Re[2]: Copyrights and legal agreements

Subject: Re[2]: Copyrights and legal agreements
From: Arlen -dot- P -dot- Walker -at- JCI -dot- COM
Date: Tue, 17 Dec 1996 08:42:00 -0600

Chris Hamilton asked about this contract language:

"EMPLOYEE hereby acknowledges that any copyrights created while he/
she is an employee of (company name) shall be considered a word made
for hire with title thereto in (company name)."

This has some interesting tie-ins to the professional and certification
threads. When I joined my first civillian company in a previous life as
programmer, I was presented with a very similar statement. It bothered me,
because I was at the time working on ideas for an "intelligent house." I
didn't want the company to own my ideas, especially when I was *not*
developing them on company time or with company resources. So I consulted a
couple of friends who were attorneys.

Keep in mind that I didn't pay any more for this advice than you're paying
for my repetition of it, and that this is a layman's understanding of the
legal position as of nearly two decades ago. <insert standard "not-a-lawyer"
boilerplate here>

This sort of contract is fairly standard for jobs involving creative
professionals, especially engineers. The legal jusitification for including
even things done away from company time and resources is that the company is
providing you with an intellectually stimulating environment, and that while
the work was done without company time or resources being involved, the
ideas behind the work have been formed in part by regular contact with
company employees. Sort of "You wouldn't have thought of that idea if we
hadn't brought you into contact with Jerome Bevins, whose conversation with
you sparked it."

It's the sort of clause that's quite harmless in the hands of a good
company, but dangerous in the hands of a bad one. It was in Steve Wozniak's
contract with HP. He showed HP the prototype for the Apple Computer, and
they passed on it. It was also probably in Tom Clancy's contract with the
Navy when he wrote The Hunt For Red October. In neither case did the company
assert itself to the detriment of the employee (though I wonder if Clancy
publishing it through Naval Institute Press was his idea or his employer's).
We've had past evidence that Scott Adams reads this group: Scott, was it in
your contract with PacBell? (Good companies have a stake in keeping creative
employees happy, and they recognize that. Which means they don't antagonize
employees needlessly.)

Usually companies like that have a procedure for clearing extracurricular
activities. For example, I wrote several magazine pieces after I started
with JCI. I passed the first few by the legal dept here, who gave the OK,
and told me I could continue to write in that area (gaming) without passing
anything else by them for review. OTOH, if I write anything at all for
external consumption about battery technology, it needs to be seen by people
in other places of the company.

Now, if you've reason to believe your company will quite willingly shaft you
when you do something on your own, which does not detract from your work for
them and does not affect their business, you've got something to worry
about. (Which gives rise to the question, why are you willing to work for
them, if they are so untrustworthy?)

This is the status from long ago. I don't know what may have changed. But
the next question to ask is, if this practice is still standard among
professionals, and we are professionals, what grounds to we have to dispute
it? Are we professionals only when it suits us, and not when it
inconveniences us?

(BTW, if you're interested, before I signed I put my ideas into a notebook,
and sealed it and locked it away to only be worked on again after I was out
from under that contract. The best advice I got made it clear that while I
might be able to work on it and maintain control of it, it was not certain
that I would be able to. I chose not to risk it. In the final analysis,
that's the choice you'll have to make. Only you know what you'll risk
losing, and whether what's to be gained is worth the risk.)

Have fun,
Chief Managing Director In Charge, Department of Redundancy Department
DNRC 224

Arlen -dot- P -dot- Walker -at- JCI -dot- Com
In God we trust; all others must provide data.
Opinions expressed are mine and mine alone.
If JCI had an opinion on this, they'd hire someone else to deliver it.

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