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A bunch of these tech companies have ip clauses in employment agreements about employees transferring all ip they create to the company, including off hours. It

A bunch of these tech companies have ip clauses in employment agreements about employees transferring all ip they create to the company, including off hours. It’s probably what they are referring to. I’m not sure why people sign these things though...

ithkuil 5y ago
Probably because everybody else signs them, or they assume they do
MattIPv4 5y ago
Yeah, I imagine there is something contractual at play, or at least more to the situation than is being reported, but this wording just really irks me.
ystad 5y ago
Google has a similar clause too. They own all IP including your personal projects. https://www.businessinsider.com/former-googlers-google-ip-open-source-policy-iarc-2020-1 https://www.businessinsider.com/former-googlers-google-ip-op...
- dvfjsdhgfv 5y ago
  I understand it's legal but I was always wondering how this could be morally acceptable and why developers don't lobby against this. I understand the view of the employer: if you work on a project A at work, and on a n open-source project B that is direct competition to project A, you might be acting against the interests of the company. So to save everybody's time, they claim the right to everything and it's done. However, this is hurting you as developer when you work on unrelated projects. Your work for the community is impeded (e.g. in the case of Google you need to go through a lot of bureaucracy) or completely impossible. In theory you can write some code for yourself, but what motivation do you have, knowing that your employer will be its owner anyway? You will have less motivation to explore new areas of interest for the same reason. It's terrible for personal development.
  - alexchamberlain 5y ago
    IANAL, but as I understand it, it's not legal in the UK, EU or California (but it doesn't take much for a company to be able to claim the IP - using a company laptop or a company subscription to a journal, for example, would easily push it over the edge)
- cmrdporcupine 5y ago
  It's true but they also have a reasonable set of processes for open sourcing things. I have been through various forms of it a few times and never had problems getting permission. I can understand both points of view, but I imagine from Google's standpoint: they do an incredibly large number of things, "working hours" are often a pretty nebulous concept in the world of software development, and simple accidental leaks could lead to bad litigation situations or critical IP leakage.
  - duckfang 5y ago
    > It's true but they also have a reasonable set of processes for open sourcing things. So its "mother may I?" for the 'privilege' of working for such a shit company? For a company to claim ownership of everything I do when not working is called indentured servitude or slavery.
    - cmrdporcupine 5y ago
      I came to the conclusion early on that that is the nature of capitalist work generally, so pick your poison. I don't agree with the whole system, but also don't think this employer is worse than most others on that front. It's just formulated in a legal clause where other employers might just litigate later if they needed to. I get paid well, and have never had a problem -- or seen others have problems -- open sourcing things where it made sense; including things that I worked on at work during work hours such as abandoned/cancelled projects or things that made sense for the community to have access to. EDIT: also your tone sucks, this is HN not reddit.
    - mondoshawan 5y ago
      No, realistically, it is called exempt salary works for hire, and there are legal limits to it. No salaried job has "set hours". The limits you can work with are: working on your own equipment, non-working hours, working on it at home in an area not typically used for $dayjob, the subject of the work, and above all else your locality. These agreements are generally overreaches by the lawyers drafting them, depending on the nature of the job. Remember: no contract can limit rights granted to you under the law, every contract has limits, and you cannot be prevented from working, even if stated otherwise. Washington, for instance, has state laws against this kind of IP assignment. IANAL, so don't read into this too much, but I have consulted IP attorneys about this. If you're doing something like this, definitely consult -- the kind of work you do does matter. In this guy's case, it seems he does have a conflict of interest w.r.t. the work he does for IBM.
- JoeAltmaier 5y ago
  I thought California had a law - on your own time with your own tools, it belongs to you. Worked that way 20 years ago anyway.
  - ridgeguy 5y ago
    It does [1]. But I believe this can be overruled by mutual assent, i.e., by contract. [1] https://www.californialaborandemploymentlaw.net/2017/intellectual-property-ownership/ https://www.californialaborandemploymentlaw.net/2017/intelle...
