Copyrights and legal agreements

[Chris Hamilton <chamilton -at- GR -dot- COM>]

Colleagues--

I have to sign an "employee protective agreement" at my job. The part of
the agreement having to do with copyright says:

EMPLOYEE hereby acknowledges that any copyrights created while he/she is
an employee of (company name) shall be considered a word made for hire
with title thereto in (company name).

I and several other people balked at signing this agreement, so the
company consulted its lawyer, who drafted this a memo. The memo is not
part of the agreement and is not considered a legal document ( I don't
think).  The memo says, in part:

"Any works created when the employee is not acting within the scope of
his/her employment and is not using or benefitting from (company name)
resources, confidential information, trade secrets, etc., would be owned
by the employee. It is not (company names)'s intention to acquire any
interest in works created by the employee on his/her own time using
his/her own resources separate and apart from the employment
relationship with (company name).

It goes on to quote Section 101 of the Federal Copyright Act as defining
"work made for hire" as :

(1) a work prepared by an employee within the scope of his or her
employment...

My question is this: should I sign? Is the clause in the protective
agreement modified by the Federal Copyright Act definition, or does the
protective agreement broaden the meaning of the Federal Copyright Act?

Thanks in advance for your responses.

Chris
--
Chris Hamilton, Technical Writer