Employment Contract Interpretation - invention/creation
-
The clause above applies to an employment contract for a full time employee on salary.
Then from my understanding (this is how it was for me before i started contracting, then again your contractor may own the work you do outside of work too... so you'd have to look at your contract) However technically i'd say Its theirs. So if you think you have something, leave wait a while... and BOOM look at your great new product. I'm NOT a lawyer though, so really this is a question you should ask a qualified person with credentials.... THATS A MUST if you're serious.
-
I'd like some opinions about the following paragraph which appears in an employment contract I received recently. ======= Inventions and creations belong to the Company Any and all "Creations" (i.e. inventions, discoveries, improvements, or creations) which the Employee has conceived or made or may conceive or make during the period of employment in any way, directly or indirectly, connected with the Company (collectively "Creations"), shall be the sole and exclusive property of the Company. The Employee agrees that all copyrightable works created by the Employee or under the Company's direction in connection with the Company's business are "works made for hire" and shall be the sole and complete property of the Company and that any and all copyrights to such works shall belong to the Company. To the extent such works are not deemed to be "works made for hire," the Employee hereby assigns all proprietary rights, including copyright, in these works to the Company without further compensation. ======= Does this mean that if I start my own home business on the side, and build a website that conducts business in a totally unrelated field to that of my employer, they could still lay a claim to that business/website/invention?
Leftyfarrell wrote:
Any and all "Creations" (i.e. inventions, discoveries, improvements, or creations) which the Employee has conceived or made or may conceive or make during the period of employment in any way, directly or indirectly, connected with the Company (collectively "Creations"), shall be the sole and exclusive property of the Company.
Which is why I'm a consultant. If I create something on my time, it's mine, not the "Company's". And the rest is more of the same--we own you and what you do, think, and piss 24/7/365. You should ask them if any children conceived during the period of employment, directly or indirectly with a woman, is also the sole and exclusive property of the Company. You are performing an act of creation, after all. Maybe they'll pay for the diapers. Marc
-
Leftyfarrell wrote:
Does this mean that if I start my own home business on the side, and build a website that conducts business in a totally unrelated field to that of my employer, they could still lay a claim to that business/website/invention?
yes i'd ask if they'd waive that.
-
Then from my understanding (this is how it was for me before i started contracting, then again your contractor may own the work you do outside of work too... so you'd have to look at your contract) However technically i'd say Its theirs. So if you think you have something, leave wait a while... and BOOM look at your great new product. I'm NOT a lawyer though, so really this is a question you should ask a qualified person with credentials.... THATS A MUST if you're serious.
Thanks for your opinion. In this case, it is an employment contract for a position I am considering taking, but have not yet signed. I just wanted to gather some opinions on its meaning. I can understand the employer wanting to capitalize on inventions related to their business during my employment, but I obviously disagree with them owning an idea that is unrelated to their business and the work I do for them. If I signed this contract, wouldn't it give them a claim on Firefox or any other open source projects that I might work on in my spare time? That sounds unreasonable to me.
-
Leftyfarrell wrote:
Any and all "Creations" (i.e. inventions, discoveries, improvements, or creations) which the Employee has conceived or made or may conceive or make during the period of employment in any way, directly or indirectly, connected with the Company (collectively "Creations"), shall be the sole and exclusive property of the Company.
Which is why I'm a consultant. If I create something on my time, it's mine, not the "Company's". And the rest is more of the same--we own you and what you do, think, and piss 24/7/365. You should ask them if any children conceived during the period of employment, directly or indirectly with a woman, is also the sole and exclusive property of the Company. You are performing an act of creation, after all. Maybe they'll pay for the diapers. Marc
LOL... great response!
-
Thanks for your opinion. In this case, it is an employment contract for a position I am considering taking, but have not yet signed. I just wanted to gather some opinions on its meaning. I can understand the employer wanting to capitalize on inventions related to their business during my employment, but I obviously disagree with them owning an idea that is unrelated to their business and the work I do for them. If I signed this contract, wouldn't it give them a claim on Firefox or any other open source projects that I might work on in my spare time? That sounds unreasonable to me.
It looks like a standard IP contract anyone is going to make you sign. If you've already started the project you should be able to add it as an exception.
