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Countering IP Agreements? 112

Posted by Cliff from the rights-to-your-own-thoughts dept.
Ghettoimp asks: "I'm a grad student considering an offer for a summer internship with a large software company. The offer is appealing but has a horrible IP agreement which gives them the rights to work I create while I'm there, *and* rights to work I've created in the past. I proposed a counter-agreement but it seems quite clear that the terms are non-negotiable, and I have little reason to believe that this situation is different anywhere else that would be interested in hiring me (e.g., defense contractors, research labs). The agreement does let me list explicit items to exclude from this, and gives me space for four items. I am thinking about instead attaching a list of every program I have ever worked on at all. I know this won't give me any control over what I work on while I'm there, but could this be a viable strategy for keeping ownership of the programs I have already written? I just want to know that I will be able to use, distribute, and talk about my own work in the future without worrying about some ridiculous lawsuit."
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Countering IP Agreements? More

Countering IP Agreements?

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  • Lawyer lawyer lawyer (Score:5, Insightful)

    by rueger ( 210566 ) * on Saturday March 19, 2005 @09:58AM (#11984291) Homepage
    The offer is appealing but has a horrible IP agreement which gives them the rights to work I create while I'm there, *and* rights to work I've created in the past.

    Well, that's plumb crazy, and possibly unenforceable too.

    In any event the answer is obvious. Get to a real lawyer! That's who can tell you how to protect yourself in a sensible manner.

    Why oh why do people have such a hard time paying a few hundred bucks to a lawyer in circumstances where they could possibly suffer thousands of dollars in damage?
    • Bringing a lawyer in when your trying to get a job doesn't usually give the best first impression. It will most likely be you last impression
      • Who said he had to take the lawyer to the company?
      • Actually, no. They will see that this individual is knowledgeable enough to seek legal advice from a professional when needed, and also that this individual will be resourceful enough to sue the university if they screw up. Depending on the interviewer's long term agenda, it may turn out nice.

        My advice: Tell them to pay you for 24 hours a day, retroactively to your 12th birthday, if they want to own all IP on what you do now and did in the past. That should make them open the door so you can leave, and tha

    • He's a grad student (Score:3, Insightful)

      by JavaRob ( 28971 )
      Situations vary, but most grad students can't afford to toss away a few hundred bucks on an internship that they may not even get.

      When I was a student I was borrowing money from my brother to buy parts to fix my bicycle, so I could get around. I definitely would not have sprung for a lawyer in this situation.
      • Many universities have free albeit somewhat limited legal services available for their students. Most likely more than enough to get a quick consultation on something like this.

    • Why oh why do people have such a hard time paying a few hundred bucks to a lawyer in circumstances where they could possibly suffer thousands of dollars in damage?

      A few hundred? Where? In Bangalore?

      My guess would be that the entry level for getting 15 minutes of ear time from a minimally qualified "Intellectual Property Rights" lawyer, who is a member of the bar in an American state [or the District of Columbia] is gonna be about $5,000.

      And that would be if you knew someone who knew someone who knew

      • For a minimally qualified lawyer that works in the appropriate field, rates are probably in the neighborhood of $100 - 200 hour.

        I'd love to know who it is that you've seen charge five grand an hour. He must have the best clients ever.

        • For a minimally qualified lawyer that works in the appropriate field, rates are probably in the neighborhood of $100 - 200 hour. I'd love to know who it is that you've seen charge five grand an hour. He must have the best clients ever.

          The drunk who finished dead last in his law school class at the very worst law school in the state, who had to pay someone to take the bar exam for him, and who's about to lose his license to practice law because he can't write a contract that's gramatically or syntacticall

          • Just because someone didn't go to Yale, Harvard or Stanford doesn't make them any less qualified than someone who did. Those names are just something to put on a resume. They literally mean, "My parent's had a lot of money to send me away to school with," NOT "I am smarter than the guy in the next office who went to another school." Now if your talking about someone who handles the cases for the MPAA, RIAA, or some organization like that, I'm sure they can get $5000 an hour. But not because they're wort

            • Just because someone didn't go to Yale, Harvard or Stanford doesn't make them any less qualified than someone who did. Those names are just something to put on a resume. They literally mean, "My parent's had a lot of money to send me away to school with," NOT "I am smarter than the guy in the next office who went to another school."

