Employment Contract Interpretation - invention/creation
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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
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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
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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
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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.
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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
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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
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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."
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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.
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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."
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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
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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
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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
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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.
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Would you not say that if you approach the company with the idea then you have already "conceived" it while employed by the company and therefore it is their property. At least thats the way I see it... Cheers, David
You should certainly consider this, ideas you have whilst employed under this contract would be owned by the employer. Sometimes it is best to forget them and have them again later. In this case the OP hasn't signed the contract yet, so he doesn't have this problem.
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."
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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.
sirius-black wrote:
If his web business is functional during his hours then they can make a claim.
That's true, but only if his "declared" hours of work as an employee of his web business conflicts with his contracted hours.
sirius-black wrote:
Also, most employers can usually afford bigger legal fees than an individual.
Also, absolutely true, however I recently received a link to a great recourse (from guess who!) http://www.codeproject.com/News.aspx?id=3890[^] Free legal advice is often all you need to scare off a "big" company who are just chancing their arm on a dodgy case. There are actually many lawyers (good ones too) who will take a blatant case of copyright infringement on pro-bono. The idea that it is not worth taking on mr big and faceless because he has deeper pockets and better lawyers is no longer a serious factor. The fact of the matter is the contract is a standard one, often seen in modern technological companies. If you feel you can or should renegotiate the clause, then by all means do so, but it is there for a reason as far as the company is concerned and I highly doubt it would be anything but a deal breaker to remove it.
sirius-black wrote:
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.
Nice one, but what happens if they get divorced? :laugh: JR -- modified at 7:00 Wednesday 15th August, 2007
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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:
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. You can contest it, especially if you use a different programming language at home, but the least they will get is partial intellectual copyright. Point out to them that you do other work at home, that is not connected to your job, and ask them to modify the clause to include only work related to their business. That will put them in the position of having to contest the clause (which they probably will, if it makes money), by, for example, showing that ideas you had whilst at work improved the design of your home project. If they refuse to modify the contract, then don't work for them. If they treat their employees badly in this way, they will also be treating them badly in other ways.
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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
JR Ryan wrote:
"in any way, directly or indirectly, connected with the Company",
"in any way, directly or indirectly" - notice how bright and sharp the line is! :laugh: a Company that wanted your product wouldn't have to try too hard to find a way to say it's "in some way, indirectly" related to their business. best to just not have that clause to deal with.
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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.
This is pretty usual "we own you" rubbish. I'd sign it, but strike out that clause and initial the change while doing so. If they object, start negotiating. If not, you're in - but remember to keep a copy of the original in a safe place in case a dispute arises in future.
Anna :rose: Linting the day away :cool: Anna's Place | Tears and Laughter "If mushy peas are the food of the devil, the stotty cake is the frisbee of God"
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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?
Hi, If you are uncertain, have an attorney look at it. Remember: Law and logic are not the same. For example, does "period of employment" mean 9AM to 5PM, or does it mean the period during which you are employed with the company, for example January 1, 2007 to December 31, 2007. My guess is that it is the latter. Also, in law, commas a VERY important. Consider the following clause: "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..." Now consider this verion that I made up: "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..." Notice the comma after conceived in the version I made up. This simple comma gives them rights to anything you created, even before your time with the company. Only a lawyer can tell you for certain what this contract means. Don't fall for the "standard contract" line. Also interpretations of contracts change across jurisdictions. This means that intellectual property contracts are enforced by courts in different ways in different states. Never "just sign". Some of these contracts are pretty bad. After 1 month of negotiations I turned down an excellent job with a firm because of their bad contract. Left as they wanted, they would own everything I ever worked on, or would ever work on. Additionally, their complex legal wording barred me from working for any company on the planet Earth for one year following employment with them (any client, perspective client, blah blah). Hope this helps... SomeGuySomewhere