Direct link to GitHub&#x27;s employee IP agreement : <a href="https:&#x2F;&#x2F;github.com&#x2F;github&#x2F;balanced-employee-ip-agreement" rel="nofollow">https:&#x2F;&#x2F;github.com&#x2F;github&#x2F;balanced-employee-ip-agreement</a>

Every GH employee I&#x27;ve ever met has been very satisfied with their job. They come to meetups and hand out stickers but then they stay and contribute and do presentations about things they are passionate about. Most sponsors show up with a bribe and then do a marketing talk and leave. I&#x27;m sure my bar is set lower than some, but it means a lot to me to see happy employees.

I thought that was before and they didn&#x27;t accept that anymore?

And they encourage remote working .# starts polishing CV #

&gt;Kudos, great decision.Couldn&#x27;t agree more. I hope it sets the formation of a precedent in motion. Great to see.

I&#x27;m sure this is all idealistic crap, but I&#x27;d still love to see someone try it; I&#x27;d like to see a well grounded company include &quot;even if it is related to &lt;company&gt;&#x27;s own existing and prospective products&quot;. A nice competitive taunt &quot;Go ahead, try and compete with us, we dare you.&quot; Code is already covered by copyright, so it&#x27;s not like anyone could take the repository and start a GitHub with it. Even if they could, not many people are going to trust the new fork because it&#x27;s future is not backed by the same team and community (unless the existing team and community has become toxic, but, ideally, having this threat in place could prevent that from happening in the first place). Code is only part of GitHub&#x27;s success, recreating the other parts isn&#x27;t going to happen easily. No single person could know all the ins-and-outs of every important role in the company.

Very, very good. It shows the kind of trust in employees that I like to see. Depends a bit on how they will interpret &quot;As long as the work isn’t related to GitHub’s own “existing or prospective” products and services&quot; but I&#x27;d assume that it will be very reasonable.Kudos, great decision.

This is neat. Finally found a company doing this.

Agreed. In my couple years at GitHub side projects have been encouraged, not discouraged. It&#x27;s been incredibly refreshing. Interestingly enough, I have worked on side projects the least at GitHub because I really enjoy my employment now and get paid a fair wage :)

Fwiw, I don&#x27;t think this is a new thing for GitHub employees, as the headline suggests, this is some best practice that GitHub is releasing for others! At least, I&#x27;ve enjoyed this benefit since I joined GH earlier this year.

@lostboys totally agree, but thankful someone is at least offering me more than serf rights

From someone that is able to enjoy proper work conditions in socialist Europe, the state of work condition expectations in US is always surprising.Sometimes I get the feeling that even my own country (Portugal), with all its issues regarding work conditions, still appears to be in better shape.

For real, this should be the norm. Good on GitHub anyway though!

It really is sad. The worst part is, employees are treated poorly at many companies. I feel like it&#x27;s even worse during and after a recession because employers know people are desperate.I have been working on mplyees.com, a site where employees can share what needs to change publicly and anonymously. Hopefully we can bridge this divide since employee happiness is key to a successful business.

I couldn&#x27;t care less about IP myself - but the real reason this stuff is pretty standard is that investors are somehow really bullish about IP (the &quot;secret sauce&quot;). Against our own beliefs, we decided for pretty strict contract terms around IP as this topic usually turns out to be one of the standard blockers in any funding and exit negotiations. In former companies, after a financing round people had to sign new terms and that can get pretty complicated.That&#x27;s the real reason things are pretty messed up all around protecting IP.As we&#x27;ve survived without funding so far, we&#x27;re thinking of relaxing this as well. Kudos to GitHub&#x27;s investors for staying away from this nonsense.

The real question is how expensive they are. The US has les protections but thus pays a lot more. Soft engineers moving from SF to europe get their income cut by more than 50%. In the end, more europeans move to the Us that the other way around, showing ultimately what the body prefers.

Sad that having even minimal employee rights is some how seen as exceptional.

And one wonders why they can&#x27;t hire top talent.One the one hand, they want capable people who go out of their way to achieve results + love their craft. Guess what, that often happens by working on side projects (whether ultimately commercial or not, is irrelevant).As an employee the only concession I would personally be willing to make would be to not compete directly with the company you&#x27;re employed at. And only if you&#x27;re not employed at a company doing everything, i.e. a Google or a Microsoft.

That&#x27;s an absolutely absurd request. I can understand if they said that you wouldn&#x27;t be able to work on your game during business hours, or on your company machine, but to request that you dissolve your company and sell them your IP? That&#x27;s insane

Congrats on release. Assuming you were interested to sell, what would that number be? How did the conversation go after that point?

Yep. I was hired at a major hedge fund. Disclosed my interest in various companies ahead of time. Got to the hedge fund. Was told that I had to dissolve the interest. Quit job. Everyone pissed.I had other reasons to quit which had nothing to do with the job itself (I loved it), but that was a major one. I get paid more, per hour, from my businesses than any job I&#x27;ve had so far.

Employment is dead, contract is the way of the future.Do you really want to buy into a feudalistic legacy organizational model knowing that the odds of rising up in the pyramid are approximately zero? And they&#x27;re going to downsize with no loyalty if needed to bump the stock price later on. Like a decapitated chicken the company will strut around a bit randomly canceling or creating projects so you have no control over your future other than maybe running away to another feudal manor and some have non-competes to try and enforce that kind of slavery. So they&#x27;re worth nothing to you as an employer unless you want to LARP that you&#x27;re a feudal peasant in 1300 and you&#x27;re worth nothing to them as they&#x27;ll fire you or steal from you in a blink of an eye if they can make a nickel off it.Meanwhile a competitor smart enough to hire you as a consultant will crush them in the market purely for organizational superiority reasons. Companies that hire contractors are inherently more modern and superior and more likely to succeed.The future, being unevenly distributed, some folks still think employment is alive, but one effect of post-industrialism or service economy or infinite benefit prices is employment is good and dead. In a dying business model, the employer needs employees a lot more than employees need the employer.

Wow, I&#x27;d lie if I said I wasn&#x27;t worried I&#x27;d someday have to take a job like that. Was this job you applied to in the gaming space? If so, is that type of ask common place in your experience?Also, a bit of an aside. What&#x27;s the game you released called? I get you probably intended to avoid the plug but I&#x27;m curious.Edit: And of course, props to GitHub for this!

Sometimes I just go with it because of how unenforceable that contract will be for them and how Ill get paid in the meantime laughing silently to myself at the absurdity

You&#x27;re not shameful enough to direct plug so I&#x27;ll do it for you: <a href="http:&#x2F;&#x2F;soverance.com&#x2F;ethereal&#x2F;" rel="nofollow">http:&#x2F;&#x2F;soverance.com&#x2F;ethereal&#x2F;</a>Looks cool (fighting the &quot;infected mushroom&quot;, ha).

You should write back to the developer contact on that interview and explain exactly why you&#x27;re declining.  They may assume you had other reasons for not moving forward.  Bad actors have a habit of making their mistakes look like something else.

&gt; Just a week or two ago I had a prospective company tell me that, in order to hire me, I would need to sell them the entirety of my personally-developed IP and dissolve my interest in my own company.That&#x27;s unusually awful for an employment agreement. Most employment agreements claim everything developed by the employee on company time and resources, and many claim everything developed while employed, but this is the first time I&#x27;ve ever heard of an employment agreement demanding all past work. Good call on just leaving; not worth even negotiating with a company that tries to pull a stunt like that.

If the company was into anything related to gaming, my assumption would be that they were looking to buy the IP at a knocked down rate by hiring you (or that the chance to get the IP cheap was one of the differentiators between you and the next best candidate).

For real. I am an indie game dev who recently released his first big game on Steam. Just a week or two ago I had a prospective company tell me that, in order to hire me, I would need to sell them the entirety of my personally-developed IP and dissolve my interest in my own company.Needless to say, I decided against that job.

At least your policy is limited to software-related things. I need to ask permission to start a side gig selling shit on eBay, submit a fiction story to a writing contest, or even volunteer for mentoring&#x2F;tutoring sessions (on any topic).I didn&#x27;t know the full extent before I started, but they threw more money at me than my wife and I have ever made combined, so I probably would have still taken it if I had known. Plus, I&#x27;m in NYC now.

Your employer, of course, is Google; I know this from my own tussles with Google&#x27;s OSPO, which exists primarily to ensure that engineers don&#x27;t have lives outside of Google.

Why did you sign the contract in the first place?

California state law invalidates the non-compete portion of your contract, so long as you develop your solution on your own time and without company-owned resources.

I agree--this is excellent and very tech-talent-friendly. As an example on the other side of the spectrum: I work for a very large Silicon Valley company that is well known (you&#x27;ve heard of them) for secrecy and obsessively guarding its IP. Here we can&#x27;t[1] work on Open Source, work on potential start-up ideas, moonlight writing software for some extra cash, publish (either academically or releasing software online, app stores or web), or really do anything substantial regarding software outside of work. On personal time, weekends, on our own equipment, doesn&#x27;t matter. It&#x27;s a serious drawback, to the point where I&#x27;ve been actively looking around. I&#x27;m certain this will have an extremely positive effect on GitHub&#x27;s attractiveness as an employer.1: Technically, the policy is &quot;ask your manager&quot; but everyone knows what the answer is.

