From 529881e214c0b67d3e8b65c379cde3413eeb8ee3 Mon Sep 17 00:00:00 2001 From: Mike Linksvayer Date: Thu, 25 May 2017 13:53:41 -0700 Subject: [PATCH 01/24] potential v2 --- Balanced_Employee_IP_Agreement.md | 12 ++++++------ README.md | 6 +++--- 2 files changed, 9 insertions(+), 9 deletions(-) diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index 118685c..9cd9764 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -1,8 +1,8 @@ -# Balanced Employee Intellectual Property Agreement 1.0.1 +# Balanced Employee Intellectual Property Agreement 2.0.0 This BALANCED EMPLOYEE INTELLECTUAL PROPERTY AGREEMENT is between person named below and [COMPANY NAME], a [State of Incorporation] corporation ("Company"). -**What is this?** This is the Company's Intellectual Property Agreement ("Agreement"). If you've worked in the technology space before, there's a good chance that you've run across one or more of these in the past. This document is the official, entire and exclusive agreement on what intellectual property ("IP") is yours, and what belongs to the Company. +**What is this?** This is the Company's Intellectual Property Agreement ("Agreement"). If you've worked in the technology space before, there's a good chance that you've run across one or more of these in the past. This document is the official, entire and exclusive agreement on what intellectual property ("IP") is yours, and what belongs to the Company. "IP" includes concepts, designs, developments, discoveries, ideas, improvements, inventions, trade secrets, trademarks, and works of authorship. **Why is this?** The Company needs to be clear on what IP it owns and has rights to. Its customers, employees, and investors depend on the Company having the legal rights to the products and services it is providing so that the Company can continue operating and doing business. @@ -12,9 +12,7 @@ The Company also believes that it's important to be clear on what it doesn't own Cool? Then, by signing this Agreement, and as a condition of your employment, you agree to the following: -1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create _as its employee or contractor_, but only if it meets one or more of these additional conditions: The IP was (i) related to an existing or prospective Company product or service at the time you developed, invented, or created it, (ii) developed for use by the Company, or (iii) developed or promoted with existing Company IP or with the Company's endorsement. You hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP. - - "Company IP" includes concepts, designs, developments, discoveries, ideas, improvements, inventions, trade secrets, trademarks, and works of authorship. +1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create during the term of your employment or contract work, _within the scope of your responsibilities as an employee or contractor_. You hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP. 2. **What the Company doesn't own.** If you create IP that doesn't fit into one of the categories listed above, the Company doesn't own it. In other words, the Company doesn't own concepts, designs, developments, discoveries, ideas, improvements, inventions, trade secrets, trademarks, or works of authorship that you develop, invent, or create that do not meet any of the conditions in Section 1. This is true regardless of the computer you use to develop your IP, including the one furnished to you by the Company. @@ -22,7 +20,9 @@ Cool? Then, by signing this Agreement, and as a condition of your employment, yo 3. **Contribution of your IP to Company projects.** If you include your own IP – such as IP you created prior to working for the Company – into a Company product or service, it's still yours, of course, but you grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, sublicensable, transferable, worldwide license to use it without restriction in any way or implementation, in modified form, or as is, by itself, or incorporated into another product or service ("License"). If you include your name in any project over which the Company would have rights under this Agreement, such as in a copyright notice or a comment in code or documentation, then the License covers the rights associated with that use of your name as well. -4. **Your contributions to non-Company projects.** The Company recognizes that you may be engaged in work that requires you to submit IP to entities other than the Company, such as open source projects used by the Company. Please make sure that Legal is aware of what you're working on so that Legal can help with any licensing issues. If any project asks you to sign a contribution agreement, you should check with Legal before doing so. These agreements may be legally binding on the Company and so should be run through Legal first. + The License also covers any IP that you create, or help create during the term of your employment or contract work, _outside the scope of your responsibilities as an employee or contractor_, but only if it meets one or more of these additional conditions: The IP (i) related to an existing or prospective Company product or service at the time you developed, invented, or created it, (ii) was developed for use by the Company, (iii) was developed or promoted with existing Company IP or with the Company's endorsement. + +4. **Your contributions to non-Company projects.** The Company recognizes that you may be engaged in work that requires you to submit Company IP to entities other than the Company, such as open source projects used by the Company. Please make sure that Legal is aware of what you're working on so that Legal can help with any licensing issues. If any project asks you to sign a contribution agreement, you should check with Legal before doing so. These agreements may be legally binding on the Company and so should be run through Legal first. 5. **Works made for hire.** All Company IP that you are involved with or create as part of your work for the Company is [work made for hire](http://www.copyright.gov/circs/circ09.pdf) under copyright law and compensated by your regular salary or pay. diff --git a/README.md b/README.md index 1568975..1579cad 100644 --- a/README.md +++ b/README.md @@ -1,6 +1,6 @@ # Balanced Employee IP Agreement (BEIPA) -[BEIPA](Balanced_Employee_IP_Agreement.md) takes a balanced approach to assigning control of intellectual property (IP) created by an employee. The employee maintains control unless they created the IP in their employee capacity and the IP relates to an existing or prospective company product or service, or was developed for use by the company, or was developed or promoted with existing company IP or with the company's endorsement. A company using BEIPA doesn't try to claim control of an employee's free time knowledge production, nor does it try to extend company control past the period of employment. Think of BEIPA as a commitment to employee autonomy and "work-life balance" – for the mind. +[BEIPA](Balanced_Employee_IP_Agreement.md) takes a balanced approach to assigning control of intellectual property (IP) created by an employee. The company gets exclusive control of IP created in the scope of an employee's responsibilities. The employee maintains exclusive control of IP created outside of their employee responsibilities and not related to the company's business. For IP created outside of an employee's responsibilities but related to the company's business, the employee maintains ownership and the company gets a non-exclusive and unlimited license. A company using BEIPA doesn't try to claim control of an employee's free time knowledge production, nor does it try to extend company control past the period of employment. Think of BEIPA as a commitment to employee autonomy and "work-life balance" – for the mind. BEIPA was started as a reusable version of GitHub's employee IP agreement. Your company can use BEIPA too, and modify it as needed. If you'd like to help improve BEIPA for everyone, file an issue or make a pull request. While aiming to maintain the same "balanced" policy, we're keen to see feedback and suggestions for improving BEIPA and associated documentation. Please read our [contributing guidelines and instructions](CONTRIBUTING.md). @@ -42,7 +42,7 @@ Broad adoption of BEIPA should have similar beneficial effects for the communiti ### What does BEIPA mean for open source? -BEIPA makes it clear that an employee can contribute to open source projects that aren't related to the employer's business, without needing employer permission. But BEIPA is not specific to open source: An employee can also work on an unrelated closed source project, and own it. BEIPA controls when an employer owns IP created during a period of employment, and when an employee does. Open source adds another dimension, permission to *anyone* to use a knowledge product (e.g., software), subject to at most very limited conditions concerning provenance and sharing. +BEIPA makes it clear that an employee can contribute to open source projects in their free time, without needing employer permission. But BEIPA is not specific to open source: An employee can also work on a closed source project in their spare time, and own it. BEIPA controls when an employer owns IP created during a period of employment, and when an employee does (and when the employer gets a non-exclusive and unlimited license). Open source adds another dimension, permission to *anyone* to use a knowledge product (e.g., software), subject to at most very limited conditions concerning provenance and sharing. The IP owner of a knowledge product can decide to release the product as open source, whether the owner is an employer or employee, but doesn't have to. So BEIPA is mostly orthogonal to open source, but it will probably result in somewhat more open source developed by employees, simply because it removes a barrier or uncertainty around doing so. @@ -58,7 +58,7 @@ If employer and employee have particular patent objectives, they could be spelle BEIPA was written for the United States. Feedback on making it more useful in any jurisdiction is most [welcome](CONTRIBUTING.md). -Even within the United States, limits on employer ability to claim *all* employee-created IP vary. In [California](http://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?division=3.&chapter=2.&lawCode=LAB&article=3.5.) the main difference made by BEIPA is that IP developed with company equipment but that does not relate to the company's business, is not owned by the company. This recognizes that segregating one's life activities based on ownership of devices at hand imposes significant cognitive overhead and often doesn't happen in practice, whatever agreements state. In some states with less employee-friendly law, BEIPA makes a bigger difference relative to the maximum employer control allowable by law often baked into employee IP agreements. +Even within the United States, limits on employer ability to claim *all* employee-created IP vary. In [California](http://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?division=3.&chapter=2.&lawCode=LAB&article=3.5.) the main difference made by BEIPA is that IP developed with company equipment or relating to the company's business, but in an employee's free time and which the employee is not involved in as an employee, is not owned by the company (but the company does get a non-exclusive and unlimited license if the IP relates the the company's business). This recognizes that from the employee perspective, segregating one's life activities based on ownership of devices at hand or relatedness to an employer's potentially vast range of business that an individual employee is not involved with as an employee imposes significant cognitive overhead and often doesn't happen in practice, whatever agreements state. It also recognizes from the employer's perspective that the employer has a real interest in being able to use any IP created during an employee's term of employment that is related to their business (note this expands and makes explicit the traditional "shop right" to use in lieu of demanding exclusive control). In some states with less employee-friendly law, BEIPA makes a bigger difference relative to the maximum employer control allowable by law often baked into employee IP agreements. See [Exhibit A: Laws Concerning Employment Agreements and Intellectual Property Assignment](Balanced_Employee_IP_Agreement.md#exhibit-a-laws-concerning-employment-agreements-and-intellectual-property-assignment) for a collection of some laws regulating employee IP agreements. Some of these may be helpful information for or even required notifications to covered employees. Currently only U.S. state laws are included. Contributions to coverage of other jurisdictions are welcome. From 0f5abc4cc1b01d09513494a17a9465958b6fdb1d Mon Sep 17 00:00:00 2001 From: Mike Linksvayer Date: Tue, 6 Jun 2017 17:52:43 -0700 Subject: [PATCH 02/24] more reflect v2 in README --- README.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/README.md b/README.md index 1579cad..a3da327 100644 --- a/README.md +++ b/README.md @@ -18,7 +18,7 @@ In the United States, without an express agreement employers usually own [works Many employee IP agreements are very generous – to employers. To the extent [allowable by law](#in-what-jurisdictions-is-beipa-applicable), employers get control over everything employees create while employed, 24/7, over work created before their employment, and sometimes even to gain control over what former employees create through "non-compete" terms. For an overview, see _[The New Cognitive Property: Human Capital Law and the Reach of Intellectual Property](https://ssrn.com/abstract=2517604)_. -BEIPA only claims control of what the employee creates during the period of employment, and only creations made for or relating to the company's business. There surely are many other approaches to relatively "balanced" employee IP policy. We encourage progressive companies and workers to share their [agreements and lessons](#what-are-some-other-relatively-balanced-approaches). +BEIPA only claims _exclusive control_ of what the employee creates during the period of employment and within the scope of their job responsibilities, and _non-exclusive freedom to use_ other creations relating to the company's business. There surely are many other approaches to relatively "balanced" employee IP policy. We encourage progressive companies and workers to share their [agreements and lessons](#what-are-some-other-relatively-balanced-approaches). ### Why would an employer want to use BEIPA? From 249e14764e3dce41abacf248772b1d0eb904cc8a Mon Sep 17 00:00:00 2001 From: Mike Linksvayer Date: Thu, 27 Jul 2017 14:41:34 -0700 Subject: [PATCH 03/24] confidentiality section edits pull definition up, add more explicit carve-out, reduce redundancy --- Balanced_Employee_IP_Agreement.md | 8 +++----- 1 file changed, 3 insertions(+), 5 deletions(-) diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index 9cd9764..faec2aa 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -30,13 +30,11 @@ Cool? Then, by signing this Agreement, and as a condition of your employment, yo 7. **IP protection.** The Company might someday need to show the work that went into the development of IP that it uses or has used, or to make government filings to establish that it owns the IP or has rights over it. To help in those situations, you agree not to destroy any records you maintain relating to the development of any Company IP or IP under License (together, "All IP"), and, if the Company asks, to provide those records to the Company. You agree to help the Company secure and defend its rights in All IP, including after you leave the Company. For your help the Company will compensate you at a reasonable rate. If the Company is unable to secure your help, you authorize the Company to act on your behalf (as your agent and attorney-in-fact) in securing all rights related to All IP. -8. **Confidentiality.** As an employee or contractor of the Company, you will have access to sensitive confidential information that is important to the Company's business. You are responsible for keeping this information confidential, including after you end your work for the Company. +8. **Confidentiality.** As an employee or contractor of the Company, you will have access to sensitive Confidential Information that is important to the Company's business. "Confidential Information" includes non-public technical details about our products or services, financial information, business strategies and forecasts, customer data, or any other information, data or know-how that is valuable to the Company because it is not publicly known. Information is not confidential if it is or becomes known or generally available to the interested public by no fault of yours, or you already knew the information independent of having received it from the Company. - Please be aware, however, that under the [Defend Trade Secrets Act of 2016](http://uscode.house.gov/view.xhtml?req=title:18%20section:1833%20edition:prelim), you have the right to disclose trade secrets, confidentially, to the government or a lawyer for the purpose of reporting or investigating a suspected violation of law, or you may disclose trade secrets in documents filed under seal in a legal proceeding. + You agree to only use the Company's Confidential Information for the purpose of performing your job and for the benefit of the Company. You will do your best to keep internal Company information secret, including after you end your work for the Company. If you are not sure if something is Confidential Information, you should assume that it is, until you can confirm otherwise. - "Confidential Information" includes non-public technical details about our products or services, financial information, business strategies and forecasts, customer data, or any other information, data or know-how that is valuable to the Company because it is not publicly known. - - The Company's Confidential Information is sensitive and we expect that you'll treat it as such. You agree to only use the Company's Confidential Information for the purpose of performing your job and for the benefit of the Company. You will do your best to keep Confidential Information secret. If you are not sure if something is Confidential Information, you should assume that it is, until you can confirm otherwise. + Please be aware, however, that under the Defend Trade Secrets Act of 2016, you have the right to disclose trade secrets, confidentially, to the government or a lawyer for the purpose of reporting or investigating a suspected violation of law, or you may disclose trade secrets in documents filed under seal in a legal proceeding. Print Name: ＿＿＿＿＿＿＿＿＿＿＿＿＿ From 5f437e4ddc8ce6eec042022e083044472879ad49 Mon Sep 17 00:00:00 2001 From: Mike Linksvayer Date: Fri, 28 Jul 2017 14:36:15 -0700 Subject: [PATCH 04/24] IP protection clarifications Fixes https://github.com/github/balanced-employee-ip-agreement/issues/48 --- Balanced_Employee_IP_Agreement.