Confused about Intellectual Property Rights I have applied for a job as a software developer in the UK and have been sent back a contract which has the following wordage: You agree that all rights to all material created in the course of your employment with the Company (including ownership of physical material) shall vest in the Company. In consideration of the Company entering into this Contract, you herby assign the Intellectual Property Rights with full title guarantee to the Company absolutely for as long as such rights subsist (including all renewals, reversions, extensions and revivals of such rights). For the purposes of this Clause &quot;Intellectual Property Right&quot; shall mean all rights and in the nature of Copyright, or database rights, patent rights, design rights (registered and/or unregistered), rights to trade marks (registered and/or unregistered) and all analogous rights whether now existing or created in the future to which you may now or at any time after the date of this Contract be entitled in respect of material created in the course of your engagement under this Contract. You agree that you will, at the discretion of the Company, do all such things and sign and execute all such documents and deeds as may be required to perfect, protect or enforce any of the rights assigned to the Company under this Clause. You herewith irrevocably and unconditionally waive all moral rights to which you may now or at any time in the future will be entitled under the Copyright Designs and Patents Act 1988 (and under any similar laws enforced from time to time throughout the world) in respect of the material created by you in the course of your employment. As far as I can see this means that I sign away any rights I currently have to any IP and also that I sign all rights to any IP I create whilst working for the company. The hiring manager says that I have this wrong and that it only means anything related to work that I would undertake during my employment with the company. Am I correct or is the hiring manager correct ? The reason I ask is I don't want to sign away my current IP rights as I have several side projects which are important to me. I also want to be able to continue working on these projects in my own time which this seems to disallow. The second question is that the recruiter has basically said that I can get a separate email from the manager clarifying what this means rather than change the wording on this contract. How legally enforceable would this be ?
As far as I can see this means that I sign away any rights I currently have to any IP and also that I sign all rights to any IP I create whilst working for the company. The hiring manager says that I have this wrong and that it only means anything related to work that I would undertake during my employment with the company. Based on the quoted language, the hiring manager is correct. The key phrase is &quot;all rights to all material created in the course of your employment with the Company&quot; This means things created as part of your new job. It does not mean copyrights or other IP you now own, nor does it mean rights to things you create outside of work hours, unrelated to your job, not as part of any work assignment, and not created on work premises or using work equipment. You might want to confirm this by talking with a local lawyer with some IP experience and some employment law experience. A one-time consult should be available at a fairly small cost. The section about &quot;whether now existing or created in the future&quot; refers not to existing IP, but to existing kinds of IP and existing laws. If the UK should pass a new &quot;algorithm rights &quot; law next year, this language attempts to make sure that such rights are covered without needing you to sign a revised contract. Note that this phrase occurs as part of the definition of the term &quot;Intellectual Property Right&quot;, and it is limited by the phrase &quot;in respect of the material created by you in the course of your employment.&quot; A contract that attempted to claim all existing IP you may hold that is unrelated to your employment, or one which tried to claim IP having no relation to your future employment might be held void as against public policy. In any case, if it was ambiguous, any such ambiguity should be resolved against the drafter of the contract (here the company) and in favor of the other party. A separate email might be taken into account as showing what your &quot;meeting of the minds&quot; was with the company insofar as the contract language is ambiguous. It will not, however, be effective in changing the plain meaning of the contract.
