As it stands the clause effectively prohibits anything done by someone employed by you, regardless of whether it has anything to do with the company or not.
Parts 15 and 16 are worded as IP and business protection. 14 is certainly over-reaching.
Taking the wording you have used it would appear that an employee has to request written permission from their boss to do practically anything:
* Participate in a code dojo or hackathon
* Assist a friend in moving
* Help someone change a flat tyre
* Change your own flat tyre
The absurdity of the examples follow directly from the absurdity of the restriction placed upon people accepting the contract.
Whilst an individual sensible enough to read the contract would likely raise issue with it, it is all too easy to pressure them into signing anyway with phrases such as "standard language", leaving all the rest not sensible enough trapped.
I also note it is ironic that you suggest an external lawyer gives free advice on rewording, presumably this lawyer would have to foresight to have pre-approved giving such advice with their boss as they operate under their standard contract?
Of course I understand this is very likely a complete oversight. And that GitLab is very unlikely to have any malicious intent in this. However I do find the existence of such a clause very alarming.
What do you think of the language used in 2b of https://www.docracy.com/53/employee-proprietary-information-... ?
"To the fullest extent under applicable law, the Company shall own all right, title and interest in and to all Inventions (including all Intellectual Property Rights therein or related thereto) that are made, conceived or reduced to practice, in whole or in part, by me during the term of my employment with the Company and which arise out of any use of Company’s facilities or assets or any research or other activity conducted by, for or under the direction of the Company (whether or not (i) conducted at the Company’s facilities, (ii) during working hours or (iii) using Company assets), or which are useful with or relate directly or indirectly to any “Company Interest” (meaning any product, service, other Invention or Intellectual Property Right that is sold, leased, used, proposed, under consideration or under development by the Company)."
Usually "using company time/equipment/etc." are viewed as things that you obtained via your employment with the company. But what about things owned by the company that I would have obtained via the same channels as any other customer. Does Oracle have a claim on IP created using a piece of Oracle consumer software by an Oracle employee?
I am not knowledgeable or awake enough to comment with certainty on the "or which are useful with or relate directly or indirectly to any “Company Interest”" as backtracking to what the 'or' refers to has broken my brain.
But on the whole that is the kind of clause I would expect. It is more than reasonable (I wouldn't invest in a company that didn't) to seek unilateral ownership over company related work, IP and assets.
Thank you for being so responsive, now I feel somewhat obliged to drop GitLab onto our stack of infrastructure proposals.
Don't feel obliged but of course I do encourage you to take a look at GitLab :)
As far as I know, several European jurisdictions would work in a similar way.
14. Additional jobs
Other than with the prior written permission of the Employer, the Employee is prohibited during the term of the Employment Contract to carry out work – either paid or not – of any nature whatsoever, either for himself and/or for third-parties.
Yeah, seems a bit much...
Like I can't mow the lawn for the little old lady next door. Or take my friends kids to school.
Can't mow your own lawn either. And if you're an Orthodox Jew you can't use an elevator or oven.
How would anyone enforce such a clause? Contract law isn't criminal law -the state nor federal prosecutor isn't going to come after you- so the aggrevied party would have to sue the other. Which wouldn't even make it to court for such an overreaching clause.
Edit: having said that, it seems unlikely a reasonable person could write that clause, so I'm not sure how such a thing could come about.
That understanding is entirely incorrect, unfortunately. While the law does provide for clauses that may be nullified or voided by either a court or existing case law, and does require a meeting of the minds and an exchange, simple "unreasonableness" is not grounds for voiding, nor is onerousness.