Hello all,
I have a question pertaining to an employment contract with a pre-invention assignment clause. Here is an excerpt from the contract with the company name removed:
"[Company] Materials" means all information, materials and/or work product I create on
behalf of [Company] during the course of my employment and all information, materials, and work
product created by other [Company] employees or third parties on behalf of [Company]. Examples of
[Company] Materials include, but are not limited to, all materials, written works, information,
products, reports, programs, work product, records, documents, memoranda, forecasts, recorded
mental impressions, inventions and other tangible and non-tangible works, in any form, and all
copyrights, trademark rights, patent rights, trade secrets and other intellectual property rights, in any
form, that are created, in whole or in part, during an individual’s employment or assignment at
[Company] and/or are created, in whole or in part, with [Company] resources, time, money, facilities,
property, equipment, information and records.
My initial take on this was that this defines company-related materials as belonging to them, whereas unrelated things done on the side (on the employee's own time, without the use of the company's resources, and not pertaining to the company's area of business) are not considered the company's. Later on, in the disclosures section, they do not say that the employee must disclose ALL ideas but rather just those that use the company's time/resources, relate to the company's line of business, and/or relate to the scope of employment.
The problem is that I am considering writing software and a book series on the side. This company is not in the software industry nor in the book publishing industry. This is a tech job, but it's for the internal tech-related needs of the company rather than their core business. My issue has to do with the quote above: if you look at the first sentence, it seems pretty clear that this would not constitute company materials because I would not be working on behalf of the company while doing it (it would be on my own time, using my own property, and have nothing to do with the business). However, if you take the second sentence in isolation, without looking at the first sentence, you can see it says "Examples of [Company] Materials include, but are not limited to, all materials, written works, [...] programs, [...] in any form, that are created, in whole or in part, during an individual’s employment or assignment at [Company] [...]" which would include these side projects. Factor in the first sentence, that it has to be on behalf of the company, and the meaning is totally different.
So are these side projects that I described company materials or not? (I know that some states, like California, have some laws that protect ideas and inventions employees come up with on their own time using their own resources that has nothing to do with the company. I do not live in such a state, nor is the company registered in such a state).
Thanks,
Regolark
I have a question pertaining to an employment contract with a pre-invention assignment clause. Here is an excerpt from the contract with the company name removed:
Quote:
"[Company] Materials" means all information, materials and/or work product I create on
behalf of [Company] during the course of my employment and all information, materials, and work
product created by other [Company] employees or third parties on behalf of [Company]. Examples of
[Company] Materials include, but are not limited to, all materials, written works, information,
products, reports, programs, work product, records, documents, memoranda, forecasts, recorded
mental impressions, inventions and other tangible and non-tangible works, in any form, and all
copyrights, trademark rights, patent rights, trade secrets and other intellectual property rights, in any
form, that are created, in whole or in part, during an individual’s employment or assignment at
[Company] and/or are created, in whole or in part, with [Company] resources, time, money, facilities,
property, equipment, information and records.
The problem is that I am considering writing software and a book series on the side. This company is not in the software industry nor in the book publishing industry. This is a tech job, but it's for the internal tech-related needs of the company rather than their core business. My issue has to do with the quote above: if you look at the first sentence, it seems pretty clear that this would not constitute company materials because I would not be working on behalf of the company while doing it (it would be on my own time, using my own property, and have nothing to do with the business). However, if you take the second sentence in isolation, without looking at the first sentence, you can see it says "Examples of [Company] Materials include, but are not limited to, all materials, written works, [...] programs, [...] in any form, that are created, in whole or in part, during an individual’s employment or assignment at [Company] [...]" which would include these side projects. Factor in the first sentence, that it has to be on behalf of the company, and the meaning is totally different.
So are these side projects that I described company materials or not? (I know that some states, like California, have some laws that protect ideas and inventions employees come up with on their own time using their own resources that has nothing to do with the company. I do not live in such a state, nor is the company registered in such a state).
Thanks,
Regolark
Copyright Law: Employment Contract: Pre-Invention Assignment
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