ech@pyuxll.UUCP (Ned Horvath) (09/04/83)
The agreement you refer to, signed on the first day of work, to assign *everything* to the company, is indeed pretty universal. It's also generally considered (by lawyers I have consulted) to be utterly unenforceable. Rather, the agreement is meant to let you know that the company is hiring you to perform certain tasks, and that they expect to own what they pay you to develop. I think this to be wholly reasonable; reverse the tables: you have hired someone to provide you with a service, or develop some product for you. You are paying for it, don't you expect to own it? The way the agreement must be interpreted, in any court of law, is that the company owns what they pay you to develop. Period. The recent question on net.legal from the person who developed software on their own home computer on their own time actually has a very clear answer: the company has no claim whatever, would almost certainly not attempt to press such a claim in court, and would CERTAINLY lose the case if it did. In the final analysis, that agreement is merely a request that you act in good faith (granted that it is phrased so as to scare the excrement out of you). The fourteenth amendment prevents the company -- or anyone else -- from owning you or your brain. Common sense -- which is what gets applied here -- says that what the company buys, it gets: you don't take your code with you when you leave (the company owns it, rightfully), but you own your expertise, even if it was developed in part doing the job for the company: you are perfectly free to build a new, presumably superior, version which they DON'T own. This is distinct from the case where you are developing the same thing for the company and "on your own," otherwise known as conflict of interest. Such conflicts MUST be avoided, but again, common sense rules. Keep your moonlighting far from your on-the-job work and you are clean. And hope the judge is sane... =Ned=
ech@pyuxll.UUCP (09/05/83)
True, simply defending yourself against such charges could be
expensive. Now look at the other side: the company can afford
to press that suit monetarily, but they lose two ways: an explicit
precedent gets set that pulls the teeth on the agreement; and
the bad publicity ("Big Bad <your company name here> sues little
guy trying to make a buck on his own time"). Most companies
wouldn't risk either of those.
=Ned=dave@utcsrgv.UUCP (Dave Sherman) (09/06/83)
Ned Horvath (pyuxll!ech) states: >>>The way the agreement must be interpreted, in any court of law, is that >>>the company owns what they pay you to develop. Period. The recent >>>question on net.legal from the person who developed software on their >>>own home computer on their own time actually has a very clear answer: >>>the company has no claim whatever, would almost certainly not attempt >>>to press such a claim in court, and would CERTAINLY lose the case if it did. In many cases, that may be right. But it is dangerous to make such blanket statements. Remember, you are signing a contract. In the absence of other factors, you are bound by the contract. Other factors such as inequality of bargaining power, unreasonableness of the clause, etc., *MAY* work to make a clause invalid or unenforceable. But don't go around saying "the company has no claim whatsoever". If you've put your signature to a piece of paper that SAYS they have a claim, then they have a claim. Whether it stands up in court is another matter. Dave Sherman The Law Society of Upper Canada Toronto -- {allegra,cornell,floyd,ihnp4,linus,utzoo,uw-beaver,watmath}!utcsrgv!lsuc!dave