Note: The following is not legal advice.. it is an explanation of legal advice. If you need legal advice, hire an attorney.
Earlier this week, a student I’m mentoring asked about my “IP Agreements at Hackathons” post. He plans to attend the event in question and asked me specifically about the IP agreement and what it could mean for his startup.
TLDR of that post: There’s a hackathon weekend event which requires all participants to sign a “work for hire” agreemeent transferring anything written, developed, designed, etc to the hackathon organizers.
Noting that I wasn’t a lawyer and still have not received the agreement, I repeated my earlier concerns and suggested he get an actual lawyer to review the current version of the contract. When we spoke again a few days later, he said he asked their lawyers about my concerns and was satisfied with the response.
You should hear alarm bells at this point.
A lawyer has two obligations:
- To serve as an officer of the court (aka work to follow the rules and laws); and
- To represent their client.
Read that carefully: A lawyer’s responsibilities are to the court and their client. Unless you are that client, they have zero responsibilty* to you.
To realize why this makes sense, think of it from the client’s perspective:
To do their job effectively, an attorney needs access to sensitive competitive, legal, and financial information. Fundamentally, they’re in a position to do massive harm to the client. For this system to work, the client needs to trust the attorney to protect and represent their interests in every possible way. In many cases, those “interests” include getting you to sign whatever agreement with as little modification (aka cost), negotiation (aka cost), and effort (aka cost) as possible.
It’s nothing nefarious.. it’s just how things work.
It doesn’t matter if that attorney is your best friend, a great guy, or your favorite aunt. If you’re not their client, you’re not their responsibility.
If you need legal guidance or opinion, get your own attorney.
* That said, an attorney should tell you to have your own attorney review the agreement. Unfortunately, this is usually mixed with an explanation of their client’s position (which boils down to “just agree with us”), so it’s easy to miss.