any person can buy and own... harder to be able to prove the company owns what's in your head.

You could choose to sign it as-is, knowing that they probably will not actually go to court over any of your private videos, and even if they do, you have a good chance to win.

You could again offer to sign it, but draw a marker thru the "video" clause and initial that line-thru to show that you agree to everything but that. They may just let that go. You might offer to sign an additional deal memo clarifying the relationship of your outside work to the company work. Try to see thru their eyes at what their concerns are, and see if there's a way to satisfy that without compromising your principles. Their issues will be control of their image and branding, an imperative from their legal department that they must prove a continual vigorous defense of their trademarks and etc in order to preserve their IP rights in court, even when it comes to stupid things.

Example from one of my hobbies, RC model airplanes:
Guy loves the air show acrobatic team sponsored by Holiday Inn. The four custom biplanes are all done up in very attractive Holiday Inn color schemes. He is such a fan, he builds a model of one of the airshow planes in 3/4 scale, big as a midsize car, and detailed down to the last rivet. With pride, he sends a picture of his creation to the hotel's PR department, expecting a pat on the back, an autograph from their air show team pilots, or something like that. Instead, he gets what is nicknamed a "bigfoot letter" from Holiday Inn's Legal department, ordering him to destroy the model, or at least never show it in public, and stop "appropriating" their trademarks. H.I. says they did not give him permission to copy the planes, logos, even paint color, and to keep other hotels from perhaps trying to make their colors and logos look too much like Holiday Inn and confusing the public, they can't allow it. Also, should the plane be flown and hurt somebody, because it has their name on it, there is a possibility, however remote, that the victims will try to sue the hotel chain. At the very least, a crashed plane and hurt people are bad PR for the chain. You can see their point, in that case.

That is the mind-set and concern of the "bicycle" company's legal department. They have to be jerks and do it in a very consistent way, no matter how trivial the situation. Like the TSA:-P

If you want to stay with the company, the negotiations must somehow fulfill their security /legal requirements. Or you'll have to part ways.

The emotions around this situation seem awfully high for a simple document like this. Is there more back-story we should know but don't? Like, were you in the middle of a huge series of important company videos, when they saw that the stuff you make in your free time is better, or something?

Hope things are better Monday, but if not, well, yes, you can try going to their competitors. Except they might very well hand you a similar document. For similar reasons.

None of this is easy or simple. It is about business, not art. Be aware of the difference.

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grinner hesterRe: Sell out? Or stick to my principals and lose my modest salary and benefits?
by on Jan 8, 2011 at 10:56:23 pm

This is easy and simple.
Walk. They invited you to leave by not so much as offering an incentive for you to restrict yourself. Burn no bridges as you leave. They will probably need and want your freelance services for a while, ironically, doubling your pay while you are free to create as you like on the side. Your insticts are usually spot on. In this case, you didn't did the strong arm of a new company that doesn't even know you. I learned a long time ago that any company that requires a non compete for me to keep me there is not in the practice of keeping a good environment to keep me there.

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Taku SuzukiRe: Sell out? Or stick to my principals and lose my modest salary and benefits?
by on Jan 9, 2011 at 3:08:32 am

You've done something that you felt was right deep down.
Along the lines of Nick, who knows it was the best decision of your life.
It's all up to you.
You can take it the constructive way or the destructive way.
You clearly sound like a person that has passion for what he does and takes pride in it. I consider that is a very valuable asset.
Take that fire and channel that into something useful and carve out a new future for yourself.
Just apply the same approach which is loving what you do.
Those are the kind of choices made by people in our industry every day.
Sometimes it takes a big bad corporate bully to bring out the character in us.

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Noah KadnerRe: Sell out? Or stick to my principals and lose my modest salary and benefits?
by on Jan 9, 2011 at 7:45:34 am

On the other hand- this is a tough economy and you probably don't have another gig with the same salary ready to roll on I'm guessing. And since this is some generic boilerplate legalese it's probably likely that in truth they do not intend to monitor everything you do outside of work. Unless it causes the company a problem or is an embarrassing or competitive issue which of course you'd never do anyway. In other words, little will actually come of this.

Big companies generally have these sorts of waivers as part of basic employment requirements. You may think it is something aimed at restricting your creativity or whatever but it's really just standard issue corporate boilerplate designed to keep the company's legal staff's life simple. If you decide to bet your job on forcing them to exempt you I can pretty much guarantee they won't think twice about moving right along to someone else who has no such objections. So tossing away your your job over something that's really not about *you* is your choice but you may be making a mountain out of a molehill here and winding up in the huge pool of unemployed creative types in the process.


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Brent DunnRe: Sell out? Or stick to my principals and lose my modest salary and benefits?
by on Jan 19, 2011 at 3:36:50 pm

I'd have to agree with Noah. It's easy to say, stick it to the man. But, I like to eat. Sometimes you have to learn to bite your tongue and roll with the flow.

The upside; You have a job you love...and you get paid for it. Getting a new owner, or a new boss is always a change in the way management operates and you have to change with their requirements.

Eventually they will cozy up to how you work.

Being self employed has it's benefits, but it is also a whole different ballgame when you have to chase the dollar. I don't get paid vacations, insurance, or a salary, unless I go out an earn it. If I get sick, & don't work, I don't get paid. It's a lot of responsibilities most people are not equipped to deal with.

Brent Dunn
Owner / Director / Editor
DunnRight Films
Video Marketing

Sony EX-1,
Canon 5D Mark II
Canon 7D
Mac Pro Tower, Quad Core,
with Final Cut Studio

HP i7 Quad laptop
Adobe CS-5 Production Suite

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Scott CumboRe: Sell out? Or stick to my principals and lose my modest salary and benefits?
by on Jan 10, 2011 at 4:47:15 pm

As long as you don't have a family to feed do what you want.

If you do have a family your "principals" don't mean anything, work is work and they are not asking you to break the law.

Scott Cumbo
Broadway Video, NYC

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