I turned down a job with IBM once they told me, after appeal, that they would own my side project if I continued to work on it. The interview process cost me 40 hours and an all-nighter take home (I really needed the job.) The salary was fantastic for Canada, but still pathetic by US standards.

One of the main reasons I left EA was because I wasn&#x27;t working on games I was interested at work, and couldn&#x27;t work on them in my spare time either. My job in the game industry got in the way of me making games.

People keep complaining about how hard and expensive it is to attract top talent. This kind of measure is exactly how you do it. Provide an environment where employees feel trusted and empowered, pay market rate, screen properly instead of having applicants jump through hoops, and you won&#x27;t have much trouble hiring.Kudos to github for this, I&#x27;m impressed!

The GitHub post on it: 
<a href="https:&#x2F;&#x2F;github.com&#x2F;blog&#x2F;2337-work-life-balance-in-employee-intellectual-property-agreements" rel="nofollow">https:&#x2F;&#x2F;github.com&#x2F;blog&#x2F;2337-work-life-balance-in-employee-i...</a>

You might want to move the last sentence to the beginning. Your opening comment could easily be interpreted as &quot;companies should forbid pet projects&quot;.

If you have any of the problems 1-5, I would argue you actually have a problem of management not trusting engineers enough to buy them a good and suitable existing market solution, and that&#x27;s why they have to come up with something makeshift.I agree that it happens in companies, but it&#x27;s definitely not a good thing.

Pet projects are not necessarily good for a company:1) Code is not necessarily an asset, it is also a liability: needs to be maintained, tested, documented, etc. This has a non-trivial cost.2) Engineer salaries are usually more expensive than a license.3) Experience working using internal frameworks&#x2F;libraries&#x2F;etc can be harder to trade in the marketplace, especially if you are not the author.4) It is hard to keep up feature parity with commercial&#x2F;open source alternatives.5) Internal projects do not necessarily lead to more employee satisfaction. They can be usually lacking around user experience and can be frustrating to use.6) Some internal projects have purely political motivations, like self-perpetuating the authors in the company.Finally, if you absolutely require to start an internal project, but it does not provide a competitive advantage: open source it.

Big step in the right direction. I also believe this will have huge impact on the morale as well. If you offer enough courtesy to your employees you&#x27;ll receive a lot more in return. Personally, I believe this can boost productivity in a different way, because if the employee is challenged with a different set of problems other than the &quot;same ol&#x27; &quot; during the work time, the experience can be directly applied to the possible future employer&#x27;s problems.Granted, this can have downsides too.

Does anyone have any articles about that first story? That&#x27;s horrifying...

In think that in most countries, a large company will always win big trials.Andrew &quot;bunnie&quot; Huang has written a very good 2-page note on this in:
<a href="http:&#x2F;&#x2F;bunniefoo.com&#x2F;nostarch&#x2F;HackingTheXbox_Free.pdf" rel="nofollow">http:&#x2F;&#x2F;bunniefoo.com&#x2F;nostarch&#x2F;HackingTheXbox_Free.pdf</a>
(first two pages, but the whole book is a good read)In the US it seems especially bad, since Americans seem exceptionally obsessed with &quot;living the American dream&quot; aka making a lot of money. Many people assume that if you have a lot of money, you must be a good person.

Sometimes it feels like Kafka&#x27;s The Trial is where the US court system takes most of it&#x27;s inspiration from...

His job at alcatel was converting old code to new code (probably architecture or similar), and he figured out a way to do this faster (or automatic), I think in this case github&#x27;s IP agrrement also covering rights of company on this invention

For anyone interested in the Alcatel horror story mentioned in the article, it&#x27;s even worse than you thought:Therefore his thoughts, which were characterised as “invention” in the decision, should be disclosed to Alcatel. The judge also ordered Brown to pay Alcatel’s legal fees, which exceeded $330,000.[1]1: <a href="https:&#x2F;&#x2F;www.law360.com&#x2F;ip&#x2F;articles&#x2F;1899&#x2F;appeals-court-affirms-ex-employee-s-idea-belongs-to-alcatel" rel="nofollow">https:&#x2F;&#x2F;www.law360.com&#x2F;ip&#x2F;articles&#x2F;1899&#x2F;appeals-court-affirm...</a>

I rejected an offer from a company that had a similar policy&#x2F;procedure. Their contract stated that they own pretty much anything you do that&#x27;s related to their business (which was huge and varied). But you were allowed to list any existing IP over which they had no claims.That would have been fine and dandy, and probably even acceptable to me. But based on the wording of the contract, the IP clause still applied even after terminating your employment with the company. Which meant that while they might not be able to claim rights to my existing IP, ownership of any future IP could be called into question.So, while I think your approach is good, there can still be issues with it.

I always try to negotiate this. 
Since I always bring value, effort and ideas from personal time and resources in to the company, for free.If they don&#x27;t want to do that, then write down a big list of every idea and project you&#x27;ve been working on to date, including any domains you own and projects within them, and make sure they can&#x27;t touch any of the IP you&#x27;ve already created.Also: Be friendly about it.

It&#x27;s not a personal project if you don&#x27;t own the IP.
If it Was The opposite way then the employees would not do these projects, in turn they will learn a much narrower range of skills.

Isn&#x27;t this ignoring the benefit companies might want the kind of talent that can pump out side projects as well as their work? But that&#x27;s rooted to the 10x engineer myth.

The question here isn&#x27;t whether your should work on side projects at all.  It&#x27;s about who owns the side project when you&#x27;re done.

&gt; But it would be reasonable of them to expect you to give up something in exchange (e.g. smaller salary).Except when the side project is useful for your employer and you&#x27;ve effectively contributed free, unpaid labor to developing it.

Why does this only apply to IP? Why isn&#x27;t the company considered to own the employee&#x27;s labour 24&#x2F;7 in all regards? Your employer should be compensated for the labour you spend doing your washing. Or if you happen to spend an hour in the evening driving an Uber or subletting on AirBnB, your employer should own that as well?&#x2F;s

The same plumber who installed my water heater installed my neighbors toilet so I should own my neighbors toilet.You can&#x27;t prove he wasn&#x27;t thinking about his next job while he was installing my water heater so I should own that IP.

As developers, we&#x27;re biased towards one view of this issue, but it&#x27;s intellectually lazy of us to just say &quot;Yeah, we deserve it! Because... fairness!&quot;Last December, Joel Spolsky wrote about developer side projects, and honestly, he&#x27;s right.<a href="https:&#x2F;&#x2F;www.joelonsoftware.com&#x2F;2016&#x2F;12&#x2F;09&#x2F;developers-side-projects&#x2F;" rel="nofollow">https:&#x2F;&#x2F;www.joelonsoftware.com&#x2F;2016&#x2F;12&#x2F;09&#x2F;developers-side-pr...</a>My view: In some companies, depending on their business model, it might be reasonable to ask to own your own work on side projects. But it would be reasonable of them to expect you to give up something in exchange (e.g. smaller salary).

If it&#x27;s legally correct, then the law is so flawed.

Why is he obligated to implement a solution? The IP is the idea, not the implementation of it.

A judge can compel someone to work without pay? Is that not slavery?

It&#x27;s morally bankrupt, but legally correct.

&gt; come into the office every day for the three months nakedAnd get charged with sexual harassment

If I didn&#x27;t have a family I would have considered fleeing the country. Or come into the office every day for the three months naked.After such an insane verdict I&#x27;d like to believe that Alcatel&#x27;s top talent started jumping ship.

I don&#x27;t get why he didnt&#x27; make up some bullshit and call it his great idea. Tell them he thought up a way to train monkeys to reverse compile FORTRAN.

I can&#x27;t find the decision, but I doubt he was forced to by the judge. It seems more likely that he negotiated this for a discount on the stupendous court costs.For instance, here&#x27;s a 2002 report on the loss which doesn&#x27;t mention the requirement.<a href="https:&#x2F;&#x2F;www.theregister.co.uk&#x2F;2002&#x2F;08&#x2F;12&#x2F;alcatel_owns_us_employees_thoughts&#x2F;" rel="nofollow">https:&#x2F;&#x2F;www.theregister.co.uk&#x2F;2002&#x2F;08&#x2F;12&#x2F;alcatel_owns_us_emp...</a>

Note that it was decided in Texas.  Probably the single worst place to legally deal with software IP.

&quot;But rather than negotiating a deal, Alcatel fired Brown and sued him for ownership of the idea. After a seven-year-long court battle, he lost and was forced to spend three months at the company’s offices, without pay, writing out the code to implement his solution.&quot;I deeply hate the judge who made this verdict. You must be truly devoid of human feeling and common sense to explain this as a reasonable application of the law.

