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Countering IP Agreements?
Ghettoimp asks: "I'm a grad student considering an offer for a summer internship with a large software company. The offer is appealing but has a horrible IP agreement which gives them the rights to work I create while I'm there, *and* rights to work I've created in the past. I proposed a counter-agreement but it seems quite clear that the terms are non-negotiable, and I have little reason to believe that this situation is different anywhere else that would be interested in hiring me (e.g., defense contractors, research labs). The agreement does let me list explicit items to exclude from this, and gives me space for four items. I am thinking about instead attaching a list of every program I have ever worked on at all. I know this won't give me any control over what I work on while I'm there, but could this be a viable strategy for keeping ownership of the programs I have already written? I just want to know that I will be able to use, distribute, and talk about my own work in the future without worrying about some ridiculous lawsuit."
The offer is appealing but has a horrible IP agreement which gives them the rights to work I create while I'm there, *and* rights to work I've created in the past.
Well, that's plumb crazy, and possibly unenforceable too.
In any event the answer is obvious. Get to a real lawyer! That's who can tell you how to protect yourself in a sensible manner.
Why oh why do people have such a hard time paying a few hundred bucks to a lawyer in circumstances where they could possibly suffer thousands of dollars in damage?
Three Squirrels
put a 'mother' project on the list of excluded items(like, if you've published the stuff on some website put that as the single piece of work on it). it's not like you're going to list every piece of .h and .cpp anyways.
and ask them if they will pay or not you for getting those preciousss projects of yours under their control.
but.. if you're in a region where that is the norm.. well, you're kind of screwed. but try to screw them a bit back. I'd be more worried about what the agreement says about what you're allowed to do AFTER you move on from that place.
world was created 5 seconds before this post as it is.
To give them the right of your old work isn't appealing at all.
I guess it's a legal agreement, but I strongly encourage anyone to boycott companies like that.
Are they claiming ownership over your past work or just protecting themselves from a future ip claim of yours if you reuse code you have already written while working there? Does the contract grant them ownership or just a perpetual non-exclusive right to use and distribute it?
Basicly, if someone has a dragonian IP policy, then it sounds pretty likely that they might have other dragonian policies hiding somewhere, and working for them might not be as much fun as it might sound like.
I would definitely run, but it's against my policy to advice others, so do as you see fit. :)
Software should be free as in speech, but if we also get some free beer, all the better.
All works started prior to signing this contract.
All works not directly arising from work directed and requested under this contract.
Any opening in a contract is room enough to completely undo it.
Do what I do. Get someone else to scribble something in the signature part and wherever your name has to be printed. To top it off, have someone else put it in interoffice mail or just drop it on a desk so you have no ties to the "signed" document.
Or type your own document and format it to look the same. Except for the title and the first sentence or two, just make it legal-sounding gibberish. Then sign that.
If it's like our company, the HR person won't even look at it, it'll just go in your file, and you'll get a checkmark for that task.
The last time we had a round of that at work, about 1/3rd of us refused to sign and they never pursued it.
When I first entered the world of development, I signed an 'all your base' contract. I did not have that much meaningful code so it was easy to list the important prior art. What I missed was all those AD&D and MUD programs I wrote up.... but a contract is a contract. I contacted the legal department and ask them for a template statement indicating their IP ownership to add an updated build license, and what source repository I should check in the newly updated 'Malice's Turning Undead toolkit'.
The look on their face was priceless...
Surprisingly, the internal counsel amended the contract to not include prior art done on my home equipment. A good decade and some later I would never sign something like that again, but it was really funny at the time.
+++ UGUCAUCGUAUUUCU
Maybe they will understand maybe not, but you can keep your head up high and look yourself in the mirror.
Grundgesetz * 23. Mai 1949 - 30. November 2007 - http://www.vorratsdatenspeicherung.de/
I have to agree with the previous posters. Anything you do on your own time should be your own. Start your career off right by telling them to fuck off. The sooner you learn to stand up for yourself the better off you'll do.
My company has agreements releated to what our company produces exclusively. If someone wants to write the "next big thing" while they are working for me (obviously in their spare time, not at work), I would encourage it. In fact I'm looking at implementing a learning/research day where people are on call for critial problems that need to be fixed but don't have to work on anything in particular on fridays. I will require a log of activities and a progress report (to be certain that the time is spent on something, not just playing Doom III, unless of course they are into game programming!).
