united-kingdom intellectual-property software
Does a non-commercial software project constitute an outside activity and does declaring it to my employer risk any transfer of IP?
<h2>Background</h2>
<p>I am based in the UK, and about to enter into a new full-time job as a software engineer at a UK-based software company. I have been asked to declare my outside activities.</p>
<p>I have several non-commercial, personal software programs that I write for myself, and hope to continue to develop, outside of working hours and with my own materials. These software programs are not related to the company I am about to work for, or its areas of interest. These programs will never use IP produced by the company, and me working on these programs is unlikely to threaten my job performance because I have no contractual obligations to maintain them.</p>
<h2>Question</h2>
<p>Do outside activities have a legal definition and does software like this constitute an outside activity?</p>
<p>If software like these do constitute outside activities, is there any risk that their approval by the company could constitute any kind of transfer of IP?</p>

<p>There is no fixed definition in the law of &quot;outside activities&quot; that is applied generally. This will depend entirely on how the employment agreement defines it, and/or how the management of your company defines it. There may be a useful definition in the agreement, ideally there will be. In the far too common case that the agreement leaves this key term undefined, you will have to ask them how they define it.</p>
<p>While it is true legally that when they draft the contract and it is ambiguous,  you may adopt any reasonable definition, as a practical matter, if you do not disclose something and they consider it an &quot;outside activity&quot; They may claim this is grounds for discharge.</p>
<p>If the employment contract requires you to disclose outside activities, you must disclose them or be in breach of that contract, which is surely grounds for discharge, and possibly grounds for a breach of contract suit. Even if it is not part of the contract, saying that you have no such activities when you in fact do is arguably fraud. Saying that you decline to inform management of your outside activities is probably legal, but might well cause them to cancel the offer of employment.</p>
<p>If you do inform management, and the activities are approved, there would be no automatic transfer of any existing IP rights. No transfer could occur without an agreement saying so. Some companies, in their employment agreements (or other related agreements) demand that an employee transfer the IP of any project created or worked on using company resources (such as a company computer or network).  Some demand a transfer for any project worked on during the employee's working hours. Some demand a transfer for any project done during the period of employment, but they must clearly specify this for it to be effective. That last is unusual, because many employees dislike it enough to go elsewhere as soon as they can, which tends to be bad for the employer.</p>
<p>But in no case can a transfer of IP for a project unrelated to the employer's business, not using company equipment or resources, and not done during work hours, be effective without a specific agreement to this effect.</p>