There&#x27;s lots of problems with this line of thinking. One, it encourages &quot;butt-in-seat&quot; thinking, which is inefficient. If I deliver what you wanted delivered in the time allotted, I should be free to work on whatever I want. Of course, a manager wants to squeeze every drop, so if you&#x27;ve finished they&#x27;ll say &quot;I have some more work for you&quot;. But best believe you&#x27;ll never be fairly compensated for that work ( at most companies anyways. Obviously if the company is Facebook&#x2F;Google you can have a massive impact and will be flying around to work on whatever suits your fancy ).Look at it from a contractor&#x27;s point of view: a contractor will have many other things that they can deliver and make money from, so adding a bit of polish to your project vs delivering another client&#x27;s makes less sense.

Can someone please clarify this for me.An employer is paying six figures to an employee. In exchange for said salary, employee works set hours and within that time, is supposed to work for the employer and anything they create within that period is owned by the employer.However, in the comments. It seems like everyone wants their cake and eat it too? Which is to say, if I&#x27;m working for you between the contracted hours of 9 to 5. And if I am working on a personal project that the employer is not going to benefit, I should keep the IP. Even though the employer is paying for my time?Note, this isn&#x27;t about working outside of the contracted hours at home, nor is it about staying late and using company resources to develop said project and claiming IP belongs to the employee.For large companies like github. They could probably be more flexible. But for smaller companies, every working daylight hour to them is needed and required for projects to deliver on-time.These very same companies would argue that all code&#x2F;IP belongs to them. That they woudn&#x27;t want employees working on pet projects in THEIR paid time.Kinda sounds to me, that people here wants 3 things.1) Pay me a large wage &gt; north of 6 figures.
2) If I code something for me during working hours, it&#x27;s MINE.
3) If I code something outside of working hours, it&#x27;s also MINE.Sounds like bratish entitled behavior no?Can someone set me straight here? I don&#x27;t see how this could be good for employers who don&#x27;t agree with this.Oh and btw, if you want to work on your own thing, being paid by a company, that you keep the IP. It&#x27;s called being an entrepreneur and setting up your own company. So instead of saying kudos I wish more companies do this. Go start your own today and you have that freedom NOW!

I guess otherwise no GitHub employee could ever use GitHub for a personal project, could they?

I could see this as an ultimate perk and a really powerful way to attract top talent. Wow.

Personally I think this is wrong.Employers should expect developers to work on company IP within contracted hours and any new code&#x2F;IP is owned by the company.In addition. Developers who have their own side-projects own that IP and if they work outside of contracted hours and generate new code on THEIR projects. Well, they own that IP also.One caveat though. Developers should allow employers to go through their generated code, to ensure that developers aren&#x27;t stealing company IP.Oh but if a company wants some code that the developer generated in his own time? Well, negotiations should start. The company should pay for that!

This is amazing. Definitely a nice perk of working for GitHub

I imagine developers would have somewhat non-transferable job skills if they couldn&#x27;t use GitHub while working for GitHub.

Microsoft does not have a friendly policy in this regard.

Most corporations I interviewed with have this policy, including Microsoft and some large banks. Otherwise it would be impossible to attract OS developers.Also the agreement[1] is not completely rosy, it has some strings attached.For example if you are working on CSS library, Github uses it and contracts you to make some patches, they might claim IP ownership over those patches. That is a mine field for OS project.I personally would not sign it. It needs extra clause to clarify what projects are excluded.&gt; The Company owns any IP (&quot;Company IP&quot;) that you create, or help create as its employee or contractor, .... related to an existing or prospective Company product or service at the time you developed, invented, or created it[1] 
<a href="https:&#x2F;&#x2F;github.com&#x2F;github&#x2F;balanced-employee-ip-agreement&#x2F;blob&#x2F;master&#x2F;Balanced_Employee_IP_Agreement.md" rel="nofollow">https:&#x2F;&#x2F;github.com&#x2F;github&#x2F;balanced-employee-ip-agreement&#x2F;blo...</a>(I am not a lawyer, just a hobby)

Wow, this is amazing. It sounds like a win-win as it will encourage creativity and personal projects.

Wouldn&#x27;t that keep you from being employed for a year after termination? If so, I hope a year&#x27;s worth of severance is part of your contract.

Same here. In the past, I&#x27;ve tried negotiating the boilerplate IP assignment agreements tied to a new job and, in every single case&#x2F;company, I was contacted by legal with a very clear demand to &quot;sign it unmodified or GTFO&quot;.For you Captains of Industry who are somehow able to negotiate your employment agreements, congratulations on having that opportunity--but I think that situation must not be very common.

&gt; No employer has ever objected to thisI&#x27;ve not had this luck, personally. They are always willing to forgo the job offer just to ensure that everyone has the same contracts. I&#x27;m guessing that it&#x27;s going to be a size of business issue.And the IP assignment clauses are, for the most part, getting worse and worse; my current one extends the assignment to a year after termination, voluntary or not.

&gt; I don&#x27;t think they deserve special praise for it, rather companies that don&#x27;t do this deserve criticism.Just like you don&#x27;t train a dog with punishment but with rewards, it seems like a good idea to reward companies for doing the right thing. Plus, criticism is empirically proven to have mostly zero impact on businesses, so why not try the other way?

I&#x27;ve always been taken seriously when raising issues with contracts.Sometimes &quot;taken seriously&quot; means they scratch something out.Sometimes &quot;taken seriously&quot; means they spend 3 days talking at me about why I should sign it, because everyone else has.

You and I have had very different experiences with this. I&#x27;ve lost offers over simply questioning those clauses.

&gt;because in the USA employees have the &quot;in the course of employment&quot; as you state but USA independent contractors retain copyright unless they assign it as part of their contract, so about 99% of contracts have a clause to assign ownership and copyright to the client.I&#x27;m not a lawyer either but this is not true in the US afaik. &quot;Works made for hire&quot; are automatically copyrighted by the hirer, not the contractor.Copyright assignment clauses in contracts exist to remove any potential ambiguity over whether anything supplied to the hirer is technically &quot;specially ordered or commissioned&quot; or otherwise legally qualified as a &quot;work made for hire&quot;. It&#x27;s to prevent situations where someone claims &quot;Well, I actually did that important part of the work without billing for it, so I&#x27;ve retained the copyright and if you use it, I&#x27;ll sue you.&quot; (I&#x27;ve actually had a contractor tell me this before!)See this circulation from the Copyright Office for more discussion. [0] [PDF][0] <a href="https:&#x2F;&#x2F;www.copyright.gov&#x2F;circs&#x2F;circ09.pdf" rel="nofollow">https:&#x2F;&#x2F;www.copyright.gov&#x2F;circs&#x2F;circ09.pdf</a>

I&#x27;m not a lawyer so this isn&#x27;t legal advice but that&#x27;s very interesting about English law, because in the USA employees have the &quot;in the course of employment&quot; as you state but USA independent contractors retain copyright unless they assign it as part of their contract, so about 99% of contracts have a clause to assign ownership and copyright to the client. Also in the USA putting language like &quot;employment&quot; in a contract is like asking the IRS to please audit you for faking a 1099 relationship while being in a W-2 relationship, which might also be a USA thing. I can imagine a tax system could be created where the local equivalent of W2 vs 1099 has no financial impact on the government (perhaps via most funding being from VAT?) therefore the local equivalent of the IRS simply wouldn&#x27;t care if you LARP as a contractor or employee while actually being the other.Is that just in England or is that the norm in the whole UK or even former commonwealth like Canada? I&#x27;ve never had a Canadian client so I donno. I would imagine simple rule changes like that would have interesting effects on the whole employee vs contractor relationship.

This is just putting into a contract what ought to be considered normal and reasonable defaults. I don&#x27;t think they deserve special praise for it, rather companies that don&#x27;t do this deserve criticism.Whenever I&#x27;ve encountered overly grasping IP clauses in contracts I&#x27;ve always had them re-written so they only cover work which is done during working hours or related to &lt;core_business&gt;. No employer has ever objected to this, they usually have just been advised by lawyers to be ultra aggressive by default. One (English) employer struck the whole clause on the basis that copyright law covered them sufficiently anyway as by default works created &quot;in the course of employment&quot; belonged to the employer.

TBH it&#x27;s a lovely thought, but it sounds like a legal nightmare waiting to happen. Your employees have access to proprietary code, how do you stop their code from being &quot;tainted&quot; by that access?

So if you work for a bank and commit serious wire fraud on your own time, can you be sued for breach of contract, conflict of interest, etc? You&#x27;d have a lot of experience in doing so from your normal employment.

IP&#x27;s the more specific case here. The company both owns and is responsible for anything an employee does during the course of their employment: <a href="https:&#x2F;&#x2F;en.wikipedia.org&#x2F;wiki&#x2F;Course_of_employment" rel="nofollow">https:&#x2F;&#x2F;en.wikipedia.org&#x2F;wiki&#x2F;Course_of_employment</a>

I would believe that in certain situations in certain jurisdictions that would be possible.

why go for something like murder and not the widespread ip violation crimes such as using ideas from patents but hiding that you ever saw that patent (why do you think every company has rule against discussing patents on  email?)

I actually might sign a contract like that.  Most (all?) of my projects tend to lose money.  This would make me more successful, not less.  :)

Or if the employee made something that made a net-loss. We only hear the company knocking on the employee&#x27;s door when the employee is earning a profit.

