Liquid Fire Posted December 30, 2008 Share Posted December 30, 2008 NOTE: I know that no one here who give advise is a lawyers or if there are, they are not give legal advise that i would be able to us in court. I am trying to get peoples opinions on the issues i have with certain parts of these agreements and also if anyone had had to sign something similar. NOTE: My companies mainly business is send students on trips/spring break but we have a full IT department for programing/graphics. I have been working at my current job for the past 2 years and i have now been told I have to sign this employment and non-compete agreement which i can understand but there are some sections to me that are quite board in their scope and time frame. I am going to paste a few points and then the issues i have with them and i am looking for whether this is standard for the business i am in and whether the scope/timeframe is reasonable. NOTE: This is Section 5 "I agree to disclose promptly, completely and in writing to the Company any original works of authorship (including all copyrights with respect thereto), any discovery, process, design, improvement, innovation, development, improvement or invention, whether or not patentable and whether reduced to practice or not, which I discover, conceive and/or develop, either individually or jointly with others (whether on or off the Company's premises or during or after working hours) during the term of my employment with the Company, and which was or is directly or indirectly related to the business or proposed business of the Company, or which resulted or results from or was suggested by any work performed by any employee or agent thereof during the term of my employment or for one year thereafter ("Inventions")" Now what i know able this is that anything i design/develop/invent during my employment(any time 7 days a week, 24 hours a day) i need to tell the company in writing about it. Now i don't know if this mean that the company would own it or i would own it but the next section is NOTE: This is section 6 "I hereby assign and agree to assign to the Company without any separate or additional remuneration my entire right, title and interest in all such Inventions, together with any and all United States and foreign rights thereto. I further understand that all Inventions, which I do hereby assign and agree to assign, are and shall become the exclusive property of the Company, whether or not patent applications are filed therefor, and I agree to treat such Inventions as Proprietary Information. I hereby waive in favor of Company and its assigns and licensees any and all artist’s or moral rights I may have in respect of any Invention pursuant to any local, state or federal laws or statutes of the United States and all similar rights under the laws of all jurisdictions. Without limiting the generality of the foregoing sentence, I specifically agree that Company may modify or amend any Invention and may remove any acknowledgement by name or otherwise that I was the author or creator of any Invention. The list set forth on Exhibit B hereto identifies all inventions which belong to me and which I have conceived prior to my employment by the Company and which are not subject to the assignment provisions of this Section 5" This clearly states that i assign all rights to all invention that i develop during my employment with the company, to the company. This mean I would not be able to do any real work outside my normal job for myself because the company would have the right to it. The main issue that that the broad scope that "which was or is directly or indirectly related to the business or proposed business of the Company" could mean. I could start selling a project management software i was planning to write and a company that competes with us buys it and starts using it, i don't know if my company tried to sue me if they would win because i development this, off hours and on my on time while i was employed by the company. Another issues is that it also states "during the term of my employment or for one year thereafter" which to me mean, after i left my job it would be next to impossible for me to find work for the next year because of this agreement, they would own my work, not my next employer. I know they are doing this so that if a bunch of people wanted to leave the company and start their own company selling student trips/spring break trips, the company would be able to sue them and cover their own ass, but it seems these parts of the agreement give me no way to cover my ass. Now if i was working for Blizzard on the game engine that is powering Diablo 3, I would except to sign this type of agreement or even something more confining but then again, I would not except to have much free time to do my own work or would really want to. Does this agreement seem overboard in scope/time frame for my position within the company(PHP Developer) based on the main business of the company? Quote Link to comment Share on other sites More sharing options...
Adam Posted December 30, 2008 Share Posted December 30, 2008 In my opinion it just sounds like a typical contract going over-board on the issue to ensure their own legal safety. directly or indirectly related to the business or proposed business of the Company Although broad it still means work you produce away from the company would be yours as it's not linked to them, directly or indirectly... A Quote Link to comment Share on other sites More sharing options...
Liquid Fire Posted December 30, 2008 Author Share Posted December 30, 2008 While i understand they are trying to legally cover their own ass if i try to be a jerk and compete with them however I want to be able to legally cover my own ass if they try to be a jerk and try to "steal" my work i did for myself, not think about the company in mind. Know i am able to declare non-proprietary information that i already know before i sign the contact and i am also able to claim any inventions that i have already created that the company has no legal right to say is theirs so that protected anything i have done previous to signing the contract. My issue if stuff i do after i sign the contact and 1 year after i stop working. Sure, our main business is sending students on trips/spring break but we also internally do web developemnt, so is any web development considered indirect to the business? Quote Link to comment Share on other sites More sharing options...
corbin Posted December 31, 2008 Share Posted December 31, 2008 Just of curiosity, how do you think they would respond if you asked them to change it? You could always discuss it with them. If you're not important to them, not going along with it could be a bad idea if you like your job, though x.x. Quote Link to comment Share on other sites More sharing options...
Liquid Fire Posted December 31, 2008 Author Share Posted December 31, 2008 We have already talked about it(all 3 guys in the programming department have the same concerns as me) and they say they are not going to change it. I am in a bad position here because either i sign it and possibility lose a lot of my code i have written on my own(had maybe have no option to do any outside web development) or i don't sign it and lose my job(and it is not this is a great time to lose my job). While everyone in the programming department maybe important(i mean they would have no one to fix the web sites and there is a pretty big learning curve to understanding the data structure they have, they made it very clear that if you don't sign it, you will lose your job(whether or not they are going to enforce the on everyone is anyone's guess). Quote Link to comment Share on other sites More sharing options...
corbin Posted January 1, 2009 Share Posted January 1, 2009 They won't even consider changing the 1 year after thing? Weird. Did something happen, or what prompted them to suddenly get all legal on their employees? Have y'all tried explaining to them that if you ever got fired or quit, you would essentially be jobless for a year? Quote Link to comment Share on other sites More sharing options...
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