My company has the attitude that you treat employees like they are #1. As a consequence it is easy to get them to respect and treat our customers the same way. I'd rather lose a shitty client than a good employee. Customers are easier to replace.
That sounds more like slavery than a summer internship. They want to own you lock stock and barrel. Is it really that important that you intern for that particular company?
I have little reason to believe that this situation is different anywhere else that would be interested in hiring me (e.g., defense contractors, research labs).
That seems very unlikely. Research labs in particular often like to hire people who have done research in the past. Because of this, successful labs implement hiring policies that are attractive to successful researchers, not some strange policies designed to drive away anyone who has previously done anthing worthwhile.
I can't say as much about defense contractors; I have no real experience there. But my experience is that no company that successfully attracts and retains good researchers tries to implement onerous intellectual property restrictions.
Now, if you're going to work for a small startup, or a company that otherwise has very little experience hiring researchers, you might run into this type of agreement. But, if they've built an environment hostile to researchers, and they're not willing to fix it, then you don't want to work there unless you have no other choice.
And, I can't imagine you have no other choice.
Never be a whore. If they won't change the agreement to allow you a simple summer internship, then walk away.
Even if this ends up being a really lean summer, don't give up your pride... Maybe one of your professors has research money or something.
[o]_O
I would sign all my previous work over to a trusted friend. That way you would have no work for the company to take. Then, when your internship is over, just have him (or her) sign it all back to you. Rich people do it all the time with their money and property right before they get sued.
1) Bonzi Buddy -- ask them if I can install it on their systems so they can see the beautiful masterpiece they may never own.
2) The source code and image content of the goatse.cx domain. Again, show them the works so they may approve that they don't require access to this intellectual property.
3) The flash video of the guy singing Dragostea Din Tei. Showing this is up to you.
4) The phrase "Any combination of ASCII or UNICODE symbols manually or automatically entered via a standard or non-standard input device and stored electronically or otherwise prior to March 19, 2005."
Seriously though? I would just stay away. Anyone "entrepeneurish" enough to ask to own your prior work will be "entrepeneurish" enough to hire a lawyer that costs $2X to find loopholes in the document your lawyer charged $X to prepare in order to protect you.
yet another amazingly hypothetical drawn out scenario just like the one we had a couple of days ago...
Donald 'Duck' Dunn: We had a band powerful enough to turn goat piss into gasoline.
COnsider that an internship is a job that only gives you college credit, not pay. If they do pay, it's a modest stipend, not a living wage. They are asking too much of you. They want you to agree to let them rob you blind. Do you really need an internship to get your degree? Interns are just gophers. Most of the time, they will have you fetching coffee, and taking things to the mail room. It isn't worth signing your creative ideas over to them.
How ya like dat?
You need to decide what your life's been worth up to this point. I'd suggest that it'd better be an extremely well compensated and desirable job to be worth that, but nobody can make that decision but you.
That's giving up a heck of a lot.
Laying claim to a persons entire life worth of thought.
I know that there is NO job or compensation package that could ever be put together that would allow me to make that decision.
My gut feeling on this is that this should be entirely illegal anyways. We live in a society dictated by capitalizm however, and thus one can sign away just about whatever they want for whatever price they want.
Again, think long and hard. A lawyer isn't going to help you with this part. Might be prudent if you decide it's worth it to you, but the underlying decision is a personal one that no lawyer can help with, nor should really.
No Comment.
I've read through (and fought for changes in) a number of NCA's and IP agreements, and while the standard agreement is pretty invasive and draconian, I've never seen a claim over the work you've done *before* you were under their employ. It's nuts, because it seems to me that YOU would be violating agreements with any previous employers if you neglected to list that work as an exclusion. I think even class assignments are technically owned by your school, so you would have to exclude them or be violating their copyrights.
It's a lawyer thing, though... they tend to make contracts much more broad than is enforceable (or reasonable) because a) the signer may not realize it's unenforceable, b) if a few parts are unenforceable, the rest is still valid, so c) it's a kind of preemptive attack on exploitable loopholes they might forget otherwise. Unfortunately, we regular people are the ones who have to deal with it.... I say, you should take the same approach. Reach.
