Read the Contract

A guy from an expert network called Ridgetop Research hit me up on LinkedIn last week. Friendly message, totally professional — his client wanted to chat with a former employee of a Fortune 100 company I used to work for. Forty-five to sixty minutes, well-paid, pick your brain stuff. Easy money, right?

I said I charge $600 an hour. He said that works. I gave him my email.

Then the Ridgetop Research Terms and Conditions showed up.

I Actually Read Them

All of it. Every clause.

I know — nobody does that. I used to be nobody. But nearly 30 years in technology and two companies before this one have a way of turning “probably fine” into “let me just check real quick.”

Good thing I did.

The agreement had four seriously problematic clauses, but one was so breathtakingly aggressive that I had to re-read it twice just to appreciate the audacity. The IP assignment clause required me to assign to the Client any invention I conceived during the project. Not built for them. Not developed with their resources or on their time. Conceived. As in, a thought I had. On a Tuesday. Potentially in the shower. While also being on a forty-five minute call about food distribution.

I’m building a platform right now. Have been for over a year. Hard pass.

I sent a polite decline, named the IP clause as the dealbreaker, and noted — diplomatically — that it wasn’t the only issue. Perpetual confidentiality with no expiration. An indemnification clause that somehow roped in Ridgetop’s own negligence. A payment dispute process where Ridgetop is simultaneously the defendant, the judge, and the jury.

His entire response: “Hi Randy, thanks for looking them over. No worries at all!”

One sentence. Eleven words. Which tells me one of two things: either this happens so often they have a canned reply ready, or he didn’t read my email any more carefully than most people read their contracts.

Why This Is Actually a Win

Here’s the thing — I’m not salty about it. I’m energized by it.

The version of me from fifteen years ago signs that agreement without blinking. He’s stoked about the $600 an hour. He figures it’s boilerplate. He figures nobody actually enforces this stuff. He has not yet personally witnessed what happens when someone with a legal team and a vested financial interest decides to enforce “this stuff.”

That guy learned some things. I’m him, but with receipts.

The third company is different because I finally know which corners not to cut. Reading the contract is one of the cheap ones — twenty minutes, zero dollars, and the worst case is that you just learned something about who you’re dealing with.

In this case I learned plenty.

The Cheat Sheet

If an expert network reaches out and the pay sounds good, great — just read the agreement first. And if reading dense legal language sounds painful, paste the whole thing into Claude and ask it to flag anything unusual. Takes sixty seconds and you’ll get a plain-English breakdown of every clause worth worrying about. That’s exactly what I did, and it’s what surfaced all four of these.

Here’s what to flag:

• IP assignment scope — Work product you produce for the client is fair game. Anything you conceived during the project period is not. That word — conceived — is doing a lot of heavy lifting and none of it is for you.
• Confidentiality duration — Two to three years is standard for non-trade-secret information. No expiration date is not a minor oversight.
• Indemnification reach — Your negligence, sure. Their negligence in selecting or retaining you? That one’s a gift they’re asking you to give them.
• Dispute resolution — Arbitration in New York is fine. One party holding sole discretion over whether you get paid is not arbitration. That’s just losing with extra steps.

Not legal advice. I’m a technologist. But I’ve seen enough to know what a bad deal looks like before I sign it.

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The $600 an hour would have been nice. Keeping the rights to my own ideas is nicer.

— Randy