Author Topic: Company wants me to sign away ALL IP?  (Read 1245 times)  

Offline Evelyn Alexie

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Company wants me to sign away ALL IP?
« on: April 16, 2018, 01:37:26 PM »
Ack! My first day at a new job and everything was going WONderfully. It's too good to be true, I told myself.

I was right.

HR just handed me a form to sign. Anything I create while I work for them is theirs, all theirs. I looked up intellectual property and there are specific types of items they can't claim. Whew! I'm safe, I think to myself.

I was wrong.

Further down the page, there's a paragraph that states, "just in case the work you create is exempt from IP claims, signing this document gives us rights to it as well. So there."

I know that this giant pharmaceutical company does not want my little romance novels. But if I sign this, they can claim them.

Argh!!!
« Last Edit: April 17, 2018, 06:31:44 AM by Evelyn Alexie »
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Re: Company wants me to sign away ALL IP?
« Reply #1 on: April 16, 2018, 01:54:15 PM »
Not a lawyer, but there's a lot of crap in EULAs and other forms that claim all sorts of things but ultimately aren't enforceable.  That said, you may wish to speak to HR about that.


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Offline Lexi Hall

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Re: Company wants me to sign away ALL IP?
« Reply #2 on: April 16, 2018, 02:07:01 PM »
Not a lawyer, but I've written a couple.   ;D   

If you're in California, that provision is likely unenforceable under Labor Code Section 2870.  The Business and Professions Code Section 16600 also makes non-competes effectively unenforceable as well. 

In any event, before you sign anything presented by this company, you should have a qualified intellectual property attorney review it.  If these are the kinds of policies the company has, it may be worth reconsidering your employment.  It's probably not a mistake they suddenly announced this on your first day. 

Be careful. 

Offline Sarah Shaw

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Re: Company wants me to sign away ALL IP?
« Reply #3 on: April 16, 2018, 02:07:59 PM »
When I was faced with this some years ago I simply told the company that I write articles and novels unrelated to the company's business and asked for an exemption for those.

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Re: Company wants me to sign away ALL IP?
« Reply #4 on: April 16, 2018, 02:10:37 PM »
I would definitely talk to HR about that - am pretty sure they don't intend it to mean your fiction written off company time, but I would get that in writing.

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Offline Cassie Leigh

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Re: Company wants me to sign away ALL IP?
« Reply #5 on: April 16, 2018, 02:30:40 PM »
I've had to sign a couple contracts like this. In each instance I was able to have an addendum added to the contract that specifically excluded my self-published works. So it was they have all right to my IP except for the items listed in "Attachment E" and then Attachment E listed some generic description of my self-published works which were not related to the work I did for them. I always figure it's better to get the contract amended to something that would work for both of us than hope that I could challenge it in court. (I had a horrible non-compete in a contract that I simply refused to sign until they limited it to something remotely enforceable.)


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Online Mark Gardner

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Re: Company wants me to sign away ALL IP?
« Reply #6 on: April 16, 2018, 02:50:25 PM »
I ran into the situation just two weekends ago. My son went to an "orientation" with a manufacturer, and it was gonna be three hours, so I hung out. I didn't have anything to do, so I did the "orientation" as well. I got the the IP/copyright phase of the NDA, and voiced my concerns. They told me to sign or GTFO, so I picked up my implement of inscription, and notated that my fiction copyrights and IP were exempt.

In the end, I showed the NDA to my IP lawyer, and he said that that section of the NDA was so egregious, that it would never be enforced, but fighting something like that is an exercise in futility, and that the legal fees would bankrupt me. He indicated that my notation would likely be binding if they offered a job, but told me that they wouldn't, because they don't want someone who reads stuff that they sign.

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Re: Company wants me to sign away ALL IP?
« Reply #7 on: April 16, 2018, 02:50:31 PM »
A ton of companies do this. I had a friend create a web app on his own time not related to the field he was in. They took it possession of it.

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Re: Company wants me to sign away ALL IP?
« Reply #8 on: April 16, 2018, 02:54:33 PM »
I would definitely talk to HR about that - am pretty sure they don't intend it to mean your fiction written off company time, but I would get that in writing.
yeah, unless of course you're a salaried employee. Then all time is the company's time.

Offline C. Gold

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Re: Company wants me to sign away ALL IP?
« Reply #9 on: April 16, 2018, 04:12:59 PM »
Usually that means anything you create on the company's computers or the comany's time is theirs... Definitely talk to someone before signing that.