In answer to your questions, always get potential clients to sign a contract which covers the GDPR personal data processing requirements at a minimum, prior to giving them a copy of a consultant resume to retain. If you were sat in a meeting with them it is much simpler to record in your logs that the client had sight of the resume but was not left a copy of it in any format, than it is to keep track of which clients have a copy of which data and chasing up to ensure it is erased/destroyed when appropriate. To ensure clients treat the resumes as confidential, make sure they are labelled in the header and footer as confidential. They could also be kept in an envelope clearly marked confidential. There could also be a footnote in small print that informs anyone with a copy, who the data controller is, and that processing is strictly subject to the terms of the 'client contract' or whatever you call it, and that it should be returned or shredded within X days of receipt for example. If you have a computer system generate these it could even specify the client's name and the specific date it should be shredded by. Your notice could include a reminder that the personal data is protected under the E.U. General Data Protection Regulation (GDPR) 2016 and that (client name) as a data processor could be held liable in the event of unauthorised disclosure or processing, if they act outside or contrary to lawful instructions of the data controller. Whilst this won't enforce responsible processing at least it will ensure that your business has done its best to ensure any recipients are fully aware of their responsibilities to protect the information and it would be very difficult for a client to claim they weren't aware the information was confidential or that they had legally binding responsibilities to protect it. It's also worth noting that simply sending CV's/resumes (or other personal data) out via email (unless suitably encrypted) would not meet the requirement in GDPR recital 39 for personal data to be "processed in a manner that ensures appropriate security and confidentiality of the personal data, including for preventing unauthorised access to or use of personal data and the equipment used for the processing." Email technology whilst convenient does not offer any guarantees regarding privacy and confidentiality, therefore instead of sending resumes as email attachments it might be better to use a web-based extranet system which authenticates users before granting access to view resumes. Emails could just let clients know there is a new resume or X number of resumes waiting for them to review and give them a link/button to login. The records of processing activities are in GDPR Article 30 on page 50, and it does not specify a retention period nor that we can choose the retention period, but simply states that data controllers make the records available to the supervisory authority when requested to do so - this may imply indefinite retention of processing records even beyond the life of the processing system (e.g. discontinued products/services), however we may need to await further clarification on this issue from supervisory authorities to be sure.
People are laid off all the time when sales are down, the market is bad, etc: there is no legal "right to a job" except whatever is in your employment contract. There is a legal concept of promissory estoppel which boils down to promises being binding. However, there has to be a clear and definite promise, not for example a statement like "we hope to bring you back after this is over". Normally, the employer can argue that they have the right to fire you regardless of performance, and that would be the end of it. Let's say you have it in writing, and it is clear that they unconditionally promise to hire you back: you would want to (e)stop them from arguing that they have the right to fire you. The underlying idea of promissory estoppel is that such a promise keeps them from making that argument. But: it is not enough that they made the promise, you also had to rely on the promise and act / forbear from acting in some way because of that promise. It could be, for example, taking another job, or moving to another country, or simply looking for another job. The hard part, then, would be getting a clear and definite promise.
Liable, yes. How much liable, depends. There would be copyright infringement, and with copyright infringement the exact facts count. Like did you commit copyright infringement to make money, were you aware that you committed copyright infringement etc. With your contract, it seems clear you didn't set out to commit copyright infringement to make money (because you paid someone else telling them not to commit copyright infringement). Up to the point where you learned what happened, you didn't know it was copyright infringement. After this, you better remove all the infringing works, because now you know it's copyright infringement, and now you are saving money by not hiring a second developer. Obviously you can sue the employee for damages.
(IANAL, of course) My employer tells me that EVERY professional activity belongs to the company and for EVERY activity I mentioned before I need to get written permission, That's true for software (and inventions) that may be relevant for them, but not for other professional activities. which could be withdrawn at any moment. No, not in that very general sense. they can give the permission to publish possibly relevant pieces of code on SX, and they can withdraw that permission for the future. But they cannot take it back for the past. Once they tell you they don't want your invention, there's no way back from that decision (and there are legal deadlines for claiming relevance). Even if they require written permission for you to take a side job, they must give it unless they can show a valid reason against you taking the side job in question. And that would be a per-side-job decision. And it doesn't matter if I do it on my free time on my computer at home or not. That is indeed the case for copyright of software and for inventions. clause is to protect your employer from you helping anyone who is their competitor/you being