Hack4Detroit's indemnification clause

I&#x27;ve been in these situations a few times. I have a few different approaches depending on the person and company asking:<p>(1) Say, &quot;My employer prohibits me from signing any legal documents related to intellectual creations. You&#x27;ll have to run it past their legal team. It&#x27;ll take 1-2 weeks.&quot; That&#x27;s mostly true(!) depending on the provisions of your employment agreement, and it&#x27;s usually enough to get them to back down.<p>(2) Go to the signature page and write in legible penmanship: &quot;I do not agree to these terms&quot; (and that is all). Often the administering party has no leeway and just needs to be able to say, &quot;I saw them write something.&quot;<p>If all else fails: You have to be willing to walk away. And if you do decide to sign: Retain a copy!<p>Anyway, that&#x27;s pretty shady and should not be tolerated.

Transfer of IP is not reasonable, as you should still own what you have created.<p>Granting a perpetual and royalty-free license is very common as can be seen in the Apache Individual Contributor License Agreement: <a href="https:&#x2F;&#x2F;www.apache.org&#x2F;licenses&#x2F;icla.txt" rel="nofollow">https:&#x2F;&#x2F;www.apache.org&#x2F;licenses&#x2F;icla.txt</a><p>The Apache ICLA states that you still own the copyright of the software and can do what you want with it, they only license it from you and can then use it for the purposes stated in the agreement. It does require you to mention all the patents that you might infringe on, but only if you are aware of them. Otherwise you&#x27;re pretty much in the clear.<p>I wouldn&#x27;t have signed the document mentioned in the article, I think you made the right move.

You had to pay $20 and then you find the tranfer of IP to the city reasonable? I understand these things aren&#x27;t cheap to run, but there&#x27;s no shortage of sponsors looking to get involved for various reasons.<p>Paying to make software for someone else seems entirely unreasonable and in bad taste in the organizers part.

The contract was bad. It was very bad that they never revealed it until you got there. It was really bad that a Party tried to persuade you into signing the document knowing you don&#x27;t understand it (and they probably don&#x27;t either).<p>Under these circumstances, it would be appropriate to submit an invoice for a refund of the registration fee (which I assume was pre-paid), reimbursement for your travel costs, and time paid for the amount wasted on reading their contract.

Something like this happened in St. Louis. The community protested, and they ended up canceling the hackathon.<p>Details here: <a href="https:&#x2F;&#x2F;www.philipithomas.com&#x2F;stl-hackathon-canceled-after-social-media-backlash&#x2F;" rel="nofollow">https:&#x2F;&#x2F;www.philipithomas.com&#x2F;stl-hackathon-canceled-after-s...</a>

Wow, this is out of control... so I make an app at the hackathon... the city of Detroit gets full rights then someone uses the app and dies or gets hurt and they sue the original programmer meanwhile, the city owns it and uses it 100%.<p>This is out of control!

&quot;You are probably thinking about it too hard.&quot; That CIO who said that should be fired.

IANAL.. would this contract be enforceable? Because it seems the event org gets:<p>$20, exclusive IP ownership, indemnification, etc<p>and the participant gets:<p>to do work (and one person gets $5k, and two people get gift cards)<p>Where&#x27;s the quid pro quo? Seems like there&#x27;s no consideration for one side.<p>Edit: the contract says that providing a place to work (which will be done at their direction, supervision, and for their sole benefit) and the 3 prizes are the only things they&#x27;ll provide. Is that enough for this to be considered a fair&#x2F;enforceable contract?

This is outrageous. I wouldn&#x27;t be happy to sign anything, no matter how harmless <i>after</i> I agreed to participate (which means I already arrived to the place, not mentioning the fee), but OK, it&#x27;s just me. But 8 page contract with liabilities? &quot;You are probably thinking about it too hard.&quot;? At this point I would basically explode, so I can only applaud your calmness and restraint.

&quot;...all IP is transferred to ownership of the City of Detroit (which I think is reasonable) and the City is granted a perpetual, royalty-free license to “use” any derivative software (which I think is unreasonable)&quot;<p>I&#x27;m pretty sure the author reversed &quot;reasonable&quot; and &quot;unreasonable&quot; from what he intended.<p>Also, IANAL, but I&#x27;m also pretty sure this contract would not be enforceable because of the way it was presented. There would be a very strong argument that the participants were coerced into signing.

Granted I&#x27;ve only participated in 3 hackathons but the times I went I just walked in and found a cool thing to work on. I didn&#x27;t have to sign anything or pay a cent.<p>Is this sort of legalese normal in the US for hackathons?

I once was working freelance deals. I talked to a guy and the project he had sounded reasonable. As it, he wasn&#x27;t claiming we were going to build a Facebook competitor. He had a good business opportunity with a solid opportunity for revenue. A 30 minute Skype and I agreed to start work at a certain rate.<p>He sent me a contract that stated I had to provide unlimited warranty on any software I wrote for 3 years after the date of the last payment. I kindly told him I was no longer interested. He told that was his &#x27;standard contract&#x27; and had &#x27;never looked at it anyways&#x27;. Six months later I was still getting emails from him about once a week asking me when I&#x27;d be able to begin work.

You had to pay a fee? To create things for free?

Onerous contracts have long been common in the startup industry. My impression is that one of the things that has made YC successful is striving for a reputation for providing better terms for founders, but out in the wild places where reputation doesn&#x27;t count and funding is turned from competitive to a competition where investment is the prize, it&#x27;s amateur hour. $5000 isn&#x27;t going to provide much runway for a startup, and funding just one team isn&#x27;t going to make for a valuable portfolio. The contract is just a reflection of a failure to distinguish between barbershops and startups.

Of course you shouldn&#x27;t sign. Walking out was the right thing to do.<p>I&#x27;ve always been very, very careful about reading contracts, and it&#x27;s worked out quite well for me. There are online services I will not sign up for because the terms overreach.

Detroit CIO Beth Niblock has publicly acknowledged the issue with plans to do it differently in the future.<p><a href="http:&#x2F;&#x2F;imgur.com&#x2F;FwLSilU" rel="nofollow">http:&#x2F;&#x2F;imgur.com&#x2F;FwLSilU</a>

I participated in Automation Alley&#x27;s #HackDPL last year (which was free) and in the last hour of the event, they sent out an email saying all submissions required a copy of the app&#x27;s source code. Our team submitted ours since I was the only member of my team opposed to it, but it was a scummy move. Since this hackathon had a cover charge, I decided not to go. This doesn&#x27;t surprise me and I hope Automation Alley gets it together.

And that is why the city of Detroit is going down the drain.