Offline VonC

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Re: Company wants me to sign away ALL IP?
« Reply #10 on: April 16, 2018, 04:33:21 PM »
The suggestion to talk to your own IP lawyer is a good one.  It will cost you a couple hundred bucks, but be worth it in the end.  She/he can draft up a recommended Addendum for you to give the company on this.  Assuming you can commit to not writing your novels while you are on-the-clock and not using a company laptop or pc to do it, I bet they will be just fine with it.  What they are really trying to protect against is someone working for them from 8-5 and then going home every evening, recreating the company's product / IP using what they have learned, and selling it themselves. 

It is fair of the company to not want their employees pilfering their IP, but also more than fair for you to have them sign a harmless addendum.

Offline LilyBLily

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Re: Company wants me to sign away ALL IP?
« Reply #11 on: April 16, 2018, 05:10:46 PM »
What they also don't want is for you to get an idea on their time and on their property, or at home and then quit and refine the idea and promptly market it. I've known people who had to quit and wait out a certain number of years before they were safe to apply for patent. Made a fortune on it, but it was hard times waiting out those years without a job. Now, though, the companies won't even give you a time limit; they want rights to the rest of your life. Not worth signing without an addendum and striking that onerous clause.

If the company was at the same time contracting to provide you with a pension for life and health care for life, that would be different. But the company can fire you at will, without cause, often without paying unemployment compensation, and they want rights to the rest of your life? Nope.   

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Re: Company wants me to sign away ALL IP?
« Reply #12 on: April 16, 2018, 05:40:42 PM »
Depending on the state, handing you a contract with content like that AFTER you started renders the whole thing moot.

Basically - for a contract to be binding, you must have something called consideration. If your employer hands you a non-compete/NDA on your first day of employment and says sign it, you have no time for consideration. It would likely take a lawyer and a good sum to fight though.

I hate non-competes. If you want someone to work for you, treat them well. Don't try to force them to stay with some BS piece of paper.
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Offline jb1111

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Re: Company wants me to sign away ALL IP?
« Reply #13 on: April 16, 2018, 09:43:08 PM »
In the early 2000's, a corporation that took over the smaller company I worked for at the time had a similar clause in their paperwork. There were people working there who were musicians, radio programmers, and the like.

A lot of the workers there were the sorts of people who had their own private operations that were not associated with the company.

Naturally, they were very irritated about this clause in the corporate HR paperwork and there were people, like myself, drawing lines through that clause before signing.

What happened was someone talked to corporate higher ups and they put out an announcement saying that the clause only related to work-related, in-company intellectual property. Like, if you were designing software or hardware related to company operations.

Still -- perhaps you should talk to a lawyer.

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Re: Company wants me to sign away ALL IP?
« Reply #14 on: April 17, 2018, 04:11:26 AM »
In the early 2000's, a corporation that took over the smaller company I worked for at the time had a similar clause in their paperwork. There were people working there who were musicians, radio programmers, and the like.

A lot of the workers there were the sorts of people who had their own private operations that were not associated with the company.

Naturally, they were very irritated about this clause in the corporate HR paperwork and there were people, like myself, drawing lines through that clause before signing.

What happened was someone talked to corporate higher ups and they put out an announcement saying that the clause only related to work-related, in-company intellectual property. Like, if you were designing software or hardware related to company operations.

Still -- perhaps you should talk to a lawyer.
As much as I loath Judge Judy, she's fond of making fun of unprovable verbal addendums. She likes to say that the corners of the contract are the entirety of the contract, and unless it's in writing, it never happened. Lining out or notating is the way to go.

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Re: Company wants me to sign away ALL IP?
« Reply #15 on: April 17, 2018, 05:09:27 AM »
No way I'd sign that without having an IP attorney go through it and make the terms work for me. I also don't think for a minute that they don't know what they're doing, because in today's world IP is valuable, and they want their claws in it, no matter what it may be.
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Offline Puddleduck

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Re: Company wants me to sign away ALL IP?
« Reply #16 on: April 17, 2018, 06:28:28 AM »
She likes to say that the corners of the contract are the entirety of the contract, and unless it's in writing, it never happened. Lining out or notating is the way to go.

Yes. Get it in writing, as part of the contract, always. If it's not exactly right, make them change it until it is. Cases have been won and lost on punctuation and word choice.

