Please HELP me decipher the Non-disclosure agreement.

dima777 · Jul 4, 2012

Hello!
I am required to sign up the NONDISCLOSURE agreement with an employer but I feel uneasy about the following passage:

7. Reserved Rights and License. In the event the Contractor owns any inventions, works of authorship, designations, designs, know-how. ideas, information and trade-secrets in which Contractor possesses any proprietary rights ("Other Inventions"), the Contractor agrees not to use any such Other Inventions in the course of rendering any Services for ########## (including any deliverables or work product created thereunder), without ########## 's prior written consent. However, in the event that Contractor incorporates, uses, or otherwise employs ("Use") any Other Inventions to perform or in the course of rendering Services or develop or modify any work (including any interim versions thereof and whether for internal and/or customer use) of or for ##########, Contractor hereby grants to ########## perpetual, irrevocable, royalty free, worldwide, nonexclusive, sub licensable license to make, have made, perform, display, use. practice, sell, sublicense, reproduce, distribute, prepare derivative works, and otherwise exploit such proprietary rights and Other Inventions as if ########## was the owner thereof.

Does this section mean that any personal developments that I create during the work at the ########## company will be automatically considered THEIR intellectual property?

Thanks!!!

forker · Jul 4, 2012

Correct

forker · Jul 4, 2012

It also means if you use any of your own stuff you give them full rights to it.

Shakone · Jul 4, 2012

If it's financially significant, then consult a lawyer.

Usually these things work along the lines that anything you do at work, during work time, or using any of their equipment or ideas, they have rights over. Which is quite reasonable. In a previous job of mine, they had an agreed royalty structure. If you want to create something at home or in your garden shed, which is nothing to do with them, then it belongs to you. That's the general principle in my experience. But as I said, if the difference is a lot of money, then you should consult a lawyer.

chris7771 · Jul 4, 2012

forker said:
It also means if you use any of your own stuff you give them full rights to it.

what if I do not use any stuff that I develop - in their work but do develop it parallelly - does this agreement make them the owners of the right?

chris7771 · Jul 4, 2012

Shakone said:
If it's financially significant, then consult a lawyer.

Usually these things work along the lines that anything you do at work, during work time, or using any of their equipment or ideas, they have rights over. Which is quite reasonable. In a previous job of mine, they had an agreed royalty structure. If you want to create something at home or in your garden shed, which is nothing to do with them, then it belongs to you. That's the general principle in my experience. But as I said, if the difference is a lot of money, then you should consult a lawyer.

thanks! let me clarity further:

I am preparing to launch my own proprietary financial analysis service and have just a few months to go...I feel uneasy if this company might demand the rights for my developments that I do away form the workign hours...My job at this company would be data analysis....And I am working paralelly on my own web business project that uses proprietary market analysis methodology.....does this mean that ANY work that I create AWAY from the working hours - OVER THE COURSE OF EMPLOYMENT AT THIS COMPANY, on my own will be considered their property - even if I DO NOT directly implement it in the work right?

the hare · Jul 4, 2012

chris7771 said:
.does this mean that ANY work that I create AWAY from the working hours - OVER THE COURSE OF EMPLOYMENT AT THIS COMPANY, on my own will be considered their property - even if I DO NOT directly implement it in the work right?

I would assume that if you keep things separate you'll be OK, but well worth asking for written clarification.

I had a project years ago that I was working on, which required some data analysis and visualization routines. As I'd developed software to do similar things previously for another project that I was working on outside of work, I foolishly decided to use that code in my employers project.

Another development team within the same business then decided to sell my code to another company, in exchange for an ongoing royalty. The manager of the team who stole my code was given a one off 500 pound bonus for doing so, I got nothing (other than a very snotty solicitors letter after raising the issue with management)

I suppose all I'm saying is don't underestimate how petty employers can be, and in my experience, the bigger they are, the worse they are

Liquid validity · Jul 4, 2012

dima777 said:
Hello!
I am required to sign up the NONDISCLOSURE agreement with an employer but I feel uneasy about the following passage:

7. Reserved Rights and License. In the event the Contractor owns any inventions, works of authorship, designations, designs, know-how. ideas, information and trade-secrets in which Contractor possesses any proprietary rights ("Other Inventions"), the Contractor agrees not to use any such Other Inventions in the course of rendering any Services for ########## (including any deliverables or work product created thereunder), without ########## 's prior written consent. However, in the event that Contractor incorporates, uses, or otherwise employs ("Use") any Other Inventions to perform or in the course of rendering Services or develop or modify any work (including any interim versions thereof and whether for internal and/or customer use) of or for ##########, Contractor hereby grants to ########## perpetual, irrevocable, royalty free, worldwide, nonexclusive, sub licensable license to make, have made, perform, display, use. practice, sell, sublicense, reproduce, distribute, prepare derivative works, and otherwise exploit such proprietary rights and Other Inventions as if ########## was the owner thereof.

Does this section mean that any personal developments that I create during the work at the ########## company will be automatically considered THEIR intellectual property?

Thanks!!!

Thats more to protect them in any instance of you using their
intellectual property in any future commercial projects, as an employee,
contractor, sole trader or ltd. co.

Basically anything you do that consists of:
Employers time,
Empolyers resources,
Employers intellectual property,
Empolyers tools, data etc.

Belongs to them outright.
Fair enough.

The only possible stumbling block is if you later leave and unwittingly, knowlingly
or coincidentally, create any of you own intellectual property (or do so for another employer)
that could be miscontrued as containing, or entirely made up of their intellectual property.

In such a case their lawyers would no doubt be:
More expensive.
More cut throat.
More likely to succeed.

If in any doubt, get it any confusion cleared up prior to signing.
Also be aware that doing so could potentially make them retract the offer...

forker · Jul 4, 2012

chris7771 said:
what if I do not use any stuff that I develop - in their work but do develop it parallelly - does this agreement make them the owners of the right?

No but be sure that you don't develop on their time or utilise their hardware or licencing.

Please HELP me decipher the Non-disclosure agreement.

dima777

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Liquid validity

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