RE: Contract Advice Needed, Quick! Can someone read this & provide an opinion?

["Combs, Richard" <richard -dot- combs -at- Polycom -dot- com>]

Pro TechWriter wrote: 
 
> I have an opportunity for a short-term contract (about 6-7 months) and
the
> employment agreement has a section on copyrights and patents. I've
read it
> four times already, and I think it might affect my own (off their
clock)
> works and inventions but I am not sure. Being that I might have a book
deal
> in play, I really DON'T want to do that.
> 
> They have allowed me only an hour to read this, decide, and give them
an
> answer. If there are any contract experts (or even attorneys!) out
there
<snip>

IANAL, but willing to offer an opinion (don't forget, "It's my opinion
and it's very true" <g>).

> 
> Here's the text:
> 
> Consultant will assist company and its nominees successors, or
assigns, on
> request, during and following the term of this Agreement, at company's
> expense, to obtain and maintain for its own benefit, patents and/or
> copyright registrations for any such inventions and/or copyrightable
works
> in any and all countries.  Such assistance shall include <snip>

The critical phrase here is "such inventions and/or copyrightable
works," and the use of "such" means that the question of _which
inventions and/or copyrightable works was addressed earlier (maybe you
missed it). Typically, it would/should specify that you'll be doing
"work for hire" and any inventions and/or copyrightable works arising
from that work are their property, not yours. 

There may even be language restricting you from creating inventions
and/or copyrightable works that are _derivatives_ of the work for hire.
But I'd be surprised if the restriction were written so broadly that
work you do on your own time that's in no way related to the work for
hire would fall into their purview. 

Still, look for the antecedent of that "such" and see what it includes. 

HTH!

Richard G. Combs
Senior Technical Writer
Polycom, Inc.
richardDOTcombs AT polycomDOTcom
303-223-5111
------
rgcombs AT gmailDOTcom
303-777-0436
------






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