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@pchestek @mlinksva
pchestek authored and mlinksva committed Mar 3, 2018
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17 changes: 10 additions & 7 deletions Balanced_Employee_IP_Agreement.md
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Expand Up @@ -4,7 +4,7 @@ This BALANCED EMPLOYEE INTELLECTUAL PROPERTY AGREEMENT is between person named b

**What is this?** This is the Company's Intellectual Property Agreement ("Agreement"). If you've worked in the technology space before, there's a good chance that you've run across one or more of these in the past. This document is the official, entire and exclusive agreement on what intellectual property ("IP") is yours, and what belongs to the Company. "IP" includes concepts, designs, developments, discoveries, ideas, improvements, inventions, trade secrets, trademarks, and works of authorship.

**What is this not?** This document only concerns IP ownership and licensing. Please refer to the Company employee handbook, your contract, and other policies on security, confidentiality, acting in the Company's best interest, releasing and maintaining Company open source projects, and other topics related to IP and information and the Company's business. Check with the Company's legal department ("Legal") for any situation not clearly and fully addressed by Company policy.
**What is this not?** This document only concerns IP ownership and licensing. Please also refer to the Company employee handbook, your contract, and other policies on security, confidentiality, acting in the Company's best interest, releasing and maintaining Company open source projects, and other topics related to IP and information and the Company's business. Check with the Company's legal department ("Legal") for any situation not clearly and fully addressed by Company policies.

**Why is this?** The Company needs to be clear on what IP it owns and has rights to. Its customers, employees, and investors depend on the Company having the legal rights to the products and services it is providing so that the Company can continue operating and doing business.

Expand All @@ -14,23 +14,26 @@ The Company also believes that it's important to be clear on what it doesn't own

Cool? Then, by signing this Agreement, and as a condition of your employment, you agree to the following:

1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create, during the term of your employment or contract work, _within the scope of your employment or contract_. You hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP. All Company IP that you are involved with or create as part of your work for the Company is [work made for hire](http://www.copyright.gov/circs/circ09.pdf) under copyright law and compensated by your regular salary or pay.
1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create, during the term of your employment or contract work, _within the scope of your employment or contract_. This is regardless of the time of day you did the work or whether or not you did it using your own equipment. Your compensation for creating Company IP is your regular salary or pay. The Company IP is work made for hire, but to the extent Company doesn’t own the rights automatically, you hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP.

2. **What the Company doesn't own.** If you create IP outside the scope of your employment or contract, the Company doesn't own it. This is true regardless of the computer you use to develop your IP, including the one furnished to you by the Company.

The Company also doesn't own IP excluded by laws such as those listed in Exhibit A. You acknowledge you have reviewed Exhibit A and have read those laws applicable to you.

3. **License to Company for your IP in Company projects.** If you include your own IP – such as IP you created prior to working for the Company – into a Company project, it's still yours, of course, but you grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, sublicensable, transferable, worldwide license to use it without restriction in any way or implementation, in modified form, or as is, by itself, or incorporated into a product or service ("License"). If you include your name in any project over which the Company would have rights under this Agreement, such as in a copyright notice or a comment in code or documentation, then the License covers the rights associated with that use of your name as well.
3. **License to Company for your IP.** You grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, sublicensable, transferable, worldwide license to use your personally-owned IP without restriction in any way or implementation, in modified form, or as is, by itself, or incorporated into a project, product or service ("License"):

The License also covers any IP that you create, or help create during the term of your employment or contract work, _outside the scope of your employment or contract_, but only if it relates to the Company's business or actual or demonstrably anticipated research or development.
1. If you agree to the use of your IP – such as IP you created prior to working for the Company – in a Company project, product or service;
2. For any IP that you create, or help create during the term of your employment or contract work, _outside the scope of your employment or contract_, if it relates to the Company's business, operations, or actual or demonstrably anticipated research or development.

4. **Check with Legal on using non-Company IP in Company projects.** When the Company relies on a license to use non-Company IP (such as IP you own or that was created by others and submitted to an open source project) in Company projects, Legal needs to be clear that the license is adequate. You agree to follow Company policies and procedures for using non-Company IP in Company projects.
If you include your name in any material in which the Company has rights under this Agreement, such as in a copyright notice or a comment in code or documentation, then the License covers the rights associated with that use of your name as well.

5. **Check with Legal on your contributions to non-Company projects.** The Company recognizes that you may be engaged in work that requires you to submit Company IP to entities other than the Company, such as open source projects used by the Company. Please make sure that Legal is aware of what you're working on so that Legal can help with any licensing issues. If any project asks you to sign a contribution agreement, you should check with Legal before doing so.
4. **Check with Legal on using non-Company IP.** When the Company relies on a license to use non-Company IP (such as IP you own or that was created by others and submitted to an open source project), Legal needs to be clear that the license is adequate. You agree to follow Company policies and procedures for the Company's use of non-Company IP.

5. **Check with Legal on your contributions to non-Company projects.** The Company recognizes that you may be engaged in work that requires you to submit Company IP to entities other than the Company, such as open source projects used by the Company. Please make sure that Legal is aware of what you're working on so that Legal can help with any licensing issues. If anyone asks you to sign a contribution agreement, you should check with Legal before doing so.

6. **No conflicts.** You agree that you don't have any outstanding agreements or obligations that conflict with those in this Agreement, and that you won't enter into conflicting agreements in the future.

7. **Cooperation.** The Company might someday need to show the work that went into the development of IP that it uses or has used, or to make government filings to establish that it owns the IP or has rights over it. To help in those situations, you agree not to destroy any records you maintain relating to the development of any Company IP, and, if the Company asks, to provide those records to the Company. You authorize the Company to act on your behalf (as your agent and attorney-in-fact) in securing all rights related to Company IP. You agree to help the Company secure or defend its rights in Company IP or IP under License in Section 3, including after you leave the Company. For your help after you leave the company, the Company will compensate you at a reasonable rate.
7. **Cooperation.** The Company might someday need to show the work that went into the development of IP that it uses or has used, or to make government filings to establish that it owns the IP or has rights to it. To help in those situations, you agree to maintain all records relating to the development of any Company IP, and, if the Company asks, to provide those records to the Company. You authorize the Company to act on your behalf (as your agent and attorney-in-fact) in securing all rights related to Company IP. You agree to help the Company secure or defend its rights in Company IP or IP under the License in Section 3, including after you leave the Company. For your help after you leave the company, the Company will compensate you at a reasonable rate.


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