Employees can't verify "prospective Company product[s] or service[s]" #38
Comments
vitorio
changed the title
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@vitorio while it may take awhile to respond/resolve in the context of BEIPA (to be documented, see #41) I wanted to thank you for filing this and relating your direct experience. This is really valuable and I want to encourage others to share how they've arrived at more 'balanced' terms (from employee or company 'sides', or preferably with understanding of both). |
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This change occurred to me as well, on a general read. A "knowledge qualifier" is the obvious lawyer solution. Companies might also want to include publicly announced products---products the employee very well could or even should know about, but may not for whatever reason. |
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@vitorio was a "standard" ip assignment document initially presented to you? and did you propose use of this agreement? |
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@gregorynicholas They provided me their own; I don't know the provenance of it. This would have been nearly five years ago and the BEIPA didn't exist then. I negotiated the changes with them based on advice from my own legal counsel. |
- added a should have known standard as further movement on balance of interests discussed in #38 and in the initial PR comment above - Exhibit A moved to standalone documentation to make the agreement more adaptable - removed grant to use name as included in material Company can use; deemed unnecessary - added duty to not use or disclose to Company anything that you're required not to (to avoid muddying Company IP; note this is _not_ a duty to keep Company materials confidential, removed in earlier commits because almost always covered by other agreements) - added survivorship clause (if any terms found invalid, others remain in effect) - further README edits to better reflect v2
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We did end up adding a knowledge qualifier in c0a5629 (part of forthcoming v2) -- though not to the language directly related to that mentioned in the issue comment -- importantly, for related to the business IP created outside of the scope of employment, the company gets a non-exclusive license rather than ownership |
From my own negotiated IP agreement with my current employer, they included wording similar to ¶1(i):
Except in the smallest of companies, it's probably impossible for an individual employee to know what might be a "prospective" Company product or service at any given time. In my agreement, this was changed to something like:
A related clause also required me to have been directly involved with the existing or demonstrably prospective product or service in the two years prior.
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