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Making Sense Of An Employee IP Agreement
"There are many articles that suggest that it is unlikely that the company would ever try to enforce its IP agreement, much less succeed. But I was not comfortable entering a situation where the company might in the future claim exclusive rights to one of my "inventions," and prevent me from using it somewhere else.
When it came right down to it, my list of "inventions" looked pretty meager. These "inventions" are not really inventions at all, but rather extensions and adaptations of publicly available software. Using the word "invention" to refer to such extensions is unfortunate; it is an attempt to impose an ownership structure onto software ideas, and contradicts my experience of how software development really works. For the full story, see The Employee IP Agreement."
John kept careful track of his thoughts (and a lot of emails, phone calls and in-person meetings) while he sought to forge an IP agreement that he'd hoped would be workable for him and his client. It's a sobering story, so be thankful he's put it to writing. 1/3 warning, 2/3 good advice.
My very nice programmer husband, who believes that everyone is as honest as he, encountered a very similar (10 page) IP agreement in a recent job offer. Fortunately he brought it home to his sharklike evil wife.
In addition to all of the issues listed above, they included one clause that would allow them to contact any "prospective or future employer" to alert them to the existence of this agreement. In short, allowing them to blackmail my geek if he attempted to leave the company.
Another interesting tactic they used was to have section headers describing "company-owned proprietary information" while the paragraphs were far more general...buried in the small print was a statement to the effect that headers were not to be considered as interpretive of the content. If a document could be said to ooze slime, this one did.
Needless to say, the negotiations went badly and they refused to accept any of our proposed changes.
We were unimpressed with the "everyone here has already signed it" argument, since "everyone there" seemed to be a teenager. We pointed out that if they wanted to hire experience, they should expect it to not blindly sign things. Frankly, I know several gifted teenager coders who would know better than to sign such dreck!
-araven
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"A foolish consistency is the hobgoblin of little minds." -Emerson
Not necessarily. If he still owns the copyright, then he can revoke the GPL license of his work and make it owned by the company at any time. However, people are still free to release modifications of previous GPLed versions of the software.
What if you came into the situation where you could use something you may have coded privately, for a company project?
/. stories on companies fucking up a GPL issue probably stem from the headstrong, myopic egocentrism of certain employees thinking they are somehow exempt from straight up disclosure. I hope you're proud of yourself.
would you re-write it from scratch? that would waste the companies time and money. if the code is available and you choose to waste time re-doing it, you suck that many hours away from the project. I'm sure you're well compensated, right? it sounds like a several thousand dollar fuck you from here.
would you use the version with your name on it? if you brought prior work that you failed to declare earlier, you'd be acting in bad faith. in fact, failing to divulge the work, regardless of your licensing choices, is a bald lie, surely at odds with your IP agreement.
Your opinion is hardly law. maybe they'll never find out, but the fact that you've done this thing makes you a bad employee. I'm sure you have ego and pride enough to ignore this, but the fact remains. It is very likely that you could make a modification to some GPL code, then leave having the PHB's thinking they own the code. half the
::I will not moderate my opinions for your stinking karma
It's worth emphasising the point that skilled Software Engineer's are so much in demand that you can pretty much name your own terms.
So this fact leaves you have a number options, you need to decide if you want the job enough to bother negotiating if not, just walk away and don?t look back. If you do want the position, name your terms and stick to them. If you concede more than you want, it will make you unhappy in the long term and reduce your effectiveness, so everybody losses.
Some have suggested that this could be just an over zealous corporate lawyer but I'd still be concerned that the bad attitude was prevalent at the managerial level, otherwise the onerous nature of the contract would have already been flagged.
- Find a lawyer in each state.
- Get the lawyers to write NDAs, non-competes, employee agreements, etc. that are fair to both employee and employer.
- Publish these documents on the internet and other media.
- Educate all hi-tech folks about these documents, start at colleges.
- All hi-tech people should carry copies of these documents with them and should insist that companies accept and sign these standard documents and no other.
There is no need to create unions for this, we just need to make the majority of hi-tech folks use these documents and impose them on the hiring companies.Just because the dweeb behind the video-store counter can't change his company's rules doesn't mean you have to play by them. I've never once had a problem giving a bogus SSN to companies that have no right to it but insist on having it. That includes video stores, cable companies, and even the university I'm attending, which seems to think SSNs make brilliant student ids.
Occasionly you'll find a company that will refuse SSN 123-45-6789 because it's "obviously invalid." It's almost pathetic when they turn around and gladly accept 521-43-9876. Guess it just look better.
Of course, if your SSN is 521-43-9876, then you might want to pick a different number.... ;-)
That depends....
It actually depends not just on doing it on company time and with company equipment, but whether it is a "work for hire". (Oh wait: IANAL!) In order to be a work for hire, it must be performed by an "employee" (defined by the true relationship). Many (most?) contractors do not qualify -- no benefits, complete discression how the work is accomplished, etc. Also, the work must be performed according to the direction and specification of the employer "within the scope of the employement". If an accountant is instructed to "keep the books", and does so by developing spreadsheets or programs that accomplish that objective, the accountant owns the code.
In other words,it's as clear as mud.
I think most managers would have no idea how to respond to an employee helpfully pointing out that "I have some code that solves this problems, I will let you use it for no charge, but it will still be my code.". Answering that would no doubt involve a legal dept. and various meetings of higher-ups in the company. In other words, it would be a pain.
My former company had clauses relating to work once I left the company.
Some of the clauses were
1. The employees are forbidden from working with any clients, competitors etc when they leave the company.
2. The employees are forbidden from joining any other company employing an ex-employee..
Clause 1 obviously meant that I could not work in IT consulting firms once I left the company as any IT consulting company can be seen as a competitor.
I did not agree to these terms and asked for a seperate agreement with these clauses deleted.
Besides this, there was the standard clause which did not allow me to be involved in any job other than with the company..this essentially meant that I could not involve in work during my spare time or after office hours.
Your so focused on the IP issues your missing a obvious alarm bell that should be going off. Twice your headhunter mentioned the term "crunch time" and working weekends and (unpaid) overtime. It sounds like a sweat shop to me.... and at less then 100K a year and apparently no ownership, I'd be walking out of the interview before we even got to the IP issues. Your labor is your product... if they want overtime and weekends, great, just pay you hourly. Get over the "status' of being a salaried employee, otherwise your better off working at Home Depot or UPS. -Jeff
This is the first person asking where the rest of the story is, why is it given (-1 redundant)? How are you redundant when you are the first person to speak up?
I don't even want to think about what I saw in the other requests the obviously missing link. Not only were they given (-1 redundant), but people replied with various jokes that were grossly inappropriate.
And while I'm on the subject of inappropriate replies, those replies to the person who wanted to know what IP is were disgraceful. Although a few people gave a serious answer, others took it as an opportunity to make stupid jokes that have no place here.
OK, I'm done.
Where is the link, anyway?
Reading the story provided in the link above, and invention can be anything ranging from a physical entity, to a software toolkit or library. It's quite possible even written works such as how-tos or books could be considered an "invention"
Yeap, that is what I have heard also. Had to deal with a non-compete once.
Something something Marc Andreesen something something University of Illinois something something Mozilla something something Netscape.
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PGP Key ID 0xCB8FF658
Right a piece of software and license it under the GPL, then what?
Legally the company can't do shit about it can they?
I like meat helmets.
>How would a company enforcing a IP aggrement that was sigined voluntaraily be a violation of civil rights?
>Now, if a company implements a IP policy unilateraly, thats something different. But this was a voluntary matter.
This really isn't a question of whether the document was signed voluntarily. It comes down to whether anyone has the right to ask you to give up your rights? There are some things you are prohibited to sell (drugs, especially dangerous weapons) because allowing them to be sold would damage society as a whole and such matters are transcendant to the internal logic of an agreement (property may be 9 10th of the law but there is still that 1 10th left over). There are also some rights that no one or at least no private individual or company can ask you to give up. We all know that phrase the police use when they arrest someone "you have the right to remain silent (5th ammendment) if you choose to wave that right (by speaking) everything you say etc." The police and other governemnt institutions (for better or for worse) can and do define situations in which you give up your rights either explicitly, as above, or implicitly, as when you commit a crime and you are imprisoned thus "giving up" your right to travel (yes that is a right) your right to property (they confiscate most of the money you earn from work you do there which is why prisoners get payed only a few cents an hour).
Private institutions and individuals do not have the right to ask you to give up many of the rights mentioned above, although they often do. As an example a private company can not give you a contract to sign in which you agree to work below the minimum wage and in most situations cannot do the others things that I've mentioned government institutions can do. There are some notable exceptions to this such as confidentiality agreements which seem to be generally upheld without question, of course those often are in place to protect "intellectual property" which arguably is a right (since the last work is property it *must* be a right, mustn't it?) although there are cases in which confidentiality agreements are used to do something not protected by the constitution (ever see "the insider").
I hope you found this comment valuable.
You state that they *ask* you to do this. That doesn't mean you have to, and the i seriously doubt the consequences of 'lying' in this matter could be any worse than the consequences of telling the truth.
In this day and age, people, companies and especially corporations will screw you over for a dollar any way they can, as long as it appears legal - or if the risk of your winning any lawsuit against them is either a remote or manageable risk.
Tell them you're not willing to hand over IP rights to your existing inventions without a separate licensing agreement, and if they refuse, then theres plenty of other jobs out there.
Ask them to list their inventions, and insist that if you do any work on them in your own time, you gain rights to them.
See how they like those apples.
I gots ta ding a ding dang my dang a long ling long
I think you meant Mosaic instead of Mozilla, but yeah, that sounds about right.
Is that you Ollie?
Obviously in the spirit of the GPL, any updates to GPL code must also be GPL'ed, and therefore, even if you weren't allowed to keep IP rights to changes you made while employed there, the GPL would overrule that anyways and allow the code to continue to be public.
There is one exception though. If the company ONLY used that code for internal use and never released any source or binaries for changes, any changes you make to that code while employed for the company MIGHT be considered company property and therefore could not be used elsewhere. However, this would only hold water until ANY of the code is included in ANY program that is available to the public. Even if they extracted from the GPL'ed program only that code modifications you made while employed there, technically that code would be covered under the GPL even if the original modified program was never made publicly available.
Of course, when you're talking about inventions, this scheme doesn't make a whole lot of sense. The whole point of protecting an "invention" is not to hoarde it in house for only the company at large to use, but to release some executable form to the public to make money and own exclusive rights to that product. Obviously going in with GPL'ed code would almost ensure that any changes you make will be subject to the GPL when you leave. It might not be YOURS, but it will still be GPL'ed.
-Restil
restil@alignment.net
Play with my webcams and lights here
At least half the problems with NDAs and IP agreements that I see in my consulting work result from the company using a lawyer who doesn't specialize in IP. The result can be bizarre: draconian claims in one part of the agreement and gaping holes in others, a document they think is an NDA but really makes me their employee, etc. Unfortunately, I sometimes end up paying my IP attorney to rewrite their documents for them, just to protect myself! Dave
You are automatically given an excuse to not invent anything, since your "inventions" won't belong to you.
Quite a way to encourage innovation, huh?
I've been hit by those things more than once. Got really burned by signing a no-compete with a defense contractor - it could have been a multi-year consulting job I threw away for a few grand. DON'T SIGN YOUR RIGHTS AWAY.
As a contractor, I saw one that actually specified that if you were unable to complete the contract (i.e. 40 hrs/wk for X months) they were entitled to have YOU PAY THEM 125% of your hourly rate for every hour missed!!! I was like "what, are you on crack?" (The contract was to do HTML for the GOP convention in Philly, by the way. I passed.)
Recently I went from contract to employee, and the NDA/non-comete they put in front of me was ridiculous, re. shopping carts, all copyrights, etc. etc. I said hey, my company is older than yours and I've done my own shopping cart stuff before yours existed! Do you really think I'm going to sign this? When they asked for a list of everything I wanted off-limits (Exhibit A), I hit them with about 60 websites, calculator programs, a shopping cart, etc. etc. and sent a copy to my laywer.
As of this writing, they seem to have forgotten all about it.
The revolution will NOT be televised.
Well, it's been a while, but I just now got around to reading this response. . .
It wasn't posed as a request. I was flat out told that the offer was conditional on my getting a haircut. Saying "No thanks," or "Well, maybe I'll get a little trim," wasn't an option.
You know, the job I ended up taking (where I fit in perfectly) barely has a dress code (they insist that you're dressed), and my long hair did fit in just fine. But I did get the haircut after a few months. That had more to do with moving to the warmer climate though.
-"Zow"
Try AcronymFinder:IP.
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Unselfish actions pay back better
He didn't so much have a problem with the part of the contract you are referring to.
He had a problem with the clauses stating that 'any IP you come up with while in the employ of the company belongs to the company', meaning, he can't do anything, anywhere, on his own time without them owning it.
The clause you are referring to does make sense; the company is paying you to write code for them, so you shouldn't be able to add your 'own' previously developed code and then claim they owe you.
Now, if a company implements a IP policy unilateraly, thats something different. But this was a voluntary matter.
Unfortunately, when you're applying for a new job you don't have that leverage. I was critical to the team producing the company's new product. As a new hire, I probably would not have gotten the same consideration -- they'd probably have tossed my application into the shredder as a "difficult" person. Which I am, if you intend to test my piss or steal my Open Source software, but which I'm not as an employee. (Oh, of course I don't do drugs -- I wouldn't be around if I did drugs -- but my thought is that if you don't trust me when I say that, then why should I trust you?).
-E
Send mail here if you want to reach me.
When our entire software engineering team was presented with an IP agreement, I read it over and told everyone NOT to sign it (only the young'ins figured they'd have to).
I voiced my complaints about specific wording and restrictions, and another IP agreement was drawn up by the lawyers. Before it was sent out to anyone, I received a copy for approval, which I did. I wasn't asked sign it though, and nobody else did. I think the issue juest "went away".
