
Ask HN: Doubts on NDA and side projects - CCing
Hi guys, I&#x27;ve found work like contractor in a startup incorporated in delaware, but with HQ in SF.
I&#x27;ve a doubt about the NDA that they want me to sign.<p>Here there are the most important parts:<p>INVENTIONS<p>a. Inventions Defined. &quot;Inventions&quot; means inventions, original works of
authorship, developments, concepts, improvements, designs, discoveries, ideas, know-how,
trademarks, and trade secrets, whether or not patentable or registrable, under copyright or similar
laws, that Consultant may solely or jointly conceive, develop, or reduce to practice while performing services for Acme Corp. during the engagement.<p>b. Assignment of all Rights in Inventions; Disclaimer of Rights in Copyrights .
To the extent that Consultant, as a part of Consultant’s services to Acme Corp., contributes to the
development or creation of any new Materials on behalf of Acme Corp., Consultant hereby assigns
all rights to such Materials, without any claims or demands for royalties or future payments
whatsoever.<p>NON COMPETITION AND NON SOLICITATION
a. Non-Competition. Consultant shall not during Consultant&#x27;s engagement directly
or indirectly render any services of a business, commercial or professional nature to any other
person or organization, whether for compensation or otherwise, which would prevent Consultant
from rendering the agreed services to Acme Corp. during Consultant&#x27;s engagement.<p>(or github for better format: https:&#x2F;&#x2F;gist.github.com&#x2F;inchr&#x2F;13165c2a2f792b23417f )<p>I don&#x27;t properly understand the part about the inventions...I must give them the IP of the work done for them, or I must give all the IP(also developed for my side projects, in my free time) ?<p>My question is: I&#x27;m allowed to work on my side projects in my free time ?
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jeffmould
IANAL, but my reading of that is that any work you do for them is their
property. It has nothing to do with any work you do for other clients or on
your free time. It's basically a protection for them that you won't come along
later and say you own the piece of their product you developed.

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CCing
I thought the same, but then the part of the non-compete is a bit weird. It's
like if they say: hey, until you work with us, you can't do any extra job(free
or paid).

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ocdtrekkie
"while performing services for Acme Corp. during the engagement" is the key
phrase here. Stuff you do NOT on company time shouldn't be claimable by your
employer.

However, if you ever work on it during your paid time, your employer might
have a claim to it.

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CCing
The problem is that 99% of the work is done in remote...so I don't have 9-5
work hours...how can I prove that I don't have done my side project using the
jobs hours ?

(I must work 20hours/week...but I can choice when work etc...it's flexible)

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ocdtrekkie
I don't your employer can characterize your entire life as 'work hours'. Do
you log what time you work for them (you should)?

It also might be relevant to ask, if your side project has anything to do with
your job or what you do for them. If it's completely unrelated, I think that
would also think that would help.

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CCing
Are both 2 web apps, but in completely unrelated fields...

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ocdtrekkie
You may also want to check with your HR department to see how they interpret
it. Your employer may even be willing to sign a statement clarifying they
won't attempt to appropriate your other works. You could also consult a lawyer
I suppose, though you've got to weigh the cost/benefit there.

I suppose the big question is how valuable you expect your side project to be.
In most cases it probably isn't a big deal, though if you think it's gonna be
the next Instagram or Uber, you might wanna make sure nobody comes after your
money once you're popular.