You're an internship applicant, so you very likely don't have much leeway to ask for changes, BUT you should definitely take advantage of the exclusion list they give you. It's possible they won't even look at what you put in that list. SO... use the language from the agreement -- and everything they ask for, use the same language to add it to the exclusion list. Your four items might be "all inventions before entering the employ of XXX, all ideas concieved before entering the employ of XXX, all discoveries made before entering the employ of XXX, and all creative works made before entering the employ of XXX".
If they ask you about it, laugh and say "Well, I'm not a lawyer -- I have no idea how much of that stuff is owned by who. I can't possibly sign away the rights for all the work I've done in the past. I don't even *remember* everything I've worked on! Don't worry, I do understand that you own everything I do while working here."
The other approach (which actually might be the smartest) would be to list the main projects you've worked on, do the internship, and don't worry about it. After all, they probably don't even track where their interns GO after they leave, unless you were suddenly a major competitor. If your prior work is fairly private, also, how would they know? You could probably launch a business based on some of the work that you signed away, and they would never do a thing about it. There's no way to be sure, though.... Personally, I'd lean towards excluding it all, and possibly lowering your chances of getting the internship.
Note: they almost certainly ask for the rights to your work even in your own time, even if you aren't using their resources. Just agree to that one, and stick to it (if you have a great idea while you're there, don't work on it, and don't tell a soul until you're out!). You'd need more clout to get out of that one.
Situations vary, but most grad students can't afford to toss away a few hundred bucks on an internship that they may not even get.
When I was a student I was borrowing money from my brother to buy parts to fix my bicycle, so I could get around. I definitely would not have sprung for a lawyer in this situation.
If there's something unacceptable in the contract, just cross it out before you sign. If that means they retract the offer, and that keeps you from crossing it out, then it's not really unacceptable after all, is it?
The standard boilerplate IP agreement at almost all companies includes some pretty draconian clauses. There are probably a few companies out there that are fighting the trend, but the standard policy is to ask for more than you think you can actually get. Much of this stuff is unenforceable, and some of it they will alter for you if you are valuable enough to them (i.e., interns need not apply here).
But I've seen requirements in non-compete agreements that prevent you from working in the same industry for a year (or more) after you've stopped working for them, and most IP agreements demand that you help them register patents for ideas you had, on or off company time, using company resources or not, any time you were working for them -- even ideas that are unrelated to the industry.
So I wouldn't suggest running every time you see an unreasonable agreement... more suggestions in a post below.
For the record, most people just sign these things without thinking about them much, and ignore them later. That's fine 99.99% of the time... but in some cases (especially if you leave the company to start a competitor, or play a major role in one...) it *can* come back to bite you, so it's worth a little thought.
I just got hired in a security research lab and the only things they claim rights to is anything I've written while at work. Anything I've produced before is still mine; anything I produce at home is still mine (provided, of course, it isn't in direct competetion with my employer. In addition, my manager has agreed that if I work on an open-source project that's isn't a core business interest of theirs, I am free and encouraged to give the code to the project maintainers.
This is in private industry without any negotiation so I don't think the agreement you have been offered is the only offer you will see, at least not in my jurisdiction.
Why oh why do people have such a hard time paying a few hundred bucks to a lawyer in circumstances where they could possibly suffer thousands of dollars in damage?
A few hundred? Where? In Bangalore?
My guess would be that the entry level for getting 15 minutes of ear time from a minimally qualified "Intellectual Property Rights" lawyer, who is a member of the bar in an American state [or the District of Columbia] is gonna be about $5,000.
And that would be if you knew someone who knew someone who knew someone who could vouch for you - to the extent that they could assure him that listening to you for 15 minutes wouldn't be an utter and complete waste of his time.
Be for real. Graduate students don't have that kind of money or those kinds of connections [or at least they didn't when I was in graduate school - maybe times have changed].
If I were the kid, I almost certainly wouldn't sign the agreement [I'd flip hamburgers before I'd sign away my IP rights - hell, in this neck of the woods, if you need a summer job, you can make $20/hr hanging dry wall], but if I did sign the damned thing, I would insist on adding addendums listing every conceivable piece of IP I could ever imagine working on in my career, and I would make duplicates of the addendums [one for me and one for them], and both I and their legal department would sign [with a signature] every page of both copies of the addendums.
