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."

Comments

I once signed such a contract...

[(H)elix1]

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.

What to mention to the lawyer (and employer)

[davecb]

I once worked for such a company, and a colleague pointed out that they were asking him to divest himself of all the equity he had in previously written programs.

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