their competitor while the employment lasts. This is pretty standard and, I believe, not only legal but would be the case also if they had not spelled out this to you. The lines between what is and what is not competition are sometimes a bit complicated* So, if your employer specializes in subway station surveillance systems and you work on face recognition and then help out your local pigeon breeder's association by implementing automatic door opening by camera + automated face recognition of the [unwinged] members that's close enough to touching the interests of your employer that I'd consider it off-limits unless you had talked to your employer and they are happy with this project (after all, they could be preparing similar products unknown to you). OTOH, overhauling the crappy Excel macros for the regional annual breeder's competition would be fine. And in general, the lower your position there and the further from the actual focus of the company, the more normal it is to have another job (think janitors, canteen staff of a software company as opposed to a janitor in a hire-a-janitor-service company) The general duty not be in competition with your employer also in general prevents you from being involved in a competitor business to the extent that you have noticable influence over that competitor. So the second part of clause 1 shouldn't be too surprising, neither. (update) OTOH, what may make this particular clause invalid is the requirement also for publicly traded shares that they cannot come with voting rights. I somehow suspect that thus prohibiting you from "normal person small scale ownership" of publicly traded stocks (not all of them even have non-voting shares) is undue and invalid (too broad a restriction). However, if that clause is invalid the legal default of "no competition to employer" still applies. Here's a (German language) web site of a lawyer that discusses these questions See also here https://www.hensche.de/Rechtsanwalt_Arbeitsrecht_Handbuch_Wettbewerbsverbot.html Unlike the 1st clause, this is AFAIK not a spelled out default of German employment law, but it may be a spelled out version of a Tarifvertrag (unionized group contract). In any case it is probably legal to have this clause in the contract. The point is that the employer can only forbid the side job if it is against their reasonable interests, a general "no side jobs whatsoever" would be invalid. Side note: they may even be of the opinion that employment law forces them to have some such clause: the employer has a legal responsibility to ensure that you are not working more than the number of hours allowed by law. I've had such a permission that stated the constraint that the permission is valid only as long as I ensure that I stay within those legal limits and my working ability for employer is not compromised. https://www.hensche.de/Rechtsanwalt_Arbeitsrecht_Handbuch_Nebentaetigkeit.html https://www.fachanwalt.de/ratgeber/nebentaetigkeit-als-arbeitnehmer-anmelden-zustimmung-und-muster-antrag https://www.haufe.de/personal/arbeitsrecht/top-thema-nebenbeschaeftigung/nebentaetigkeit-und-arbeitsrecht-was-erlaubt-ist_76_418602.html Copyright law for employees in Germany is somewhat difficult. the one exception is copyright of software where §69b UrhG transfers the transferrable rights automatically to the employer. Whether the software is written out of office and outside working hours is irrelevant, as long as it is done in "fulfillment of the employee's role or the employer's orders" (famous court case) so again, if at work you code facial recognition systems and in the evening the pigeon breeders accounting system, the latter is not related to your work. Your open source game is also OK unless you are employed as game developer. Also that not all code is subject to copyright. An obvious explanation on SX explaining a typical pattern would not be a creative work (though the full answer may very well be) in the first place. But for creative works other than software such as plans how to implement features, technical drawings, etc. working hours or not seems to be more important for assigning the rights and the rules seem to be more similar to employee invention law ArbnErfG): if it is outside working hours and possibly relevant for the employer, the employee has to offer it to the employer before trying to sell to someone else. The clause that employer must give permission to publication of content that is possibly relevant for them seems to me to be in line with these general rules. https://www.zeit.de/karriere/beruf/2011-06/arbeitsrecht-urheberrecht https://eventfaq.de/25510-urheberrechte-im-arbeitsverhaeltnis/ http://www.urheberrecht-leipzig.de/urheberrecht-nutzungsrechte-des-arbeitgebers-an-kreativen-leistungen-der-mitarbeiter.html * I've been advised in a situation where I still believe I was not competing, and even had a written permission, that this is the stuff that makes lawyers rich, and both employee and employer poor.... Take home message: even if you believe to legally have the right to publish on SX/contribute to an open source project, think again whether you'd want this to be the source of a conflict with your employer - or whether there isn't a win-win possibility that makes everyone happy instead. What is the most legal way to participate in public activities in such situation? I'd advise to be open about what public activities you'd like follow. Whatever the contract says, your employer can always give your more permissions. In the past, I've found the majority of employers being happy to see me contributing (some had similar clauses to yours and just wanted to know, some was happy about an open source project I brought, some like to be able to say where their employees volounteer, etc.). Although there was one who wasn't (and that did contribute to my decision to leave there). From that experience, I'd personally discuss this early on now: in case the employer turns out to be too intrusive (speak to Betriebsrat or lawyer or your union if you have one to make sure they really overstep their rights) for my liking, for me that would be a reason to cancel the contract which is easier &amp; faster during probation period.