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Re: Company wants me to sign away ALL IP?
« Reply #17 on: April 17, 2018, 07:00:50 AM »
A company can go after an employee's IP even without having the employee sign an IP contract. One of the client's my firm represents is a writer (self-help). He came to us because his employer (a chain gym) was trying to take his IP on the grounds that it was produced on company time. My firm won the case because we were able to prove that his publishing had begun before his employment. While it is unlikely that your employer will go after you for producing something that has no relation to it's revenue streams, why take the chance and give them more legal grounds to win. Have an IP lawyer look at it. And if the company isn't willing to exclude your writing, you may want to consider a different employer.

Offline dgcasey

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Re: Company wants me to sign away ALL IP?
« Reply #18 on: April 17, 2018, 07:37:52 AM »
As much as I loath Judge Judy, she's fond of making fun of unprovable verbal addendums. She likes to say that the corners of the contract are the entirety of the contract, and unless it's in writing, it never happened. Lining out or notating is the way to go.

Exactly. After all my years as a real estate agent, one thing becomes perfectly clear. If it isn't in the written contract, it isn't enforceable. There have been plenty of instances of two parties getting together over a deal and concluding it with a handshake and then later, have the whole thing fall apart when the judge asks to see the written contract.
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Offline jb1111

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Re: Company wants me to sign away ALL IP?
« Reply #19 on: April 17, 2018, 08:00:50 AM »
One other thing to consider, is that if the company you work for does not know what you do in your private life, there is less of a chance of them trying to go after anything.

Don't broadcast what you do outside of work, especially if the company you work for seems to be avid about this sort of thing.

But -- seek an attorney's advice. I think the others here are right on this. Contract law is simple on the outside but it is actually a pretty deep subject, and there are a lot of attorneys that specialize in IP.

Good luck.

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Re: Company wants me to sign away ALL IP?
« Reply #20 on: April 17, 2018, 09:19:59 AM »
By what logic would a company ever think it was entitled to work produced without company time or resources that was unrelated to the company? Probably, this is a clause written overly broadly without literally intending that consequence, but I'd never sign something like that. Who knows what bizarre use could be made of it in the future? Most likely, if the issue is pointed out to the company, it will revise the language--unless it really is trying to do a senseless rights grab.


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Re: Company wants me to sign away ALL IP?
« Reply #21 on: April 17, 2018, 10:25:04 AM »
Exactly. After all my years as a real estate agent, one thing becomes perfectly clear. If it isn't in the written contract, it isn't enforceable.

One of the things I see all too often in the dog world is a buyer signing anything the breeder puts in front of them in order to get a puppy. Then years later, the buyer has a fit when they realize the breeder is entitled to take every puppy from the dog's first litter or something like that. The buyer cries "unfair." And it's not. That's the contract. They signed it.

So I'm with dgcasey. Ready anything you sign. Don't sign anything with a clause you won't want to honor under the worst circumstances you can imagine. I think Kris Rusch has done posts along those lines talking about publisher contracts.

I also have to say many here in their posts mention working on their books on company computers. I did it myself back in the day (although that was back in the diskette days so I left no trace on the company PC). I've even seen posts talking about installing writing programs on company computers. A company wouldn't have to want your IP to use something like that against you. It could just want to make an example of you.

Offline Bards and Sages (Julie)

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Re: Company wants me to sign away ALL IP?
« Reply #22 on: April 17, 2018, 11:32:27 AM »
Further down the page, there's a paragraph that states, "just in case the work you create is exempt from IP claims, signing this document gives us rights to it as well. So there."

Is that the actual wording of the clause, or your paraphrasing? And what is the context of that specific clause? I'm pretty sure it doesn't say "So there."

IP clauses are fairly standard for any sort of normal employment. When I create Powerpoint presentations for safety training classes to be held in our offices, I don't own those presentations. They belong to my employer because they were made on company time with company resources. When the designers design displays for customers, the designers have no IP rights to those displays.

Without seeing the actual ENTIRE clause, not just the cherry-picked "scary parts" it is hard to say if the clause is normal or not. And when it doubt, ask. My employer knows that I write, and when I was hired I asked for clarification on their IP clause because I sometimes write on my lunch break. But my company explicitly has a clause that my lunch break is not considered "company time" for a lot of purposes (we have corporate policies on everything from surfing the internet to selling Girl Scout Cookies to co-workers). Which may sound like my employer micromanages, but in reality it is all a lot of legalese to say "Just don't do that stupid crap while you are on the clock or be bothering someone else who is on the clock."  :P

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