              Just because you've got a degree from one of these places doesn't mean your parents are rich. If your academic records, gpa and such, are high enough these universities can pr

          • No, the ranges I provided are pretty accurate.

            And I assure you, there's a lot of good IP lawyers out there, from lots of good schools. But it's hardly as sexy a field as you think it is.

            I say this as an IP lawyer, who knows a ton of IP lawyers, and even more lawyers generally.
          • He's not looking for a lawyer to go to court with him. He's looking for someone to look over a contract and give him advice. Spending a few hundred bucks is about right.

            If you want someone to actually write a contract for you, obviously it's going to be more. If you want someone who specializes in IP law, it's going to be even more. And, if you want someone to go to court for you, it's going to start getting expensive. But, that's not what he's looking for. Not even close.

            I don't know what you think
          • I worked under an IP attorney who graduated from Harvard, Yale AND Cambridge and his rates were $250-$300 an hour, and he had some very impressive clients. Not all attorneys are blood sucking leeches, some actually enjoy the work they do.
          • Wow. Other people have responded already, but honestly I wonder what kind of experience you had which made you so bitter, since you seem to have no experience with lawyers at all.

            Large firms charge a lot per hour, which is why their clients are big companies. They're not necessarily better lawyers than ones in smaller offices (in many instances, they're not) but they have the scale and the resources to handle the big transactions and lawsuits big companies get involved in.

            Smaller law firms charge barely mor

            • IP lawyers aren't god's gift, either. No smarter, but perhaps a little squirrelier from not having a liberal arts background.

              As an IP lawyer, I assure you that IP lawyers are God's gift to mankind. And some of us do have liberal arts backgrounds. It's the patent lawyers specifically that usually don't.
              • As a patent attorney, I concur with your assessment that IP lawyers are God's gift to mankind. And I do have a liberal arts background along with my CS degree.
          • As a "Qualified" patent attorney, I can say that everything you spewed is absolute bullshit. Legally speaking, of course.

      • Re:A few hundred? (Score:3, Informative)

        by rw2 ( 17419 )
        The parent was modded insightful?

        A few hundred? Where? In Bangalore?

        My guess would be that the entry level for getting 15 minutes of ear time from a minimally qualified "Intellectual Property Rights" lawyer, who is a member of the bar in an American state [or the District of Columbia] is gonna be about $5,000.

        I regularly have my attorney review contracts (I'm a consultant) and the most I've ever paid was $500 for a 18 page one.

    • What to mention to the lawyer (and employer) (Score:4, Interesting)

      by davecb ( 6526 ) * <davecb@spamcop.net> on Saturday March 19, 2005 @11:28AM (#11984831) Homepage Journal
      I once worked for such a company, and a colleague pointed out that they were asking him to divest himself of all the equity he had in previously written programs.

      All of a sudden, it started to look expensive to insist on that clause, as divestiture usually involves buying out an interest. The discussion got bumped up the the V.P. (Hi, Ian!) who promptly struck the clause out.

      --dave

    • Why oh why do people have such a hard time paying a few hundred bucks to a lawyer in circumstances where they could possibly suffer thousands of dollars in damage?

      In general, it is a *bad* idea to get lawyers involved unless you really need them. They eat up your time, your money and they will often lead you in a direction that benefits them rather than you.

      However, that being said, when you need them, you need them. If, as in this case, some entity is attempting to hijack IP that is not theirs, yo

  • put some.. (Score:5, Insightful)

    by gl4ss ( 559668 ) on Saturday March 19, 2005 @09:59AM (#11984298) Homepage Journal
    put a 'mother' project on the list of excluded items(like, if you've published the stuff on some website put that as the single piece of work on it). it's not like you're going to list every piece of .h and .cpp anyways.

    and ask them if they will pay or not you for getting those preciousss projects of yours under their control.

    but.. if you're in a region where that is the norm.. well, you're kind of screwed. but try to screw them a bit back. I'd be more worried about what the agreement says about what you're allowed to do AFTER you move on from that place.

    • Hassle Factor (Score:5, Insightful)

      by justanyone ( 308934 ) on Saturday March 19, 2005 @11:47AM (#11984951) Homepage Journal
      ...you're kind of screwed. but try to screw them a bit back

      Parent post has a point. Create a mother project and describe it in very broad terms. This is not an attempt at cheating; the project is your 'Education and Upbringing Project' and it includes all your prior work in school both as official classwork and as personal investigations for your own betterment.