If my employer had refused, I would have quit. Same for most of the senior people I bet; we know we can go anywhere and get a job.
A particularly annoying part of this scenario is that it is common for the person presenting the "standard" document to act as though *you* are being belligerent, mean-spirited, uncooperative, etc. when you don't want to sign as-is. In actuality, I think it is the person who wants you to sign a ridiculous document who is behaving impolitely.
OK,
Back when I was starting my own company, I had a client that had a non compete clause about working for competitors. My Lawyer explained that Non-compete clauses are ALMOST non-enforcable
How enforcable a clause is depends on HOW the company treated you, and compensated you. If they claim that your idea was "vital to their business", they had better have 1)Given you a title that refected that, and 2)Compensated you to match. If they missed either one, it is evidence that you were NOT vital.
They also can NOT word a non compete in such a way that
1)Prevents you from working in your field
2)Requires you to move your household
The CAN require you to commute 2 hours or so each way, but if the distance gets so long that you can't make a living - bye bye
-- 73 de KG2V For the Children - RKBA! "You are what you do when it counts" - the Masso
Hmm you should have read the legalese before posting on it. They defined "invention" for the purposes of the contract, rather incredibly broadly, and it did indeed cover those things.
"That old saw about the early bird just goes to show that the worm should have stayed in bed."
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Friends don't let friends enable ecmascript.
Same thing happened to me when offered a job by a very large Silicon Valley unix systems manufacturer (who shall remain nameless).
They had this one paragraph that covered just about every thought I'd have whilst employed by them. I was working on a significant project at the time in my own hours and refused to sign. Their comment was "We thought you might say that, but we thought we'd try it on you anyway"!!!
I got a friend who is a laywer to expand their paragraph into a 10 page document that defined "working for", essentially meaning only when working on jobs under their direction (not just in working hours: what if you work late? and not just in 9-5 hrs: what if you have a sick day and work on your own project at home that day?)
It took two months for them to okay it but they said my final document followed the spirit of their own shorter paragraph anyway.
Certainly in Australia I've known of a case where a company tried to get difficult with an ex-employee (taking an idea he developed in his own time to a new employer) and failed before it even got to court. It just couldn't be proved. I imagine if a *lot* of money was involved things might have gone differently.
pithy comment
I was approached by a recruiter wanting a Senior Unix Systems Administrator for a new e-commerce company. He liked the fact that I also had experience in Cisco and C coding. He claimed I was "very hot for them" (though this may be usual recruiter puffing). I OK'd passing on my resume, and he called back the very next day with "They want to talk to you ASAP, but the CEO is flying in on Friday so we have to schedule then". So I said "OK". He then said "Great, I'll FAX over the NDA to you now, and you can just bring it with you when you go in".
I asked him what was in it (since I didn't have FAX and would have to read it when I arrived) and he said "Oh, the usual stuff, that you won't use any of their ideas". "And what if their ideas are ideas I'm already working with?". "That could be a problem". "Then we'll need to negotiate the terms to protect both parties". "They can't do that, the CEO is there for just one day a week, and they are interviewing a lot of people that day". "Then it sounds like they have no need for me". "But they do, your experience is fantastic". "Sorry, but if they don't care about being fair with my rights, I doubt it will be a place I'll end up staying at, and I might not be able to find employment after I leave if I blindly sign unnegotioated terms".
At that point we politely canceled the interview. But I don't know at this point how the recruiting firm will treat this.
I did interview with another company, which had a special part of the interview where they discussed their coming market strategy. They had a very reasonable NDA to have access to that part, and it was optional. The NDA simply prohibited disclosure of what I would see and hear at that presentation. So not every employer is bad. We need to just avoid those who are.
now we need to go OSS in diesel cars
This runs counter to just about everything I've haerd about patents and software. Yes, they do mean any idea that comes into your pretty little head. Just read the reports of what companies sue over.
Ideas are reinvented by people in the IT industry countless times. I bet there are maybe 20 or 30 (probably less) significant, patented ideas in sotware that 50 other people didn't have at the same time, or even long before they were patented.
Need a Python, C++, Unix, Linux develop
Every company in the valley here is restricted in its growth by its ability to recruit talent. This is an example of a company that lets its lawyers set policy that prevents them from hiring any engineer who bothers to read what he's supposed to be signing.
There have been many occasions where someone has asked me to sign a contract and declared that it was "standard", and that I should therefore sign it, no questions asked. My reply has been along the lines of: "I don't dispute that it's standard. What I said was, I'm not going to sign it!"
-jcr
The only title of honor that a tyrant can grant is "Enemy of the State."
Has happened to me more than once. In any case where I have to sign over rights to previous work if used on a project, I inform the company that I will sign such an agreement, but that I will bring no previous code into the project, and will simply reimplement everything I need on their dime (and at my rate, that's not cheap).
Some companies choose to be reasonable, and some pay me more. Either way, I'm happy.
-jeff
-- Two men say they're Jesus. One of them must be wrong. - Dire Straits
Bad idea.
Clauses making the losing party pay legal fees sound even-handed, but they are just another way for big companies to intimidate individuals. The reason: they can afford to bet $250,000 on the lawsuit, but you can't. You might be willing to fight a 50-50 lawsuit and pay your own legal fees, but can you afford not only the risk of losing but also the risk of being wiped out by *their* legal fees?
Anything that increases the dollar amount at risk to both parties increases the leverage of the party with more resources, up to a point. (Once the amount at risk goes far beyond what the smaller party has, the balance of power starts to tip back the other way.) In most cases, individuals are much better off with the standard "everyone pays their own lawyers" rule.
Something that my friends and I have seen happening with alarming regularity is companies waiting until the first day of employment to do all of this paperwork. The intent is clearly to wait until the new employee is committed - he's already quit his previous job and not able to return to it - before springing these restrictive terms on him. Few "permanent" employees can afford to walk away at that point. (Contractors, on the other hand, often can.)
The solution is straightforward - ask for copies of the NDAs and such before accepting any offer. If they hesitate, it's a giant red flag. Ditto any attempt to substitute different agreements for the ones you were given.
For every complex problem there is an answer that is clear, simple, and wrong. -- H L Mencken
See the subject.
Jonas
I didn't advise them of any of my prior works. I chose to keep it separate - private work is private work and business coding is just that - business. They have no right to my code, and I don't have any right to there.
My code is released under a license. If they choose to accept that license - so be it. Otherwise, hands off!
The myth of the free "labor market" omits the realities of the balance of power between employer and employee. If a critical mass of employers make the abrogation of liberties a prerequisite for employment, and one needs that employment to get by, then, essentially, those liberties do not exist.
I have encountered this situation as well. In both cases, it was with potential employers. They always seem to include the "IP Protection agreement" just before you are going to sign on with them.
In both cases, (one was with EDS, wanted to own me, all my prior work, and my life for a year after I left the company - the other was a machinery manufacturer in Michigan). In both cases, I got up and walked out of the interview on the spot. I let the interviewer know right there that this sort of theft (criminal conversion by any other name) was not acceptable.
Nowadays, I am in a much better job - better pay, better benefits, no "big brother" attitude, and no stress. No regrets either. You don't need to accept these attempts at corporate theft - there ARE better jobs out there - you just gotta look!
Ron Gage - Westland, MI
-snellac
It would be interesting to ask them for a complete list of their inventions as of your hiring date. For their protection, of course!
OpenSourcerers
How would a company enforcing a IP aggrement that was sigined voluntaraily be a violation of civil rights?
Because it's a condition of employment. Corollary: Voluntarily agreeing to not participate in homosexual activity is fine. Requiring such "voluntary" agreement isn't.
This agreement seems fair. Clearly, a company needs to own all of the source code behind their product. They can't worry about a disgruntled ex-employee suddenly demanding that they pay royalties for 'his code' or any other things that might pop up.
Just sit down and write the code from scratch. Even if you're doing basically exactly the same thing you've done before. If you get a job at another company doing the exact same thing, rewrite it from scratch again.
It not only protects the company, it protects you from any ex-employers.
Trolls throughout history:
Jonathan Swift
"OTOH, the employer can't ban you from making competing products/solutions after you've quit our job with them. Then you should be a free man, free to earn money on your expertise."
Funny - I hear M$ does just that. They have been known to sue competitors for hiring former M$ employees since they have that kind of clause in the contract, and if they enter a new market, which they do CONSTANTLY, they immediately have the option of suing damn near every major competitor in the said market over this (remember, M$ is a huge company and is not without a proportionate turnover rate) even if they employed said workers well before M$ even considered entering the given market, or began work on development for projects in that market. Screwed up? Yes. Lawful? Probably. Ethical? Hell no.
At any rate, this is a problem rampant throughout the industry, affecting everyone from code pimps to humongous corporations.
Personally, I think we need some kind of laws that prevent these things, by restricting just how restricting an IP agreement can be and preventing or minimizing the effects of competing work clauses (or whatever they're called, IANAL) and the like. As long as there is no conflict of interest between an employee and a company, I feel that the individual should always have full rights to his/her code and the option to license it to the company at his/her discretion, with no fear of reprisal or any preferential treatment compared to other employees, whatever the case may be. In addition, I feel that as long as there are reasonable (minimal) restrictions covering trade secrets, a departing employee should have full freedom upon leaving a company to work wherever and on whatever he/she chooses. Basically, that's all that corporations really care about anyway, the protection of their own IP that they spend money on - and I feel that it is only reasonable to ask an employee to respect that, provided the employer shows the same respect for the employee's work.
If I had the time, I'd drop into legalese mode and try my hand at throwing together an IP agreement that could be considered fair and reasonable to all parties involved (maybe there should be a GNU IP agreement for use in developing proprietary technology? Sounds ironic, but there is definitely a need...)
Heck, I'll just go ahead and do it. I'll start a new thread.
Dream on, Geek! LOL!
sorry, couldnt resist! : )
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C'mon, flame me!
No sig for the moment.
What the heck, I thought I'd try to throw together a sample IP Agreement that both a company and an employee would find agreeable. It attempts to keep a company's IP and an individual's IP seperate, and offer rules for sharing, conflict, contamination, and the resulting consequences. IANAL, and all that. I don't suggest anyone actually try to USE this without putting it past a (damn good) lawyer first, regardless of which side you're on. Remember, it tries to be as fair as possible to all involved parties. Of course, screw up and it does little to protect you, regardeless of which side you're on. IP Agreement During the course of your employment at [company] you may, while not on company time or with the use or assistance of company property, freely invent and develop any projects you wish provided there is no conflict of interest between your product and any product being developed or sold by [company] without sanctions by the board. Any products that coincide with, but do not conflict with, any products being sold or developed are exempt and may be encouraged, with the restriction that they do not assist in violation of any end-user license agreement, offer functionality intended for future or enhanced versions of a product, or in any way hinder the ability of [company] to profit from its own IP. Any product you develop that is not affected by these restrictions is your own, and you may (or may not), at your discretion, license it or otherwise restricted information about it (restricted information is defined herein as information not normally available to the general public, including customers and non-customers alike, without some form of restriction. Any and all restrictoins apply, including information or product protected by licenses such as GPL or BSD or copyrighted or patented information or product) to [company] under any licensing scheme you choose without fear of ramification or reprisal from [company], and at the same time you may expect no preferential treatment by [company] outside of approved sanctions contained in the said license. Any licenses must be approved by a manager of higher company rank, and all licences will be treated as though given by an outside entity. For the purposes of licensing, you are considered a wholly seperate entity and your licensing and employment will be considered coincidental and unrelated unless there is a change of conditions as described herein. Termination of employment and termination of license are seperate. In addition, to use any product or ideas developed by any employee (including yourself) during company time or with the use or assistance of company property, which is consiered [company]'s IP, or any otherwise restricted information (again, defined as information not normally available to the general public, including both customers and non-customers, without some form of restriction) for any personal projects will require a license, which may (or may not) be provided at the discretion of [company], under the same basic rules applied to your own personal IP. Again, for licensing purposes, you are considered a seperate entity, termination of license and termination of employment are kept seperate, and any change of conditions as described herein may alter or nullify the license. The use of any of [company]'s IP in a personal project, or the use of your own personal IP in a company project, will be considered contamination, and you will either remove portions of the product that contain conflicting IP, alter the product in order to eliminate contamination, revert the project to the state it was in before contamination, form a valid license, or surrendur all involved IP that is your own to the company to be consequently considered its own IP, or face legal ramifications and termination at the discretion of your supervisor and/or [company]. While you may make these choice freely for your own work, company work is to be handled at the discretion of [company]. You will, however, be given the choice to license or surrendur the IP and none of your own personal IP will be taken from you without choice or negotiation. Any license or surrendur must be made with your full consent as well as [company]'s, however, [company] may, at its discretion, consider this grounds for dismissal, consider legal ramifications, surrendur its own IP to you, order you to remove your involved IP under supervision, revert the project to its previous, uncontaminated state, or remove your IP at its discretion without your involvement. You may, at [company]'s discretion, be considered financially responsible for decontamination and be docked pay for the time spent decontaminating company projects. Note that personal projects and property are defined as any work or development done outside of company time, without the use or assistance of company property. All work or developent done on company time or with the use or assistance of company property is considered company property outside of special sanctions that may be granted by [company]. Well, that's it for now. I know it needs a lot of refinement, but I guess if anyone's interested this could be useful for something or someone. I think there should be some kind of GPL IP agreement set up (there may be one FAIK) to allow someone like an open-source developer or whatever to work on proprietary projects, this more or less accomplishes that. I'm getting kind of burnt out, and am short on time to put into this, I'm sure I'm missing something but for the life of me, I have no idea what. Actually, now that I think of it, here's some issues: 1. Company uses your IP without your permission (think GPL for example) or without following a set license 2. Other employee uses your IP in a company project without permission 3. You use other employee's IP without permission 4. More consideration of use of free tools owned by either side, or open-source by either side, etc. both restrictions and the the lack thereof should be considered. Obviously, no need for restrictions for use of GPL'd code as long as GPL is not violated, etc.
