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This paperwork is standard. The company wants to protect itself against a scenario in which you, after being steeped in its business, come up with some way to do it better/more efficiently/cheaper but claim the idea came to you while you were at home in the shower and thus they have no rights to it. Your out is the form that lists the 'inventions' you might have that you want excluded from this clause. You can always add to it later, too, should you come up with something that is unrelated to your employer's business that you want to work on yourself as long as you and the employer can agree it doesn't interfere with your full-time duties as an employee. Usually, all of this is a formality - just keep the paperwork up to date when needed. I don't think your new employer is trying to screw you.

This paperwork is standard.

I strongly disagree. It's not unusual for a new employer to try to pull a fast one here, but IME the actual standard among reasonable employers and employees involves wording like "in the course of your employment" or the local equivalent. In short, what you do on company time, with company resources, or in connection with your work at the company is theirs, but anything else is yours by default. This sort of arrangement protects their interests just fine without granting them unnecessary and unreasonable control over their employees' lives outside work, at which point whether the employer is trying to screw the employee on this or not is academic because they have no contractual ability to do so.

Well, I guess I strongly disagree that it's 'not unusual' for employers to try to 'pull a fast one'. This sort of agreement is standard precisely because it gives both parties a way to protect themselves and delineate what belongs to whom. Bad things happen when you don't have such an agreement. Perhaps things are different in the UK, but I'll echo what 'borksi said downthread - just about every software job in the US will come with such an 'Assignment of Inventions' bit of paper.

This sort of agreement is standard precisely because it gives both parties a way to protect themselves and delineate what belongs to whom.

But it doesn't. What it does is make the employer win by default, even for things that have nothing to do with the job. Given the dramatic power imbalance that almost certainly exists between employer and employee anyway, this is the wrong way around. In fact, it's such a bad idea that there is now statute law on the books in various jurisdictions -- including, as I understand it, some states in the USA -- explicitly to nullify such terms in employment contracts.

This is such a bad idea [...]

I'm afraid this matches neither my experience and, I'm willing to bet, the experience of just about everyone who's worked in the field in the US in the last couple of decades. Again, I know nothing about how things work in the UK. In the US, this stuff is a formality akin to all the other formalities of an employment contract, say, your tax, 401k and health insurance forms.

Heh, the stuff I've been screwed on the hardest is stuff where the boss or the HR officer has said "it's just (standard|a formality|the norm)", despite not encountering those things in other workplaces.

Edit: I guess the moral of the story is that something being dismissed as 'standard' is a red flag to confirm that on your own time. Maybe it is a standard, but if that's the only explanation they're using, it's not good enough to stand on it's own.

Here here. I was told that giving a prospective employer full medical history was "standard" despite not even having done it before. Don't believe "It's standard".

"Just a formality" or "standard" is how 100% of abusive contractual terms are described.

The fact it is common (and, sadly, it is) does not mean it is right.

I'm not entirely sure of your statistics but I'd urge you to consider that 'standard' and 'just a formality' is also how very nearly 100% of things that are actually standard and a formality are also described.

"Just a formality" = "it's meaningless"

Well, if it's meaningless you can take it out.

So suggest that.

You'll quickly find out when you suggest that, that "just a formality" usually translates as "ok, maybe it's not such a formality after all, but just sign the damn thing already please". Red flag, in other words.

Similarly, "standard" is another ridiculous term to use in contracts. There are no "standard" contractual clauses, there are only common contractual clauses, and "common" does not necessarily mean "reasonable". There are plenty of very common and highly unreasonable clauses like the one the OP complained about.

Both terms are examples of weasel words when used in the context of contracts: https://en.wikipedia.org/wiki/Weasel_word

"Just a formality" = "it's meaningless"

I never said that. So your rephrasing my words into something I did not say and then wikipediaing me about 'weasel words' seems particularly ill-placed and insulting.

He's not saying you said that. He's saying that in English, if something is "just a formality" then that is roughly equivalent to saying that it does not serve any function, and as such it should be reasonable to ask someone to take it out if they truly see it as just a formality.

Since it very often isn't actually a formality, when the other side in a contract negotiation is using phrases like "just a formality" it very often qualifies as weasel words.

Silhouette's point is that the good employers use language that qualifies the inventions to which they are entitled: on company time or equipment and relevant to the company's business, etc..

Or, instead of that, they hand you a piece of paper where you get to list your inventions. Which is much simpler, less prone to misinterpretation and perhaps a reason why everyone does it that way.