      Also, induce a hassle factor for them so they're less induced to try this legal tactic again for the next 100 applicants - attach a memorandum of "including but not limited to..." items that is several pages long, listing all the names of the documents in your 'my documents' directory, even personal letters (if you're not embarrased about their contents). Mention that neat idea you had in 4th grade for a dinosaur toy that had actual knives for claws and would explode if played with for too long by the wrong person (your brother).

      The point is to induce their legal department to have to review the list and thus take up their lawyer's time. Which will then induce them to change the wording so they don't have such problems with (pardon the insult, I'm looking at it from their point of view) "dweeby students and their silly IP fetishes" (grin).

      -- Kevin
      • The point is to induce their legal department to have to review the list and thus take up their lawyer's time. Which will then induce them to change the wording so they don't have such problems with (pardon the insult, I'm looking at it from their point of view) "dweeby students and their silly IP fetishes" (grin).
        It's far more likely the company will toss such an application right where it belongs... In the round file.
    • I'd be more worried about what the agreement says about what you're allowed to do AFTER you move on from that place.

      Exactly. A BIG one to worry about is non-compete clauses.

      When I was in school, a company made me an internship offer, but their proposed contract included a 1-year non-compete agreement. This doesn't sound so bad (you're in school for a year and then looking for the next internship or full-time job)... until you realize that your next job will start in only 9 months from the END of the othe
  • To give them the right of your old work isn't appealing at all.
    I guess it's a legal agreement, but I strongly encourage anyone to boycott companies like that.

  • What rights? (Score:4, Insightful)

    by Facekhan ( 445017 ) on Saturday March 19, 2005 @10:02AM (#11984316)
    Are they claiming ownership over your past work or just protecting themselves from a future ip claim of yours if you reuse code you have already written while working there? Does the contract grant them ownership or just a perpetual non-exclusive right to use and distribute it?

    • Re:What rights? (Score:5, Informative)

      by HalfFlat ( 121672 ) on Saturday March 19, 2005 @10:43AM (#11984564)
      I was given a similar IP agreement to sign at one point. And their stated concern was indeed for the protection of the company against future IP claims.

      So, given that, I was able to have the agreement ammended to state that the company has a perpetural, transferable, non-exclusive right to use and make derivative works from any such previous software that was not explicitly excluded.

      I was much happier with this, and the company had the same protection that they claimed they needed the clause for.

    • Re:What rights? (Score:3, Insightful)

      by GeckoX ( 259575 )
      Something else to think about as well:

      Can you even legally sign that?

      What I'm getting at is, have you ever signed an NDA at a previous job? If so, how could one legally sign away IP rights to all previous work done, when they don't even have the rights to the previous work they've done? Just signing the contract, it seems to me, would basically be breach of your previous contracts.

      • Agreed. If every new job expects to pull the IP rights rug out from underneath every previous company you've ever worked for, who's to say the company you work for after that don't do the same. You'll be repeatedly breaching contracts and signing away the rights to stuff you no longer own. At which point surely your new company is guilty of some form of infringement. Ach, this is all just stupid anyway. Tell them to take a running jump, I say.

      • Re:What rights? (Score:3, Insightful)

        by KarmaMB84 ( 743001 )
        If someone has previously signed rights to works away, then those works obviously can't be covered under the new contract because they're no longer his or her works. The previous works done bit is intended to protect the company in the event that the employee puts code from one of their old (not signed away) projects into the company's product. If the employee tried to sue them for royalties over the code, the employer can whip out the agreement and stop them in their tracks. I think the work done at the co
    • You've hit the nail on the head. It's a CYA clause on the part of the company. Otherwise, such a clause in a contract is unenforceable because

      i) You own the copyright to anything original you've written or created.

      ii) There must be an explicit written transfer of this copyright, or it's not valid. Re: SCO v. Novell

  • Can it really be a good job? (Score:5, Insightful)

    by mystran ( 545374 ) on Saturday March 19, 2005 @10:02AM (#11984318)
    While I definitely agree with others that you should consult a real lawyer, it sounds to me like there's something wrong with the company.