But again, I almost certainly wouldn't go to work for a company whose only offer is to turn me into some kind of an Intellectual Property Rights Slave - it's bad enough that, as an "employee", you're nothing but a Wage Slave in the first place. Fuck that shit.
Look, if you've got all this free time on your hands [and, by the way, how do you get all this free time - aren't you supposed to be studying for your exams or working on your dissertation?], then grow some balls, start your own business, and be the owner of your own time and your intellectual property.
All of a sudden, it started to look expensive to insist on that clause, as divestiture usually involves buying out an interest. The discussion got bumped up the the V.P. (Hi, Ian!) who promptly struck the clause out.
--dave
davecb@spamcop.net
Don't give in to those terms. Allow them rights to what you create on company time, or using company resources. Anything else is off-limits.
We have to stand up to these kinds of abuses now before more companies start thinking you sign away your rights as a human being just for the privilege of working for them.
If you turn them down, I'm sure some whore will take them up on the offer, but you will still have your integrity and dignity. It might be small comfort when you are broke, but short of forming a union (to which I am adamantly opposed) there's no other way to stop companies from pulling this stuff.
Furthermore, if they are expecting you to sign a paper making your their "IP bitch" right out of the gate, do you really think they are going to treat you with any more respect in other ways? I personally would push the paper back and tell them I find it an insult, and unless they plan on changing it immediately on the spot, I'd walk out. But that's me.
You are in a maze of twisty little passages, all alike.
Seriously, Microsoft is not the `Ultimate anti-open-source company' or anything. (And where did you hear that it was Microsoft anyways?) They're probably less closed-source than many other companies out there.
Ultimately, it's difficult to pay the bills by writing open source software. So many open source developers work for companies making closed source software. It may not be ideal, but it's reality.
As for the guy's question, yes, I'd suggest giving them a list of every program or project he's ever contributed to in any way, even if the contribution was as simple as suggesting that they fix a misspelled word on page 4 of the documentation. And if this isn't practical, I'd suggest not taking the job.
As far as the contract being non-negotiable, everything is negotiable. If he's made up his mind that he's not going to take the job with the contract as written, bring a marker and strike (black out) the offending parts of the contract at signing and initial each one. Then sign the new contract. They may just go ahead and accept it.
Oh, and I'd suggest consulting an attorney -- $100 to have somebody read over the contract could be very cheap insurance. Consulting /. is not a subsitute for competent legal advice.
Cross out the offending portions. They will 1) not notice and sign it, 2) not care and sign it, 3) insist on owning everything you've ever thought of, in which case walk.
Parent post has a point. Create a mother project and describe it in very broad terms. This is not an attempt at cheating; the project is your 'Education and Upbringing Project' and it includes all your prior work in school both as official classwork and as personal investigations for your own betterment.
Also, induce a hassle factor for them so they're less induced to try this legal tactic again for the next 100 applicants - attach a memorandum of "including but not limited to..." items that is several pages long, listing all the names of the documents in your 'my documents' directory, even personal letters (if you're not embarrased about their contents). Mention that neat idea you had in 4th grade for a dinosaur toy that had actual knives for claws and would explode if played with for too long by the wrong person (your brother).
The point is to induce their legal department to have to review the list and thus take up their lawyer's time. Which will then induce them to change the wording so they don't have such problems with (pardon the insult, I'm looking at it from their point of view) "dweeby students and their silly IP fetishes" (grin).
-- Kevin
Unitarian Church: Freethinkers Congregate!
Go find a real lawyer.
Slashdot: Failed Car Analogies. Amateur Lawyering. Anecdote Battles.
First off, I'm not a lawyer. No one on slashdot is :)
;)
Secondly, it's probably safe to assume that he's just reading it wrong.
But thirdly, I can fathom a reason for this sort of clause: any code you write while on the job might be considered derived from code you have previously written. (I know I've re-written code from what I've worked on at home when I knew it was the best way to do something.) This sort of clause would protect them if you ever tried to claim ownership of the code because it was similar to code you had ownership of. It's obscene that this would even need to be considered, but it makes enough sense that "I can fathom" is applicable. Beyond the merest fathoming, no clue, though
The preceding has been a wild guess. If you couldnt tell that without this disclaimer, you probably shouldnt be here.
