signing a contract after adding an addendum

[zahc]

I have a job offer packet on my desk, and I like everything about it except for the non-compete agreement. Rather than just refuse to sign it, which might result in not getting the job, I would like to change the non-compete agreement, not to weaken its scope, but to increase the consideration (in the form of severence if invoked) and clarify terms on which it may be invoked or terminated. I feel this has a better chance of being accepted than trying to weaken the agreement or not sign it at all.

If I add an addendum, then should I sign the original non-compete document at all? Should I write "as amended" by hand next to my signature so it's clear I am only agreeing to the contract in amended form? Sould I NOT sign the original document at all, and just write "see addendum" on the signature line?

[Hawkmoon]

A contract is not a contract unless both parties agree to the terms. I wouldn't sign anything. You are not agreeing to their terms, and you have no idea whether or not they will agree to your terms. I would contact the HR department at the company (or whoever sent you the contract), explain your concerns, and tell them what you think needs to be changed. If they aren't willing to agree to the changes, you don't have a contract and you don't have a job.

[wmenorr67]

What Hawkmoon said.  Of course I'm not a lawyer but it is more about common sense.

[Hawkmoon]

Also not a lawyer (as if you didn't already know that).

[Perd Hapley]

Does the contract have fringe on it?

[Hawkmoon]

Does the contract have fringe on it?

Only the page outlining the fringe benefits.

[zahc]

My intention was to change the language to be  more agreeable by adding an amendment or an addendum (what's the differenc btw?) then sign the amended contract and send back to them to see if they bite. I have heard that it's also acceptable to cross out sections and initial them.

My objection is to the industry-wide, worldwide non-compete clause that prevents me from working for anyone in the industry for 1 year after termination, regardless of the reason for termination, even if they fire me because of a downsizing, which is not unlikely in this situation.

[Hawkmoon]

I have heard that it's also acceptable to cross out sections and initial them.

If the other party is agreeable to the amended language, yes -- that saves revising and reprinting the document. Having been in the position of interviewing and hiring new employees for a mid-size A&E firm, my reaction if someone we had offered a job unilaterally changed the proferred job offer and sent it back would be to immediately dust off the other resumes under consideration for the position.

[Marnoot]

IANAL, but I understand that the overly-broad clauses you object to are almost always thrown out if an employer is dumb enough to take it to court. Non-competes are (varying by state) pretty much unenforceable unless they are reasonable, limited in scope, and limited in area. The "you can't work in your career-field for 1 year" clauses just don't hold up in court.

My (fairly large, well-known) employer has a rather broad noncompete we all signed. Many employees have left here to work for a direct competitor and my employer doesn't care. The only time in recent history I recall them taking it to court is when an executive quit to work for a direct competitor specifically to head-up direct competition against my employer, transferring trade secrets in the process.

Hawkmoon's response is how I would imagine most employers would respond. They're not going to go the expense and time to send your amended offer/contract to their legal department for review. I'd expect it to just be round-filed and rescinded.

[MillCreek]

^^^^This.  By striking out the contract language or adding an amendment, you are making a counteroffer.  I would think it is only common courtesy to first call the office, run your idea up the flagpole and see where to go from there.  Most places, at a minimum, would have to run it by Legal first, and they would want to see your language, if they permitted an amendment at all.  But to just amend the contract and send it in does not make you seem like a team player.

[zahc]

The situation is actually an acquisition. I am accepting my own job, just with the new company. Of course, various things are different such as the benefits, salary, bonus, etc. but the offer is basically good except I don't like the non-compete agreement. I understand that everyone is replaceable, but I feel I am in a reasonable position to negotiate, or at least attempt to.

I generally go with the theory of signing these because they are either not invoked, or are found unenforceable even if they are invoked. What I don't like about this one is that it really is broad, plus it includes the killer clauses that allow the agreement to be amended to be admissible if it is found to be inadmissible by a court. I read that the killer clauses are what lead these to be admissible in practice, because they just weasel the agreement down to the minimum that is enforceable, rather than having the whole agreement thrown out as too broad.