    - marakv2 5y ago
      How the fuck did they carve that out. No one should ever be able to contract away a right. That's bullshit. One step of signing away a right is a direct slope to slavery.
- Aeolun 5y ago
  I do not think that’s actually enforceable though.
lamp987 5y ago
holy, thats insane. that shouldnt be legal.
- johannes1234321 5y ago
  If it weren't legal I could go and say "oh, I invented that algorithm in the morning in the shower, sorry company not yours" Creative work, software development isn't like factory work, where you switch off the assembly line and are done. The complicated part is to find the right balance. Company lawyers will by default be more protective over the company.
jeltz 5y ago
It is not obvious such contracts are legal without any form of compensation. E.g. some company have a clause where if you invent something in your free time they can choose to buy the invention from you at a fixed price determined by the contract, and that is legal. But it is not as clear that just getting all intellectual property without any extra compensation is legal. A contract need to be quid pro quo, and in addition to that local employment law can contain limitations.
- trutannus 5y ago
  > just getting all intellectual property without any extra compensation is legal Generally it's not legal. Under Canadian contract law at least you need to offer some compensation for a specific clause in the contract that involves transfer. That's also why you see stories like "she purchased the IP off Nortel for $1". Makes it harder to call foul later. Not a lawyer, but this is how it's been explained to me.
- fractionalhare 5y ago
  See also: one-time bonuses for developing patents and assigning them to your company.
- bradleyjg 5y ago
  As a matter of general Anglo-American contract law it’s true that a contract needs to have consideration (i.e. something for each side) but each clause in a contract doesn’t. So if you are being paid to work then that’s sufficient consideration for all the employment terms. There doesn’t need to be identified additional compensation for each requirement the employer imposes.
MattGaiser 5y ago
Pay me enough money/give me enough of a career boost and I can live with that. Plenty of people also do not contribute to open source anyway. The problem is how many people seem to be surprised by it after signing their contract.
dayre 5y ago
As a co-op student for IBM in the late 90's I had to sign something similar... Anything I worked on outside of work... And for x years after leaving the company belonged to them. Was an eye opener for sure.
- MattGaiser 5y ago
  > And for x years after leaving the company belonged to them This is the even more crazy part. They continue to own you after no longer paying you.
  - supportlocal4h 5y ago
    It's the same thing, really. They pay you for eight hours but continue to own you for the next 16 hours. They pay you for two years but continue to own you for the next two years after they no longer pay you.
    - Communitivity 5y ago
      Yes. I had one company try to get me to sign a non-compete that would have ensured I couldn't get a job in my field for two years unless I moved across the country. I countered that I would sign that, if and only if (a) I was paid a two-year salary equivalent bonus on hiring, and (b) my offer was tripled since they expected to own everything I created 24/7. They backed down from requiring the noncompete.
- duckfang 5y ago
  Lets be clear here. You were not held at gunpoint to sign this. The worst case is "dont work at IBM".
  - supportlocal4h 5y ago
    On the other hand, IBM owes you 6000+ hours of overtime per year. And a good chunk of that is double overtime, and probably triple overtime.
  - 5y ago
fractionalhare 5y ago
The legal perspective/doctrine here is that people who produce IP as a core part of their work are "always on." They're not paid for hourly labor, they're paid for an intellectual product which only loosely relates to hours worked. Note that I'm not necessarily endorsing that view, but stating what it is.
girvo 5y ago
In Australia I’ve had a lot of success negotiating that part of the contract out, or reducing its scope significantly. I’ve only ever had one contract where they really didn’t even want to discuss it let alone work with me on negotiating a satisfactory clause (I walked away from the offer instead)
- JohnBooty 5y ago