-
I'd like some opinions about the following paragraph which appears in an employment contract I received recently. ======= Inventions and creations belong to the Company Any and all "Creations" (i.e. inventions, discoveries, improvements, or creations) which the Employee has conceived or made or may conceive or make during the period of employment in any way, directly or indirectly, connected with the Company (collectively "Creations"), shall be the sole and exclusive property of the Company. The Employee agrees that all copyrightable works created by the Employee or under the Company's direction in connection with the Company's business are "works made for hire" and shall be the sole and complete property of the Company and that any and all copyrights to such works shall belong to the Company. To the extent such works are not deemed to be "works made for hire," the Employee hereby assigns all proprietary rights, including copyright, in these works to the Company without further compensation. ======= Does this mean that if I start my own home business on the side, and build a website that conducts business in a totally unrelated field to that of my employer, they could still lay a claim to that business/website/invention?
If it's unrelated to your current employment (
in any way, directly or indirectly, connected with the Company (collectively "Creations")oror under the Company's direction in connection with the Company's business) , I don't see a problem. BUT : IANAL
Maximilien Lincourt Your Head A Splode - Strong Bad
-
I'd like some opinions about the following paragraph which appears in an employment contract I received recently. ======= Inventions and creations belong to the Company Any and all "Creations" (i.e. inventions, discoveries, improvements, or creations) which the Employee has conceived or made or may conceive or make during the period of employment in any way, directly or indirectly, connected with the Company (collectively "Creations"), shall be the sole and exclusive property of the Company. The Employee agrees that all copyrightable works created by the Employee or under the Company's direction in connection with the Company's business are "works made for hire" and shall be the sole and complete property of the Company and that any and all copyrights to such works shall belong to the Company. To the extent such works are not deemed to be "works made for hire," the Employee hereby assigns all proprietary rights, including copyright, in these works to the Company without further compensation. ======= Does this mean that if I start my own home business on the side, and build a website that conducts business in a totally unrelated field to that of my employer, they could still lay a claim to that business/website/invention?
You'll have to ask a lawyer but my reading is that they actually worded that pretty generously and are strictly limiting it to anything that pertains to the company's own business. The key phrase being "..., connected with the Company..."
"I don't want more choice. I just want better things!" - Edina Monsoon
-
I'd like some opinions about the following paragraph which appears in an employment contract I received recently. ======= Inventions and creations belong to the Company Any and all "Creations" (i.e. inventions, discoveries, improvements, or creations) which the Employee has conceived or made or may conceive or make during the period of employment in any way, directly or indirectly, connected with the Company (collectively "Creations"), shall be the sole and exclusive property of the Company. The Employee agrees that all copyrightable works created by the Employee or under the Company's direction in connection with the Company's business are "works made for hire" and shall be the sole and complete property of the Company and that any and all copyrights to such works shall belong to the Company. To the extent such works are not deemed to be "works made for hire," the Employee hereby assigns all proprietary rights, including copyright, in these works to the Company without further compensation. ======= Does this mean that if I start my own home business on the side, and build a website that conducts business in a totally unrelated field to that of my employer, they could still lay a claim to that business/website/invention?
Disclaimer: I'm not a lawyer. Get advice on this. This is a standard clause to ensure you don't turn around and sue the company and say to them "you owe me a billion dollars because you're using an idea I had and I haven't given you permission". The key words here are:
Leftyfarrell wrote:
in any way, directly or indirectly, connected with the Company
so if you create a company that is not directly or indirectly connected with the Company then this clause does not seem to apply. However, if you do something that is related to company business then you should not be working for the company because you are, in effect, their competition.
cheers, Chris Maunder
CodeProject.com : C++ MVP
-
Leftyfarrell wrote:
Any and all "Creations" (i.e. inventions, discoveries, improvements, or creations) which the Employee has conceived or made or may conceive or make during the period of employment in any way, directly or indirectly, connected with the Company (collectively "Creations"), shall be the sole and exclusive property of the Company.
