Neyland I (Formerly known as Gruden Thread)

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#5,127
#5,127
I knew there was a reason I didn't like Pruitt. Sum Beach is just following da cabbage.
 
#5,128
#5,128
Leximax said:
Twitter is probably it...plus, I’m largely a corporate attorney. I’m not sure how much help I can be.
Click to expand...

I don't have twitter. And it is a corporate type question. I guess I will just lob it in here.

So the company I work for is being bought. We get paperwork today that we are required to sign basically saying we keep our same job, same pay, same benefits, etc. HOWEVER, there's this one part that I am reluctant to sign.

A. Inventions Retained and Licensed. I have attached hereto as Exhibit A, a list describing all inventions, discoveries, original works of authorship, developments, improvements, and trade secrets, which were conceived in whole or in part by me prior to my employment with the Company to which I have any right, title or interest, which relate to the Company’s business, products, or research and development (“Prior Inventions”); or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that the inclusion of any Prior Inventions from Exhibit A of this Agreement will not materially affect my ability to perform all obligations under this Agreement. Except for those cases wherein I enter into agreement(s) with the Company regarding use of such Prior Invention in exchange for compensation, if, in the course of my employment with the Company, I incorporate into or use in connection with any product, process, service, technology or other work by or on behalf of Company a Prior Invention, I hereby grant to the Company a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide license, with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, and sell such Prior Invention as part of or in connection with such product, process, service, technology or other work and to practice any method related thereto.
B. Changes to Inventions Retained and Licensed. If the business of the Company expands into areas which would result in expanding my list of Prior Inventions, then I will notify the Company within thirty days of my learning of such change in status by updating and providing Exhibit A to the President along with written notice if such change materially affects my ability to perform all obligations under this Agreement.
C. Assignment of Inventions. I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, whether or not patentable or registrable under patent, copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time I am in the employ of the Company (including during my off-duty hours), or with the use of Company’s equipment, supplies, facilities, or Company Confidential Information, except as provided in Section 2.F below (collectively referred to as “Inventions”). I further acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of and during the period of my employment with the Company and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. I understand and agree that the decision whether or not to commercialize or market any Inventions is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty or other consideration will be due to me as a result of the Company’s efforts to commercialize or market any such Inventions.


I read it as while I am employed here if I invent something or write a book or whatever, on my own time and unrelated to anything here, THEY own it. Am I reading it wrong?
 
#5,133
#5,133
superdave1984 said:
I don't have twitter. And it is a corporate type question. I guess I will just lob it in here.

So the company I work for is being bought. We get paperwork today that we are required to sign basically saying we keep our same job, same pay, same benefits, etc. HOWEVER, there's this one part that I am reluctant to sign.

A. Inventions Retained and Licensed. I have attached hereto as Exhibit A, a list describing all inventions, discoveries, original works of authorship, developments, improvements, and trade secrets, which were conceived in whole or in part by me prior to my employment with the Company to which I have any right, title or interest, which relate to the Company’s business, products, or research and development (“Prior Inventions”); or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that the inclusion of any Prior Inventions from Exhibit A of this Agreement will not materially affect my ability to perform all obligations under this Agreement. Except for those cases wherein I enter into agreement(s) with the Company regarding use of such Prior Invention in exchange for compensation, if, in the course of my employment with the Company, I incorporate into or use in connection with any product, process, service, technology or other work by or on behalf of Company a Prior Invention, I hereby grant to the Company a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide license, with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, and sell such Prior Invention as part of or in connection with such product, process, service, technology or other work and to practice any method related thereto.
B. Changes to Inventions Retained and Licensed. If the business of the Company expands into areas which would result in expanding my list of Prior Inventions, then I will notify the Company within thirty days of my learning of such change in status by updating and providing Exhibit A to the President along with written notice if such change materially affects my ability to perform all obligations under this Agreement.
C. Assignment of Inventions. I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, whether or not patentable or registrable under patent, copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time I am in the employ of the Company (including during my off-duty hours), or with the use of Company’s equipment, supplies, facilities, or Company Confidential Information, except as provided in Section 2.F below (collectively referred to as “Inventions”). I further acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of and during the period of my employment with the Company and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. I understand and agree that the decision whether or not to commercialize or market any Inventions is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty or other consideration will be due to me as a result of the Company’s efforts to commercialize or market any such Inventions.


I read it as while I am employed here if I invent something or write a book or whatever, on my own time and unrelated to anything here, THEY own it. Am I reading it wrong?
Click to expand...

That’s a fairly standard employment clause but I’ve never seen one that broadly reaching. Give me tonight to read back through it when I’m not on my phone. I can see your reluctance to sign when it seemingly extends to your work product conceived in your own time. What state are you in? Legal disclaimer: we’re not establishing any sort of attorney-client relationship. Any thing I say to you is merely friendly advice on a message board.
 
#5,134
#5,134
AllVolinGA said:
Hello all my fine people. Can some one explain why we got kicked to the basement? We weren't bothering anyone.
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They can’t handle The Truth!!!

eta: we should keep this puppy going, if only to annoy.

Official Original Neyland Thread LXXIII

Even if we have fun, it’s bonus to annoy.

#SOON
 
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#5,135
#5,135
superdave1984 said:
I don't have twitter. And it is a corporate type question. I guess I will just lob it in here.

