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Worrying About Employment Contracts?
An anonymous reader wonders: "I was preparing to accept a software developer job at a California company and was put off by the contract which claimed ownership of any ideas I create (on my own time or at the company) during my stay at the company and required me to inform them of any ideas (related to the company or not) during my employment and for a year afterwards. I've found references to a couple of instances where this became a legal problem for the developer. Is this something to worry about?"
If you don't like to have your ideas pwned by some corporation, ask them to take the offending lines out of the contract. If they refuse, look for a different job.
Carefully strike through the offending lines, initial them, and hand the contract like that back to the company. Now the ball is in their court. They can see what they (their lawyers) were asking is unreasonable, and initial the changes as well, or they can get back to you. Then negotiation starts. But whatever you do, don't just blithely sign it and think "oh, that'd never be a problem anyway". The very purpose of contracts existing is to make certain that things won't become problems.
Don't "ask them". Do it yourself (strike out the offending lines, maybe write in a new clause: initial those changes, and have them initial them as well). By offering you a contract, they have all the power. Treat their proposed text as a starting point, and give yourself back some of that power. You already know they want to hire you: this puts you on equal footing. Use that knowledge. It's in both your interests to come to a agreement that you're both happy with, and a contract is a great tool for that purpose.
Evan Brown ran into this problem.
He lost his job and spent quite a while in court fighting it.
His contract used the word "inventions" instead of "idea" but they interpreted "invention" to include just about anything.
Also check out previous Ask Slashdot articles. No, not identical to what you're asking, but still some good points.
CALIFORNIA LABOR CODE SECTION 2870
INVENTION ON OWN TIME - EXEMPTION FROM AGREEMENT
(a) Any provision in an employment agreement which provides that an employee
shall assign, or offer to assign, any of employee's rights in an invention to employee's employer shall
not apply to an invention that the employee developed entirely on employee's own time without
using the employer's equipment, supplies, facilities, or trade secret information except for those
inventions that either:
(1) Relate at the time of conception or reduction to practice of the invention to
the employer's business, or actual or demonstrably anticipated research or development of the
employer; or
(2) Result from any work performed by the employee for the employer.
(b) To the extent a provision in an employment agreement purports to require an
employee to assign an invention otherwise excluded from being required to be assigned under
subdivision (a), the provision is against the public policy of this state and is unenforceable.
The World Wide Web is dying. Soon, we shall have only the Internet.
No its not. ANything done on company time and/or with company resources is normal. Things closely relating to the company done on off hours is normal (for example, writing a plugin for a piece of software your company makes). Off hours work not relating to company buisness belonging to the company is *NOT* normal. NEVER sign a contract like that.
As an aside- I don't think such a contract is legal in California, the state actually has worker protection laws for stuff like this.
I still have more fans than freaks. WTF is wrong with you people?
I was once handed a contract with a particularly abusive set of IP stipulations. Basically I swapped out all the references to employee and employer so that it said I would own the IP of all inventions of the company whether or not they were invented while I was at work, etc. and handed it back. He didn't flinch. He just looked at me sort of funny and took out the whole paragraph.
Ended up not working for that company, but that was because I'd gotten a better offer elsewhere.
Good judgement comes from experience, and experience comes from bad judgement.
- W. Wriston, former Citibank CEO
No, no, no. If they refuse to remove the clause you should still accept the job, and then proceed to do what the contract states: "inform them of any ideas (related to the company or not)". Every single one. Written up in company time with a full explanation. They can have your idea for a hover toilet, or pajamas for sheep*, or a hyperdimensional toothbrush, or .. well you get the idea. Well, they do. I doubt you'd get much work done though.
The best bit is that even if they fire you for doing no real work, you can still bill them for a year afterwards. After all, a contract that requires you to work on their behalf wouldn't be fair if they didn't pay you for your time.
* This one probably exists already. Sorry boss!
http://twitter.com/onion2k
Before relying on this CA Code section (which, by the way, is pretty awesome for your purposes if it applies), you should check the contract for a governing law provision. Typically near the end of the contract with a bunch of other boilerplate provisions, the governing law provision might specify a state other than CA (especially if the employer is a larger national company with central headquarters located in a different state). If the contract specifies a different state, the employer may use an enforcement strategy that could possibly negate the benefits offered by this code section. Specifically, the employer could bring a claim in the courts of that other state, get a judgment, and then have the judgment enforced in CA (based on the full faith and credit provisions of the US Constitution). I don't believe this issue has been tested in court yet. If you become the test case, you've already lost (because the issue will cost huge dollars to litigate).
If there is no governing law provision in the contract, the foregoing problem still may potentially exist, although you would have a good argument that CA law should govern the contract since that is where you live, work, and where the company's local office is. Further, if the company is headquartered in CA, in the absence of a governing law provision, I don't see how they could argue that the laws of another state apply.