Ask HN: Advice on Amending Intellectual Property Clause of a Freelance Contract | Hacker News Reader

Ask HN: Advice on Amending Intellectual Property Clause of a Freelance Contract

1 pointSwinx432 comments

Hi I am working as a freelancer/contractor in the UK and am about to sign the terms of services of a recruiter for a new contract. The current intellectual property clause in the terms of service seems to be too broad to me and the recruiter has said I can propose new wording. Here is the current wording.

"The Supplier hereby assigns to [Recruiter Company Name] all existing and future Intellectual Property Rights in the Services and the Inventions and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under this Agreement, the Supplier holds legal title in these rights and inventions on trust for [Recruiter Company Name] (or as [Recruiter Company Name] directs)."

It seems to be a standard clause that I have seen in other similar terms of service. Does anyone have any experience in how to amend this clause to make it clear that only the IP that results for the work done on client site is covered and not anything done outside of working hours?

I am not a lawyer, but I do have some experience with amending contracts to protect my rights of authorship and ownership over code that I write, and I would encourage all software developers to fight for these rights.

That first sentence is a doozy, but if you can re-arrange the "to [Recruiter Company Name]" so that it comes at the end of the sentence instead of the beginning, then you can add your "on site" stipulation at the end.

Then it would read something like the following.

"The Supplier hereby assigns all existing and future Intellectual Property Rights in the Services and the Inventions and all materials embodying these rights to the fullest extent permitted by law to [Recruiter Company Name] for only those Services, Inventions, and materials produced at the business establishment ("on-site") of [Recruiter Company Name]."

It wouldn't hurt to add another sentence as well to make it clear that you will retain rights of authorship and ownership of code that you write outside work.

Something like, "Furthermore, The Supplier retains all rights of ownership and authorship of materials which are not produced at the business establishment ("not on-site") of [Recruiter Company Name]."

The most important thing in contracts is clarity. So be explicit and make clear what you are looking for in the contract, and that the contract contains the wording to your satisfaction.

Thank you very much for the help. This is a great help. I really like those changes you suggest and I will make those amendments.

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