united-states contract-law intellectual-property
Under U.S. Law, what does &quot;Notwithstanding&quot; mean?
<p>I am being asked to sign an non-disclosure agreement and one of the sections focuses on the ownership of any "works" (defined broadly to include everything from ideas to tangible products) which I might produce while employed.  </p>

<p>The first two paragraphs in the section state very clearly that everything I produce belongs to the employing company.</p>

<p>The third paragraph seems to grant me the right to produce non-competitive products as long as I do it on my own time and do not use the company's equipment or trade secrets.</p>

<p>As an budding entrepreneur, I will not sign this agreement unless this third paragraph overpowers the statements of the previous two.</p>

<p>Unfortunately, the third paragraph begins with a phrase that I don't know how to interpret...</p>

<p>"Notwithstanding anything to the contrary contained in this Agreement, any provision of this Agreement which provides for me to assign any of my rights to a Work shall not apply to any invention developed on my own time without using  equipment,  supplies, facilities or trade secrets..."</p>

<p>So here is my question...</p>

<p>Does the phrase "Notwithstanding anything to the contrary contained in this Agreement" mean...</p>

<p>a). "Subordinate to everything else contained in this Agreement..."</p>

<p>...or...</p>

<p>b). "Overriding everything else contained in this Agremeent..."</p>

<p>...or...</p>

<p>c). something else entirely?</p>

<p><em>Notwithstanding</em> in this case takes its ordinary meaning - "despite": </p>

<blockquote>
  <p><em>Despite</em> anything to the contrary contained in this Agreement, any provision of this Agreement which provides for me to assign any of my rights to a Work shall not apply to any invention developed on my own time without using equipment, supplies, facilities or trade secrets…</p>
</blockquote>

<p>Without having the text of the rest of the relevant parts of the contract, my initial interpretation is that the effect of this, is that you would not need to assign your rights to Works produced in your own time without connection to your paid employment.</p>

<p>Also, if this was subordinate to the other clauses you mentioned, then it would have little or no effect.</p>

<p>Finally, the general legal principle <em>is</em> that works produced in your own time with no connection to your employment (resources, knowledge or otherwise) are not assigned, unless specifically stated. </p>

<p>That is, the contract would generally explicitly state that works produced in your own time with no reliance on your employment are assigned to the Employer.</p>

<p>However, such a term is almost certainly unreasonable and could be challenged in court if the employer ever attempted to enforce it.</p>
