contract-law intellectual-property business
IP clause contract
<p>Ok, here is my question, let's say I have an IP clause like this:</p>

<p><em>By signing this Agreement, you shall assign to ----- all your rights in any work, any document
and any material (the "Work") that you will exercise, create or develop and, more generally,
any intellectual property you create or develop, as part of, or in connection with,
your duties with ------ and you authorize ----- or his successors to modify these Works. 
You
agree that ------ is free to dispose of such Works as it sees fit and you agree
not to use the Works in any way, nor to disclose, publish or otherwise disseminate them without obtaining
prior written authorization of ----. You hereby waive your moral rights in these
works. You agree to sign any document which may be useful or necessary to complete or
confirm the assignment or waiver of rights, as the case may be. In addition, except in the exercise of your
------, you agree not to use, reproduce or distribute, in whole or in part,
any software or other intellectual property used or to which you will have access in connection with
your Work at ---- and its clients.</em></p>

<p>Now, if I want to work on a personal project during my spare time (weekends), using my own computer, resources, in a project that is not even related to the company client industry I am working for, can I copyright this personal project?</p>

<p>Just another point is the company I work for is a consulting firm with a large portfolio of clients in many diverse industries. It could be far fetched but let's say one of their client ( I have not worked for and don't know about) could have some kind of interest or similarities with my project. </p>

<p>Could somehow my employer claim this copyright because it could be connected to their activities?</p>

<p>The clause assigns IP rights "that you will exercise, create or develop and, more generally, any intellectual property you create or develop, as part of, or in connection with, your duties with X". This does not mean "during the time you are employed by X". If you are assigned to create a voice interface system and in so doing you have to create a waveform-to-text interpretive sub-system, that would become their property. If in your spare time you develop a new hand-gesture  based operating system, that is not created as part of in connection with your duties. However, you should expect that to be very generous, to themselves, in clime works "in connection with".</p>

<p>Having contact with one of their clients does not mean that any product you subsequently create for that client is "created for the client". The limitation has to do with the relationship between what you created as part of your job with them (which is theirs), versus other things (independent things created while you work there; discovering possible customers through working for the company, though that coule be covered by a non-compete agrement).</p>
