RE: "Prior Inventions" on employment contract

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IANAL, but my guess is that this agreement is not enforcable because you own
the copyright for what you create. If you choose to share it with the
company, they do have a claim on the work but can not enforce exclusivity
since you in fact hold the copyright. On the other hand if you do not
disclose (and I would disclose the entire contents) you may have a struggle
proving when the work was done.

Having said that, have you in fact applied for copyright protection? If not,
that might be a wise thing to do, other wise I simply would reinvent the
wheel and keep you stuff away from that company.

-----Original Message-----
From: Dan [mailto:dbcemid@yahoo.com]
Sent: Monday, December 09, 2002 11:05 AM
To: midrange-l@midrange.com
Subject: "Prior Inventions" on employment contract


If this belongs on a different list, please let me know.

I have a cd-rom full of programmer utilities that I've developed over
the years.  I intend to fully protect my rights and ownership of these
utilities.  I freely share the _use_ of these utilities in the shops
where I have worked.  I am getting ready to sign a new employment
contract and it has a section for "prior inventions":

----------------------------------
Employee agrees that (s)he has no ideas or inventions or copyrights
made or conceived prior to the beginning date of Employee's employment
with COMPANY that relate in any way to COMPANY's Business or the
business of the Client except for such as are disclosed on Exhibit "B",
which Exhibit (entitled "Prior Inventions") shall be signed by COMPANY
if any such inventions shall exist.  Any and all inventions, ideas or
copyrights of Employee disclosed or made available to COMPANY during
the term of this Agreement shall be disclosed on a non-confidential
basis and Employee agrees that COMPANY shall have an irrevocable and
free right to use such inventions, ideas and copyrights in any way
whatsoever except for such valid patent rights as Employee may have
obtained prior to the date hereof which are disclosed on Exhibit "B".
----------------------------------

The aforementioned cd-rom was created prior to my employment with this
company.  Is it enough to claim "the entire contents of this cd-rom",
or should I print a file listing, or ... what?

TIA, Dan

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