For as long as we’ve run Buffer, we’ve had to send new team members some form of employment agreement. We’re currently in the middle of raising $3.5m in new funding and, as part of the due diligence in this funding round, we’ve been revisited these agreements.

We’ve never felt completely comfortable about the agreements we send out, and it can often be a shock and in stark contrast to the style of the rest of our hiring process, where we try to take extra steps to show that we truly care about people.

When we revisited the agreements, this discomfort became emphasized again and a few people on the team were awesome enough to ask questions about some of the implications of the agreement.

Here’s the agreement. It’s fairly standard and although some of the wording can be difficult and even scary, we understand the need for it:

Buffer – Form of Employment Agreement (CA, Nov. 2014)_(Palib2_7143537_1)…

There are some parts of this that we felt could be a shock to read, such as:

I agree that all inventions developed by me during the period of time I am in the employ of the Company (including during my off-duty hours) are the sole property of the Company.

This time around, we felt compelled to truly address the concerns and our own feeling that the employment agreement could sometimes feel a little misaligned with our culture of caring (or, as we like to say, “it didn’t feel completely ‘Buffery'”).

Our solution was to come up with a pledge to all team members at Buffer. It is completely legally sound, yet is genuine and shows our trust and care for new and existing team members. It’s something we plan to always share alongside the employment agreement, in some ways as an explanation of the agreement as we see it.

I’ve casually mentioned the pledge to a few people and the first thing they ask is, “Can you show me?” and “Will you publish it?”

Today, we’re excited to be fully transparent and share the pledge.

Pledge to Buffer Team Members

Thanks so much for being part of Buffer and expanding the culture and values and how much we can help customers.

As part of joining the team, as with any other company, there are a number of legal forms to fill out. Some of these can seem intimidating, and we wanted to take a moment to clarify some of it and share our pledge to you.

The Pledge

To begin with, we must say that this pledge does not modify the agreements that you, as an existing or new team member, are signing. In the rare case of a conflict, the agreements will control. To help you understand our view, we want to share our additional thoughts:

Purpose of the employment agreement

  • These documents are for worst-case scenarios, and also are what an acquirer might require from us, should we find ourselves going through that process.
  • It is completely up to us as the executives (more technically, the board) whether we would ever enforce what is in the agreement.

Our philosophy on working with you as team members

  • We want to do everything we can to help you be the happiest, most productive and to progress as much as you can towards your life goals, as part of Buffer.
  • We completely trust you. We don’t track hours worked and we don’t mind where you work from. We know that you’re ambitious and self-driven and you’ll be in a team within Buffer and work with the team towards goals.
  • We love it when team members have side projects or side startups. If you have an idea or you’re working on something, share it with the team. As founders we want to help as much as we can, we’d love to share our experiences from the early days of Buffer. If your project grows and you want to pursue it full-time, we’ll be excited for you and want to keep helping if that’s useful for you. This has happened twice before with Belle Beth Cooper, who went on to start Exist and Michelle Sun, who went on to start First Code Academy. It’s one of the most gratifying things to see as a founder. If you let us, we might even invest.
  • When you get equipment from us (Jawbone UP, Kindle, laptop, etc.) we intend for that to be yours to own, put stickers on, or do anything that comes to mind. When you leave the company, we want you to keep these items too. We’d only ever ask you to return or remove things which Buffer needs to keep internal.
  • If you are thinking that somewhere else might be a better fit than Buffer, we might be sad but we’ll be excited to help you find the very best place for you to be and thrive. We want you to land your top choice, and we’ll help with advice, introductions, or simply a listening ear. Let us know while you’re still part of Buffer and take time off for the interviews.

The most important thing

  • We strive to work as servant leaders. Having a positive culture and challenging the norms to achieve it is part of what excites us. The team is what matters the most: We can’t keep growing and innovating without being part of the group, and all the credit belongs to you. We care a lot and we’ll always try to live by our 10th value to Do the Right Thing.