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index faec2aa..19534d9 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -28,7 +28,7 @@ Cool? Then, by signing this Agreement, and as a condition of your employment, yo 6. **No conflicts.** You agree that you don't have any outstanding agreements or obligations that conflict with those in this Agreement, and that you won't enter into conflicting agreements in the future. -7. **IP protection.** The Company might someday need to show the work that went into the development of IP that it uses or has used, or to make government filings to establish that it owns the IP or has rights over it. To help in those situations, you agree not to destroy any records you maintain relating to the development of any Company IP or IP under License (together, "All IP"), and, if the Company asks, to provide those records to the Company. You agree to help the Company secure and defend its rights in All IP, including after you leave the Company. For your help the Company will compensate you at a reasonable rate. If the Company is unable to secure your help, you authorize the Company to act on your behalf (as your agent and attorney-in-fact) in securing all rights related to All IP. +7. **IP protection.** The Company might someday need to show the work that went into the development of IP that it uses or has used, or to make government filings to establish that it owns the IP or has rights over it. To help in those situations, you agree not to destroy any records you maintain relating to the development of any Company IP, and, if the Company asks, to provide those records to the Company. You authorize the Company to act on your behalf (as your agent and attorney-in-fact) in securing all rights related to Company IP. You agree to help the Company secure or defend its rights in Company IP or IP under License in Section 3, including after you leave the Company. For your help after you leave the company, the Company will compensate you at a reasonable rate. 8. **Confidentiality.** As an employee or contractor of the Company, you will have access to sensitive Confidential Information that is important to the Company's business. "Confidential Information" includes non-public technical details about our products or services, financial information, business strategies and forecasts, customer data, or any other information, data or know-how that is valuable to the Company because it is not publicly known. Information is not confidential if it is or becomes known or generally available to the interested public by no fault of yours, or you already knew the information independent of having received it from the Company. From c85357326c43693d5a3625cac397c82aa3a1a5a3 Mon Sep 17 00:00:00 2001 From: vollmera Date: Tue, 1 Aug 2017 13:04:36 -0700 Subject: [PATCH 05/24] Make titles more intuitive Changes to titles of paragraphs 3, 4, and 7 --- Balanced_Employee_IP_Agreement.md | 6 +++--- 1 file changed, 3 insertions(+), 3 deletions(-) diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index 19534d9..7fa486d 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -18,17 +18,17 @@ Cool? Then, by signing this Agreement, and as a condition of your employment, yo The Company also doesn't own IP excluded by laws such as those listed in Exhibit A. You acknowledge you have reviewed Exhibit A and have read those laws applicable to you. -3. **Contribution of your IP to Company projects.** If you include your own IP – such as IP you created prior to working for the Company – into a Company product or service, it's still yours, of course, but you grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, sublicensable, transferable, worldwide license to use it without restriction in any way or implementation, in modified form, or as is, by itself, or incorporated into another product or service ("License"). If you include your name in any project over which the Company would have rights under this Agreement, such as in a copyright notice or a comment in code or documentation, then the License covers the rights associated with that use of your name as well. +3. **License for your IP in Company projects.** If you include your own IP – such as IP you created prior to working for the Company – into a Company product or service, it's still yours, of course, but you grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, sublicensable, transferable, worldwide license to use it without restriction in any way or implementation, in modified form, or as is, by itself, or incorporated into another product or service ("License"). If you include your name in any project over which the Company would have rights under this Agreement, such as in a copyright notice or a comment in code or documentation, then the License covers the rights associated with that use of your name as well. The License also covers any IP that you create, or help create during the term of your employment or contract work, _outside the scope of your responsibilities as an employee or contractor_, but only if it meets one or more of these additional conditions: The IP (i) related to an existing or prospective Company product or service at the time you developed, invented, or created it, (ii) was developed for use by the Company, (iii) was developed or promoted with existing Company IP or with the Company's endorsement. -4. **Your contributions to non-Company projects.** The Company recognizes that you may be engaged in work that requires you to submit Company IP to entities other than the Company, such as open source projects used by the Company. Please make sure that Legal is aware of what you're working on so that Legal can help with any licensing issues. If any project asks you to sign a contribution agreement, you should check with Legal before doing so. These agreements may be legally binding on the Company and so should be run through Legal first. +4. **Check with Legal on your contributions to non-Company projects.** The Company recognizes that you may be engaged in work that requires you to submit Company IP to entities other than the Company, such as open source projects used by the Company. Please make sure that Legal is aware of what you're working on so that Legal can help with any licensing issues. If any project asks you to sign a contribution agreement, you should check with Legal before doing so. These agreements may be legally binding on the Company and so should be run through Legal first. 5. **Works made for hire.** All Company IP that you are involved with or create as part of your work for the Company is [work made for hire](http://www.copyright.gov/circs/circ09.pdf) under copyright law and compensated by your regular salary or pay. 6. **No conflicts.** You agree that you don't have any outstanding agreements or obligations that conflict with those in this Agreement, and that you won't enter into conflicting agreements in the future. -7. **IP protection.** The Company might someday need to show the work that went into the development of IP that it uses or has used, or to make government filings to establish that it owns the IP or has rights over it. To help in those situations, you agree not to destroy any records you maintain relating to the development of any Company IP, and, if the Company asks, to provide those records to the Company. You authorize the Company to act on your behalf (as your agent and attorney-in-fact) in securing all rights related to Company IP. You agree to help the Company secure or defend its rights in Company IP or IP under License in Section 3, including after you leave the Company. For your help after you leave the company, the Company will compensate you at a reasonable rate. +7. **Cooperation.** The Company might someday need to show the work that went into the development of IP that it uses or has used, or to make government filings to establish that it owns the IP or has rights over it. To help in those situations, you agree not to destroy any records you maintain relating to the development of any Company IP, and, if the Company asks, to provide those records to the Company. You authorize the Company to act on your behalf (as your agent and attorney-in-fact) in securing all rights related to Company IP. You agree to help the Company secure or defend its rights in Company IP or IP under License in Section 3, including after you leave the Company. For your help after you leave the company, the Company will compensate you at a reasonable rate. 8. **Confidentiality.** As an employee or contractor of the Company, you will have access to sensitive Confidential Information that is important to the Company's business. "Confidential Information" includes non-public technical details about our products or services, financial information, business strategies and forecasts, customer data, or any other information, data or know-how that is valuable to the Company because it is not publicly known. Information is not confidential if it is or becomes known or generally available to the interested public by no fault of yours, or you already knew the information independent of having received it from the Company. From 4ade0ebc8c005012fc72a87a10ed3da87f1b5acb Mon Sep 17 00:00:00 2001 From: Mike Linksvayer Date: Sun, 6 Aug 2017 22:41:51 -0700 Subject: [PATCH 06/24] overlooked words changing necessarily from v2 change --- Balanced_Employee_IP_Agreement.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index 7fa486d..4b10bb5 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -14,7 +14,7 @@ Cool? Then, by signing this Agreement, and as a condition of your employment, yo 1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create during the term of your employment or contract work, _within the scope of your responsibilities as an employee or contractor_. You hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP. -2. **What the Company doesn't own.** If you create IP that doesn't fit into one of the categories listed above, the Company doesn't own it. In other words, the Company doesn't own concepts, designs, developments, discoveries, ideas, improvements, inventions, trade secrets, trademarks, or works of authorship that you develop, invent, or create that do not meet any of the conditions in Section 1. This is true regardless of the computer you use to develop your IP, including the one furnished to you by the Company. +2. **What the Company doesn't own.** If you create IP outside the scope of your responsibilities as an employee or contractor, the Company doesn't own it. In other words, the Company doesn't own concepts, designs, developments, discoveries, ideas, improvements, inventions, trade secrets, trademarks, or works of authorship that you develop, invent, or create that do not meet any of the conditions in Section 1. This is true regardless of the computer you use to develop your IP, including the one furnished to you by the Company. The Company also doesn't own IP excluded by laws such as those listed in Exhibit A. You acknowledge you have reviewed Exhibit A and have read those laws applicable to you. From 77ffd548a96917ab6d2153df17764c44a02f3fd9 Mon Sep 17 00:00:00 2001 From: Mike Linksvayer Date: Mon, 7 Aug 2017 14:05:11 -0700 Subject: [PATCH 07/24] company projects, not only products and services --- Balanced_Employee_IP_Agreement.md | 4 ++-- 1 file changed, 2 insertions(+), 2 deletions(-) diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index 4b10bb5..b051f75 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -18,9 +18,9 @@ Cool? Then, by signing this Agreement, and as a condition of your employment, yo The Company also doesn't own IP excluded by laws such as those listed in Exhibit A. You acknowledge you have reviewed Exhibit A and have read those laws applicable to you. -3. **License for your IP in Company projects.** If you include your own IP – such as IP you created prior to working for the Company – into a Company product or service, it's still yours, of course, but you grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, sublicensable, transferable, worldwide license to use it without restriction in any way or implementation, in modified form, or as is, by itself, or incorporated into another product or service ("License"). If you include your name in any project over which the Company would have rights under this Agreement, such as in a copyright notice or a comment in code or documentation, then the License covers the rights associated with that use of your name as well. +3. **License for your IP in Company projects.** If you include your own IP – such as IP you created prior to working for the Company – into a Company project, it's still yours, of course, but you grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, sublicensable, transferable, worldwide license to use it without restriction in any way or implementation, in modified form, or as is, by itself, or incorporated into a product or service ("License"). If you include your name in any project over which the Company would have rights under this Agreement, such as in a copyright notice or a comment in code or documentation, then the License covers the rights associated with that use of your name as well. - The License also covers any IP that you create, or help create during the term of your employment or contract work, _outside the scope of your responsibilities as an employee or contractor_, but only if it meets one or more of these additional conditions: The IP (i) related to an existing or prospective Company product or service at the time you developed, invented, or created it, (ii) was developed for use by the Company, (iii) was developed or promoted with existing Company IP or with the Company's endorsement. + The License also covers any IP that you create, or help create during the term of your employment or contract work, _outside the scope of your responsibilities as an employee or contractor_, but only if it meets one or more of these additional conditions: The IP was (i) related to an existing or prospective Company project at the time you developed, invented, or created it, (ii) developed for use by the Company, or (iii) developed or promoted with existing Company IP or with the Company's endorsement. 4. **Check with Legal on your contributions to non-Company projects.** The Company recognizes that you may be engaged in work that requires you to submit Company IP to entities other than the Company, such as open source projects used by the Company. Please make sure that Legal is aware of what you're working on so that Legal can help with any licensing issues. If any project asks you to sign a contribution agreement, you should check with Legal before doing so. These agreements may be legally binding on the Company and so should be run through Legal first. From 422969cd14b432a881ed121507b3f3b9c8e9b95d Mon Sep 17 00:00:00 2001 From: Mike Linksvayer Date: Mon, 7 Aug 2017 14:18:13 -0700 Subject: [PATCH 08/24] check on using non-company IP in company projects --- Balanced_Employee_IP_Agreement.md | 4 +++- 1 file changed, 3 insertions(+), 1 deletion(-) diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index b051f75..507383d 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -22,7 +22,9 @@ Cool? Then, by signing this Agreement, and as a condition of your employment, yo The License also covers any IP that you create, or help create during the term of your employment or contract work, _outside the scope of your responsibilities as an employee or contractor_, but only if it meets one or more of these additional conditions: The IP was (i) related to an existing or prospective Company project at the time you developed, invented, or created it, (ii) developed for use by the Company, or (iii) developed or promoted with existing Company IP or with the Company's endorsement. -4. **Check with Legal on your contributions to non-Company projects.** The Company recognizes that you may be engaged in work that requires you to submit Company IP to entities other than the Company, such as open source projects used by the Company. Please make sure that Legal is aware of what you're working on so that Legal can help with any licensing issues. If any project asks you to sign a contribution agreement, you should check with Legal before doing so. These agreements may be legally binding on the Company and so should be run through Legal first. +4. **Check with Legal on using non-Company IP in Company projects.** When the Company relies on a license to use non-Company IP (such as IP you own or that was created by others and submitted to an open source project) in Company projects, Legal needs to be clear that the license is adequate. You agree to follow Company policies and procedures for using non-Company IP in Company projects, and to check with Legal for any situation not clearly and fully addressed by Company policy. + +5. **Check with Legal on your contributions to non-Company projects.** The Company recognizes that you may be engaged in work that requires you to submit Company IP to entities other than the Company, such as open source projects used by the Company. Please make sure that Legal is aware of what you're working on so that Legal can help with any licensing issues. If any project asks you to sign a contribution agreement, you should check with Legal before doing so. These agreements may be legally binding on the Company and so should be run through Legal first. 5. **Works made for hire.** All Company IP that you are involved with or create as part of your work for the Company is [work made for hire](http://www.copyright.gov/circs/circ09.pdf) under copyright law and compensated by your regular salary or pay. From 46b064745d54f7d5bc57a14833a58cb59a5b5ef5 Mon Sep 17 00:00:00 2001 From: Mike Linksvayer Date: Mon, 7 Aug 2017 14:19:00 -0700 Subject: [PATCH 09/24] rm redundant text --- Balanced_Employee_IP_Agreement.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index 507383d..5195cdc 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -24,7 +24,7 @@ Cool? Then, by signing this Agreement, and as a condition of your employment, yo 4. **Check with Legal on using non-Company IP in Company projects.