BT et C

Thursday, February 08, 2007

Have You Sold Your Brain?

After a couple years of self-employment, I landed what seems to be a decent job: lots of code, friendly environment, good pay. It's been awhile since I signed any employment agreements, so I read this one carefully, and frankly I'm amazed at what is in it.

Since it's a code-writing job, the pertinent section is the one on copyrights and inventions. Patents are included, too, but I don't have or expect to have any of those. The section begins
"All work product ... including, but not limited to, all Employee's inventions and ideas ... that relate in any way to the present or prospective fields of interest of [Staffing Firm] or the Client ... or that are capable of being used in, or in connection with, the business of the Client as conducted now or hereafter shall belong exclusively to [Staffing Firm], whether or not fixed in a tangible medium..."
Hm. I'm not too keen on treating ideas as property, generally speaking, but I'm 100% okay with keeping trade secrets, etc. as a condition of employment. But this goes way beyond that: every idea "capable of being used" by the Client? "Whether or not fixed...?" Sure sounds like the thoughts themselves, and all of them. At the very least, it means any website-related thoughts I have, since this is a job building a website.

But hey, I'm generous and information wants to be free. I'd let 'em use just about anything I dream up during the "period of employment." But that's not enough: they want these ideas to "belong exclusively" to them.

The person "helping" me through this paperwork assured me that the document only says I won't copy code from the client's project and give it to a competitor. Is that how you understand the above? If the verbal description of the Agreement matches the actual agreement so badly, which is binding?
if such Works are not considered "works made for hire" by operation of law, Employee agrees to, and does hereby assign all of Employee's rights to Works exclusively to [Staffing Firm]
My interpretation: the agreement's definition overrides the copyright law's definition of works-for-hire.
any inventions and ideas which (s)he may discuss with anyone within six (6) months after the termination of his/her employment... shall be presumed to have been made during Employee's period of employment... Employee assumes the responsibility of proving that he/she conceived and made any such invention or idea after his/her employment hereunder terminated
Six months of "tail" is appropriate, in my opinion, if the previous section hadn't overreached about what kinds of ideas are covered. I really hope I misinterpreted that. As to the second sentence, I leave it as an exercise for the reader to figure out how to prove when something -- other than a fetus -- was first conceived. (If you want to do this exercise, NB: say employment ends in January. You must prove that X did not conceive of Y until July. Good luck)

There's one more section I want to touch upon, because it put me at ease for a moment, then pulled the rug out. I have the option of attaching, basically, some Prior Art, which would not belong "exclusively" to the staffing firm (*so generous, since all this Art was created years before I ever heard of them.) I was considering handing over a CD with copies of all the websites I've built in the past. But these attachments

shall be disclosed on a non-confidential basis and Employee agrees that [Staffing Firm] shall have an irrevocable and free right to use such inventions, ideas, and copyrights in any way whatsoever except for such valid patent rights as Employee may have...
So (please, please tell me I'm missing something)
  • Basically all internet-related ideas that I have during employement and for six-months afterward belong "exclusively" to them
  • Any ideas I've dreamed up in the past can be exempted
  • But only if I give them an irrevocable license to use all of that material however they see fit. And with the mention of "copyrights" here it looks like that means copying/distributing any code I disclose..
I am not a lawyer, just a careful reader. All advice is appreciated.


  • Holy Crap!

    I remember there was something similar in my employment contract, but I'm sure it didn't go that far. I'd be interested to see if any co's are filing suits over these kinds of agreements. The FSF should pick one up and get it out there in the open!

    By Blogger Luke, at 9:49 AM  

  • Update: I talked them into striking some of the more odious terms. Not entirely satisfied with the result, but I'm comfortable going to work. I might do a follow-up on this, as Jack (and now you) have indicated that this stuff is considered "standard".

    By Blogger MateoL, at 5:21 AM  

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