Perhaps instead of that, they should give you a list of inventions which they own and you sign that, and anything else that you come up with on your own time is yours.

It's ultimately about power. You rely upon the company for sustenance, it doesn't rely upon you. That manifests in contractual terms which are basically designed to give the company license to completely screw you.

Perhaps instead of that, they should give you a list of inventions which they own and you sign that, and anything else that you come up with on your own time is yours.

If the "list everything you've ever done" argument is reasonable, then the logical counter is actually rather stronger than that.

The true equivalent would be that the company must list all inventions and IP they have ever created in their history, including before you joined. Rights to anything they don't list automatically belong to you as the new employee, even if it was created on a work PC during working hours as a result of an employee's current job and the employee was duly paid for it. And if the employer then inadvertently grants rights to one employee and then the same rights to another one later, as they will for any invention or other IP they forgot to list, they are legally on the hook for any damages when it turns out they couldn't actually grant the rights the second (and third, and fourth...) time. Finally, employees are not required to accept any new items the company wants to add to its list of claimed inventions and IP, even if the new item is entirely created by staff on company time and using company resources.

I think it's fair to say you'd have trouble finding a company lawyer who advised their client to accept that kind of term. And yet companies attempt to impose the equivalent on their employees all the time.

Of course, and then that smart thing that you did a few years ago but don't quite remember now suddenly belongs to the company. Way to go there!

I'm really not sure how you can think this is a decent way to phrase things just because 'this is standard practice'.

Hehe, my point was that both qualifying language and an explicit list are not mutually incompatible; in fact we have both in my current assignment of inventions agreement.

Oh, I have no trouble believing that. It's certainly possible to write a more humane AoI. But the purpose of these is mostly to make sure that they don't matter, so I was hoping to reassure the OP that (with basic care) such agreements don't matter and that the 'get a lawyer' and 'this isn't how it is in the UK' pitchfork crowd is simply wrong.

If you have a nicer, professionally-vetted, less scary-sounding AoI, that's terrific. I'd encourage you to post it somewhere as a template.

I have no idea what of my personal work qualifies as an invention.

That's an easy one. List it in your AoI exemptions exhibit. 'Invention' is a term of art, rather than a term of English, in this case.

> it gives both parties a way to protect themselves and delineate what belongs to whom

Some contracts state "The company owns everything you do, even in your spare time". I can't see how this protects the employee at all.

It protects the employee from the company's own lawyers.

By the employee giving over everything! Yes, it saves you from any court case, because the employee owns nothing!


Pretty sure the parent was making a dry joke. 😉

As will the UK and if the contract is silent custom and practice applies.

Just because something is in an employment contract doesn't mean it is enforceable.

True but

1 how do you as a civillain know which ones aren't enforceable (justicable) 2 can you afford to fight an employers

Sorry - I should have mentioned I'm married to a litigation lawyer. Mind you - I still got a separate employment lawyer from her firm that she recommended to help me negotiate a separation from a previous employer and that worked out really well.

So yes - I'd strongly agree with the overall sentiment that anyone with contractual issues with an employer speak to a employment lawyer. Interestingly enough in some situations UK law requires that the employer pays for the legal advice...

I agree with this, mostly its about avoiding in interesting litigation hassle where you 'submarine' your invention into a company and then sue the company for stealing it.

That said, it is always a good idea to keep really good records of what you're doing on your time, and the things you have "baking" when you join a company. That will help you in two ways, one it makes this paperwork trivial to fill out [1] I know of one case where it started a discussion with some IP people at the hiring company who then offered a lump sum to purchase the disclosed IP.

It is pretty standard language these days. Given the hiring challenges you have the option of working with a lawyer to create an agreement that is more agreeable to you, however failing to come to terms on that agreement is a perfectly reasonable reason for someone not to hire you, even if they had previously said they would.

Last tip, if its something that keeps you up at night you're probably not going to be happy, long term, working for anyone but yourself.

[1] One tip, you don't have to have list details here just a reference identifier, so for example if you're working on "Studmuffin: The Game" just mention "all rights related to the game: Studmuffin: The Game" on your disclosure form, and later if the question comes up (like they try to say you some how worked on it on their time) you can refer back to your dated notes from before your employment and your records that you kept on time spent that wasn't company time or company equipment.

I had the pleasure of reading some comment of yours a few months back about your work on NIS+ at Sun. These are all perfectly sane ideas but surely when you were at Sun, you signed an AoI agreement _at least_ as restrictive as what the OP is talking about. Or was that not the case and/or did you involve lawyers?