** When the Company relies on a license to use non-Company IP (such as IP you own or that was created by others and submitted to an open source project) in Company projects, Legal needs to be clear that the license is adequate. You agree to follow Company policies and procedures for using non-Company IP in Company projects, and to check with Legal for any situation not clearly and fully addressed by Company policy. -5. **Check with Legal on your contributions to non-Company projects.** The Company recognizes that you may be engaged in work that requires you to submit Company IP to entities other than the Company, such as open source projects used by the Company. Please make sure that Legal is aware of what you're working on so that Legal can help with any licensing issues. If any project asks you to sign a contribution agreement, you should check with Legal before doing so. These agreements may be legally binding on the Company and so should be run through Legal first. +5. **Check with Legal on your contributions to non-Company projects.** The Company recognizes that you may be engaged in work that requires you to submit Company IP to entities other than the Company, such as open source projects used by the Company. Please make sure that Legal is aware of what you're working on so that Legal can help with any licensing issues. If any project asks you to sign a contribution agreement, you should check with Legal before doing so. 5. **Works made for hire.** All Company IP that you are involved with or create as part of your work for the Company is [work made for hire](http://www.copyright.gov/circs/circ09.pdf) under copyright law and compensated by your regular salary or pay. From 68280e41c7296b77078170a07fa51daeb842c314 Mon Sep 17 00:00:00 2001 From: Mike Linksvayer Date: Mon, 7 Aug 2017 14:24:23 -0700 Subject: [PATCH 10/24] move works for hire sentence into what the company owns section --- Balanced_Employee_IP_Agreement.md | 4 +--- 1 file changed, 1 insertion(+), 3 deletions(-) diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index 5195cdc..ce34478 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -12,7 +12,7 @@ The Company also believes that it's important to be clear on what it doesn't own Cool? Then, by signing this Agreement, and as a condition of your employment, you agree to the following: -1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create during the term of your employment or contract work, _within the scope of your responsibilities as an employee or contractor_. You hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP. +1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create during the term of your employment or contract work, _within the scope of your responsibilities as an employee or contractor_. You hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP. All Company IP that you are involved with or create as part of your work for the Company is [work made for hire](http://www.copyright.gov/circs/circ09.pdf) under copyright law and compensated by your regular salary or pay. 2. **What the Company doesn't own.** If you create IP outside the scope of your responsibilities as an employee or contractor, the Company doesn't own it. In other words, the Company doesn't own concepts, designs, developments, discoveries, ideas, improvements, inventions, trade secrets, trademarks, or works of authorship that you develop, invent, or create that do not meet any of the conditions in Section 1. This is true regardless of the computer you use to develop your IP, including the one furnished to you by the Company. @@ -26,8 +26,6 @@ Cool? Then, by signing this Agreement, and as a condition of your employment, yo 5. **Check with Legal on your contributions to non-Company projects.** The Company recognizes that you may be engaged in work that requires you to submit Company IP to entities other than the Company, such as open source projects used by the Company. Please make sure that Legal is aware of what you're working on so that Legal can help with any licensing issues. If any project asks you to sign a contribution agreement, you should check with Legal before doing so. -5. **Works made for hire.** All Company IP that you are involved with or create as part of your work for the Company is [work made for hire](http://www.copyright.gov/circs/circ09.pdf) under copyright law and compensated by your regular salary or pay. - 6. **No conflicts.** You agree that you don't have any outstanding agreements or obligations that conflict with those in this Agreement, and that you won't enter into conflicting agreements in the future. 7. **Cooperation.** The Company might someday need to show the work that went into the development of IP that it uses or has used, or to make government filings to establish that it owns the IP or has rights over it. To help in those situations, you agree not to destroy any records you maintain relating to the development of any Company IP, and, if the Company asks, to provide those records to the Company. You authorize the Company to act on your behalf (as your agent and attorney-in-fact) in securing all rights related to Company IP. You agree to help the Company secure or defend its rights in Company IP or IP under License in Section 3, including after you leave the Company. For your help after you leave the company, the Company will compensate you at a reasonable rate. From 84c811b4ab464052bebf5be066352f2da9de7544 Mon Sep 17 00:00:00 2001 From: Mike Linksvayer Date: Mon, 7 Aug 2017 14:45:45 -0700 Subject: [PATCH 11/24] more explicit title --- Balanced_Employee_IP_Agreement.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index ce34478..3e86d0c 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -18,7 +18,7 @@ Cool? Then, by signing this Agreement, and as a condition of your employment, yo The Company also doesn't own IP excluded by laws such as those listed in Exhibit A. You acknowledge you have reviewed Exhibit A and have read those laws applicable to you. -3. **License for your IP in Company projects.** If you include your own IP – such as IP you created prior to working for the Company – into a Company project, it's still yours, of course, but you grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, sublicensable, transferable, worldwide license to use it without restriction in any way or implementation, in modified form, or as is, by itself, or incorporated into a product or service ("License"). If you include your name in any project over which the Company would have rights under this Agreement, such as in a copyright notice or a comment in code or documentation, then the License covers the rights associated with that use of your name as well. +3. **License to Company for your IP in Company projects.** If you include your own IP – such as IP you created prior to working for the Company – into a Company project, it's still yours, of course, but you grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, sublicensable, transferable, worldwide license to use it without restriction in any way or implementation, in modified form, or as is, by itself, or incorporated into a product or service ("License"). If you include your name in any project over which the Company would have rights under this Agreement, such as in a copyright notice or a comment in code or documentation, then the License covers the rights associated with that use of your name as well. The License also covers any IP that you create, or help create during the term of your employment or contract work, _outside the scope of your responsibilities as an employee or contractor_, but only if it meets one or more of these additional conditions: The IP was (i) related to an existing or prospective Company project at the time you developed, invented, or created it, (ii) developed for use by the Company, or (iii) developed or promoted with existing Company IP or with the Company's endorsement. From 5f66fe244f019715b893a7f826700942f1a1ef03 Mon Sep 17 00:00:00 2001 From: Mike Linksvayer Date: Mon, 7 Aug 2017 14:52:10 -0700 Subject: [PATCH 12/24] rm extra space --- Balanced_Employee_IP_Agreement.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index 3e86d0c..af63c97 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -24,7 +24,7 @@ Cool? Then, by signing this Agreement, and as a condition of your employment, yo 4. **Check with Legal on using non-Company IP in Company projects.** When the Company relies on a license to use non-Company IP (such as IP you own or that was created by others and submitted to an open source project) in Company projects, Legal needs to be clear that the license is adequate. You agree to follow Company policies and procedures for using non-Company IP in Company projects, and to check with Legal for any situation not clearly and fully addressed by Company policy. -5. **Check with Legal on your contributions to non-Company projects.** The Company recognizes that you may be engaged in work that requires you to submit Company IP to entities other than the Company, such as open source projects used by the Company. Please make sure that Legal is aware of what you're working on so that Legal can help with any licensing issues. If any project asks you to sign a contribution agreement, you should check with Legal before doing so. +5. **Check with Legal on your contributions to non-Company projects.** The Company recognizes that you may be engaged in work that requires you to submit Company IP to entities other than the Company, such as open source projects used by the Company. Please make sure that Legal is aware of what you're working on so that Legal can help with any licensing issues. If any project asks you to sign a contribution agreement, you should check with Legal before doing so. 6. **No conflicts.** You agree that you don't have any outstanding agreements or obligations that conflict with those in this Agreement, and that you won't enter into conflicting agreements in the future. From f4098dacb97d35e65dc14de133fe04e2104e98c7 Mon Sep 17 00:00:00 2001 From: Mike Linksvayer Date: Sun, 8 Oct 2017 21:31:22 -0700 Subject: [PATCH 13/24] link to statute modified by DTSA 2106 unintentionally dropped in 249e14764e3dce41abacf248772b1d0eb904cc8a --- Balanced_Employee_IP_Agreement.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index af63c97..655f426 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -34,7 +34,7 @@ Cool? Then, by signing this Agreement, and as a condition of your employment, yo You agree to only use the Company's Confidential Information for the purpose of performing your job and for the benefit of the Company. You will do your best to keep internal Company information secret, including after you end your work for the Company. If you are not sure if something is Confidential Information, you should assume that it is, until you can confirm otherwise. - Please be aware, however, that under the Defend Trade Secrets Act of 2016, you have the right to disclose trade secrets, confidentially, to the government or a lawyer for the purpose of reporting or investigating a suspected violation of law, or you may disclose trade secrets in documents filed under seal in a legal proceeding. + Please be aware, however, that under the [Defend Trade Secrets Act of 2016](http://uscode.house.gov/view.xhtml?req=title:18%20section:1833%20edition:prelim), you have the right to disclose trade secrets, confidentially, to the government or a lawyer for the purpose of reporting or investigating a suspected violation of law, or you may disclose trade secrets in documents filed under seal in a legal proceeding. Print Name: ＿＿＿＿＿＿＿＿＿＿＿＿＿ From 7af2e8f3c7a2593aa53b2a6e8c95d25a5bdd0813 Mon Sep 17 00:00:00 2001 From: Mike Linksvayer Date: Thu, 25 Jan 2018 16:03:41 -0800 Subject: [PATCH 14/24] more standard and fewer words --- Balanced_Employee_IP_Agreement.md | 6 +++--- README.md | 4 ++-- 2 files changed, 5 insertions(+), 5 deletions(-) diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index 655f426..df2afa7 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -12,15 +12,15 @@ The Company also believes that it's important to be clear on what it doesn't own Cool? Then, by signing this Agreement, and as a condition of your employment, you agree to the following: -1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create during the term of your employment or contract work, _within the scope of your responsibilities as an employee or contractor_. You hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP. All Company IP that you are involved with or create as part of your work for the Company is [work made for hire](http://www.copyright.gov/circs/circ09.pdf) under copyright law and compensated by your regular salary or pay. +1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create during the term of your employment or contract work, _within the scope of your employment or contract_. You hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP. All Company IP that you are involved with or create as part of your work for the Company is [work made for hire](http://www.copyright.gov/circs/circ09.pdf) under copyright law and compensated by your regular salary or pay. -2. **What the Company doesn't own.** If you create IP outside the scope of your responsibilities as an employee or contractor, the Company doesn't own it. In other words, the Company doesn't own concepts, designs, developments, discoveries, ideas, improvements, inventions, trade secrets, trademarks, or works of authorship that you develop, invent, or create that do not meet any of the conditions in Section 1. This is true regardless of the computer you use to develop your IP, including the one furnished to you by the Company. +2. **What the Company doesn't own.** If you create IP outside the scope of your employment or contract, the Company doesn't own it. In other words, the Company doesn't own concepts, designs, developments, discoveries, ideas, improvements, inventions, trade secrets, trademarks, or works of authorship that you develop, invent, or create that do not meet any of the conditions in Section 1. This is true regardless of the computer you use to develop your IP, including the one furnished to you by the Company. The Company also doesn't own IP excluded by laws such as those listed in Exhibit A. You acknowledge you have reviewed Exhibit A and have read those laws applicable to you. 3. **License to Company for your IP in Company projects.** If you include your own IP – such as IP you created prior to working for the Company – into a Company project, it's still yours, of course, but you grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, sublicensable, transferable, worldwide license to use it without restriction in any way or implementation, in modified form, or as is, by itself, or incorporated into a product or service ("License"). If you include your name in any project over which the Company would have rights under this Agreement, such as in a copyright notice or a comment in code or documentation, then the License covers the rights associated with that use of your name as well. - The License also covers any IP that you create, or help create during the term of your employment or contract work, _outside the scope of your responsibilities as an employee or contractor_, but only if it meets one or more of these additional conditions: The IP was (i) related to an existing or prospective Company project at the time you developed, invented, or created it, (ii) developed for use by the Company, or (iii) developed or promoted with existing Company IP or with the Company's endorsement. + The License also covers any IP that you create, or help create during the term of your employment or contract work, _outside the scope of your employment or contract_, but only if it meets one or more of these additional conditions: The IP was (i) related to an existing or prospective Company project at the time you developed, invented, or created it, (ii) developed for use by the Company, or (iii) developed or promoted with existing Company IP or with the Company's endorsement. 4. **Check with Legal on using non-Company IP in Company projects.** When the Company relies on a license to use non-Company IP (such as IP you own or that was created by others and submitted to an open source project) in Company projects, Legal needs to be clear that the license is adequate. You agree to follow Company policies and procedures for using non-Company IP in Company projects, and to check with Legal for any situation not clearly and fully addressed by Company policy. diff --git a/README.md b/README.md index a3da327..cb0aa1a 100644 --- a/README.md +++ b/README.md @@ -1,6 +1,6 @@ # Balanced Employee IP Agreement (BEIPA) -[BEIPA](Balanced_Employee_IP_Agreement.md) takes a balanced approach to assigning control of intellectual property (IP) created by an employee. The company gets exclusive control of IP created in the scope of an employee's responsibilities. The employee maintains exclusive control of IP created outside of their employee responsibilities and not related to the company's business. For IP created outside of an employee's responsibilities but related to the company's business, the employee maintains ownership and the company gets a non-exclusive and unlimited license. A company using BEIPA doesn't try to claim control of an employee's free time knowledge production, nor does it try to extend company control past the period of employment. Think of BEIPA as a commitment to employee autonomy and "work-life balance" – for the mind. +[BEIPA](Balanced_Employee_IP_Agreement.md) takes a balanced approach to assigning control of intellectual property (IP) created by an employee. The company gets exclusive control of IP created in the scope of an employee's job. The employee maintains exclusive control of IP created outside of their job and not related to the company's business. For IP created outside of an employee's job but related to the company's business, the employee maintains ownership and the company gets a non-exclusive and unlimited license. A company using BEIPA doesn't try to claim control of an employee's free time knowledge production, nor does it try to extend company control past the period of employment. Think of BEIPA as a commitment to employee autonomy and "work-life balance" – for the mind. BEIPA was started as a reusable version of GitHub's employee IP agreement. Your company can use BEIPA too, and modify it as needed. If you'd like to help improve BEIPA for everyone, file an issue or make a pull request. While aiming to maintain the same "balanced" policy, we're keen to see feedback and suggestions for improving BEIPA and associated documentation. Please read our [contributing guidelines and instructions](CONTRIBUTING.md). @@ -18,7 +18,7 @@ In the United States, without an express agreement employers usually own [works Many employee IP agreements are very generous – to employers. To the extent [allowable by law](#in-what-jurisdictions-is-beipa-applicable), employers get control over everything employees create while employed, 24/7, over work created before their employment, and sometimes even to gain control over what former employees create through "non-compete" terms. For an overview, see _[The New Cognitive Property: Human Capital Law and the Reach of Intellectual Property](https://ssrn.com/abstract=2517604)_. -BEIPA only claims _exclusive control_ of what the employee creates during the period of employment and within the scope of their job responsibilities, and _non-exclusive freedom to use_ other creations relating to the company's business. There surely are many other approaches to relatively "balanced" employee IP policy. We encourage progressive companies and workers to share their [agreements and lessons](#what-are-some-other-relatively-balanced-approaches). +BEIPA only claims _exclusive control_ of what the employee creates during the period of employment and within the scope of their job, and _non-exclusive freedom to use_ other creations relating to the company's business. There surely are many other approaches to relatively "balanced" employee IP policy. We encourage progressive companies and workers to share their [agreements and lessons](#what-are-some-other-relatively-balanced-approaches). ### Why would an employer want to use BEIPA? From 569507d760a20c2d64f0788d5be0e188778b66bc Mon Sep 17 00:00:00 2001 From: Mike Linksvayer Date: Thu, 25 Jan 2018 16:09:11 -0800 Subject: [PATCH 15/24] rm sentence not needed and that is awkward without multiple conditions in section 1 --- Balanced_Employee_IP_Agreement.