Non compete: does this company own my code?

[Eliasaile]

What is the name of your state (only U.S. law)? Pennsylvania

I was recently hired by a company and would like to know what I'm getting into with their non-compete agreement. In particular, what do you think the last paragraph below (the one in bold) is saying? Thanks.


[content of the contract deleted]

 

[The Occultist]

If you produce the code on company time and/or using company equipment or servers, then yes, they own your code. If you use your own equipment and use absolutely NOTHING from the company, then you're fine as long as the code you're writing does not produce anything that could be considered as competing against your company (even if its creation occurs on your down-time away from the company). There's a chance that whether or not your code competes with the company is subjective, but that's what court cases are for, and unless you have money put aside to defend yourself in a costly lawsuit, I would recommend you do not poke the bear.

 

[The Occultist]

Oops, I guess disregard my post...sorry Quincy!

 

[quincy]

Members of this forum cannot analyze the terms and conditions of specific contracts. That goes beyond the scope of this forum.

You will want to have the contract personally reviewed by an attorney in your area prior to signing. You want to fully understand exactly what signing the contract means to you and your IP during your employment (see: work for hire) and what signing means for you and your IP after your employment ends (see: trade secrets, noncompete, nondisclosure).

Good luck.

 

[Eliasaile]

If you produce the code on company time and/or using company equipment or servers, then yes, they own your code. If you use your own equipment and use absolutely NOTHING from the company, then you're fine as long as the code you're writing does not produce anything that could be considered as competing against your company (even if its creation occurs on your down-time away from the company). There's a chance that whether or not your code competes with the company is subjective, but that's what court cases are for, and unless you have money put aside to defend yourself in a costly lawsuit, I would recommend you do not poke the bear.

Thanks for replying, The Occultist. The job I was hired for is for web developer, my main concern is with this part: "and which does not pertain to the field of Internet Marketing, Web Design and Development, App development and Mobile Development services." At first, I thought the same thing you thought, but then I read that. So my interpretation of it is that any invention I make on my own time and use with my own equipment belongs to me, EXCEPT if my invention is in the field of "Internet Marketing, Web Design and Development, App development and Mobile Development services."

 

[The Occultist]

Keep in mind I am not an attorney and I did violate the TOS on this board. You should do as Quincy advised and get that looked at by an actual attorney instead of listening to me.

 

[quincy]

Thanks for replying, The Occultist. The job I was hired for is for web developer, my main concern is with this part: "and which does not pertain to the field of Internet Marketing, Web Design and Development, App development and Mobile Development services." At first, I thought the same thing you thought, but then I read that. So my interpretation of it is that any invention I make on my own time and use with my own equipment belongs to me, EXCEPT if my invention is in the field of "Internet Marketing, Web Design and Development, App development and Mobile Development services."

It is more complicated than that. You can also have problems using what you learned in your job if it is not known outside the company.

Again, you will need to seek out personal help from an attorney in your state. What you want exceeds the scope of this forum.

As a note: Your original post is being edited.

 

[Eliasaile]

It is more complicated than that. You can also have problems using what you learned in your job if it is not known outside the company.

Again, you will need to seek out personal help from an attorney in your state. What you want exceeds the scope of this forum.

As a note: Your original post is being edited.

Okay, thank you.

 

[quincy]

No apologies necessary, The Occultist. Everything you wrote was good information.

And we can provide general information about contracts. Having the actual contract posted was the problem.

 

[HRZ]

A practical issue may be if you are engaged in outside work and it becomes known, the employer may just terminate you

 

[quincy]

A practical issue may be if you are engaged in outside work and it becomes known, the employer may just terminate you

The contract allows for working on one's own time. The work that can be done, however, is limited by the contract terms (as The Occultist noted).

 

[HRZ]

SOrry the contract terms were not available to me ...

IF the contract allows for working on ones own time ...I would think it the minimum prudent step that OP have a written signed OK from his or her boss or a level up that the following project ( describe ) is not competing with the employers interest ( quote the contract )

 

[LdiJ]

SOrry the contract terms were not available to me ...

IF the contract allows for working on ones own time ...I would think it the minimum prudent step that OP have a written signed OK from his or her boss or a level up that the following project ( describe ) is not competing with the employers interest ( quote the contract )

I would think that the contract would have to bar him from doing side work, rather than specifically allowing it.

 

[FlyingRon]

I would think that the contract would have to bar him from doing side work, rather than specifically allowing it.

I don't agree. An employee is party to lots of proprietary knowledge. Him conducting a supposedly indendent work related to what he's doing for his "day job" is likely to have issues.

It's best to hammer out an agreement on such work BEFORE COMMENCING with employers. I routinely processed and approved these for my employees when they had nothing to do with what we were doing (one guy I remember was designing boat hulls which is pretty divorced from the intelligence work we were doing).

 

[quincy]

SOrry the contract terms were not available to me ...

IF the contract allows for working on ones own time ...I would think it the minimum prudent step that OP have a written signed OK from his or her boss or a level up that the following project ( describe ) is not competing with the employers interest ( quote the contract )

That wouldn't be a bad idea. But there are problems even with that.

The limits placed on Eliasaile if he signs the contract as worded appear to prevent Eliasaile from doing any other work in his chosen field. He will want to discuss with his attorney what signing the contract "as is" means to him as a web developer/software developer both while he is employed with the company and once he leaves the company.

The part of the contract that was quoted addressed company trade secrets and nondisclosure, patents, copyrights, and competition. Similar terms can be found in most contracts where the work involves IP. The contract was removed from the original thread because it was direct copy of the contract with the company name mentioned throughout. The company would not want its contract discussed on an open forum.

Although it is possible to provide general information, Eliasaile cannot escape the need for a personal review and assistance from an IP professional in his area. The contract requires a legal analysis of its terms and we cannot do that on this forum.