    Basicly, if someone has a dragonian IP policy, then it sounds pretty likely that they might have other dragonian policies hiding somewhere, and working for them might not be as much fun as it might sound like.

    I would definitely run, but it's against my policy to advice others, so do as you see fit. :)

    • The standard boilerplate IP agreement at almost all companies includes some pretty draconian clauses. There are probably a few companies out there that are fighting the trend, but the standard policy is to ask for more than you think you can actually get. Much of this stuff is unenforceable, and some of it they will alter for you if you are valuable enough to them (i.e., interns need not apply here).

      But I've seen requirements in non-compete agreements that prevent you from working in the same industry fo
    • Dude, a dragonian IP policy would be awesome! Lawful Evil red dragons could burn up overly-restrictive contracts while Lawful Good gold dragons would enforce the GPL!

      Much better than a draconian IP policy.

      • Dude, a dragonian IP policy would be awesome! Lawful Evil red dragons could burn up overly-restrictive contracts while Lawful Good gold dragons would enforce the GPL!

        While Chaotic Evil black dragons would buy up all of the patents and sue everyone -- after eating all of the gold-dragons of course.

        We call them Microsoft.
    • Basicly, if someone has a dragonian IP policy, then it sounds pretty likely that they might have other dragonian policies hiding
      Oh, they're not hiding. They're right under the "Here Be Dragons" clause.

  • Use your 4 exclusions BROADLY (Score:3, Interesting)

    by redelm ( 54142 ) on Saturday March 19, 2005 @10:10AM (#11984358) Homepage
    I might suggest IANAL:

    All works started prior to signing this contract.

    All works not directly arising from work directed and requested under this contract.

    Any opening in a contract is room enough to completely undo it.

    • If you have anything not published or not known outside of yourself, that is now codename: project X. Write "Project X" down on your list of previous projects. Also write down "Project Y" "Project Z" and "Project AA-AZ." The company may rightfully complain that those are stupid project names but hey, they're not your company's to name.

    • I might also suggest you are anal, but I'd much rather suggest to the author of the article to get out while he can, or stop fuzzing and wirte a long list.

      Simpel fact is that the company gets an opening to screw him over no matter how broadly he closes out the past projects.

      Heck, I reprogrammed hangman when I was around 8, they could sure use the IP embedded in those long lists of less than politically correct words and phrases.

      Get out.. get out now! If you wanna fetch coffee all day, go work at starbuck

  • What I do (Score:5, Funny)

    by Ratbert42 ( 452340 ) on Saturday March 19, 2005 @10:15AM (#11984380)
    Do what I do. Get someone else to scribble something in the signature part and wherever your name has to be printed. To top it off, have someone else put it in interoffice mail or just drop it on a desk so you have no ties to the "signed" document.

    Or type your own document and format it to look the same. Except for the title and the first sentence or two, just make it legal-sounding gibberish. Then sign that.

    If it's like our company, the HR person won't even look at it, it'll just go in your file, and you'll get a checkmark for that task.

    The last time we had a round of that at work, about 1/3rd of us refused to sign and they never pursued it.

  • I once signed such a contract... (Score:5, Interesting)

    by (H)elix1 ( 231155 ) <slashdot.helix@nOSPaM.gmail.com> on Saturday March 19, 2005 @10:17AM (#11984391) Homepage Journal
    When I first entered the world of development, I signed an 'all your base' contract. I did not have that much meaningful code so it was easy to list the important prior art. What I missed was all those AD&D and MUD programs I wrote up.... but a contract is a contract. I contacted the legal department and ask them for a template statement indicating their IP ownership to add an updated build license, and what source repository I should check in the newly updated 'Malice's Turning Undead toolkit'.

    The look on their face was priceless...

    Surprisingly, the internal counsel amended the contract to not include prior art done on my home equipment. A good decade and some later I would never sign something like that again, but it was really funny at the time.
    • 'Malice's Turning Undead toolkit'.

      I'm suprised they didn't take you up on the offer. Tools like that would be invaluable in both HR and Sales.

      HR Person: "Hello, we received your resume. Could you come in for an interview? ... Hello? Hello? Is anyone there?"

      Job Applicant: "Mnnnnnnngggghhhh!"
  • Maybe they will understand maybe not, but you can keep your head up high and look yourself in the mirror.