This pledge is a work in progress and we might find things to add to it from time to time. The nature of it will never change.

Thanks again,

Joel, Leo, Sunil and Carolyn

Do you have anything similar in your company? I’d love your thoughts on how you’ve solved challenges when it comes to employment agreements. Let me know in the comments below!

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Written by Joel Gascoigne

Joel is the founder and CEO at Buffer. He is focused on the lean startup approach, user happiness, transparency & company culture. Say hi to him anytime @joelgascoigne.

  • Mark-John Clifford

    Joel,
    Back in the early 80’s, when I started my investment firm I had the same type of pledge. With all of the agreements having to do with securities and privacy I felt the broker needed the same from our company. So we pledged to protect their security while they protected ours and the clients.

    With NDA’s (non-disclosure agreements) we agreed not only we needed them to sign ours but we would do the same for them if they started something new and personal on the site.

    • Wow, that’s great to hear Mark, thanks for sharing this. It’s really encouraging to hear from someone else that has tried to change things here. Love the idea of pledging both ways, that’s awesome.

      • Mark-John Clifford

        It really made a difference with the employees for sure. It even helped mend some fences with clients also.

        Great to see you using this now. Maybe I should work for you!

  • Bhavin

    Joel, we’ve been struggling with this as well. I like the pledge idea. Ultimately, I’d really like to rework the agreement to use much friendlier language, while still being covered legally. The employment agreement currently doesn’t align with our values. :(

    I love the progress your making on this, and if we find a way to re-work the agreement, I’ll definitely let you know. :)

    One question: why do you have this phrase “(including during my off-duty hours)” included? I don’t think we have that in our employment agreement, and I want our employees to feel free to work on other projects on their own time that they’ll own. Could you just remove the “off-duty” hours part entirely?

    • Hey Bhavin! I’m not surprised this is something you’ve also thought about a lot :-)

      I originally was completely set on rewording the agreement, too. In fact, we did that previously, I actually removed whole sections from the agreement that I didn’t feel good about. It turns out that this voided the agreements completely in the eyes of our new investors’ counsel, and this would also be the case for an acquirer. We had to get everyone to sign new agreements to be inline with due diligence. We could have pushed back on that, but then we understood that our lead investor has a duty not only for their LPs but also for all other investors in the round. The fact this process was triggered from due diligence makes me feel good about how solid this solution will be for the future.

      To put it another way, I already slimmed down that part from the agreement to fit into a quote in the blog post. Here’s the full version:

      As between the Company and myself, I agree that all right, title, and interest in and to any and all copyrightable material, notes, records, drawings, designs, logos,inventions, improvements, developments, discoveries, ideas and trade secrets conceived, discovered,authored, invented, developed or reduced to practice by me, solely or in collaboration with others, duringthe period of time I am in the employ of the Company (including during my off-duty hours), or with the use of Company’s equipment, supplies, facilities, or Company Confidential Information, and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing, except asprovided in Section 3.G below (collectively, “Inventions”), are the sole property of the Company.

      After hitting walls a little with rewording the agreement, I realized that it would take forever and more likely, simply not be possible. Unless we were an LLC with no investors, and even then I’m not sure.

      The big realization for me that helped a lot was the discovery that even though the agreements are in place, it is completely up to us whether to act on them. So I think that can help explain the “off duty” hours part, and if you read the pledge then we’ve tried to even encourage that.

      Essentially, we’ve tried to solve this by keeping the agreement but instead having the pledge as an explanation of how we see the agreement and how we see ourselves in terms of enforcing it.

      What do you think? Maybe we could hold stronger and still push to change the wording?

      • Jeff

        You should push to change the wording. While you have your agreement to employees, you have also stated that you have the non-compete at all based on future possibility of acquisition. That means that you have left your employees vulnerable to a future greedy acquirer who just may go back through everything every past employee has done and sue for IP ownership of anything they did during their employment.