In the process of looking for a job as a Java engineer,
What's the difference between a Java Engineer and an MSCE?
The Java Engineer takes a little longer to arrive at the incorrect answer.
just a nitpick ... it's 'sheer' numbers, not 'shear' numbers. shearing is for sheep.
eudas
Blessed is he who expects the worst, for he shall not be disappointed.
Bravo for sticking to your guns on this. As a consultant I negotiate several of these agreements each year, and I've noticed them getting nastier and nastier with respect to IP issues. I've been fortunate enough to be able to make significant changes, but I owe a lot of that to my lawyer. A good lawyer can find things that you overlooked, can give you some perspective on the relative risks involved, can help draft language that is comfortable to both parties, and, most importantly in your case, can cut through layers of miscommunication by talking directly to the company's lawyer.
Rule 3: Clint Eastwood said "A man's got to know his limitations".
As much as I like Clint, and the statement, I feel a small correction is in place. It was Sun Tzu (Chinese warlord some 3000(?) years ago) who said:
"A wise warrior knows his limitations."
IANAHistoriJan
...a fact which for the sake of a quiet life most people tend to ignore ~H2G2
"Does an EMT call himself a doctor?" Oh dear.... Does a DOCTOR actually have a doctorate? Idiot
I agree it may well be illegal, but I have seen exxactly that happen. A friend of mine went in for an interview for a (now defunct) local company (not the one I referenced in my first posting). He received with his offer letter an IP & non-compete agreement that he found impossible to accept. He politely (according to him, but I believe him) requested negotiation of details in the IP & non-compete agreement (in addition to the IP issues similar to the story's problems, it basically said he couldn't work for any Internet-oriented company for 18 months after he left, either voluntarily or not). He was told, very sharply, that the company felt these terms were reasonable, and his offer letter was immediately voided.
Another friend of mine who worked for, then left, this particular company, had the company actually pursue him legally for working for another technical company. I should mention the first one (who questioned) was a Java developer, but the second one (who did work for them) was a Photoshop-oriented web artist. The company pursued the web artist legally. His attorneys told him the contract he signed was uneneforcable and illegal, but that he could go broke proving it. He had to essentially not work for eighteen months until it expired.
So, anon, I agree such might well be illegal, and thanks for raising that point. I threw that comment in because I've seen it happen. Having such a comment in an interview is sort of a big hint to find another job elsewhere.
Tell me you had more technology then this...
BlushButton: Unpressed, the button appears pale beige. When the user presses it, it slowly turns pink. The rate at which it turns pink is controllable via the blushAcceleration parameter.
Please
Amber Yuan 2k A.D
"and dear god does this website suck now." -- CmdrTaco
And of course you would get fired and with a bad enough reference to probably not get hired again. Mixing the GPL and business is tricky stuff and I wouldn't recommend it. I would imagine most employers strictly forbid it, I know mine does.
"You can now flame me, I am full of love,"
9-5 Belongs to company
5:01-8:59 Belongs to me/Open Source/who ever the hell I want
I want my rights back. I was actually using them when our government stole them after 9/11.
Try this. When confronted by such an IP agreement list everything from the when you were five yrs. old. Paper machet, with blue food coloring, red, green, yellow, with color made from dandy-lion flowers, soot from burned nose hair. Any and all hair brained ideas. A time machine with code written in a new language. Call it "geeko speako". Sorry folks I "invented" that. The hairier the better. I "invented" toothpicks made from dried bat gwano. Sure it didn't sell well and perhaps the patent on this idea should have been filed. After 10-100 pages of this it should be obvious, even for the gray matter challenged, that this agreement is pointless. Be sure not to include anything relavent. In short confront stupidity with brilliant stupidity. "The proof is left as an exercise for the student"
Son of a bitch. If you don't want your "inventions" owned by a company don't fucking sign them over. Do corporations have rights to your ideas if you sign them over? You're fucking right they do, you're developing your project on their time and with their resources, intellectual and physical. If you want to work on your own stuff or open source software do it at home. If you're using my computer time to go off on your own projects you're suddenly going to find user access restrictions on cc. If you work on something for the company you are an agent of the company and they DO have IP rights to your work; they pay your fucking bills so you ought to be happy with the arrangment. If you want to make your project free work on it on your own time and license it as such that it demands to be kept free (GPL, BSD). If you use an idea you developed whilst working on a similar project you better make sure the free version is a clean room implimentation of it and don't think your boss shouldn't be pissed you incorporated something you worked out on their time into a potentially competing application.
I'm a loner Dottie, a Rebel.
HR can be relied on to mess up paper work from time to time, and they assume that it is always in there.
If they are really sharp they'll say "oops, this seems to be missing" and touch bases with you before there is a problem.
Mind you, IANAL, and you are responsible for your own karma.
[smile]
"It is a greater offense to steal men's labor, than their clothes"
The original poster was making the point that:
1. If he writes it during work hours he WON'T use it in his "own time" projects.
2. And if he writes it in his "own time" the employer has NO RIGHT to it.
I fully support that idea. What you are sugesting is that if I am say a woodworker. (I carve statues,figurines whatever for the company I work for and they sell them) If I go home and over the weekend with my own tools carve out a magnificent work of art and sell on ebay the company ACTUALLY owns it and I should give any earnings to said company. That is BS.
He is NOT being a bad employee because he rewrites something from scratch that he has handy access to because he already did it at home. He doesn't want the company owning the original version (which is HIS IP). Hey if a company told me yeah bring in the old stuff you did and it'll stay your IP I bet he would. The problem is a lot of companies seem to think they own everything you do. Whether its on their time (where they are right in thinking so) or if you do it on your own time. (In which case they can kiss my arse because it's MINE noth theirs, as long as I have not stollen or used anything that's their IP)
- Imagine being not able to write java, perl or xml because they aren't part of the union
contract of approved languages. The union folks contracted for object-orient cobol
and are opposed to union members from being forced to work outside their training.
(oh yeah, who gets training on the new stuff is strictly based on seniority)
- Imagine that you aren't allowed to debug code because you are a programmer (not a debugger)
- Imagine that you aren't allowed to program because you are a debugger
- Imagine having to work for 3 years as a debugger before being allowed to program
(regardless of your ability, remember seniority rules)
- Imagine that you know the bozo that sits next to you that can't tie his shoes gets
paid the same amount that you are paid
- Imagine that layoffs are strictly by senority
- Imagine that going to school to get your MSCE gets a person an automatic $30k/year raise
- Imagine that one day you fix a bug in someone elses code and two days later, you find
that your change is backed out by the union rep and you're on report for doing
someone-else's job.
- Imagine paying 5% of your salary to the union
- Imagine that your union rep gets paid more than you
- Imagine being forced to go on strike when you have a morgage to pay and you think the
union is being silly.
- Imagine being forced to be in the union (closed shops are the norm)
Let's all think about this for a while...
Look, you dolt. The ORINGAL post, and subsequent OTHERS said that the companies were demanding rights to *EVERYTHING* the employee produced, inclusing developments OFF company time.
Learn to read and then get in tune with the rest of us.
Poor little no puppy toe!
http://quiz.ravenblack.net/blood.pl?3357354385
I found a useful tactic was to just put the agreement in the filing cabinet, carefully remember exactly where it is, and then never do anything about it. About 50% of the time, the company just assumes you must have signed it and turned it in to someone else in HR and they never follow up. The other 50% or so of the time, they come ask you to please sign it, you apologize profusely, pull it out of the filing cabinet so they can see you're not blowing them off, and tell them you haven't had a chance to review it yet and you'll do so and get it back to them as soon as possible. Usually after that they go away smiling and forget about it.
Once the HR person came back and demanded I should sign it immediately, even though I said I hadn't read it yet. I acted shocked and horrified that they would try to "bully me into signing a contract unread," and they immediately backed off and never came back. Only once did the company ever persist far enough to require me to tell them I wanted my lawyer to look over it, then that I hadn't had time to go see my lawyer with it yet, and then finally that I really wasn't happy with the agreement and would like it changed please. They started making noises that they didn't want me around if I wouldn't sign, but as it happened I was already looking for other work anyway and was out before they could make an issue of it.
Okay. The company that I currently work for is somewhat (well, try amazingly) disorganized. However, the work is very cool and the people that I work with are great. Once I was hired on, I was required to attend an orientation class and was told to 'bring my acceptance letter' when I came.
Of course, the orientation class was run by the HR department, and once everyone showed up everyone was presented with contracts that included clauses mentioned in the article. We were told to 'initial each page' to show that we agreed with it, and then sign the contract.
What did I do? I didn't initial the page that had the nonsense about them owning my inventions. I crossed the entire section out. When I was done, I handed it to the HR chick and that was that. I've been working here for the last year with no problems, and the minute someone comes barking at me about my 'inventions', I'll just point out the contract that I signed with them.
Does this protect me from getting fired if they don't like it? Probably not. But I have a feeling that they won't have any rights to my ideas, either.
I many not be able to eat principles, but at least I'll go hungry knowing that I stood up for what I believe is right.
Another thing is that you would not stop the company from "owning" the works if you signed the contract saying they would (assuming the contract is legal and binding) and in that vien they most likely would be able to release those works under a new, non-open licence.
IP is way tricky because once you know something you can't "unknow" it. Thats why this issue is so unclear.
A company pays you to develop something for them and they would like to keep that knowledge exclusively. The problem is that its impossible to prevent that knowledge from moving as the person that developed it moves. Same goes the other way around, if you develope something, its impossible for that not to move with you when you work on a project. A company that wants you to declare prior inventions is most likely trying to protect itself from the case where you write code for them that uses knowledge that you developed previously and then you later decide to sue them for rights or compensation for that knowledge other than the salary that was paid to you.
I personally think that most all of the problems would be solved if there was a legal limit of 2 years on the "ownership" of IP. Meaning that you can only be protected for 2 years legally if someone uses your IP without your permission. Not too many developements in CS are revolutionary enough that they need protection for longer than two years, because most are old news by then. Also the developments that are around longer than 2 years are things that should be public knowledge so that the field can advance as a whole.
"You can now flame me, I am full of love,"
Here's how: the first part is the prior inventions section. The fine print said I was to specify those there because then they would be immune to being signed over to the company. Did this agreement actually ask you to sign over stuff you'd invented before working there? If so, run screaming!
The reason that clause was necessary is because it was immediately followed by the "Assignment of Inventions" clause. This is the part where you say that "anything you invent during your term with Employer you do hereby assign all rights thereof unto them," or whatever the proper legal-ese is. This makes sense, really; if you do some applications programming and they pay you, they don't want you to run off with the source saying "I wrote it, so it's mine!" That would cause all kinds of headaches when you leave.
And, on my contracts, there has always been a catch after the "Assignment of Inventions" clause that says things you do off the clock and with your own equipment don't count - ie, if you're working on an open-source widget in your spare time, the company can't touch it, as long as you don't use company equipment or time. Did your contract have one of those?
These things seem pretty standard to me - I've run into them all 3 times I've really read my contract closely. Read it again. If the company really is trying to take stuff they don't deserve, you were right to run; but many times it's a mutual ass-covering thing.
Here's a link to the Texas guys website: http://www.unixguru.com
It's so nice to see kids using a wooden bat. These days, it's all aluminum-this and George W.-that.
That's not a correction, it's an addition. It is 100% true that Clint Eastwood said: "A man's got to know his limitations." It didn't say "Clint Eastwood was the FIRST to say.." :)
Sun Tzu didn't even say it.. He said whatever the phrase is in Chinese.
I showed up for my first day of work and had to go through the usual rigamarole of paperwork. I got to the IP agreement, and, much to the consternation of the human resources person, read it all the way through. The gist of it was that everything I produced during the time of my employment (even if on my own time and with my own resources) belonged to my employer.
I asked that the terms of the agreement be changed to accommodate work I do on my own. The HR rep said she would check with the legal dep't. and get back to me. I went to work without signing the agreement.
A week into my job, I got an angry call from the head of HR basically threatening to fire me-- the phrase "condition of employment" was used more than once. I caved and signed the agreement, rationalizing that it was something I would bring up at my first review.
I guess the moral is... if it's important to you, ask for a copy of a prospective employer's IP agreement when you interview. Treat the subject with the same weight as you would salary and benefits. Don't rely on "word of mouth" speculations as to the company's flexibility (as I did). Or you could wind up in a position where it's too late to change your mind.
(a) Any provision in a employee agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:
(1) Relate at time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer.
(2) Result from any work performed by the employee for the employer.
(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.
I guess this means that this particular company can't take IP that is in no conceivable way related to their business or your employment there. Furthermore, the issue that is company and yourself are haggling over is silly. It's simply unenforcable. Let them think they own your IP, do what you want with it after you get hired, let them try to fire and sue you. You'll get your IP, and a nice settlement for a wrongful termination or something like that.
Point being, don't worry about it. The company's lawyers are either idiots or is hoping you are.
A big problem is when you incorporate knowledge from a prior invention in a current solution you are workin on for your company. In this case do you deserve compensation for the solution above and beyond the salary you are being paid to develop the solution? Do you have rights to come back later and claim partial ownership for the solution because it contains parts developed off the job? I know it may sound mean but a company has to protect itself in these cases and that means contractually claiming rights to use knowledge contained in your head. Maybe it all needs to be worded better in the contract so that the exact case is more clear, but the company can't be expected to be put in the oppisite case that the article is claiming, the case where you are trying to claim company work for your own because you worked on it in off company time.
"You can now flame me, I am full of love,"
A good alternative to the word invention is discovery. If you can agree with that, it becomes more difficult to justify corporate ownership of any idea.
I refused to sign my previous employer's IP agreement without significant revision. They adjusted the document. If I could survive without eating or paying for a place to live, I would have walked away. I'm ashamed that my small signature on an adjusted agreement adds a little more inertia to the falsehood that these things are legitimate.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
~~ the real world is much simpler ~~
--- -- - -
Give me LIBERTY, or give me a check.
