My question involves independent contractors in the state of: Texas
I have been asked to sign a contract with the following language:
8.1 During the course of performing under this Agreement, the CONTRACTOR and its directors, officers, employees, or other representatives may, independently or in conjunction with the COMPANY, conceive, develop or contribute to material or information related to the Business or Project of the COMPANY, including, without limitation, software, technical documentation, ideas, inventions (whether or not patentable), hardware, know-how, marketing plans, designs, techniques, documentation and records, regardless of the form or media, if any, on which such is stored (referred to in this Agreement as “Proprietary Property”).
8.2 The CONTRACTOR acknowledges and agrees that all such Proprietary Property and documentation produced by the CONTRACTOR, including but not limited to memoranda, research notes, correspondence, emails, pleadings, and reports in the course of its work for the COMPANY, shall be the property of the COMPANY, and the CONTRACTOR shall retain no ownership, interest, or rights therein.
I am concerned that by signing this I will not be able to work with other companies in my industry due to the potentially broad interpretation of the term "related to the Business". Is there any alternative wording that I could suggest to my employer which would prevent them from owning proprietary property I develop for other clients in the same industry?
Thanks in advance.
I have been asked to sign a contract with the following language:
8.1 During the course of performing under this Agreement, the CONTRACTOR and its directors, officers, employees, or other representatives may, independently or in conjunction with the COMPANY, conceive, develop or contribute to material or information related to the Business or Project of the COMPANY, including, without limitation, software, technical documentation, ideas, inventions (whether or not patentable), hardware, know-how, marketing plans, designs, techniques, documentation and records, regardless of the form or media, if any, on which such is stored (referred to in this Agreement as “Proprietary Property”).
8.2 The CONTRACTOR acknowledges and agrees that all such Proprietary Property and documentation produced by the CONTRACTOR, including but not limited to memoranda, research notes, correspondence, emails, pleadings, and reports in the course of its work for the COMPANY, shall be the property of the COMPANY, and the CONTRACTOR shall retain no ownership, interest, or rights therein.
I am concerned that by signing this I will not be able to work with other companies in my industry due to the potentially broad interpretation of the term "related to the Business". Is there any alternative wording that I could suggest to my employer which would prevent them from owning proprietary property I develop for other clients in the same industry?
Thanks in advance.
Contracts and Agreements: Definition of "Related to Business" in Intellectual Property Clause
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