As a thought experiment, for people who agree with the idea that a company &#x27;owns&#x27; all of the thought-output of an employee: Why should that mean only the valuable IP, and not _all_ of the thought-output, including the unpleasant parts. If an employee commits a pre-meditated murder, should the company be liable, as a partial &#x27;thought-owner&#x27;?

Nice. I worked for an independent game studio once that wanted to own all IP for any sort of multimedia anything, since they were contract based and sometimes had to do other work besides just games if the client requested it.Also they wanted IP rights for pretty much any ideas we had, including off company time, with the justification that we could come up with ideas to improve a game we were working on at any time, and also because the studio had a &#x27;everyone can contribute to game design&#x27; mentality and we&#x27;d all be involved in design meetings from time to time. Which is technically true, but seemed so draconian.I almost didn&#x27;t take the job because of that clause, and I didn&#x27;t publish anything during my time there. At least the people there were cool, though, and I still keep in touch with some of the people I worked with there, including the company president, who&#x27;s actually a really nice guy.

That is excellent! It also has the nice benefit of keeping developers &quot;on the island&quot; by continuing to use, learn and extended in house libraries.

I work at a fairly large independent game studio and there is a similar arrangement with the developers here. The studio has developed a framework of Unity extensions that aren&#x27;t open source, but that the developers are free to use in their own side projects without having to cede any ownership back to the studio if&#x2F;when their game is released.Even the fact that game developers are allowed to create other games outside of work, potentially with other non-studio teams is a super nice perk of working here.

&quot;...As long as the work isn’t related to GitHub’s own “existing or prospective”Very good and very honest.

It&#x27;s nice that they explicitly spell this out. I&#x27;d personally still be leery of running personal projects on company time&#x2F;property, simply because of the &quot;existing or prospective products and services&quot; clause; it&#x27;s amazing how many products and services large companies are prospectively looking into.The cost of not using company hardware or time is that of a laptop and working outside your &quot;9-5&quot;; simple insurance against the potential costs.

no, there never was any suing, but trying to adhear to the contract I signed was just impossible. Everywhere you looked you were using a company resource somehow.

I seem to recall being really careful with a usb drive to move everything to from laptop but it was all insane. No one wanted the code I was writing and making me jump thru all those hoops ruins the creative process. Bravo GitHub. This should be a new standard.

Beside your point, did you happen to use their wifi?

When I was an employee of BizRate&#x2F;Shopzilla in 2005 I would take my laptop downstairs to my car parked in the company parking garage, and code on my personal project for exactly 1 hour from 12-1 my lunch break. But the laptop was charged with electrons from shopzilla&#x27;s office plug and the parking garage turns out is still technically on the company&#x27;s property.

Here&#x27;s the repo, hosting the documents - <a href="https:&#x2F;&#x2F;github.com&#x2F;github&#x2F;balanced-employee-ip-agreement" rel="nofollow">https:&#x2F;&#x2F;github.com&#x2F;github&#x2F;balanced-employee-ip-agreement</a>

Looking at the alcatel case and github agreement, i think even alcatel made employees sign an agreement like this, they would have right on Brown&#x27;s idea.

At all the companies I&#x27;ve run I always allow engineers to work on personal projects on personal time and have never cared if they did it on their work laptop. The only time I can see a hands off IP agreement being an issue and is when the project is commercial, in the same space as our product and is cannibalizing the company&#x27;s user base which it seems Github has allowed in it&#x27;s IP agreement. I&#x27;ve never tried to get a lawyer to work similar language into an IP agreement so I&#x27;ve just eschewed them entirely. Looks like we may have to get one if we decide to go after funding. Does anyone think sensible terms like ones used by Github will suffice for VCs or do they all want the draconian &quot;all your thoughts are belong to us&quot; IP agreement I&#x27;ve seen commonly thrown around?Hopefully articles and practices like these will continue to become more commonplace and influence the current VC dogma.

This is really cool of github. I&#x27;m impressed with this and can imagine this makes them look more attractive for future employees!

As a systems researcher, this is definitely something I would consider. Do you know of other European countries with similar policies? In the UK the situation in most universities now is that the university owns everything. Previously Cambridge I believe gave a large share to the academic, but this was dispensed with&#x2F;reduced in the face of considerable protest.

I&#x27;m a lecturer&#x2F;prof in Sweden and we have had this law for years. We own all our own IP. In other top tier Universities around the world the norm is that the university takes 20-50% of the IPR&#x2F;equity. Needless to say that we are very happy with it (lärareundantag). However, a word of caution: it doesn&#x27;t seem to make any difference when attracting top talent. My experience is that even in Systems Research, candidates don&#x27;t factor it into their decisions. They just think - UK or Switzerland or Sweden. Because of that, i don&#x27;t think it will catch on.

She was jailed for registering as a voter and voting in several elections despite not being a US citizen. Your characterization of it as &quot;crossing a wrong box on her voting form&quot; downplays the severity of what she did.

We detached this subthread from <a href="https:&#x2F;&#x2F;news.ycombinator.com&#x2F;item?id=13921849" rel="nofollow">https:&#x2F;&#x2F;news.ycombinator.com&#x2F;item?id=13921849</a> and marked it off-topic.

I agree, and I think that people should be able to make the distinction between legally correct and morally correct. (It&#x27;s very easy to make a Godwin here)Is it that uncommon to factor in the situation? I&#x27;ve heard of judges in the Netherlands who find people guilty, but give them just a small fine. Likewise, they might rule that technically, someone is guilty, but that this application of the law is not in the spirit of the law.In the US, this might be less common. However, Steve Jobs was legally responsible for Apple backdating options in 2006. He plays the &quot;Oh, I didn&#x27;t know&quot;-card and sure enough, an exception to the law can be made.However, a woman in Texas was jailed for 8 years for crossing a wrong box on her voting form. Now suddenly &quot;I didn&#x27;t know&quot; is not a valid excuse.The law is not that independent. Screwing over someone powerful is likely to yield repercussions, even if it is morally and legally the right thing to do. Screwing over someone without power mostly goes without consequences, so this happens more often.

I feel like I&#x27;m living an the twilight zone. An idea is not a scarce good! The Pharaoh is not the &#x27;Mighty Son of Ra&#x27;. A triangle has three sides.

Thank you git hub.I&#x27;m not a developer but i do code in my free time, and used company resources. and always had to jump through hoops. (doing work on my lunch hour, down times, etc, and ever affecting our bottom dollar or performance of machines).I even developed things for the company such as directories, signature generators etc.This is a great step forward for everyone, and i hope more companies adopt it.

&quot;These states already assign employees work &#x27;not using equipment&#x27;, &#x27;not resulting from work&#x27;, &#x27;not in the employer&#x27;s area of business&#x27;.&quot;This is close but no cigar:
You missed &quot; or actual or demonstrably anticipated research or development of the employer; or&quot;Which for larger companies, is huge.Admittedly though, this is the thing that employees always seem to miss in that labor code.&quot;These protections don&#x27;t help you if you&#x27;re at, say, a big 3 company with a lot of businesses. I know someone who asked in their contract negotiation at google if G could provide a comprehensive list of areas of business and G refused.&quot;Even if we had, it wouldn&#x27;t have mattered because of the above :)
There&#x27;s no way we could give a list of current research to random prospective employee.That said, it would make no sense to try to enumerate all areas of business that and keep it up to date. Instead, when we get requests, we just ask the relevant business owner.

Yeah -- this seems not to differ from the law in california &#x2F; wisconsin.<a href="http:&#x2F;&#x2F;law.justia.com&#x2F;codes&#x2F;california&#x2F;2011&#x2F;lab&#x2F;division-3&#x2F;2870-2872&#x2F;2870" rel="nofollow">http:&#x2F;&#x2F;law.justia.com&#x2F;codes&#x2F;california&#x2F;2011&#x2F;lab&#x2F;division-3&#x2F;2...</a>These states already assign employees work &#x27;not using equipment&#x27;, &#x27;not resulting from work&#x27;, &#x27;not in the employer&#x27;s area of business&#x27;.Many california-based companies will echo this language in the IP assignment section of their employment contract.These protections don&#x27;t help you if you&#x27;re at, say, a big 3 company with a lot of businesses. I know someone who asked in their contract negotiation at google if G could provide a comprehensive list of areas of business and G refused.

Not if you use company resources.
But otherwise, it looks close.Note, IME, employees have a very very very different viewpoint of what the company&#x27;s business is than the company.Google has a fairly simple (IE takes &lt; 1 week, approves 90%+ of requests) for releasing IP in the same situation github is doing this.
Most of the conflicts are when people come and say &quot;I want to build an ad auction for mobile search, and if it goes well, i want to quit and build a startup around it&quot;, and then want to argue over whether &quot;ad auction for mobile search&quot; is part of Google&#x27;s business or not.

wait. wasn&#x27;t that the law in California already?or am I thinking of non competes?

