I'm sure that can't be enforceable at all, but it's still completely sickening that a company would put something like that in its terms.

The only "non-compete" clauses that are even theoretically binding apply to stealing clients andn customers and the like so generally only apply to sales people.

This doesn't stop companies trying to include ridiculous non-compete clauses in employment contracts. It's sort of a silly pretence - both sides know it's not binding so the employer makes it sound as harsh as possible but the employee signs anyway.

At the end of your employment (whether fired or you walk), if they really want you to not complete, they have to offer you money - generally fully salary for the desired period of time regardless of what your contract states.

Do you think someone in Germany under such an agreement could work for another company that had no presence in Germany or, perhaps, the EU?

Thankfully the deal fell apart for other reasons, although I shouldn't have been surprised by any of it.

Consideration need not be during the same period. I can pay you $X today for something that covers the next N years.

(And as for why people don't just add "compensated via your salary" to the boilerplate - that's an open-ended transaction, not a defined amount of compensation for the year of noncompete restriction.)

But it's not. Inventions != copyright or code produced. If I author a book after employment they don't own the rights to my book. If I write code after employment they don't necessarily own my code or rights to it.

Yes. This is WAY CRAZY because enforceable or not it abuses the information and resource availability asymmetry between company and employee.

    invention, discovery or item of intellectual property

Seems way unenforceable to me, but IANAL.

Very much possible, but as someone else alluded to, this clause is incomplete without the rest of the agreement. Somewhere in the agreement "intellectual property" may be defined [better] and it may include copyright, and it might include terms that narrow down what copyright falls within their definition of "intellectual property" (i.e. copyright-able works which pertain to the business of the company). They don't want to own everything... what if I write software for a personal pet project and it causes damages... they would open up themselves to potential liability (unless they cover that, again, somewhere else in the agreement). The entire agreement text is needed for clarity and to make conclusions.

We can't conclude what the agreement means by "intellectual property". See comment to sister reply. We need the entire agreement text to make conclusions.

Imagine someone quit that job today, 6 months later room temperature superconductors were invented, and 2 months after that the ex-employee invented a great new use for them. It's literally impossible that the invention was made at the job, but the contract still appears to claim it.

It's even worse than a non-compete: instead of you simply being prohibited from competing with them, they automatically own your creations.

Courts tend look unfavorably on any agreement that doens't allow you to earn a living doing what you know how to do. As such non-competes as bad as they are are very hard to actually enforce in court. The threat of going to court though can be scary.

Remember if you need legal advice ask a lawyer not some random idiot on a forum.

Now you have to sue somebody to get your rights upheld.

Obviously that's mostly going to work for people with major leverage in the job market, but there have been some notable success stories lately of people not getting sacked.

The “within 1 year” thing, however is one I haven’t seen before. Ugly!

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edited to elobrate You can almost always reach a compromise if you aren't a jerk about it and can show you understand the company's concerns. Typically I have it modified so that if I'm using their resources at all (office, computer, pen they bought me, etc.) it's theirs. Or if it's directly related to their core business it's theirs. Note that this is separate from a non-compete.

The key thing is to find some clear dividing criteria that is 1. generous to the company and 2. within my control (like choosing to use my own machine). Same idea behind the "one person cuts, the other chooses" method of dividing a cake.

I'm never going to give a company all of my output carte blanche. I want to contribute to open source. I want to make little (unrelated) fun things on my own and not worry about being sued if it ends up becoming popular. The company has a reasonable fear of people competing against them while on their payroll. Both sides can reasonably expect some protection.

Or, if they really are your only option at the moment, you can also sign with the intention of claiming you did so under duress if sued, but I'm not sure I'd be comfortable with that.

I reliably hear from HR or contracts that I'm the only one they've seen fill that section out, and certainly to the length I typically provide, but they duly accept it and execute the agreement. I've never seen them send to an IP lawyer or anyone else to screen the list for legitimacy.