-- 'The' Lord and Master Bitman On High, Master Of All
The price is far to high and not worth it. These people are looking to screw you over, plain and simple.
"A truly wise man realizes he knows nothing."
What happens if you had a prior IP agreement with another company? You have two companies laying claim to your prior work.
If the first company's agreement supercedes the second, I would propose you create a company and
assign yout IP rights to the new company prior to signing the new agreement.
First off, I'm not a lawyer. No one on slashdot is :)
I am.
-- This and all my posts are in the public domain. I am a lawyer. I am not your lawyer, and this is not legal advice.
If your alternative is to decline the job, it might be a better strategy than negotiating simply to return the contract with anything you don't like stroked out.
I haven't done this with an employment contract, but I have with various other kinds of onerous-but-routine paperwork, and the amendments are rarely challenged. I have no idea if that's because the amendments were accepted or unnoticed, but I don't really care.
But don't do it unless you can afford the chance that your amendments will be rejected and the offer withdrawn.
For a minimally qualified lawyer that works in the appropriate field, rates are probably in the neighborhood of $100 - 200 hour. I'd love to know who it is that you've seen charge five grand an hour. He must have the best clients ever.
The drunk who finished dead last in his law school class at the very worst law school in the state, who had to pay someone to take the bar exam for him, and who's about to lose his license to practice law because he can't write a contract that's gramatically or syntactically correct, is gonna charge you $200/hr for the five minutes it takes him to plead the mercy of the court in a traffic court speeding ticket case.
Qualified "Intellectual Property Rights" lawyers are the creme de la creme of the profession - the guys who graduate #1 in their class at places like Harvard, Yale, and Stanford. They practice in buildings that have security like Fort Knox: You can't even get inside to shake their hands without some serious connections who will vouch for you.
Of course, maybe we're quibbling about the semantics of the word "Qualified". Or maybe you're willing to bullshit your way into a meeting on false pretenses [which, quite frankly, is not necessarily a bad way to go, if you've got the balls to pull it off]. But these dudes will NOT knowingly fuck around with some worthless graduate student loser - their time is WAY too valuable.
What an asinine statement, it defies any reasonable response.
I'm a grad student considering an offer for a summer internship with a large software company. The offer is appealing but has a horrible IP agreement which gives them the rights to work I create while I'm there, *and* rights to work I've created in the past.
This guy has exactly TWO choices: 1) Accept the agreement and take the internship. 2) Don't accept the internship, and find a different internship.
That was easy, yes?
"Who are in control, they are not in control of anything - they don't even control themselves!" - Glen Beck
Tell them that you are happy to give them the rights to prior work if they pay for it and put a price down. For the four line field, what I put is "various works identified as copyright by me".
When you strike something out, be sure to date and sign (if even just with your initials) in the margin beside the lines struck out. Also, make sure to do this in *both* copies (ie dont forgot your own copy.).
That's what I do, and I've never had anyone come back to me. Trying to *talk* to HR people about getting contract clauses changed gets you nowhere 9/10, however given these HR people never seem to quibble about strike-outs or maybe even don't bother to read the contract before signing it for the company and filing it, this is the by far the easiest way to deal with silly clauses.
--paulj
I use Friend/Foe + mod-point modifiers as a karma/reputation system.
Who the hell are they? I wouldn't take a job with STARFLEET with those terms.
This is a contract like any other. And contracts are always negotiable. The question is whether the terms of the contract, once negotiated by both parties, will be acceptable to both parties. Either one has the ability to look at the benefits vs. costs and walk away.
If I were you, I would put the following in the provided spaces:
1) I reserve all rights to all of my ideas, creations, and works created prior to (start date with the company).
2) I reserve all rights to all of my ideas, creations, and works not created using company resources during the course of my employment.
And if I were feeling particularly cheeky, I would add:
3) I reserve all rights to all of my ideas, creations, and works created during my employment but not implemented or used by the company during my employment.
4) I claim all rights to any ideas, creations, and works by others which are rejected or abandoned by the company during the course of my employment.
