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I highly recommend you read Joel Spolsky recent post on why exactly US based companies do this.

https://www.joelonsoftware.com/2016/12/09/developers-side-pr...

It's highly informative.

I respect Joel immensely. That said, I found his post strange in what it leaves out. So much so that I wrote my own follow up.

https://medium.com/@wwalser/re-developers-side-projects-3ee3...

Basically, yes, it's standard practice but in every company that I've worked for there have been escape hatches that were relatively easy to utilize. HR usually has paperwork that both parties sign saying something along the lines of "[developer] is going to build [thing] in their own time using their own hardware. We grant [developer] the legal right to maintain ownership of [thing]".

I pay a lot of attention to what I'm signing. My side projects are important to me. They're a part of my lifestyle. I think most devs could very comfortably sign without a second thought. On the whole, state and contract law in the US combine to create a fairly good safety net for avoiding truly abhorrent contracts.

A third perspective:

After living and working in California for 6 years, I was considering a job as third engineer at a startup in another state. I was a bit anxious about side projects, and asked about them after receiving the offer. The response was basically what you said, a pleasant surprise, not scary like Joel warned. But for piece of mind, if I took the job, I would still want to find a lawyer in the new state to review the paperwork, which is a drag.

In the end I chose to remain in CA, and it's nice. It's nice to completely not ever have to worry about this issue at all. So I get why Joel is resentful after working for years in states where unreasonable invention assignment clauses are enforceable.

I don't understand why they can't just write in the contract that you assign copyright of everything you submit to the company as your work?

If you work on your own projects outside company time and never commits it to a repository or whatever is used then there should be no problem - and if you do then you better have an agreement in place or it becomes the property of the company.

On the other hand if you work on side projects during company time then there shouldn't be any legal trouble for the company by not claiming it as theirs, from the company's perspective you are just goofing off which you could also do by browsing reddit or whatever, it shouldn't really be different. Of course if you are incorporating parts of company code into your side project (or probably looking at company code related to what you are working on) then you have made a derivative work, which would already be covered as copyright infringement - but otherwise it's just a work performance issue.

I can't really see these "everything you do belongs to us" clauses as anything but pure greed, but maybe that's because I have grown up in a place where this isn't the norm (and it probably wouldn't be enforceable anyways).

It is informative, but slanted towards the view of the employer IMHO.

>Not related to your employer’s line of work. Um, wait. What’s the definition of related? If my employer is Google, they do everything. They made a goddamn HOT AIR BALLOON with an internet router in it once. Are hot air balloons related? Obviously search engines, mail, web apps, and advertising are related to Google’s line of work. Hmmm.

That seems... incorrect to me somehow. It matters less what Google does than what I do for Google and the information I have access to. If I'm writing algorithms to detect spam in email, and I don't have access to any IP on Google balloons or interface with the balloon group, Google shouldn't be able to claim any ownership of my balloon idea.

Joel's article does have a lot of very good points, but some larger corporations (such as amazon) do not require you to assign the IP for things that you do in your spare time. (Just a data-point in contrast).

- In some places, yes. It varies from state to state and company to company, but most companies outside of California try to do this to you. (In California, this clause is illegal.)

- Move to California or negotiate a different contract. (It depends on if your employer wants a cut, how far they are willing to litigate, and if they can show they missed out on economic growth that you made (depending on the contract clause); you should always ask permission, even before contributing to open-source projects.)

- Yes, it is. While it is unclear if Carmack actually stole code from Zenimax, the actual evidence is easy to construe in Zenimax's favor, e.g., Carmack backed up all of his emails, many of which included attachments of VR code, before he quit, and the Oculus founder had an NDA with Zenimax while working on VR with them before starting the Oculus kickstarter. (I'm not sure about the situation with the rocket hobby.)

- Obviously this is the answer: talk to both internal and external council, and remember that internal council will be the people suing you if they get unhappy.

I've worked in California. The standard employment contracts usually do include all the clauses, but then add something like "if any of these clauses is not considered legal in this jurisdiction, they are considered not to apply and the rest of this legal agreement stands".