Which is why I'm a consultant. If I create something on my time, it's mine, not the "Company's". And the rest is more of the same--we own you and what you do, think, and piss 24/7/365. You should ask them if any children conceived during the period of employment, directly or indirectly with a woman, is also the sole and exclusive property of the Company. You are performing an act of creation, after all. Maybe they'll pay for the diapers. Marc
Screw the diapers, what about private school?!?! :)
:..::. Douglas H. Troy ::..
Bad Astronomy |VCF|wxWidgets|WTL -
Leftyfarrell wrote:
Any and all "Creations" (i.e. inventions, discoveries, improvements, or creations) which the Employee has conceived or made or may conceive or make during the period of employment in any way, directly or indirectly, connected with the Company (collectively "Creations"), shall be the sole and exclusive property of the Company.
Which is why I'm a consultant. If I create something on my time, it's mine, not the "Company's". And the rest is more of the same--we own you and what you do, think, and piss 24/7/365. You should ask them if any children conceived during the period of employment, directly or indirectly with a woman, is also the sole and exclusive property of the Company. You are performing an act of creation, after all. Maybe they'll pay for the diapers. Marc
Marc Clifton wrote:
directly or indirectly with a woman
Just with a woman? So my spate of beastiality, and siring a small litter of dogs would fall outside of this?
"More functions should disregard input values and just return 12. It would make life easier." - comment posted on WTF
"I haven't spoken to my wife now for 48 hours. I don't like to interrupt her.
-
I'd like some opinions about the following paragraph which appears in an employment contract I received recently. ======= Inventions and creations belong to the Company Any and all "Creations" (i.e. inventions, discoveries, improvements, or creations) which the Employee has conceived or made or may conceive or make during the period of employment in any way, directly or indirectly, connected with the Company (collectively "Creations"), shall be the sole and exclusive property of the Company. The Employee agrees that all copyrightable works created by the Employee or under the Company's direction in connection with the Company's business are "works made for hire" and shall be the sole and complete property of the Company and that any and all copyrights to such works shall belong to the Company. To the extent such works are not deemed to be "works made for hire," the Employee hereby assigns all proprietary rights, including copyright, in these works to the Company without further compensation. ======= Does this mean that if I start my own home business on the side, and build a website that conducts business in a totally unrelated field to that of my employer, they could still lay a claim to that business/website/invention?
That's pretty standard language, as Chris said. In California, employment agreements have an addendum explicitly spelling out "whatever you do on your own time is yours" - the key there is on your own time. If you use the company's equipment, they might legally have a claim to it.
--Mike-- Visual C++ MVP :cool: LINKS~! Ericahist | PimpFish | CP SearchBar v3.0 | C++ Forum FAQ Hungarian notation FTW
-
Marc Clifton wrote:
directly or indirectly with a woman
Just with a woman? So my spate of beastiality, and siring a small litter of dogs would fall outside of this?
"More functions should disregard input values and just return 12. It would make life easier." - comment posted on WTF
"I haven't spoken to my wife now for 48 hours. I don't like to interrupt her.
Malcolm Smart wrote:
Just with a woman? So my spate of beastiality, and siring a small litter of dogs would fall outside of this?
That probably isn't something you really want to admit to. However, I remember my dad telling me about his first arrest (he's now a retired police officer and this was back in the 60s) was when he caught someone interfering* with a sheep. Apparently the sheep was caught by surprise and evacuated its bowels into the man's trousers which were, by this point, around his ankles. * Some people will take offence at the word I want to use, but it is technically the correct term and not a form of cursing as far as I'm concerned, but this is in the lounge so I'll hold my tounge (or keyboard in this case)
Upcoming FREE developer events: * Glasgow: Agile in the Enterprise Vs. ISVs, Mock Objects, SQL Server CLR Integration, Reporting Services, db4o, Dependency Injection with Spring ... * Reading: SQL Bits My website
-
I'd like some opinions about the following paragraph which appears in an employment contract I received recently. ======= Inventions and creations belong to the Company Any and all "Creations" (i.e. inventions, discoveries, improvements, or creations) which the Employee has conceived or made or may conceive or make during the period of employment in any way, directly or indirectly, connected with the Company (collectively "Creations"), shall be the sole and exclusive property of the Company. The Employee agrees that all copyrightable works created by the Employee or under the Company's direction in connection with the Company's business are "works made for hire" and shall be the sole and complete property of the Company and that any and all copyrights to such works shall belong to the Company. To the extent such works are not deemed to be "works made for hire," the Employee hereby assigns all proprietary rights, including copyright, in these works to the Company without further compensation. ======= Does this mean that if I start my own home business on the side, and build a website that conducts business in a totally unrelated field to that of my employer, they could still lay a claim to that business/website/invention?