  Same for me, in the USA. Generally, most companies use boilerplate employment agreements provided by their lawyer/HR person/firm. The reaction I usually get is that employers are surprised to learn that clause was even in there, and had no problems removing it. Granted, these were small companies and not tech focused. There was really no conceivable overlap between my side projects and their line of business. MY ADVICE: Use a little human psychology here. Don't create conflict by refusing to sign it, or create work for them by asking them to amend the contract. Instead, amend the contract yourself. Draw a line through the offending clause. Sign the amended contract. Let them know about the amendment you made because you have side/hobby/opensource/whatever projects whose ownership you can't sign over to the company. Ask them to re-sign the amended contract. In other words, make the acceptance of your proposed changes the "path of least resistance"... know what I mean?
mrweasel 5y ago
One acceptable way I've seen this implemented is: Anything you create, that could be sort of work related belongs to your employer. The employer will be required to compensate you for the time you spends, if they want the whatever you built. There's a variation that says the employer has to buy it from you, and if they don't want the thing, then you can sell it to someone else, or give it away.
- Communitivity 5y ago
  This is a game for many multinational corporations though, because they work on so many things that almost anything could be construed as something relating to one of their product domains.
praptak 5y ago
> I’m not sure why people sign these things though... Two reasons actually: 1. Companies actually need those agreements because it's how copyright works [0]. 2. Capitalism - companies have leverage. [0] https://www.joelonsoftware.com/2016/12/09/developers-side-projects/ https://www.joelonsoftware.com/2016/12/09/developers-side-pr...
kuroguro 5y ago
The troll in me wonders - if forced in such an immoral agreement, would it be possible to create a slew of shady projects with the sole purpose of making the company deal with any fallout. Anything the company wouldn't want to be associated with basically. Then automate and repeat as a form of protest :)
- temikus 5y ago
  That’s the deal about those things - the company has all the power in this situation. Usually if the company finds out you’re doing something they really don’t want to be involved in they do one of the following: - Officially distance themselves from your project (some people actually abuse this to get free reign over a side project by weaving in pornography, gambling, etc.) - Tell you to cease and desist immediately or face repercussions. - Deem you a legal risk and fire you on the spot for code of conduct breach or just simply lay you off. (yes, severance is pennies compared to legal risk for some companies)
throwaway287391 5y ago
> I’m not sure why people sign these things though... The clauses are usually (in my experience anyway) restricted to things that are "related" in some way to your core work. I personally don't question the boundaries on this "related" and assume that anything that involves writing code belongs to my employer. This doesn't bother me because I rarely write code outside of work [0], and I suspect most people who are employed full-time to write software are the same. [0] Rare exceptions: solving silly puzzles when I get nerdsniped, and automating random things on my personal phone/laptop. If my employer finds out I'm doing either of those and would like to claim they own the IP for them, they can be my guest.
autarchprinceps 5y ago
It's standard in all IT contracts. You will not get a job otherwise. The point isn't that they take everything, but you'd have to run it by them for approval. You are not then not allowed to have e.g. a second job with a potential competitor or provide the same service as a freelancer as through your company. In this case, I assume IBM wants its employees contributions to be noted as open source support. They are a major contributor to Linux, in and off paid hours, they will not have a problem with one employee doing open source work, just want the PR.
- seba_dos1 5y ago
  > It's standard in all IT contracts. You will not get a job otherwise. US is not the whole world. In some of the other parts of the world this wouldn't even be legal.
cassianoleal 5y ago
Indeed. I have refused signing such contracts. One funny anecdote, I went through a relatively lengthy recruitment process for a company. The company, the role, the team, the tech, everything was interesting and enticing. We eventually agreed on compensation and the process moved on. I asked for a copy of the contract minutes before they had everything ready so I could read it without causing delays, which they complied. I pointed out a few minor details but this one was sticking out so I was pretty clear that I was bothered by that. After a few of their tentatives to explain why and convince me it was fine and that clause had never been enforced, and that my comments had reignited internal conversations about this, in one call I was told they were in advanced talks with legal to make the change. I told them I would be delighted to be in touch again when the clause was removed from my contract. They never called back. :)

