
My employer asked me to sign this "Invention Assignment" doc, should I? - JavaRhino
http://privatepaste.com/9c88efd63d
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mindcrime
Just this bit:

 _... 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).

~~~
JavaRhino
That is at the top of my list. I'm not sure what off duty hours actually
means, since I don't have formally defined duty hours.

I am relieved to note there's no language in there assigning them intellectual
property rights over anything I dream about at night.

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lrvick
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" ;-)

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gdubs
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.

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diego
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.

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JavaRhino
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.

~~~
anigbrowl
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.

~~~
JavaRhino
> I wouldn't sign this unless I had equity.

Great point. Do vesting options count here, or are you talking _real_ equity?

~~~
tptacek
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.

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GoodIntentions
OK. I didn't read all that, but...

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.

------
earl
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.

[1] [http://www.calstartuplawfirm.com/business-lawyer-blog/IP-
own...](http://www.calstartuplawfirm.com/business-lawyer-blog/IP-ownership-
and-assignment.php)

~~~
HardyLeung
A caveat here...

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.

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paulhauggis
Do you want your own company? If so, don't sign it. Personally, I would not
ever sign something like this.

