Amazon Noncompete and Invention Assignment

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I recently received a job offer from Amazon AWS. The pay and benefits are quite decent. I do really like the role and it would be work that interests me. The people that I have met so far in interviews are great.

What I do not like is the documents I have to sign to get started. They include stuff like this:

"ATTENTION AND EFFORT. During employment, Employee will devote Employee’s entire productive time, ability, attention, and effort to furthering Amazon’s best interests and will not (without Amazon’s prior written consent) carry on any separate professional or other gainful employment, including self-employment and contract work."

and

"Inventions. Employee will make prompt and full written disclosure to Employer, and hereby irrevocably assigns exclusively to Employer, all of Employee’s rights, title, and interest in and to any and all inventions, discoveries, designs, developments, concepts, techniques, procedures, algorithms, products, improvements, business plans, and trade secrets (collectively, “Inventions”) that Employee solely or jointly may conceive, develop, reduce to practice, or otherwise produce during Employee’s employment."

Then it follows up on the inventions portion by saying:

"Any provision in this Agreement requiring Employee to assign rights in Inventions does not and will not apply to any Invention for which no equipment, supplies, facilities, or trade secret information of Employer was used and that was developed entirely on Employee’s own time, unless (a) the Invention relates (i) directly to the business of Employer, or (ii) to Employer’s actual or demonstrably anticipated research or development"

Truth be told I'm really uncomfortable with the idea of having to get written permission to work on a weekend side project that makes money. I already have side projects that make money, and I have ideas for more.

Also I'm really uncomfortable with the idea of Amazon being able to claim inventions that I develop on my own time, on my own equipment, simply because they overlap with something Amazon might want to develop. Amazon is a big company, so the scope of things they might research or develop is pretty massive.

I'm interested in feedback from other current or former Amazon AWS employees: does Amazon really enforce these clauses? Does the company actually have a culture of requiring people to get written permission to hack away on weekend projects? Do they actually claim inventions that employees make on their free time?

For others who have worked for large tech companies in general are these clauses pretty standard? I've been self employed and working for startups for the past ten years so I've never seen an employer contract that was like this. All the startups I've worked at have had contracts that were much more favorable to employees personal projects and they had cultures of encouraging side projects as these are often where employees do their best experimentation and learning.

I'm seriously considering turning down the job over this if they can't work with me to change the contract (which realistically they probably won't). I'm still weighing the pros and cons because having Amazon on the resume might be nice, but also I'd probably hate a workplace environment that stifles my ability to continue to progress on my personal development projects on the side.

This is standard. In certain states, like California, non-compete clauses are void. You simply ignore them, if you live there. The employer is betting on your misunderstanding of law, to gain access to your own invention. Some states allow them to, others don't. They all can lie. There's often a section stating "All sections that run afoul of any local laws don't apply." Check your local laws & statute or grab a lawyer for an hour (surprised there isn't a Tindr for lawyers yet.)

This is a standard clause that has appeared in every offer letter I've ever had. It protects Amazon by preventing you from competing against them by, say starting your own cloud hosting company or PaaS that directly competes against AWS offerings. It also prevents you from incorporating AWS trade secrets or code you've written on their time into an open source project or commercial offering.

Companies generally also do not want employees running their own consulting businesses on the side. It's a hard line to walk. What do you do when one of your clients is experiencing an outage at 10AM on Monday morning. Ignore their emails until 5? Let the website be down for 6+ hours?

See https://www.joelonsoftware.com/2016/12/09/developers-side-projects/

I have refused to accept contracts with language like this until it is removed.

It's disrespectful to employees and sets a bad tone for your employment. If more developers didn't tolerate it then companies wouldn't even attempt it.

That said I've worked for small companies, the hiring manager may not have much flexibility in fixing the contract so refusing may cost you the job.

Edit: The joel on software post by morenoh149 makes some good points but this language is still overly restrictive for what it's attempting.

If you're in California, you should know about CA 2870. It protects you. http://law.justia.com/codes/california/2011/lab/division-3/2870-2872/2870

You already know they want you. They already know they want you. If everything else about the offer is acceptable, have you tried talking to them about your concerns? Work it out. Life is a negotiation. You either come to terms, or you don't and you move on.

I've never worked for Amazon, but I've signed contracts like this before. And the contract had an amendment that gave me permission to continue to work on a project I had already started. My side efforts were not in any way related to their business. And when I started a second commercial effort on my own time I asked permission and I got it, in writing. It wasn't an issue, my employer appreciated that I was the kind of person that was passionate about technology.
I think paxunix gave you the best advice, either talk to them, which I know can be difficult to do, or suck it up and accept the terms.

I worked at AWS from 2010-2014. What I say below are my opinions based on my experience working there.

1. Their open-source approval process for employees can take anywhere from weeks to years. I spent a tremendous amount of time working with their open source group to improve the process, but they are a big company and are a natural target for lawsuits.

2. They want to own you. Like, everything about you and everything you do. Amazon goes far beyond what California-based companies do, and even if you're working on something that you think is unrelated, may still be related to Amazon somehow. I was really worried about these exact same clauses, but I signed anyway. I had to quit any outside projects that I had because Amazon Legal thought there might be some overlap. You can risk it if what you're working on doesn't involve reading, shipping, technical software, consumer electronics, and the like. Or you can just keep it a secret and hope you don't get caught. Your call.

3. Unrelated, but if you're going to be reporting through a director by the name of Ken Exner, my recommendation is to hard-pass on the job. My opinion is that he is a raging asshole who will sideline your career if he decides that he doesn't like you.

4. If you take the gig, learn as much as you possibly can. AWS is pretty gladiatorial in nature, so prepare to get your feeling a hurt. After you get your 2-year stock grant, get the hell out. The job gets markedly worse after year two. Don't expect a promotion or a raise that's worth a damn. Go. Learn. Get the fuck out.

5. Amazon will not negotiate with you on these points.

Good luck.