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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.
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.
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
I was given a similar IP agreement to sign at one point. And their stated concern was indeed for the protection of the company against future IP claims.
So, given that, I was able to have the agreement ammended to state that the company has a perpetural, transferable, non-exclusive right to use and make derivative works from any such previous software that was not explicitly excluded.
I was much happier with this, and the company had the same protection that they claimed they needed the clause for.
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!
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