Vague clause in employment contract I work in a full time permanent role but have recently started working in another part time (evenings/weekends) role as a contractor. Both are in the same field (software development) and both employers know about each other and are fine with the arrangement as the working hours and business sectors do not overlap or conflict. The second employer has sent me a contract of employment which I have read and I am happy with, except for one clause which seems slightly too vague for me to be fully comfortable with. IP and confidentiality: Any server development programming created by you during your employment by [redacted employer name] automatically belongs to [redacted employer name] The IP for your work is assigned to our company and you agree to abide by confidentiality laws during your employment. I understand and accept the reasons for such a clause, it is perfectly normal in software development. However the wording concerns me. Since I am working for two distinct employers and have similar clauses in both contracts. Any software I write while employed by both obviously cannot be owned by both. My primary question: Should this clause include a statement to the effect that it only applies to code written as part of the projects to which I have been assigned by this employer? Secondary question: How can I avoid the situation that one employer decides to try and use this contract to take ownership of software written by me for the other?
Clarity is always better than ambiguity in drafting a contract. Conflicts about contracts are always easier to resolve when they are formed then when they are on foot. If you are concerned that the clause can be interpreted in the way you suggest (and it is not a groundless concern) raise it now and have the clause redrafted to remove the ambiguity.
Does it matter whether employer is company or individual? No. Must certain amount of notice be given? Yes - the notice period maybe specified in the contract but even if it isn't there are statutory notice periods that apply depending on length of employment etc. So if the following criteria are met they are legally classed as an employee they have worked for the employer for at least a month Then certain minimums apply: If they have worked for the employer for: 1 month to 2 years – statutory notice is 1 week 2 to 12 years – statutory notice is 1 week for each full year they have worked 12 years or more – statutory notice is 12 weeks A notice period in the contract (i.e. &quot;contractual notice&quot;) can exceed the statutory minimums but it can't reduce them. What other requirements are there that must be followed? This is pretty broad and I don't really want to reproduce everything here but the ACAS page on dismissals covers the basics. Can notice be dispensed if the task is of an urgent nature and employee must be replaced as a matter of urgency? Dismissal without notice is possible in cases of Gross Misconduct but that is about what the employee has done - nothing to do with the urgency of replacing them. However, if both parties agree a notice period can end early: The employee can ask if they can leave before their notice period ends. They should get agreement from their employer in writing. If the employee does not get agreement to leave early they could be in breach of contract. If the employee leaves early, the employer only has to pay them for the time that they’ve worked. If an employer wants them gone immediately they can do that if it's either in the contract but they still have to pay them for the notice period. They can also offer payment in lieu of notice if it's not in the contract but it's then up to the employee if they agree.
The entire purpose of the Entire Agreement clause is to say that this contract is the agreement, and anything previously negotiated is not part of the agreement. I don't know why they would fail to include that in the contract.
Sorry, what did I agree to? NDA means New Drug Application, right? Or is it Notre Dame Academy? Maybe it's Nebraska Dressage Association - don't want to cross those guys, their horses are mean. When you are trying to form a contract with someone, it's very important that you and they are talking about the same thing. What can't I disclose? That I had a phone call? What I said? What you said? Only the confidential bits? If so, what are they? Can I tell my business partner? My lawyer? My secretary? The IRS? Another important thing about making a contract is to agree on the terms. Post-facto contracts are not a thing After you paint my fence, you can't demand payment. We have to enter into a contract before the thing that happened happens. Elements of the call might be confidential anyway I am bound to respect confidences that were entrusted to me where a) the information is confidential b) it was imparted to me in a situation of confidence and c) disclosing it would cause harm. We don't need a Non-Destructive Analysis to document that.
are employers legally allowed to punish (e.g. fire, reprimand, etc.) an employee who shares wage/salary information with their colleagues? No. Section 8 of the BC Labour Relations Code preserves for the employee &quot;the freedom to communicate to an employee a statement of fact [...] with respect to the employer's business&quot;. More conclusively, section 64 entitles a person to disclose --except for purposes of picketing-- &quot;information [...] relating to terms or conditions of employment or work done or to be done by that person&quot;. Wage/salary information clearly is a condition of employment. the only answer to that question relies on a law from a different province (Ontario) and so is not relevant in BC. That answer is relevant to Canada (also the question was about Canada). That answer cites a statute from Ontario because that is the jurisdiction that the asker specified. It would be tiresome as well as futile to provide the statutory equivalent of every province on a matter that the provinces are very unlikely to legislate materially differently.
Yes, this is a valid concern As written, every piece of IP you produce while employed belongs to the employer. This includes your hypothetical game. It also includes your weekly shopping lists, your Christmas card to your Great-Aunt Nellie, the … a-hm … private video you make of you and your significant other. As written this is overly broad and probably unenforceable. However, it’s always better to have clear and legally enforceable clauses in your agreements because unclear, arguably unenforceable ones lead to disputes. To be fair, the employer has probably lifted some (bad) boilerplate and hasn’t actually thought through what it means. Get it redrafted.
Does this mean that if the employee leaves the company, and then creates or gain an intellectual property right, does the company own that right ? No. The reference to &quot;the future&quot; pertains only to the IPRs of inventions that ensued in the course of his employment. Even if the employer alleged that the clause also encompasses post-employment creations and/or post-employment acquisitions of IPR, such extension would be unconscionable (and therefore null and void).
Is there any legal doctrine whereby E's agreement with A continued to apply to E in his work for company N? No, because the parties to the non-compete agreement were Employee E and company A, not the human who owned and sold A. What about B? Do they have any standing to block E's going to work for a B's customer? No. My rationale is that the decisions you describe result in a waiver of the non-compete clause. An employment relation between B and E never existed. Thus, the only vestige of B's non-compete rights binding E that could have been preserved stem from E's former employment at A. However, that vestige disappeared at the instant B --apropos of the hospital project-- waived its non-compete clause with N. Given B's waiver with regard to N, N's failure to establish a non-compete clause with E enables the latter to conduct business with (or accept employment at) the hospital. If anything, B would have standing to sue N for negligence or related torts. But neither B nor N has any viable non-compete claims against E.