IANAL and all that, but that's what I would do. And if they refused the first two, I would walk away and not look back, especially if it doesn't stipulate what KINDS of works they claim the rights to. (Because that can mean paintings, drawings, music, even your 2nd-grade homework...)
First, check your state's labor laws. Such a contract is explicitly not enforcable under California state law for example.
Keep in mind that signing a contract agreeing to hand over the rights does not in fact hand over the rights (at least copyright), vague blanket agreements can't transfer copyright.
All else failing, apply the Mom-clause. Write up a document transfer all your IP rights to your mother, have it signed notorized and so forth. Once she owns all you rights, you don't own them to sign them away. When you don't working there, have her sign them back. (This assumes you trust your mother.).
I can fathom a reason for this sort of clause: any code you write while on the job might be considered derived from code you have previously written. (I know I've re-written code from what I've worked on at home when I knew it was the best way to do something.) This sort of clause would protect them if you ever tried to claim ownership of the code because it was similar to code you had ownership of.
Ugh, you could be right. Of course that's insane, but this falls into my observation that they try to overreach on every level so as to close any possible loopholes. Regardless of how unpleasant it may be for the employee....
Would that even be a loophole, though? I'm pretty sure if I used personal old code on a new company project, that very act gives them the code (I'm pasting their copyright notice at the top of the file!)... and if I didn't have the rights to do that, *I'm* the one breaking the law when I merge that code into company work. And I'm the one responsible for cleaning up the mess (which could mean paying legal fees, and paying for replacement code to be written), because I was the one acting illegally.
To use a simpler example -- if I steal someone else's code (open source or otherwise) for a company project without my company's knowledge, what happens when I get found out? (NOTE: the SCO case (and others) is about situations where supposedly code was stolen WITH the company's knowledge and approval... different situation).
I'm using logic more than legal knowledge here... anyone know more about this?
Almost everyone here is telling him to walk away from the job, but come on. It's entirely likely that this job pays more than any other offer he has lined up, or that he has NO offers lined up. Would you really suggest he live off of unemployement (if he's even eligible for that) just to make a stand against some draconian company?
Sure, it sounds quite honorable and all that, but it just isn't possible. If he doesn't take the job, the next guy will. The company isn't worse off without him, and they haven't learned anything.
Here's my suggestion to you. Try to negotiate the best terms you can... And then take the job. If you really coded some excellent gem in the past, then you wouldn't be in this dilemma in the first place, you would be much more free to negotiate your contracts. Pick between the alternatives: keep rights to your previous code or be workless for howevermuch longer.
This shit's got to stop somewhere, and that's all there is too it. Don't sell out.
Sticking feathers up your butt does not make you a chicken - Tyler Durden
The new company want rights to stuff you've done before? You can only sign away those rights if you are able to, regardless of what the new contract says.
Before signing the contract with NewCo, sell all your rights to someone you trust (parent, sibling, etc.) for $1. Get the sale notarized. Then sign the contract with NewCo.
NewCo can only purchase rights that you can sell, so NewCo doesn't get anything.
After you leave NewCo at the end of the summer, purchase the rights back from your trusted 3rd party.
NewCo is happy that you signed the new contract as-is, and you're happy that you got what you want.
Just tell them that someone else already has the rights to your past work and that due to an NDA, you are not at liberty to tell them who it is. It does not matter that YOU own the rights to your past work and that YOU have agreed with YOURSELF not to tell anyone. It is still true.
If they don't accept that, say "Sorry but I can't sign this in good faith." and walk.
Fundamentals: grow a spine. This should not even be up for discussion. Anyone who wants rights to my past like this will have to offer a seven figure non-refundable signing bonus payable immediately. If more people would stand up for themselves, this kind of nonsense would disappear. You've already done The Right Thing in reading the fine print. Aren't you glad that you did? Now, you have a chance to do The Right Thing again, and you will feel good about it, again.
Good judgement comes from experience, and experience comes from bad judgement.
- W. Wriston, former Citibank CEO
You forgot rights to ideas, creations and works created following completion of employment with the company ... (unfortunately, not unknown for some bastards to try and claim these too - at least for a period of time).
