united-kingdom contract-law software employment
Vague clause in employment contract
<p>I work in a full time permanent role but have recently started working in another part time (evenings/weekends) role as a contractor. Both are in the same field (software development) and both employers know about each other and are fine with the arrangement as the working hours and business sectors do not overlap or conflict.</p>

<p>The second employer has sent me a contract of employment which I have read and I am happy with, except for one clause which seems slightly too vague for me to be fully comfortable with.</p>

<blockquote>
  <p>IP and confidentiality: Any server development programming created by you during your employment by [redacted employer name] automatically belongs to [redacted employer name]<br>
  The IP for your work is assigned to our company and you agree to abide by confidentiality laws during your employment.</p>
</blockquote>

<p>I understand and accept the reasons for such a clause, it is perfectly normal in software development. However the wording concerns me. Since I am working for two distinct employers and have similar clauses in both contracts. Any software I write while employed by both obviously cannot be owned by both.</p>

<p><strong>My primary question:</strong> <em>Should this clause include a statement to the effect that it only applies to code written as part of the projects to which I have been assigned by this employer?</em></p>

<p><strong>Secondary question:</strong> <em>How can I avoid the situation that one employer decides to try and use this contract to take ownership of software written by me for the other?</em></p>

<p>Clarity is <em>always</em> better than ambiguity in drafting a contract. Conflicts about contracts are <em>always</em> easier to resolve when they are formed then when they are on foot.</p>

<p>If you are concerned that the clause can be interpreted in the way you suggest (and it is not a groundless concern) raise it now and have the clause redrafted to remove the ambiguity.</p>
