DFJOHN01@ULKYVX.BITNET (GMAIL_FLAG_PERSONAL_NAME) (06/10/89)
Greetings. I am hopefully about to become employed by a very fast growing Macintosh software development firm and need some advise FAST. I received the Employee Agreement in the mail, and had problems with only one section of the Agreement. That section is presented below: Property of Company: All ideas, inventions, discoveries, proprietary information, know-how, processes and other developments and, more specifically improvements to existing inventions, conceived by the Employee, alone or with others, during the term of the Employee's employment, whether or not during working hours and whether or not while working on a specific project, that are within the scope of the Company's business operations or that relate to any Company work or projects, are and shall remain the exclusive property of the Company. Inventions, improvements and discoveries relating to the business of the Company conceived or made by the Employee, either alone or with others, while employed by or within one year following termination of employment with the Company are conclusively and irrebutably presumed to have been made during the period of employment and are the sole property of the Company. The Employee shall promptly disclose in writing any such matters to the Company but to no other person without the Company's consent. The Employee hereby assigns and agrees to assign all right, title, and interest in and to such matters to the Company, execute such assignments or other instruments and assist the Company in the obtaining, at the Company's sole expense, of any patents, trademarks or similar protection, if available, in the name of the Company. Okay. Does this mean that I will have to simply result to consulting for any outside income? Or, if I develop a software application that has little, or preferably nothing, to do with the Company's business I can without risk distribute this application as I see fit; specifically commercial, shareware and public domain. If there do seem to be conflicts in my outside interests and the Company's, how can I tactfully negotiate this issue without losing my chance for employment. Is this aspect of an Employee Agreement common in the software development realm? This is my first time facing such rigid guidelines and any and all help will be very much appreciated. Please reply quickly as I must make a decision soon. Sincerely, David F. Johnson BITNET : DFJOHN01@ULKYVX INTERNET : dfjohn01%ulkyvx.bitnet@cunyvm.edu UUCP : ...psuvax!ulkyvx.bitnet!dfjohn01 Obviously, the statements herein do NOT reflect my employers neither present, past nor future.
trebor@biar.UUCP (Robert J Woodhead) (06/11/89)
In article <8906101404.AA09781@jade.berkeley.edu> DFJOHN01@ULKYVX.BITNET (GMAIL_FLAG_PERSONAL_NAME) writes: >Greetings. > >I am hopefully about to become employed by a very fast growing Macintosh >software development firm and need some advise FAST. I received the Employee >Agreement in the mail, and had problems with only one section of the >Agreement. Under that agreement, if you do any work that is in any way related to the company's business (and this could be construed to be ``computer programming of any sort'') it belongs to the company. DO NOT SIGN IT. If you, working at home, build the better MacMousetrap, your employer will own it. The agreement is totally one-sided in favor of the Employer (guess whose lawyer drew it up). If you sign it, you are a slave. A proper employment contract should provide guidelines for defining what work is company related, and what isn't. It should protect the company from you going into competition against it, but at the same time, should give you some rights to your own original work. Go invest some $ in a hour or two of legal advice if you have any intention of doing any computer work outside your potential new job. -- Robert J Woodhead, Biar Games, Inc. !uunet!biar!trebor | trebor@biar.UUCP ``The worst thing about being a vampire is that you can't go to matinees and save money anymore.''
lim@iris.ucdavis.edu (Lloyd Lim) (06/11/89)
I am no expert on these matters but my impression is that these agreements
are typical or at least common. I signed one of these last year when I worked
for a bit and it worked out fine. I wanted to make sure that some shareware
stuff I was working on was excluded so I mentioned it. They asked what it
related to, saw it was no problem, and then I listed my projects in a certain
section. They also let me start any other of my own projects I wanted to as
long as they didn't relate to the job. You should check with your company
though since some aren't so nice.
Interestingly, my project manager left our company to work for a competing
company in the same area. He was restricted, of course, from not talking
about our company at all for a year. In fact, I think the other company has
him placed on a project that is not in competition with our R&D department.