If the company wants all of your ideas, even the ones you come up with on the weekends, then they should offer you a higher salary than the companies that don&#x27;t demand that time.As it turns out, many companies do exactly this. And (apparently) their developers decided it was a fair deal. But if you don&#x27;t like that deal, that&#x27;s an entirely reasonable choice. In that case, just don&#x27;t work for such a company, even if they offer better salaries.It would be unfair to say &quot;don&#x27;t take the job if you don&#x27;t like the deal&quot; if there weren&#x27;t other options, but the fact is that there are lots of other options. There are plenty of software jobs that don&#x27;t include such clauses, especially in the non-profit and academic sector.

Companies can&#x27;t track your thinking. They can know when you&#x27;re using their equipment. I&#x27;m fine with them owning what I do with their hardware, networks, anything they pay for... but they can not own my off-time, and they most certainly do not own my mind.What I build in my offtime is mine; this is in fact where every entrepreneur starts. What you&#x27;re proposing is that all innovation should stay in the hands of the employer, and you as an employee are shackled at all hours.I know that some states have different laws in this area, but CAs are strong, and no one owns what you do when off from work and using your own equipment but you. Do not ever give up that right or we all lose.

&gt;This isn&#x27;t really the _reason_ that companies have these kinds of policies thoughI think it&#x27;s fair to say that there are multiple reasons. The one you listed is definitely one of them. Joel Spolsky wrote about this a few months ago:<a href="https:&#x2F;&#x2F;www.joelonsoftware.com&#x2F;2016&#x2F;12&#x2F;09&#x2F;developers-side-projects&#x2F;" rel="nofollow">https:&#x2F;&#x2F;www.joelonsoftware.com&#x2F;2016&#x2F;12&#x2F;09&#x2F;developers-side-pr...</a>

&gt; When a savvy software company hires someone, they understand that [thinking deeply about a work problem, even during nights and weekends] is how developers operate.This isn&#x27;t really the _reason_ that companies have these kinds of policies though... Ultimately companies have a legal problem of sorting out what they own from what they don&#x27;t. This is especially important when the company sells it&#x27;s assets. The default&#x2F;simple approach is to try and &quot;own everything&quot;. (Not saying this is good for employees, but it is simple for companies.)

&gt; But if we don&#x27;t acknowledge the basic facts of the situation, then we aren&#x27;t negotiating in good faith.Don&#x27;t put the bad faith on the side of the employees when the contract goes &quot;we own everything you do while employed, anywhere, anytime and forever&quot;.

I think about work problems that way, but I think the same way about my side projects.I don&#x27;t know exactly what my contract says about side project IP but I&#x27;m assuming it&#x27;s a vanilla &quot;we own what you make on company time and&#x2F;or relating to company business&quot;.I have zero problems with that.What would the alternative be from the perspective of my employer? Assuming they own the game I make on weekends because I&#x27;m an employee? Or hoping that because they pay me so well, I&#x27;d spend any time coding on evenings doing stuff that benefits my employer?Of course I think about my side projects while working, just like I think about my work problems at home, or my family while working. It&#x27;s hard to imagine not doing that. I work 8 hours per day and if it&#x27;s interesting work I might think about it in the evening. But no compensation would make me an employee in my spare time.

&gt; We&#x27;re paid to think deeply about challenging problems.Some are; some aren&#x27;t. Some are working on CRUD apps.

Look, this is nice for github employees, but it&#x27;s worth noting that this is not an easy decision for all companies to make.We (developers) aren&#x27;t like factory workers cranking out widgets by the hour. We&#x27;re paid to think deeply about challenging problems. For me, that means chewing on a problem for a long time, often when I&#x27;m not at work. Honestly, when a problem is challenging, I can&#x27;t get it out of my mind. I&#x27;m thinking about it, at least a little bit, on the weekends -- heck, maybe even while I&#x27;m sleeping. And those are the problems I enjoy the most.When a savvy software company hires someone, they understand that this is how developers operate. They will offer handsome compensation because they expect this.Ultimately, competition for your thinking time is a zero-sum game. If you&#x27;re working on a hard problem at work, you might think about it at home. Similarly, if you&#x27;re working on an interesting side project you might think about it at work. You can&#x27;t help it.That doesn&#x27;t mean companies should never allow side projects at all. There should be room for negotiation. But if we don&#x27;t acknowledge the basic facts of the situation, then we aren&#x27;t negotiating in good faith.

Too much hype. I think they just did it because GitHub.com counts towards company resource.

Issue were the lawyer looked at this <a href="https:&#x2F;&#x2F;gitlab.com&#x2F;gitlab-com&#x2F;www-gitlab-com&#x2F;issues&#x2F;861" rel="nofollow">https:&#x2F;&#x2F;gitlab.com&#x2F;gitlab-com&#x2F;www-gitlab-com&#x2F;issues&#x2F;861</a>

Kudos to GitHub for doing this. We had a lawyer look into this a long time ago and they said it wasn&#x27;t possible. They managed to do it. We&#x27;ll consider adopting it in <a href="https:&#x2F;&#x2F;gitlab.com&#x2F;gitlab-com&#x2F;www-gitlab-com&#x2F;issues&#x2F;1225" rel="nofollow">https:&#x2F;&#x2F;gitlab.com&#x2F;gitlab-com&#x2F;www-gitlab-com&#x2F;issues&#x2F;1225</a>

The company I currently work for sadly claims all IP. Not just the things I do for the company but all IT related stuff I do in my free time and even all non IT related things. I could write cook book and it would belong to them. I tried to get that changed but they were only willing to cede IP rights to non IT related products but will still remain a usage right. At least they are willing to transfer all rights to coworkers or me if we ask them to do so for a private project. But even though they seem willing to grant exemptions I&#x27;m put off by such contracts. At the end of the day only the contract matters and good will does not.

In theory, functionally important language should be uncopyrightable.This is the same world of theory in which software is not subject to copyright...

Contracts theoretically could be protected by copyright. However, we reuse so much of the functional language that it would be difficult to prove that a given contract is sufficiently transformative to merit protection. One exception is that heavily-annotated firm templates and file memos. I would be more cautious about sharing a detailed, annotated template from a previous employer.Some large firms in fact do require associates to sign covenants. In particular English firms seem to do this a lot. I consider it to be unethical, as it is anti-competitive and runs contrary to the interests of clients, who should remain free to select the lawyer of their choice (even a disloyal employee of their previous law firm).

I&#x27;ve had a similar question about the validity of free software licenses that only permit verbatim redistribution, and whether it&#x27;s possible to use ideas from such a license in another license.  The idea of a license being under a license just seems alien to me.

Two points:First, even if you are able to borrow functional language from a contract without infringing someone&#x27;s copyright, that doesn&#x27;t make it a good idea. Heroku&#x27;s terms were written for them and their specific business risks, governing law, etc. Your own PaaS business may have different requirements. And copying wholesale probably is infringement.Second, by &quot;IP free zone,&quot; I&#x27;m talking about people&#x27;s attitudes and behavior towards the materials they borrow from--that certainly doesn&#x27;t express a legal conclusion about it or mean what they are doing is not infringement.

If you look at website Terms of Service etc., you&#x27;ll see that there&#x27;s huge amounts of copying between firms which compete with each other.

You are answering a big question of mine: &quot;If I launch a PAAS product, am I allowed to copy Heroku&#x27;s terms of use?&quot;. Seems like it&#x27;s covered by copyright but it&#x27;s IP-free zone, although &quot;IANAL&quot;...On the other hand, it would be a headache if contracts were covered by copyright: If your competitor adds a clause to their contract, can you add the same clause if it&#x27;s covered by copyright, or are you forever banned from adding this clause? Would someone file a patent on &quot;Using contracts to limit the liability against customers&quot;, for example?

&gt; stringent, professional forensic examination for remnants of markingsDon&#x27;t doubt it&#x27;s possible, but might be a little trickier than you suspect. My old firm, as a matter of course, installed software on our laptops that stripped all sorts of metadata from outgoing documents. It was actually really annoying since &quot;tracked changes&quot; in MS Word got removed too.

Wow, that&#x27;s...really something. I do have a bit of a quibble with one of your assertions though:&gt;It would not even be possible to ascertain the original authorship of most form contracts that cross my desk.I highly doubt this statement is true if given Documents X, Y, Z et al are given stringent, professional forensic examination for remnants of markings. Maybe not every single one, sure, but enough in a Universe A of legal examination would, I firmly believe, uncover quite a bit more than meets the eye.My point is that what you&#x27;ve noted is not an &quot;IP-free zone&quot; it&#x27;s simply an un-tapped market for &quot;fiscal compensation by way of derivative IP torts&quot; - once the financial motivation is strong enough and there&#x27;s evidence that can be garnered to show willful infringement...IP rights don&#x27;t just go away because nobody is pursuing them.If the Prenda Law fiasco can serve as a Gutter Dweller example of IP enforcement, this is a much more clear cut, deep pocketed scenario that should give every single law firm pause. As much as I&#x27;m entertained by cannibalistic feeding frenzy behavior, Law Firm Representing Law Firm(s) vs. Law Firm(s), would, no doubt, be a basic drain on an already over-burdened legal system.TL, DR: Never underestimate the temptation for tort cases when there&#x27;s a large pile of money at stake

&gt;I&#x27;ve been trying for a long time to alter the common perception that Realtors add value; they don&#x27;t.I don&#x27;t know anything about the law so I hire a lawyer I trust. I don&#x27;t know anything about buying a house so I hire a realtor I trust.