So the company I work for is being bought. We get paperwork today that we are required to sign basically saying we keep our same job, same pay, same benefits, etc. HOWEVER, there's this one part that I am reluctant to sign.

A. Inventions Retained and Licensed. I have attached hereto as Exhibit A, a list describing all inventions, discoveries, original works of authorship, developments, improvements, and trade secrets, which were conceived in whole or in part by me prior to my employment with the Company to which I have any right, title or interest, which relate to the Company’s business, products, or research and development (“Prior Inventions”); or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that the inclusion of any Prior Inventions from Exhibit A of this Agreement will not materially affect my ability to perform all obligations under this Agreement. Except for those cases wherein I enter into agreement(s) with the Company regarding use of such Prior Invention in exchange for compensation, if, in the course of my employment with the Company, I incorporate into or use in connection with any product, process, service, technology or other work by or on behalf of Company a Prior Invention, I hereby grant to the Company a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide license, with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, and sell such Prior Invention as part of or in connection with such product, process, service, technology or other work and to practice any method related thereto.
B. Changes to Inventions Retained and Licensed. If the business of the Company expands into areas which would result in expanding my list of Prior Inventions, then I will notify the Company within thirty days of my learning of such change in status by updating and providing Exhibit A to the President along with written notice if such change materially affects my ability to perform all obligations under this Agreement.
C. Assignment of Inventions. I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, whether or not patentable or registrable under patent, copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time I am in the employ of the Company (including during my off-duty hours), or with the use of Company’s equipment, supplies, facilities, or Company Confidential Information, except as provided in Section 2.F below (collectively referred to as “Inventions”). I further acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of and during the period of my employment with the Company and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. I understand and agree that the decision whether or not to commercialize or market any Inventions is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty or other consideration will be due to me as a result of the Company’s efforts to commercialize or market any such Inventions.


I read it as while I am employed here if I invent something or write a book or whatever, on my own time and unrelated to anything here, THEY own it. Am I reading it wrong?
Click to expand...

There are a lot of other issues with me trying to advise you based on one clause of an agreement rather than its totality. For instance, if you’ve got a covenant not to compete, you pursuing your own inventions even in your spare time could be deemed in conflict with your obligations owed to your employer. The answer, as with most legal questions, is it depends. Do you have enough bargaining power to contest? Blah blah blah.
 
#5,136
#5,136
Leximax said:
That’s a fairly standard employment clause but I’ve never seen one that broadly reaching. Give me tonight to read back through it when I’m not on my phone. I can see your reluctance to sign when it seemingly extends to your work product conceived in your own time. What state are you in? Legal disclaimer: we’re not establishing any sort of attorney-client relationship. Any thing I say to you is merely friendly advice on a message board.
Click to expand...

I am in KY. The purchasing company is based in British Columbia. I just don't see why they would have language in there regarding stuff I might do on my own time. Lots of people have outside interests and make some money doing it. It seems to take ownership of anything regardless of whether it relates to the work I do here or not.

There's also a clause stating the terms of the agreement remain in effect even after termination of employment.

So even if I leave or am canned, anything I did during the time I was employed is owned by the company.
 
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#5,138
#5,138
superdave1984 said:
I am in KY. The purchasing company is based in British Columbia. I just don't see why they would have language in there regarding stuff I might do on my own time. Lots of people have outside interests and make some money doing it. It seems to take ownership of anything regardless of whether it relates to the work I do here or not.
Click to expand...

There’s probably a choice of law provision near the end of the agreement that states which jurisdiction’’s law governs the terms of the contract. You’d be best-served finding an attorney versed in whatever state’s law is controlling
 
#5,139
#5,139
Leximax said:
There’s probably a choice of law provision near the end of the agreement that states which jurisdiction’’s law governs the terms of the contract. You’d be best-served finding an attorney versed in whatever state’s law is controlling
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There is. California. I am pretty sure I am overthinking the whole thing and the chances of there being a problem are very slim. I just can't help feeling like I am being taken advantage of.
 
#5,141
#5,141
superdave1984 said:
There is. California. I am pretty sure I am overthinking the whole thing and the chances of there being a problem are very slim. I just can't help feeling like I am being taken advantage of.
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Yeah I couldn’t even begin to posit advice without researching the law of both Kentucky and California. It’s possible it’s not even enforceable if governing law is that continued employment isn’t sufficient consideration. You should get real legal advice from an attorney licensed in the relevant jurisdiction(s). Wish I could be more helpful!
 
#5,146
#5,146
Leximax said:
Yeah I couldn’t even begin to posit advice without researching the law of both Kentucky and California. It’s possible it’s not even enforceable if governing law is that continued employment isn’t sufficient consideration. You should get real legal advice from an attorney licensed in the relevant jurisdiction(s). Wish I could be more helpful!
Click to expand...

Thank you for reading it over anyway. I appreciate it. I have until the 27th to sign and return.
 
#5,150
#5,150
Dtj64 said:
We are being punished for not mentioning GRUDEN often enough. It's called the Gruden effect.
Click to expand...

Little known fact: If you close your eyes, say his name three times, and spin clockwise each time you speak Gruden will appear as an astral projection to tell you he’s never going to coach at Tennessee.
 
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