Considering how challenging litigating technical IP claims is, I think this should have some amount of reasonable deterrent effect regarding threats or actual wanton IP theft litigation after leaving the org's employ.

Many believe this is one of the reasons Silicon Valley became what it is.

Come to think of it, every email you write to them notifying them of new copyrighted work can itself be new copyrighted work...

I once got the the offer stage with IBM, and they wanted me to assign all rights to any invention or IP produced by me during employment, including on my own time. It's quite common apparently. I have side-projects I work on, and I specifically asked for an exclusion for them. They refused, and I told them where to stick their contract - even although I was borrowing money to pay the rent at the time. But I like to tell this story about IBM to everyone who will listen so other engineers don't waste their time applying. I hope I've personally cost IBM more sharing this story than they cost me in wasted time.

IANAL, but I read it differently from most other people, the accent is IMHO on the "disclose to anyone within one (1) year after the termination", even if you conceived the invention during the time you were employed, as long as you don't communicate it to anyone for 1 year after termination, you are fine.

Still - as I see it - the point of debate is more generally about the implied 24/7, there is a difference IMHO between something you invented (and developed) during working hours (and possibly utilizing the hardware/tools/resources of the company) and what one can invent (and develop) after hours, during weekends and holidays, etc., unless your pay is so high that it can be assumed to compensate for all your time.

Even then it seems more similar to slavery than anything else.

They did have a 'we own pretty much every thought you have while you work here' clause, though, because it was a game studio and the owner's reasoning was you could have inspiration for game ideas for what you're working on pretty much anytime, anywhere...which he's right about, and he was a cool guy and I don't think he'd enforce the clause to actually steal other people's outside projects, but that clause still made me uneasy and I didn't really pursue my personal projects while I worked there much as a result.

But what you received is much, much worse.

There's no reason to ask for what you don't need and never intend to enforce. Unless you intend to selectively enforce it, in which case I'll assume you'll select me to do so one day.

Considering everything I work on personally was somehow web or media related, it felt very draconian to me at the time. But I still worked there and don't regret my time there overall.

The problem with that kind of trust is that sometimes the person who makes the decision isn't the cool guy. It can be the company's lawyers who decide to make your life hard after termination for whatever reason (reduces your negotiating leverage at least), or someone else entirely if the company is acquired (for example).

But as I said, despite my comment about him being pretty cool about things, it was enough to make me uncomfortable, and I didn't work on my stuff much, and definitely didn't release anything while working there.

There is zero reason for him to have that clause unless he wanted to do just that.

It seems like one of those "Oracle's doing this, so why don't we do it as well?"

Of course they probably don't need any signed document to get the above, odds are your local state laws are already strong enough to cover them.

Toilet which makes farting sounds when you flush it.

Spoon with a hole in it so you spill on yourself.

Mug without an opening (solid cylinder with handle)

Computer monitor that only displays the color pink.

Headphones with integrated q-tips

iPhone but its a triangle

Strap for swinging a chainsaw over your head like a helicopter

That would make their investors / bankers absolutely freak out.

[1] http://www.laverick.org/sex-tape-litmus-test/

Better to just tell them to take a hike and (ideally) name and shame the company publicly.

The lawyer had her fill out quite an additional bit of disclosure about it and did not like that clause. At the time my wife really wanted the position, but I doubt she would bother going forward with such a contract.

By this agreement if you wrote a hit pop song 11 months after your employment they'd own it. That's utterly ridiculous.

I'm doing work in IoT, and I fully expected to retain that knowledge for the jobs afterward (for the record it was a job offer, not a current employer).

So this company could have really made my life a hassle if I quit them and went to work in a different field but was still doing IoT work. They could shut things down just to make life hard.

