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In my previous job I applied a small bit of Python code that I had previously developed during my academic studies. I made clear that the IP was mine and that, because I generated it in the past, the company did not have ownership over it (there was a clause in my contract that any IP generated during my employment, whether in work or non-work hours, belongs to the company. This is fairly standard in my industry). When I left the job I took the code with me.

My old company slept on this somewhat, and now want a version of this code. They are willing to pay me for the time to develop it into something usable for them, which I estimate would take a few days and that I could charge about £500-2k for, considering typical day rates in my industry.

Financially I would like to do this small piece of work, which could be done in evenings and over weekends. However, in my new job I have a clause that states that:

You shall not work for anyone else, whether paid or unpaid while you are employed by the Company or have any financial interest in any capacity in any other business, trade, profession, without prior discussion and written agreement from the Company

What is my best course of action here? Do I have a legal/moral obligation to tell and get permission from my new employer or is it something that I could pursue independently, given that it is all to do with aspects of my previous jobs and my own IP?

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    Are you able to clarify why you think the clause is ambiguous here? It doesn't mention anything about intellectual property, or specify any conditions. It appears reasonably black and white. May 7 at 13:47
  • What do you mean by "I took the code with me"? If it is what I think it is, I would just donate the code to the company. Now it sounds like you wrote some code, licensed it to the company, where you also accepted the license on behalf of the company, and now you've retracted the license.
    – Abigail
    May 7 at 15:38
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    The clause is pretty clear - you need the permission of your current employer to work for anyone else. One way to go around this is to tell your boss that you used to sell a script/app before you were employed full-time, and you would like to continue to work on it. Ask them to clarify if this would be a problem for the company, especially if you sold the updates to some old clients. Make sure to emphasise that this will not negatively impact your current job in any manner and your committed to it as you prefer the security of full time employment to working on your own in any manner.
    – sfxedit
    May 8 at 9:38
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It's a pretty common clause in UK employment contracts - and not one that has to be a problem here:

without prior discussion and written agreement from the Company

Provides a pretty self-explanatory way for you to be able to do this. Talk to you existing employer, explain that this is a one-off bit of work, you are only going to do it outside of your employment hours using exclusively your own resources and that it won't have any impact whatsoever on your employment performance with them. This is what I've always done and it's never been a problem.

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  • I agree. And maybe email your current employer about it. Or if you've already had this discussion with your current employer, send them an email retroactively stating what you both agreed to. You'll want a written record in case they say "yes". Having a written record will help you in case your manager/management ever changes or forgets what they've said. But at the same time, make sure that the scope of your work for your former employer is not open-ended. If you make this work sound too open-ended, your new employer is likely to be wary and refuse. May 7 at 18:31
  • the OP needs to be aware that, if the OP suggests this to the current employer, that employer could be incredibly pissed-off. the key and precise word here is "could".
    – Fattie
    May 7 at 19:44
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I'm not an attorney, but this clause could likely be struck out of your contract as unconscionable. It basically says that you're not allowed to have any other source of income unless your employer allows it. This would include not only other employment, but also direct business ownership as well as indirect (i.e. stocks). It's a bit excessive.

You should really review that part of your contract with an attorney for the current situation as well as all future situations.

https://en.wikipedia.org/wiki/Unconscionability

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  • It also prohibits you from helping your wife to wash the dishes or watch the kids without the written approval of your employer.
    – nick012000
    May 12 at 3:45
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This question steps into the legal territory, which is not the purpose for this forum. Suffice to say that a covenant may not be enforceable, and that this particular pact would require, in other European countries, for the employer to demonstrate that they have suffered any kind of damage or risk. The proper course of action would be consulting a lawyer or otherwise figuring out that the law or precedents state for these situations. If the covenant is enforceable, you should then comply with it and request a waiver from your current company; if not, you are free to do whatever you please.

Now, given the scope of the work that we are discussing in here, I would simply go ahead and do it without notifying anyone. I do not find this to be morally incorrect, and also probably not legally incorrect (depending on the aforementioned situation). There will be no harm to your current company (I am assuming this to be true), your old company will get their code, and you will get some extra money.

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