Coincidentially I've been on a kick for a while now of scanning stuff and was looking recently at some of the employment agreements I've signed over the years. My non-lawyer impression is that they all "say" about the same things but get progressively more detailed about it. The most recent one I signed was as part of the Blekko acquisition by IBM. Blekko's was pretty strictly boiler plate, IBM's has clearly been litigated a few times and the terms stated more clearly. The exact contents are of course confidential (which I find sad because as far as I can tell there isn't anything particularly valuable in say Google's terms versus Sun's terms and comparing them is interesting.)

And when I went to Sun my 'disclosures of previous inventions' was empty, when acquired by IBM it was about a page and a half. Of course if they are going to be somewhat detailed, so am I. So for example I now always mention my web site (which is much neglected of late but has a few ads which make a small amount a money each month), between my Google and Blekko engagements I had a pitched a storage idea to a couple of people, no one has actually built it yet so I keep it on the list, Etc. The sorts of the things you tend to collect over the years. Nobody has ever had any issue with me putting these things on the pre-disclosure list.

Generally I've found the much more onerous terms are the requirements for using your personal device to access work resources, they have gotten quite extreme (which I understand, given the security challenges). When the agreements start to reach out to computers or what not that I own and that do not have any connection with my employer I start to get a bit twitchy :-).

Bottom line, I think Sun's AoI had the same Intention as the ones the OP is talking about but it wasn't as verbose about it, and over the years I've noticed more and more verbiage to make it really clear that when you work for company X they really own the things you develop on their time, even if you think you're contributing to an open source project as part of your job. That latter wasn't even a 'thing' when I joined Sun.

Hah, yes, there is no question the verbiage has become, well, verbier over the years, probably not for the better.

Nobody has ever had any issue with me putting these things on the pre-disclosure list.

This has remained a happy invariant. Short of the rare case of ending up in a deeply adversarial relationship with your employer, I don't think anyone gives much of a hoot about this stuff. But it's useful to write it down.


We haven't seen the paperwork, but a deliberate change in employment contract is not something that's done just for fun or on a standard basis.

It doesn't seem to benefit the original poster to sign the contract as it stands. Contracts are supposed to be an equitable agreement between two parties - there is no "standard". Standards which benefit only the employer can and should be questioned.

OP should speak to an employment lawyer about the contract as a whole and any clause they are concerned about.

> deliberate change in employment contract is not something that's done just for fun or on a standard basis

What about acquisition as in this case? That seems rather expected. It makes sense that procedures and policies change (including what contracts look like) to reflect what the "parent" company use, and there may be new set of IP brought to the company (which may cause new conflicts). And as the post above mentioned, it should benefit the employee as well by having a document listing what's truly his.

This is very different in the US from what I understand; I can't help you there. Locally:

Acquired employees legally remain on their original employment terms and usually have rights to continue uninterrupted work on those same terms. This right also applies if a company is liquidated and reforms.

Given that employees have this legal right, and that acquiring employers must know this (employees tend to be less aware), an acquiring company holding a new employment contract should be treated with extreme suspicion. The company must negotiate what they need, or the employee can just continue on the old terms.

I would suggest an employment lawyer is necessary in that situation. Particularly, since just ignoring the employment contract may constitute implicit agreement.

I'm not sure what you disagree with. And I suppose I'd have to ask you and all the other 'speak to a lawyer' people. Have you ever signed an employment contract in the US? Have you ever hired a lawyer to review it? If so, what did they tell you about the AoI?

I'm disagreeing mainly that any clause can be described as "standard" - if it is described as "standard", it usually means "unfairly in the company's interest". There is no standard employment contract, by any definition of the word standard that I understand.

I've signed employment contracts, not in the US.

I've hired lawyers to review employment contracts on several occasions.

One reason that advice here on HN is insufficient is because we don't know how or whether any clause affects or will affect the OP. A lawyer will be able to discuss the full consequences of the contract with reference to the OP's personal situation.

In my personal case, lawyers have consistently advised me that an Intellectual Property transfer clause is strongly against my interest to sign.

When I have taken this back to employers, this has led to quick and easy resolution - in both directions. In one case, that clause was stricken happily and with no problem. In another case, it quickly became obvious that the employer was acting in bad faith and I was happy to leave.

So you don't know anything about US employment contracts but you're arguing anyway. I'm sure that's helpful to the OP.