The notice has a lot to do with legacy requirements in the United States to claim the copyright to a work. Up until 1989, the copyright notice was required. Today, the statements are mainly maintained to protect against "innocent infringement" which might reduce what a content owner can get in court. What exactly do those terms entail? That the owner stated owns all rights and you may do nothing with the content. My biggest concern is this: by writing that, is the company claiming to own everything on the website, even potentially copyrighted user-submitted material? That's exactly what they are doing. Depending on the terms of the specific site, content contributors generally either assign copyright to the site owner or license the content in a way that allows the site owner to do exactly what they want with it. Site creators with the smarts or money to do it right/get someone to do it right usually state something like: Copyright [Site Owner] and contributors. Other sites (like this one) state specifically what they hold the copyright to: site design / logo © 2015 Stack Exchange Inc THIS IS NOT LEGAL ADVICE. CONSULT AN ATTORNEY REGARDING YOUR SPECIFIC SITUATION.
How do you know if the copyright claimant or owner of them material you are using is allowing their content on Youtube? You don't. ... does fair use automatically cover you for anything related to this? No Is it illegal to share the music experience of a legally purchased MP3 ... or to provide services that play songs ... but are not hosted by your website (in which case you just act as a pointer to other sites which are participating in illegal activities)? Yes What rights/privileges can cover you if you wish to participate in this? None I've heard (rumours probably with no legal standing), that as long as you are not monetizing their material, you will not have any legal action taken against you. You probably won't have action taken against you. That said, you probably won't get busted for smoking weed in your basement. Lack of enforcement makes it no less illegal. What copyright means Copyright is a legal right created by the law of a country that grants the creator of an original work exclusive rights to its use and distribution, usually for a limited time. The exclusive rights are not absolute; they are limited by limitations and exceptions to copyright law, including fair use. The copyright holder decides how, when and by whom their work can be used and copied. At some point this right expires and the work passes into the public domain. It is not trivial to determine what works are public domain and what are not as it depends on the copyright law in the country they were created in at the time of creation and how that law has changed subsequently. In most of the world, the default length of copyright is currently the life of the author plus either 50 or 70 years. Many jurisdictions also grant workers for hire moral copyright in their creative work even when the proprietorial copyright vests with their employer. Copyright comes into existence automatically; it doesn't need to be registered or denoted in any way. For example, I have copyright in this answer and you have copyright in your question. A few countries (the USA among them) have a copyright register but that only limits the remedies an unregistered copyright holder has; failing to register does not negate copyright. Further, a single work can have multiple copyright holders: a music video for example has (barring contractual arrangements): the composer(s) holds copyright in the music the lyricist(s) holds copyright in the lyrics the performer(s) hold copyright in the music performance the actor(s) (if any) holds copyright in the acting the producer(s)/director(s) holds copyright in the finished product. In practice, most of these people have contracts which give their copyright to someone else. Almost certainly, every MP3 of every song is covered by copyright; that is, someone, somewhere owns the copyright; that is at least one someone. How can you tell who that is? Often, in the absence of a claim of copyright, you can't. Obviously, if it is a song published by a record label than its pretty obvious that they hold copyright on it and you don't need to worry about the deals they have with the artist/composer etc. Remember, copyright violations are a civil matter; the state does not get involved. It is up to each individual copyright holder to take whatever action they wish under the law to protect their rights.
An investor can require, as a condition of making an investment, that key management and creative employees of the company agree to a non-compete agreement. If such employes choose not to sign such an agreement, the investor will not invest. This is quite common. If Alice has signed such an agreement, she may not be able to start a new company with such new applications without permission from the existing company. She can surely write such applications for the existing company and get it to modify its business to use them. If Alice (still) owns a controlling share, she can simply order the company to modify or expand its business model. If she has sold enough of the company that she no longer controls it, she must persuade those who do control it to adopt her ideas. Any non-compete agreement must be limited, both in the range of activities it covers, and in the tiem for which it is valid. Some US states impose specific limit on these factors. An agreement tht exceeds such limits will not be enforceable. If Alice was employed by the company at the time she wrote any of these apps, the code may well be owned by the company, either under the work-made-for-hire copyright rule (see 17 USC 101) or under a specific contract of employment. Investors are likely to demand that such a contract be signed before they invest in a tech startup. Alice will also have a duty not to act contrary to the company's interests while employed by it. In the absence of non-compete agreements, Alice might not be prevented from founding or joining a competing company, but may not be able to use work done while employed by the first company for the benefit of a new one.