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Disclosure agreement at Employers

  1. Jun 19, 2008 #1
    So I have been going on a lot of Job interviews, some for big companies. The bigger companies usually make you fill out a disclosure agreement. In the text it usually says something along these lines.
    It differs from company to company. But I am worried to the true impact of signing these statements, as I really want these internships, and I need to interview so I need to sign, I also have Books upon books of Inventions I have made.

    So can you gusy help me understand, have I given all of my inventions away now, and later in life when I develop one will these companies come from behind and say that They now own the rights to the idea.
  2. jcsd
  3. Jun 19, 2008 #2
    A) Sign it.
    B) Revise it into a form that's acceptable to both parties.
    C) Walk away.

    (B) is more common than you'd expect. People are used to having a boilerplate contract forced on them, but that's not the way it always has to work.
  4. Jun 19, 2008 #3


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    That's a great question. The nondisclosure agreement is common nomatter what the size of the company. Very plainly, if you invent something while on company time and at company sites, the invention belongs to the company, and NOT to you. Other than those conditions, could someone explain what is permitted and possible? So what if you develop some details of an idea while you are employed but not on company time and while at home (not a company site)? Further, if the company did not ask you to design or develop the idea --- whose idea is it/ who owns it then?
  5. Jun 19, 2008 #4
    By way of explanation:

    These clauses are actually very necessary in many cases to protect the company when you're dealing with IP. Say you're working on a project, and you use that privileged information to figure out that a specific technology will be necessary to the completion of the project. So on your own time, you go out and develop it and take out a patent on it, then hold the project hostage unless they buy your patent.

    WTF, no.

    Point being, these clauses aren't just there to be greedy. Yes, they deliberately make them as all-encompassing as possible, and sometimes some companies exploit this to steal ideas people came up with legitimately unrelated to their work. In general, many companies will be reasonable about it if you ask for the clause to be changed so that it only applies to ideas/patents directly related to a current project that the company is undertaking or planning. Practically, this can still allow them to dispute many ideas you come up with, so you'd need to have a good lawyer cross-check the revised terms on your behalf. Or, take the contract to a good lawyer in the first place and ask them to help you write revised terms. Many companies will agree to the revision if it still sufficiently protects their interests. If they don't, and it's a big issue for you, then you can either sit on anything you come up with until the contract is terminated, or take your skills elsewhere.
  6. Jun 20, 2008 #5


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    Something you sign before or during the interview is not necessarily part of the contract of employment.

    The contract is not binding (under US or UK law) until there has been offer and acceptance.

    The usual chronology is
    i] interview
    ii] they offer you the internship
    iii] you accept (or refuse).

    I suppose it's possible that the interview document constitutes an irrevocable offer, and that the contract is binding as soon as the company accepts your offer.

    But normally there is no binding contract until you accept, in stage iii].

    That means that in between ii] and iii] you can still re-negotiate anything you've already signed. :smile:

    (obviously, don't sign any statement that's untrue, but you can sign something starting "I understand that if I … then … " and then change your mind without doing anything wrong.)
  7. Jun 20, 2008 #6
    They also serve to protect the company during the interview. If you come in and say "I've got this great idea for a new project to work on" or something to that effect, and they already have a group working on the exact same thing, then you cannot later claim that they stole your idea (whether or not they actually did).
  8. Jun 20, 2008 #7


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    When I worked for HP, I signed a contract in which it was stated that ALL my creative activity from the moment of job entry until 6 months after I left them, would be their property, even if it had nothing to do with their activity, like, for instance, me writing a symphony or me writing a book on gardening. When I said that I found that profoundly disturbing, the HR lady explained me immediately that this was an all-encompassing clause which didn't even legally apply (I was in Belgium), and that indeed, if I wrote a book on gardening during my free time, I would win any action in justice hands over. With that clause they just wanted to get everything they could get which was still legal ; in other words, IF EVER it came to court, they didn't want their own terms to limit them if they considered it useful to sue me for one or other thing.
    There was even another clause which stated that I could not take on a job in the same branch of activity within 6 months after leaving them, which was also apparently illegal.
    So that contract was just set up for them to grab potentially everything they could and which the law would allow for.
  9. Jun 20, 2008 #8

    A few days ago I interviewed at a financial analysis firm, before I even stepped in the door they made me sign one.

    so is this one not binding.
  10. Jun 20, 2008 #9


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    You should read the agreement more carefully. It only applies if become employed by them. There has to be consideration (salary, etc.), after all, before they can claim ownership of your work.

    And if you do have "inventions" from previous work/brainstorming, make sure that they are documented well and witnessed, before accepting employment with a company where you will be signing this kind of intellectual property agreement.
  11. Jun 20, 2008 #10


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    As vanesch says there is also a gap between what they make you sign and what stands up in court.
    The contract usually says they own everything you do and you can't work for anyone else in the same field ever - the court gets to decide if thats reasonable.
    How reasonable the court is depends very much on location - California tends to through out all non-compete clauses, Texas tends to side with the company.

    I would amend it to say something like, "in the area of company X's business". Otherwise they also own the holiday photos of your kids!
    The trouble with that is that a court is likely to regard 'anything to do with computers' as X's business - so if you are hired as a sysadmin and write a game on your own time they might decide that it is covered by the clause.

    I did have to explain to one senior member of staff that if they took 'action shots' of themselves with a young lady with their company mobile phone then not only did the company technically own them - but when they decided to download them on their company computer they all automatically went onto my backup tapes.

    ps Llama77 - there is a difference between an IP clause in a contract which isn't binding until you have been paid, and a non-disclosure agreement (NDA) that you have to sign before a meeting, sometimes even before entering the premises - which is binding by you agreeing to be there.
  12. Jun 20, 2008 #11


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    All clauses in a contract of employment (including internship) are binding once you accept the offer, and certainly once you take up the employment, whether the first payment has come or not (and even if the employment is an internship without pay).

    But a pre-contract NDA presumably transfers no IP property rights unless you actually do accept the employment.

    In fact, an NDA normally starts with something like "In consideration of the employment or the continued employment of the Employee" … which makes the employment itself the consideration.

    Technically, it is not an NDA which transfers IP rights, but a Proprietary Information Agreement, or PIA, and together an NDA and a PIA form part of a Confidentiality Agreement, or CA.

    The NDA is typically binding as soon as it is signed, and protects the company against losing its secrets to you during the interview process.

    The PIA is typically binding only if you accept the employment.​

    The question then is whether the PIA in this separate CA becomes incorporated into the contract of employment. If you don't object, it almost certainly does. If you do object, presumably nothing in the PIA is binding, and you can refuse to sign the contract without re-negotiating the PIA (though, of course, they can withdraw their offer, also).
  13. Jun 20, 2008 #12


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    Yes, I meant that in the UK a contract is assumed if you take the salary. It's quite common to not get a contract until the end of a probationary period or after the first year, this is an attempt to make it easier to fire you - it doesn't work. But if you take the pay, even without signing anything you have accepted the contract.

    I don't know if you would have to be paid a nominal amount for an internship. It certainly used to be the case that you had to have a payment for a contract - there are lots of examples of debt ridden companies being sold to the managers for 1p, Concord was famously sold to British Airways for £1.

    A pre-contract NDA is quite common before the interview, just in case you see/overhear something on your visit. Although to be of any rela use it has to list areas that you will talk about and what was revealed - which they rarely do.
    I worked for a technical consultancy that was paranoid about this, we had internal/external meeting rooms with different entrances so that clients couldn't see anything that was being worked on.
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