├── .github └── workflows │ └── main.yml ├── Balanced_Employee_IP_Agreement.md ├── CODE_OF_CONDUCT.md ├── CONTRIBUTING.md ├── Employee_IP_Laws.md ├── LICENSE.md └── README.md /.github/workflows/main.yml: -------------------------------------------------------------------------------- 1 | name: Check Markdown links 2 | 3 | on: push 4 | 5 | jobs: 6 | markdown-link-check: 7 | runs-on: ubuntu-latest 8 | steps: 9 | - uses: actions/checkout@v2 10 | - uses: gaurav-nelson/github-action-markdown-link-check@v1 11 | -------------------------------------------------------------------------------- /Balanced_Employee_IP_Agreement.md: -------------------------------------------------------------------------------- 1 | # Balanced Employee Intellectual Property Agreement 2.0.0 2 | 3 | This BALANCED EMPLOYEE INTELLECTUAL PROPERTY AGREEMENT is between the person named below and [COMPANY NAME], a [State of Incorporation] corporation ("Company"). 4 | 5 | **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 without limitation concepts, designs, developments, discoveries, ideas, improvements, inventions, patents, trade secrets, trademarks, copyrights, and works of authorship. In relation to software, IP covers both source code and object code. 6 | 7 | **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. 8 | 9 | **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. 10 | 11 | The Company also believes that it's important to be clear on what it doesn't own. The Company doesn't want you looking over your shoulder every time you work on something personal or worrying that the Company will someday seize your open source non-lethal mousetrap simulation software. In other words, the Company isn't interested in appropriating your personal projects. 12 | 13 | **Read this.** Please read this document and be sure you understand it before you sign it. Due to issues of scale, fairness, and consistency, the Company cannot, by and large, negotiate its terms. If you feel you have a particular circumstance that keeps you from signing, please let Legal know. And, of course, you're always free and encouraged to get your own legal counsel to explain anything you're not clear on. 14 | 15 | Cool? Then, by signing this Agreement, and as a condition of your employment, you agree to the following: 16 | 17 | 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 or whether or not you did the work in or outside a Company office. Your compensation for creating Company IP is your regular salary or pay, except in cases where you are entitled to a separate payment under applicable mandatory law (Legal will inform you when this might apply). Company IP is work made for hire, but to the extent the 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. 18 | 19 | Where assignment of full ownership is not possible as a matter of applicable mandatory law, your assignment to the Company covers, to the broadest extent possible under such law, the exclusive (also in relation to you), irrevocable, fully paid-up, royalty-free, perpetual, non-terminable, sublicensable (at multiple levels), transferable, worldwide rights to change, modify, combine, and otherwise use and exploit (both commercially and non-commercially) Company IP in any known and currently unknown manner, without restriction. 20 | 21 | 2. **What the Company doesn't own.** If you create IP outside the scope of your employment or contract or before or after your employment or contract ("Your IP"), 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. 22 | 23 | The Company also doesn't own IP excluded by laws applicable to your employment. 24 | 25 | 3. **License to the Company for Your IP.** In some cases, the Company may need rights to Your IP. It's still yours, of course, but in the following circumstances (a) or (b), you grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, non-terminable, sublicensable (at multiple levels), transferable, worldwide license to change, modify, combine, and otherwise use and exploit (both commercially and non-commercially) Your IP in any known and currently unknown manner, without restriction ("License"): 26 | 27 | (a) If you know or should know about the use of Your IP in a Company project, product, service, or internal systems and agree or do not object to that use; or 28 | 29 | (b) If Your IP is created during the term of your employment or contract work and Your IP relates to the Company's business, operations, or actual or demonstrably anticipated research or development. 30 | 31 | 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. 32 | 33 | 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. 34 | 35 | 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. You also agree that you will not use or disclose to the Company anything that you are required to keep confidential, and will continue to honor any valid prior non-disclosure, proprietary rights, or other contractual agreements you have with anyone else. 36 | 37 | 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 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 and Your IP licensed to the Company under this agreement. 