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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.
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.
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.
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.
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.
Just because someone didn't go to Yale, Harvard or Stanford doesn't make them any less qualified than someone who did. Those names are just something to put on a resume. They literally mean, "My parent's had a lot of money to send me away to school with," NOT "I am smarter than the guy in the next office who went to another school." Now if your talking about someone who handles the cases for the MPAA, RIAA, or some organization like that, I'm sure they can get $5000 an hour. But not because they're worth it, rather because they can get that from those organizations. They may get that job because they went to Yale, but that still makes them no more qualified than anyone else.
The fact is, it doesn't even take someone who specializes in IP to look over this contract. Any second year Law student should be able to give you valid advice. I would suggest checking if your Uni offers a free legal service. I know mine does (and they have real Lawyers on the payroll), and I pay for it, I just haven't had occasion to use it yet.
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
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!
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
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?