        Personally, I do not sign non-competes formulated that way, basically having the Company lay claim to anything done by the employee even when they are on their own free time. There are much, MUCH better versions of non-compete agreements, like my current employer. Their non-compete is limited to directly competing companies and directly competing technology. This is MUCH better for employees, because now I can work on personal projects that do not compete with my employer or their business, and can rest assured I won’t lose my inventions at some later time.

        Right now, to be blunt, you have your employees in a very precarious situation, never knowing if something they work on personally will be litigated away by a future acquirer. That future acquirer will not be beholden to your agreement to employees and if greedy enough will act like a patent troll, suing current and past employees for their personal work.

        • My husband and I set up a company to legally cover any of my entrepreneurial activities. As he is a Director of this company, his Directorship may come into conflict with his current employment.

          Having checked his employment contract, we noticed the phrasing was more along the lines of ‘do not do any side projects that may be competitive to our own business’. There was also a clause that said if you became director of a company, or a shareholder of 3%+ in any other company, you must inform your line manager and get acceptance from them that it does not conflict with your employer’s business.

          We felt that this was a good way to phrase things, as it means that people are free to work on ideas, as long as they are not in competition with their employer’s own line of business. We would therefore personally retain ownership of any IP etc. which we generate.

          Perhaps you could re-word the agreement in such a way as to cover competitive activities only? Or would that not be enough to cover the legal requirements and the requirements of investors?

          Agreeing with Jeff, above, that it is potentially a dangerous situation for employees, with regards to a future acquirer taking ownership of their past inventions.

          It somehow goes against the culture of Buffer to have that kind of phrasing.

          Think about what your company stands for, openness, transparency, and heartfelt encouragement. You want your employees to be happy and to succeed in life as well as in their employment with Buffer. If these values are critical to the core culture of Buffer, then they need to be flowing from every agreement, every email, every type of communication and interaction you have with your employees as well as with customers, partners, and investors.

          I wish you the best of luck in this situation and I thank you for being part of the open and transparent movement, without which, we would not be part of this discussion.

          I just wanted to encourage you to put your core values at the centre of everything you do…

          Best Wishes

          Maeve

        • You’re right, I think the ideal way is that we actually change these agreements. I’d like to go through every point in the legal agreement make adjustments.

          A lot of what we do operates on a basis of trust, that’s why we’re transparent about everything (salaries, equity, revenue, personal struggles). We like the phrase “use best judgement” within the company. It’s not clear what it means, and that’s just fine. We really aim to trust everyone to make the right call, or to ask for someone’s thoughts in making a tough or important decision. With this Pledge, we’re sharing how we feel and how we see the agreement, and asking for trust.

          I think over time we could work on bringing the agreement fully towards alignment. For now, this feels like a good step forward for us. We won’t ever stop rethinking and changing every part of the company, it’s going to evolve.

          Thanks again for the nudge Jeff.

      • Peter Wallhead

        Yep, that “we own all your things (even developed outside of hours)” clause is a scary one. Hope to see it removed from the agreement entirely in the future.

        My current employer has a simpler clause: If you build it during work hours and/or while in the building, and/or on our equipment then we own it.

        They don’t care about what I work on out of hours, as long it doesn’t interrupt my work time (9-5) and I declare any real, or perceived, conflicts of interest promptly.

        • Thanks for sharing the agreement and the pledge, Joel. I like the latter one.

          I agree with Peter and Jeff. For me, there is a strong contradiction especially between this part of the agreement:

          “I agree that all inventions developed by me during the period of time I am in the employ of the Company (including during my off-duty hours) are the sole property of the Company.”

          and this part of the pledge:

          “We love it when team members have side projects or side startups.[…] As founders we want to help as much as we can. […] If your project grows and you want to pursue it full-time, we’ll be excited for you and want to keep helping if that’s useful for you. ”

          As Jeff pointed out, that brings a huge risk for your employees, if the good-will-situation (the pledge) might change (e.g. through an aquire), and the agreement is forced out.