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. 38 | 39 | 8. **Survivorship.** If any terms of this Agreement are found invalid or unenforceable by any court, agency, or arbiter with jurisdiction over this Agreement, the remaining terms will survive with full effect. 40 | 41 | 42 | Print Name: ＿＿＿＿＿＿＿＿＿＿＿＿＿ 43 | 44 | Sign: ＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿ 45 | 46 | Date: ＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿ 47 | -------------------------------------------------------------------------------- /CODE_OF_CONDUCT.md: -------------------------------------------------------------------------------- 1 | Contributor Covenant Code of Conduct 2 | 3 | Our Pledge 4 | 5 | In the interest of fostering an open and welcoming environment, we as 6 | contributors and maintainers pledge to making participation in our project and 7 | our community a harassment-free experience for everyone, regardless of age, body 8 | size, disability, ethnicity, gender identity and expression, level of experience, 9 | nationality, personal appearance, race, religion, or sexual identity and 10 | orientation. 11 | 12 | Our Standards 13 | 14 | Examples of behavior that contributes to creating a positive environment 15 | include: 16 | 17 | * Using welcoming and inclusive language 18 | * Being respectful of differing viewpoints and experiences 19 | * Gracefully accepting constructive criticism 20 | * Focusing on what is best for the community 21 | * Showing empathy towards other community members 22 | 23 | Examples of unacceptable behavior by participants include: 24 | 25 | * The use of sexualized language or imagery and unwelcome sexual attention or 26 | advances 27 | * Trolling, insulting/derogatory comments, and personal or political attacks 28 | * Public or private harassment 29 | * Publishing others' private information, such as a physical or electronic 30 | address, without explicit permission 31 | * Other conduct which could reasonably be considered inappropriate in a 32 | professional setting 33 | 34 | Our Responsibilities 35 | 36 | Project maintainers are responsible for clarifying the standards of acceptable 37 | behavior and are expected to take appropriate and fair corrective action in 38 | response to any instances of unacceptable behavior. 39 | 40 | Project maintainers have the right and responsibility to remove, edit, or 41 | reject comments, commits, code, wiki edits, issues, and other contributions 42 | that are not aligned to this Code of Conduct, or to ban temporarily or 43 | permanently any contributor for other behaviors that they deem inappropriate, 44 | threatening, offensive, or harmful. 45 | 46 | Scope 47 | 48 | This Code of Conduct applies both within project spaces and in public spaces 49 | when an individual is representing the project or its community. Examples of 50 | representing a project or community include using an official project e-mail 51 | address, posting via an official social media account, or acting as an appointed 52 | representative at an online or offline event. Representation of a project may be 53 | further defined and clarified by project maintainers. 54 | 55 | Enforcement 56 | 57 | Instances of abusive, harassing, or otherwise unacceptable behavior may be 58 | reported by contacting the project team at opensource@github.com. All 59 | complaints will be reviewed and investigated and will result in a response that 60 | is deemed necessary and appropriate to the circumstances. The project team is 61 | obligated to maintain confidentiality with regard to the reporter of an incident. 62 | Further details of specific enforcement policies may be posted separately. 63 | 64 | Project maintainers who do not follow or enforce the Code of Conduct in good 65 | faith may face temporary or permanent repercussions as determined by other 66 | members of the project's leadership. 67 | 68 | Attribution 69 | 70 | This Code of Conduct is adapted from the Contributor Covenant, version 1.4, 71 | available at http://contributor-covenant.org/version/1/4/ 72 | -------------------------------------------------------------------------------- /CONTRIBUTING.md: -------------------------------------------------------------------------------- 1 | ## Contributing 2 | 3 | Hi there! We're thrilled that you'd like to contribute to the Balanced Employee IP Agreement (BEIPA). Your help is essential. Our [README](README.md) describes the project, its purpose, and caveats, and is necessary reading for contributors. 4 | 5 | Contributions to this project are released to the public domain under [CC0-1.0](LICENSE.md). 