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index df2afa7..f6f975a 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -14,7 +14,7 @@ Cool? Then, by signing this Agreement, and as a condition of your employment, yo 1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create during the term of your employment or contract work, _within the scope of your employment or contract_. You hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP. All Company IP that you are involved with or create as part of your work for the Company is [work made for hire](http://www.copyright.gov/circs/circ09.pdf) under copyright law and compensated by your regular salary or pay. -2. **What the Company doesn't own.** If you create IP outside the scope of your employment or contract, the Company doesn't own it. In other words, the Company doesn't own concepts, designs, developments, discoveries, ideas, improvements, inventions, trade secrets, trademarks, or works of authorship that you develop, invent, or create that do not meet any of the conditions in Section 1. This is true regardless of the computer you use to develop your IP, including the one furnished to you by the Company. +2. **What the Company doesn't own.** If you create IP outside the scope of your employment or contract, the Company doesn't own it. This is true regardless of the computer you use to develop your IP, including the one furnished to you by the Company. The Company also doesn't own IP excluded by laws such as those listed in Exhibit A. You acknowledge you have reviewed Exhibit A and have read those laws applicable to you. From 5c53d62b2d5f21b44c9e298767d9feb3368127d3 Mon Sep 17 00:00:00 2001 From: Mike Linksvayer Date: Thu, 25 Jan 2018 16:50:39 -0800 Subject: [PATCH 16/24] comma --- Balanced_Employee_IP_Agreement.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index f6f975a..883d510 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -12,7 +12,7 @@ The Company also believes that it's important to be clear on what it doesn't own Cool? Then, by signing this Agreement, and as a condition of your employment, you agree to the following: -1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create during the term of your employment or contract work, _within the scope of your employment or contract_. You hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP. All Company IP that you are involved with or create as part of your work for the Company is [work made for hire](http://www.copyright.gov/circs/circ09.pdf) under copyright law and compensated by your regular salary or pay. +1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create, during the term of your employment or contract work, _within the scope of your employment or contract_. You hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP. All Company IP that you are involved with or create as part of your work for the Company is [work made for hire](http://www.copyright.gov/circs/circ09.pdf) under copyright law and compensated by your regular salary or pay. 2. **What the Company doesn't own.** If you create IP outside the scope of your employment or contract, the Company doesn't own it. This is true regardless of the computer you use to develop your IP, including the one furnished to you by the Company. From 25f1e6f29bab063a3b2194265fb5fef0adb34f82 Mon Sep 17 00:00:00 2001 From: Mike Linksvayer Date: Mon, 29 Jan 2018 15:11:38 -0800 Subject: [PATCH 17/24] concise relation --- Balanced_Employee_IP_Agreement.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index 883d510..f1b5e10 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -20,7 +20,7 @@ Cool? Then, by signing this Agreement, and as a condition of your employment, yo 3. **License to Company for your IP in Company projects.** If you include your own IP – such as IP you created prior to working for the Company – into a Company project, it's still yours, of course, but you grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, sublicensable, transferable, worldwide license to use it without restriction in any way or implementation, in modified form, or as is, by itself, or incorporated into a product or service ("License"). If you include your name in any project over which the Company would have rights under this Agreement, such as in a copyright notice or a comment in code or documentation, then the License covers the rights associated with that use of your name as well. - The License also covers any IP that you create, or help create during the term of your employment or contract work, _outside the scope of your employment or contract_, but only if it meets one or more of these additional conditions: The IP was (i) related to an existing or prospective Company project at the time you developed, invented, or created it, (ii) developed for use by the Company, or (iii) developed or promoted with existing Company IP or with the Company's endorsement. + The License also covers any IP that you create, or help create during the term of your employment or contract work, _outside the scope of your employment or contract_, but only if it relates to the Company's business or actual or demonstrably anticipated research or development. 4. **Check with Legal on using non-Company IP in Company projects.** When the Company relies on a license to use non-Company IP (such as IP you own or that was created by others and submitted to an open source project) in Company projects, Legal needs to be clear that the license is adequate. You agree to follow Company policies and procedures for using non-Company IP in Company projects, and to check with Legal for any situation not clearly and fully addressed by Company policy. From b1706b7b36294e8f12eaf58a720e5677df4744e9 Mon Sep 17 00:00:00 2001 From: Mike Linksvayer Date: Mon, 29 Jan 2018 14:26:55 -0800 Subject: [PATCH 18/24] what is this not --- Balanced_Employee_IP_Agreement.md | 12 ++++-------- 1 file changed, 4 insertions(+), 8 deletions(-) diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index f1b5e10..701a6e6 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -4,11 +4,13 @@ This BALANCED EMPLOYEE INTELLECTUAL PROPERTY AGREEMENT is between person named b **What is this?** This is the Company's Intellectual Property Agreement ("Agreement"). If you've worked in the technology space before, there's a good chance that you've run across one or more of these in the past. This document is the official, entire and exclusive agreement on what intellectual property ("IP") is yours, and what belongs to the Company. "IP" includes concepts, designs, developments, discoveries, ideas, improvements, inventions, trade secrets, trademarks, and works of authorship. +**What is this not?** This document only concerns IP ownership and licensing. Please refer to the Company employee handbook, your contract, and other policies on security, confidentiality, acting in the Company's best interest, releasing and maintaining Company open source projects, and other topics related to IP and information and the Company's business. Check with the Company's legal department ("Legal") for any situation not clearly and fully addressed by Company policy. + **Why is this?** The Company needs to be clear on what IP it owns and has rights to. Its customers, employees, and investors depend on the Company having the legal rights to the products and services it is providing so that the Company can continue operating and doing business. The Company also believes that it's important to be clear on what it doesn't own. The Company doesn't want you looking over your shoulder every time you work on something personal or worrying that the Company will someday seize your open source non-lethal mousetrap simulation software. In other words, the Company isn't interested in appropriating your personal projects. -**Read this.** Please read this document and be sure you understand it before you sign it. Due to legal risk and corporate obligations, the Company cannot, by and large, negotiate its terms. If you feel you have a particular circumstance that keeps you from signing, please let the Company's legal department ("Legal") know. And, of course, you're always free and encouraged to get your own legal counsel to explain anything you're not clear on. +**Read this.** Please read this document and be sure you understand it before you sign it. Due to legal risk and corporate obligations, the Company cannot, by and large, negotiate its terms. If you feel you have a particular circumstance that keeps you from signing, please let Legal know. And, of course, you're always free and encouraged to get your own legal counsel to explain anything you're not clear on. Cool? Then, by signing this Agreement, and as a condition of your employment, you agree to the following: @@ -22,7 +24,7 @@ Cool? Then, by signing this Agreement, and as a condition of your employment, yo The License also covers any IP that you create, or help create during the term of your employment or contract work, _outside the scope of your employment or contract_, but only if it relates to the Company's business or actual or demonstrably anticipated research or development. -4. **Check with Legal on using non-Company IP in Company projects.** When the Company relies on a license to use non-Company IP (such as IP you own or that was created by others and submitted to an open source project) in Company projects, Legal needs to be clear that the license is adequate. You agree to follow Company policies and procedures for using non-Company IP in Company projects, and to check with Legal for any situation not clearly and fully addressed by Company policy. +4. **Check with Legal on using non-Company IP in Company projects.** When the Company relies on a license to use non-Company IP (such as IP you own or that was created by others and submitted to an open source project) in Company projects, Legal needs to be clear that the license is adequate. You agree to follow Company policies and procedures for using non-Company IP in Company projects. 5. **Check with Legal on your contributions to non-Company projects.** The Company recognizes that you may be engaged in work that requires you to submit Company IP to entities other than the Company, such as open source projects used by the Company. Please make sure that Legal is aware of what you're working on so that Legal can help with any licensing issues. If any project asks you to sign a contribution agreement, you should check with Legal before doing so. @@ -30,12 +32,6 @@ Cool? Then, by signing this Agreement, and as a condition of your employment, yo 7. **Cooperation.** The Company might someday need to show the work that went into the development of IP that it uses or has used, or to make government filings to establish that it owns the IP or has rights over it. To help in those situations, you agree not to destroy any records you maintain relating to the development of any Company IP, and, if the Company asks, to provide those records to the Company. You authorize the Company to act on your behalf (as your agent and attorney-in-fact) in securing all rights related to Company IP. You agree to help the Company secure or defend its rights in Company IP or IP under License in Section 3, including after you leave the Company. For your help after you leave the company, the Company will compensate you at a reasonable rate. -8. **Confidentiality.** As an employee or contractor of the Company, you will have access to sensitive Confidential Information that is important to the Company's business. "Confidential Information" includes non-public technical details about our products or services, financial information, business strategies and forecasts, customer data, or any other information, data or know-how that is valuable to the Company because it is not publicly known. Information is not confidential if it is or becomes known or generally available to the interested public by no fault of yours, or you already knew the information independent of having received it from the Company. - - You agree to only use the Company's Confidential Information for the purpose of performing your job and for the benefit of the Company. You will do your best to keep internal Company information secret, including after you end your work for the Company. If you are not sure if something is Confidential Information, you should assume that it is, until you can confirm otherwise. - - Please be aware, however, that under the [Defend Trade Secrets Act of 2016](http://uscode.house.gov/view.xhtml?req=title:18%20section:1833%20edition:prelim), you have the right to disclose trade secrets, confidentially, to the government or a lawyer for the purpose of reporting or investigating a suspected violation of law, or you may disclose trade secrets in documents filed under seal in a legal proceeding. - Print Name: ＿＿＿＿＿＿＿＿＿＿＿＿＿ From f11a6a5365f36d5acaf528256f218f61525e92fe Mon Sep 17 00:00:00 2001 From: pchestek Date: Mon, 19 Feb 2018 18:53:26 -0500 Subject: [PATCH 19/24] pchestek edits --- Balanced_Employee_IP_Agreement.md | 17 ++++++++++------- 1 file changed, 10 insertions(+), 7 deletions(-) diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index 701a6e6..22501ac 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -4,7 +4,7 @@ This BALANCED EMPLOYEE INTELLECTUAL PROPERTY AGREEMENT is between person named b **What is this?** This is the Company's Intellectual Property Agreement ("Agreement"). If you've worked in the technology space before, there's a good chance that you've run across one or more of these in the past. This document is the official, entire and exclusive agreement on what intellectual property ("IP") is yours, and what belongs to the Company. "IP" includes concepts, designs, developments, discoveries, ideas, improvements, inventions, trade secrets, trademarks, and works of authorship. -**What is this not?** This document only concerns IP ownership and licensing. Please refer to the Company employee handbook, your contract, and other policies on security, confidentiality, acting in the Company's best interest, releasing and maintaining Company open source projects, and other topics related to IP and information and the Company's business. Check with the Company's legal department ("Legal") for any situation not clearly and fully addressed by Company policy. +**What is this not?** This document only concerns IP ownership and licensing. Please also refer to the Company employee handbook, your contract, and other policies on security, confidentiality, acting in the Company's best interest, releasing and maintaining Company open source projects, and other topics related to IP and information and the Company's business. Check with the Company's legal department ("Legal") for any situation not clearly and fully addressed by Company policies. **Why is this?** The Company needs to be clear on what IP it owns and has rights to. Its customers, employees, and investors depend on the Company having the legal rights to the products and services it is providing so that the Company can continue operating and doing business. @@ -14,23 +14,26 @@ The Company also believes that it's important to be clear on what it doesn't own Cool? Then, by signing this Agreement, and as a condition of your employment, you agree to the following: -1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create, during the term of your employment or contract work, _within the scope of your employment or contract_. You hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP. All Company IP that you are involved with or create as part of your work for the Company is [work made for hire](http://www.copyright.gov/circs/circ09.pdf) under copyright law and compensated by your regular salary or pay. +1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create, during the term of your employment or contract work, _within the scope of your employment or contract_. This is regardless of the time of day you did the work or whether or not you did it using your own equipment. Your compensation for creating Company IP is your regular salary or pay. The Company IP is work made for hire, but to the extent Company doesn’t own the rights automatically, you hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP. 2. **What the Company doesn't own.** If you create IP outside the scope of your employment or contract, the Company doesn't own it. This is true regardless of the computer you use to develop your IP, including the one furnished to you by the Company. The Company also doesn't own IP excluded by laws such as those listed in Exhibit A. You acknowledge you have reviewed Exhibit A and have read those laws applicable to you. -3. **License to Company for your IP in Company projects.