intellectual-property contract-law corporate-law
Big corporation in the UK, Intellectual Property and a Contract
<p>I've recently been offered a job at a large technology corporation based in the UK. I've yet to sign the contract but I found something in it which concerns me.</p>

<blockquote>
  <p><strong>Intellectual property, ideas and inventions</strong><br>
      Any Ideas or Inventions you have or make or any Materials that you create or develop in the course of your employment with us and/or using our equipment or materials will (subject to the provisions of the Patents Act 1977 and Copyright Designs and Patents Act 1988) automatically, on creation of the same, be the absolute property of the Company. By signing this contract you’re agreeing to take all actions required by the Company to protect the Invention or Idea or Materials and to pass ownership to the Company. You also agree to waive all of your moral rights under the Copyright Designs and Patents Act 1988.  </p>
  
  <p>Ideas include (without limit) patents, domain names, trademarks (whether registerable or not), designs, utility models, copyright or any applications made for these and the right to apply for them in any part of the world. Inventions include (without limitation) any discoveries, creations, inventions or improvements and/or additions to an invention (whether patentable or not and whether or not recorded in any medium), confidential information, know how, business names, moral rights and any similar rights in any country. Materials include (without limit) any documents, designs or computer programs on any media.</p>
</blockquote>

<p>Does this mean, once I sign the contract, while working under this company all my ideas are owned by the company? I would have thought any ideas or works I create while using their equipment would be theirs but things created on my own time using my own equipment would be mine.</p>

<h3>Does this mean my ideas are all owned by the company I will be working for?</h3>

<p>If that's the case I'm very concerned. And if it is the case is this considered the norm for contracts with large technology companies?</p>

<p><a href="https://www.gov.uk/ownership-of-copyright-works" rel="nofollow">The UK Government released an article last year</a> that explains some of the issues relating to ownership of copyright</p>

<p><a href="http://www.capitallaw.co.uk/site/publicationsandnews/ipnews3april12.html" rel="nofollow">This article</a> is informative. The headline point:</p>

<blockquote>
  <ul>
  <li>Ownership of literary, dramatic, musical, artistic and film works created by an employee during the course of their employment, automatically vests in their employer by virtue of section 11(2) of the Copyright, Designs and Patents Act 1988.</li>
  </ul>
</blockquote>

<p>The meaning of <strong>during the course of their employment</strong> has been interpreted by the courts to mean during the course of normal or specifically assigned duties, and that these duties include the creation of intellectual property for the employer. Patents are similarly affected - if the role does not specify or would not imply the creation of patents and other IP, it may not vest in the company automatically.</p>

<p>This is a standard clause and is designed to protect the interests of the company, in the event that you create intellectual property as part of your role.</p>

<p>Bear in mind here that there's no real need for this property to be created during work hours. That is, if part of your role is to design new software, ownership of that software vests in the company, whether you spent substantial amounts of work hours making it or not. Conversely, if your role <em>does not</em> include, or would be expected to include, the creation of intellectual property, then if you do so - even if it is during work hours - ownership may not necessarily vest in the company.</p>

<ul>
<li>IP you create in the course of your employment will vest in the company<br>
<em>in the course of your employment</em> will probably mean: 

<ul>
<li>if you are employed to create IP generally, all any IP resulting from your work, or; </li>
<li>if you are employed to create a specific work, that work and possibly related works.</li>
</ul></li>
<li>This is a fairly standard clause, for most companies - I have had several jobs (though none of them technology-related) and they all include some clause to this effect</li>
</ul>
