What does the wording &quot;wholly unconnected with your employment&quot; mean in a UK Employment Contract Having some trouble understanding some wording in a contract and how it affects the employee. The main passage is You shall promptly disclose to the Company and to no-one else all copyright works or designs originated, conceived, written or made by you alone or with others (except only those works originated, conceived, written or made by you wholly unconnected with your employment) and shall until such time as such rights shall be fully absolutely vested in the Company hold them in trust for the Company. What exactly does the term &quot;wholly unconnected&quot; really mean? Can a &quot;connection&quot; be something tenuous, for example... If the job was a software engineering role, if the below were performed 100% out of work time, on personal hardware with no input from other employees at the company could they realistically be deemed as &quot;connected&quot; to the employment and owned by the employer? I can understand the issue if company hardware was used for personal projects, but surely nobody can lay claim to things produced outside of work? It would be extremely tenuous in my opinion but could somebody argue something is connected because it required the same skills as the persons job, even if done on their own time? Writing a book about software development Releasing an open source piece of software not specifically aimed at the industry the company is in Release a commercial piece of software not specifically aimed at or competing with the industry the company is in
&quot;Wholly unconnected with your employment&quot; means exactly that. Anything that is not connected to your functions or processes that you use in the course of your employment that your employer would have an interest in either protecting or marketing. Writing a book about software development If you are just a software developer, this would be fine unless you were talking about a process unique to your employer. If you worked in a publishing house that wrote software development books, this would be connected and must be disclosed to your employer. Releasing an open source piece of software not specifically aimed at the industry the company is in Again, this probably fine not to disclose since it would not be something you would develop as part of your employment, or under the umbrella of your company focus market. Release a commercial piece of software not specifically aimed at or competing with the industry the company is in Same as above. Honestly though the best policy is being open. If you come to your company with your idea and tell them that it doesn't have any applications in your industry and would like to develop it in your own time, they would have a much harder leg to stand on in a court case when they finally figured out how to apply it.
I can't find any law that would prevent an employer from requiring this. Under current Florida law, an employer can even demand passwords and access to an employee's social media accounts. A bill was proposed to prohibit this, but it hasn't passed. Generally, an employer can require anything they want as a condition of employment, as long as it is not illegal. Florida has at-will employment so the employer could certainly fire the employee if they don't comply.
Your confusion might be caused by the fact that even with a contract, only the data necessary for that contract is covered under the GDPR. So yes, while there might be an &quot;execution of contract&quot; under the T&amp;C, this would only cover necessary data. That means you can't ask arbitrary signup data under the guise of a contract. If you need to deliver a physical product, you can store a physical address. If it's an online service, you can store an email address or similar handle. But you can't mix the two. A physical address is unnecessary for the execution of a contract that's not physical in nature. Now, you mention &quot;consent&quot;. Under GDPR, this is a distinct justification besides &quot;execution of contract&quot;. You might have consent to store a physical address in addition to an online address, e.g. if you offer a customer to physically mail a password request form. This consent is additional to the contract. Also note that the bit above only covers the lawful reasons for the processing of personal data (article 6). You also have to obey the other GDPR rules, e.g. fully inform the user, make sure that consent is freely given, etc.
One of the principles of contract law is that the offer and acceptance are evaluated based on the objectively ascertainable intentions as judged by a reasonable person. On the facts that you have provided - even if your friend claims that they filled it out wrong, there is no reason for someone to objectively think so, particularly given the fact that they went to the trouble of writing the information in. However, this will depend on what kind of legally binding document this is. If it is, in fact, a contract, then the employer must accept it before it becomes legally binding, and they must actually communicate this acceptance to your friend (the offeror). If this is a policy document, then it is only legally binding if another contract has said that it is legally binding - generally, (smart) employers will include a clause in their employment contract stating that you are to adhere to policies but that those policies do not form part of the contract. If that is the case, then your friend is legally bound by the terms of the policy and will breach their employment contract if they do not adhere to this policy. This is unlikely to be an issue of contract law in and of itself - your friend cannot unilaterally bind their employer to terms as he sees fit. More information - including the nature of the document and other agreements that were made - would be required to provide more useful information (and that's what you would give to a lawyer).
The question of whether a person was acting on their own behalf or that of a company would generally be a question of fact, so if such a case came to court it would be for both sides to present evidence and argue for their interpretation of it. In most cases the context makes it clear. You mention having a company email domain and associated email signature; that is certainly good practice and would go a long way towards creating a presumption that you were acting for a company. Also signing yourself with your job title or role (e.g. "Joe Bloggs, Chief Bottlewasher") makes it clear that you are speaking in your role as an employee. The content of the communication also matters; if you use your company email address to order goods from a supplier that the company has used before then the recipient can reasonably assume that you are ordering on behalf of the company and a court is likely to agree. OTOH if you use the company address to send libellous emails then the recipient would have a much higher bar to claim that this was the company view rather than a personal one.
The fact that a developer is showing off work that he/she has done for other another company doesn't imply that that developer owns any copyright to the work. In Canada, see the Copyright Act, § 13 (3): Where the author of a work was in the employment of some other person under a contract of service or apprenticeship and the work was made in the course of his employment by that person, the person by whom the author was employed shall, in the absence of any agreement to the contrary, be the first owner of the copyright and § 13 (4): The owner of the copyright in any work may assign the right... In the US, see 17 U.S.C. § 201 (b): In the case of a work made for hire, the employer or other person for whom the work was prepared is considered the author for purposes of this title, and, unless the parties have expressly agreed otherwise in a written instrument signed by them, owns all of the rights comprised in the copyright. and § 201 (d): The ownership of a copyright may be transferred... "What rights should and should not be attributed to the developer?" That is a business decision to be made on a case-by-case basis. Advice about the prudent balance of copyright between an employer/client and employee/contractor is legal advice. "Is it okay to use this projects as part of the developer's portfolio?" If the developer can link to public use of a product that he/she developed for a company, then the developer is not violating copyright by simply advertising that they worked on the product and linking to, without reproducing, the work. If the developer for whatever reason maintained copyright ownership in the code and other assets, it would not be copyright infringement to reproduce those as part of the portfolio. If the developer did not maintain copyright ownership in the code or assets, reproducing those may be copyright infringement, dependent on whether the copyright owner allowed the developer to reproduce those elements, or if the reproduction is fair use. There may be other laws or contracts implicated, though: non-disclosure agreements, trademark law, among others.
"Backlogged" has no legal status. Under usual contract terms, all intellectual property you generate as part of your employment belongs to your employer. But "intellectual property" is a category of rights, such as patents, trademarks and copyrights. An idea by itself is not intellectual property. "Wouldn't it be great if ..." cannot be owned by a company. However, specific ideas can be trade secrets, and trade secrets are protected. It's likely that your idea is a trade secret, if the idea applies to the sort of business that your ex-employer is involved in. The fact that it's called promising by the company reiterates that.
What happens is the same as if you were an employee in the office, staying with the company for another few years. You are an agent for the company, and everything you do is as if the company was doing it (except for extreme circumstances). A company employee broke your laptop. It's the company's problem. They should have insurance for this kind of thing. And they told you to work from home, so if something happened because you are at home, that's the company's problem as well. It could be different if your company had told their employees not to have any fluids anywhere near their computers, and you had acted against this. Or my company doesn't allow me to take my works computer with me on a holiday; if I did without explicit permission and it got damaged, that would be my problem.