Sir

My colleagues and I now strongly advise all our undergraduate and graduate students planning to enter industry to “read the fine print” — specifically, any exclusion clauses. It pays to check out this apparently small but possibly very significant detail before firmly accepting an offer, certainly before signing a contract or relocating. We feel that this precaution is valuable to any professional considering a change of employer, in addition to the familiar considerations of job satisfaction (of prime importance); type of work; size, type and health of company; location; and company benefits.

Some companies ask new employees to sign an agreement covering issues of patent ownership and confidentiality, for example agreeing that the company is the owner of any technical idea developed by the employee; or that the employee must not disclose or use outside the company any information that is proprietary to the company, either while an employee or afterwards. Such agreements, which must be signed upon starting a new job, are commonplace to cover the legitimate right of the company to protect its proprietary ideas and technology.

But some companies attempt to impose other, considerably more demanding, requirements. One might be that a new employee agrees, for a stipulated time after taking employment with a different company, not to work in areas of research or technology in which he or she had been directly involved while working for the present company. A more extreme requirement is that the employee is not allowed to work or consult for a competitor for a stated period of time after leaving the company, sometimes for as long as two years.

Typically, of course, a person accepting a position with a new company has no thought of working elsewhere. But who can count on anything lasting forever? The level of job satisfaction could change over time; the employee may wish to move; the work environment might become degraded through economies or ineffective management; staff could be laid off, as happens often in industry these days; or the employee might simply find a new opportunity with another company. Such reasons for change can arise relatively early in a person's career or after many years.

When embarking on a possible career move, the employee may have forgotten signing the agreement, but the company management will remember, and will remind the employee of the binding nature and implications of agreements that operate beyond the term of employment with the new employer.

So, our core advice to our students is that — before they make their final decision among different job offers, and before they have left their university town or home town — they ask any company offering them a job to send them copies of all agreements that they will be asked to sign when they join the organization. They can then seek legal advice in case of troubling 'non-compete' clauses. The requirements written into confidentiality agreements range widely from the quite mild and reasonably undemanding to those that go beyond the bounds of what I personally think ethically justifiable and proper.

Whatever the specifics, all these agreements are written in the interest of giving the company the protection that it feels it needs, and not for the benefit of the individual employee.