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Ask HN: If you work for us we own everything you come up with?
I am looking at a consulting contract with language that sounds like I'd be doing two things if signed:
1- Give away the rights to anything I come up with --even ideas, which I take to be stuff in my brain that I don't even talk about-- in the course of a limited time contract that isn't even that lucrative.
2- The mere act of using any of my own trade secrets or proprietary information automatically grants them a non-exclusive, royalty-free, fully paid,
irrevocable, perpetual, (...etc) license to the IP
In other words, for the "benefit" of taking on a short (about 5 months) contract with reasonable but not incredible pay I would risk giving away anything in my brain and anything I've created in the last 15 years of my career.
How do you guys deal with such contracts?
I there language I can present that is more benign for all involved?
Have you ever negotiated such changes? How does it go?
I understand that if these guys hire me to design something for them they need to own it. That makes sense. However, to extend that to owning my ideas, perhaps things I thought about but never put into the design and go beyond that. Frankly, not sure how to process this.
Then there's the part of owning any of my IP that I might put into the design. To me that means I could not use it for my next client. How would that work?
Just looking for some feedback on how to handle such things.
Thanks!
- aaronbrethorst 11y agoTwo options: 1) Go hire yourself a lawyer, and pay them to write language that would meet your criteria. Negotiate with the client to change the contract. 2) Find a better prospective client.
- duncan_bayne 11y agoGo ask a lawyer who specializes in this field, and (if possible in your jurisdiction) write it off against tax. This is for much the same reason you wouldn't come to HN with questions about a health problem, you'd go and consult a doctor :)
- fpgajoe 11y agoI figured I'd have to do that but I wanted to do some homework first. I'd love to read some language that is more benign to have an idea of what might be possible. Is this a situation you've personally dealt with? Can you point me to what might be considered a benign contract somewhere?
- duncan_bayne 11y agoYes, I've dealt with this very issue several times while working as a contractor. Usually, employers are just re-using a boilerplate contract. Several times we just agreed to scratch the offending terms, signed the amended copy, and moved on. Others were more involved; in one case I ended up working with HR and Legal to modify a contract that was drawn up years ago with authors in mind, and which applied poorly to software. In terms of pointers to a benign contract, I'm afraid I can't help. I presume they do exist though, as I know of several sites that sell boilerplate legal documents for re-use by small companies. Surely at least some of them must be good.
- jerf 11y agoI don't think we have enough information to give you actionable advice, even if we were lawyers. You're summarizing what is presumably a lot more text, which by definition you don't understand so we can't really trust your summary (no offense), so I don't think we have a great view of things. Speaking very generally, #2 may be less horrifying than you think. The idea there could be simply that if you bring something you've built before and owned, and use it in their solution, you don't get to come back later and claim that they don't own the thing you built before. There's nothing particularly wrong with that. Note all the hedging words in this paragraph; I'm more making a general point, I have no particular confidence it applies to you. #1 depends on all the details.
- fpgajoe 11y agoUnderstood. It's obvious a lawyer has to be a part of this if I decide to go forward. Thanks.