I'm in process of starting a new job, and the employment contract contains a clause that states any intellectual property I created before (!) signing the contract becomes the property of the company once I sign the contract, only excluding the IP listed explicitly.
Is this a normal practice in some places, or is it something unusual? I've never heard of a requirement like this.
Is this a normal practice in some places, or it's something unusual? Because I've never heard of the requirements like this.
This depends a bit on the wording of the phrasing. Asking to disclose prior IP is quite normal, but a wording like "all your prior IP is ours" feels unusually aggressive.
The company wants to protect against the following scenario: "employee invents something during work hours, company wants to patent it, employee claims they invented it prior to employment". That is a valid concern but the exact method is typically negotiable.
For example it should be restricted to IP that's within the "business domain" of the employer and not cover "any possible IP".
Strike that clause out of the contract, initial the change, and send it back to them unsigned asking them to initial the changes you've made.
I suppose you could consult a lawyer, but consulting a lawyer costs money.
To me, this contract is a red flag. And if they're not willing to initial and countersign your changes, I would walk away from them.
Not only is this not normal and totally unreasonable, it is beyond insane.
Take this question, for example: you licensed it to Stack Overflow, Inc. under an irrevocable, perpetual license. Therefore, it is impossible for you to legally sign this contract:
Whatever you do, you will violate someone's Terms.
Similarly for everything you created for any of your previous employers. You cannot legally transfer ownership of that IP to your new employer. Only your old employer can do that. So, you have to go to every single one of your former employers, and ask them to transfer ownership of every product you worked on to your new employer.
Say you did an internship at Microsoft after school and fixed some bug in Explorer? Congratulations, your new employer is now the proud owner of Windows, and Microsoft is no longer allowed to sell it!
That is just ridiculous.
the employment contract contains a clause that states that any intellectual property that I created before (!) signing the contract becomes the property of the company once I sign the contract, only excluding the IP listed explicitly. Is this a normal practice in some places, or it's something unusual?
I've also never heard of such clause before... and even if I did, it sounds like something I wouldn't sign without consulting my lawyer first.
Usually it's more common to see that you waive the IP on what you create after signing the contract or with their resources... but things you created before that... strange... what about things you made with former companies?...
It's better to consult and get legal counseling than whatever we may say here... but yes definitely something what would trigger my alerts. Do consult a lawyer about your contract.
Edit: I see you tagged this with Mexico. Given this then I can say with more certainty that this is not usual around here. Nor in other Mesoamerican Countries... Never heard of a thing like that here in Guatemala, nor from any Mexican contacts I know...
I do not know about Mexico, but in France the contract could say that you are expected to fly bare-handed to the Moon and you can still sign it.
This clause, not being backed by Labour Law, simply does not exist. In itself, it does not automatically invalidate the contract, but you can use it as a reason for invalidating it if you initiate the request.
The important part here is that there is not much of a discussion if the requirement makes sense or not - if it is not part of Labour Law, it is invalid. This includes things that would be valid in other places in the world.
It's not only "not normal", where I leave it would certianly be illegal.
Work contracts are quite standardized and they can't require you to sell the employer your kidney or first-born child for example. Or everything you've done so far.
I would check if it's legal in Mexico. If it's not, you have one more reason to deny signing.
But the fact they gave you this contract is a huge red flat in itself and you should consider if the employer is not a scamer.
I think they're worried that you might work on projects of your own after you started with them, and have a credible argument that you did the work beforehand. You could tell them that, as they know, your entire working life has been creating intellectual property, but none of it is your own: it belongs to your previous employers. In fact, most employment contracts in the US say all the IP you create while employed, on and off the job, is theirs.
Even so, you should just sign. Whoever you'll be working for in the new company probably gritted his teeth and signed himself. Be cooperative. The clause was written by someone without a clue. It will never come up again.