Basically, the professional lawyers leave it up to you to figure out what parts of the contracts are real and which are fake. I hate it. I feel it's a bit like making a lawyer figure out what parts of this C program are "undefined behavior" and if they're wrong in my favor I don't correct them. "Yeah, this is all pretty standard code, these programs are usually a few tens of thousands of lines, don't worry about that part." But it's just them doing the best they can for their clients the easiest way they can ... just in case it helps, standard practice and all that ...

Hah, good analogy. Then you say "ooh and by the way, the code will be interpreted by one person with a pretty good understanding of C but with possible political motivations if the case matters a lot, and the ultimate decision will come down to people with not much understanding of how C works, but they'll have some other people give them a sheet of paper explaining the relevant parts."

That is one advantage from working with machines.

I am definitely not a machine.

- Is this standard practice?

Yes, but...

- How can you enjoy your weekend creative activities, and/or, use them for your potential future startups, copyrights, patents, whatever, if you work full-time under such a stringent condition?

...it's just what the other company is bringing to the table. The last time I had to sign one of these, I just worked with HR and legal to pare it down to something we were both happy with.

Agreed, I've never had a problem lining out/rephrasing part that I felt infringed on my personal time/usage too much.

> - Is this standard practice?

Pretty common.

> - How can you enjoy your weekend creative activities, and/or, use them for your potential future startups, copyrights, patents, whatever, if you work full-time under such a stringent condition? (can you even write a novel and sell it, while you work full-time as a software engineer? or should you always ask permission first?)

Remember that these documents are just the company's assertion of their opinion on the ownership of your work in your off hours. The law might have a different opinion, if it ever came down to it.

> - Is it likely that Carmack had similar obligations while he was at Zenimax? In which case he very carelessly ignored them when he indulged in Oculus work. (but then he also has his rocket hobby going on so I don't know how that panned out in relationship to his employers, Zenimax, or FB).

Very. And his situation isn't really defensible, because he was working on videogame-related stuff. This is why he (well, Oculus) lost the lawsuit.

> - This raises an important concern. As a typical employed engineer, we don't pay much attention to the legal repurcussions of our employment. May be we (or I) should not carry out any undertaking without consulting a lawyer (specializing in these matters) first?

Depends. The sum of my off hours work over the years has been a vt100 emulator, some programmer exercises, and some half-baked attempts at various game AI problems. Nothing worth a lawyer's time to tell me what I already know. Which is that you sign this agreement or you don't get the job, period.

> Remember that these documents are just the company's assertion of their opinion on the ownership of your work in your off hours.

Not if you sign it.

> Which is that you sign this agreement or you don't get the job, period.

That's a pretty crappy perspective. If you don't like the terms, negotiate. If you don't understand the terms, get your own lawyer to read it.

Or you can ask them to explain the terms to you by leading by example. If they cannot articulate the terms or the terminology ask them to strike out the clause because both parties don't understand the terminology.

Just because somebody presents you with a employment contract doesn't mean you have to sign it. Read it, ask them to explain parts you don't understand by leading by example how and where the clause of the contract would be put into practice.

I've had some baffling contract terms put into contracts. I've asked and managed to get employers pay for 3rd party legal advice >= $2,000 for employment contracts.

In summary if they cannot explain to you like a adult without saying `The lawyers told us to put this in we don't understand why`. Then it's not within your best interest to sign the contract.

My own person experience stay away from firms that have lengthy overtly complicated contracts.

> Not if you sign it.

Not always. The law can override contracts.

Some states (especially California) put limitations on employment agreements. There are specific rights you have, where if you voluntarily sign a contract that explicitly gives up those rights, the contract is wrong and you still have the rights. Specifically, non-compete clauses are mostly invalid, and there is a limit to how much a company can own IP you produce outside of work.

Here's the problem with that attitude: If you don't sign it and your company sues you, you can get a summary judgement to dismiss the case. This will cost you very little money.

If you do sign it, it doesn't matter if it is unenforceable, you almost certainly will not get a summary judgement to dismiss the case. Breach of contract cases can go on for years. You will have to pay for a lawyer during that time. If you signed the document, even if you win you will probably not get back the money that you paid for the lawyer.

