Does my company really own every idea I come up with?

If you live in California then your employer's agreement is not enforceable for inventions that fall under Sections 2780-2782 of the California Labor Code.<p>See <a href="http://law.justia.com/california/codes/lab/2870-2872.html" rel="nofollow">http://law.justia.com/california/codes/lab/2870-2872.html</a>

I've always thought that if a company claims rights over what you do outside worktime, they should do it not only for your genial ideas, but for the bad ones too. So, if you incur in a stupid debt it must belong to the company. Your newborn baby? The company mus pay alimony. It's all or nothing!

Of course I am not a lawyer (but I am an English major!), but I think many are misreading the last part quoted.<p>"any of the foregoing" means "anything we talked about earlier" not "anything whatever".<p>They need the last part because copyright is a sticky thing. All copyrights stick with the owner unless they are a "work for hire" or very explicitly granted in exchange for some good consideration, and you can't simply declare something to be a "work for hire", even by contract--it has its own meaning in law and (even more so) judicial interpretation of law. In (a) they try to define what they'd like to be included in "work for hire", but if it came down to it, a judge might not agree, so they require you to explicitly assign rights to everything in (a) (and possibly b, c,... don't know what's omitted) just in case they don't have them already.<p>If there's nothing important between the two sections you quoted, then I believe the ownership of your invention would hinge on the judgment of whether your invention relates to the company's business. Also any applicable state laws, etc..<p>I'm not qualified to answer completely, and even a relevantly trained lawyer would need to know the state, but I think there's good reason for hope.

I had the same questions when my employer developed an employee handbook that all employees must sign. I didn't like the part that said "during employment" because that could be interpreted as off hours. I've always been honest with my manager about side projects, so I just asked him to modify the text before I signed it and he was fine with that.

I have never signed a contract/non-compete/IP agreement without making a number of edits to it first. So far I've always been able to get it changed to something that works for me.

I'm not a lawyer, this is not a legal advice. Treat this text as preparation to a conversation with an actual lawyer.<p>So. It's <i>complicated</i>.<p>The company can sue you for the ownership of the work, but until that lawsuit is lost you own the work. In practice they won't sue you unless you really tick them off (don't do that) or you become successful.<p>There are also mitigating tactics for the upcoming lawsuit:<p>1. Promptly notify your manager in writing about what you do, print the email and keep it. If you can get a proof that s/he read it, print that too. They key here is that you don't want this to be a surprise to your manager later on when you quit and you don't want to come across as deceptive. It's best to keep good relationships. There is a method to writing this sort of emails - your claims must be broad as to encompass your entire work, and not too specific as to allow you to change things as you work. On the other hand an overly broad claim can attract a lot of undue attention, so strive for balance.<p>2. When you leave your day job, notify them again in writing about what you do. Ideally get your manager to respond and and print that response, or find other way to have proof. Again, it shouldn't be a surprise to them (see point #1).<p>By doing this you have established a paper trail proving that they knew but chose not to act. If they fail to act within reasonable time, but chose to bring a lawsuit later after you become successful this paper trail will serve to undermine their claims of you being unfair. I was told that after 3 years of inaction they practically lose their stance. The clock starts ticking at the moment they were notified, and it resets every time there is a new violation (i.e. you create new work while still employed).<p>Your more immediate problem is that many investors will look at this and either pass or say that they need a letter from a lawyer that assures them nothing can go wrong. Lawyers will tell you that this is <i>complicated</i>. One way to resolve complexity is to ask your current employer to sign a piece of paper that gives you all the rights to this particular work back. They usually don't as there is nothing for them to gain and maybe something to lose. On the bright side there will be investors who will invest despite this, it's just a smaller number. Those are more likely to be true believers, so there is a positive side to this filter as well.<p>Lastly the law in most states puts restrictions on what kind of claims by employer are enforceable. There are clear-cut cases (like operating a lawnmower service while working at Facebook), but technology cases are <i>complicated</i>. This will cost a lot of money to get a definitive letter from a lawyer, and I don't think it's worth the expense in your case.