OP: this is a pretty standard clause. A common phrasing in CA would be

   Company owns right, title, and interest relating to any and all inventions 
   [...] during the term of my employment with Company to and only to the 
   fullest extent allowed by California Labor Code Section 2780.
2870: http://www.leginfo.ca.gov/cgi-bin/displaycode?section=lab&gr...

I've signed very similar assignments for 5 different companies.

It is critical, however, to read your contract. I recently told a company (founded by ex-google, backed by tier 1 vc) to DIAF because they dropped in their 16 page (!!!) employment contract a few special terms:

if I conducted any company business on my cellphone or personal laptop they had the unlimited right to audit it.

I was like, well, if I take a miscellaneous call on my cellphone, that's conducting company business. So you now have the right to read my personal email on that same phone? Or if I answer a work email from my personal laptop, the same deal? Hells no.

Given the time of day, I suggest that the majority of people that will read these comments are in Europe. I have only tried to offer my opinion and be clear about my situation in response to a direct question. I can not offer appropriate personal and local legal advice on this forum (and nor can anyone else, as I was trying to make clear).

But "...to the fullest extent allowed by law" seems pretty much like what I'm talking about - a "standard" clause that benefits the employer maximally and with unlimited scope. It appears to automatically update with any changes to that law to ensure that it continues to benefit the employer maximally and with unlimited scope.

It's implicitly threatening language that is otherwise only seen with "Shoplifters will be prosecuted..."

I would be pretty concerned about that. The fact that you have accepted that as a standard, personally or culturally, doesn't make this any less of a concern for me.

Accepting clauses like this, as standard without question, is bad for everyone in the labor market.

OP should argue with such a clause if it doesn't suit them.

I've signed employment contracts, not in the US.

You'll forgive me, but surely, in this case at least, this makes further conversation pointless. It's a question about a US employment contract and whether its clauses are onerous, unusual and how to handle them. A topic in which, as far as I can tell, by your own admission, you have neither experience nor expertise. Correct me if I've misrepresented your position in some way.

Well, I have signed a US employment contract that didn't have such a clause at all. If it did have such a clause I wouldn't have signed it.

So on what basis do you claim it is "standard"? In which states?

I have no reason to believe it isn't fairly common but that's very different. I've come across clauses like that in various places in Europe too (though I've then usually been able to point out that under local law most of their clause is null and void).

I'm not sure what to tell you. If you sign up to work at Google or latest catpicture sharing startup, as a fulltime employee, you will certainly sign an 'Assignment of Inventions' agreement. It's completely routine and will not rob you of your precious inventions.

I don't see anyone arguing that there wont be IP related clauses. What I see people taking issue with is the idea that the extremely restrictive example given by the poster is "standard".

I've given you a counter-example. I worked for a venture funded Silicon Valley startup. I didn't sign anything that gave them rights to anything created outside working hours on my own equipment. Neither did anyone else there.

I don't doubt it is common, but I've also not seen anything to indicate that it's something you'll meet often enough that I'd consider it "standard". Maybe my company was the one single exception in the entire US, but that seems unlikely to me, especially given the other comments here.

It's not a matter of whether or not the paperwork is standard, the problem is that an acquisition does not normally require existing employees to sign new contracts and 'harmonizing' the relationships the company has with its employees is something they would only do if they feel their own contracts give them a more solid position on something they care about.

So this is a non-negotiable reduction in the legal position of the employees at best.

an acquisition does not normally require existing employees to sign new contracts

I'm not sure why you think that is true.

So this is a non-negotiable reduction in the legal position of the employees at best.

This is an extraordinary statement that requires the requisite evidence. I don't think it matches US law or precedent, it simply seeks to formalize it, while giving the other party a full and fair negotiating position.

Every single case I can think of where employer and employee/buyer got into such a spat are the ones where such agreements were not in place. Can you think of a counterexample?

For unemployment purposes if a employer in the us changes anything about your employment involving compensation, you don't have to accept and they can only fire you and you can still collect. He can say my ip is potentially worth X million I want to be compensated, to continue to own it, or be fired.

Every single time a man has abducted a child he was not in jail. Can you think of a counterexample?

Plenty, would you prefer those of a man who has not abducted a child and not in jail, those where a man has abducted a child and gone to jail, or those where a man has not abducted a child and gone to jail? Because all three have very many examples available.

It probably would have worked better if I phrased it in the present tense. Every single time a man abducts a child he is not in jail.