I'm not so sure if this is the case anymore. A few of you reading this know
who I'm talking about (since we also lost quite a few software engineers to
this other company). I sure don't want to own a software company and have to
worry about this stuff.
+++
Lloyd Lim Internet: lim@iris.ucdavis.edu
Compuserve: 72647,660
US Mail: 146 Lysle Leach Hall, U.C. Davis, Davis, CA 95616oster@dewey.soe.berkeley.edu (David Phillip Oster) (06/11/89)
Cross out the offending paragraph, initial the cross out, then sign it.
When they ask you to sign another copy do it again. One friend of mine
was employed at the same firm over 10 years using this system. The companies
I work for just quit trying to get me to sign my mind away.
Remember, software companies need you more than you need them.
I usually agree that I won't come out with a directly competing product of
my own for at least five years. I also allow my clients the right to use
the source code as they see fit.
But, my writing is my memory, my experience, my knowledge, my mind.
Since I own my own mind, I can finish products faster for this employer
than those who have signed their mind away to a previous employer. This
is usually so important that I've had no trouble finding companies who'll
take me on my terms instead of someone else on the company's terms.
Remember, the lawyer who wrote that contract reserved the right to re-use
those paragraphs in other contracts. Why should he get a better deal than
you?
--- David Phillip Oster -- "Unix Version 7 was an improvement not
Arpa: oster@dewey.soe.berkeley.edu -- only over its predeccessors, but also its
Uucp: {uwvax,decvax}!ucbvax!oster%dewey.soe.berkeley.edu -- successors."james@utastro.UUCP (James McCartney) (06/12/89)
I've done contracting work and have been faced with agreements like these. If an employer has presumably hired you for your experience and expertise in a certain area, it seems hypocritical that these agreements are often worded to construe that nothing you learn here may you use in any future employment. No company should be able to lay claim to your "know-how", since they would not have hired you if you hadn't had it in the first place. --- James McCartney
awd@dbase.UUCP (Alastair Dallas) (06/13/89)
Yes, that's a standard employee agreement, and from what little I know of the law, it sounds enforcable in California. I've paid lawyers to explain this topic in the past <sigh>. The key thing is that your outside work has to be very different from what you were hired for--if they pay you to write Mac programs and you develop one on the weekends, it's theirs if they choose to exercise that right. If they pay you to write software and you produce a novel (or a software book) it's not theirs (or at least it's open to interpretation). The other key thing is that the limit is 1 year after you leave them, not forever--forever is not enforceable, I'm told, unless they give you some compensation for each year of forever.:-) Everything is negotiable, of course, but, as I say, this sort of contract is standard (I'm bound by something similar at Ashton-Tate, and I signed much the same as an architect working for Disney). The rub here is that fast-growing software companies like employees who dive in and work 100 hour weeks on the company's products, not work on outside ventures. So, you're right that they'll take a dim view of negotiations which leave you free to pursue a second career. On the other hand, if you are indispensible at the company _and_ you disclose to them a new program you've developed, they are much more likely to work with you to market it (and pay you royalties) than they are to sue you, fire you, or otherwise lose your talents to some other company. Companies are exploiting our talent, sure, but they _need_ us--I, for one, wouldn't have it any other way :-). /alastair/
shap@polya.Stanford.EDU (Jonathan S. Shapiro) (06/21/89)
Most of the agreement is boilerplate. The clause to really worry about is trhe one about what you do within 1 year of leaving the company. In some states such clauses are illegal, and they are usually unenforceable. On the other hand, as an individual, you may not wish to suffer the court costs of proving that. Get them to remove that clause. Jon
ala@hpindda.HP.COM (Alyson L. Abramowitz) (06/28/89)
I'm not a lawyer but the way I read that agreement unless you change professions for one year after leaving the company you would be unemployable. No other company is likely to allow anything you do for them to be allowed to be taken by your (then) former employer. The rest of the statement sounds standard but I'd get that wording in the paragraph about after leaving the company changed to state that you will not disclose any information of a proprietary nature about the company. Better yet, just cross it off and initial it and see what happens. Best, Alyson