Please read the following for your answer:<p><a href="http://mattmaroon.com/2008/08/27/one-inviolable-rule/" rel="nofollow">http://mattmaroon.com/2008/08/27/one-inviolable-rule/</a><p>Then go consult an actual attorney.

Have a lawyer (in IP/contract/employment law) look at the document and your situation before you quit your job. It'll probably only take him a few minutes to review it. A couple hundred bucks and you'll know for sure.<p>I had this exact same situation recently. My day job was in mechanical engineering and I had a website that I did on my own time/computer. My lawyer said that since there was no connection between my day job and my website that I was fine. The agreement I signed was very similar to yours in that it had catch-all phrase like that, but my lawyer didn't seem concerned.<p>I also emailed my boss and legal counsel at the day job to review my website and I asked if they thought there were any overlaps or conflicts of interest. Both said no, so I have documentation they they disclaimed rights to my website, just in case something ever came up.<p>YMMV though. Just call a lawyer and get it over with.

The catch-all statement seems pretty clear -- they own it (unless you dispute it in a court of law -- but who will invest in your thing in the meantime ?).<p>Now, perhaps they are benevolent and are willing to allow you do your thing in the spare time. But, if you really think there is money to be made, spend some money on actual legal advice.<p>Btw, if I were your boss and would read this message I would be kinda conflictual about granting you an exception from the contract for another reason: you seem to over-work yourself. Now, when you hire somebody for a full-time job you assume a given productivity. If the person is spending another 6-8 hours a day doing his side project until he's about to collapse -- how much productivity is the company losing ? Just another angle to look at it.

That's pretty standard wording, but I would ask them to clarify that "inventions/works of authorship" that don't fall under the "work for hire" category only will be assigned to the company to the extent that they are part of "the Company's actual or demonstrably anticipated research or development."<p>In other words, take the specificity language from the first paragraph you're OK with and add it to the second one.<p>This is unrelated and may not apply to your situation, but depending on how much work you're doing, I'd also be sure to let them know that you think it's in the interest of both parties if you have a stake in the company, and propose a more of less token (depending on involvement) amount of stock options in addition to other compensation.<p>I'm neither a lawyer, nor ANAL. WTFBBQFTW.

A couple years ago I had to sign a similar agreement at a previous job.<p>The problem with mine was that the company was a fairly large one which had completed numerous acquisitions in the last decade or so. Every little company they acquired had some product that was "out in left field" relative to what their core business was. So as these smaller firms were consolidated, this company ended up with all sorts of little businesses out there that I could never account for. I couldn't confidently say what was or was not related to their business or R&#38;D, so I just stayed out of doing side projects out of fear of getting sued and felt pretty unfulfilled.<p>I ended up just quitting that job and going to work somewhere that I didn't have to sign any assignment agreement.

Have you considered approaching the company over this? Unless you're certain enough in your idea to quit, I don't see the harm. You can either push it as a project that the company should partake in or get them to provide you a waiver to pursue it on your own.

My mom has her name as co-inventor on several patents. The company owned everything - she got a nice hand-holdable little lucite commemorative award thingy that embedded the first page of the patent (printed small font) on a small metal plaque.<p>Pretty much everything that you do on company time and company hardware (office, laptop, network) is owned by them (and can be monitored). There are multiple legal precedents for company ownership/monitoring.<p>Example of Lucite Mini Patent: <a href="http://www.recognizinginnovation.com/miva/merchant.mvc?Screen=PROD&#38;Product_Code=Desk-Sculptures_DS-3&#38;Category_Code=DS" rel="nofollow">http://www.recognizinginnovation.com/miva/merchant.mvc?Scree...</a>

I work for a company that has pretty much the same rules. Yes, the company technically owns any IP that you create, even off the job. Most large companies have a system where you submit the idea and typically a VP of business strategy reviews the idea to see if it infringes on the company's market or current product offerings. If it doesn't, you get it signed off as OK and you keep it.<p>From a legal standpoint from what I understand (not a lawyer here) you have grounds to fight for the IP but if your company cares enough it will fight you back and bankrupt you pretty quickly. What you signed would be their silver bullet and you would fight a tough uphill battle.