  • Echo (Score:3, Interesting)

    by BoomerSooner ( 308737 ) on Saturday March 19, 2005 @10:26AM (#11984441) Homepage Journal
    I have to agree with the previous posters. Anything you do on your own time should be your own. Start your career off right by telling them to fuck off. The sooner you learn to stand up for yourself the better off you'll do.

    My company has agreements releated to what our company produces exclusively. If someone wants to write the "next big thing" while they are working for me (obviously in their spare time, not at work), I would encourage it. In fact I'm looking at implementing a learning/research day where people are on call for critial problems that need to be fixed but don't have to work on anything in particular on fridays. I will require a log of activities and a progress report (to be certain that the time is spent on something, not just playing Doom III, unless of course they are into game programming!).

    My company has the attitude that you treat employees like they are #1. As a consequence it is easy to get them to respect and treat our customers the same way. I'd rather lose a shitty client than a good employee. Customers are easier to replace.
  • That sounds more like slavery than a summer internship. They want to own you lock stock and barrel. Is it really that important that you intern for that particular company?
  • I have little reason to believe that this situation is different anywhere else that would be interested in hiring me (e.g., defense contractors, research labs).

    That seems very unlikely. Research labs in particular often like to hire people who have done research in the past. Because of this, successful labs implement hiring policies that are attractive to successful researchers, not some strange policies designed to drive away anyone who has previously done anthing worthwhile.

    I can't say as much about

  • zerg (Score:3)

    by Lord Omlette ( 124579 ) on Saturday March 19, 2005 @10:34AM (#11984503) Homepage
    Never be a whore. If they won't change the agreement to allow you a simple summer internship, then walk away.

    Even if this ends up being a really lean summer, don't give up your pride... Maybe one of your professors has research money or something.
  • I would sign all my previous work over to a trusted friend. That way you would have no work for the company to take. Then, when your internship is over, just have him (or her) sign it all back to you. Rich people do it all the time with their money and property right before they get sued.
    • Problem is if it is worth a lot then you would have to pay gift tax twice.

    • I would sign all my previous work over to a trusted friend. That way you would have no work for the company to take. Then, when your internship is over, just have him (or her) sign it all back to you. Rich people do it all the time with their money and property right before they get sued.

      Sounds good, but if you're going to do this make sure you know the person well. They could take it and run with it themself. Remind me of what happened to some Japanese in WWII. When the Japanese were being interned s

  • 4 exclusions I would list (Score:4, Funny)

    by LordOfYourPants ( 145342 ) on Saturday March 19, 2005 @10:40AM (#11984545)
    1) Bonzi Buddy -- ask them if I can install it on their systems so they can see the beautiful masterpiece they may never own.

    2) The source code and image content of the goatse.cx domain. Again, show them the works so they may approve that they don't require access to this intellectual property.

    3) The flash video of the guy singing Dragostea Din Tei. Showing this is up to you.

    4) The phrase "Any combination of ASCII or UNICODE symbols manually or automatically entered via a standard or non-standard input device and stored electronically or otherwise prior to March 19, 2005."

    Seriously though? I would just stay away. Anyone "entrepeneurish" enough to ask to own your prior work will be "entrepeneurish" enough to hire a lawyer that costs $2X to find loopholes in the document your lawyer charged $X to prepare in order to protect you.

    • That's the exact article that I was thinking about when I came in here. Maybe we didn't give a suitable response there?

      Here's a tip: if you did any work on any software with licences like the GPL, make sure to state those cannot be put under IP unless they plan on releasing the source to the program (free or charged, but only up to the actual software price).

      In fact, you should mess around with some of IBM's open-source stuff, then sign away your life. Later on, IBM can come and rape them back for you.
  • You need to decide what your life's been worth up to this point. I'd suggest that it'd better be an extremely well compensated and desirable job to be worth that, but nobody can make that decision but you.

    That's giving up a heck of a lot.
    Laying claim to a persons entire life worth of thought.

    I know that there is NO job or compensation package that could ever be put together that would allow me to make that decision.

