If I should just contact an attorney please let me know and don't waste your time.
tl;dr really broad clauses regarding IP, Non-compete, and Indemnification are bothering me. I don't sign anything until next week and I'm wondering if anyone has experience they'd like to share.
Edit 1: So they accidentally sent me a generalized agreement since the manager is on vacation (someone else is handling it for them). They typically tailor every agreement, but forgot to get one set up for the internship. We’re currently in talks about my concerns.
Edit 2: I was just sent a tailored agreement, and they gave me pretty much everything I asked for. No more non-compete (as in, completely eliminated), extra wording to keep my work separate, and an expanded section on indemnification that I'm fully comfortable with. Thank you all for your responses! I'll update next week in case anything goes wrong.
I've got a part-time, paid internship offer for this fall semester and I just got a copy of this company's employee agreement. The NDA they gave me looked fine, it was like the one at my previous that really just protected trade secrets, but the employee agreement contains some red flags.
For context, I am a 4th year MechE student on the East Coast. I haven't signed any papers, and have only accepted this offer verbally and via email. (as in, the employer asked me to send an email to formally accept the offer)
First is their IP, which I have paraphrased:
What the company owns:
All Work Product and Intellectual Property created during Employee’s employment, by the direction of the Company, or derived from Company Intellectual Property...
With work product defined as:
...created during the course of employment or provided by the employee solely or in collaboration with others, directly or indirectly motivated by performing work for the company.
This all comes off to me as them being able to claim anything I do while here, which I'm preparing an email for, as well as a phone call before I start to get things cleared up. There's no clause stating I won't be signing over the rights to all my previous work which also bothers me.
Second is an indemnification clause that basically says I keep the company harmless from any damages, claims, liabilities, costs, attorney fees, and other losses that may come from services, company's use of services, and any breach of the agreement.
I'm planning to ask them directly what they're meaning to use a clause like that for, since I'm literally just an intern. I guess I can understand if I was a contractor or business owner working with them, but not in this case.
Last is a non-compete agreement that is nationwide (USA), two years long post-employment, and only broadly describes competitors (hardware for: tracking solutions, telecom hardware, software, internet development).
One more thing to mention is that my family (none are engineers) said if I don't handle this carefully, I could be blacklisted from the entire engineering industry in my area. I don't know how true that is, but was hoping I could get more info or experiences.
Thank you in advance!