ithkuil 5y ago

Probably because everybody else signs them, or they assume they do

MattIPv4 5y ago

Yeah, I imagine there is something contractual at play, or at least more to the situation than is being reported, but this wording just really irks me.

ystad 5y ago

Google has a similar clause too. They own all IP including your personal projects. https://www.businessinsider.com/former-googlers-google-ip-open-source-policy-iarc-2020-1 https://www.businessinsider.com/former-googlers-google-ip-op...

dvfjsdhgfv 5y ago
I understand it's legal but I was always wondering how this could be morally acceptable and why developers don't lobby against this. I understand the view of the employer: if you work on a project A at work, and on a n open-source project B that is direct competition to project A, you might be acting against the interests of the company. So to save everybody's time, they claim the right to everything and it's done. However, this is hurting you as developer when you work on unrelated projects. Your work for the community is impeded (e.g. in the case of Google you need to go through a lot of bureaucracy) or completely impossible. In theory you can write some code for yourself, but what motivation do you have, knowing that your employer will be its owner anyway? You will have less motivation to explore new areas of interest for the same reason. It's terrible for personal development.
- alexchamberlain 5y ago
  IANAL, but as I understand it, it's not legal in the UK, EU or California (but it doesn't take much for a company to be able to claim the IP - using a company laptop or a company subscription to a journal, for example, would easily push it over the edge)
cmrdporcupine 5y ago
It's true but they also have a reasonable set of processes for open sourcing things. I have been through various forms of it a few times and never had problems getting permission. I can understand both points of view, but I imagine from Google's standpoint: they do an incredibly large number of things, "working hours" are often a pretty nebulous concept in the world of software development, and simple accidental leaks could lead to bad litigation situations or critical IP leakage.
- duckfang 5y ago
  > It's true but they also have a reasonable set of processes for open sourcing things. So its "mother may I?" for the 'privilege' of working for such a shit company? For a company to claim ownership of everything I do when not working is called indentured servitude or slavery.
  - cmrdporcupine 5y ago
    I came to the conclusion early on that that is the nature of capitalist work generally, so pick your poison. I don't agree with the whole system, but also don't think this employer is worse than most others on that front. It's just formulated in a legal clause where other employers might just litigate later if they needed to. I get paid well, and have never had a problem -- or seen others have problems -- open sourcing things where it made sense; including things that I worked on at work during work hours such as abandoned/cancelled projects or things that made sense for the community to have access to. EDIT: also your tone sucks, this is HN not reddit.
  - mondoshawan 5y ago
    No, realistically, it is called exempt salary works for hire, and there are legal limits to it. No salaried job has "set hours". The limits you can work with are: working on your own equipment, non-working hours, working on it at home in an area not typically used for $dayjob, the subject of the work, and above all else your locality. These agreements are generally overreaches by the lawyers drafting them, depending on the nature of the job. Remember: no contract can limit rights granted to you under the law, every contract has limits, and you cannot be prevented from working, even if stated otherwise. Washington, for instance, has state laws against this kind of IP assignment. IANAL, so don't read into this too much, but I have consulted IP attorneys about this. If you're doing something like this, definitely consult -- the kind of work you do does matter. In this guy's case, it seems he does have a conflict of interest w.r.t. the work he does for IBM.
JoeAltmaier 5y ago
I thought California had a law - on your own time with your own tools, it belongs to you. Worked that way 20 years ago anyway.
- ridgeguy 5y ago
  It does [1]. But I believe this can be overruled by mutual assent, i.e., by contract. [1] https://www.californialaborandemploymentlaw.net/2017/intellectual-property-ownership/ https://www.californialaborandemploymentlaw.net/2017/intelle...
  - marakv2 5y ago
    How the fuck did they carve that out. No one should ever be able to contract away a right. That's bullshit. One step of signing away a right is a direct slope to slavery.
Aeolun 5y ago
I do not think that’s actually enforceable though.

lamp987 5y ago

holy, thats insane. that shouldnt be legal.

johannes1234321 5y ago
If it weren't legal I could go and say "oh, I invented that algorithm in the morning in the shower, sorry company not yours" Creative work, software development isn't like factory work, where you switch off the assembly line and are done. The complicated part is to find the right balance. Company lawyers will by default be more protective over the company.

jeltz 5y ago

It is not obvious such contracts are legal without any form of compensation. E.g. some company have a clause where if you invent something in your free time they can choose to buy the invention from you at a fixed price determined by the contract, and that is legal. But it is not as clear that just getting all intellectual property without any extra compensation is legal. A contract need to be quid pro quo, and in addition to that local employment law can contain limitations.

trutannus 5y ago
> just getting all intellectual property without any extra compensation is legal Generally it's not legal. Under Canadian contract law at least you need to offer some compensation for a specific clause in the contract that involves transfer. That's also why you see stories like "she purchased the IP off Nortel for $1". Makes it harder to call foul later. Not a lawyer, but this is how it's been explained to me.
fractionalhare 5y ago
See also: one-time bonuses for developing patents and assigning them to your company.
bradleyjg 5y ago
As a matter of general Anglo-American contract law it’s true that a contract needs to have consideration (i.e. something for each side) but each clause in a contract doesn’t. So if you are being paid to work then that’s sufficient consideration for all the employment terms. There doesn’t need to be identified additional compensation for each requirement the employer imposes.

MattGaiser 5y ago

Pay me enough money/give me enough of a career boost and I can live with that. Plenty of people also do not contribute to open source anyway. The problem is how many people seem to be surprised by it after signing their contract.

dayre 5y ago

As a co-op student for IBM in the late 90's I had to sign something similar... Anything I worked on outside of work... And for x years after leaving the company belonged to them. Was an eye opener for sure.

MattGaiser 5y ago
> And for x years after leaving the company belonged to them This is the even more crazy part. They continue to own you after no longer paying you.
- supportlocal4h 5y ago
  It's the same thing, really. They pay you for eight hours but continue to own you for the next 16 hours. They pay you for two years but continue to own you for the next two years after they no longer pay you.
  - Communitivity 5y ago
    Yes. I had one company try to get me to sign a non-compete that would have ensured I couldn't get a job in my field for two years unless I moved across the country. I countered that I would sign that, if and only if (a) I was paid a two-year salary equivalent bonus on hiring, and (b) my offer was tripled since they expected to own everything I created 24/7. They backed down from requiring the noncompete.
duckfang 5y ago
Lets be clear here. You were not held at gunpoint to sign this. The worst case is "dont work at IBM".
- supportlocal4h 5y ago
  On the other hand, IBM owes you 6000+ hours of overtime per year. And a good chunk of that is double overtime, and probably triple overtime.
- 5y ago

fractionalhare 5y ago

The legal perspective/doctrine here is that people who produce IP as a core part of their work are "always on." They're not paid for hourly labor, they're paid for an intellectual product which only loosely relates to hours worked. Note that I'm not necessarily endorsing that view, but stating what it is.

