I'm a post-doctoral researcher in computer science, but my next position will be in industry. I've been negotiating a contract with this commercial company to do R&D work (not while I'm employed at a university). It's been a negative experience overall, because - like many companies - they did not write their draft contract themselves, nor gave it serious thought, but had some lawyer draw it up (without seriously reading it afterwards).
Not going into all the horrors of what the IP part looked like - here's a bit of it:
"Invention" shall include but not be limited to improvements, designs, discoveries, developments and works of authorship or artistry (including without limitation software, integrated circuit, printed circuit board or computer design, and documentation).
... (etc. etc.)
I have attached hereto, as Schedule 1, a complete list of all Inventions to which I claim ownership and desire to remove from the scope of this Agreement, and acknowledge that such list is complete ("Prior Inventions")
and basically they get to own everything else.
This may (?) be just fine for people who move from employment in one commercial company to another and never feel the need to publish anything or have rights to develop anything independently - each company makes you essentially say "you own everything" and then they can dish it out amongst themselves. But - it obviously won't fly if you're involved in continuing research - earlier, in an academic institute and now independently, outside the scope of your commercial employment, and/or if you're writing free software. I've had lots of ideas, notes, open ends of other work, talks with people, etc. which may be developed further - in addition to things you've actually published or registered in any way. I can't just recite all of them - nor do I want to tell the company all about them.
My question is about how to deal with this situation, or perhaps - how indignant I should be about it. Some options:
- Just strike out that section of the contract and explain to them it's an unreasonable request.
- Try to tweak the wording so that the list isn't wholly definitive ( <- A bad idea IMHO)
- Write a list, but add items which are general and vague to represent half-baked (or unbaked) stuff, sort of catch-all "inventions" you could later claim cover actual things you pick up on.
- Give in, write down some sort of a list and hope they don't go after you.
Suggestions with concrete examples are especially helpful.
- It isn't just this one company, I've seen similar contract drafts in several places already. It's not like this everywhere, but I don't want to have to rule out workplaces just because they are careless about their contracts (that is, assuming they don't actually want to suck you dry of your independent contributions).
- I have no problems rewording this part of the contract whichever way I like, so I'm not asking for help with reading or writing "legalese" here.
- I'm not in the US (and I don't want to make this question country-specific).