My suggestion implies that the employer has not signed the document. In which case there is no need to initial any changes because there is no change it should be considered a proposal. So, by being the first party to sign it is your proposal. It is a vulnerability they put themselves in by not signing the document in the first place.
Preferably, I would add to the second suggestion, that you write in the space where you are supposed to list out your works something like "Everything that I've worked on before is mine exclusively" Clearly this would contradict other parts of the "agreement" that you would sign.
Above all else, do not seek legal counsel. Because this will just come back to haunt you if it ever came to trial. The worst thing that could happen would be to make it seem like the contract was actually negotiated. In fact, you want the contract to be completely and utterly useless as a legal instrument. The worse the stated conditions the more likely it will be completely thrown out.
Just make sure you live in a civilized state which supports individuals over corporations.
A friend of mine that had to sign one of those strangling agreements decided to exercise line item veto. If there was something he didn't agree with, he would just cross it out.
We had to sign something that read like "If during company time you barf, and it is artistic, we own it." Fortunately our company had been bought out for the second time and they were confused idiots not knowing who really worked for them. I never signed mine, and who cares, because 3 months later we were all laid off.
Yeah, and you won't have to pay income taxes or use license plates either...
"Patriotism is your conviction that this country is superior to all other countries because you were born in it." -- GBS
> Contracts are not all "lawful".
Correct. A contract for murder is not a valid contract.
Just a tip, the phrasing might be better if it was worded: Not *all* contracts are "lawful."
Out of college I hired into a large chip vendor. I was asked to list my 'works' and any thing I developed while I was there was theirs (there was no 'own time'.
I listed a 3-D ascii realtime role playing game I'd developed in college as my only work. (it was the early 80's, pre-PC.
Two years later -- my game had become fairly popular in the company. Word reach a speech recognition group who asked me to add speech recognition to the game. They thought it would make a great demo of their voice technology. I complied -- was fun to issue voice commands to fight, throw spells, walk,
The group was going to license my game from me for their demos -- no prob, but it hit legal and my management. They didn't want me being paid out-of-band for extra work. They tried to push the issue saying it belonged to the company, but they had to check the HR forms (which I still had a copy of as well).
There was my proof. My management forbade the other group having any more dealings with me and the project was cancelled.
Later on, I spent alot of side time developing a screen editor -- added alot of useful features for programmers (went around in my peer groups asking for things they wanted it to do). I got called on the carpet because customers started asking for it -- SE's got it from our internal sneaker net and gave it under the sly to customers. It was about 900% faster than the previous generation as well. Of course I had nothing to do with the distribution, but I was blamed. When I asked for the project officially to productize it, I was told I wasn't senior enough. After that I left the company.
The company later released the editor (on the PC as well) as the "Programmer's Editor" feature unchanged.
Real braindead management though a very profitable CPU company now...:-/
That after all these years, an AnonCow can still take first post to make itsself look import. I think this is an idea that should be changed, but I'm a democrate, and don't really care. I've also never had an exclusive rights to intellectual property agreement that didn't refer to work within my company. I'm funny; I don't believe in theft.
"Yeah...it was the numbers that were irrational, not the murderous cult of vegetarians...." -- Hippasus of Metapontum
His code are extensions on GPL'd code. Yeah. The GPL is not magic. It does not declare code free. Code is copyrighted by the author, the GPL is a possible license.
Note: IANAL, but I have read the GPL and read some case law on copyrights and licenses.
He owns his extensions. The company is suggesting that they become their property (if he works on them while there). If he agrees, then they own his extensions. They can release them under the GPL or not. He has NO say.
However, they cannot build a derivative work (the GPL code + his extensions) and distribute it without meeting the requirements of the GPL. However, they can do WHATEVER they want with his extensions, including keeping them proprietary. The combination of GPL code + his extensions is a derivative work to the GPL code. His extensions are NOT a derivative work, they are an original work.
There is no magic to the GPL that says you must do something. If I take MS code, slap a GPL on it, and release it, it isn't GPL because the license has no meaning, I don't own the work.
In this scenario, the code becomes Company X code (again, assuming he improves it while there), who can release it or not under any license.
But he already released it under the GPL? Irrelevant. Those that have already obtained the code under the GPL from him are able to use it (and redistribute), but he could not. The GPL isn't magic, it is a way of licensing software.
You CAN reclose GPL code, but the code released under the GPL already is floating around under the GPL. However, if he signs it over to the company, who prohibits him from releasing it under the GPL, he can't release it, he doesn't own it.
Now it would be interesting for him to further relicense that code from a third party (under the GPL), but I'm not convinced that that would work given that he signed away all rights to it. However, if people haven't maintained copies with the licenses, he is SOL, because the company's version is no longer GPL'd.
Alex
Just because you release your code as GPL doesn't mean it always has to be GPL. The copyright holder can always release new versions under different licenses, even ones that are not compatible with the GPL.
The core issue is that some companies claim copyright to works you do while under their employ. Thus, if you add features to a product you GPLed, but you own the copyright for...well, if the company manages to snake the copyright from you, the GPL aspect of it makes no difference on further releases. They can't "pull back" the old releases, but they can issue new released under any crazy license they want, closed source or open.
The way this would work, I guess (and I'm not necessarily advocating this way to go, IMO you should just refuse to work for a company that has these policies) is if you assigned the copyright to the FSF. In this case you know the code will remain GPLed, but you no longer control the copyright and thus the employer cannot take it from you. Of course, to be legal you need to finalize all this before working for the company.
A couple of places I have contracted for tried to put clauses in my NDA/non-comp agreement that basically said that if they sued me to enforce the agreement I would have to pay their legal expenses incurred by them in suing me. What my lawyer advised me was to change such clauses to read that the "prevailing party" would be entitled to recover reasonable legal expenses from the losing party. So essentially, this took a very bad clause that would have been detrimental to me (they could sue me on a whim and I would have to pay for it) into something which protected me doubly from frivolous lawsuits (because if their case isn't solid they would stand to lose a good chunk of money reimbursing me).
I just wanted to throw this idea out because I think that there are plenty of "standard" clauses like this which are bad for contractors, and it helps to have a good response in your arsenal to turn it around into a positive. If we have enough people in the industry insisting on reasonable terms, companies won't be able to ignore us because _we_ will then be setting the standard terms by our shear numbers. Besides, if a company doesn't agree to the change that I mentioned above it should be a pretty big warning sign - enough to make you walk away.
-----
Free P2P Backup, Windows & Linux
Who is forcing him to work for the company?
What if the company provides you with equipment (for example a PC or a Sun Desktop) to use at home. Would they not then be gaining an extra advantage to claim that things you invent on your own time are (likely) done on their equipment?
now we need to go OSS in diesel cars
Many IP agreements are actually impossable to execute faithfully unless you have never had a programming job before, and intend to leave the industry perminantly once the job is over.
Typically, I will agree that the employer has a perminant right to use any code I include in the work for hire. I insist that I have the perminant right to use and license any code I create with the exception of proprietary information, and that I won't relicense the code as a whole (since it is a work for hire).
I will not agree that anything on company time is the company's property. My time and thoughts don't divide perfectly enough for that. I get ideas at odd times, and sometimes get great ideas for one thing while working on another (as most people do).
If anyone questions that, I offer a 'modest proposal' along the lines of: As soon as office hours end for the day, I will cease to have any knowledge of the works for hire. I will go home slightly confused as I won't know who my coworkers are (or that they are my co-workers). I won't remember the code in fornt of me or have any interest in it. Don't bother to call me at home if there is a problem, I won't know you or anything that you're talking about (Besides, by talking to personal time me, you will be divulging your valuable IP for use in my pet projects). You'll just have to wait until the beginning of the next business day when I suddenly remember it all again (and at the same time forget all about my personal projects).
Or, it's kind of radical, I know......We could try to be reasonable?!?
I have to say that I agree 100%. And to make more explicit what I think Skapare was getting at: Even if you get the clause removed from your contract/agreement, it is a huge red sign warning you what type of environment they foster at their company. It is most likely one that puts the employees second, whether in their career development or in their personal lives. Career development can be as simple as getting a fair wage for your work. I once worked for a company where I put in 12 hour days for months. Finally yearly raise time came around and they gave me a couple thousand/year more (keep in mind I was already the lowest paid graduate in my class) and then they proceeded to tell me that if I wanted a raise again next year I'd have to work even harder! Having them be understanding of your personal life is like the difference between telling your manager that you have to take the day off because your child/parent/etc is sick and having them say either, "Can't you find someone else to take care of them?" or "Why are you still here? Go!".
Whenever I see something like the IP clause that the poster described, I just say, "Thanks, but no thanks," and move on. Of course, I'm also the guy that turned down a job offer because they wanted me to get a haircut. I just can't stand to work in any sort of environment that doesn't value the individual.
My $.02,
-"Zow"
while not exactly the same thing you're dealing with, i am reminded of a no-compete agreement that was circulating in my company a while back.
basically, our parent company wanted us all to sign a no-compete agreement that basically said we couldn't work in IT after we had left (for one reason or another) said company. It was obviously a career destroyer, and we did have several people leave the company immediately upon seeing this agreement.
what did the rest of us do? exactly what every current employee of every company that wants to screw their employees do - tell them to go screw themselves.
This sounds like a very union-esque concept. and, perhaps, it is. But i can't stress enough the fact that if every employee of a company fails to sign an agreement (to do|not to do) X, then there's nothing the company can do. They can threaten all they want, they may even fire one or two people just to show how sharp their sword is. But, at the end of the day, the company will be forced to scrap the agreement.
I would have advised employees of our friends prospective employer to do the very same. That, combined with a very small influx of new personell might bitchslap the company upside the head and make them realize that their policies are unfair and aren't making them any friends in the software biz.
FluX
After 16 years, MTV has finally completed its deevolution into the shiny things network
"It is seldom that liberty of any kind is lost all at once." -David Hume
But, companies may not realize the trouble they ask for. If they own everything you work on, then they are liable for everything you do. In my case, the WC insurer tried to deny liability claiming that my work was not the sole cause of my tendinitis, but it was from my computer usage at home. If they have the right to take what I work on at home, then they are on the hook for that liablity too. Workers comp. coverage covers for injury that is caused by your work (usually the test is 50% of more contributing).
Fight Spammers!
IP agreements can be enforced, if the company thinks they would profitable enough. As an a example: Intellectual property or mind control? provides an example where a company tried to sue to force the idea out of the person's head, even though it hadn't been put on paper, or developed. This could come very close to developing works for free. Not signing such IP agreements or requiring companies to modify them, is only self-defence.
Reminds me of what happened to that guy who worked for mts. He found a way to bend microwaves [ not those kind, you silly sot ] and they had the rights over his idea because he was working for them at the time. damn the man.
That's normally reasonable, and quite obvious in the case of eg manufacturing industries, but when the job involves intellectual creativity some interesting grey areas could arise...
Example: Your employer sets you to solve problem x. In the pub on Friday night a solution occurs to you... you spend part of the weekend working it out, then develop the idea fully the next week at work. The idea was created by you on your own time... but you wouldn't have thought of it at all if your employer hadn't assigned the problem to you, so who owns the solution?
In this case I think the employer would have a legitimate claim, and in Malpas case they didn't, but the line between your time and the companies time is not always clear-cut... particularly as one of the arguments managers, consultants, and probably every other well-paid professional uses to justify their large salaries is that they don't work nine-to-five but are willing to take their work home with them. Probably a better division is between 'working on the employer's projects' and 'working in your free time on projects in an unrelated field'
I am not a lawyer. Not yet, anyway.
Intellectual property agreements are written by lawyers to protect the intellectual property of a company. Intellectual property is defined as patents, copyrights and trade secrets. This agreement was about patents. Patents protect inventions or improvements to inventions, and were created to deal with hardware, not software. When the company writes about an invention, they really mean something you can patent or something you have patented. Invention specifically does not mean any idea that came into your pretty little head. Just because you created a program to manage a linked list doesn't qualify it as an invention unless your implementation was sufficiently novel that you could patent it (and then demand license fees from others to use it).
Since programming is all about organizing ideas, most programmers tend to view all of their work as invention, but that's really just a figment of our egos. In the context of an intellectual property agreement, invention has a very specific meaning, which is actually good news, because most of your inventions really, probably, aren't inventions -- they qualify as general knowledge of the industry, which is not subject to IP agreements because you need it to ply your trade (which an IP agreement cannot prevent you from doing).
With respect to making an improvement to an invention, granting the company ownership of the improvement does not grant them any rights to the invention. The thing is, the patented improvements usually are things that you can't live without, so the invention becomes useless without the rights to the improvements. (This is called building a patent fence around an invention, and is a common tactic for circumventing the 17-year life of the monopoly of a patent.)
Finally, about whether the employer can own your ideas invented outside of work, there are several states in which that's not allowed by law, but in all the rest, it's part of the voluntary nature of the agreement -- the law says that if you don't like the agreement, don't take the job, because nobody's holding a gun to your head forcing you to work there. (Contrast this with your rights if drafted into military service -- because you have no choice in the matter, you have some extra rights as compared to those you might have as an employee.) The bad news is that you end up with an uncomfortable choice -- feed your family, or sign an odious agreement. The legal terms are something like you are given compensation in consideration for your ideas. This language was originally meant to apply to guys like Thomas Edison, who were prolific inventors (again, software, for the most part, doesn't count as invention), so the company wanted to be able to have the benefit of all the person's ideas, and in exchange, the company would pay a salary, rather than an hourly rate (you have a much stronger argument that your off-work ideas are your own if you are paid by the hour; everything else is considered work for hire, and is considered property of the person hiring you for the job). What I wonder about is, since almost everyone has IP agreements like this, isn't it a collusion among the companies to prevent you from having a choice, so it would be subject to the Sherman Act, but I don't really think anyone would ever be willing to take that case.