** If you include your own IP – such as IP you created prior to working for the Company – into a Company project, it's still yours, of course, but you grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, sublicensable, transferable, worldwide license to use it without restriction in any way or implementation, in modified form, or as is, by itself, or incorporated into a product or service ("License"). If you include your name in any project over which the Company would have rights under this Agreement, such as in a copyright notice or a comment in code or documentation, then the License covers the rights associated with that use of your name as well. +3. **License to Company for your IP.** You grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, sublicensable, transferable, worldwide license to use your personally-owned IP without restriction in any way or implementation, in modified form, or as is, by itself, or incorporated into a project, product or service ("License"): - The License also covers any IP that you create, or help create during the term of your employment or contract work, _outside the scope of your employment or contract_, but only if it relates to the Company's business or actual or demonstrably anticipated research or development. + 1. If you agree to the use of your IP – such as IP you created prior to working for the Company – in a Company project, product or service; + 2. For any IP that you create, or help create during the term of your employment or contract work, _outside the scope of your employment or contract_, if it relates to the Company's business, operations, or actual or demonstrably anticipated research or development. -4. **Check with Legal on using non-Company IP in Company projects.** When the Company relies on a license to use non-Company IP (such as IP you own or that was created by others and submitted to an open source project) in Company projects, Legal needs to be clear that the license is adequate. You agree to follow Company policies and procedures for using non-Company IP in Company projects. + If you include your name in any material in which the Company has rights under this Agreement, such as in a copyright notice or a comment in code or documentation, then the License covers the rights associated with that use of your name as well. -5. **Check with Legal on your contributions to non-Company projects.** The Company recognizes that you may be engaged in work that requires you to submit Company IP to entities other than the Company, such as open source projects used by the Company. Please make sure that Legal is aware of what you're working on so that Legal can help with any licensing issues. If any project asks you to sign a contribution agreement, you should check with Legal before doing so. +4. **Check with Legal on using non-Company IP.** When the Company relies on a license to use non-Company IP (such as IP you own or that was created by others and submitted to an open source project), Legal needs to be clear that the license is adequate. You agree to follow Company policies and procedures for the Company's use of non-Company IP. + +5. **Check with Legal on your contributions to non-Company projects.** The Company recognizes that you may be engaged in work that requires you to submit Company IP to entities other than the Company, such as open source projects used by the Company. Please make sure that Legal is aware of what you're working on so that Legal can help with any licensing issues. If anyone asks you to sign a contribution agreement, you should check with Legal before doing so. 6. **No conflicts.** You agree that you don't have any outstanding agreements or obligations that conflict with those in this Agreement, and that you won't enter into conflicting agreements in the future. -7. **Cooperation.** The Company might someday need to show the work that went into the development of IP that it uses or has used, or to make government filings to establish that it owns the IP or has rights over it. To help in those situations, you agree not to destroy any records you maintain relating to the development of any Company IP, and, if the Company asks, to provide those records to the Company. You authorize the Company to act on your behalf (as your agent and attorney-in-fact) in securing all rights related to Company IP. You agree to help the Company secure or defend its rights in Company IP or IP under License in Section 3, including after you leave the Company. For your help after you leave the company, the Company will compensate you at a reasonable rate. +7. **Cooperation.** The Company might someday need to show the work that went into the development of IP that it uses or has used, or to make government filings to establish that it owns the IP or has rights to it. To help in those situations, you agree to maintain all records relating to the development of any Company IP, and, if the Company asks, to provide those records to the Company. You authorize the Company to act on your behalf (as your agent and attorney-in-fact) in securing all rights related to Company IP. You agree to help the Company secure or defend its rights in Company IP or IP under the License in Section 3, including after you leave the Company. For your help after you leave the company, the Company will compensate you at a reasonable rate. Print Name: ＿＿＿＿＿＿＿＿＿＿＿＿＿ From b685fc1d4bf470e84976b62ce5d484897a135bec Mon Sep 17 00:00:00 2001 From: Mike Linksvayer Date: Sat, 24 Feb 2018 15:20:57 -0800 Subject: [PATCH 20/24] readability and helping to explain legal jargon in plainer terms --- Balanced_Employee_IP_Agreement.md | 7 ++++--- 1 file changed, 4 insertions(+), 3 deletions(-) diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index 22501ac..61fa726 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -20,10 +20,11 @@ Cool? Then, by signing this Agreement, and as a condition of your employment, yo The Company also doesn't own IP excluded by laws such as those listed in Exhibit A. You acknowledge you have reviewed Exhibit A and have read those laws applicable to you. -3. **License to Company for your IP.** You grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, sublicensable, transferable, worldwide license to use your personally-owned IP without restriction in any way or implementation, in modified form, or as is, by itself, or incorporated into a project, product or service ("License"): +3. **License to Company for your IP.** In some cases, the Company may need rights to IP you create outside of your job. It’s still yours, of course, but in the following circumstances, you grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, sublicensable, transferable, worldwide license to use your personally-owned IP without restriction in any way or implementation, in modified form, or as is, by itself, or incorporated into a project, product, or service ("License"): - 1. If you agree to the use of your IP – such as IP you created prior to working for the Company – in a Company project, product or service; - 2. For any IP that you create, or help create during the term of your employment or contract work, _outside the scope of your employment or contract_, if it relates to the Company's business, operations, or actual or demonstrably anticipated research or development. + (a) If you agree to the use of your IP – such as IP you created prior to working for the Company – in a Company project, product or service; + + (b) For any IP that you create, or help create during the term of your employment or contract work, _outside the scope of your employment or contract_, but only if it relates to the Company's business, operations, or actual or demonstrably anticipated research or development. If you include your name in any material in which the Company has rights under this Agreement, such as in a copyright notice or a comment in code or documentation, then the License covers the rights associated with that use of your name as well. From c0a5629b8a29f96549b1d5add8399b6a1c0ac9f1 Mon Sep 17 00:00:00 2001 From: Justin Colannino Date: Tue, 13 Oct 2020 16:00:48 -0700 Subject: [PATCH 21/24] - edits for clarity and flow throughout - 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 --- Balanced_Employee_IP_Agreement.md | 185 +++--------------------------- Employee_IP_Laws.md | 155 +++++++++++++++++++++++++ README.md | 15 +-- 3 files changed, 177 insertions(+), 178 deletions(-) create mode 100644 Employee_IP_Laws.md diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index 61fa726..c38bef7 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -1,8 +1,8 @@ # Balanced Employee Intellectual Property Agreement 2.0.0 -This BALANCED EMPLOYEE INTELLECTUAL PROPERTY AGREEMENT is between person named below and [COMPANY NAME], a [State of Incorporation] corporation ("Company"). +This BALANCED EMPLOYEE INTELLECTUAL PROPERTY AGREEMENT is between the person named below and [COMPANY NAME], a [State of Incorporation] corporation ("Company"). -**What is this?** This is the Company's Intellectual Property Agreement ("Agreement"). If you've worked in the technology space before, there's a good chance that you've run across one or more of these in the past. This document is the official, entire and exclusive agreement on what intellectual property ("IP") is yours, and what belongs to the Company. "IP" includes concepts, designs, developments, discoveries, ideas, improvements, inventions, trade secrets, trademarks, and works of authorship. +**What is this?** This is the Company's Intellectual Property Agreement ("Agreement"). If you've worked in the technology space before, there's a good chance that you've run across one or more of these in the past. This document is the official, entire and exclusive agreement on what intellectual property ("IP") is yours, and what belongs to the Company. "IP" includes concepts, designs, developments, discoveries, ideas, improvements, inventions, patents, trade secrets, trademarks, copyrights, and works of authorship. **What is this not?** This document only concerns IP ownership and licensing. Please also refer to the Company employee handbook, your contract, and other policies on security, confidentiality, acting in the Company's best interest, releasing and maintaining Company open source projects, and other topics related to IP and information and the Company's business. Check with the Company's legal department ("Legal") for any situation not clearly and fully addressed by Company policies. @@ -10,31 +10,32 @@ This BALANCED EMPLOYEE INTELLECTUAL PROPERTY AGREEMENT is between person named b The Company also believes that it's important to be clear on what it doesn't own. The Company doesn't want you looking over your shoulder every time you work on something personal or worrying that the Company will someday seize your open source non-lethal mousetrap simulation software. In other words, the Company isn't interested in appropriating your personal projects. -**Read this.** Please read this document and be sure you understand it before you sign it. Due to legal risk and corporate obligations, the Company cannot, by and large, negotiate its terms. If you feel you have a particular circumstance that keeps you from signing, please let Legal know. And, of course, you're always free and encouraged to get your own legal counsel to explain anything you're not clear on. +**Read this.** Please read this document and be sure you understand it before you sign it. Due to issues of scale, fairness, and consistency, the Company cannot, by and large, negotiate its terms. If you feel you have a particular circumstance that keeps you from signing, please let Legal know. And, of course, you're always free and encouraged to get your own legal counsel to explain anything you're not clear on. Cool? Then, by signing this Agreement, and as a condition of your employment, you agree to the following: -1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create, during the term of your employment or contract work, _within the scope of your employment or contract_. This is regardless of the time of day you did the work or whether or not you did it using your own equipment. Your compensation for creating Company IP is your regular salary or pay. The Company IP is work made for hire, but to the extent Company doesn’t own the rights automatically, you hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP. +1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create, during the term of your employment or contract work, _within the scope of your employment or contract_. This is regardless of the time of day you did the work or whether or not you did it using your own equipment. Your compensation for creating Company IP is your regular salary or pay. The Company IP is work made for hire, but to the extent Company doesn't own the rights automatically, you hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP. -2. **What the Company doesn't own.** If you create IP outside the scope of your employment or contract, the Company doesn't own it. This is true regardless of the computer you use to develop your IP, including the one furnished to you by the Company. +2. **What the Company doesn't own.** If you create IP outside the scope of your employment or contract or before or after your employment or contract ("Your IP"), the Company doesn't own it. This is true regardless of the computer you use to develop your IP, including the one furnished to you by the Company. - The Company also doesn't own IP excluded by laws such as those listed in Exhibit A. You acknowledge you have reviewed Exhibit A and have read those laws applicable to you. + The Company also doesn't own IP excluded by laws applicable to your employment. -3. **License to Company for your IP.** In some cases, the Company may need rights to IP you create outside of your job. It’s still yours, of course, but in the following circumstances, you grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, sublicensable, transferable, worldwide license to use your personally-owned IP without restriction in any way or implementation, in modified form, or as is, by itself, or incorporated into a project, product, or service ("License"): +3. **License to Company for Your IP.** In some cases, the Company may need rights to Your IP. It's still yours, of course, but in the following circumstances (a) or (b), you grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, sublicensable, transferable, worldwide license to use Your IP without restriction +("License"): - (a) If you agree to the use of your IP – such as IP you created prior to working for the Company – in a Company project, product or service; + (a) If you know or should know about the use of Your IP in a Company project, product, service, or internal systems and agree or do not object to that use; or - (b) For any IP that you create, or help create during the term of your employment or contract work, _outside the scope of your employment or contract_, but only if it relates to the Company's business, operations, or actual or demonstrably anticipated research or development. - - If you include your name in any material in which the Company has rights under this Agreement, such as in a copyright notice or a comment in code or documentation, then the License covers the rights associated with that use of your name as well. + (b) If Your IP is created during the term of your employment or contract work and Your IP relates to the Company's business, operations, or actual or demonstrably anticipated research or development. 4. **Check with Legal on using non-Company IP.** When the Company relies on a license to use non-Company IP (such as IP you own or that was created by others and submitted to an open source project), Legal needs to be clear that the license is adequate. You agree to follow Company policies and procedures for the Company's use of non-Company IP. 5. **Check with Legal on your contributions to non-Company projects.** The Company recognizes that you may be engaged in work that requires you to submit Company IP to entities other than the Company, such as open source projects used by the Company. Please make sure that Legal is aware of what you're working on so that Legal can help with any licensing issues. If anyone asks you to sign a contribution agreement, you should check with Legal before doing so. -6. **No conflicts.** You agree that you don't have any outstanding agreements or obligations that conflict with those in this Agreement, and that you won't enter into conflicting agreements in the future. +6. **No conflicts.** You agree that you don't have any outstanding agreements or obligations that conflict with those in this Agreement, and that you won't enter into conflicting agreements in the future. You also agree that you will not use or disclose to Company anything that you are required to keep confidential, and will continue to honor any valid prior non-disclosure, proprietary rights, or other contractual agreements you have with anyone else. + +7. **Cooperation.** The Company might someday need to show the work that went into the development of IP that it uses or has used, or to establish that it owns the IP or has rights to it. To help in those situations, you agree to maintain all records relating to the development of any Company IP, and, if the Company asks, to provide those records to the Company. You authorize the Company to act on your behalf (as your agent and attorney-in-fact) in securing all rights related to Company IP and your IP licensed to Company under this agreement. You agree to help the Company secure or defend its rights in Company IP or IP under the License in Section 3, including after you leave the Company. For your help after you leave the company, the Company will compensate you at a reasonable rate. -7. **Cooperation.** The Company might someday need to show the work that went into the development of IP that it uses or has used, or to make government filings to establish that it owns the IP or has rights to it. To help in those situations, you agree to maintain all records relating to the development of any Company IP, and, if the Company asks, to provide those records to the Company. You authorize the Company to act on your behalf (as your agent and attorney-in-fact) in securing all rights related to Company IP. You agree to help the Company secure or defend its rights in Company IP or IP under the License in Section 3, including after you leave the Company. For your help after you leave the company, the Company will compensate you at a reasonable rate. +8. **Survivorship.