6 | 7 | Please note that this project is released with a [Contributor Code of Conduct](CODE_OF_CONDUCT.md). By participating in this project you agree to abide by its terms. 8 | 9 | ## Help wanted 10 | 11 | Browse [open issues](https://github.com/github/balanced-employee-ip-agreement/issues) to see current requests. We also generally want to hear about: 12 | 13 | * Legal issues with BEIPA (e.g., how it works in different jurisdictions) 14 | * Typos 15 | * Clearer wording 16 | * Companies using BEIPA 17 | * Translations 18 | * Other employee IP agreements that have been open sourced 19 | 20 | [Open an issue](https://github.com/github/balanced-employee-ip-agreement/issues/new) to tell us about any of the above. You may also open a pull request to propose specific changes, but it's always OK to start with an issue. 21 | 22 | Substantive questions about and suggestions for BEIPA are welcome. We'll try to acknowledge them promptly, but may take a long time to respond on the substance, if we can. GitHub uses a version of the agreement, so our communication about it and direction for its development must be carefully considered. Also, remember that such communication [is not legal advice and comes without warranty](README.md#disclaimer). 23 | 24 | ## Versioning 25 | 26 | BEIPA applies MAJOR.MINOR.PATCH [semantic versioning](http://semver.org/) to its domain as follows: 27 | 28 | 1. MAJOR version when objectives of agreement change. A company using BEIPA would have to fully evaluate a new major version to determine fit. 29 | 2. MINOR version when agreement changes do not change objectives of agreement but are substantial enough to merit legal scrutiny from any user. 30 | 3. PATCH version for corrections which any user would likely want to accept with minimal additional review. 31 | 32 | Any change to the agreement text mandates a new version. Before merging any change to the agreement to main, a maintainer will: 33 | 34 | 1. Have changes reviewed by GitHub Legal. 35 | 2. Update version number in the agreement title/heading and commit to branch to be merged. 36 | 3. Merge branch with new version. 37 | 4. Tag and push: `git tag vx.x.x; git push --tags` 38 | 5. Create docx, odt, and pdf copies of the agreement: 39 | ``` 40 | pandoc -f commonmark+smart Balanced_Employee_IP_Agreement.md -o Balanced_Employee_IP_Agreement.docx 41 | pandoc -f commonmark+smart Balanced_Employee_IP_Agreement.md -o Balanced_Employee_IP_Agreement.odt 42 | pandoc --pdf-engine=xelatex -f commonmark+smart Balanced_Employee_IP_Agreement.md -o Balanced_Employee_IP_Agreement.pdf 43 | ``` 44 | 6. Make a [release](https://help.github.com/articles/creating-releases/) from the tag created above, adding the docx, odt, and pdf copies as binary attachments. 45 | 7. https://github.com/github/balanced-employee-ip-agreement/releases/latest will show the release just made. 46 | 47 | This process may become more involved if and when required by translations, support for additional jurisdictions, or desire to have old versions available in source tree, rather than only in history. At this time it is not necessary to design these procedures before they are needed. 48 | 49 | ## Resources 50 | 51 | - [Contributing to Open Source on GitHub](https://guides.github.com/activities/contributing-to-open-source/) 52 | - [Using Pull Requests](https://help.github.com/articles/about-pull-requests/) 53 | - [GitHub Help](https://help.github.com) 54 | -------------------------------------------------------------------------------- /Employee_IP_Laws.md: -------------------------------------------------------------------------------- 1 | ## Laws Concerning Employment Agreements and Intellectual Property Assignment 2 | 3 | ### United States 4 | 5 | #### California 6 | 7 | 8 | 9 | > 2870\. (a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: 10 | > (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or 11 | > (2) Result from any work performed by the employee for the employer. 12 | > (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable. 13 | > (Amended by Stats. 1991, Ch. 647, Sec. 5.) 14 | > 15 | > 2871\. No employer shall require a provision made void and unenforceable by Section 2870 as a condition of employment or continued employment. Nothing in this article shall be construed to forbid or restrict the right of an employer to provide in contracts of employment for disclosure, provided that any such disclosures be received in confidence, of all of the employee’s inventions made solely or jointly with others during the term of his or her employment, a review process by the employer to determine such issues as may arise, and for full title to certain patents and inventions to be in the United States, as required by contracts between the employer and the United States or any of its agencies. 16 | > (Added by Stats. 1979, Ch. 1001.) 