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Subject:Copyrights and legal agreements From:Alisa Dean <Alisa -dot- Dean -at- MCI -dot- COM> Date:Mon, 23 Dec 1996 12:30:00 -0700
On Dec. 16, Chris Hamilton wrote:
>My question is this: should I sign? Is the clause in the protective
>agreement modified by the Federal Copyright Act definition, or does the
>protective agreement broaden the meaning of the Federal Copyright Act?
I would sign the contract *only* if the contract itself were changed
to reflect the text of the lawyer's memo. This can be done through
an addendum that is also signed by all parties.
My mother worked at Pacific Bell when this became an issue. Two engineers
created a product relating to telecommunications (their area of knowledge)
in their garages on their own time. However, PacBell claimed rights
to the product because of the same clause in the engineers' contracts
and because it related to PacBells business (telecommunications).
After the courtroom dust settled, the engineers lost,
and PacBell owned the product.
The gray area will be the interpretation "used or benefitting of (company
name)'s resources, etc." Knowledge gained on the job may be considered
"company resources" or as having been gained through same, so it would
be up to the judge to decide.
Personally, I never sign a contract unless I am comfortable with all
its language. If I have any doubts, I require that the contract be
changed to clarify the issues. If it came down to a court battle,
the judge likely will interpret the letter of the contract vs. what was
intended. If there is any room for confusion or misinterpretation,
the respective lawyers will use it in their client's favor. Therefore,
make sure the contract is as clear and complete as possible.
If the lawyer refuses to add an addendum to the contract that would
clarify this particular issue, I would reconsider
signing the contract, if I were you.
Good luck.
Alisa Dean
Sr. Technical Writer
alisa -dot- dean -at- mci -dot- com