** If any terms of this Agreement are found invalid or unenforceable by any court, agency, or arbiter with jurisdiction over this Agreement, the remaining terms will survive with full effect. Print Name: ＿＿＿＿＿＿＿＿＿＿＿＿＿ @@ -42,161 +43,3 @@ Print Name: ＿＿＿＿＿＿＿＿＿＿＿＿＿ Sign: ＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿ Date: ＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿ - ---- - -## Exhibit A: Laws Concerning Employment Agreements and Intellectual Property Assignment - -### United States - -#### California - - - -> 2870\. (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: -> (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or -> (2) Result from any work performed by the employee for the employer. -> (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable. -> (Amended by Stats. 1991, Ch. 647, Sec. 5.) -> -> 2871\. No employer shall require a provision made void and unenforceable by Section 2870 as a condition of employment or continued employment. Nothing in this article shall be construed to forbid or restrict the right of an employer to provide in contracts of employment for disclosure, provided that any such disclosures be received in confidence, of all of the employee’s inventions made solely or jointly with others during the term of his or her employment, a review process by the employer to determine such issues as may arise, and for full title to certain patents and inventions to be in the United States, as required by contracts between the employer and the United States or any of its agencies. -> (Added by Stats. 1979, Ch. 1001.) -> -> 2872\. If an employment agreement entered into after January 1, 1980, contains a provision requiring the employee to assign or offer to assign any of his or her rights in any invention to his or her employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention which qualifies fully under the provisions of Section 2870. In any suit or action arising thereunder, the burden of proof shall be on the employee claiming the benefits of its provisions. -> (Added by Stats. 1979, Ch. 1001.) - -#### Delaware - - - -> § 805 Employee's right to certain inventions. -> -> Any provision in an employment agreement which provides that the employee shall assign or offer to assign any of the employee's rights in an invention to the employee's employer shall not apply to an invention that the employee developed entirely on the employee's own time without using the employer's equipment, supplies, facility or trade secret information, except for those inventions that: -> -> (1) Relate to the employer's business or actual or demonstrably anticipated research or development; or -> (2) Result from any work performed by the employee for the employer. -> -> To the extent a provision in an employment agreement purports to apply to the type of invention described, it is against the public policy of this State and is unenforceable. An employer may not require a provision of an employment agreement made unenforceable under this section as a condition of employment or continued employment. -> -> 64 Del. Laws, c. 257, § 1; 70 Del. Laws, c. 186, § 1.; - -#### Illinois - - - -> (765 ILCS 1060/1) (from Ch. 140, par. 301) -> Sec. 1. This Act shall be known and may be cited as the "Employee Patent Act". -> (Source: P.A. 83-493.) -> -> (765 ILCS 1060/2) (from Ch. 140, par. 302) -> Sec. 2. Employee rights to inventions - conditions). (1) A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this State and is to that extent void and unenforceable. The employee shall bear the burden of proof in establishing that his invention qualifies under this subsection. -> (2) An employer shall not require a provision made void and unenforceable by subsection (1) of this Section as a condition of employment or continuing employment. This Act shall not preempt existing common law applicable to any shop rights of employers with respect to employees who have not signed an employment agreement. -> (3) If an employment agreement entered into after January 1, 1984, contains a provision requiring the employee to assign any of the employee's rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. -> (Source: P.A. 83-493.) -> -> (765 ILCS 1060/3) (from Ch. 140, par. 303) -> Sec. 3. This Act takes effect upon becoming a law. -> (Source: P.A. 83-493.) - -#### Kansas - - - -> 44-130. Employment agreements assigning employee rights in inventions to employer; restrictions; certain provisions void; notice and disclosure. (a) Any provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer shall not apply to an invention for which no equipment, supplies, facilities or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless: -> (1) The invention relates to the business of the employer or to the employer's actual or demonstrably anticipated research or development; or -> (2) the invention results from any work performed by the employee for the employer. -> (b) Any provision in an employment agreement which purports to apply to an invention which it is prohibited from applying to under subsection (a), is to that extent against the public policy of this state and is to that extent void and unenforceable. No employer shall require a provision made void and unenforceable by this section as a condition of employment or continuing employment. -> (c) If an employment agreement contains a provision requiring the employee to assign any of the employee's rights in any invention to the employer, the employer shall provide, at the time the agreement is made, a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless: -> (1) The invention relates directly to the business of the employer or to the employer's actual or demonstrably anticipated research or development; or -> (2) the invention results from any work performed by the employee for the employer. -> (d) Even though the employee meets the burden of proving the conditions specified in this section, the employee shall disclose, at the time of employment or thereafter, all inventions being developed by the employee, for the purpose of determining employer and employee rights in an invention. -> History: L. 1986, ch. 186, § 1; July 1. - -#### Minnesota - - - -> 181.78 AGREEMENTS; TERMS RELATING TO INVENTIONS. -> Subdivision 1. Inventions not related to employment. Any provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer shall not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee's own time, and (1) which does not relate (a) directly to the business of the employer or (b) to the employer's actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this state and is to that extent void and unenforceable. -> Subd. 2. Effect of subdivision 1. No employer shall require a provision made void and unenforceable by subdivision 1 as a condition of employment or continuing employment. -> Subd. 3. Notice to employee. If an employment agreement entered into after August 1, 1977 contains a provision requiring the employee to assign or offer to assign any of the employee's rights in any invention to an employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee's own time, and (1) which does not relate (a) directly to the business of the employer or (b) to the employer's actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by the employee for the employer. -> History: 1977 c 47 s 1; 1986 c 444 - -#### Nevada - - - -> NRS 600.500  Employer is sole owner of patentable invention or trade secret developed by employee.  Except as otherwise provided by express written agreement, an employer is the sole owner of any patentable invention or trade secret developed by his or her employee during the course and scope of the employment that relates directly to work performed during the course and scope of the employment. -> (Added to NRS by 2001, 942; A 2003, 2832) - -#### North Carolina - - - -> Article 10A. -> -> Inventions Developed by Employee. -> -> § 66-57.1. Employee's right to certain inventions. -> Any provision in an employment agreement which provides that the employee shall assign or offer to assign any of his rights in an invention to his employer shall not apply to an invention that the employee developed entirely on his own time without using the employer's equipment, supplies, facility or trade secret information except for those inventions that (i) relate to the employer's business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by the employee for the employer. To the extent a provision in an employment agreement purports to apply to the type of invention described, it is against the public policy of this State and is unenforceable. The employee shall bear the burden of proof in establishing that his invention qualifies under this section. (1981, c. 488, s. 1.) -> -> § 66-57.2. Employer's rights. -> (a) An employer may not require a provision of an employment agreement made unenforceable under G.S. 66-57.1 as a condition of employment or continued employment. An employer, in an employment agreement, may require that the employee report all inventions developed by the employee, solely or jointly, during the term of his employment to the employer, including those asserted by the employee as nonassignable, for the purpose of determining employee or employer rights. -> (b) An employer's ownership of an employee's invention, discovery, or development that has or becomes vested in the employer by contract or by operation of law shall not be subject to revocation or rescission in the event of a dispute between the employer and employee concerning payment of compensation or benefits to the employee, subject to any contrary provision in the employee's written employment agreement. The foregoing provision shall not apply where the employee proves that the employer acquired ownership of the employee's invention, discovery, or development fraudulently. -> (c) If required by a contract between the employer and the United States or its agencies, the employer may require that full title to certain patents and inventions be in the United States. (1981, c. 488, s. 1; 2016-114, s. 4.) - -#### Utah - - - -> Chapter 39 -> Employment Inventions Act -> -> 34-39-1 Citation of act. -> This act is known as the “Employment Inventions Act.” -> -> -> Enacted by Chapter 217, 1989 General Session -> -> 34-39-2 Definitions. -> As used in this chapter: -> (1) “Employment invention” means any invention or part thereof conceived, developed, reduced to practice, or created by an employee which is: -> (a) conceived, developed, reduced to practice, or created by the employee: -> (i) within the scope of his employment; -> (ii) on his employer’s time; or -> (iii) with the aid, assistance, or use of any of his employer’s property, equipment, facilities, supplies, resources, or intellectual property; -> (b) the result of any work, services, or duties performed by an employee for his employer; -> (c) related to the industry or trade of the employer; or -> (d) related to the current or demonstrably anticipated business, research, or development of the employer. -> (2) “Intellectual property” means any and all patents, trade secrets, know-how, technology, confidential information, ideas, copyrights, trademarks, and service marks and any and all rights, applications, and registrations relating to them. -> -> Enacted by Chapter 217, 1989 General Session -> -> 34-39-3 Scope of act -- When agreements between an employee and employer are enforceable or unenforceable with respect to employment inventions -- Exceptions. -> (1) An employment agreement between an employee and his employer is not enforceable against the employee to the extent that the agreement requires the employee to assign or license, or to offer to assign or license, to the employer any right or intellectual property in or to an invention that is: -> (a) created by the employee entirely on his own time; and -> (b) not an employment invention. -> (2) An agreement between an employee and his employer may require the employee to assign or license, or to offer to assign or license, to his employer any or all of his rights and intellectual property in or to an employment invention. -> (3) Subsection (1) does not apply to: -> (a) any right, intellectual property or invention that is required by law or by contract between the employer and the United States government or a state or local government to be assigned or licensed to the United States; or -> (b) an agreement between an employee and his employer which is not an employment agreement. -> (4) Notwithstanding Subsection (1), an agreement is enforceable under Subsection (1) if the employee’s employment or continuation of employment is not conditioned on the employee’s acceptance of such agreement and the employee receives a consideration under such agreement which is not compensation for employment. -> (5) Employment of the employee or the continuation of his employment is sufficient consideration to support the enforceability of an agreement under Subsection (2) whether or not the agreement recites such consideration. -> (6) An employer may require his employees to agree to an agreement within the scope of Subsection (2) as a condition of employment or the continuation of employment. -> (7) An employer may not require his employees to agree to anything unenforceable under Subsection (1) as a condition of employment or the continuation of employment. -> (8) Nothing in this chapter invalidates or renders unenforceable any employment agreement or provisions of an employment agreement unrelated to employment inventions. -> -> Enacted by Chapter 217, 1989 General Session - -#### Washington - - - -> RCW 49.44.140 -> -> Requiring assignment of employee's rights to inventions—Conditions. -> (1) A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this state and is to that extent void and unenforceable. -> (2) An employer shall not require a provision made void and unenforceable by subsection (1) of this section as a condition of employment or continuing employment. -> (3) If an employment agreement entered into after September 1, 1979, contains a provision requiring the employee to assign any of the employee's rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work preformed [performed] by the employee for the employer. -> -> [ 1979 ex.s. c 177 § 2.] diff --git a/Employee_IP_Laws.md b/Employee_IP_Laws.md new file mode 100644 index 0000000..808cb46 --- /dev/null +++ b/Employee_IP_Laws.md @@ -0,0 +1,155 @@ +## Laws Concerning Employment Agreements and Intellectual Property Assignment + +### United States + +#### California + + + +> 2870\. (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: +> (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or +> (2) Result from any work performed by the employee for the employer. +> (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable. +> (Amended by Stats. 1991, Ch. 647, Sec. 5.) +> +> 2871\. No employer shall require a provision made void and unenforceable by Section 2870 as a condition of employment or continued employment. Nothing in this article shall be construed to forbid or restrict the right of an employer to provide in contracts of employment for disclosure, provided that any such disclosures be received in confidence, of all of the employee’s inventions made solely or jointly with others during the term of his or her employment, a review process by the employer to determine such issues as may arise, and for full title to certain patents and inventions to be in the United States, as required by contracts between the employer and the United States or any of its agencies. +> (Added by Stats. 1979, Ch. 1001.) +> +> 2872\. If an employment agreement entered into after January 1, 1980, contains a provision requiring the employee to assign or offer to assign any of his or her rights in any invention to his or her employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention which qualifies fully under the provisions of Section 2870. In any suit or action arising thereunder, the burden of proof shall be on the employee claiming the benefits of its provisions. +> (Added by Stats. 