17 | > 18 | > 2872\. If an employment agreement entered into after January 1, 1980, contains a provision requiring the employee to assign or offer to assign any of his or her rights in any invention to his or her employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention which qualifies fully under the provisions of Section 2870. In any suit or action arising thereunder, the burden of proof shall be on the employee claiming the benefits of its provisions. 19 | > (Added by Stats. 1979, Ch. 1001.) 20 | 21 | #### Delaware 22 | 23 | 24 | 25 | > § 805 Employee's right to certain inventions. 26 | > 27 | > Any provision in an employment agreement which provides that the employee shall assign or offer to assign any of the employee's rights in an invention to the employee's employer shall not apply to an invention that the employee developed entirely on the employee's own time without using the employer's equipment, supplies, facility or trade secret information, except for those inventions that: 28 | > 29 | > (1) Relate to the employer's business or actual or demonstrably anticipated research or development; or 30 | > (2) Result from any work performed by the employee for the employer. 31 | > 32 | > To the extent a provision in an employment agreement purports to apply to the type of invention described, it is against the public policy of this State and is unenforceable. An employer may not require a provision of an employment agreement made unenforceable under this section as a condition of employment or continued employment. 33 | > 34 | > 64 Del. Laws, c. 257, § 1; 70 Del. Laws, c. 186, § 1.; 35 | 36 | #### Illinois 37 | 38 | 39 | 40 | > (765 ILCS 1060/1) (from Ch. 140, par. 301) 41 | > Sec. 1. This Act shall be known and may be cited as the "Employee Patent Act". 42 | > (Source: P.A. 83-493.) 43 | > 44 | > (765 ILCS 1060/2) (from Ch. 140, par. 302) 45 | > Sec. 2. Employee rights to inventions - conditions). (1) A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this State and is to that extent void and unenforceable. The employee shall bear the burden of proof in establishing that his invention qualifies under this subsection. 46 | > (2) An employer shall not require a provision made void and unenforceable by subsection (1) of this Section as a condition of employment or continuing employment. This Act shall not preempt existing common law applicable to any shop rights of employers with respect to employees who have not signed an employment agreement. 47 | > (3) If an employment agreement entered into after January 1, 1984, contains a provision requiring the employee to assign any of the employee's rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. 48 | > (Source: P.A. 83-493.) 49 | > 50 | > (765 ILCS 1060/3) (from Ch. 140, par. 303) 51 | > Sec. 3. This Act takes effect upon becoming a law. 52 | > (Source: P.A. 83-493.) 53 | 54 | #### Kansas 55 | 56 | 57 | 58 | > 44-130. Employment agreements assigning employee rights in inventions to employer; restrictions; certain provisions void; notice and disclosure. (a) Any provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer shall not apply to an invention for which no equipment, supplies, facilities or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless: 59 | > (1) The invention relates to the business of the employer or to the employer's actual or demonstrably anticipated research or development; or 60 | > (2) the invention results from any work performed by the employee for the employer. 61 | > (b) Any provision in an employment agreement which purports to apply to an invention which it is prohibited from applying to under subsection (a), is to that extent against the public policy of this state and is to that extent void and unenforceable. No employer shall require a provision made void and unenforceable by this section as a condition of employment or continuing employment. 62 | > (c) If an employment agreement contains a provision requiring the employee to assign any of the employee's rights in any invention to the employer, the employer shall provide, at the time the agreement is made, a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless: 63 | > (1) The invention relates directly to the business of the employer or to the employer's actual or demonstrably anticipated research or development; or 64 | > (2) the invention results from any work performed by the employee for the employer. 65 | > (d) Even though the employee meets the burden of proving the conditions specified in this section, the employee shall disclose, at the time of employment or thereafter, all inventions being developed by the employee, for the purpose of determining employer and employee rights in an invention. 66 | > History: L. 1986, ch. 186, § 1; July 1. 67 | 68 | #### Minnesota 69 | 70 | 71 | 72 | > 181.78 AGREEMENTS; TERMS RELATING TO INVENTIONS. 