If you're really concerned about your IP, your best bet is to be an independent contractor, where you will explicitly transfer your IP to the person hiring you for the term of the contract, and where you explictly license your existing IP to them.
When governments fear the people there is liberty.
09F911029D74E35BD84156C5635688C0
Jesus loves you, I think you suck
If you're in Colifornia then this agreement would not be binding, according to California Labor Code Section 2870. Basically it states that the invention has to be related to your work at the time on inception.
-no broken link
Later, when they show-up in court, just say "I never signed that. That's not my signature".
--
Complete and utter bulshit. You have missed the most important point: IP Agreement is approved by the board.
The IP Agreement and actually most of the contractual terms for the fist employees in a startup are determined by the VCs and by the board. They are part of the conditions upon which the copany has recieved funding. Noone in the company has the right to change them. If the company you are applying for is a startup you take what you get or leave. C'est la vie. There is no negotiation whatsoever.
And it is least likely to change until the company has receieved additional investment or even gone public.
Baker's Law: Misery no longer loves company. Nowadays it insists on it
http://www.sigsegv.cx/
I've seen this from both sides.
As a game programmer I would never sign something like this. I'd just find a different job. As for my own code that I might possibly use at a company, I've released it as code, BSD style. (if I'd GPLed it then I couldn't use it in most commerical games). And don't think by GPLing your code you'd force your company to make all their code GPLed. Most contracts I've seen hold you reasponsible for inserting code that you have no right to insert. As you don't have the right to insert GPLed code into non-GPLed code you'd be held liable for the problems it caused getting the GPLed code out.
On the otherhand, I have a friend who is a game designer. He gets paid $100k a year to think up game ideas. For some reason he feels that
(a) if he comes up with a game idea outside of work then it's his
(b) if he comes up with an idea inside of work and they don't decide to implement it he should get the rights too it.
Both are pure bullshit. The whole point is he's getting paid $100k a year for his ideas. That they came up outside of work is irrelavent. I'm hoping this is clear to most of you in this case. Otherwise I think you could see he'd really be short changing his employer.
Think of it this way, if you had a tough programming problem at work and you thought of the solution in the shower at home, following his logic you could charge the company extra money since that idea is "yours". Or, you'd have to come up with a new solution that wasn't related to the solution you thought of on your own time. I think you can all see that would be rediculous.
The question is where to you draw the line. For example another friend started making a website with games on it. He works for a game company. Under California law is that a related field and therefore would belong to the company? I suppose the courts would decide. Fortunately the company he works for is cool and was happy to sign a letter that said he could do this game website and the company would not claim ownership. To bad all companies aren't so reasonable.
-g
This doesn't always happen. I managed to stall for about 6 months with this, but they caught up. I mostly kept refusing until the CEO started to put direct pressure on. Of course, since they didn't ask me to sign these agreements until long after I was hired, they weren't legal anyway. So I signed them, noting that they were worthless.
Boss of nothin. Big deal.
Son, go get daddy's hard plastic eyes.
Expanding a vast wasteland since 1996.
In my experience, some companies and recruiting firms believe developers are so worried about "falling behind" that potential recruits will sign just about anything just for the promise of working with Java. Its a neat technology, but I'm not sure it is worth selling your soul to work with.
> That wasn't very well written at all, was it?
Actually, your response is really well written!
> I beg do differ. What I learn during work or off
> work is my experience, granted, I might have
> learned it at work, but it is I who can use it,
> not someone else.
It's your experience, but generally in the US, the intellectual property rights derived from what you learn belong to your employer, not you. Furthermore, it's up to the company as to whether you or others can apply this IP and the forms that it would be applied in.
Under the most restrictive IP agreements that people are asked to sign when taking jobs, everything you think of while you are employed belongs implicitly to the company. So if you are writing java code and think of the Heimlich Maneuver (the one for choking people), then the company may own rights to it. In practice, I think it's rare for a "real" company to press for ownership in a case where it's far afield like this.
The problem comes when you are writing java server code and come up with some significant invention related to java client-side code. It's not directly linked to your job responsibilities, but exposure to your work code might have been a factor. If you wanted to pursue a patent on this invention, generally you would need to offer it to the company first and could only take the patent in your name if they released rights to you. It's been my experience in the past that most companies will give you that release as well, although this may trigger other problems if you decide to commercialize your invention, as that would be a violation of your promise to work only for your employer.
This is true for authoring books as well (copyright here now, instead of patent). If you work on mail systems and want to write a book about them, you'll probably find your company will want to review what you wrote to make sure nothing proprietary is being divulged, but after that, I'd be suprised if they demand a cut of the book rights (not that that's ever much money!).
The company has to be a little careful about the release. If you invented something while an employee, they are also liable for patent/IP violations. If you worked for IBM and wrote Napster in your own time, then they released it to you and you attracted a firestorm of legal action, you can bet that the parties that want to sue you will blow through that release and try to hit your sugar-daddy employer.
This is why the company asked for the document that started this thread. If you were working on a Napster before you came and claimed it on your inventions list, then you pretty much can keep working on it at home. If the company does a reasonable job protecting their proprietary stuff from getting into the next release, then it's all pretty clean. The company needs to police what you started making while you were at the company, but that's what your normal employment agreement is about.
There are lots of famous examples of home projects that were passed on. Probalby the most famous is the original Apple computer - built as a hobby box by Steve Wozniak, he offered it to his employer, Hewlett-Packard. They didn't want it, gave it to him, and he ran with it.
David Fung
1. The employees are forbidden from working with any clients, competitors etc when they leave the company.
Im just looking for a new job, and interviewed with the local startup-subsidiary of a very large telco whos trying to get a foot into the ISP-market here.
We negotiated salary, working hours, overtime and all those "small" things, but when they gave me a copy of the contract I found, to my strong disappointment, 2 clauses made by HRFH (HR from hell) himself:
- Employee is not allowed to work for any competitor or company which, if only in part, engages in the same field of work as telco, for 6 months after leaving the telco
- Employee agrees to work for the telco whereever the telco sees fit, for as long as the telco sees fit.
Well, the first clause means that Id be jobless for half a year if Id ever decide to leave the telco. Im a network engineer, and what is there to do for a network engineer other than engineer networks? IP is everywhere and telco engages in IP, so this basically means that Im forbidden to work for half a year when I leave them...they had phrased it so that I couldnt even work for a pharmaceutical company if their network was based on IP.
The second clause told me Id have to change my place of living whenever telco sees fit, without even prior notice. Did I mention that they specifically neglected any help in getting a new flat et al? Imagine, today youre residing in the major town of the country, have your whole social life here (g/f, friends, family) and, starting tomorrow, you have to work 5,000 km and two languages away, not even having a place to sleep there...
And no, this terms are not negotiable, "all our employees have signed them, I wonder why you have a problem with them?".
Bastards. HR-bastards.
(Posting AC cause colleagues at current employer read slashdot, too...).
If your prospective employer is an asshole, there's really not much you can do except not work there, but one thing you can try is not signing it.
Surprisingly, a large number of companies never realized I didn't sign all their paper work, and hired me without comment. Businesses are often slow to react, and rarely check that you've crossed your t's and dotted your i's.
I've even been called in to sign a non-discloser after I've been laid off. (needless to say, I didn't.)
I'm the president of a small consulting company, and we have a simple policy on employee agreements like the IP agreement described above:
We don't have them.
No IP agreements. No non-competes. No non-solicitation of employees. No declaration of ownership of the employee's immortal soul. We'll request a standard protection of proprietary information form to protect our clients from wholesale theft of their trade secrets, but our employees could copy everything we do without penalty after they leave.
Why? Because having been on the opposite side of that piece of paper, I was always annoyed at a) how fundamentally heavy-handed and disrespectful of the employee they were and b) how useless they'd really be in the event that I chose to break them. Non-compete? Most courts won't enforce them. Non-solicitation? Fine, I'll just say that the employee came looking for me. If you treated your employees right, I probably wouldn't be able to lure them away anyway.
So I told my board of directors we weren't having any of that nonsense. I expected resistance, but was instead surprised that they all agreed with both my feelings and the approach. Sure, the company is somewhat vulnerable to an unethical employee leaving and screwing us over. But if the company is run correctly, that vulnerability (and the likelihood of someone exploiting it) is minimal, and I have the added power of watching my competitors quiver in fear and confusion when I hire the best people away from them because I start the relationship with trust and respect, not with lawyers and contracts.
Software Shouldn't Suck
E-mail: frank at jacquette dot spamless com (remove the spamless!)
(IANAL) The best approach to contract, IP agreement and other legal document negotiations is to simply modify the document to suit your desires. For each stricken section, addition, etc., read over your changes, then initial and date each individual change. Sign the result and send it along. Attempting to negotiate the conditions before negotiating the specific terms is more trouble than it's worth.
Simply making the changes unilaterally puts you in charge of the negotiations in the position of power. Inertia is now in your favour - the easiest thing for them to do is accept you on your terms, provided the terms are reasonable. If they disagree, it's up to them to counterpropose.
Of course, they could always say they're not willing to accept any changes to the terms, but you should not accept such terms unless you're desperate for a job and can't find anything better.
So, let me get this straight. He works his butt off, 1) writing code and 2) improving his "toolkit". He quits or gets laid off or even dies.
Depending on the IP agreement, John could own all his software he wrote at the place, *and* force the company to pay royalties to use the code. This would just about assure 100% job security, and a hefty paycheck to make sure you don't think about quitting...
In short, this little IP spat prevents a programmer from being paid what he's worth, based on his contribution to the company. What benefit does a company offer that offsets the stress of having to worry about intellectual property laws? And why does a programmer have to fight a legal battle alone?
I know this isn't a new topic, but why don't we have a Software Engineer union? We practice a trade that borders on art, where skill is a highly desirable attribute, but where skilled programmers are chased out by unskilled college graduates and foreigners willing to work for much less money. In any other market, this is unthinkable (think about scabs being beat up by striking truckers), so why do we allow it?
(besides the actual physical labor of having to hit somebody repeatedly, which would undoubtedly kill half of us)
Given an opinion that a bad NDA reflects poorly on the employer, I suggest someone might want to create a NDA.org with the idea of accumulating different companies' NDAs. They could be rated on a scale from good to horrid and people could vote on how much of a signing bonus to demand for the horrid ones. Perhaps the site could even get a copy of the M$ NDA.
Instead of signing the agreement, I sat down with the HR director and said I'd only sign it if they changed it to say that I retained rights to anything I did using my own equipment outside of company hours. They ran it thru their lawyer, and a few days later I had an amended version that had the changes I wanted. I didn't raise a huge stink over it, but I did make it known that not making the changes I wanted would be a deal-breaker. I'm glad they did -- it's a great company to work for. It helps that it's a small, family-owned & family-oriented company. If it was a big corporation, I doubt they would have capitulated so easily (but then, if it was a big corporation, I doubt I would have accepted the job offer in the first place)
Remember, everything is negotiable; particuarly in the current job market. If you've got the skills, there's no reason why you shouln't be writing your own ticket. If you don't have the skills, bite the bullet for a year or two until you do. Being a tech professional means that you have to devote a substantial portion of your "free" time building & polishing your skills; if you can't handle this, find another line of work.
Why is it that the proponents of "one nation under God" are so eager to get rid of "liberty and justice for all"?
Thus, if you add features to a product you GPLed, but you own the copyright for...well, if the company manages to snake the copyright from you...
IANAL, but this is how I understand it: as the copyright holder, you have exclusive rights to make derivative works. If, while you work for the company, you make a derivative work of your previous work, the company automatically owns the copyright to the derivative work. You consented to allow them to create it, and now they own it - as soon as it is "fixed in a medium." (That includes RAM.) So they don't actually "snake" the copyright from you - they lawfully own it automatically.
I got my Linux laptop at System76.
I agree with you in general, and I've found that the more demanding you are in looking for a job, the happier you'll be. However, I was offered a very similar agreement at one workplace. Fortunately, I had already been hired. Instead of flying into a rage and telling them to go to hell (first impulse) I responded with a list of modifications I wanted made to the agreement.
Predictably, the issue fell into a black hole and was never heard from again. This company was a lot of fun to work for - just because some overzealous lawyer came up with this slave agreement didn't say much about the company.
Of course, it's different when you deal with a big company that has a HR department and hiring procedures. Currently I contract through a reputable agency, and if the customer offered me anything to sign, I'd explain that my business relationship is with the agency, not them. I'm sure the agency has signed all kinds of NDA's, but they have lawyers to negotiate these things.
I signed something similar to this once while working for a gas station. As a cashier. As a result, Smith Oil is now legally the proud owner of some fairly inspired poetry. Morally and realistically they can bite me, of course. :)
I don't really understand these at all. The comment about this being the way the corporation creates a 'culture' is accurate. But what kind of moron, when given the ultimate power to sculpt such a thing turns around and deliberately backs everyone else involved into a corner? Of the three common reactions to this, none are all that desirable. If they cave completely (which I'm sure just does wonders for the creative process), you end up with someone more worried about rules than being useful or productive. If they take this as a rallying call of "everyone for themselves", you've just created all kinds of issues for the company and shot morale all to hell. If they agree, then just squirm out of it in whatever fashion is necessary behind your back, you've accomplished nothing. And all of 'em kill loyalty in a heartbeat. Nobody looks out for someone/something when it's been made abundantly clear that said individual or organization is already devoted to doing so at your expense.
Although there is some component to such an IP agreement that the company wants to own all that
you come up with when employed at the firm, another reason for incoming IP agreements is to
CTA (cover their ass's) when being sued by one of your former employer(s).
With this type of agreement in place, if a former employer sues the new employer for improper
acquisition of trade secrets, the new employer has a built in defense against punitive damages
by asserting that it didn't know you were carrying over trade secrets from your former
employer...
This way you get all the blame!
