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> You will give the Company full written details of all ... works ... made wholly or partially by You at any time ... whether or not during working hours ... wh

by ptx 5y ago

> You will give the Company full written details of all ... works ... made wholly or partially by You at any time ... whether or not during working hours ... which relate to, or are reasonably capable of being used in, the business of the Company [...] all Intellectual Property Rights subsisting ... in all such Inventions and works will ... vest in the Company absolutely. Was this intended as an example of a desirable version or an undesirable version of such a clause? I thought the poster you're replying to asked for a suggestion for something you might actually want to put in your contract, but your example seems to give the company exclusive rights to everything (unless it's not "capable of being used" by the company, but surely they could find some use for any piece of software if they want to).

_odey 5y ago
That's not how I see it, the important part being "which relate to, or are reasonably capable of being used in, the business". This part was missing from my old contracts. As far as I understand it, this clause does not force you to even disclose projects you have that are completely unrelated to the company's business. Key word "business" here, not "company". Example: your personal blog is not related to the fact that your employer develops and sells databases. So whatever code you write to develop/manage your blog won't be a "invention" the company needs to know about and own. This is in contrast to a contract that states "whether during our normal hours of business or otherwise, or at the premises or using our facilities or otherwise, for the whole term" like I used to have. Here the word business does not even refer to the company activity, but to the 9-6 schedule.
- _odey 5y ago
  But I do understand ptx's confusion in this thread. After reading through all the tweets and replies, especially this one https://twitter.com/_strlght/status/1467460142279143428 https://twitter.com/_strlght/status/1467460142279143428 where @arkivanov replies they have the same clause in their contract, this one being 19.4, my belief is that there are other clauses besides this one (19.4.1.. or 19.5 onwards) that place even more restrictions. I think we need to see the entire section 19 to be able to judge.
- yawnxyz 5y ago
  if the company later on decides to get into the blogging space and create something like Substack, doesn't this mean they will retroactively lay claim to your work? Or does it only apply to the "business" at that time, not for future business?
  - _odey 5y ago
    It does not apply retroactively.
- seanwilson 5y ago
  > That's not how I see it, the important part being "which relate to, or are reasonably capable of being used in, the business". > Example: your personal blog is not related to the fact that your employer develops and sells databases. Couldn't this be interpreted very broadly though? Like if you write your own web server, programming language, optimisation tool, build tool, CMS, CRM etc. they could likely find a use for these within their business.
  - _odey 5y ago
    True, reason why you don't stop at just the employment contract. You should also disclose existing projects to them and have them sign that your work outside of hours/facilities does not upset them.

by ptx 5y ago

_odey 5y ago

That's not how I see it, the important part being "which relate to, or are reasonably capable of being used in, the business". This part was missing from my old contracts. As far as I understand it, this clause does not force you to even disclose projects you have that are completely unrelated to the company's business. Key word "business" here, not "company". Example: your personal blog is not related to the fact that your employer develops and sells databases. So whatever code you write to develop/manage your blog won't be a "invention" the company needs to know about and own. This is in contrast to a contract that states "whether during our normal hours of business or otherwise, or at the premises or using our facilities or otherwise, for the whole term" like I used to have. Here the word business does not even refer to the company activity, but to the 9-6 schedule.

_odey 5y ago
But I do understand ptx's confusion in this thread. After reading through all the tweets and replies, especially this one https://twitter.com/_strlght/status/1467460142279143428 https://twitter.com/_strlght/status/1467460142279143428 where @arkivanov replies they have the same clause in their contract, this one being 19.4, my belief is that there are other clauses besides this one (19.4.1.. or 19.5 onwards) that place even more restrictions. I think we need to see the entire section 19 to be able to judge.
yawnxyz 5y ago
if the company later on decides to get into the blogging space and create something like Substack, doesn't this mean they will retroactively lay claim to your work? Or does it only apply to the "business" at that time, not for future business?
- _odey 5y ago
  It does not apply retroactively.
seanwilson 5y ago
> That's not how I see it, the important part being "which relate to, or are reasonably capable of being used in, the business". > Example: your personal blog is not related to the fact that your employer develops and sells databases. Couldn't this be interpreted very broadly though? Like if you write your own web server, programming language, optimisation tool, build tool, CMS, CRM etc. they could likely find a use for these within their business.
- _odey 5y ago
  True, reason why you don't stop at just the employment contract. You should also disclose existing projects to them and have them sign that your work outside of hours/facilities does not upset them.