    My gut feeling on this is that this should be entirely illegal anyways. We live in a socie
  • I've read through (and fought for changes in) a number of NCA's and IP agreements, and while the standard agreement is pretty invasive and draconian, I've never seen a claim over the work you've done *before* you were under their employ. It's nuts, because it seems to me that YOU would be violating agreements with any previous employers if you neglected to list that work as an exclusion. I think even class assignments are technically owned by your school, so you would have to exclude them or be violating
    • First off, I'm not a lawyer. No one on slashdot is :)

      Secondly, it's probably safe to assume that he's just reading it wrong.

      But thirdly, I can fathom a reason for this sort of clause: any code you write while on the job might be considered derived from code you have previously written. (I know I've re-written code from what I've worked on at home when I knew it was the best way to do something.) This sort of clause would protect them if you ever tried to claim ownership of the code because it was similar
      • First off, I'm not a lawyer. No one on slashdot is :)

        I am.
      • I can fathom a reason for this sort of clause: any code you write while on the job might be considered derived from code you have previously written. (I know I've re-written code from what I've worked on at home when I knew it was the best way to do something.) This sort of clause would protect them if you ever tried to claim ownership of the code because it was similar to code you had ownership of.

        Ugh, you could be right. Of course that's insane, but this falls into my observation that they try to over
  • If there's something unacceptable in the contract, just cross it out before you sign. If that means they retract the offer, and that keeps you from crossing it out, then it's not really unacceptable after all, is it?
  • Don't give in to those terms. Allow them rights to what you create on company time, or using company resources. Anything else is off-limits.

    We have to stand up to these kinds of abuses now before more companies start thinking you sign away your rights as a human being just for the privilege of working for them.

    If you turn them down, I'm sure some whore will take them up on the offer, but you will still have your integrity and dignity. It might be small comfort when you are broke, but short of forming a
  • Cross out the offending portions. They will 1) not notice and sign it, 2) not care and sign it, 3) insist on owning everything you've ever thought of, in which case walk.

  • Run from Slashdot! (Score:2, Insightful)

    by jazman_777 ( 44742 )
    When seeking legal advice, don't come here. We just like to strut and preen our "I'm not a lawyer, but I play one on slashdot" stuff.

    Go find a real lawyer.

  • What happens if you had a prior IP agreement with another company? You have two companies laying claim to your prior work.

    If the first company's agreement supercedes the second, I would propose you create a company and
    assign yout IP rights to the new company prior to signing the new agreement.

  • If your alternative is to decline the job, it might be a better strategy than negotiating simply to return the contract with anything you don't like stroked out.

    I haven't done this with an employment contract, but I have with various other kinds of onerous-but-routine paperwork, and the amendments are rarely challenged. I have no idea if that's because the amendments were accepted or unnoticed, but I don't really care.

    But don't do it unless you can afford the chance that your amendments will be rejected
    • When you strike something out, be sure to date and sign (if even just with your initials) in the margin beside the lines struck out. Also, make sure to do this in *both* copies (ie dont forgot your own copy.).

      That's what I do, and I've never had anyone come back to me. Trying to *talk* to HR people about getting contract clauses changed gets you nowhere 9/10, however given these HR people never seem to quibble about strike-outs or maybe even don't bother to read the contract before signing it for the compa
    • However somw contracts ahve a complete and unmodified clause, which means that if the contract is modified it is invalidated. i.e. they must change the printed copy to make changes to the contract. If you struck this clause out as well however...
  • Tell them that you are happy to give them the rights to prior work if they pay for it and put a price down. For the four line field, what I put is "various works identified as copyright by me".
  • First, check your state's labor laws. Such a contract is explicitly not enforcable under California state law for example.

    Keep in mind that signing a contract agreeing to hand over the rights does not in fact hand over the rights (at least copyright), vague blanket agreements can't transfer copyright.

    All else failing, apply the Mom-clause. Write up a document transfer all your IP rights to your mother, have it signed notorized and so forth. Once she owns all you rights, you don't own them to sign them awa
  • Frankly, I would tell them to go fuck themselves. Go find a smaller company to work for if none of the bigger guys are willing to be more reasonable.

    This shit's got to stop somewhere, and that's all there is too it. Don't sell out.

  • Since you're a grad student, you likely already signed a contract giving the school rights to work you produce while you are there. A contract you sign with different parties shouldn't be able to void the existing one with your University. You may want to try your University's legal staff in contacting a lawyer. In addition, programs you have already made public can't be un-made public... well I suppose they could try?

