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?
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You mean you are starting a business without the advice of a lawyer? (do you have an accountant ? or at least one you can consult with?) just my 2Cents.. but I have been burned on just such a clause and lawyer would have made me millions...
wahoo
No, I'm not starting a business. I'm just looking to be informed about what I'm signing and what the implications could be if I did work on anything on my own.
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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. 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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Mark Wallace wrote:
You can contest it, especially if you use a different programming language at home, but the least they will get is partial intellectual copyright.
A different programming language would have absolutely no bearing on it.
jschell wrote:
A different programming language would have absolutely no bearing on it.
If you have received training in the language from the company, they've got you by the short & curlies. If your home program follows the same coding standards that you have been trained to use at work, they own your first-born. Also, it is relatively easy to claim intellectual copyright over code in a non-business-related, home program that is written in the same language that an employee uses at work, because people tend to build and use portable libraries/objects, and/or reproduce objects/methods/functions almost precisely the same as those they are accustomed to using/accessing. But try proving that your copyrighted VB code has been heinously stolen by an employee and converted to Perl.
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jschell wrote:
A different programming language would have absolutely no bearing on it.
If you have received training in the language from the company, they've got you by the short & curlies. If your home program follows the same coding standards that you have been trained to use at work, they own your first-born. Also, it is relatively easy to claim intellectual copyright over code in a non-business-related, home program that is written in the same language that an employee uses at work, because people tend to build and use portable libraries/objects, and/or reproduce objects/methods/functions almost precisely the same as those they are accustomed to using/accessing. But try proving that your copyrighted VB code has been heinously stolen by an employee and converted to Perl.
Mark Wallace wrote:
If you have received training in the language from the company, they've got you by the short & curlies. If your home program follows the same coding standards that you have been trained to use at work, they own your first-born. Also, it is relatively easy to claim intellectual copyright over code in a non-business-related, home program that is written in the same language that an employee uses at work, because people tend to build and use portable libraries/objects, and/or reproduce objects/methods/functions almost precisely the same as those they are accustomed to using/accessing. But try proving that your copyrighted VB code has been heinously stolen by an employee and converted to Perl.
Again that has nothing at all to do with it in the US. In a work for hire situation the company owns any work you produce regardless of the language it is written in. And depending on the situation and contractual terms they will own any work that your produce even in your own time regardless of the language. In a non-work for hire situation or where contractual agreements have be specifically laid out exceptions there any work that you produce is either specifically owned by your or not own by you. Again regardless of what language it is written in. If you work for a company and you clone their product in your own time, the choice of language will have no bearing in a court case as to whether you are liable for damages. If you work for a company and you create a new product in your own time, the choice of language will have no bearing in a court case as to whether you own the work or not. What does matter is the contractual relationship in which the employement status is significant. At no time will any competent software lawyer on either side attempt to show any differentiation of programming language. What is differentiated is the intellectual property represented by the work.
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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 had a similar clause in my contract for a company a worked a couple years ago, I had it removed, and they accepted it. It doesn't mean that il will be true for everyone but it worked for me.
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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"
I just want to echo and affirm what Anna said. I have been in this position myself several times and I always: 1) strike out the objectionable clause 2) initial it 3) keep a copy Then if asked ("negotiations"), I tell them that I cannot sign it because I am already in violation of it. This is a very strong position and usually they will grant me the exception at this point. If not, we can usually reach a comprimise where I provide them with a written list all of my outside activities that we will pre-agree is "not in any way, directly or indirectly part of my work for the Company." Also, that I will provide them with an updated list if it should change. (do this by certified letter). This has always proved sufficient for me and my employers. -- RBarryYoung
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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 don't know very well the Laws, but I think that if you create a businness "in a totally unrelated field" you won't be sued. But you should be warned that if you use any mean (phone, computer, xerox, fax, e-mail etc ...) provided by your company for your personnal use (private or for your business) you may be fired. If you use the contact that you have with a person (that person being employed in the same company than you or not) in your daily work for your own business, it could be risky too. If you separate well your work "at work" and your business "at home" I don't see on what basis they could sue you (unless you work all night for your business and you sleep at work).