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Ask HN: Starting new job - advice on IP/outside business
I graduated college in May and accepted a position at a consulting firm in the Baltimore/DC area. I am in the process of completing/reading several forms before I begin work in mid July and I have some questions regarding a web site that I have been working on called Napkin Board (www.napkinboard.com) while I was still in college. The website provides an Amazon.com-style rating system that allows students to provide feedback on their dining hall meals. Napkin Board has the potential to generate revenue and could be seen as an outside business, but is currently just a website that I work on and is not a company. I would like to be sure that I will be free to continue developing it during my free time and turn it into a company at a time of my choosing.
Two main questions:
1) Proprietary Information and Intellectual Property form states:
5. I hereby assign to Company X all right, title, and interest in any developments, designs, patents, inventions, improvements, writings and other works of authorship, trade secrets, artwork, ideas, know-how, drawings, specifications, models, trademarks, copyrightable material, software (e.g., source code, object code, algorithms, flow charts and design documents), and Proprietary Information (“Company X Developments”) that I made, developed, or conceived, or I may make, develop, or conceive, during the term of my employment, whether or not made or prepared in the course of my employment with Company X:
- With the use of the time, materials, equipment, information, or facilities of Company X; or
- That relate, at the time of conception or reduction to practice, to any Company X product, service, activity, trade secret, actual or demonstrably anticipated research or development, business method, or other methodology; or
- That are suggested by or resulting from any work performed by me or others for Company X
I understand that the terms of this paragraph 5 apply to Company X Developments that are made, developed, or conceived solely or jointly with others, on or off Company X's premises, and during or outside regular working hours. I shall promptly disclose to Company X any such Company X Developments during the period of my employment with Company X and for a period of six (6) months thereafter. Notwithstanding the above, I understand that the invention assignment provision of this paragraph does not apply to an invention that qualifies fully under the provisions of Section 2870 of the California Labor Code or under other similar state law provisions.
6. Attachment A lists items of intellectual property (e.g., trademarks, designs, patents, patent applications, writings, copyrights) that I own or control and that I made or conceived before the date of my first employment with Company X
I do not expect this site to interfere in any way with my work at the new firm, but I would like to follow the appropriate steps to list the site and all of its associated material in Attachment A. How in-depth should I go when explaining the site and its associated materials (ie, the associated Android app, blog, etc)? Is this something you think I could complete on my own? Is my thought of contacting a lawyer just crazy, paranoid over-kill?
2) The Code of Ethics for the new firm has a section addressing secondary employment and states that:
Company X employees may not undertake secondary (non-Compnay X) employment in any capacity, including as an employee, consultant, owner, or independent contractor, with any organization, nor operate any business or professional venture, unless he or she receives advance approval in writing from his or her Officer
Is this something that I should ask the firm to help me resolve/understand before I submit my paperwork?
- brk 16y agoIs this something that I should ask the firm to help me resolve/understand before I submit my paperwork? Yes. Most of the time these sorts of things are just boilerplate CYA garbage. I highly doubt they want your dining hall ratings website. I don't doubt however that they want to ensure that you are primarily committed to their business interests above your own. If they stick on these terms, you'll probably also find that it's a shitty place to work and will be little fun, and offer little rewards as well. You should bring this up with them, and likely spin it that this site is a low-effort sort of hobby of yours, and is a good platform to enable you to stay sharp on new technologies and put different things into play in a live environment. They should understand that in the long run it is to everyone's benefit that you have this little self-learning side project/hobby thing going on. IANAL, but I'm pretty sure their "Code of ethics" blurb is basically unenforceable and pointless.
- conorgil145 16y agogood point on the site allowing me to stay sharp on new technologies. The site was/is used to teach myself Ruby on Rails, which they were pleased that I already knew. I will definitely point out the benefit when I talk to them about it.
- Aaronontheweb 16y agoYou should definitely get this stuff sorted out before you sign anything. As one other commenter pointed out, much of this is CYA garbage to ensure that you aren't using company resources to support your own extracurricular activities. As long as your company time is spent in accordance with the company's wishes, I don't think they're going to take issue with you. By the way, is this at-will employment or contracted employment?
- conorgil145 16y agoI don't think they will have a problem with my irrelevant side project either, but I like to cover all of my bases like you said. I am a full-time salaried employee (not contract-based) and I am free to quit at any time/they can fire me at any time. So I guess that is at-will, right?