The last several positions I have had all demanded one of these. When I worked at Lexis-Nexis, I started the job without signing the agreement, then began a slow discussion of why I was a special case that should exempt from their boiler plate agreement. Before the discussion ended my entire department was laid off, so I never finished that exercise, but I did stall them for several months.
My current employer also gave me four lines to list projects that should be exempted. I told them that I had in place over 40 Non Disclosure Agreements (NDAs) currently in place (which I did) and that some of them prevented me from talking about the NDA (which a couple did). I sat with the internal legal person and told them that I could not sign the agreement because of existing legally binding agreements and since I did not think that they would want me to break my agreement with them I knew that they would respect my existing agreements.
In the end we changed a few lines that stated in effect that none of my GPL work would ever be theirs, I had legally binding reasons for not discussing other work I had done, and that any work done on my own equipment was exempt from their ownership. I also agreed not to write any GPL code that overlapped our business, but some how that did not end up in the final draft.
In short, tell them that you have contributed to projects that you do not own and cannot give them ownership of, that you have legal agreements with others that prevents you from giving them ownership of other works. If that fails, don't sign it and see how long it takes before they demand it.
Good luck
Since you're a grad student, you likely already signed a contract giving the school rights to work you produce while you are there. A contract you sign with different parties shouldn't be able to void the existing one with your University. You may want to try your University's legal staff in contacting a lawyer. In addition, programs you have already made public can't be un-made public... well I suppose they could try?
The main problem with this is, the University might just tell you that you are not allowed to take the internship. I know that when certain restrictions are put in to research grants, my University does not allow those grants to be accepted.
The company I work for had a clause in the offer saying that they own everything that I do as long as I am employed there.
I asked for clarifications.
Did they claim all rights to any piece of music, art or literature I might produce at home during the weekends and if so, did they intend to treat it as a "work for hire" and compensate me for the time I spent on it? Not really? OK.
What about software I wrote before I came to work for them and might continue working on, or open source projects I may contribute to, on my free time?
At the end they told me that the intent was to have a some sort of do-not-screw-us-over-while-you-work-for-us clause but legal insisted on the current format to cover all angles of their collective asses and they are not willing to change or amend it.
I said fine, just give me a signed letter saying that you do not claim any rights for any work I do that:
(a) was not done on company time,
(b) did not involve company equipment, and
(c) did not compete with any products the company developed or sold at the time.
I did say that it was quite important to me and, indirectly to them (because they will get an employee who is trying to improve himself outside of his immediate job interests).
They agreed, so I signed the offer, expecting to get that letter in a short order.
After a month or so, I got that letter. The language was very straightforward and pretty similar to what I suggested.
However somw contracts ahve a complete and unmodified clause, which means that if the contract is modified it is invalidated. i.e. they must change the printed copy to make changes to the contract. If you struck this clause out as well however...
Mark this post waaaay up!
"Oh drat these computers, they're so naughty and so complex, I could pinch them." --Marvin the Martian
Legal Departments tend to be full of people who are highly risk adverse and might inculde overeaching and unenforcable language on purpose to give them a stronger inital negoating postion. Yes, it is suspect that the Univeristy is letting them get away with what I personally consider poor drafting.
(Contracts are a bit like code, good ones are tight and do exactly and only what they need to do)
Chances are that the univerity hasn't even noticed, a paranoid lacky wrote it, the leagal department tells the HR department they need it that way and you end up looking at something unreasonable becase HR is not about to second guess legal.
If you have access to a lawyer or can get it have them look it over and write a letter. If not take evasive action. I do not know how enforcable a claim to IP produce before employment would be, but you don't wanna have to find out. Do as others have suggested and consider transfering your stuff for the summer. If not exclude everything you consider important using a seperate sheet (all property as shown on appendix a attached hereto and made a part hereof) and inculde a statement that even if your giving it away your only giving away what you own (this contract only govens rights currently controled by signee and is subject to all previous contracts entered in to by signee and is subject to any licensing agreements that effect such rights).
If your important enough for them to bother with a contract with an IP clause you are probably headed for intersting things. Get a lawyer to review your employment contracts as soon as you can possibly afford it. The type of empolyers you mentioned probably expect some scuffling over IP.
