intellectual-property
Can a contract bind you to signing other agreements in the future?
<p>I recently had an IP contract be sent to me, and the following term is putting me off guard: <code>(The Participant) upon request, shall promptly sign all instruments and agreements and perform any action ...</code>. Does this entail that the corporation can legally force me to sign something against my own will? Is it legal in a contract to enforce the signing of currently undisclosed agreements?<br />
The contract is bound to the laws of Canada and the province of Quebec but any precedent in the US would be of help as well.</p>

<blockquote>
<p>(The Participant) upon request, shall promptly sign all instruments
and agreements and perform any action ....</p>
<p>Does this entail that the corporation can legally force me to sign
something against my own will?</p>
</blockquote>
<p>Yes.</p>
<blockquote>
<p>Is it legal in a contract to enforce the signing of currently
undisclosed agreements?</p>
</blockquote>
<p>Yes.</p>
<p>This is routine boilerplate in many contracts of deals of more than minimal complexity. It authorizes the other party to compel you to sign documents that implement what you have already agreed to in the contract without changing any of the substance of the agreement.</p>
<p>For example, you might be required to sign a &quot;waiver of authorship&quot; form submitted with the IP registration application on a standard government form at the IP registration office that affirms what you already agreed to in the contract.</p>
<p>Or, you might be required to sign an affidavit in a lawsuit to enforce the IP rights you turned over to the company stating that you are the original author of the work and that your birthday is XX-XX-XXXX, and that you are not dead, and that you did indeed sign a waiver of authorship.</p>
<p>Or, you might be required to sign a tax disclosure in connection with the transaction.</p>
<p>Or, you might be required to sign a document saying that you agree that your original agreement regarding the IP is still in force and is not disputed or the subject of any litigation.</p>
<p>Or, you might be required to sign a restated version of the original agreement that corrects what you acknowledge were typographical errors in the original (e.g. a spelling error in the name of the company you work for to which the rights are assigned).</p>
<p>Or, you might be required to sign a restated version of the original agreement translated into German (or affirm that a translation of the original is accurate) where a patent application is pending (because the international patent option wasn't used initially and the German authorities require all relevant documents to be translated into German).</p>
<p>You are not obligated to sign anything under this kind of term that changes the substance of your rights under the agreement.</p>
<p>The idea is that lots of the time many documents need to be signed to get something done and the lawyers may have left one out that is fully implied from the original agreement. When that happens, you can't use that oversight or unforeseeable need for new signatures to escape from the binding effect of the original contractual deal.</p>
