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      Well, at least it’s short.

      The Company needs to be clear on what IP it owns and has rights to. Its customers, employees, and investors depend on the Company having the legal rights to the products and services it is providing so that the Company can continue operating and doing business.

      I think that this is a smokescreen. Investors want IP agreements so that they can claim that the company is duly diligent in sourcing its software, regardless of how undocumented the internal software supply chain actually is.

      The Company also believes that it’s important to be clear on what it doesn’t own. The Company doesn’t want you looking over your shoulder every time you work on something personal or worrying that the Company will someday seize your open source non-lethal mousetrap simulation software. In other words, the Company isn’t interested in appropriating your personal projects.

      I wish I could believe this! Multiple prior employers have tried to seize my personal projects.

      Due to issues of scale, fairness, and consistency, the Company cannot, by and large, negotiate its terms.

      This is sneerworthy.

      In some cases, the Company may need rights to Your IP.

      You mean that the company may want rights. Honestly, this sort of thing makes me wish that companies just proffered CLAs to their employees on a per-project basis. That way, the company doesn’t have any uncertainty about which rights have been granted; they’re in the license.

      The Company might someday need to show the work that went into the development of IP that it uses or has used, or to establish that it owns the IP or has rights to it. To help in those situations, you agree to maintain all records relating to the development of any Company IP, and, if the Company asks, to provide those records to the Company.

      Nope. In fact, this entire paragraph is rude. In general, at the time of expression of idea or concrete implementation, an employee will have already turned all such records over to the company. The company should require employees to keep records in systems of record anyway.

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        If you’re comfortable / able to share, what projects did employers try to seize from you?

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          Probably the funniest one was when Google wanted copyright over a reverse-engineered Minecraft server. Other contributors helped push back, and Google eventually gave up. They also wanted one of my programming languages; apparently it was an unwritten priority to keep tight control of such projects to avoid repeating the setup for a then-ongoing lawsuit.

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            The setup for Oracle v Google was an un-seized personal project from an employee? Can I read about it somewhere? Just skimmed the background section on Wikipedia but it doesn’t seem to come up.

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              No. Rather, Google v. Oracle was presented to me as a pretext for why Google ought to have control over the Monte programming language. It’s a sort of implicit threat which is easy to deny as a misunderstanding: if you don’t cooperate, Oracle will sue you in the middle of the night and you’ll need a big strong employer to fund your legal defense. To be fair, in the Cover Oregon scandal, Oracle sued their customers, and Monte is distantly related to Java, but it struck me as tone-deaf; Monte’s largest influences are E and Python, which have liberally-licensed documentation and reference implementations.

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      This is similar to the IP Assignment agreement we signed when CoverMyMeds turned into an actual company. The main points were (I’m paraphrasing but the flavor was roughly like this, bar over a decade of time passing and human memory being generally garbage):

      Our CEO & Sales Team have a hard enough time selling the software we actually pay you money to write, why do you think we’d be trolling your GitHub accounts for your five-year-old PHP projects? If there was a billion dollar idea in there you’d probably be a billionaire. Therefore:

      1. The company does not have any right to any software created prior to your employment here.
      2. Anything you create related to Company lines of business (now or intended) belongs to us.
      3. Anything you create on company equipment can belong to us if we want.
      4. Anything you create on your own time/equipment and unrelated to what we’re doing here we have no interest in.
      5. This includes your side projects, which we know you have and encourage you to continue.

      The rollout of this agreement was kind of a shitstorm, but the agreement itself was (I thought) wildly reasonable.

      As to why it’s necessary? In our case, becuase we took someone’s money and they told us we had to. Simple as that.

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        This seems familiar to when I signed it in 2015. I bet the McKesson agreement isn’t quite this generous.

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        Seems like a clear, reasonable agreement, even if I don’t care for it on principle.

        The two things I’ll point out for folks:

        Don’t mix your company gear up with your personal projects. Don’t. Don’t. You’re a high-paid engineer, go get your own damn equipment. I go a step further and don’t reuse my social coding accounts with employers, just to help preserve a separation.

        Remote/salaried work kinda makes “your own time” fuzzy. I haven’t seen this tested in court yet (at least, not to my knowledge) but I would be on the lookout for it. Further reason to schedule normal working hours and stick to them, to make it more defensible that some evening work was, in fact, on your accustomed non-work time.

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        I appreciate that this might be due to misremembering, but I’d take issue with the vagueness of “Anything you create related to Company lines of business (now or intended) belongs to us.” Seems like a recipe for conflict as what’s covered can change over time (retrospectively?) and is open to interpretation.

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          That’s always been the sticking point for me–it’s extremely hard to get a company to commit, in writing, to what its business is. There are many reasons for this, but it still sucks.

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          The intent was to bar folks from building tools/companies that compete directly with what we were doing as well as using your foreknowledge of what we were going to do next year to jump the gun on us.

          It was likely worded it much better than I did. I doubt the lawyers that drafted that document for the company would be as vague as I am.

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      Hey cool. Do they require employee permission before they train their ML models on their side projects?