Making Sense Of An Employee IP Agreement

John Malpas writes: "In the process of looking for a job as a Java engineer, I recently encountered a really hard-edged employee IP agreement -- one of those agreements that asks the employee to list all of their "inventions" as of the date of employment. The intent of this kind of agreement seems to be to let software ideas into the company, but not to let them out. In the language of the agreement, if I improved one of my "inventions" while working for the company, they would have all rights to the improved "invention," and I would have none. In this case, I chose to try to negotiate a more reasonable IP agreement with the company. Finally, the company was unwilling to modify their agreement, and I was unwilling to sign it." Read on for more -- it may help you avoid the same hasssles John faced.

"There are many articles that suggest that it is unlikely that the company would ever try to enforce its IP agreement, much less succeed. But I was not comfortable entering a situation where the company might in the future claim exclusive rights to one of my "inventions," and prevent me from using it somewhere else.

When it came right down to it, my list of "inventions" looked pretty meager. These "inventions" are not really inventions at all, but rather extensions and adaptations of publicly available software. Using the word "invention" to refer to such extensions is unfortunate; it is an attempt to impose an ownership structure onto software ideas, and contradicts my experience of how software development really works. For the full story, see The Employee IP Agreement."

John kept careful track of his thoughts (and a lot of emails, phone calls and in-person meetings) while he sought to forge an IP agreement that he'd hoped would be workable for him and his client. It's a sobering story, so be thankful he's put it to writing. 1/3 warning, 2/3 good advice.