3 ms·

Refusing to sign a contract because of this clause means you are perhaps a closeted free software advocate (and good for you!) or do not really desire a long-te

by Spoom 9y ago

Refusing to sign a contract because of this clause means you are perhaps a closeted free software advocate (and good for you!) or do not really desire a long-term career in this (arguably exploitative) industry. I have to disagree. I've had a long career in software development and I've never seen a clause this broad. If the clause was restricted to the term of employment, that would be one thing, but insisting that they own your brain beyond the time that they're even paying you is too overreaching to even consider.

zekevermillion 9y ago
That's not what the language says. The employer claims ownership of inventions conceived during your employment and requires you to disclose them for a period of time after your employment. For example, if there's an invention -- say you worked on LIDAR for self-driving cars -- and you were part of a team during your employment. Your employment ends, then you 6 months later file your own patent for a part of that technology. This language makes it so that the employer has a contract claim even though the patent application wasn't until after your employment ended. Conversely, it also protects the former employer from infringement claims arising from your post-employment patent that is allegedly based on their stolen secrets. As an appeal to authority, take the Confidentiality and IP Assignment Agreement generated by Goodwin Procter's Founders Workbench. It contains a much more exhaustive (and better) definition of assigned rights, and the obligation to disclose them survives indefinitely. It also is rather more nuanced, so it might not be readily apparent that it in fact is a much stronger assignment clause than the one criticized by the OC.
- Spoom 9y ago
  Doesn't that make part of the agreement a tautology, though? "I will promptly communicate to the Company ... during my period of employment, and I agree that any such invention ... shall be presumed to have been made during my period of employment..." Wouldn't a simple assignment clause during the employment term be both clearer and provide the same rights?
  - zekevermillion 9y ago
    Belt and suspenders. There should be an assignment clause -- if not, the agreement is totally defective! The assignment clause is of course the key part. But there are also further assurances, that make it easier for the company to "protect its rights" as it were. It's about risk shifting. If there's a dispute, how hard does the company vs the employee have to work to make out a claim and prove damages. The rationale for company-favorable clauses is that the company has more to protect, and has the same relationship with every employee -- thus an accumulation of risks. I personally have decided I no longer view proprietary software as an ethical business model, and I would never agree to assign my rights to such a company under most circumstances. But that is a personal decision that also makes me unemployable, ahah.

by Spoom 9y ago

zekevermillion 9y ago

That's not what the language says. The employer claims ownership of inventions conceived during your employment and requires you to disclose them for a period of time after your employment. For example, if there's an invention -- say you worked on LIDAR for self-driving cars -- and you were part of a team during your employment. Your employment ends, then you 6 months later file your own patent for a part of that technology. This language makes it so that the employer has a contract claim even though the patent application wasn't until after your employment ended. Conversely, it also protects the former employer from infringement claims arising from your post-employment patent that is allegedly based on their stolen secrets. As an appeal to authority, take the Confidentiality and IP Assignment Agreement generated by Goodwin Procter's Founders Workbench. It contains a much more exhaustive (and better) definition of assigned rights, and the obligation to disclose them survives indefinitely. It also is rather more nuanced, so it might not be readily apparent that it in fact is a much stronger assignment clause than the one criticized by the OC.

Spoom 9y ago
Doesn't that make part of the agreement a tautology, though? "I will promptly communicate to the Company ... during my period of employment, and I agree that any such invention ... shall be presumed to have been made during my period of employment..." Wouldn't a simple assignment clause during the employment term be both clearer and provide the same rights?
- zekevermillion 9y ago
  Belt and suspenders. There should be an assignment clause -- if not, the agreement is totally defective! The assignment clause is of course the key part. But there are also further assurances, that make it easier for the company to "protect its rights" as it were. It's about risk shifting. If there's a dispute, how hard does the company vs the employee have to work to make out a claim and prove damages. The rationale for company-favorable clauses is that the company has more to protect, and has the same relationship with every employee -- thus an accumulation of risks. I personally have decided I no longer view proprietary software as an ethical business model, and I would never agree to assign my rights to such a company under most circumstances. But that is a personal decision that also makes me unemployable, ahah.