I am not a lawyer but have had to cope with similar situations. This sounds like a fairly standard employment clause. If you create something that is related to their business in any way, and if it turns out to be valuable, they may want it and would have some sort of claim on it. What you do depends on whether you have much leverage with your employer. The safest approach is to approach your employer for a written exemption for what you are planning - obtaining this often depends on how you approach it. You can often present it as a win-win situation, e.g. "I am going to spend spare time developing technologies for xxx but they will also enable me to improve what I do here", also it may be appropriate to offer them free use of the technology in some way. Point out that you are only prepared to do this if they give you an exemption. Alternatively, make sure that you leave the job while the technology is incomplete and so not worth very much. It can be very hard for them to say that you didn't develop most of it in the few months between leaving them and launching the product.
Peter "Until the invention of the computer, the machine gun was the device that enabled humans to make the most mistakes in the smallest amount of time."
-
I'd like some opinions about the following paragraph which appears in an employment contract I received recently. ======= Inventions and creations belong to the Company Any and all "Creations" (i.e. inventions, discoveries, improvements, or creations) which the Employee has conceived or made or may conceive or make during the period of employment in any way, directly or indirectly, connected with the Company (collectively "Creations"), shall be the sole and exclusive property of the Company. The Employee agrees that all copyrightable works created by the Employee or under the Company's direction in connection with the Company's business are "works made for hire" and shall be the sole and complete property of the Company and that any and all copyrights to such works shall belong to the Company. To the extent such works are not deemed to be "works made for hire," the Employee hereby assigns all proprietary rights, including copyright, in these works to the Company without further compensation. ======= Does this mean that if I start my own home business on the side, and build a website that conducts business in a totally unrelated field to that of my employer, they could still lay a claim to that business/website/invention?
Leftyfarrell wrote:
has conceived or made or may conceive or make
Any ideas the employee has while under that contract, even if he/she doesn't act on them until after leaving, the company could claim ownership of. So don't date your ideas, should you have to note any.
Leftyfarrell wrote:
directly or indirectly, connected with the Company
What does indirectly mean? I guess even an obscure connection.
-
I am not a lawyer but have had to cope with similar situations. This sounds like a fairly standard employment clause. If you create something that is related to their business in any way, and if it turns out to be valuable, they may want it and would have some sort of claim on it. What you do depends on whether you have much leverage with your employer. The safest approach is to approach your employer for a written exemption for what you are planning - obtaining this often depends on how you approach it. You can often present it as a win-win situation, e.g. "I am going to spend spare time developing technologies for xxx but they will also enable me to improve what I do here", also it may be appropriate to offer them free use of the technology in some way. Point out that you are only prepared to do this if they give you an exemption. Alternatively, make sure that you leave the job while the technology is incomplete and so not worth very much. It can be very hard for them to say that you didn't develop most of it in the few months between leaving them and launching the product.
Peter "Until the invention of the computer, the machine gun was the device that enabled humans to make the most mistakes in the smallest amount of time."
-
I'd like some opinions about the following paragraph which appears in an employment contract I received recently. ======= Inventions and creations belong to the Company Any and all "Creations" (i.e. inventions, discoveries, improvements, or creations) which the Employee has conceived or made or may conceive or make during the period of employment in any way, directly or indirectly, connected with the Company (collectively "Creations"), shall be the sole and exclusive property of the Company. The Employee agrees that all copyrightable works created by the Employee or under the Company's direction in connection with the Company's business are "works made for hire" and shall be the sole and complete property of the Company and that any and all copyrights to such works shall belong to the Company. To the extent such works are not deemed to be "works made for hire," the Employee hereby assigns all proprietary rights, including copyright, in these works to the Company without further compensation. ======= Does this mean that if I start my own home business on the side, and build a website that conducts business in a totally unrelated field to that of my employer, they could still lay a claim to that business/website/invention?
