Employee Agreement wording regarding ownership of programs developed while employed [closed]

Question

First of all, I'm new to the professional world of programming/development. Recently graduated and was lucky enough to land what I think is the exact job I was planning on working my way to. Overall, the company seems really solid. They have a decent history to back themselves up, and nothing else in any of the discussion back and forth has caught me off guard or seemed 'off'.

I wanted to put forth a paragraph from the agreement I need to sign and see what people with more experience than I think about it. Most of the agreement is exactly what I was expecting. No sharing confidential information, that kind of thing. I was curious as to the wording of this though:

I confirm that any designs, programs, software, discoveries, ideas, improvements, or any other intellectual property or proprietary information of any kind developed by me while employed by [company] shall vest in [company] immediately upon creation and shall remain the property of [company], and I shall have no financial, ownership, moral or other rights of any kind in such intellectual property or proprietary information.

Naturally, I completely understand that anything I create for the company is theirs, and I'm certainly not trying to find a loophole in that. But the wording seemed vague enough to me that this could potentially extend to something completely unrelated to the company's business, like an android game (the company in question has nothing to do with gaming or mobile applications) I programmed on the weekend, or something.

Like I said, the company has a long history, and it seems like a really good place to work. So far, nothing that I have read, heard, or seen would suggest any malign motives. I guess I'm just a little jumpy because I am new to the field, and because my first instinct is to jump at the opportunity simply because it's tough to get into the software development field, particularly entry level, where I live.

I guess, when it comes down to it, my question is pretty much; is this normal wording, or is it worth questioning the individual in the HR division I've been in contact with? I certainly don't want it to look like I'm trying to undermine their policies, and that's definitely not my intention. On the other hand though, I don't believe I want to inadvertently get into a position where everything I design or program (regardless of irrelevance to the company's business) in the foreseeable future belongs to someone else.

Any thoughts or opinions from someone with more experience than me are greatly appreciated, thanks.

Answer 1

is this normal wording?

Yes this is normal wording for all companies I have worked for for the last few decades. You are being hired as a programmer. The company wants to make sure that the time and money they invest in you doesn't result in you making the next killer app. Is this fair? Is this overly aggressive? Will this hold up in a court of law? No idea. In fact you will see similar clauses when you actually start working on a contract with a customer, they want to make sure that their project does give you an idea to make you a millionaire and put them out of business.

is it worth questioning the individual in the HR division I've been in contact with?

If the goal of the questions is to establish a program you did previously or are currently working on, then yes ask questions. If the goal of the question is to ask how to register an idea you may have next year, then yes ask the question.

if the goal of the question is to avoid signing the form, then don't ask the question. They have already determined that everybody has to sign the form as a condition of employment. It is also likely that the average HR employee will not be able to anything about it.

Answer 2

Yes, you've understood it correctly, though perhaps not completely. It could be applied to things you develop outside of and unrelated to work. In fact, it goes beyond software and lays claim to any intellectual property you create. Write a song? Your company owns it.

Is this kind of language normal? Yes, for a company that wants to own all IP generated by its employees. Not every company does this, or takes it to this extent.

Should you talk to HR? Maybe, but I'd give it a hard think first. It's reasonable enough to say that this language is too expansive for you. But, even if they're willing to change it for you, you'd probably need a lawyer to make sure everything's OK. Much more likely, they'll tell you to sign it as is or look for work elsewhere. And even if you agree, you'll be marked and they'll know to watch you for seizable IP.

Personally, I wouldn't have anything to do with this contract. I consider it predatory: hoping you don't read or fully understand the language so that if you ever make something remotely worthwhile, the company takes it. Essentially you become their intellectual serf.

If you really like this opportunity, and don't intend to create anything you want to keep, even in your spare time, then go ahead. But remember that even if you don't care now, you might later. Anything you work on at all during your time at this company becomes a target. Write a killer app after you leave and then mention in an interview you had the idea in 2015? Prepare for a lawsuit claiming the company owns your app.

Don't trust that the company "seems nice" or won't screw you. They will do it in a heartbeat if there's substantial profit in it.

Answer 3

You could do your "hobby" programming under a pseudonym, by which it is unlikely anyone would ever know or care. If you had some sort of commercial aspirations this probably wouldn't work out.

This is horrible legal advice, and you shouldn't take it as advice. Ultimately it's your employer that has a contract that oversteps what I would consider to be reasonable.