Employment Contract: Intellectual Property (thing)

Please note that though the contracts from which these quotes were excerpted were reviewed by legal professionals, the content of this node can not be considered professional legal advice. Use at your own risk. YMMV

While my primary experience is with consulting contracts, many of the concepts expressed here are also applicable to standard employment contracts. The basic principles are own your own brain, own your life outside of work, and protect yourself. If you take nothing else away from this writeup, just make sure you read the contract before you sign!

Intellectual Property: This is a most important clause to watch out for, and the most dangerous if you allow The Company to claim too much. Some companies like Unisys go so far as to claim rights to any previous unpatented work of yours which you do not disclose in writing to them prior to your employment. Companies are ruthless about claiming ownership of your intellectual property if you are not careful. In many cases, a company could claim ownership of any writeups you contribute to E2 while in their employ, especially if you submit them from a computer at their office.

This is easiest to illustrate with a before-and-after example. Note that some of the language is related to the consultant's obligations as a student, and should not be used by persons not enrolled in an academic institution.

before: All right, title, and interest in intellectual property ("Intellectual Property") developed during the course of discussions between the parties or developed in the course of Consultant's work for The Company shall belong to The Company and shall be subject to the conditions of this Agreement. Intellectual Property means all inventions, know how, improvements, discoveries, methods, processes, concepts, designs, ideas, prototypes, samples, drawings, blueprints, specifications, computer programs, methods of doing business, and software and/or other works conceived of and/or reduced to practice or writing by The Company or as a result of The Company client feedback. Consultant agrees to assign to The Company all right, title, and interest in Intellectual Property developed in the course of Consultant's work for The Company. Consultant agrees to promptly notify The Company of any Intellectual Property developed during the course of discussion between the parties or developed in the course of Consultant's work for The Company. The Company may, at its option, file a patent application or application for other Intellectual Property protection. Consultant shall cooperate to assure that such applications(s) will cover, to the best of Consultant's knowledge, all items related thereto, including all features of commercial interest and importance.

after (changed text in bold, academic text in italics): All right, title, and interest in intellectual property ("Intellectual Property") developed during the course of discussions between the parties or developed in the course of Consultant's work for The Company but not developed for the purpose of fulfilling the academic obligations of the Consultant shall be subject to the conditions of this Agreement. Intellectual Property means all inventions, know how, improvements, discoveries, methods, processes, concepts, designs, ideas, prototypes, samples, drawings, blueprints, specifications, computer programs, methods of doing business, and software and/or other works conceived of and/or reduced to practice or writing by The Company or as a result of The Company client feedback. Consultant agrees to assign to The Company all right, title, and interest in Intellectual Property developed for The Company in the course of Consultant's work for The Company. The Company agrees to exempt from such assignment any Intellectual Property ("Exempt Property") developed by the Consultant for any other purpose (including, but not limited to, contract work for other organizations, academic research, and personal projects) so long as such Intellectual Property would not allow Consultant or third parties to unfairly compete with The Company within the online gaming industry or for other entertainment services. Consultant agrees not to bill The Company for time spent developing Exempt Property. Consultant will make a good faith effort to ensure that Intellectual Property developed for the purpose of fulfilling the academic obligations of the Consultant will not expose The Company to such unfair competition. However, under no circumstances will the Consultant be held responsible for actions taken by members of the academic community who have access to such Intellectual Property in the course of fulfilling the academic obligations of the Consultant. Consultant agrees to promptly notify The Company of any Intellectual Property developed during the course of discussion between the parties or developed in the course of Consultant's work for The Company. The Company may, at its option, file a patent application or application for other Intellectual Property protection ("Application"). Consultant shall cooperate to assure that such Application(s) will cover, to the best of Consultant's knowledge, all items related thereto, including all features of commercial interest and importance, and The Company shall cooperate to assure that any Exempt Property is excluded from any such Application in which the Consultant is not designated as the owner of the Exempt Property.