I just got offered a position and this legal clause sounds like anything I make, for the company or on my own becomes the companies property. Is this true?
You agree that you will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws, which are solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time you are an employee of the Company (collectively referred to as “Inventions”). You further acknowledge that all original works of authorship which are made by you (solely or jointly with others) within the scope of and during the period of your employment with the Company and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. You understand and agree that the decision whether or not to commercialize or market any invention developed by me solely or jointly with others is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty will be due to me as a result of the Company’s efforts to commercialize or market any such invention.
Categorized | Affiliate Marketing 101
What Is This Clause Saying Exactly?
Posted on February 17, 2012.
Not quite – most courts have ruled that “during the period of time you are an employee” stops when you leave work. So, anything you conceive of or write while you are on company time or using company equipment is theirs, anything you produce on your own time is yours (assuming you don’t use company resources to do so). So if you go home and write a best selling novel after work on your own computer, that novel is yours – if you write during lunch on the company computer, even though you are technically not working, you are using company resources and the novel is theirs.
Basically yes. It is saying that anything you create, design, invent or develop while an employee of this company will ultimately belong to the company.
It is a fairly standard paragraph in the contract of a development or design engineer for example as it protects the company from you inventing something during their time, using their resources and then running off to claim it as your own.
As Steve says though, its reach is a little bit restricted in that, if you invented or wrote something in your own time that is nothing at all to do with the business activities of your employer then they probably would not pursue this. So if you are working for an engineering firm and decide to write a book on gardening then you would probably be ok. However if you invented something that could be seen to be related to your work (even as a result of you knowing how to do it from an idea gained at work) then they could claim ownership.
Yup, you have the right idea. If you came up with a great idea while in their employ, it would be impossible for them to prove that you did it during work hours. They want to be sure that any product you may come up with while you are teir employee is their property.
You can always have an attorney review the contract, which is what I would do here.
Some of this gobbledeegook is actually redundant with statutory law and not worth saying. You do not have to “agree” that the copyright laws of “work made for hire” apply to you, for instance — it applies to everyone who is an employer of anyone else in the entire USA, whether or not they “agree” to it.
The rest of it appears to be an attempt to quantify the “shop rights” and inherent ownership of any inventions you may create while working there, although there are good arguments that the phrase “during the time you are an employee of the Company” would not apply to any time you were not actually working on things for the company. Similarly, if you “jointly” develop things with others (especially those who do not work for the same company) then you don’t necessarily have any right to “assign” the rights of any other joint owners to anyone, let alone your own company.
There are several typo and grammatical errors, so I hope that is not the actual wording they’re asking you to sign…
Bottom line, if you have something that you are working on OUTSIDE of employment (e.g., a hobby in your basement), now might be a good time to modify the terms of this document to specifically exclude those works (your novel, your invention, your sister’s trademark for her new website, etc), perhaps also to ask the company to narrow its claim to those intellectual properties that you “conceive or develop” in the specific field related to your company’s work, not just EVERYTHING you might think of…
Steve’s answer is pretty close.
What it comes down to is whether you are a salaried employee or hourly.
If you are hourly, you keep the right to whatever you make on your own time.
However, if you are salaried, anything you create during your contract is going to be considered company property.