As for work done while employed, depending on where you live, there are quite a few restrictions
on what your employer has rights to. Basically, in the absence of a written agreement to the
contrary, for your employer to have rights to your ideas...
- Work must be done while employed.
- Work must be in area of business actively pursued by the company.
If you want to do some stuff on the side, in order to protect yourself...
1. Don't use employer's equipment (otherwize the argument could be made that you were employed,
even if it's on your own time)
2. Don't solicit customers who are current customers of your current employer (if they ask
you first fine, just don't solicit)
3. Don't solicit employees who are current employees of your current employer (if they ask
you first fine, just don't solicit). This includes asking for advice, consulting, etc...
4. Don't do side work with ideas related to what the company is also working on.
5. Quit before you do #2, #3, or #4
6. Write everything on the provided form, but give no details whatsoever, and get a signed copy
of the form... This preserves your rights to IP conceived before employment with their
acknowledgement. Turning the paper around and making them sign it let's them know you're
serious too... Also mention on the form that you have worked on proprietary stuff that cannot
be disclosed at this time, but you will inform the company if it starts working in that
area of any pending conflicts of interest. This give you a bit of wiggle room...
Also if you have any questions, don't sign anything before getting your concerns addressed in
writing... Managers and HR flunkies don't have any authority to modify these agreements so they
can't do anything in writing. You ususally need a VP or Officer to change anything so the
proprietary non-disclosure wiggle is a reasonable thing to assert if they give you any flack...
Assuming you want the Job you can:
a) just reword it, print it out and sign it. Don't lie about the fact that you change it, but just don't mention it. Often small word changes can make a big difference in meaning. See if they care to notice. I doubt they will ever read or sign it anyway. You won't get anywhere telling the company that the document which cost them tens of thousands of dollars to get carefully worded by high priced lawyers and a law firm is a piece of shit.
or
b) just sign it and don't alert them to any inventions. If you have something valuable, that isn't job related, then you can just quit when you are ready to make some money off of it. If they have no previous knowledge of your outside work, then there is no reason to change that. Most state courts will end up deciding this anyway and from what I hear they pretty much are fed up with these "agreements" being so rediculously one sided. If your outside work and job related work are similar in nature then you could have problems regardless.
Lastly, your outside work will only get noticed if you get published or somehow get public or industry attention. In which case just be careful to never publicly compare or link your outside work with your company's.
I work for a small education/game-design company, primarily as a programmer and tester. My experience may not be indicative, but it should at least illustrate that it's not impossible to find a workable solution. It should also be noted that this is a "student job", and so as not to elevate anyone's hopes too high, we are a very small, very unknown company. :)
Our company, which shall remain nameless, designs small games and instructional applications. The programs are usually small enough that one person can complete the initial development.
All "invention" prior to the date of employment is considered mine, and the company has no legal claim on it. The issue of improvements and future ownership is fairly moot; we're not paid to bring our projects to work.
All design done at work is owned by company, but the programmer does receive several benefits:
- A bonus for all material which is accepted.
- If the material is accepted, the designer is given the right to complete all documentation, meaning more work and job security.
- Since we do not sell the games per se, but rather the learning involved in their creation, we are allowed to distribute any material we create free of charge.
Hopefully this will provide some people with an idea of what can be found. When I worked for a local Internet provider, *any* code created was automagically property of the company, and we were not allowed to make unauthorized copies, even for personal use.
As with most situations, if you look around, you can usually find a good deal, after wading through a number of bad ones.
Cheers,
Jarett
Companies are going to put themselves at a serious disadvantage by doing this. There are too many bad techies in this industry, and too few really good ones.
Employees happy to sign agreements of this nature are likely to:
a) have nothing worth declaring - either they don't have much experience or they don't hack for fun - treating their techie job strictly as a 9-to-5;
b) lie, or hide the truth - ideal people to have around if a project starts going wrong;
c) be in real need of a job - let's face it, many people are, and many have families, etc, to support - and unable to get one anywhere else.
The very sort of people they want to attract are going to be the first people to be put off by a contract like this.
At the end of the day, companies who do this are going to lose their competitive advantage to those which don't - companies more likely to get the best employees.
Do these companies really know what they're doing with clauses like these, or do they just consider them part of a "standard" contract ?
My take is that was all about gratifying some egos at the top level of management, who evidently wanted submissive employees more than good ones.
He states that this is California law. I believe in California law, the vast majority of the agreement is unenforcable. As I understand it, they can only claim your work done using their equipment/resources regardless of what is in writing. IANAL
The only thing that you can do when you get this sort of agreement forced on you is to walk.
There are fairly standard employment agreements that cede rights to inventions that you make while working on a company's projects to the company. These are needed to protect the company from having you patent work that you did while in their employee. Anything more than this is shady business practice.
When you run into a company trying to do something like this you have to recognize that this company is not likely to treat it's employees with respect.
MOVE 'ZIG'.
Actually his opinion is (more or less) the law. Work you do on your own time is yours, regardless of what the IP agreement claims. And there is no reason you have to divulge any prior IP work, nor do you have to tell them about any projects you work on on your own time during your employment.
This is not an opinion, it is law. IP contracts that contradict this are illegal and unenforcable. I still would rather not sign something like this, because it would give grounds for a lawsuit to determine whether the agreement was enforcable, and whether you were in violation of it, and I like to avoid lawsuits.
Second, "wasting" time rewriting software you have done at home is not fucking the company, if it your job. If you hadn't already written it, you would have to do so on the companies time anyway. Now, if they want to accept the license you released your code under (including restrictions about licensing modifications), and not have you redo the work, that is fine, but if they don't, they are fucking themselves.
On the other hand, you DO owe it to your company to 1) make them aware if there is freely available code you can work from, rather than reimplementing something, whether you wrote it or not, and 2) to make sure they are aware of the ownership/licensing restrictions of any free software you choose to modify or redistribute as part of your job.
Now, an entirely different issue is non-compete agreements. If, while employed by a company, you choose to work on something substantially related to your job, you would need to verify that you weren't violating your non-compete agreement. Since most non-compete agreements only seem to deal with commercial competition, as long as you don't sell or otherwise profit from your work, I bet you could slip through that loophole, but I imagine companies will be catching on and filling that one in, as well Non-compete agreements do not cover work you did before joining the company, though, and do not grant ownership of anything to the company.
However, If I worked at the company and landed on a piece of code which was obvoisly licsensed under the GPL, whouldn't I have the right to release it and any extensions of it without the company's permission? And in this case, if I released the code myself, could the company stop it, since I have the right to re-distribute under the GPL?
If you used company resources (ie, your time) to modify a GPL program (written by you or someone else) without making it clear to you employer the restrictions placed on derived works, you are acting in bad faith. I believe the way this would work is that the company would still be bound by the GPL (since they don't own the code), but they could sue you for damages at least up to the value of the code they had to give away. Not sure on that, though.
" ...The problem is a lot of companies seem to think they own everything you do. Whether its on their time (where they are right in thinking so) or if you do it on your own time. (In which case they can kiss my arse because it's MINE noth theirs, as long as I have not stollen or used anything that's their IP)"
well, you can have them 'kiss your ass' all you like, but you are signing an agreement to the contrary. You are putting your name and reputation to a legal document. Are you suggesting that you are somehow above the law?
::I will not moderate my opinions for your stinking karma
It's apparent that our boy, John, has some "skillz"... and in NO way should he take shit from anybody. He's better off finding another job, which he can do. He's the one in demand. Know where you are and use that for leverage.
Mike Roberto
- GAIM: MicroBerto
Berto
Three years later, apparently someone noticed, and they sent me a memo, and a copy of the agreement, saying they couldn't find my signed agreement, and could I please send them a new one. Not surprisingly, I don't think I ever got around to it. ;-)
Of course, I left there after 5 years, but as far as I can tell, I could have gone on indefinitely without ever signing that silly piece of paper.
Basically, they can't sue you over it if they don't have a signed copy, and unless they're actually organized, they will figure that they lost it.
So don't complain about it, don't ask about it, just don't sign it.
- "History shows again and again how nature points out the folly of men" -- Blue Oyster Cult, 'Godzilla'
Seems to be the one here
i'm an mcse but i work as a java developer. MCSEs are dirt in the valley... cisco people laugh at them.. i never used my mcse skills hardly and i'm almost ashamed to say i'm one. Java developers (good ones make more than twice what an mcse makes) mb
I took two weeks of vacation and created a 'new and improved' version of those tools, at home and without having had any access to the source code of the originals. All I had were the reference guides which were publicly available. After those two weeks I had a fully working set of software.
After half a year the company accepted my tools as the standard and they replaced the original ones with mine. I have maintained the software for another three years, mainly during normal working hours. I no longer work for that company, but I'm wondering if I have any rights to that software, or maybe if I can use the source code of everything I created in the first two weeks... Any comment?!?
To Terminate, or not to Terminate, that's the question - SCSIROB
If I understand the GPL correctly, one could avoid this hassle completely by released all of one's inventions via the GPL before signing. Thus, any further developements in the "inventions" you've already written, would have to be GPLed as well or else the company would risk copyright infringement. Would that work?
-- Political fascism requires a Fuhrer.
I was in the exact same situation a couple of years ago with, of all things, a company that made a Linux distribution. I, too, checked out the CLC since the IP agreement said that that article gave the only grounds for exemption. I, too, thought that was pretty clear text and couldn't think of anything that might cause hassles later on.
Unfortunately, I got to see where I'd been outsmarted by the legal gibbons a couple of months later. There was a question about a very small, simple perl script an intern had written and wanted to take with him back to school by GPL'ing it. The CEO said, "No. That's 'software', we are a 'software company', and therefore it relates to our business and isn't exempt... hand it over."
After some discussions, I found out that the company would lay claim to _any_ software you wrote (even if it was for BSD, Windows, or whatever) because they wanted to increase the amount of IP the company held. They'd found a loophole in the "on your own dime, on your own time" clause in the CLC and made it clear that they were going to exploit it in even trivial cases. And since you weren't covered by the CLC exemption, you had to hand over the copyright to the company.. which meant that even if you did GPL it, they could close it back up.
Although I could understand this as a normal corporate policy, I couldn't reconcile it with the fact we were essentially a company making money off of free software and had an obligation to the community to contribute back. This seemed more like the actions of group of folks interested more in "snatch'n'grab" rather than helping advance the ideals of Linux and free software in general.
Any rate, I decided to walk out, find a new job, and made sure that the next time I assigned an IP agreement (which I have found kind of hard to avoid in this biddness) I listed everything (even if they were just ideas) that had popped into my head during my time between jobs and that I could remember from my college years.
Currently (4:51pm CST) there's no link to the full story about the IP agreement.
Personally, I'd just walk away from the kind of employer that wants to dominate and control outside of working hours.
In the long run they're going to find that anyone worth their salt will do the same, and those that do sign haven't got much to offer.
Steve
> If they think I'm going to hand over code that
> I developed for use in their projects without
> compensation to me, regardless of license -
> then forget it.
If you developed code prior to being an employee, you have every right to be compensated for it, and I don't think any reputable company would ask you to donate it if you press the point in the slightest.
That is, in fact, why you are asked to identify prior inventions before you are offered employment. When you identify your IP, you are drawing a clear demarcation of what you worked on before you were an employee.
Once you become an employee, the situation is different. In most cases, anything you work on after becoming an employee belongs to the company. If your personal projects are completely unrelated to your job duties, then you can request that the company release it's rights to that work (usually granted, although there may be restrictions). If your personal project is related to your job work, then you probably won't get that release. If this situation is not acceptable to you, then don't become an employee there.
You might not like it, but think about it. If your job is to work on a mail list manager and you have access to proprietary techniques that your employer has developed in handling mail lists, then it's easy to see how your boss might not appreciate you applying those techniques to a personal project. If your job were to *develop* those proprietary techniques, then you may feel frustrated that you can't apply them freely, but that's part of the gig.
This is particularly messy when you have developed high proficiency in a particular area, either on your own or under somebody else's employ. That area is now the best thing to hire you for, but the one with the most complications.
David Fung
Think very carefully before signing an agreement. It's not fair that something that you've worked on suddenly becomes somone elses property because you thought of an improvement. The last 2 employee agreements that I have signed had specifics ideas inventions and previous clients listed that were NOT covered by the agreement. This protected things that I was working on that had NOTHING to do with my employer. As an employee you should insist an a fair agreeement. If they want you bad enough they will bend.
"Science is about ego as much as it is about discovery and truth " - I said it, so sue me.
I think my strategy would to be to say that my inventions are many and varied but I can't tell you what they are without violating prior IP agreements. Kinda using their silly scheme against them.
There are two kinds of intellectual property to consider here. One is the company's plans and specifications that motivate the programmer's development effort on the job. The other is the programmer's own knowledge and skills. These are his stock in trade. He brings his toolkit along when he takes a job, and he takes it with him when he departs.
A programmer knows how to do a certain number of things. He learns as he works. Whether he works at home or on the job, it's likely that he will find similar solutions for similar problems. It's a two-way street. He may use a technique he learned at work in his code at home, or he may take to work an idea that came to him as he was lying awake in bed at night. It would be very difficult to draw an arbitrary line and say, "I did this entirely at work," or "This I did entirely at home."
The best you can do is to say that something that was developed at the company on behalf of the company on company time using company tools belongs to the company. Similarly, code written at home using the programmer's own time, resources and initiative belongs to him. One can stipulate that there may be gray hazy situations in between, but given the tone of this discussion it probably behooves the programmer to try and keep it black or white.
I would assert that the programmer does not have the right to use his company's IP to develop, on his own time, a competing product. He does not have the right to use copyrighted company source code in his private projects. But neither does the company have the right to expropriate the results of the programmer's independent labor. That amounts to involuntary servitude on the part of the programmer. Given the attitude in this country toward slavery, the programmer should have a legal leg to stand on even if he knowingly or unknowingly signed away rights to his work in an employment contract. We all have reasonable expectations of being able to exercise our skills on our own behalf, and to benefit from the fruits of our labor, irrespective of our state of employment.
