
Ask HN: Will IP agreement with holdover period prevent work at startup? - throwaway12
I am considering a job offer from a very large Internet company in Silicon Valley.  Here are some excerpts from their Intellectual Property agreement.<p>"Invention means any invention or work of authorship, including without limitation any and all ideas, concepts, information, improvements, discoveries, developments, designs, formulae, materials, processes, procedures, techniques, mask works, know-how, artwork, data programs, software, source and object codes, and any other works of authorship or other copyrightable or patentable works.
...<p>During the period of my employment and for six months thereafter, I will promptly disclose to the Company fully and in writing all Inventions authored, conceived or reduced to practice by me, either alone or with others, including any that might be covered under Section 2870.  In addition, during the period of my employment and for one year thereafter, I will promptly disclose to the Company fully and in writing all patent applications filed by me, on my behalf, or in which I am named as an inventor or co-inventor."<p>Will signing such an agreement make it difficult for me to work for a start-up or any other company for six months after leaving this company?  It appears that for 6 months after I leave I would have to report to this company every line of code I write at my new company.  Is this sort of request common in the Valley?
======
pg
No, it is not common. I've never heard of anything so overreaching. It would
indeed deter any other company from hiring you, startup or otherwise. And I
think it tells you all you need to know about the company you're considering
working for.

Since you're using a throwaway account anyway, would you mind telling us whose
agreement this is?

~~~
throwaway12
Thanks. Based on your feedback, I plan to turn down the offer unless the
agreement is changed.

Regarding the identity of the company: I am concerned about embarrassing the
company publicly. I can email it to you directly. It is possible that this is
not a typical agreement at the company. I would be working in a group where IP
is of greater than usual concern.

EDIT: Mailed to you at ycombinator.com with my account name in the body.

~~~
walter
PG is right that it's not common. The problem with this provision is that it
would require you to divulge the confidential information/trade secrets of
third parties (e.g., your new employer, your startup, etc.) after your
employment with the Company ends. And in the software industry, 6 months is a
long time. The year-long obligation to disclose patent applications is
troubling as well, especially since patent applications are treated as non-
public/confidential information by the US Patent & Trademark Office until they
are either published (which is 18 months after filing), or issued (if they are
not published by special request).

It seems to me that this Company has this unusual provision probably because
it got burned by a former employee who left the Company, joined a competitor,
and filed a patent application for an invention that was conceived while he
was at the Company. In such situations, the Company should bring an action to
contest the ownership of the patent application rather than asking its
employees at the outset to execute an agreement to violate the confidentiality
agreement of any future employer.

------
curt
For big companies sadly that's pretty normal from my experience, I've had to
sign a similar agreement a couple times. That's how ebay is suing google for
google wallet. What you can do (what I do) is give a very broad prior art base
(they can't claim any work you have previously worked on). When I was younger
since I already worked on a huge range of projects they can't claim I
originated an idea while working with them. Sometimes they are even willing to
narrow the agreement, depending on the level of your position.

Learned about it when I got screwed a few times during college for a couple
inventions. At the time I thought the bonus was a fortune (5 figures), but
looking back they screwed me royally.

------
drallison
You need to consult a good IP lawyer on this issue and have her/him do the
negotiation for you. If you really want the job you can probably negotiate the
limitation to a specified subject area and require them to sign mutual non-
disclosure agreements for each and every disclosed bit of IP. Remember to
declare all future hobby projects to keep them in your control.

It would be nice if you were to publish the name and embarrass them in public.

------
Armence
I'm pretty sure that you can't throw away your Section 2870 rights. But then
again, I would consider it less than honest to sign an agreement with the
intention to challenge it if it were enforced. Also, not legal advice.

------
hrasm
I would read that as a short lived slavery contract and never sign such a
thing. My freedom to act on an idea I have at any time is much too important
for me to give up.

