Hacker News Reader

Comment by StrLght | Hacker News Reader

Not OP, but here's the exact words from the contract:

>You will give the Company full written details of all Inventions and of all works embodying Intellectual Property Rights made wholly or partially by You at any time during the course of Your Employment (whether or not during working hours or using Company premises or resources) which relate to, or are reasonably capable of being used in, the business of the Company or any Group Company. You acknowledge that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works will automatically, on creation, vest in the Company absolutely. To the extent that they do not vest automatically, You hold them on trust for the Company. You agree to execute promptly all documents and to do all acts as may, in the opinion of the Company, be necessary to give effect to this clause 20.1.

View on HN

> You will give the Company full written details of all ... works ... made wholly or partially by You at any time ... whether or not during working hours ... which relate to, or are reasonably capable of being used in, the business of the Company [...] all Intellectual Property Rights subsisting ... in all such Inventions and works will ... vest in the Company absolutely.

Was this intended as an example of a desirable version or an undesirable version of such a clause? I thought the poster you're replying to asked for a suggestion for something you might actually want to put in your contract, but your example seems to give the company exclusive rights to everything (unless it's not "capable of being used" by the company, but surely they could find some use for any piece of software if they want to).

That's not how I see it, the important part being "which relate to, or are reasonably capable of being used in, the business".

This part was missing from my old contracts.

As far as I understand it, this clause does not force you to even disclose projects you have that are completely unrelated to the company's business. Key word "business" here, not "company".

Example: your personal blog is not related to the fact that your employer develops and sells databases. So whatever code you write to develop/manage your blog won't be a "invention" the company needs to know about and own. This is in contrast to a contract that states "whether during our normal hours of business or otherwise, or at the premises or using our facilities or otherwise, for the whole term" like I used to have. Here the word business does not even refer to the company activity, but to the 9-6 schedule.

But I do understand ptx's confusion in this thread.

After reading through all the tweets and replies, especially this one https://twitter.com/_strlght/status/1467460142279143428 where @arkivanov replies they have the same clause in their contract, this one being 19.4, my belief is that there are other clauses besides this one (19.4.1.. or 19.5 onwards) that place even more restrictions.

I think we need to see the entire section 19 to be able to judge.

if the company later on decides to get into the blogging space and create something like Substack, doesn't this mean they will retroactively lay claim to your work?

Or does it only apply to the "business" at that time, not for future business?

It does not apply retroactively.

> That's not how I see it, the important part being "which relate to, or are reasonably capable of being used in, the business".

> Example: your personal blog is not related to the fact that your employer develops and sells databases.

Couldn't this be interpreted very broadly though? Like if you write your own web server, programming language, optimisation tool, build tool, CMS, CRM etc. they could likely find a use for these within their business.

True, reason why you don't stop at just the employment contract. You should also disclose existing projects to them and have them sign that your work outside of hours/facilities does not upset them.

This is great, Thank You!

"which relate to, or are reasonably capable of being used in, the business of the Company or any Group Company" sounds like a good phrasing to me, especially the "business" part of it as I interpret it to be the company simply wanting you to not build a competing product while employed there (a fair thing to have in a contract).

For reference, this is what my last contract had: https://news.ycombinator.com/item?id=24220800 (notably 13.4 (c))

How I see it, "whether or not during working hours or using Company premises or resources" is not problematic here as "or otherwise" was in my block of text since this only refers to the employer's "business" related IP, and not "everything" you create (if your personal work is a stock trading library and your employer sells a booking for dog haircuts SAAS, these won't collide).

Please be really careful about that kind of phrasing. If you work for a large organisation, it might be doing work on almost anything somewhere in the org and you might not even know that work exists. And yet now if your own project that is entirely unrelated to your own role and work for the employer can be linked to that other work you didn't even know about, your employer owns everything.

Of course, I wouldn't rely only on the employment contract. But this is a good start since this means you didn't sign a document stating "all you do belongs to us no matter what".

Personally, at the same time as signing the employment contract, I would create a list of projects I develop/contribute to outside of work with a description and links, and have them sign an acknowledgement these don't interfere with their "business" (and if they refuse to sign simply resign on the spot the same second), whether or not they use them already for business purposes or not, and an obligation for them to notify me if they ever start using one of my projects internally in the future.

Also, for open source projects I contribute too that the company uses I'd have a separate paper stating my role in them, and both of our expectation for contributions that are made during/outside of hours, again signed by both parties.

For FOSS projects that I own that the company wants to use, I'll have them clearly define my scope in them during employment, have them assign copyright ownership to me for any contribution they want upstreamed, and have every commit with their hashes reviewed and approved by a lead/manager.

But as far as I'm concerned, there is no point in doing any of this if the employment contract states they own all my IP, since the documents would contradict one another. That's why cleaning up the mess in the employment contract is such a big deal for me.

> as I interpret it

What matters is how a judge will interpret it, if it should become an issue.

It definitely matters how I interpret it as I'm one of the parties signing it.

The judge comes in when there is a disagreement on the interpretations, which means I have to state what makes my position stand and bring arguments. With a clause that states "the company owns all", I have no arguments I can come up with, but with the one in the post above, I can at least come up with the reson that "it falls outside that clause written here in the contract".

It might be, or not be enough, but at least I have one thing I can use to my advantage and not make a fool of myself in court.

Reply on news.ycombinator.com