Does your contract specify that all your ideas are the companies property?

Question

My company (with whom I've been working for the last 10 years) is asking me to sign a new confidentiality agreement with the following paragraph:

You hereby assign to the Company by way of future assignment all Copyright, design right and other proprietary rights (if any) for the full terms thereof throughout the World in respect of all copyright works and designs originated, conceived, written or made by you during the period of your employment with the Company.

Which seems to be saying that if I have an idea and work on it in my free time then the company gets to own it. I can understand this if an idea was related to the field I work in but this seems too sweeping to me.

Is this a standard clause in developers contracts? Would you kick up a fuss if you were asked to sign it?

EDIT: I may need to talk to a lawyer about it eventually but I just wanted to see if this was standard or not. Thanks for the answers, I'm not going to sign it until it is modified.

Answer 1

You should be asking that question of a lawyer. We can't really help you.

That being said, some contracts do (try and) extend to works made by a developer outside of hours. I don't know why. I don't know if it would hold up in court and I don't know why companies would do this but some do.

Get professional advice. I certainly wouldn't sign anything that extends to what I do in my free time.

Answer 2

Is this a standard clause in developers contracts? Would you kick up a fuss if you were asked to sign it?

Standard? Not that common but you'd be amazed how many are under it. And i would definitely kick up a fuss if i was given something like this.

Answer 3

In my company there are two more clauses:

• The limitation you mentioned pertains only to work done in fields related to those my company operates in
• There's a specific limitation for using the company's equipment for anything that's not related to the company (i.e. if you develop something on the company's laptop, regardless if it's in the scope of the company or not - it's owned by the company)

But as mentioned by cletus, this is a legal question...

Rax

Answer 4

This is pretty standard, the trick is to ensure it only applies to work related things, and that you can list pre-existing stuff that it won't apply to (i.e. if you've been working on project X and extend it that doesn't belong to them). You have three real choices:

1. Sign it (yuck, it's worded very badly), you forfeit any chance to ever have your own ideas without potential legal hassles.
2. Modify it, negotiate with the firm, run the new wording by your own lawyer for sure!
3. Refuse to sign it, you may be able to get away with this.

Answer 5

It is standard to have a clause that states that anything you create during worktime is Copyright of the company. I find it bullocks to say, that if you write anything in your spare time, is also copyright of the company.

But maybe this differs per country. I live in the Netherlands, and a clause like you describe is very uncommon. Like cletus says, consult a lawyer. They will be able to help you better.

Answer 6

I also have that in my confidentiality agreement with my current employer.

IMHO, it is just to assure that you as their employee should not be involved with other parties that conflicts with your company's interest. So, if you did create a web software for another party, it is assumed that it is your company's right to claim copyrights on that software you created.

Answer 7

No, I don't. I've been asked to sign contracts with similar clauses in the past and have either negotiated more reasonable terms (such as restricting it only to work done on company-directed projects) or refused to sign.

Note that law on this varies within the US as well as internationally. There is currently an ongoing discussion of contracts in which employers claim rights to non-work-related thoughts over on PerlMonks, in which it's been noted that New York state grants everything to your employer by default, while California law not only grants copyright for side projects to the employee by default, but also says that it can't be signed away.