I get that it's only supposed to be used if there is a "problem" but I have some concerns about it, not limited to the fact that most of the code we right is GPL'd or touched by GPL.
I'm being told this is necessary for a diligence audit (we're a startup working on a funding round.)
Could really use some feedback on this document as it's completely outside my knowledge domain.
They will own anything you create outside of work. If any of your side projects see any kind of success, they will most likely come after you for ownership.
You would have to show that anything non-work related which you produce existed in at least idea form before you signed this (by attaching it as 'Exhibit A'). Anything you don't declare up front belongs to the company for the duration, including your inspiration as soon as you commit it to tangible form. You could ask for a clause providing you with an opt-out mechanism for side projects you may come up with later, eg open source things you want to do for the public good or whatever. It's boilerplate, but it's very one-sided boilerplate. I wouldn't sign this unless I had equity.
Options and vesting are common even with key employees; founders sometimes have a different equity vehicle than options, but founders should always be on a vesting schedule too.
That is insane. Anything that you do on your own time, outside the company premises, and using your own resources (e.g. weekend or late-night hacking at home using your own computer, and not going through the company's VPN) SHOULD NEVER belong to the company. I would never sign that. If they won't change that part, run away.
I have in the past worked for a company that essentially asked for everything I did 24/7 be assigned to them. I negotiated my right to develop on my own time anything that did not compete. It took a few back and forths with the legal counsel, but in the end it was fair to everyone. If they aren't willing to do that much for you, I'd find a better employer.
I am not a lawyer. If this is of concern to you, you should see a real live employment lawyer in the state in which you will work.
That said, CA law (and I saw the word California in that document) places some restrictions on invention assignment agreements [1]:
For instance, California Labor Code §2870 provides that an employer may not
include provisions requiring employees to assign an invention created entirely
on the employee's time without using the employer's resources, unless they
relate to the employer's business or anticipated business or result from the
work the employee performs for the employer.
But I'd just tell your prospective employer that you want a carveout for stuff on your time on your equipment. There are so many engineering jobs right now that you should be able to credibly claim you'll find alternate employment.
Say you carve out prior inventions, existing knowledge, exception to non-competing projects, etc. You think you're safe... BUT you ask your employer to reimburse your high-speed internet connection. All of a sudden, they can argue that you are using company resources (though off-hours) and therefore even if the project does not overlap, it's the company's IP. Same thing with using your (company-paid-for) iPhone to do testing, business negotiation, etc. I may sound paranoid and I don't know where to draw the line. I think everyone ought to be careful about this sort of things.
... during the period of time I am in the employ of the Company (including during my off-duty hours), ...
Is enough for me to recommend "hell no" as the answer. Unless they're compensating you sufficiently for working 24 hours a day, 7 days a week. If you sign this, I hope you're asking for something like a million dollar per year salary (you have to keep opportunity cost in mind as well).
I crossed out all the sections that pertained to ownership of my inventions in the last one of these documents that was handed to me. Then a couple years later someone tried to pull the "You can't open source that! It's our property". To which I responded "I already did open source it, and if you want my continued work on the project you will let me do as I please with what is MY code. Go check that contract again and look at the parts I crossed out very carefully" ;-)
Just wanted to add here, that in my experience I've been able to get potential employers to strike a LOT from their boilerplate contracts. If you're even the least bit concerned, I suggest crossing out the parts you don't like or don't understand and sending it back. The worst that will happen is their legal team will say, "sorry we can't lose those sections". Everything is negotiable.
15 comments
[ 3.7 ms ] story [ 46.2 ms ] threadGreat point. Do vesting options count here, or are you talking real equity?
I have in the past worked for a company that essentially asked for everything I did 24/7 be assigned to them. I negotiated my right to develop on my own time anything that did not compete. It took a few back and forths with the legal counsel, but in the end it was fair to everyone. If they aren't willing to do that much for you, I'd find a better employer.
That said, CA law (and I saw the word California in that document) places some restrictions on invention assignment agreements [1]:
But I'd just tell your prospective employer that you want a carveout for stuff on your time on your equipment. There are so many engineering jobs right now that you should be able to credibly claim you'll find alternate employment.[1] http://www.calstartuplawfirm.com/business-lawyer-blog/IP-own...
Say you carve out prior inventions, existing knowledge, exception to non-competing projects, etc. You think you're safe... BUT you ask your employer to reimburse your high-speed internet connection. All of a sudden, they can argue that you are using company resources (though off-hours) and therefore even if the project does not overlap, it's the company's IP. Same thing with using your (company-paid-for) iPhone to do testing, business negotiation, etc. I may sound paranoid and I don't know where to draw the line. I think everyone ought to be careful about this sort of things.
... during the period of time I am in the employ of the Company (including during my off-duty hours), ...
Is enough for me to recommend "hell no" as the answer. Unless they're compensating you sufficiently for working 24 hours a day, 7 days a week. If you sign this, I hope you're asking for something like a million dollar per year salary (you have to keep opportunity cost in mind as well).
I am relieved to note there's no language in there assigning them intellectual property rights over anything I dream about at night.