Ask HN: I've been asked to sign a IP Assignment Deed as an employee

IANAL, but you sound like you're in the catbird seat. They need all formers to sign this, they laid you off, you have side projects and a life, and so why devote a thought to their needs? Charity?

Turn it around and tell them your needs: you don't want to lose rights to your own work. Leave at that at first, and see if they come back with anything, such as a list of the specific works they want you to disclaim prior to their acquisition.

You get the open end, not them.

And charge them for laying you off, I assume you don't have equity that will act as any kind of redemption in the sale.

> My understanding is that, since I've already assigned all IP to the company that I worked at, I don't have any legal rights to assign my IP to this new entity...

This seems basically right. I would ask them, was something wrong or incomplete about the previous agreement?

I was not aware of this fact. IANAL, but it does look as if the concept of a deed is being abused in this context.

Kind of like where employers call employees "contractors" because they can get away with it. It looks like the purpose of a deed is to announce intention to uphold a promise such as debt repayment in exchange for title.

The idea of a deed of assignment (from googling) is that one party transfers ownership of an object to another party. If OP's earlier contract was valid then this would be extraneous, if OP's earlier contract was flawed then it would be in his/her best interest to negotiate a new contract as a deed would basically be giving away the vested interest they have.

Anyone that makes a moral argument here needs to remember that using the legal tools available to you is not immoral. It may be mean, but it's fair play. Bill Gates and Spyglass, as atrocious as it was, demonstrated this. If the original contract was flawed, then OP actually owns some vested component of the company/product.

Why in the world would OP give away something that has literally just been assigned a value for free? Frequently companies, if in the situation of OP, will leverage their legal rights in this scenario.

I still think OP should negotiate some compensation for anything they sign.

This sounds like work to me. Best to provide an estimate and send them an invoice for this project.

200/hr with minimum billing increment of 2 hours PLUS legal expenses to even understand what the heck it is they want you to sign.

Easily a 4-8 hour gig. $800-1500 is a reasonable price to be paid for such a job.

(Not legal advice.) M&A practitioners aren't paragons of virtue but still it'd usually be considered uncool to go to a former employee years after the fact, ask them to sign a doc to facilitate a deal he'd get no upside from, and not offer to pay his legal fees - especially if he's someone the company let go. It's possible this is just a junior associate at the purchaser's law firm insisting on something technically correct but practically low-risk, getting poor supervision, and your former company not shielding you as they should. It's also possible that if the company tells the purchaser you don't want to sign it, the purchaser just says "ok was worth a shot" and that's it. If the purchaser truly does care, it's the company's problem not yours that the documents you signed years ago weren't different. Not something you should incur time, expenses or risk now to fix for them. An example of risk is the scope of the deed being too broad and covering other projects of yours that should be out of scope. You can say no with a clear conscience. If you feel bad about it, something like the following is a totally fair response: "Sorry I can't be more helpful, but I take legal documents seriously and don't review/sign anything unless it's necessary for something I'm currently working on. It's just a personal policy of mine."