If they think I'm going to hand over code that I developed for use in their projects without compensation to me, regardless of license - then forget it. Because - if I can't do the reverse, that's hardly an equitable arrangement.
They would pay me to write code for them, and them only. Well, why shouldn't I have the same policy and keep them both separate?
Granted, this doesn't take advantage of re-usable code and modularity - but it beats giving up the rights to MY code.
Is developing software in a particular language "a branch of engineering"? Yep. Is the poster trained and/or employed in developing software in a particular language. Sounds like it to me. Your point? -- Joe Computer Engineer (BSCE UNM '95)
Why is it that the proponents of "one nation under God" are so eager to get rid of "liberty and justice for all"?
The full story is here
give me all your garmonbozia
I had been working for a contracting/consulting firm for 9 years when I (amongst others) were notified that there would be an updated "employee agreement" (quotes used to express irony and sarcasm) that would be the basis for continued employment.
I expected a reasonable document that I could sign without concern, but that wasn't to be the case. This contract was a real masterwork (more sarcasm :)
Basically, the document was extremely broadly worded, and contained an unusually broad non-compete clause that could have greatly limited my professional opportunities. Also put in jeopardy could be any projects that I had worked on during the almost 15 years of my technical college studies (B.S. through post-grad), and ideas that I had been working on for publication, due to the extremely nebulously worded clauses of the contract concerning intellectual property and items that the company would find of interest. Similarly, I would have been expected to disclose any inventions that I had an interest in planning or developing. I am keeping this short, but the terms were potentially punishing. There were many unusual and broadly worded clauses. I would have to depend upon their kindnesses that their intent would not be malicious.
In short order, I let my immediate boss know that a "grievous error" had been made. He got back to me shortly thereafter to let me know that we should be able to work things out. I was also informed verbally later that the company did not intend to fire me over this document.
Over a roughly six-month period, I spent an enormous amount of time reviewing this document. I briefly spoke with an attorney, spoke with co-workers, and studied this document silly. A number of sessions were held where others or I discussed with management our concerns regarding this document, and I was assured that we could come up with something that I could sign. I would have rather had grandfathered the original, reasonable non-disclosure agreement that I signed upon accepting employment, but that wasn't acceptable to the powers that were. The changes that were being made did not approach anything that I would find acceptable.
Eventually, I was informed that anyone not signing would "hazard" certain benefits. A stock-options benefit would not be granted to anyone not signing.
So, the situation went over several months to my receiving an unacceptable agreement as terms of employment, to being kind-of-told that I wouldn't be fired if I didn't sign, to being told that I could stay as an employee, but would sacrifice certain benefits. This was becoming simply ludicrous.
I eventually told management that I had wasted too much time and effort on matters associated with this document, and wouldn't consider or discuss it further.
When I received the original "agreement," my resume went out to several companies immediately; I didn't know if I would have a job in as little as two weeks. As a result of my resume going out, I did speak with a number of firms, and receive a job offer (about 6 months later) that was desirable and that I chose to accept. I did cite my primary reason for quitting my job as the severity and poor handling of the employee contracts. Congratulations, they managed to push me out. I guess experienced information security specialists are easy to find (elsewhere) and retain :)
A few pointers from my experience :
If you feel that negotiations are a pushing-uphill experience, look elsewhere. There is a reason things aren't moving smoothly.
If a company's representative (especially HR) tells you that this sort of document is for your own good, run.
If a company has representatives telling you that this is fair, while other company representatives tell you that their document is not fair, but exists to protect their interests, run like hell.
Don't believe everything that their lawyers or people tell you. Get your own lawyer if necessary, and if possible, one who specializes in IP. He (or she) will know the games and intentions...
Before formally accepting a job, ask to be sent copies of their employee and IP contracts. Don't just show up for your first day at work, after you have quit your previous job, just to be hit with a contract that you might not be prepared for. If the wording is at all ambiguous, there is a fundamental problem... It may be ambiguous to afford them protections and make their actions and property-owning options as broad as possible.
You might wish to consider signing a broad contract if the company really makes it worth your while. Know what your price is, but know that you don't want to forsake your future, either.
I believe that IP will be of increasing concern to all technologists, especially those who work on their own projects or ideas, or are aggressively involved in academic study.
Don't try to play language-lawyer with these documents. If you are unsure as to the meaning, a corporate rep will be happy to explain anything to you in nice, sun-shiny terms. It is also possible to very easily misinterpret the legality or unenforceability of any clause. An intellectual property lawyer can tell you where you really stand. Also note that you can expect that if your company is headquartered in another state, that you may expect actions to be filed against you in that state should the company try to take action against you. Even if their hand is weak, they can cause a very real headache.
I think that in highly creative areas involving the use of technology, IP will be a key issue. I have e-mailed someone at 2600 magazine, and would like to see an Intellectual Property panel (or at least a panel with a discussion of IP issues represented) at the next HOPE (Hackers on Planet Earth) conference. I think that in security and technology, many people will have to get aware of what's involved with these contracts before they risk finding out the hardway. I also plan to propose something similar for Defcon in 2002.
A resource :
The IEEE (Institute for Electrical and Electronics Engineers) has an intellectual property committee whose web address follows : http://www.ieeeusa.org/committees/ipc/ Amongst its interests, is taking action to seek laws limiting the extent to which IP agreements can intrude on the IP rights of engineers and others. This site also has valuable information on IP.
Sam Nitzberg
sam@iamsam.com
http://www.iamsam.com
If I have created a Linux distro, and join a company, is this an invention? What qualifies as an invention?
Of course, I'm also the guy that turned down a job offer because they wanted me to get a haircut. I just can't stand to work in any sort of environment that doesn't value the individual.
There are several things about the question: "Could you get a haircut?".
First, they are indirectly asking you if you'd be willing to conform on little things to the company culture. It can very well be that "Sure, if you really, really want to" is a valid answer, and that actually getting the haircut is not required.
I'm told that you'd end up getting the haircut anyway 6 to 12 months later, but that is NOT because your boss asks you to.
On the other hand, it is an indication of the kind of company culture that they have. And you're right that you can take it as a warning.
Just my two cents.
Roger.
If you read his post, you would have noticed he said 4+ years, totalling $100,000+. This is not an unreasonable number, if you consider possible out-of-state fees (8-10K or more), private school tuition (at least 15K), room and board (about 5K+ those are usually included in the cost). 100K doesn't seem so small now, does it...
You're right, thanks for correcting my 'addition posted as correction'.
I found this quote in Dutch, translated from Chinese, and reproduced it in English. Not the best way to achieve accuracy, too. But you improved my (future) 'correctness' and use of the English language, which is appreciated !)
...a fact which for the sake of a quiet life most people tend to ignore ~H2G2
Of course, this would have to be enforced by national law, but I really think it is the fairest solution, and will also help boost innovation and hence the economy.
People are always more inventive when they are working for their own gain - IP agreements like this are removing huge pools of innovators and discouraging them. It is a tragedy.
--
Clarity does not require the absence of impurities,
/* And you'll never guess what the dog had */
/* in its mouth... */
--Larry Wall in stab.c from perl
Yeah, that's the explanation we should expect. It probably is largely true, too. The problem is, one constant of human nature is the urge to exploit, particularly in business relationships. If the potential for abuse is present in the agreement, it only takes the right circumstances before it will be abused. I suppose that nothing I do will be important enough for a company in this age to take that initiative, but that doesn't make me like the idea any better.
Taking stuff apart since 1969 (TM)
I do agree that making a competing product while working for a company isn't a good idea, and that's probably what you signed when starting for the company. I don't have any beef with that.
But, as soon as I quit that company I can do as I choose. Else I'm effectively hindered from earning money on what I know, and can do. If I create something from scratch doing the same as my former employer's software is doing, they don't have any legal right (at least not in Norway, thank god) to hinder me from doing that, because if they did, I wouldn't have any value whatsoever for future employers.
That wasn't very well written at all, was it? Before answering, I don't mean that you should steal anything from your employer which is protected by any laws. OTOH, the employer can't ban you from making competing products/solutions after you've quit your job with them. Then you should be a free man, free to earn money on your expertise.
--
The Speedy Viking
http://zez.org/
The Speedy Viking
yerricde writes: ...go back to school for four more years (at a cost of USD $100,000+)...
How the heck can you get a cost of $100k/year for higher education. Lets break this down. Say, $20k/year for living expenses, that still gives you $80k for tuition, books, etc. Hell, I did it for a lot less ($10k/year + $5k grants (covered tuition and books)) when I was going to college, without going into debt, by choosing my school wisely and living like a pauper. Education isn't cheap in the US, but it isn't that expensive.
The reality of these agreements is far, far from their apparent legal intent. The reality is that companies who are concerned about IP in this way ant just one thing in practice: to maximize their ability to have an apparently solid basis for lawsuits, in order to be able to gain injunctions and other "remedies" against parties which are capable of competing with them. On the surface, this might seem reasonable, but in practice, such claims are often very unsound, and could often be successfully challenged in court. However, employees and ex-employees typically do not have the financial and legal resources to fight such cases. As a result, what companies really gain by these agreements is a strategic edge in the game of "my overall legal position is stronger than yours", which allows them to bully ex-employees into not doing anything even remotely close to competing with them, and in some cases not even pursuing ideas that the employee had prior to joining that company.
Also, as to your assertion that most of what programmers do doesn't qualify as "invention", try telling that to the Patent Office! Unfortunately, the legal environment is currently such that you can get a patent for many, many things that to any reasonable person, should not qualify as an invention. As such, it is dangerous to sign away rights when in fact, your dumb idea about using a single button-click to place an order on a website could in fact be incredibly valuable IP, in this distorted Kafkaesque world of VC-funded rich thugs with lawyers.
Rule 2: Not all people are good at all things.
Rule 3: Clint Eastwood said "A man's got to know his limitations".
Get expert advice if it's important. If you're installing a switch in a network, you'll ask an expert. I have a CPA I trust to do my taxes, I have an auto mechanic I trust not to gouge me when fixing my cars, I have an agent for my book cotnract negotiations, I have an attorney I trust to have my interests in mind when I ask for advice because I'm not as good at what they do as they are, and I acknowledge that.
If you're signing a legal document, get advice from a lawyer. If they won't let you get legal advice before signing (as in claiming the document is "company proprietary" or some similar excuse, they may well be sneaking something into the document you wouldn't like.
When a company was trying to hire me a short while back, I was handed a several-page IP agreement at a company that wanted me, that required me to list everything I'd ever done, and that any innovations, to prior work or not, done during my time of employment, whether on or off worktime, belonged to the company. Their attitude (it was a small and privately owned, but very well known Java development shop) was they'd "been burned" in a previous business by one of their guys leaving & stealing everything, so they were just protecting themselves. This agreement was significantly farther-reaching than I felt comfortable with, and was one of the several reasons I became convinced I was dealing with untrustworthy and unethical people - we parted ways shortly thereafter.
One thing I have found is that many corporations tend to avoid wanting to hire or do business with those who have a strong knowledge of their rights and the laws regarding those rights. Part of that is fear they will be sued, even if improperly. I recall the case from California of the lawyer who was denied the right to purchase a condominium (I believe it was) simply because he was a lawyer, and that lawyers tend to sue the sellers (who probably are also lawyers) more than the average person would.
Part of the problem is poorly written law. There are many cases of improper lawsuits. But there are also many cases where proper lawsuits get tossed out because the law doesn't allow them (legally tossed out, but not right). OTOH, legislaters tend to dislike being too specific when they write law. I tend to think they are mostly incompetent at writing law.
Anyway, showing your knowledge of law and rights could very well be a turn off to employers and corporations. But then, they do tend to see most people as suckers. Maybe if you become and independent corp-to-corp contractor, you'd be in a better position to negotiate these things, and on your own terms. Just wondering.
now we need to go OSS in diesel cars
My current employment agreement gives all my work to my employer: this is fine by me... I'm expected to be working for the firm's benefit whenever I write commercial code, and the firm compensates me very well for this. I'll consult the firm's lawyers before I release any GPL code.
My previous employment agreement said something like: "I warrant myself to be an expert in the following specific areas. I'll work on your stuff full-time. If I leave, I keep my brain contents, I take no physical stuff. I'm an expert, I've thought about most things: if you have a specific idea, I'll sign a non-disclosure concerning it. If your idea was already published, I'm free to reuse it."
At my first job, management tried to make everyone sign their invention rights away "in exchange for future compensation and employment." I refused to sign: when the president eventually demanded I sign, I pointed out that he could fire me without cause anyway: fire me or go away. I never heard anything about it again.
Don't be afraid to explain that you know about a lot of stuff, and will continue to learn more. A lawyer wouldn't sign over the rights to her incremental general knowledge gained for working on a specific case. Why should they expect you to? Note that this is not the same as specific knowledge about the case: this is a reasonable area for non-disclosure.
All Your Inventions Are Belong To Us!!!
You can start your own company
How? What if the only field in which you are trained relies on a standard encumbered by patents, and your competitors refuse to license? What if the only field in which you are trained requires an eight-figure investment just to get started? Would you go back to school for four more years (at a cost of USD $100,000+) just to get a job?
All your hallucinogen are belong to us.
Will I retire or break 10K?
Denying the right to seek legal counsel about a legal document they want you to sign is probably illegal. I would go to an attourney immediately and see if anyting can be done against them.
All Your Invention Are Belong To Us
All your hallucinogen are belong to us.
Will I retire or break 10K?
"If, at any time, the employer wishes to usurp the inventions of the employee, and wishes to exploit the revenues secured by said invention of said employee, then the employee is entitled to three (3) swings at the CEO with a Louisville Slugger or a Rawlings Pro-Core. No aluminum bats shall be used in the swinging process."
