Ask HN: Fairest IP Agreement you've seen

#1

Post by rpierry » Thu, Dec 22, 2011, 4:07 PM UTC

We are looking to revamp our current IP agreement from the standard boilerplate The Company Owns You type thing into something that we're really proud of and could even use as a mild recruiting tool.

In thinking through my past employment history, I was a bit shocked to realize that I've never seen an agreement that I really liked. Have any of you been presented with an IP agreement that you happily signed?

We are a consulting company, so we have to have work for hire clauses because clients get to own the code we create for them, but we don't want to claim rights for after hours things or side projects.

Obviously we will pay some lawyers to look things over, but it'd be nice to start with something great.

Re: Ask HN: Fairest IP Agreement you've seen

#2

Post by samlev » Thu, Dec 22, 2011, 4:39 PM UTC

My old one simply had an "exclusions" clause where developers could register things that fell outside the 'IP agreement' terms. It wasn't perfect, but that type of thing is a good idea.

Technically, if you're consulting, then any code you produce is the IP of your clients (not you), and your company should be held accountable for any breaches/leaks of IP policy.

I think my old boss had a policy/contract agreement for clients, though, that copyright was owned by the client, and IP was owned by our company unless they specifically asked for it.

I know that this is probably missing the thrust of your question a bit, but aside from just protecting your developer's free time, you have to consider protecting your client's IP. If the IP agreement on that side is between client/company, then you're pretty much free to decide your own policies on your end, but you will have to be vigilant about checking the IP agreements of your clients (if they have them).

#EDIT: It's also a good idea to explain to your employees what exactly you're trying to protect, and let them know that unless they're going into direct competition with you on any systems developed internally, then you probably won't bother perusing any IP breaches. It'd have to be worth your while to waste money/time to chase them, and depending on "right to practice" laws (not sure what the real name is), you may not be able to stop them from building whatever they want anyway.

Re: Ask HN: Fairest IP Agreement you've seen

#3

Post by rpierry » Thu, Dec 22, 2011, 5:16 PM UTC

samlev wrote: post #2

My old one simply had an "exclusions" clause where developers could register things that fell outside the 'IP agreement' terms. It wasn't perfect, but that type of thing is a good idea. Technically, if you're consulting, then any code you produce is the IP of your clients (not you), and your company should be held accountable for any breaches/leaks of IP policy. I think my old boss had a policy/contract agreement for…

I've definitely had agreements like that in the past - the problem is the disconnect between 'this is our intent' and 'this is what the doc says'. As an employee, the power/resource imbalance between me and the company means that I wouldn't be willing to undertake the risk of the company not changing their mind about intent. We don't want our employees to have to do the same internal risk analysis as it immediately puts them in an adversarial mindset (how much of a jerk could the company be and get away with it legally, etc).

You are right that there are certain things that have to be in there - anything written for a client is owned by the client, etc. Most agreements overreach, though, and ask for everything.