Most companies simply don’t care, save for inventions directly in their field. I would think this would typically result in a contract dispute with your new employer, not with you so much. The new employer is going to claim your inventions, file various patents and such, then the old one tries to wave your employment contract around and lay claim to them? It’s interesting, I don’t see it being withheld in many courts though. They’d be on the back foot, at best, if the new company already filed invention paperwork. Was there a signing bonus or something to pay for these future inventions? Or gauanteed future pay when you file them? Maybe I’m wrong, most of these documents arent terribly enforcable as it is.

So what this says is that they have IP on inventions you made while employed, even if you only disclose that invention after having left.

It does not say anything about inventions made after you left.

It's pretty redundant and there could be a fight regarding when the invention was made vs disclosed, but the wording limits it to the period of employment.

There's a lot of stuff in contracts that are more scary / intimidating / best-effort-squeeze-of-the-big-over-the-small that isn't enforceable in many states. I'm no lawyer, here, though.

I can't see how it's enforceable that once you cease working there, everything you do for one year is presumed to be related and subject to the same work you did for the previous employer/Client. Also, that might imply that they'd owe you money, right? I can picture a judge turning to the counsel of this company and asking that question.

Again, I don't like competitive restrictions -- I don't even like proprietary software business models! -- but if you are in that game, then this kind of risk allocating language is reasonable in that context. Refusing to sign a contract because of this clause means you are perhaps a closeted free software advocate (and good for you!) or do not really desire a long-term career in this (arguably exploitative) industry.

I have to disagree. I've had a long career in software development and I've never seen a clause this broad. If the clause was restricted to the term of employment, that would be one thing, but insisting that they own your brain beyond the time that they're even paying you is too overreaching to even consider.

As an appeal to authority, take the Confidentiality and IP Assignment Agreement generated by Goodwin Procter's Founders Workbench. It contains a much more exhaustive (and better) definition of assigned rights, and the obligation to disclose them survives indefinitely. It also is rather more nuanced, so it might not be readily apparent that it in fact is a much stronger assignment clause than the one criticized by the OC.

"I will promptly communicate to the Company ... during my period of employment, and I agree that any such invention ... shall be presumed to have been made during my period of employment..."

Wouldn't a simple assignment clause during the employment term be both clearer and provide the same rights?

The notion that a company owns you is just silly IMO. They make a big point of informing me once a year that I am employed at will and can be terminated at any time for any reason or no reason. So I am clear with them that outside of my work week, everything I do is mine. This is business.

I don't really see the link with free software either, preserving the right to use one's mind, the single most important thing a developer has, seems very important no matter what.

I've never once been asked if a previous IP assignment agreement of this sort is in force when taking a new position.

The first segment of this clause is prompt communication to the company of works created. This is so that they'll know whether or not you're seeking IP protections over work-related projects which is reasonable. Nothing here states that disclosure to the company triggers any assignment of IP to them.

The second segment follows the "and I agree". It indicates that if you disclose work to another individual within a year of having worked at the company, they will assume you made it on their time. They are trying to put some teeth on the clause in the case that you hid the invention during your time at the company.

The issue here is that none of the terms are defined; does putting together a presentation count as the creation of intellectual property which is then disclosed, triggering the presumption? That would be absurd. Can the presumption that creation was done during employment be rebutted with evidence that it clearly is not exfiltrated company material? Etc.

Would help to see the entire document. Also I'm not your lawyer.

So that second part: you say "if you disclose work to another individual"...which work would that be? Work that I performed for another employer after termination from the first? Or is that overthinking, and it means work performed for the employer but disclosed after the fact?

I had an ambiguous read about this, which is what threw up the red flags.

When my last company got bought, they tried to throw that in for existing employees, but it was a 3 year time period. I refused. They said my job depended on signing. I know I could pursue a number of legal arguments as to why that wasn't valid, but I went with my own standard advice to not work with bullies, and I quit.

Or maybe if they pay me 3 times the market rate. And that's without the "1 year after termination" craziness. For that, I'd ask continued pay (3 times the market rate, remember?) for the duration of the clause.

If this means walking away from a dream job, so be it. Can't be a dream job with such a clause.