    The main problem with this is, the University might just tell you that you are not all

  • The company I work for had a clause in the offer saying that they own everything that I do as long as I am employed there.

    I asked for clarifications.
    Did they claim all rights to any piece of music, art or literature I might produce at home during the weekends and if so, did they intend to treat it as a "work for hire" and compensate me for the time I spent on it? Not really? OK.
    What about software I wrote before I came to work for them and might continue working on, or open source projects I may contribu
    • I had a position with a large company which had a clause stating that they owned all IP created while I was working for them. *ALL* IP. So, I asked the HR people if that meant that they would own and take responsibility for the MS Word viruses that I liked to write in my downtime (for research purposes). "Certainly not!" was the reply.

      I asked for a clarification of what IP I created that they *would* claim ownership for. I never got a clear answer to that (in writing), and didn't stay at that company t
  • Legal Departments tend to be full of people who are highly risk adverse and might inculde overeaching and unenforcable language on purpose to give them a stronger inital negoating postion. Yes, it is suspect that the Univeristy is letting them get away with what I personally consider poor drafting.
    (Contracts are a bit like code, good ones are tight and do exactly and only what they need to do)

    Chances are that the univerity hasn't even noticed, a paranoid lacky wrote it, the leagal department tells t

  • Don't work in software until you're out of school. (Score:3, Insightful)

    by crazyphilman ( 609923 ) on Saturday March 19, 2005 @09:59PM (#11988468) Journal
    Here's my advice:

    You're in grad school right now. So, you must be building a thesis, which is probably the intellectual property of your university (if not, good for you). You have no way of knowing how valuable or useful your area of study might be. You might have something you can start a company with. Who's to say you're not one of those who comes up with the Next Big Thing and turns it into fifty million bucks? If you DO, you'll never forgive yourself for signing it all away.

    Forget the internship (or whatever it is). Stay independent, at least until you've given yourself every opportunity to create something.

    Avoid ALL NDA's, Noncompetes, and IP agreements like the plague. They're casting a net -- don't get dragged into the boat.

  • build yourself a catchall project (Score:3, Insightful)

    by clambake ( 37702 ) on Saturday March 19, 2005 @10:54PM (#11988722) Homepage
    step 1) Go to sourceforge and make a new project.
    step 2) In that project you dump the code for every personal project you ever worked on.
    step 3) Put the name of that project in your list of "shit that I own"
    step 4) never work on another project, just keep adding to your sourforce project and keep adding that project name to eveything that you sign your rights away to
  • Have you actually come up with something in the past that is of significant value or is this just a matter of principles?

  • Cross out (Score:4, Insightful)

    by jbolden ( 176878 ) on Sunday March 20, 2005 @08:42AM (#11990271) Homepage
    I've found crossing stuff out works well. People won't amend the agreements they ask you to sign but if you just cross a word or two out and then sign you'll often get away with it. Suprisingly often the person hiring you agrees the requirement is too strict.

  • Treat it like a test (Score:3, Insightful)

    by BenEnglishAtHome ( 449670 ) on Monday March 21, 2005 @08:10AM (#11997867)
    If the clause is as ridiculous as you depict, why not treat it as a pre-employment qualifications test? Strike it from the contract, sign, then congratulate them on coming up with such a novel way to separate the valuable/intelligent applicants from the idiots. After all, only an idiot would sign the contract with that clause intact, right? So congratulate yourself, in their presence, on having passed their test.

    At best, they'll be caught offguard and let it by. At worst, they'll re-affirm that they're serious, in which case you can congratulate them on *really* getting their money's worth from this gambit. Then you proceed to show them how sharp your are and how valuable you would be to the company by opening negotiations over just how much they're going to pay you for all the work you've done since you first touched a computer.

    In truth, I think they'll then show you the door. That would be a good thing. Haven't you read broadly enough to know that selling your soul to the Devil is *always* a bad deal?

  • Contracts that you haven't signed can be negotiated.

    My advice to you is to figure out exactly what you're willing to let them have, then call them up, say you have some problems with the IP agreement and tell that what you're willing to let them have. See if they're willing to change the agreement. It's possible that it was written by a lawyer with a paranoid attitude and that the management hasn't actually looked at it from your point of view.

    If they don't budge, then yeah, you'll probably want to

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