girvo 5y ago

In Australia I’ve had a lot of success negotiating that part of the contract out, or reducing its scope significantly. I’ve only ever had one contract where they really didn’t even want to discuss it let alone work with me on negotiating a satisfactory clause (I walked away from the offer instead)

JohnBooty 5y ago
Same for me, in the USA. Generally, most companies use boilerplate employment agreements provided by their lawyer/HR person/firm. The reaction I usually get is that employers are surprised to learn that clause was even in there, and had no problems removing it. Granted, these were small companies and not tech focused. There was really no conceivable overlap between my side projects and their line of business. MY ADVICE: Use a little human psychology here. Don't create conflict by refusing to sign it, or create work for them by asking them to amend the contract. Instead, amend the contract yourself. Draw a line through the offending clause. Sign the amended contract. Let them know about the amendment you made because you have side/hobby/opensource/whatever projects whose ownership you can't sign over to the company. Ask them to re-sign the amended contract. In other words, make the acceptance of your proposed changes the "path of least resistance"... know what I mean?

mrweasel 5y ago

One acceptable way I've seen this implemented is: Anything you create, that could be sort of work related belongs to your employer. The employer will be required to compensate you for the time you spends, if they want the whatever you built. There's a variation that says the employer has to buy it from you, and if they don't want the thing, then you can sell it to someone else, or give it away.

Communitivity 5y ago
This is a game for many multinational corporations though, because they work on so many things that almost anything could be construed as something relating to one of their product domains.

praptak 5y ago

> I’m not sure why people sign these things though... Two reasons actually: 1. Companies actually need those agreements because it's how copyright works [0]. 2. Capitalism - companies have leverage. [0] https://www.joelonsoftware.com/2016/12/09/developers-side-projects/ https://www.joelonsoftware.com/2016/12/09/developers-side-pr...

kuroguro 5y ago

The troll in me wonders - if forced in such an immoral agreement, would it be possible to create a slew of shady projects with the sole purpose of making the company deal with any fallout. Anything the company wouldn't want to be associated with basically. Then automate and repeat as a form of protest :)

temikus 5y ago
That’s the deal about those things - the company has all the power in this situation. Usually if the company finds out you’re doing something they really don’t want to be involved in they do one of the following: - Officially distance themselves from your project (some people actually abuse this to get free reign over a side project by weaving in pornography, gambling, etc.) - Tell you to cease and desist immediately or face repercussions. - Deem you a legal risk and fire you on the spot for code of conduct breach or just simply lay you off. (yes, severance is pennies compared to legal risk for some companies)

throwaway287391 5y ago

> I’m not sure why people sign these things though... The clauses are usually (in my experience anyway) restricted to things that are "related" in some way to your core work. I personally don't question the boundaries on this "related" and assume that anything that involves writing code belongs to my employer. This doesn't bother me because I rarely write code outside of work [0], and I suspect most people who are employed full-time to write software are the same. [0] Rare exceptions: solving silly puzzles when I get nerdsniped, and automating random things on my personal phone/laptop. If my employer finds out I'm doing either of those and would like to claim they own the IP for them, they can be my guest.

autarchprinceps 5y ago

It's standard in all IT contracts. You will not get a job otherwise. The point isn't that they take everything, but you'd have to run it by them for approval. You are not then not allowed to have e.g. a second job with a potential competitor or provide the same service as a freelancer as through your company. In this case, I assume IBM wants its employees contributions to be noted as open source support. They are a major contributor to Linux, in and off paid hours, they will not have a problem with one employee doing open source work, just want the PR.

seba_dos1 5y ago
> It's standard in all IT contracts. You will not get a job otherwise. US is not the whole world. In some of the other parts of the world this wouldn't even be legal.

cassianoleal 5y ago

Indeed. I have refused signing such contracts. One funny anecdote, I went through a relatively lengthy recruitment process for a company. The company, the role, the team, the tech, everything was interesting and enticing. We eventually agreed on compensation and the process moved on. I asked for a copy of the contract minutes before they had everything ready so I could read it without causing delays, which they complied. I pointed out a few minor details but this one was sticking out so I was pretty clear that I was bothered by that. After a few of their tentatives to explain why and convince me it was fine and that clause had never been enforced, and that my comments had reignited internal conversations about this, in one call I was told they were in advanced talks with legal to make the change. I told them I would be delighted to be in touch again when the clause was removed from my contract. They never called back. :)