
Ask HN: What kind of IP agreement would make you uncomfortable as a contractor? - ritchiea
Obviously as a contractor I am building software for a client and I intend for the software I build to be the intellectual property of my client. What I am curious about is: in a consulting agreement provided by the client how do I recognize language that is overzealous and may be claiming intellectual property rights of other work that is outside the scope of the work commissioned by the client? (e.g. I have multiple clients and&#x2F;or I have my own company and client work is a part of my revenue but I might work on my own products)
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nness
Related to the issue of IP; I'd be wary of anything which aims to restrict
your trade. The laws probably change state by state, and its possible for a
contract to include terms which would never hold up if challenged.

Any restrictions on your ability to do work in the same industry or geography
is an immediate warning for me. Its difficult to draw industry boundaries and
a client could pick and choose adjunct industries at their discretion.

Anything bordering on a non-disclosure agreement is also a problem. If you are
freelancing for multiple clients, the chance that you might work with a client
with some overlapping concept or business model means that even being in the
room might breach your contract. Large organisations might have related
projects, that cause concern even if they aren't related to the work you are
doing. Confidentiality agreements would be safer, I imagine.

I had an employment contract that gave the company rights to personally track
or record me if required. I don't imagine they do so, and you can't relinquish
your rights when violation of the law is involved. What it would allow though
is the organisation to record my emails or phone history should I be breaching
my independence or regulatory duties, which I feel makes sense and is a much
different issue.

Either way, any alarming conditions are just something you should have them
clarify in writing. I think most of the time these contracts are fairly pro-
forma anyway. IANAL.

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justintocci
We have a company policy against signing contracts. Keeps it simple.

Occassionally someone says they need us to sign something and we ask why. 99%
of the time the actual fear is that we'll break the law. So i just point out
that since doing "x" would be against the law, _they are no safer if we sign
something_. What written agreements do is muddy the waters because now you
have to have a judge determine what the agreement says according to the law.

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brudgers
One way to manage this is to have your own contract serve as the basis for the
agreement. The second part of that is to be willing to walk away from
potential clients who insist on changing it in non-trivial ways.

Good luck.