I think the kicker is the phrase "directly or indirectly, connected with the Company". If your invention isn't connected with the company, you should be good. That being said, pay special heed to any non-compete and moonlighting clauses in your contract. Most fulltime contracts require that you don't hold a second job. /ravi
This is your brain on Celcius Home | Music | Articles | Freeware | Trips ravib(at)ravib(dot)com
-
I'd like some opinions about the following paragraph which appears in an employment contract I received recently. ======= Inventions and creations belong to the Company Any and all "Creations" (i.e. inventions, discoveries, improvements, or creations) which the Employee has conceived or made or may conceive or make during the period of employment in any way, directly or indirectly, connected with the Company (collectively "Creations"), shall be the sole and exclusive property of the Company. The Employee agrees that all copyrightable works created by the Employee or under the Company's direction in connection with the Company's business are "works made for hire" and shall be the sole and complete property of the Company and that any and all copyrights to such works shall belong to the Company. To the extent such works are not deemed to be "works made for hire," the Employee hereby assigns all proprietary rights, including copyright, in these works to the Company without further compensation. ======= Does this mean that if I start my own home business on the side, and build a website that conducts business in a totally unrelated field to that of my employer, they could still lay a claim to that business/website/invention?
As others have said this is standard. I would just remind you that, like any contract negotiation, this is their offer. There is nothing wrong with you modifying it (spell out limits of 'indirectly') and presenting it as a counter offer. At the very least voice your concerns and have them clear up any language you consider too vague or unclear.
...cmk Save the whales - collect the whole set
-
Leftyfarrell wrote:
Does this mean that if I start my own home business on the side, and build a website that conducts business in a totally unrelated field to that of my employer, they could still lay a claim to that business/website/invention?
yes i'd ask if they'd waive that.
Chris Losinger wrote:
Leftyfarrell wrote: Does this mean that if I start my own home business on the side, and build a website that conducts business in a totally unrelated field to that of my employer, they could still lay a claim to that business/website/invention? yes i'd ask if they'd waive that.
No. The contract clearly states two key points: 1) That the works the company intends to own are those created "during the period of employment". This can be translated to the contracted times of employment (i.e. 9-5) so long as the work does not fall into the conditions of the second point... 2) The creations in question are only those based on work done that is "in any way, directly or indirectly, connected with the Company", "or under the Company's direction in connection with the Company's business". In other words, if you want to work out of hours on something that is (or could be considered to be) in any way loosely related to the company, then it is theirs. Otherwise it is yours, unless it falls under the period stated in point 1. So, no, if you want to make and run a website on the side (i.e. out of hours) that has nothing to do with the business, your employer does not own it. They may feel they could lay claim, but it would be easily defended under normal US and/or UK copyright law. JR
-
Chris Losinger wrote:
Leftyfarrell wrote: Does this mean that if I start my own home business on the side, and build a website that conducts business in a totally unrelated field to that of my employer, they could still lay a claim to that business/website/invention? yes i'd ask if they'd waive that.
No. The contract clearly states two key points: 1) That the works the company intends to own are those created "during the period of employment". This can be translated to the contracted times of employment (i.e. 9-5) so long as the work does not fall into the conditions of the second point... 2) The creations in question are only those based on work done that is "in any way, directly or indirectly, connected with the Company", "or under the Company's direction in connection with the Company's business". In other words, if you want to work out of hours on something that is (or could be considered to be) in any way loosely related to the company, then it is theirs. Otherwise it is yours, unless it falls under the period stated in point 1. So, no, if you want to make and run a website on the side (i.e. out of hours) that has nothing to do with the business, your employer does not own it. They may feel they could lay claim, but it would be easily defended under normal US and/or UK copyright law. JR
If his web business is functional during his hours then they can make a claim. Also, most employers can usually afford bigger legal fees than an individual. As an anecdote, a colleague of mine wrote a full helpdesk system whilst working for our company. He took legal advice on intellectual rights of the product (should he actually write it!) and was told that the company could make a claim against him. His wife had opted to stay at home to look after their young boys, but had been a developer. She took a short evening class in C++, bought a PC and the minimum of software and, voila, she "developed" the new product at home.;) He now employs 10 people in his successful business.