sdo@u1100a.UUCP (Scott Orshan) (02/10/84)
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What does the following really imply? Our employer has given us this
document to sign in return for a dollar.
I'm sure many of you have seen such forms, but I was wondering what the true
legal meaning is. Am I really signing away as many rights as it appears?
I'd be curious to see summaries of other companies' agreements (not
the whole thing, please) and any first hand facts regarding enforcement
of such agreements, either successfully or unsuccessfully. There must
be a lot of people out there who have left big companies to form small
ones, or become consultants.
Also, can I be forced (as a condition of continued employment) to
sign such an agreement? (Not that I would ever consider not signing -
does :-) have any legal weight?)
Employee Agreement
Regarding Intellectual Property
IN CONSIDERATION of my employment by CENTRAL SERVICES
ORGANIZATION, its successors and assigns ("CSO"), the payment to me of
the sum of one and no/100 dollars ($1.00), and other good and valuable
consideration:
1. I hereby assign and agree to assign to CSO, its successors
and assigns, all my right, title and interest in and to all
inventions, discoveries, improvements, ideas, computer or
other apparatus programs and related documentation, and
other works of authorship, (hereinafter designated
"Innovations"), whether or not patentable, copyrightable or
susceptible to other forms of protection, which during the
period of my employment by CSO or by its successors in
business, I have made, conceived, created or developed,
either solely or jointly with others, in the course of such
employment or with the use of CSO's time, material, or
facilities, or relating to any subject matter with which CSO
is or may be concerned.
2. I further agree, without charge to CSO, but at its expense,
(a) promptly to disclose any such innovations,
(b) promptly, upon request, to execute a specific
assignment to CSO of all rights, title and interest
to such innovations, including property rights
arising from patent applications, and
(c) to do anything else legally and ethically required to
secure patents, copyrights or other forms of
protection for such innovations in the United States,
and in other countries, both during and after my
employment.
3. I further agree, that I will keep in confidence and will
not, except as required in the conduct of CSO's business or
as authorized in writing on behalf of CSO, publish, disclose
or use, or authorize anyone else to publish, disclose, or
use, during the period of my employment and subsequent
thereto, any private or proprietary information which I may
in any way acquire, learn, develop or create by reason of my
employment by CSO.
Scott Orshan
CSO, Piscataway
201-981-3064
{ihnp4,allegra,pyuxww,abnjh}!u1100a!sdomcmillan@eosp1.UUCP (John McMillan) (02/13/84)
The form quoted, which protects the employer's rights to inventions, discoveries, and trade secrets, looks pretty ordinary to me. The point is that while working for your employer and using his facilities, you are making discoveries for your employer, not for yourself. Some of the terms of this agreement remain in force after you leave this employment, and again they seem ordianry and reasonable: - respect your former employer's trade secrets (very successfully enforced in the courts) - continue to assist your former employer to obtain patents pending, at the employer's expense. - Toby Robison allegra!eosp1!robison decvax!ittvax!eosp1!robison princeton!eosp1!robison (NOTE! NOT McMillan; Robison.)
geoff@proper.UUCP (Geoff Kuenning) (02/13/84)
Employment agreements such as this one are common, although the more enlightened ones explicitly give you the right to keep inventions you make on your own time, sometimes even if they relate to the company's business.
avi@pegasus.UUCP (02/14/84)
Scott Orshan asks: What does the following really imply? Our employer has given us this document to sign in return for a dollar. [followed by the agreement] Just be happy they gave you a dollar!!!!! I remember being asked to sign something similar one or two companies ago (it gets confusing when you move from Bell Laboratories to American Bell Inc. to AT&T Information Systems without leaving your office) without being promised any monetary compensation. Does this mean that our agreement was not legally binding? I am disturbed by some of the wording of these agreements. I wonder what this means about one of the (former?) employees in my building who was arrested for (allegedly (put in to please the legal types in this group)) doing some spying for the chinese in his spare time. He did not have access to our sensitive information, but was getting "military technology" from elsewhere. Does ATTIS own any such information that he gathered? From the way such documents are written, maybe they do!!!!! -- -=> Avi E. Gross @ AT&T Information Systems Laboratories (201) 576-6241 suggested paths: [ihnp4, allegra, cbosg, hogpc, ...]!pegasus!avi
govern@homxa.UUCP (Bill Stewart HO 4K-437 x0705) (02/15/84)
For the most part, the CSO Intellectual Property Agreement is reasonable - any work you do with CSO's resources belongs to them. Back when Bell Laboratories was Bell Laboratories, we had to sign about the same thing. (And they didn't even pay us $1.00 :-) ) My main concern, which several other people have brought up when this topic last came up, is "What happens if you develop something they want, using your own resources?". The prototype example, which is more a problem at ATTIS than at CSO, is personal computer software that you write on your own time. The last phrase in paragraph 1 of your agreement ends "... or relating to any subject matter with which CSO is or may be concerned.", and this might get you in trouble. Bill Stewart, AT&T Bell Laboratories -- The .signature file of Bill Stewart and/or the "govern" group account