So if you rely on the courts to throw out the contract that you signed, you can still be out tens of thousands of dollars. Also, if you are unemployed during the time that you are being sued for breach of contract, almost nobody else will touch you with a 10 foot pole. So quite likely you are paying out tens of thousands of dollars and you have no income. And you won't ever make that money back.

Personally I don't sign anything I don't intend to honour. And yet, I was still sued by my former employer for breach of contract. Luckily the thing they sued me for was not in my contract and my subsequent employer was lawyered up to the hilt. The graciously offered to get me out of it for free.

I am not a lawyer and this is not legal advice.

Are you in California?

> That's a pretty crappy perspective. If you don't like the terms, negotiate.

Sometimes reality is crappy. Unless you're a legit famous person, most of these Bigcos are not going to adjust the terms of employment for you.

I had to sign something similar when I joined a large corporation. It's standard practice that any IP you develop essentially belongs to them while you're employed.

I have this crazy theory that this is one of the reasons why Satoshi Nakamoto remains anonymous. If his real identity was ever discovered the corporation he worked for, during that time period, would have a claim to all of the IP he generated when he created Bitcoin.

Now that's a really interesting theory.

I prefer the theory that he lost his wallet and is too embarrassed to come forward.

Is it standard practice? Yes... But, it is always negotiable.

I'm not even near Carmack (I'm actually a big slacker), but each time that I am given an offer, I always negotiate IP rights. I have tons of ideas and have owned several LLCs and C-Corps. Likely, most of my IP is worthless, but I like to protect my IP anyway.

In fact, there have only been two companies that have ever refused to negotiate these terms with me. And, interestingly enough, one of them sought me out so much that the CEO wined and dined me twice. But, even then, he still wouldn't budge. Oh, well - there are a lot of fish in the sea!

It's a standard attempt. It's not completely widespread, fortunately. The company is a for-profit entity and as such will try to extract the maximum value possible out of every resource, including its employees, therefore the contract you're given has the most restrictive possible clauses in it. I've even seen contracts for freelancers that stipulated that the freelancer agrees to reimburse the company for any unrealised profits from the project; i.e. we expect we'll make X$ profit, but we make Y$ profit, therefore you agree to pay us X-Y$.

There is no body or union (yet) that looks out for your rights, that's your personal responsibility. You have to negotiate terms you can agree to, or if you can't, either sign the contract and look for another employment opportunity, or not sign the contract and do the same. I suggest taking a negotiation course and maybe a business course, so you know how the company thinks. It's unfortunate, but during contract negotiation, you and the company are essentially enemies, battling for opposite things.

It's also unfortunate that you'll never get the chance to practise contract negotiation as an employee. You only do that when you're doing the final negotiation of taking a job, while the person against you does it nearly every single day. I suggest taking a lawyer with you.

Or just sign the contract and pay no attention to that clause. Even if they sue you (and that's really rare), the damages you have to pay would probably be less than the effort and legal fees you would pay to negotiate a favourable contract. That part of the contract is basically jaywalking - nobody cares if you don't inconvenience traffic.

>> all my creative work while I'm employed (including that on evenings and weekends, related or unrelated to my job) is copyrighted (or owned, or something similar, I don't remember the exact words) by my employer.

Wow. That sounds OTT excessive. What about any children you have during the time of employment, do you get to keep them?

I worked for a company that tried to do the same:

1. It's not standard. I've yet to meet another developer that encounter this kind of clause and I've yet to be in that situation as well.

2. you can't. I had the same issue with my novel. They said "Well, we wouldn't care about that" as a response but "caring" and having the right to is completely different.

3. They'd probably try to say that he used work equipment or code

4. You can; however, most contracts are pretty simple and you can negotiate. I always negotiate and explicit clause that states that my employer owns solely that which is developed during work hours or on work equipment. It's as (mostly) simple as that.

You can do this is there is a clear benefit (>$ 100M) to the other part, not just for the normal salary.

More information at https://en.wikipedia.org/wiki/Non-compete_clause

I work in telecom, and on the East Coast, but I have needed to cross out IP sections of corporate employment agreements for the past 20 years. I slash, initial, and sign the document. Usually the change gets passed from HR to the board and gets a stamp of approval.

Unrelated would probably be unenforceable even in the USA