Start your idea (or your little company) with your wife as an owner/founder. It'll be like if she's the one that built it (make it seem so). If the idea takes off, leave the company and work full-time on yours. Any way, it's your wife idea/company/product, so no legal issues about it. Until your idea become successful your company/friends won't know about it (just don't talk about it and they won't know). If it gets successful and you get fired, it doesn't matter, since they can't sue you :)<p>Note: You should trust your wife well for that solution, or it'll work against you when it takes off (without a job + without your startup).

I'm curious. Why all the downvotes? Those comments are very reasonable. It seems all the comments stating the fact - the OP is screwed with his IP - are downvoted. Why? You can't bear the straight truth?

Yes, your company owns all the inventions you come up, including off-hour work, during your employment with them. And companies are not hesitant to sue to get your IP. There were cases before and they won. That's why people moved to states like California where protect innovation by individuals. For your current situation, you should keep quiet and keep working on your project. When it's ready, quit your job. Continue to work on it quietly for two months before going public. Good luck.

I think that the comments are confusing work for hire in the context of being an employee v. a contract worker. Your contract seems to say that if you do subcontract work it will be considered produced for the company (see Cmty. for Creative Non-Violence v. Reid, 490 U.S. 730). The question in re your case is whether the app falls within your scope of employment. If you really think it is worth something, you should talk to a copyright attorney.

<i>to any subject matter?</i> No just the subject matter they claim rights to made explicit in <i>The Company will own (a) any inventions...</i><p><i>To the extent any of the foregoing is not deemed to be a work made for hire, Employee hereby irrevocably assigns all copyrights,</i> This part just says that if what you do in your free time doesn't already transfer to them by work for hire laws that you will explicitly grant it to them.<p>Note: I am not a lawyer.

IANAL<p>I recently went through similar debates myself. Let's say you're working on a dating app. If they have one meeting about how their current infra could be used for dating and record the minutes of the meeting, then that is demonstrably anticipated development. These laws are really a pain in the ass. You really need to spend a few hundred bucks on a qualified lawyer. Here's a link that may be helpful : www.calbar.ca.gov/ipsection

IANAL but AFAIK in EVERY state with the exception of Nevada, this is true. I used to work there and one of my colleagues, a brilliant engineer, had moved there just so he could work at a job he enjoyed AND invent and patent devices. Ask a lawyer. You should be able to get an initial consultation for free.

I know "ask a lawyer" is the safest choice, and I REALLY appreciate all your comments. I'm curious if anyone here has actually been in this situation, or better yet, further down the line where they were trying to get funding and the VC or Angel saw it as a problem.<p>All comments are certainly appreciated!

Also, since you posted this before leaving the company, you've also given them documented discovery of your idea that was developed while you were under employment with them.<p>Speak to an attorney before posting a question like this to HN, or anywhere else for that matter.

Read what you posted: "that relate to the Company's business or the Company's actual or demonstrably anticipated research or development"<p>Does your idea relate to your employers business in any way?<p>There is your answer. For anything more specific, talk to a lawyer.

you have to be very careful here, but in a nutshell: if you are hired for "inventive job" than probably yes. If you are hired for "non inventive" job (this is not typical for hackers) than it yours. But the details are hard.

The clue is here... ""...To the extent any of the foregoing is not deemed to be a work made for hire, ..."<p>Write an spec of what your idea is. Find a friend or relative you trust. Have him/her "hire" you to implement "his/her" idea. Pay taxes on the "fee" you "charged" for your work. Better off, have the friend write checks to "pay" you. Actually cash those and and keep the bank tickets.<p>Later, when you are no longer working for that company, "buy" back the rights of your works. And don't forget to pray for the friend does not stab you in the back. Good luck!