Nit: one fell swoop. It&#x27;s from Macbeth.

&gt; I&#x27;ve been trying for a long time to alter the common perception that Realtors add value; they don&#x27;t.I&#x27;ve heard this before, but when we bought a house, our realtor added a ton of value.She went out and found houses that we wouldn&#x27;t have found; sure, most of them came from MLS, but there were a few she found just by driving by or by asking fellow agents. She even triaged a couple for us (by going to look at them without us once she had gotten a sense for what our common feedback patterns were, and only making us come along when she thought it was worthwhile).She pointed out things we would have never noticed, like windows that had condensation around the edges, which indicated the seals were bad and that when the seals on one window were going out, it was likely they were all on their way out. She&#x27;d point out cracks that we didn&#x27;t notice or water stains (acknowledging she&#x27;s not an inspector, but it certainly gave us things to ask the inspector about). She noticed when parts of the yard looked worrisome in how it was eroded or angled toward the house. And she could usually estimate for us off the top of her head what things would cost to fix, replace, remodel, or update (or she had someone she could call to ask for an estimate if she didn&#x27;t know).EDIT: She also put pressure on the lender when they were delaying the mortgage approval, did all the negotiation on our part with the selling agent, followed up with the sellers to make sure they did all the fixes our inspector found and were put into our contingencies. She also figured out what to do when she reviewed the contractor receipts and found out they had lied about fixing one of the things in the contingencies on the morning of the closing to make sure the deal didn&#x27;t fall through, as well as how to resolve the issue that the sellers had left a giant moving pod blocking the driveway&#x2F;garage and went on vacation the day we took possession of the house.I suppose I could imagine buying a house without her if you had the experience, but there&#x27;s no way we even came close to matching her years of experience.Of course, most of the people I talk to have said their experience was nothing like ours. But it makes me think that the problem isn&#x27;t that realtors bring no value to the table, but rather that maybe there just aren&#x27;t very many good realtors.

Every time I buy or sell a home, I&#x27;m very thankful that one of my friends has a realtor&#x27;s license. None of that 7% BS. None of the dumb games they play. How it came about that the services of two realtors was worth $35k on a $500k home is beyond me. Especially in this day and age, where we all just look online and tell our realtors what houses we want to go to. Half the work they used to do is now done by the client.

As someone looking to purchase, thank you for this tidbit.

What does everyone think about Homie and how they try to tackle this with a flat fee?<a href="https:&#x2F;&#x2F;www.homie.com" rel="nofollow">https:&#x2F;&#x2F;www.homie.com</a>

Sold my apartment myself without involving realtors. They wanted what amounted to 10% of what I made on the sale.It was a bit of work getting everything right, but it was well worth it.

Keep in mind there are also different types of realtors. Commercial, hard (private money), etc. My mom has owned a mortgage company for decades, but her business is about connecting a network of private investors with borrowers that can&#x27;t get conventional loans. The value she adds is not just in connecting these people, but also in making sure she matches the correct risk and reward based on the borrower and investor. An example of the deal she might broker would be a contractor that has a plot of land he&#x2F;she wants to develop or buy and develop into a few houses (e.g. 4-6 houses). A conventional loan may not be possible (it may be viewed as too risky), but private money may fund such a deal at something like 10% APR (expected to be paid off within a few years at most I expect), but the risk is in whether the people borrowing can be trusted to finish on time and within expected costs, and that&#x27;s something you learn from experience dealing with the people and industry over time.In a perfect world, some wealthy doctor could just pick someone to invest in and do so, but in reality it&#x27;s generally a network of 3-6 investors all putting a portion of they money into a deal, and the borrower has done this multiple times over the years as well. Coordinating that takes experience and contacts.

I just bought a house, and I will say, I&#x27;m glad I had a realtor guiding us. Because I am the buyer I had to pay her nothing, she just gets her 3% - 6% on the sale, and honestly I have no idea what that number is. The seller pays.That being said when I sell, I definitely do not plan on using a realtor. As you said, it&#x27;s super easy to sell online and I agree. I even found the house I bought without the realtor, we literally just said &quot;we want to see this house.&quot; What she did provide was insight into the market, the area, she showed us comparable houses, explained the history of the builder, etc. This is where she brought value.In selling a house, the only value they bring is customers. That usually (car sales, medical sales, etc.) is a percentage of sale type of transaction. So, to me it appears fair to give them a percentage. If you choose not to use them, you can!Unfortunately, I believe in the state I am moving to I am required to pay for the buyers realtor (although I am not 100% sure). That&#x27;s typically 6%, but technically, I don&#x27;t have to sell to them. Sooooo I can negotiate and work with them to get say 3%.

You can hire a lawyer and pay a flat fee for labor if you want to avoid the percentage comission model.  There are also discount brokers out there that take less.  That can work if your more DIY about buying and selling houses.

&gt; and anybody that tells you that you can&#x27;t negotiate to create your own contract for a deal should be prosecuted for coercionAs long as you can decide not to sign it, it&#x27;s a negotiation. Pretty shitty and one-sided negotiation, but still negotiation.

People suck at negotiating.Last time I did a buy&#x2F;sell we did a deal with the real estate broker where we paid her $1000 upfront (0.5%) to sell the house for a 3% commission vs 7%. The trick was we gave her 60 days to sell the house exclusively without going on MLS, and she would credit the $1000 after 60 days if it sold on MLS (which means she gets almost nothing).

Check out OpenListings. They&#x27;re giving buyers a big chunk of the buy-side realtor fee to use how they see fit in the negotiations: <a href="https:&#x2F;&#x2F;www.openlistings.com&#x2F;" rel="nofollow">https:&#x2F;&#x2F;www.openlistings.com&#x2F;</a>(Am an investor)

The result is that contract forms have become a sort of IP-free zone.Exactly. One of the sleaziest tricks used by Realtors (most Realtors are not lawyers) is getting clients to sign their forms: their terms usually have the word &quot;percent&quot; hard-coded into the contract. Rather than opening the door to hourly or fixed dollar amounts, they insist that their forms are the &quot;standard&quot;. I heard one recently say in a public forum that banks &quot;require&quot; these specific forms that only Realtors have... this is a total lie, and anybody that tells you that you can&#x27;t negotiate to create your own contract for a deal should be prosecuted for coercion.I&#x27;ve been trying for a long time to alter the common perception that Realtors add value; they don&#x27;t. They take value out of transactions -- equity that&#x27;s taken literal years to build up -- gone in one (fell) swoop. People need to be way more aggressive in their negotiations with real estate salespeople, and it all starts with the contract.This is still a small, WIP, side project (free, open-source contract templates); however, you can get the idea: <a href="http:&#x2F;&#x2F;ecosteader.com&#x2F;docs" rel="nofollow">http:&#x2F;&#x2F;ecosteader.com&#x2F;docs</a>

It&#x27;s not just enforcement that matters though. The threat of enforcement is far more common and has come up at every company I&#x27;ve worked for. That ends up creating a tense environment for employees in a similar way to how a criminal feels when they&#x27;ve committed a crime, but have not been caught. The threat of life-altering damage is a huge stress to carry.

When IBM Watson bought Blekko we had to produce an IP assignment for 100% of the people who had ever worked on our IP. Elsewise, how would IBM know that they were actually buying something?

It&#x27;s also interesting how infrequently this is actually enforced by employers. Outside of extreme cases (like the current waymo&#x2F;uber litigation) I&#x27;ve never heard of it being enforced -- even when it&#x27;s pretty obvious that IP was transferred (e.g., foursquare &#x2F; dodgeball). I feel like it&#x27;s in there because it always has been. I thought about removing it for my new business, but I&#x27;m worried about diligence issues if I end up raising more money or selling. At GitHub&#x27;s scale that&#x27;s less of a concern.

How much of your work can be rightly patented?I imagine these sorts of agreements prevent employees from developing something in the due course of their work, patenting it, then charging the company for the use of the work they were already paid for via salary. I.e., it&#x27;s a simple protection against extortion.

Want to drop me a note (see my HN profile). I&#x27;ve done these ancestor maps in the past in other cases, and have some ideas.

As an FYI, I&#x27;ve been interested in a similar approach. So far bioinformatics techniques seem to be the best fit.You may want to take a look at libraries that provide BLAST or Clustal&#x2F;MSA Analysis capabilities, then tinker a bit. From my experience, wiring those tools to a separate visualization suite provides the best results.

I am the founder of Datalanche, a search engine for SEC filings [1]. We have spent a lot of time text processing filings and I would be happy to discuss all the tools and gotchas. Unfortunately it is a longer conversation than what makes sense in an HN comment. If you would like to discuss, please contact me at rpedela@datalanche.com.1. <a href="https:&#x2F;&#x2F;www.datalanche.com" rel="nofollow">https:&#x2F;&#x2F;www.datalanche.com</a>

that&#x27;s good to know, because when we started up, we completely pilfered all of our licensing, partnership, service level, and disclosure agreements from competitors.

If you have access to Intelligize through your firm, their product is excellent at parsing and tracing contract provisions in public filings.Source: Not a representative of Intelligize, but I&#x27;ve used their product quite often at my firm.