1979, Ch. 1001.) + +#### Delaware + + + +> § 805 Employee's right to certain inventions. +> +> Any provision in an employment agreement which provides that the employee shall assign or offer to assign any of the employee's rights in an invention to the employee's employer shall not apply to an invention that the employee developed entirely on the employee's own time without using the employer's equipment, supplies, facility or trade secret information, except for those inventions that: +> +> (1) Relate to the employer's business or actual or demonstrably anticipated research or development; or +> (2) Result from any work performed by the employee for the employer. +> +> To the extent a provision in an employment agreement purports to apply to the type of invention described, it is against the public policy of this State and is unenforceable. An employer may not require a provision of an employment agreement made unenforceable under this section as a condition of employment or continued employment. +> +> 64 Del. Laws, c. 257, § 1; 70 Del. Laws, c. 186, § 1.; + +#### Illinois + + + +> (765 ILCS 1060/1) (from Ch. 140, par. 301) +> Sec. 1. This Act shall be known and may be cited as the "Employee Patent Act". +> (Source: P.A. 83-493.) +> +> (765 ILCS 1060/2) (from Ch. 140, par. 302) +> Sec. 2. Employee rights to inventions - conditions). (1) A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this State and is to that extent void and unenforceable. The employee shall bear the burden of proof in establishing that his invention qualifies under this subsection. +> (2) An employer shall not require a provision made void and unenforceable by subsection (1) of this Section as a condition of employment or continuing employment. This Act shall not preempt existing common law applicable to any shop rights of employers with respect to employees who have not signed an employment agreement. +> (3) If an employment agreement entered into after January 1, 1984, contains a provision requiring the employee to assign any of the employee's rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. +> (Source: P.A. 83-493.) +> +> (765 ILCS 1060/3) (from Ch. 140, par. 303) +> Sec. 3. This Act takes effect upon becoming a law. +> (Source: P.A. 83-493.) + +#### Kansas + + + +> 44-130. Employment agreements assigning employee rights in inventions to employer; restrictions; certain provisions void; notice and disclosure. (a) Any provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer shall not apply to an invention for which no equipment, supplies, facilities or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless: +> (1) The invention relates to the business of the employer or to the employer's actual or demonstrably anticipated research or development; or +> (2) the invention results from any work performed by the employee for the employer. +> (b) Any provision in an employment agreement which purports to apply to an invention which it is prohibited from applying to under subsection (a), is to that extent against the public policy of this state and is to that extent void and unenforceable. No employer shall require a provision made void and unenforceable by this section as a condition of employment or continuing employment. +> (c) If an employment agreement contains a provision requiring the employee to assign any of the employee's rights in any invention to the employer, the employer shall provide, at the time the agreement is made, a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless: +> (1) The invention relates directly to the business of the employer or to the employer's actual or demonstrably anticipated research or development; or +> (2) the invention results from any work performed by the employee for the employer. +> (d) Even though the employee meets the burden of proving the conditions specified in this section, the employee shall disclose, at the time of employment or thereafter, all inventions being developed by the employee, for the purpose of determining employer and employee rights in an invention. +> History: L. 1986, ch. 186, § 1; July 1. + +#### Minnesota + + + +> 181.78 AGREEMENTS; TERMS RELATING TO INVENTIONS. +> Subdivision 1. Inventions not related to employment. Any provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer shall not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee's own time, and (1) which does not relate (a) directly to the business of the employer or (b) to the employer's actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this state and is to that extent void and unenforceable. +> Subd. 2. Effect of subdivision 1. No employer shall require a provision made void and unenforceable by subdivision 1 as a condition of employment or continuing employment. +> Subd. 3. Notice to employee. If an employment agreement entered into after August 1, 1977 contains a provision requiring the employee to assign or offer to assign any of the employee's rights in any invention to an employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee's own time, and (1) which does not relate (a) directly to the business of the employer or (b) to the employer's actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by the employee for the employer. +> History: 1977 c 47 s 1; 1986 c 444 + +#### Nevada + + + +> NRS 600.500  Employer is sole owner of patentable invention or trade secret developed by employee.  Except as otherwise provided by express written agreement, an employer is the sole owner of any patentable invention or trade secret developed by his or her employee during the course and scope of the employment that relates directly to work performed during the course and scope of the employment. +> (Added to NRS by 2001, 942; A 2003, 2832) + +#### North Carolina + + + +> Article 10A. +> +> Inventions Developed by Employee. +> +> § 66-57.1. Employee's right to certain inventions. +> Any provision in an employment agreement which provides that the employee shall assign or offer to assign any of his rights in an invention to his employer shall not apply to an invention that the employee developed entirely on his own time without using the employer's equipment, supplies, facility or trade secret information except for those inventions that (i) relate to the employer's business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by the employee for the employer. To the extent a provision in an employment agreement purports to apply to the type of invention described, it is against the public policy of this State and is unenforceable. The employee shall bear the burden of proof in establishing that his invention qualifies under this section. (1981, c. 488, s. 1.) +> +> § 66-57.2. Employer's rights. +> (a) An employer may not require a provision of an employment agreement made unenforceable under G.S. 66-57.1 as a condition of employment or continued employment. An employer, in an employment agreement, may require that the employee report all inventions developed by the employee, solely or jointly, during the term of his employment to the employer, including those asserted by the employee as nonassignable, for the purpose of determining employee or employer rights. +> (b) An employer's ownership of an employee's invention, discovery, or development that has or becomes vested in the employer by contract or by operation of law shall not be subject to revocation or rescission in the event of a dispute between the employer and employee concerning payment of compensation or benefits to the employee, subject to any contrary provision in the employee's written employment agreement. The foregoing provision shall not apply where the employee proves that the employer acquired ownership of the employee's invention, discovery, or development fraudulently. +> (c) If required by a contract between the employer and the United States or its agencies, the employer may require that full title to certain patents and inventions be in the United States. (1981, c. 488, s. 1; 2016-114, s. 4.) + +#### Utah + + + +> Chapter 39 +> Employment Inventions Act +> +> 34-39-1 Citation of act. +> This act is known as the “Employment Inventions Act.” +> +> +> Enacted by Chapter 217, 1989 General Session +> +> 34-39-2 Definitions. +> As used in this chapter: +> (1) “Employment invention” means any invention or part thereof conceived, developed, reduced to practice, or created by an employee which is: +> (a) conceived, developed, reduced to practice, or created by the employee: +> (i) within the scope of his employment; +> (ii) on his employer’s time; or +> (iii) with the aid, assistance, or use of any of his employer’s property, equipment, facilities, supplies, resources, or intellectual property; +> (b) the result of any work, services, or duties performed by an employee for his employer; +> (c) related to the industry or trade of the employer; or +> (d) related to the current or demonstrably anticipated business, research, or development of the employer. +> (2) “Intellectual property” means any and all patents, trade secrets, know-how, technology, confidential information, ideas, copyrights, trademarks, and service marks and any and all rights, applications, and registrations relating to them. +> +> Enacted by Chapter 217, 1989 General Session +> +> 34-39-3 Scope of act -- When agreements between an employee and employer are enforceable or unenforceable with respect to employment inventions -- Exceptions. +> (1) An employment agreement between an employee and his employer is not enforceable against the employee to the extent that the agreement requires the employee to assign or license, or to offer to assign or license, to the employer any right or intellectual property in or to an invention that is: +> (a) created by the employee entirely on his own time; and +> (b) not an employment invention. +> (2) An agreement between an employee and his employer may require the employee to assign or license, or to offer to assign or license, to his employer any or all of his rights and intellectual property in or to an employment invention. +> (3) Subsection (1) does not apply to: +> (a) any right, intellectual property or invention that is required by law or by contract between the employer and the United States government or a state or local government to be assigned or licensed to the United States; or +> (b) an agreement between an employee and his employer which is not an employment agreement. +> (4) Notwithstanding Subsection (1), an agreement is enforceable under Subsection (1) if the employee’s employment or continuation of employment is not conditioned on the employee’s acceptance of such agreement and the employee receives a consideration under such agreement which is not compensation for employment. +> (5) Employment of the employee or the continuation of his employment is sufficient consideration to support the enforceability of an agreement under Subsection (2) whether or not the agreement recites such consideration. +> (6) An employer may require his employees to agree to an agreement within the scope of Subsection (2) as a condition of employment or the continuation of employment. +> (7) An employer may not require his employees to agree to anything unenforceable under Subsection (1) as a condition of employment or the continuation of employment. +> (8) Nothing in this chapter invalidates or renders unenforceable any employment agreement or provisions of an employment agreement unrelated to employment inventions. +> +> Enacted by Chapter 217, 1989 General Session + +#### Washington + + + +> RCW 49.44.140 +> +> Requiring assignment of employee's rights to inventions—Conditions. +> (1) A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this state and is to that extent void and unenforceable. +> (2) An employer shall not require a provision made void and unenforceable by subsection (1) of this section as a condition of employment or continuing employment. +> (3) If an employment agreement entered into after September 1, 1979, contains a provision requiring the employee to assign any of the employee's rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work preformed [performed] by the employee for the employer. +> +> [ 1979 ex.s. c 177 § 2.] diff --git a/README.md b/README.md index cb0aa1a..fdba80e 100644 --- a/README.md +++ b/README.md @@ -24,15 +24,16 @@ BEIPA only claims _exclusive control_ of what the employee creates during the pe Your best employees are creative all of the time. BEIPA is good for recruitment, retention, and motivation – just like other practices and policies that authentically promote work-life balance and autonomy: -* Employees who feel they need to look over their shoulder and hide personal projects unrelated to the business are demotivated and set up for conflict. -* You don't want to push out employees who feel they need to leave in order to work on a personal project unrelated to the business. -* You don't want to keep employees who are staying only because they're uncertain whether they have the rights to leave and work on a project unrelated to the business full time. +* Employees who feel they need to look over their shoulder and hide personal projects are demotivated and set up for conflict. +* You don't want to push out employees who feel they need to leave in order to work on a personal project. +* You don't want to keep employees who are staying only because they're uncertain whether they have the rights needed to leave and work on a side project full time. * You want to encourage employee learning through creation and contributions to their communities (e.g., through open source), unhindered by need for employer permission. -* Controlling employee side projects unrelated to the business does not contribute to revenue or profit. +* Controlling employee side projects does not contribute to revenue or profit. +- Having a non-exlusive license to employee IP _related to the business_ maximizes benefit from employees' 24/7 creativity without the above downsides. ### Why would an employee want to use BEIPA? -You don't want to have to look over your shoulder or hide, feel forced into staying or leaving, or discouraged from learning and contributing with free time projects, because the employer may be claiming to own your creations unrelated to your employer's business. You can know that your employer has made an authentic commitment to (at least) one aspect of work-life balance. +You don't want to have to look over your shoulder or hide, feel forced into staying or leaving, or discouraged from learning and contributing with free time projects, because the employer may be claiming to own your creations. You can know that your employer has made an authentic commitment to (at least) one aspect of work-life balance. ### Why is BEIPA good for innovation? For society? @@ -50,7 +51,7 @@ A different employee IP agreement *could* stipulate that all IP created by the e ### What does BEIPA mean for patents? -BEIPA covers all forms of IP. A BEIPA covered employee can file a patent on a project unrelated to the employer's business, and the employee would own it. +BEIPA covers all forms of IP. A BEIPA covered employee can file a patent on work outside of the scope of their employment, and the employee would own it (if it is related to the employer's business, the employer automatically gets a non-exclusive license). If employer and employee have particular patent objectives, they could be spelled out in a different or complementary IP agreement or other policy. One example of such an agreement is the [Innovator's Patent Agreement](https://github.com/twitter/innovators-patent-agreement) from Twitter, a commitment from a company to its employees that the company will not use patents in offensive litigation without the permission of the inventors. Other pertinent policy choices include participation in anti-troll and non-aggression networks such as [LOT](http://lotnet.com/) and [OIN](https://www.openinventionnetwork.com/), as well as contributing to open source projects. @@ -60,7 +61,7 @@ BEIPA was written for the United States. Feedback on making it more useful in an Even within the United States, limits on employer ability to claim *all* employee-created IP vary. In [California](http://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?division=3.&chapter=2.&lawCode=LAB&article=3.5.) the main difference made by BEIPA is that IP developed with company equipment or relating to the company's business, but in an employee's free time and which the employee is not involved in as an employee, is not owned by the company (but the company does get a non-exclusive and unlimited license if the IP relates the the company's business). This recognizes that from the employee perspective, segregating one's life activities based on ownership of devices at hand or relatedness to an employer's potentially vast range of business that an individual employee is not involved with as an employee imposes significant cognitive overhead and often doesn't happen in practice, whatever agreements state. It also recognizes from the employer's perspective that the employer has a real interest in being able to use any IP created during an employee's term of employment that is related to their business (note this expands and makes explicit the traditional "shop right" to use in lieu of demanding exclusive control). In some states with less employee-friendly law, BEIPA makes a bigger difference relative to the maximum employer control allowable by law often baked into employee IP agreements. -See [Exhibit A: Laws Concerning Employment Agreements and Intellectual Property Assignment](Balanced_Employee_IP_Agreement.md#exhibit-a-laws-concerning-employment-agreements-and-intellectual-property-assignment) for a collection of some laws regulating employee IP agreements. Some of these may be helpful information for or even required notifications to covered employees. Currently only U.S. state laws are included. Contributions to coverage of other jurisdictions are welcome. +See [Laws Concerning Employment Agreements and Intellectual Property Assignment](Employee_IP_Laws.md) for a collection of some laws regulating employee IP agreements. Some of these may be helpful information for or even required notifications to covered employees. Currently only U.S. state laws are included. Contributions to coverage of other jurisdictions are welcome. ### Can I use BEIPA? From 0479e83f1f1dba107377fa8eabe5d01071e37e1a Mon Sep 17 00:00:00 2001 From: Mike Linksvayer Date: Fri, 11 Dec 2020 17:13:57 -0800 Subject: [PATCH 22/24] edits from Germany review --- Balanced_Employee_IP_Agreement.md | 9 +++++---- README.md | 2 +- 2 files changed, 6 insertions(+), 5 deletions(-) diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index c38bef7..3531ede 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -2,7 +2,7 @@ This BALANCED EMPLOYEE INTELLECTUAL PROPERTY AGREEMENT is between the person named below and [COMPANY NAME], a [State of Incorporation] corporation ("Company"). -**What is this?** This is the Company's Intellectual Property Agreement ("Agreement"). If you've worked in the technology space before, there's a good chance that you've run across one or more of these in the past. This document is the official, entire and exclusive agreement on what intellectual property ("IP") is yours, and what belongs to the Company. "IP" includes concepts, designs, developments, discoveries, ideas, improvements, inventions, patents, trade secrets, trademarks, copyrights, and works of authorship. +**What is this?** This is the Company's Intellectual Property Agreement ("Agreement"). If you've worked in the technology space before, there's a good chance that you've run across one or more of these in the past. This document is the official, entire and exclusive agreement on what intellectual property ("IP") is yours, and what belongs to the Company. "IP" includes without limitation concepts, designs, developments, discoveries, ideas, improvements, inventions, patents, trade secrets, trademarks, copyrights, and works of authorship. In relation to software, IP covers both source code and object code. **What is this not?