Re: "Prior Inventions" on employment contract

>Dan wrote:
> 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.

Dan:
If you believe that these utilities have any commercial value,
then I would have an attorney review this contract before signing it.

Your potential employer is mainly interested in protecting THEIR
intellectual
property.  By only affirming the ABOVE statement in the employment agreement
you have indicated that you have no inventions that relate to their primary
business.

If you re-create these utilities from scratch on their system,
they may have an intellectual property claim against anything
that you created while in their employ, even though you just
re-created something that was already on the CD.

If I were you (depending on how bad you want this job),
I would sign the agreement, but strike out the following language
 (or modify it to suit your purposes):

> 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".

You have nothing to gain and everything to lose (intellectual property-wise)
by agreeing to this contract.  By disclosing these utilities to them you
have
just given them the right to do anything they want with your code.

You have a copyright to the code by default, if you created it.  You don't
necessarily
have to apply to the US PTO (Patent and Trademark Office) for this
protection.  However,
IIRC, by applying for a copyright you also have to disclose the work to the
PTO, which then
makes a public record of your work.

If you do plan to use your utilities while in their employ, I would make
sure
that EVERY program has copyright information listed in BOTH the source code
AND
the compiled object (this is easy-just put a dummy array containg the
copyright statement
 in the source code and use a MOVEA to move it to a dummy field so it will
show up in the compiled object.)

Steve Landess
Austin, Texas
(512) 423-0935


----- Original Message -----
From: "Dan" <dbcemid@yahoo.com>
To: <midrange-l@midrange.com>
Sent: Monday, December 09, 2002 10:04 AM
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":
>
> ----------------------------------
>
> 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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