Yep, that would work better indeed, I would not be able to think of a counterexample. :)

> an acquisition does not normally require existing employees to sign new contracts

My anecdata differs. I was with a company that was acquired and I had to sign a non-compete that did not have with my previous employer. (There may have been other things as well in the contract but I don't remember.) Said acquirer, BTW, has been one of the most vocal in preventing Massachusetts from putting non-compete restrictions in place

'had to' or what?

Yes. "Had to" or be terminated. As I recall, they made it pretty clear that this was not a negotiation. I'm skeptical that there would have been much wiggle room given that the company in question has been one of the most vocal opponents of the state where it's headquartered restricting non-competes through legislation. I signed because, in part, the non-compete didn't really affect me a lot because I wasn't senior enough at the time.

I really hate this idea that there is anything you can put your signature to which is "standard" or "a formality."

I can absolutely 100% guarantee you that if there ends up being a legal dispute here, anything and everything signed by the employee will be used against them to the extent possible. Nothing is going to be "a formality" in that case, which is the only case where it really matters.

"Standard" is just another way of saying, "we hope you don't try to negotiate anything, because that would be inconvenient."

Both are ways of trying to make an already lopsided transaction even more unfair.

My response to "standard" would be, it may be standard for you but it's not standard for me, so I'm going to check it out, and if I want changes I'll suggest them. If you're inflexible on making changes, then I guess we won't sign. My response to "formality" would be, if it's important then it matters, and if it's not important let's just take it out.

It's really funny how these things suddenly change if you challenge them. Stuff that's "just a formality" suddenly becomes super important if you try to remove it. Stuff that's "standard and cannot be changed" is suddenly completely negotiable if you tell them you'll walk if it's not changed.

Well, I hate to be the 'do you even lift, bro?" guy but do you work in the US? Has an AoI never crossed your desk? These aren't some oppressive tools of the man trying to keep you down. They're an attempt to head off the terrible problems that arise when IP issues are not explicit. And yes, they're standard. Was your response to 'standard' the same last time you signed an agreement for apartment rental or car insurance? How did that work out?

Yes I work in the US, and no I've never signed anything like that.

I've never had anybody who rented me an apartment or sold me car insurance try to tell me that their agreement was "standard." I mean, I'm sure the insurance stuff at least is literally standard, in the sense that they have a single document they give to everybody. But I've never had anyone use the word "standard" in any context except a stupid contract that they wanted to scare me away from negotiating.

I have no illusions about being able to negotiate a contract I get from Geico. But I also won't sign it unless I actually agree with the whole thing. Call it "standard," fine. But don't say it's "standard" therefore it's OK if there are parts you don't like.

And I don't care how common it is, a contract that says the company by default owns everything you've ever done except for things you've explicitly listed is oppressive. What if you just forgot about something important when you make the list? A clause that says things you make on company time are owned by the company is somewhat sensible (although my understanding is that it's unnecessary, as that's already the law). Say you have to tell them everything you've ever made, and they by default claim anything you didn't explicitly list, is nuts.

Are you saying you work in the US, as a full-time employee and you've never signed an AoI agreement? It's certainly possible but it sounds very unusual.

I don't believe I have. Certainly never anything as far-reaching as this one. I've never worked for a big company, partly for reasons like this.

Well, colour me surprised and I'll take your word for it. Take my word for it that AoI's are routine in companies big and small and that, in fact, nothing bad comes of them, statistically ever.

Well, again, if they're not going to be used for what they say, then the wording can be changed. If the wording can't be changed then I can't trust them never to use it.

I'm very uninformed on these matters, but just out of curiosity, what about the cases where you come up with some way to do it better but your employer isn't interested? Is getting them to sign a waiver saying that you can develop something on your own time on your own equipment the only way to legally create something that falls into the same category as what your employer is doing? So if they refuse to do that, you're effectively barred from writing a certain category of software unless you quit the company and wait X years?

I think it's reasonable to say that you can't compete with your employer, without drawing their legal ire, while you work for them. The flip side of it, at least in California, that it's very difficult for an employer to keep you from working on whatever you want for whoever you want (as long as you're not actually infringing on their IP or running off with their trade secrets), once you are no longer employed by them. The examples of this are legion - HP didn't sue Wozniak after he left to invent personal computers. Same for everyone who leaves Google or Facebook or Apple to pursue some idea of their own. "Former employer sues budding entrepreneur" is a story you almost never hear.

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