Armin Marth wrote:
Hello SLUGers,
I work on the help desk for a medical software company, and have
recently been given a disclosure and confidentiality agreement to
sign. I have been keeping a keen eye on open source software for
medical professionals and would like to eventually contribute to them.
The point I'd like to clarify is clause 2. "The Employee shall
acknowledge all inventions, discoveries and designs and all writings,
art-work, drawings, designs, computer programs (copyright works)
created during the course of your employment with the Employer,
belongs to the Employer."
See a copy at http://www.arminmarth.info/disclosure.pdf
Would this stop me from contributing to open source software if it's
in the same field as I currently work in?
I've been asked to sign this by Monday or I will not be able to work
on any health care related products, i.e. they'll force me to take
leave.
Thanks in advance.
Armin.
+1 for get legal advice.
IANAL, but I do hunt them for sport :-) ... so if you're still reading, this is
not legal advice, only opinion. I've dealt with exactly this type of claim
before. Your employer already has these rights in all Australian jurisdictions
for anything you produce on company time or using company equipment/resources,
under the work-for-hire doctrine (assuming here that you are an employee).
However, outside work, and using your own equipment/resources, they have no
such claim. They don't need you to sign such a clause to enforce work-for-hire
rights if that's what they're seeking. If they're asking for blanket rights to
things you do produce outside work, find the consideration (legal term meaning:
the additional benefit they're giving you for you signing away these rights) in
the rest of the agreement, and ask yourself if that's reasonable.
Consideration can't be something you already have/have rights to (e.g. your
existing job or benefits) ... it needs to be a new benefit.
If there's no consideration, the clause won't stand, even if you do sign it,
as it violates a fundamental tenet of contract law. However, it may take legal
action to force this point if push comes to shove.
You could ask your employer to clarify the clause to emphasise they're simply
stating their work-for-hire rights, and have them adjust the text accordingly
... that might make it clear exactly what it is they're after, and inform your
options accordingly.
Ciao
Fuzzy
:-)
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