73 | > Subdivision 1. Inventions not related to employment. Any provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer shall not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee's own time, and (1) which does not relate (a) directly to the business of the employer or (b) to the employer's actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this state and is to that extent void and unenforceable. 74 | > Subd. 2. Effect of subdivision 1. No employer shall require a provision made void and unenforceable by subdivision 1 as a condition of employment or continuing employment. 75 | > Subd. 3. Notice to employee. If an employment agreement entered into after August 1, 1977 contains a provision requiring the employee to assign or offer to assign any of the employee's rights in any invention to an employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility or trade secret information of the employer was used and which was developed entirely on the employee's own time, and (1) which does not relate (a) directly to the business of the employer or (b) to the employer's actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by the employee for the employer. 76 | > History: 1977 c 47 s 1; 1986 c 444 77 | 78 | #### Nevada 79 | 80 | 81 | 82 | > NRS 600.500  Employer is sole owner of patentable invention or trade secret developed by employee.  Except as otherwise provided by express written agreement, an employer is the sole owner of any patentable invention or trade secret developed by his or her employee during the course and scope of the employment that relates directly to work performed during the course and scope of the employment. 83 | > (Added to NRS by 2001, 942; A 2003, 2832) 84 | 85 | #### North Carolina 86 | 87 | 88 | 89 | > Article 10A. 90 | > 91 | > Inventions Developed by Employee. 92 | > 93 | > § 66-57.1. Employee's right to certain inventions. 94 | > Any provision in an employment agreement which provides that the employee shall assign or offer to assign any of his rights in an invention to his employer shall not apply to an invention that the employee developed entirely on his own time without using the employer's equipment, supplies, facility or trade secret information except for those inventions that (i) relate to the employer's business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by the employee for the employer. To the extent a provision in an employment agreement purports to apply to the type of invention described, it is against the public policy of this State and is unenforceable. The employee shall bear the burden of proof in establishing that his invention qualifies under this section. (1981, c. 488, s. 1.) 95 | > 96 | > § 66-57.2. Employer's rights. 97 | > (a) An employer may not require a provision of an employment agreement made unenforceable under G.S. 66-57.1 as a condition of employment or continued employment. An employer, in an employment agreement, may require that the employee report all inventions developed by the employee, solely or jointly, during the term of his employment to the employer, including those asserted by the employee as nonassignable, for the purpose of determining employee or employer rights. 98 | > (b) An employer's ownership of an employee's invention, discovery, or development that has or becomes vested in the employer by contract or by operation of law shall not be subject to revocation or rescission in the event of a dispute between the employer and employee concerning payment of compensation or benefits to the employee, subject to any contrary provision in the employee's written employment agreement. The foregoing provision shall not apply where the employee proves that the employer acquired ownership of the employee's invention, discovery, or development fraudulently. 99 | > (c) If required by a contract between the employer and the United States or its agencies, the employer may require that full title to certain patents and inventions be in the United States. (1981, c. 488, s. 1; 2016-114, s. 4.) 100 | 101 | #### Utah 102 | 103 | 104 | 105 | > Chapter 39 106 | > Employment Inventions Act 107 | > 108 | > 34-39-1 Citation of act. 109 | > This act is known as the “Employment Inventions Act.” 110 | > 111 | > 112 | > Enacted by Chapter 217, 1989 General Session 113 | > 114 | > 34-39-2 Definitions. 115 | > As used in this chapter: 116 | > (1) “Employment invention” means any invention or part thereof conceived, developed, reduced to practice, or created by an employee which is: 117 | > (a) conceived, developed, reduced to practice, or created by the employee: 118 | > (i) within the scope of his employment; 119 | > (ii) on his employer’s time; or 120 | > (iii) with the aid, assistance, or use of any of his employer’s property, equipment, facilities, supplies, resources, or intellectual property; 121 | > (b) the result of any work, services, or duties performed by an employee for his employer; 122 | > (c) related to the industry or trade of the employer; or 123 | > (d) related to the current or demonstrably anticipated business, research, or development of the employer. 