In my experience as an owner of a company that does the majority of our work as a contracted team, I can tell you that this is very common. They handed you a boilerplate agreement and chances are a good percentage of people just sign it and hand it back, which is a bonus for them. That said, they are absolutely aware that the passage exists and that some more studious candidates will see it and question it.
So the question is (and correct me if i'm wrong), how do you address this problematic passage inside of a contract that you were ready to sign?
What I have done in every similar situation is to simply rewrite the areas of the contract in a way that I am comfortable with. Typically contracts are sent to me in a PDF or Word doc format that allows me to actually edit the original document with edits and re-save it. If that is not possible because it is a hard copy or a locked document, then you should write up a contract addendum.
What is a contract addendum?
A contract addendum is simply a document that outlines the disputes you have with the contract as it currently stands and your desired outcome. The document itself could be signed as a contract addendum on top of the original contract or it could be used to rewrite the original contract.
How to format a contract addendum
When writing up your document try to match the style (margins, fonts, etc) of the original document.
Title the document using the name of the original contract or a descriptor of the original document like this:
"Addendum to January 1, 1970 Employment Contract with [Your Name Here]
and [Company Name Here] "
Lead into the document explaining that this is an addendum to the original document and changes outlined in this document will be effective as soon as the contract or addendum is signed and agreed upon. A sample lead-in would read something like this:
Outlined below is a list of minor changes I would like to propose to
the original Employment Contract. If these changes suit the company's
needs this document and accompanying Employment Contract will be
effective immediately upon signature of both parties
Outline your changes clearly and concisely. Start the section by typing up the original paragraph that you intend to change and mark it as such. If the contract has item numbers, numbered lists, or headlined sections, make sure to reference those when reporting changes.
Make sure your changes are visually recognizable from the original content. Make use of bold, italics, and strikethroughs when rewriting and editing an existing section and provide a key. This section could look something like this:
ii) Ownership of works: This is a work for hire agreement whereby all
intellectual property created by the employee while under contract
with [ company ] will remain owned by and whole by [company ]. By
signing this document you agree that all work and work products
created by you (the employee) while under contract will exist under
the ownership of [ the company ].
- Additions are bolded, edits are in italics and deletions are
Addendum to item ii:
ii) Ownership of works: This is not a work for hire agreement and
all copyright ownership of intellectual property will be maintained by
the employee. By signing this document you agree that all work and
work products created by you (the employee) while working under [the
company's] time will
will exist under
the ownership of [ the company ]. be granted an irrevoccable,
exclusive license of use to [the company] in perpetuity.
From there make sure to include a place to sign and date the document and be certain to include the pages of the original document with your new document.
Addressing the issue
The final step is to address the actual issue of presenting this to them. My recommendation is that you simple have a casual meeting where you bring up the contract and tell them that you are excited to get started but had a couple do small changes. This can even more easily be done over email in one fell swoop. Simply inform the correct person that you have the contract and have signed it but have some changes that you need to be made in order to move forward.
Handing them paperwork that is enforceable, clear, and professional will give them a very quick and easy path to completing the process, and that is what the majority of clients and employers want once they get to the stage where you are basically hired and this is an informality.
Including your signature on your addendum (and not on the original contract) shows them that you are serious about your changes but also serious about signing the contract and doing business. From there they will be the only ones holding up the work. As a result you will look like you have it all together, are a professional, and value yourself and your work.
** As far as what the actual addendum should say in your case; I can't really guide you on. I would need to see the original contract and get a better feel for what position you have in the company. The content I had written above is simply sample content and not be taken as guidance for how you should alter the actual contract.