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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."
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.
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
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.
Actually, no. They will see that this individual is knowledgeable enough to seek legal advice from a professional when needed, and also that this individual will be resourceful enough to sue the university if they screw up. Depending on the interviewer's long term agenda, it may turn out nice.
My advice: Tell them to pay you for 24 hours a day, retroactively to your 12th birthday, if they want to own all IP on what you do now and did in the past. That should make them open the door so you can leave, and that, my friend, is the best thing for you to do. They need you, you don't need them; not at this price.
"Piter, too, is dead."
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
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.).