** This document only concerns IP ownership and licensing. Please also refer to the Company employee handbook, your contract, and other policies on security, confidentiality, acting in the Company's best interest, releasing and maintaining Company open source projects, and other topics related to IP and information and the Company's business. Check with the Company's legal department ("Legal") for any situation not clearly and fully addressed by Company policies. @@ -14,14 +14,15 @@ The Company also believes that it's important to be clear on what it doesn't own Cool? Then, by signing this Agreement, and as a condition of your employment, you agree to the following: -1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create, during the term of your employment or contract work, _within the scope of your employment or contract_. This is regardless of the time of day you did the work or whether or not you did it using your own equipment. Your compensation for creating Company IP is your regular salary or pay. The Company IP is work made for hire, but to the extent Company doesn't own the rights automatically, you hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP. +1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create, during the term of your employment or contract work, _within the scope of your employment or contract_. This is regardless of the time of day you did the work or whether or not you did it using your own equipment or whether or not you did the work in or outside a Company office. Your compensation for creating Company IP is your regular salary or pay, except in cases where you are entitled to a separate payment under applicable mandatory law (Legal will inform you when this might apply). The Company IP is work made for hire, but to the extent Company doesn't own the rights automatically, you hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP. + + Where an assignment of the full ownership of an IP is not possible as a matter of applicable mandatory law, your assignment to us covers, to the broadest extent possible under such law, the exclusive (also in relation to you), irrevocable, fully paid-up, royalty-free, perpetual, non-terminable, sublicensable (at multiple levels), transferable, worldwide rights to change, modify, combine, and otherwise use and exploit (both commercially and non-commercially) the Company IP in any known and currently unknown manner, without restriction. 2. **What the Company doesn't own.** If you create IP outside the scope of your employment or contract or before or after your employment or contract ("Your IP"), the Company doesn't own it. This is true regardless of the computer you use to develop your IP, including the one furnished to you by the Company. The Company also doesn't own IP excluded by laws applicable to your employment. -3. **License to Company for Your IP.** In some cases, the Company may need rights to Your IP. It's still yours, of course, but in the following circumstances (a) or (b), you grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, sublicensable, transferable, worldwide license to use Your IP without restriction -("License"): +3. **License to Company for Your IP.** In some cases, the Company may need rights to Your IP. It's still yours, of course, but in the following circumstances (a) or (b), you grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, non-terminable, sublicensable (at multiple levels), transferable, worldwide license to change, modify, combine, and otherwise use and exploit (both commercially and non-commercially) Your IP in any known and currently unknown manner, without restriction ("License"): (a) If you know or should know about the use of Your IP in a Company project, product, service, or internal systems and agree or do not object to that use; or diff --git a/README.md b/README.md index fdba80e..06d1344 100644 --- a/README.md +++ b/README.md @@ -57,7 +57,7 @@ If employer and employee have particular patent objectives, they could be spelle ### In what jurisdictions is BEIPA applicable? -BEIPA was written for the United States. Feedback on making it more useful in any jurisdiction is most [welcome](CONTRIBUTING.md). +BEIPA was initially written for the United States. Version 2.0 also incorporates language necessary for use in Germany. Feedback on making it more useful in any jurisdiction is most [welcome](CONTRIBUTING.md). Even within the United States, limits on employer ability to claim *all* employee-created IP vary. In [California](http://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?division=3.&chapter=2.&lawCode=LAB&article=3.5.) the main difference made by BEIPA is that IP developed with company equipment or relating to the company's business, but in an employee's free time and which the employee is not involved in as an employee, is not owned by the company (but the company does get a non-exclusive and unlimited license if the IP relates the the company's business). This recognizes that from the employee perspective, segregating one's life activities based on ownership of devices at hand or relatedness to an employer's potentially vast range of business that an individual employee is not involved with as an employee imposes significant cognitive overhead and often doesn't happen in practice, whatever agreements state. It also recognizes from the employer's perspective that the employer has a real interest in being able to use any IP created during an employee's term of employment that is related to their business (note this expands and makes explicit the traditional "shop right" to use in lieu of demanding exclusive control). In some states with less employee-friendly law, BEIPA makes a bigger difference relative to the maximum employer control allowable by law often baked into employee IP agreements. From d5f58b03b14c98132a61e0a576049a4500f72399 Mon Sep 17 00:00:00 2001 From: Mike Linksvayer Date: Sun, 13 Dec 2020 17:17:08 -0800 Subject: [PATCH 23/24] grammar/consistency --- Balanced_Employee_IP_Agreement.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index 3531ede..285c14d 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -16,7 +16,7 @@ Cool? Then, by signing this Agreement, and as a condition of your employment, yo 1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create, during the term of your employment or contract work, _within the scope of your employment or contract_. This is regardless of the time of day you did the work or whether or not you did it using your own equipment or whether or not you did the work in or outside a Company office. Your compensation for creating Company IP is your regular salary or pay, except in cases where you are entitled to a separate payment under applicable mandatory law (Legal will inform you when this might apply). The Company IP is work made for hire, but to the extent Company doesn't own the rights automatically, you hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP. - Where an assignment of the full ownership of an IP is not possible as a matter of applicable mandatory law, your assignment to us covers, to the broadest extent possible under such law, the exclusive (also in relation to you), irrevocable, fully paid-up, royalty-free, perpetual, non-terminable, sublicensable (at multiple levels), transferable, worldwide rights to change, modify, combine, and otherwise use and exploit (both commercially and non-commercially) the Company IP in any known and currently unknown manner, without restriction. + Where assignment of full ownership is not possible as a matter of applicable mandatory law, your assignment to the Company covers, to the broadest extent possible under such law, the exclusive (also in relation to you), irrevocable, fully paid-up, royalty-free, perpetual, non-terminable, sublicensable (at multiple levels), transferable, worldwide rights to change, modify, combine, and otherwise use and exploit (both commercially and non-commercially) the Company IP in any known and currently unknown manner, without restriction. 2. **What the Company doesn't own.** If you create IP outside the scope of your employment or contract or before or after your employment or contract ("Your IP"), the Company doesn't own it. This is true regardless of the computer you use to develop your IP, including the one furnished to you by the Company. From 5e456175fcd74a609ba07c0da92108ebf8d1b562 Mon Sep 17 00:00:00 2001 From: Mike Linksvayer Date: Sun, 13 Dec 2020 21:24:07 -0800 Subject: [PATCH 24/24] consistency/formatting --- Balanced_Employee_IP_Agreement.md | 14 +++++++------- README.md | 2 +- 2 files changed, 8 insertions(+), 8 deletions(-) diff --git a/Balanced_Employee_IP_Agreement.md b/Balanced_Employee_IP_Agreement.md index 285c14d..14cc9fd 100644 --- a/Balanced_Employee_IP_Agreement.md +++ b/Balanced_Employee_IP_Agreement.md @@ -2,7 +2,7 @@ This BALANCED EMPLOYEE INTELLECTUAL PROPERTY AGREEMENT is between the person named below and [COMPANY NAME], a [State of Incorporation] corporation ("Company"). -**What is this?** This is the Company's Intellectual Property Agreement ("Agreement"). If you've worked in the technology space before, there's a good chance that you've run across one or more of these in the past. This document is the official, entire and exclusive agreement on what intellectual property ("IP") is yours, and what belongs to the Company. "IP" includes without limitation concepts, designs, developments, discoveries, ideas, improvements, inventions, patents, trade secrets, trademarks, copyrights, and works of authorship. In relation to software, IP covers both source code and object code. +**What is this?** This is the Company's Intellectual Property Agreement ("Agreement"). If you've worked in the technology space before, there's a good chance that you've run across one or more of these in the past. This document is the official, entire, and exclusive agreement on what intellectual property ("IP") is yours, and what belongs to the Company. "IP" includes without limitation concepts, designs, developments, discoveries, ideas, improvements, inventions, patents, trade secrets, trademarks, copyrights, and works of authorship. In relation to software, IP covers both source code and object code. **What is this not?** This document only concerns IP ownership and licensing. Please also refer to the Company employee handbook, your contract, and other policies on security, confidentiality, acting in the Company's best interest, releasing and maintaining Company open source projects, and other topics related to IP and information and the Company's business. Check with the Company's legal department ("Legal") for any situation not clearly and fully addressed by Company policies. @@ -14,15 +14,15 @@ The Company also believes that it's important to be clear on what it doesn't own Cool? Then, by signing this Agreement, and as a condition of your employment, you agree to the following: -1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create, during the term of your employment or contract work, _within the scope of your employment or contract_. This is regardless of the time of day you did the work or whether or not you did it using your own equipment or whether or not you did the work in or outside a Company office. Your compensation for creating Company IP is your regular salary or pay, except in cases where you are entitled to a separate payment under applicable mandatory law (Legal will inform you when this might apply). The Company IP is work made for hire, but to the extent Company doesn't own the rights automatically, you hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP. +1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create, during the term of your employment or contract work, _within the scope of your employment or contract_. This is regardless of the time of day you did the work or whether or not you did it using your own equipment or whether or not you did the work in or outside a Company office. Your compensation for creating Company IP is your regular salary or pay, except in cases where you are entitled to a separate payment under applicable mandatory law (Legal will inform you when this might apply). Company IP is work made for hire, but to the extent the Company doesn't own the rights automatically, you hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP. - Where assignment of full ownership is not possible as a matter of applicable mandatory law, your assignment to the Company covers, to the broadest extent possible under such law, the exclusive (also in relation to you), irrevocable, fully paid-up, royalty-free, perpetual, non-terminable, sublicensable (at multiple levels), transferable, worldwide rights to change, modify, combine, and otherwise use and exploit (both commercially and non-commercially) the Company IP in any known and currently unknown manner, without restriction. + Where assignment of full ownership is not possible as a matter of applicable mandatory law, your assignment to the Company covers, to the broadest extent possible under such law, the exclusive (also in relation to you), irrevocable, fully paid-up, royalty-free, perpetual, non-terminable, sublicensable (at multiple levels), transferable, worldwide rights to change, modify, combine, and otherwise use and exploit (both commercially and non-commercially) Company IP in any known and currently unknown manner, without restriction. -2. **What the Company doesn't own.** If you create IP outside the scope of your employment or contract or before or after your employment or contract ("Your IP"), the Company doesn't own it. This is true regardless of the computer you use to develop your IP, including the one furnished to you by the Company. +2. **What the Company doesn't own.** If you create IP outside the scope of your employment or contract or before or after your employment or contract ("Your IP"), the Company doesn't own it. This is true regardless of the computer you use to develop Your IP, including the one furnished to you by the Company. The Company also doesn't own IP excluded by laws applicable to your employment. -3. **License to Company for Your IP.** In some cases, the Company may need rights to Your IP. It's still yours, of course, but in the following circumstances (a) or (b), you grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, non-terminable, sublicensable (at multiple levels), transferable, worldwide license to change, modify, combine, and otherwise use and exploit (both commercially and non-commercially) Your IP in any known and currently unknown manner, without restriction ("License"): +3. **License to the Company for Your IP.** In some cases, the Company may need rights to Your IP. It's still yours, of course, but in the following circumstances (a) or (b), you grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, non-terminable, sublicensable (at multiple levels), transferable, worldwide license to change, modify, combine, and otherwise use and exploit (both commercially and non-commercially) Your IP in any known and currently unknown manner, without restriction ("License"): (a) If you know or should know about the use of Your IP in a Company project, product, service, or internal systems and agree or do not object to that use; or @@ -32,9 +32,9 @@ Cool? Then, by signing this Agreement, and as a condition of your employment, yo 5. **Check with Legal on your contributions to non-Company projects.** The Company recognizes that you may be engaged in work that requires you to submit Company IP to entities other than the Company, such as open source projects used by the Company. Please make sure that Legal is aware of what you're working on so that Legal can help with any licensing issues. If anyone asks you to sign a contribution agreement, you should check with Legal before doing so. -6. **No conflicts.** You agree that you don't have any outstanding agreements or obligations that conflict with those in this Agreement, and that you won't enter into conflicting agreements in the future. You also agree that you will not use or disclose to Company anything that you are required to keep confidential, and will continue to honor any valid prior non-disclosure, proprietary rights, or other contractual agreements you have with anyone else. +6. **No conflicts.** You agree that you don't have any outstanding agreements or obligations that conflict with those in this Agreement, and that you won't enter into conflicting agreements in the future. You also agree that you will not use or disclose to the Company anything that you are required to keep confidential, and will continue to honor any valid prior non-disclosure, proprietary rights, or other contractual agreements you have with anyone else. -7. **Cooperation.** The Company might someday need to show the work that went into the development of IP that it uses or has used, or to establish that it owns the IP or has rights to it. To help in those situations, you agree to maintain all records relating to the development of any Company IP, and, if the Company asks, to provide those records to the Company. You authorize the Company to act on your behalf (as your agent and attorney-in-fact) in securing all rights related to Company IP and your IP licensed to Company under this agreement. You agree to help the Company secure or defend its rights in Company IP or IP under the License in Section 3, including after you leave the Company. For your help after you leave the company, the Company will compensate you at a reasonable rate. +7. **Cooperation.** The Company might someday need to show the work that went into the development of IP that it uses or has used, or to establish that it owns the IP or has rights to it. To help in those situations, you agree to maintain all records relating to the development of any Company IP, and, if the Company asks, to provide those records to the Company. You authorize the Company to act on your behalf (as your agent and attorney-in-fact) in securing all rights related to Company IP and Your IP licensed to the Company under this agreement. You agree to help the Company secure or defend its rights in Company IP or IP under the License in Section 3, including after you leave the Company. For your help after you leave the company, the Company will compensate you at a reasonable rate. 8. **Survivorship.** If any terms of this Agreement are found invalid or unenforceable by any court, agency, or arbiter with jurisdiction over this Agreement, the remaining terms will survive with full effect. diff --git a/README.md b/README.md index 06d1344..b1ef6ea 100644 --- a/README.md +++ b/README.md @@ -29,7 +29,7 @@ Your best employees are creative all of the time. BEIPA is good for recruitment, * You don't want to keep employees who are staying only because they're uncertain whether they have the rights needed to leave and work on a side project full time. * You want to encourage employee learning through creation and contributions to their communities (e.g., through open source), unhindered by need for employer permission. * Controlling employee side projects does not contribute to revenue or profit. -- Having a non-exlusive license to employee IP _related to the business_ maximizes benefit from employees' 24/7 creativity without the above downsides. +* Having a non-exlusive license to employee IP _related to the business_ maximizes benefit from employees' 24/7 creativity without the above downsides. ### Why would an employee want to use BEIPA?