          I would fix that asap.

      • Bhavin

        Argh, I missed your response, Joel—gmail decided disqus notifications were not important. :)

        I understand your answer, but it leaves me with more questions, which I’ll save for another time. Overall, I applaud what you’re doing, and it’s definitely progress. It aligns with our value of Done > Perfect (which essentially means don’t delay progress for today in pursuit of perfection.) I don’t know if you should or need to push back, because prioritizing this means you’re not prioritizing something else which may be more important for your team or customers. I’m sure you’ll make a good decision either way.

        I’ll make a note of my questions for the next time we meet up in person. :)

  • Katharine Betteridge

    Sounds very similar to a wording of the agreement I used at a previous start-up. Glad you included the California exception. I have yet to meet an employer who would sue the employee upon leaving unless it’s an invention that directly diverts money from the employer (ie, if an employee created a competitor to buffer).

    I’ve been reading your blog for some time. Huge fan of your commitment to transparency within the hiring process.

  • Jason Thomas Viglione

    Add this to the list of 1 million reasons why working at Buffer would be awesome. You guys are the product, team and culture that everyone should want to be a part of.

  • I love your transparency and the fact that you advocate daily for your employees. It builds trust in a way that corporate speak doesn’t.

    I’m working on bringing that same level of transparency in my internal communications. It feels risky, but it’s the only way to do it.

  • Maria Juan

    Thank you for sharing this, Joel. One of the most important aspects I look for when job hunting, is the culture of a company first and the actual job description next. It is great that you are willing to share this with the public. While you can’t stay away from the legal jargon requirment, it is refreshing that you offer your employees an additional pledge to let them know that you and those in charge are the employee’s support system. This type of foundation should make anyone want to work at 110%. Keep up the great work!

  • Ivan Šestak

    Ivan Šestak. – Croatia – Hrvatska.
    tim.ivan1@gmail.com

  • Hi Joel,

    After reading about the issues with Uber recently, especially regarding the exec’s remarks on what they would/might do to journalists, I find it very heartening to read about Buffer’s pledge (and values).

    I’ve always respected Uber for disrupting the taxi industry as a startup and proceeded with high growth to spread their disruption to many parts of the world. However, the issues they had recently is very disappointed. It seems just like another large corporation, focusing ruthlessly on profits without any proper values. 

    I hope as you and your team grow Buffer, especially when you have many employees, you will maintain your values and continue to be a role model and inspiration for other startups and entrepreneurs, setting the standards for future companies. The world needs more startups/companies with proper values, culture and ethics (in terms of actions and behaviour and not just stating on their websites).

    Just my 2 cents and I felt a strong urge to say it. Keep up with the great work!

    Alfred

  • That is very nice and sincere of you to PUBLISH the pledge! I ‘d join you tomorrow. Go Europe!

  • Johnny Grimmer

    Hey Joel,

    After reviewing the agreement, I was curious where the line gets drawn in terms of “inventions?”

    For example, the passage you highlighted, “I agree that all inventions developed by me during the period of time I am in the employ of the Company (including during my off-duty hours) are the sole property of the Company” refers to any and all things created in relation to Buffer specifically, not personal projects, right?

    For example, when Michelle Sun was developing and creating First Code Academy, Buffer didn’t own her material, correct?

    I was just curious how you drew the line regarding “inventions.”

    Thanks,

    Johnny

  • Ulrik

    Thank you Joel for sharing, as always it’s very interesting. Is this employment agreement also the same used for people working at buffer but not from the US/allowed to work there? IIRC to work as employee for a US company you must be a citizen or have a visa for that. As many of you aren’t from there, how do you take care of it? Do you request a visa for everybody? I’d love to hear more about this topic! :)

  • Meni

    Thanks for sharing Joel, incredibly inspiring and helpful!
    I was wondering what you use for employees outside the US, where you don’t have a legal entity?