&gt; The result is that people treat contract forms as-a sort of IP-free zoneI thought contract forms are automatically exempt from copyright.

I work at a large law firm that represents a lot of software companies. Our standard employee agreement forms have the usual default (company owns everything you create with its resources or that relates to the scope of your employment).This default has always amused me because lawyers never sign these kinds of agreements with their own law firms. We spend most of our time writing contracts, memos, and other bits of work product that, in theory[1], are protected by copyright. Ethics rules and professional norms also give the clients rights in the work product they pay us to produce. A firm&#x27;s partnership agreement might address this too. But most firms don&#x27;t even try to address who owns the underlying IP rights.Moreover, it is extremely common for partners moving between firms to take all of their forms with them. The result is that people treat contract forms as-a sort of IP-free zone. It would not even be possible to ascertain the original authorship of most form contracts that cross my desk.Historically, this hasn&#x27;t mattered because law firms charged for hours worked. It will matter a great deal if firms shift toward offering more automated products that can be sold outside the billable hour.[1] As with source code, there&#x27;s also uncertainty about which aspects of a contract are expressive and which are purely functional. Only the expressive parts are protected by copyright.Update: one project I&#x27;ve had in the back of my mind is to illustrate this point by crawling the SEC&#x27;s EDGAR website and tracing the &quot;genealogy&quot; of bits of contract language in public companies&#x27; filings. (Companies need to file certain &quot;material agreements&quot;). If anyone has some suggestions for good text processing libraries that can help with this tracing, I would love to hear about them.

This post is about the IP right to that work, not whether your company allows you to work on personal projects.

I work at Wolfram Research (The company that makes Mathematica and Wolfram alpha). Our company also supports and encourages employees to work on personal projects. We are also allowed to responsibly use (not draining bandwidth running games all night or run bitcoin miners) office resources for personal projects.

My last company was a acquired by a company based in California. Under CA law, you are entitled to your own IP if done on your own equipment. So, I had a separate laptop. The employment agreement had a clause where you were to list all of the IP that you had owned. But, it was ambiguous about whether I was retaining ownership or turning it over to the new company. So, I asked their legal: am I listing what&#x27;s mine or what&#x27;s yours? The reply was an ambiguous &quot;yes&quot;. I quit after 1 day. A colleague, with the same issue lasted for a month.

Hmm, the impression I got from the training video I watched was that it would be unlikely for Google to approve your outside project most of the time. But maybe it was just the way the specific presenter worded it.

When I was at google they said &quot;we have a standard contract we&#x27;ll most of the time be happy to sign that says we claim no interest in your outside project. Submit your project here and we&#x27;ll get back to you ASAP&quot;.They often put out memos about the types of things that were not okay and later when they were ok. For example then they were exploring games in google plus back during the Farmville crazy they said &quot;Sorry but for the time being no games please .. unless of course you want to make open source demo games for our APIs&#x2F;Platforms&quot;. A year or so later they said &quot;okay, games are fine now so feel free to submit to get your contract signed&quot;The best thing about that is there&#x27;s no ambiguity because you have a contract for your project. Github&#x27;s policy is awesome but you&#x27;re still at their mercy if you thought your side project was unrelated but they happen to think it is. In fact the larger any company gets the more likely you don&#x27;t know all the things being worked on. A contract for your side project clears that up.

Wow, that&#x27;s really nice. At Google, they basically told us, &quot;There&#x27;s the standard IP rule where you own anything that you work on in your own time that doesn&#x27;t compete with our business... Of course we pretty much do everything, so good luck finding something that we can&#x27;t claim.&quot;

One of my clients* is a fashion startup here in Zurich. The founder started his computer vision startup with material he discovered during his research at the ETH.He had to pay only a quiet low sum to get the IP. The sum was measured by how long it would take him to transcribe (literally type) the algorithms out of his head.(*I run a tech recruiting agency; happy to help people who want to move to Zurich.)

Good on Github. Not all companies will even make small concessions in this realm so I applaud them. I&#x27;m hesitant to write this but there are some false comments specifically about my employer in this thread so I will.I work for Microsoft and our policies are draconian. They of course make the standard claims of anything created on their hardware, using their software, or transmitted on their network. But to be exempt from their IP claim it also cannot be related to Microsoft business, or &quot;anticipated business, research or development of Microsoft.&quot; Which of course is everything in the software world. It makes it particularly difficult since we&#x27;re supposed to evangelize their stack and toolchain. But because of these policies I pay out of pocket for my own hardware, dev tools, as well as exclusively use GCP&#x2F;AWS.They do have a program they&#x27;re very proud of where they let you use software you&#x27;re given as an employee if you&#x27;re developing an app for the windows store, but it&#x27;s so vague as to be legally useless.Take this for what you will.

This just sounds sensible. I know how companies in general like to think about this but I just don&#x27;t understand that.If I had a company, I&#x27;d ask my employees to solve problems and write software that the company needs to sell products or service. I&#x27;d pay them to do that and give them the necessary tools to do their work. When they would deliver, we would roughly be even.Now, if an employee is doodling some code of his own on the laptop given to him by my company, why would I care as long as he will do the things the company asked him to do? If he was doodling on his own laptop the company laptop would just be unused. A laptop doesn&#x27;t effectively wear out because of personal use. In effect, when it comes to software engineering I would be paying for results.For reference, in auto shops the mechanics can often use the company tools and facilities for personal evening&#x2F;weekend projects or repairs. That&#x27;s because the shop is closed anyway and the shop doesn&#x27;t consider it a loss if their employee is fixing his own car, or his wife&#x27;s car, or friend&#x27;s car, during after hours.I understand why companies require their employees to not do the same work for competing companies or for free. That would be like letting the employees cash in twice for the same solutions, and contributing to the competition.But trying to own what employees might do with company computers on their spare time doesn&#x27;t make sense, much less trying to own what employees might think on their spare time.If such a rule is enforceable an employee who did get a profitable idea not related to his line of work would just keep his mouth shut, quietly resign and slow-start a company of his own or sell the idea to some other company. Nobody would be so stupid anyway as to invent something while being bound by a possessive employment contract, and then bring it up just to tranfer the IP to their employer for free. On the other hand, if the employer is reasonable and doesn&#x27;t try to own the idea it&#x27;s much less of a hassle to make a deal with them and continue with the current employer and letting both parties profit from the idea.

This makes sense for Github (and probably for a lot of other software firms). I mean if you hire people to write code and be creative it doesn&#x27;t make sense to turn around and create demotivating conditions upon their writing code and being creative...there are good constraints and bad constraints and constraints that create an inherent split between a person&#x27;s best code and what they do for money is not a good constraint. For people motivated to make stuff outside of work, a separate laptop creates a physically different context for &quot;what I care about&quot; and &quot;how I pay the rent&quot;.There are probably businesses where it might make sense to have IP policies: perhaps those with huge infrastructure costs like the automotive industry. But for industries where the trend is away from patents and licensing, trying to own all the IP does not have much economic value.

Well done GitHub,  I&#x27;ve had some nasty documents thrust upon me in the past in which effectively gives a company claim to anything you create, even if not company used property.  Was post employment contract so I refused.  This is turning the tide and frankly I applaud it.

This was the opposite for my anecdotal experience. All the small companies (20-200 people) wanted to own everything you produced. Even on your personal off hours time.The larger companies I worked for didn&#x27;t care so long as it doesn&#x27;t directly compete with the flagship product.

I have to be honest, I&#x27;m surprised this is seemingly such a rare thing in the tech industry. I mean, in the various (admittedly small) companies I worked for as a web developer, I never had anyone worry about what I was doing outside of work hours. Heck in most cases they explicitly said I could do what I wanted outside of work and that if it made money... well good for me I guess.But hey, they were small companies. Usually with a total staff count until 20. Guess it must be totally different at a multi national corporation with an actual legal team on call and what not.

From the article:&gt; As long as the work isn’t related to GitHub’s own “existing or prospective” products and services, the employee owns it.It&#x27;s strange this statement isn&#x27;t getting much attention. This sounds like one of those catch-all type of clauses which allows Github to go in any direction they want and potentially still claim your work is their IP in the future. I&#x27;d have to read the contract to be sure, of course.Whether they would do that is another matter. Probably not. Maybe another company that adopts similar policies would though.If you&#x27;re going to be building a company while working at another, I think it&#x27;s more safe to just use your own time and property so there is definitely no claim (assuming your contract doesn&#x27;t have one of those nasty clauses saying the company owns everything you work on while employed with them).

When I was an employee at Salesforce.com, their legal department claimed my pre-existing AppExchange app potentially conflicted with their future product roadmap and asked me to relinquish ownership of the app within 90 days.My Lawyer advised me that a &quot;fire sale&quot; of the assets would make Salesforce liable for the difference in devaluation. So I stood my ground and kept the IP.Claiming prior art as competitive is a different stance than claiming ownership, but it ultimately resulted in terminating the relationship.The irony was that I drank the Salesforce start-up Kool-Aid and developed the IP on their platform prior to joining.