Here's my advice:
You're in grad school right now. So, you must be building a thesis, which is probably the intellectual property of your university (if not, good for you). You have no way of knowing how valuable or useful your area of study might be. You might have something you can start a company with. Who's to say you're not one of those who comes up with the Next Big Thing and turns it into fifty million bucks? If you DO, you'll never forgive yourself for signing it all away.
Forget the internship (or whatever it is). Stay independent, at least until you've given yourself every opportunity to create something.
Avoid ALL NDA's, Noncompetes, and IP agreements like the plague. They're casting a net -- don't get dragged into the boat.
Farewell! It's been a fine buncha years!
I had a position with a large company which had a clause stating that they owned all IP created while I was working for them. *ALL* IP. So, I asked the HR people if that meant that they would own and take responsibility for the MS Word viruses that I liked to write in my downtime (for research purposes). "Certainly not!" was the reply.
I asked for a clarification of what IP I created that they *would* claim ownership for. I never got a clear answer to that (in writing), and didn't stay at that company too long, but I *hope* it made some people think about those stupid clauses.
I really wish someone working for a big global Fortune 500 with one of these types of employment clauses *would* release a destructive worm, then get out of the whole thing by stating that (s)he had a contract that Company X legally owned everything (s)he had produced.
Those clauses would be amended like lightning.
creation science book
step 1) Go to sourceforge and make a new project.
step 2) In that project you dump the code for every personal project you ever worked on.
step 3) Put the name of that project in your list of "shit that I own"
step 4) never work on another project, just keep adding to your sourforce project and keep adding that project name to eveything that you sign your rights away to
Have you actually come up with something in the past that is of significant value or is this just a matter of principles?
that is basically a flag clause, it makes it quick to tell if the contract is the standard unmodified version the company uses or if it has been modified
Snowden and Manning are heroes.
I've found crossing stuff out works well. People won't amend the agreements they ask you to sign but if you just cross a word or two out and then sign you'll often get away with it. Suprisingly often the person hiring you agrees the requirement is too strict.
If the clause is as ridiculous as you depict, why not treat it as a pre-employment qualifications test? Strike it from the contract, sign, then congratulate them on coming up with such a novel way to separate the valuable/intelligent applicants from the idiots. After all, only an idiot would sign the contract with that clause intact, right? So congratulate yourself, in their presence, on having passed their test.
At best, they'll be caught offguard and let it by. At worst, they'll re-affirm that they're serious, in which case you can congratulate them on *really* getting their money's worth from this gambit. Then you proceed to show them how sharp your are and how valuable you would be to the company by opening negotiations over just how much they're going to pay you for all the work you've done since you first touched a computer.
In truth, I think they'll then show you the door. That would be a good thing. Haven't you read broadly enough to know that selling your soul to the Devil is *always* a bad deal?
I am.
Ditto. Patent attorney.
Contracts that you haven't signed can be negotiated.
My advice to you is to figure out exactly what you're willing to let them have, then call them up, say you have some problems with the IP agreement and tell that what you're willing to let them have. See if they're willing to change the agreement. It's possible that it was written by a lawyer with a paranoid attitude and that the management hasn't actually looked at it from your point of view.
If they don't budge, then yeah, you'll probably want to work elsewhere.
BTW, if you post to Slashdot on company time (during a big compile, for example), be sure to get that sort of thing exempted. Also, you may want to add a waiver for all fine arts so that your writing, composing, acting and filmmaking aren't affected. Tech companies usually don't care about that sort of stuff and won't have a problem waiving claims to it.
Do you also hate Thomas Jefferson? You must if you hate liberals because he was one. Then again today's liberal is nothing that liberals back then, the closest political party to Jeffersonian Liberals today is the LP, Libertarian Party.
FalconShould there be a Law?
COnsider that an internship is a job that only gives you college credit, not pay. If they do pay, it's a modest stipend, not a living wage. They are asking too much of you. They want you to agree to let them rob you blind. Do you really need an internship to get your degree? Interns are just gophers. Most of the time, they will have you fetching coffee, and taking things to the mail room. It isn't worth signing your creative ideas over to them.
A problem with this is that many potential employers are looking for some years of experience and an intern is a good way to get that experience. Admittedly it's not the only way to get experience depending on what the major is, for instance volunteering for a charity or non profit such as working on their website is another way. Of course not all career fields lend themselves to this.
FalconShould there be a Law?