How to handle clause claiming developments "relating to the business of the company" in a large company?
I'm looking at an employment contract that wants me to assign any "development" that "relates to the business of the Company or any of the products or services being developed, manufactured or sold by the Company". This is in California, and I think this language pretty much matches the ceiling provided by law.
HOWEVER, it's a big company and I don't know then entire list of products and services "being developed, manufactured or sold by the Company", so my instinct is to ask for a narrower definition. I'm a programmer, and it's easy to imagine writing some code that "relates to the business" etc.
The question: how to handle a company that really wants me to sign their broad, boilerplate, IP assignment.
Top Answer/Comment:
This is an extremely common, almost universal, clause in employment contracts with large technology businesses.
In practical terms, what this boils down to is that you offer your inventions to your employer first. If they claim these, you will generally be rewarded to some degree, possibly indirectly; details depend on the invention and the company. If they tell you it's outside their scope of interest, that frees you to do whatever you wish with the concept; you can and should get that in writing.
Yes, it's fuzzy. But the argument is that part of what they are paying you a salary for is your creativity, including ideas that arise when you are not on the clock.
Good luck finding an employment contract which does not contain this clause, unless you are in a country which explicitly forbids it.
You can ask them for examples of where they draw the lines, and how a hypothetical creation would be handled. For example, my employer permitted involvement in open-source projects without needing to examine every idea; they trusted that employees were clever enough to recognize when something was a big enough breakthrough then it should be called to the company's attention first.
Also, if you already have something in progress you can ask the company to explicitly and specifically exclude that from the IP agreement. They may or may not agree, and you may or may not want that job as a result. I was able to write in a clause permitting further work on a prior invention that we agreed was outside the company's interests.
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