The opposite of that shouldn&#x27;t even ever be on the table. Ridiculous that this is looked at as something special, only in USA.

My father was extremely careful about this when he wanted to start his own company. He quit his large corporation, and then worked at much smaller company until what he wanted to do solidified in his mind. He was extremely scrupulous about not using company issued materials to do anything.

Thank you Github for being so smart and awesome! I have more respect for Github, now!For those who disagree, saying but why?, how?, the company owns that time...Programmers should get paid for their contribution to a project! Not for their time!For the love of sanity, in software, there is no correlation between the time you put in and your output! Someone&#x27;s input about how to solve a specific problem could be more powerful and important than my 40&#x2F;week of programming for a year (solving it the wrong way)! And those who disagree are topically the ones who measure the progress of a project by number of lines of code!This policy motivates the hell out of the employees and also can attract smart developers who have other projects! And, you want to hire those who have other projects!!!

Put less brusquely, though, it sounds like what most early-stage startups (fairly) expect. At that stage, working long hours is usually part of the deal, and you&#x27;re probably getting big equity and a substantial chunk of their last round. It would be a little weird if you had hours of free time for personal hacking after that.

Any company that expects you to work long hours, which is majority of SV startups, is exactly like that.

&gt; Now that you mention it, I&#x27;m not sure I want to employ someone who uses their creative energy for anything except the company&#x27;s business.I don&#x27;t think I&#x27;ll ever understand that attitude. If you&#x27;re a founder, the business just may be the work of your life. To expect the same level of dedication and obsession from your employees is utterly obscene.If you&#x27;re lucky enough to find someone who genuinely feels that way, great. But to expect or even demand it should never be the case.

I wouldn&#x27;t ascribe malice.  Most companies usually do it because the it&#x27;s the safest way to avoid a legal fight.  The more detailed and convoluted the contract becomes the more expensive and time-consuming it becomes to adjudicate.  How do you decide whether a &#x27;side-project&#x27; is related or unrelated to the work?  It&#x27;s easy to point out obvious cases.  (E.g. &quot;I&#x27;m a coder and I design a mini golf course for my buddy&quot;)  but the reason why a company institutes these rules is not to take possession of your IP in these cases.

It&#x27;s not thuggish. It&#x27;s merely a bad deal. It&#x27;s a bad deal for the company too, since they will have to compensate people more for their level of skill in order to make up for it. It&#x27;s also ridiculous of the company to think of creativity as zero-sum like that (e.g. what if he watched TV instead? Now no one benefits), but even if it was, creativity on personal projects is of asymmetric value -- the employee no doubt cares more about that time than the employer could plausibly benefit from it -- so it&#x27;s an especially inefficient thing for the company to negotiate for. All this suggest the employer was being dumb and missing out on a hire for no good reason.Dumb but not thuggish. In fact the view that it is thuggish is feudal, since it implies that the employers are lords handing out favors and punishments to their subjects below, and thus have a duty to be fair and compassionate about it. But the employer is really an equal at the negotiating table. Some people argue that capitalism can be coercive in the relevant way (a point I have no wish to argue for or against here), but it&#x27;s demonstrably not true in this instance, since Braithwaite was able to walk away from a crummy deal. No doubt the employer was worse off for it. That&#x27;s how it&#x27;s supposed to work.

&gt; Now that you mention it, I&#x27;m not sure I want to employ someone who uses their creative energy for anything except the company&#x27;s business.What a thuggish company, with such a feudal view of its workers! Hopefully most companies understand that they don&#x27;t own their employees outright.

The founder and I mutually agreed that there was no further value in negotiating my employment. So no, there was no modification.

It wasn&#x27;t explicitly stated, but the founder did not agree to modify the IP clause?  I&#x27;ve had the experience of checking an IP clause and insisting that the founder modify it and coming to an agreement.

Thank you for saying so. It means a lot to me to hear from people like you.But remember... I may have pointed the way, but you walked your path :-)

Man, thank you for being courageous. Your writing has changed my life and choosing differently in that moment would have restricted my life.

Was it Joel Spolsky? <a href="https:&#x2F;&#x2F;www.joelonsoftware.com&#x2F;2016&#x2F;12&#x2F;09&#x2F;developers-side-projects&#x2F;" rel="nofollow">https:&#x2F;&#x2F;www.joelonsoftware.com&#x2F;2016&#x2F;12&#x2F;09&#x2F;developers-side-pr...</a>

I&#x27;d counter with attempting to reclassify as non salary exempt. Most IT work isn&#x27;t salary exempt and thus as I am perpetually &quot;on call&quot; I have to be paid for every second since I started working for you.

It never fails to astound me how such a perverted interpretation of the law can go unregulated.In the past people would coerce you into doing things by surrounding themselves with big strong men. All that&#x27;s changed is the now they surround themselves with suits and it&#x27;s supposedly legal.

&gt; owned every single second of his existenceCool, so I get all those years of back pay with OT. Feel free to deduct the $10k royalties from the hundreds of thousands you owe me. Every time I thought about music, wrote music, played or practiced music, I was on the clock the entire time. Thanks!

&gt; The fact that it was the founder is just...wow.Eh, I can see it. Any company where potential new hires directly negotiate with the founder is one where the founder is waaaaaaay too hands-on for comfort. A founder who&#x27;s that involved in the day-to-day is likely to be exploitative.

The thing is, my company probably doesn&#x27;t want my side projects. I&#x27;m not just a programmer; I make music, photography, art, etc. If they owned that stuff, it would just wither away in a dark corner because they wouldn&#x27;t have any use for it.Now extend that same concept to programming: I make games and digital interactive art in my spare time too. Should I really be forced to give it to my company where they will promptly throw it in the garbage? Or should I be allowed to make it and share it with the world independent of my corporate life?

&quot;Now that you mention it, I&#x27;m not sure I want to employ someone who uses their creative energy for anything except the company&#x27;s business.&quot;Wow. That statement alone tells you everything you need to know about that person and what kind of manager they are. The fact that it was the founder is just...wow. Since it was the founder, if I was in your shoes I would have asked this fool if they took that same approach when they ever worked for someone else - that they never did a single thing that was creative outside of work. Yeah, we know the answer.Also - &quot;We&#x27;d never exercise that right. But we reserve the right.&quot; Don&#x27;t believe that for a minute. My father once worked for a fortune 500 financial company (but he was an IT person) and his hobby was music. He self-produced an album. A little while later they let a bunch of people go who were all 40+. He declined their package so that he could sue them for what was clearly age discrimination. That company then tried to claim that everything he did in his free time was owned by the company and they counter-sued him for royalties related to album sales and public performances. Keep in mind his contract did not include any of the draconian language like what you turned down. The only thing it said was that he was an &quot;on-call&quot; employee who needed to make sure he was available on short notice for systems-related emergencies. So they used that to say that because he was &quot;on-call&quot; they therefore owned every single second of his existence.You can&#x27;t make this shit up.

My response to that would be something along the lines of:&gt; &quot;Fine, a standard salary is based on an assumption of working ~40 hours per week. You want me to work 168 hours per week. That, with factoring in opportunity cost, means my salary demand for that scenario is $6,000,000.00 &#x2F; year. Sign here.&quot;

I&#x27;d like to know why my comment was downvoted, none of what I laid out is false.

what you do on your own time with or without company resources is yours. too many armchair lawyers on HN trying to spread FUD and scare employers.As long as you don&#x27;t compete using their code, everything is fair game.Such bullying lawsuits would irreversibly damage the credibility of you and your organization.

what kind of fucking psycho answers something like that. It always amazes me the horror stories I hear on this site

Once upon a time, I was looking for a job, in straightened circumstances. I found a so-so match, and since I was in danger of missing a mortgage payment, I decided to accept their offer. Pragmatism and all that.Well, I went in and picked up the documents, and told them I needed to read them before signing and returning them to the company. I looked at the IP clause, and it said the company owned anything and everything I created or invented while an employee, in any field of endeavor.I called the founder to renegotiate.&quot;What if,&quot; I posited, &quot;I write a blog post. The way I read this, the company owns the copyright on my blog post.&quot;<pre><code> &gt; Yes.
</code></pre>
&quot;Or if I take a video of a climbing trip, the company owns that video.&quot;<pre><code> &gt; We&#x27;d never exercise that right. But we reserve the right.
</code></pre>
&quot;Well, I&#x27;m not sure I want to agree that anything I create, even on my own time and property and with my own equipment, belongs to you.&quot;<pre><code> &gt; Now that you mention it, I&#x27;m not sure I want to employ
 &gt; someone who uses their creative energy for anything except
 &gt; the company&#x27;s business.
</code></pre>
&quot;Thanks for the clarification!&quot;My next call was to a realtor, I put my house up for sale. There was no way I wanted to be in a position where I would feel like I had no choice but to accept an offer like this.I went through some hard times, but as it turned out, that blog that I did end up writing on-and-off over the years turned out to be valuable. Not directly in money, but in satisfaction. It lead to some work, but even more importantly, it led to communities like Hacker News and meeting programmers around the world.If I&#x27;d agreed to that contract, there might not be a &quot;raganwald&quot; today.

GitHub lets staff own IP developed for personal projects using company resources