"Ancillary does not mean you get to rule the world." --U.S. Circuit Judge Harry Edwards, speaking to the FCC's lawyer
This is what (mindless) competition does in the marketplace. Companies are like countries at war. These businesses are fighting over who gets to supply a limited marketplace with (near identical?) products. Staff that leave one company and try to work at another in the same industry are treated like traitors. This can not be good for society.
--
Clearly, a company needs to own all of the source code behind their product. They can't worry about a disgruntled ex-employee suddenly demanding that they pay royalties for 'his code' or any other things that might pop up.
If 'his code' is licensed under X11, BSD, or Lesser GPL terms, such a license is irrevocable, and the "submarine" tactic you're proposing is not possible.
All your hallucinogen are belong to us.
Will I retire or break 10K?
I've actually had to think about these issues quite a bit lately, for reasons I'm not comfortable disclosing, so I have a few observations that others might find interesting:
In short, then, you can often win a battle over an invention but still end up losing the war. If you think you might ever want to work on something on your own that is in any way related to what you do at your job, make damn sure you know exactly where you stand with regard to these issues.
Slashdot - News for Herds. Stuff that Splatters.
So, every time my company wants to make me sign a piece of paper, I should go pay $250 to some lawyer so he can look at it and call me back in two weeks? I'm sorry, but when people say, "ask a lawyer", it's not just like calling up the helpdesk to get the address of the local DHCP server. There are so many pitfalls in "getting a lawyer" it's not even funny. Calling a random lawyer out of the yellow pages is about as successful as calling a random MCSE to come in and fix your network.
- You don't have to redevelop it on company time, which directly saves cost
- If any bug is found in the GPL'ed version, you can fix that in the company's version too, before it can cause problems there
But what would the legal implication of such reuse be? Would it still stay "your" code (i.e. do you still have the right to freely distribute it/use it at your next employer)? Is there any such thing as "shared ownership" for these kinds of situations, i.e. both the company and you would have an unrestrictive, non-exclusive license to the code:Say no to software patents.
I would fill you in with facts, such as the fact that most states nowdays have laws prohibiting closed shops and forced strikes, etc., but obviously your mind is already made up. I just wish you'd cite sources for your right-wing propoganda, instead of doing a Rush Limbaugh and just pulling them out of your ass.
It is bizarre that it's okay for investors to get together into a group and form an association called a "company", with all the aggregation of power and money that this implies, but it's not okay for workers to get together and form an association called a "union". It seems to me that freedom of association is one of the more vital rights granted by our Constitution. If you dislike the behavior of some of these associations, well, I dislike the behavior of some of our major corporations too, such as Intel's habit of firing anybody over age 40 because they're "too expensive and too old" (note that age discrimination laws do NOT apply to 40-year-olds, they're violating no laws, but that does not mean it's ethical or right), and Nike's bad habit of contracting with companies that use slave labor or child labor to build shoes.
-Eric
Send mail here if you want to reach me.
Yes, but if you read the language of the CA code, that Perl script /does/ in fact fall squarely within what is allowed to be "signed away", unfortunately. For the following combination of reasons:
However, this does not change what I noted above - that if you write it entirely on your own time, using only your own resources, and not using trade secrets of your employer; it's yours, no matter what. Believe it or not, this isn't necessarily true in other states.
The other interesting tactic I've tried in the past is the pay to play tactic - add a clause that says they can stop me working for anybody if they pay me to stay at home (the same package inc stock and bennies that I'm being offered). Giving them this option wih say 7 days to excercise it from being notified of my intent to work for XYZ corp kept at least on employer happy (I got paid for 12 months "garden leave" - when I left :-)
On the flip side I had a situation where we needed to close VC funding and the lawyers for the money said we had to have IP agreements with everybody before they'd ink the deal - one of my contractors (not even a full time guy) wouldn't sign the agremment - I had to fire him. It wasn't even a particularly bad agreement (it was about as strong as is actually enforcable in Califronia which is to say not very).
Never underestimate the bandwidth of a truck load of tapes
do you have the right to include *any* gpl'd code in a company project? have you read the GPL through yet? If you bury gpl'd code in a closed lic. project, you can get yer ass busted both by the company and by the GPL zealots. or rather, the GPLZs will hassle your company. The typical tactic for that is whining about it on slashdot. hey!- full circle!
When it came right down to it, my list of "inventions" looked pretty meager. These "inventions" are not really inventions at all, but rather extensions and adaptations of publicly available software. Using the word "invention" to refer to such extensions is unfortunate; it is an attempt to impose an ownership structure onto software ideas, and contradicts my experience of how software development really works.
One of your civil rights is the right to practice your trade, unless you are breaking the law while doing it. Just because a stupid law comes up that interferes with your trade, doesn't mean your rights aren't being violated either.
Just because corporations would like to change the way most software gets developed does not mean they can hamper the intellectual inquiries of individual software developers in order to glean off every iota of their creativity.
Not free speech case- civil rights case. Try litigation under this approach. Or, does anyone know if such civil rights approaches have worked with intellectual property cases?
Goat sex free since 2001
You should have done a better job using your leverage. You should have gone through with the interview and then let him decide if he wanted to have you as an employee. At that point, you would have greater negotiating power, and may have been able to convince him that he should hire you with a modified NDA.
Software sucks. Open Source sucks less.
I would like to see the IP agreement
"Exclusive" means you are the only one having this right. Which is not the case if you released the work under the GPL: any Joe can download your code and make derivative works of it... as long that work complies to the GPL. So, even if the company forces you to sign over all copyrights, they cannot "unfree" existing versions of the software. The only thing they can do is prevent you from releasing new versions under the GPL, but any other author can take your last free version, and fork the code! Conceivably, you yourself could even pick up at your last free version after you left the company.
Say no to software patents.
(a big consulting firm, btw), they sent me a form letter reminding me that any "inventions, novel ideas, recipes, designs, concepts and business models" I had developed during my time there belonged to them, and that they would protect their property yadeyadeyade.
I wrote back and said I had come up with a pretty cool recipe for chocolate cake, and the only novel ideas I had developed involved Irene in accounting; I had come up with a business model for a company that doesn't treat its staff like thieves, and my designs could be found on the borders of the notes of the interminable meetings I had forced to sit through. It wasn't very mature, but it made me feel a bit better....
Oh, and Irene from accounting actually emailed me 2 days later.
P
It's all very well in practice, but it will never work in theory.
Wait wait... Knowing M$, wouldn't they release their NDA, and just about everything else that's important, under the NDA? ::gasp:: use something from Microsoft for free that MS wasn't offering for free.
Or does their NDA say something like "can not reproduce protected works nor this document?" Is that possible?
And if the NDA is up for free reproduction, wouldn't that seem to be going against M$'s proprietary nature? Because then somebody could do a GPL-ish thing and modify the licence to apply to them and not M$, turn around, and
Knots
Ok, Ok, so I need to get a life.
Anarchy$ dd if=/dev/random of=~/.signature bs=120 count=1
Don't Java Engineers work at Starbucks?
Contracts are not all "lawful". Just because it's in a contract doesn't mean it can be enforced. There's a lot of bogus contracts out there that wouldn't stand a chance if taken into a courtroom.
As it happens, I once worked for a company that asked for an invention-assignment agreement I didn't care for, but they just gave it to me in the pile of paperwork you get your first day: insurance forms, next-of-kin, whatnot---``Just fill these out and return them in the next few days.''
Well, somehow, that one didn't make it back to HR. Nothing said about it until about four years (!) later when an audit of employee files turned up the fact they had no signed agreement in mine. They just sent along a copy and asked for me to sign and return it. I ignored it, too, and heard nothing more in the two years I continued work there before changing jobs.
Of course, YMMV. :-), but I'm under the impression that most HR offices are no more clueful than they were.
I refuse to believe corporations are people until Texas executes one. -- desert rain on http://www.dailykos.com/user/
"No action can be taken against a sovereign in the non-constitutional courts of either the United states or the state courts and any such action is considered the crime of Barratry. Barratry is an offense at common law."
State vs Batson, 17 S.E. 2d 511, 512, 513.
Be an indentured servant no more!
Ignorance is not a valid defense.
So these musicians are crying "wah! big evil corporation made me sign a contract and now I'm getting screwed"
Read the fine print, and if you don't like it, don't sign it. If the deal sounds too good to be true, it probably is. Buyer beware, etc. . .
These are my friends, See how they glisten. See this one shine, how he smiles in the light.
I just recently signed a pretty much identical agreement at my company.
Why? Because I live and work in California; and the agreement also specifically quoted this section of the California Labor Code:
IANAL, but the langauge seems simple enough to me: If I didn't use any "trade secrets" of my employer's, didn't use any of their resources to invent it, and it didn't result from something I did for them (was paid to do) - they don't have the right to it - even if I sign a statement saying they do.
I've faced exactly this situation. I believe I may have a solution..
Before I begin work and sign at a new company, I assign all property rights to my Mother. Yup, good ole Mom.
So on paper, she has an *exclusive* license to the property. She can license, sell, assign, etc atany time. I can't sell my own code without herpermission. However, I can revoke her license to these properties at any time, but only in writing.
This agreement includes a very broad disclosure of 'properties of interest'. The 'properties' range from mere ideas to actual programs. Obviously, these sorts of disclosures and contracts should never contain trade secret info.
This agreement came up 6 months into my employment with a certain large and litigious e-commerce company.
A few months before I started working, I documented a decent internet business idea. BTW, I get paid for engineering, not business ideas.
Six months into my employment, I went up the channels to see if we could make use of this idea.
Of course, I ended up in legal.
They weren't very cooperative, mainly because they they thought they had me by the balls. They basically wanted me to just give them the idea (since I "couldn't do anything else with it anyway")..
Knowing that wasn't going to happen and that the discussion was going to go nowhere, I told them that I'd already assigned all rights to the idea to my Mom for safe keeping prior to my start date.
And she could sell to anyone.
At that point, the VP of legal became very aggitated and asked her patent clerk/ip-guy if he knew anything about that. He did not. They decided that they were 'very exposed' and ended the meeting. They didn't really want to talk to me much after that.
I just hope my Mom doesn't have another rummage sale..
Are there any attorneys who would like to comment on such agreements?
Thanks,
Legal Hack
freelunch@hotmail.com
Let me guess - Amazon?
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If you think big enough, you'll never have to do it.
Depends on exactly how it is included, and what the company does with it. Included a piece of GPL'ed code in company software, then releasing that software to the world as a binary-only product is a no-no. It is ok in the following cases:
- if it is purely for in-house use.
- If source is relased.
- If the GPL'ed program is included in its entirety as a separate unit, without any modifications. For instance, if you supply a Java Application Server running on Unix, you are free to include bash in its distribution to faciliate running the install scripts. However, you cannot rip out pieces of bash, and incorporate them into the application server executable itself. Likewise, you may link your app against LGPL'ed libraries.
Everything is ok if it is your own code (even a binary-only distribution), in that case you just grant your company a different license (as the author, you have the right to distribute your code under any license you see fit, even conflicting ones). Conceivably, you could release the same code under GPL, BSD and a proprietary license. You are the author, you can release your code under whichever terms you want. However, somebody who is not the author may have trouble combining two pieces together if one is GPL (mandatory source disclosure) and the other is proprietary (NDA forbids source disclosure).Say no to software patents.
Speaking as someone who DOES have an engineering degree, I do find it mildly annoying that just about anyone can call themselves an "engineer" without the credentials to back them up. (particuarly when the "engineer" part is prefixed with "microsoft certified") But it's only a mild annoyance -- anyone with half a clue can tell the difference between a real engineer and a wannabe. Titles are only good for impressing the clueless.
Why is it that the proponents of "one nation under God" are so eager to get rid of "liberty and justice for all"?
Just because you created a program to manage a linked list doesn't qualify it as an invention unless your implementation was sufficiently novel that you could patent it (and then demand license fees from others to use it). Are you not a regular /. reader? You can't swing a cat without hitting a moronic patent' story nowadays. If that's the definition of an invention, then Novalogic invented voxels.
I bet you voted for McCarthy, dintcha??
Free speech is free speech. You most certainly ARE for political correctness, and my guess is you don't really understand the US Constitution whatsoever.
If a potential employer wants any rights in anything you do that is not done on their time and won't remove such a clause, then you need to Run Away, Run Away!. Even if they do remove it for you, you might be working with other people for whom they have not. Even then it could be a very bad situation.
I do think an employer has a right to make sure you are not stealing their ideas (including those they have paid you to create for them) for your own private benefit. A mechanism for them to be confident you are not doing that is something you and they will have to agree on. Be sure to agree on it in advance. Maybe sure your entire agreement is concluded all at once as they may no longer be interested once you have agreed to their terms and are trying to negotiate your terms afterwards.
And, BTW, IANAL, though I do have one. You have to get your own.
now we need to go OSS in diesel cars
My current employer wanted me to sign a contract which included an IP agreement. A few things looked fishy so I sent it to an attorney. He tore it to pieces. Basically it was full of clauses which gave the company ownership of anything I develop during my employment, regardless of scope and whether or not I developed it on my own time. Technically it would have given them ownership of any music I write (I develop web software when I'm not composing). There was also a ridiculous non-compete clause with a several year term following termination of employment and a clause which said that if the company sues me for breach of the non-compete, and a judge throws out their suit, I still have to pay them half of any revenues generated by my alleged breach. By the time I got done fighting with the employer's legal department the contract had doubled in length and I got all kinds of stuff added to protect me. They still use the same standard contract for new hires, even though most of the techies who are asked to sign it refuse to do so without modification.
Good for you, John. Companies love IP far more than they love IP. It takes a few talented people to deny them as an employer to make them realize that their highering practices are unfair. I bet other companies would love to hear about improved inventions that are used by this company but were funded by some other company. This would also be a good way to get quick access to what your competitors are doing without paging through the patent filings. I wonder, though, if this was a University. This kind of IP zealousy smells of university IP rules. (Although the prior reporting, I've never seen before) -Moondog