124 | > (2) “Intellectual property” means any and all patents, trade secrets, know-how, technology, confidential information, ideas, copyrights, trademarks, and service marks and any and all rights, applications, and registrations relating to them. 125 | > 126 | > Enacted by Chapter 217, 1989 General Session 127 | > 128 | > 34-39-3 Scope of act -- When agreements between an employee and employer are enforceable or unenforceable with respect to employment inventions -- Exceptions. 129 | > (1) An employment agreement between an employee and his employer is not enforceable against the employee to the extent that the agreement requires the employee to assign or license, or to offer to assign or license, to the employer any right or intellectual property in or to an invention that is: 130 | > (a) created by the employee entirely on his own time; and 131 | > (b) not an employment invention. 132 | > (2) An agreement between an employee and his employer may require the employee to assign or license, or to offer to assign or license, to his employer any or all of his rights and intellectual property in or to an employment invention. 133 | > (3) Subsection (1) does not apply to: 134 | > (a) any right, intellectual property or invention that is required by law or by contract between the employer and the United States government or a state or local government to be assigned or licensed to the United States; or 135 | > (b) an agreement between an employee and his employer which is not an employment agreement. 136 | > (4) Notwithstanding Subsection (1), an agreement is enforceable under Subsection (1) if the employee’s employment or continuation of employment is not conditioned on the employee’s acceptance of such agreement and the employee receives a consideration under such agreement which is not compensation for employment. 137 | > (5) Employment of the employee or the continuation of his employment is sufficient consideration to support the enforceability of an agreement under Subsection (2) whether or not the agreement recites such consideration. 138 | > (6) An employer may require his employees to agree to an agreement within the scope of Subsection (2) as a condition of employment or the continuation of employment. 139 | > (7) An employer may not require his employees to agree to anything unenforceable under Subsection (1) as a condition of employment or the continuation of employment. 140 | > (8) Nothing in this chapter invalidates or renders unenforceable any employment agreement or provisions of an employment agreement unrelated to employment inventions. 141 | > 142 | > Enacted by Chapter 217, 1989 General Session 143 | 144 | #### Washington 145 | 146 | 147 | 148 | > RCW 49.44.140 149 | > 150 | > Requiring assignment of employee's rights to inventions—Conditions. 151 | > (1) A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this state and is to that extent void and unenforceable. 152 | > (2) An employer shall not require a provision made void and unenforceable by subsection (1) of this section as a condition of employment or continuing employment. 153 | > (3) If an employment agreement entered into after September 1, 1979, contains a provision requiring the employee to assign any of the employee's rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work preformed [performed] by the employee for the employer. 154 | > 155 | > [ 1979 ex.s. c 177 § 2.] 156 | -------------------------------------------------------------------------------- /LICENSE.md: -------------------------------------------------------------------------------- 1 | CC0 1.0 Universal 2 | 3 | Statement of Purpose 4 | 5 | The laws of most jurisdictions throughout the world automatically confer 6 | exclusive Copyright and Related Rights (defined below) upon the creator and 7 | subsequent owner(s) (each and all, an "owner") of an original work of 8 | authorship and/or a database (each, a "Work"). 9 | 10 | Certain owners wish to permanently relinquish those rights to a Work for the 11 | purpose of contributing to a commons of creative, cultural and scientific 12 | works ("Commons") that the public can reliably and without fear of later 13 | claims of infringement build upon, modify, incorporate in other works, reuse 14 | and redistribute as freely as possible in any form whatsoever and for any 15 | purposes, including without limitation commercial purposes. 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A company using BEIPA doesn't try to claim control of an employee's free time knowledge production, nor does it try to extend company control past the period of employment. Think of BEIPA as a commitment to employee autonomy and "work-life balance" – for the mind. 4 | 5 | BEIPA was started as a reusable version of GitHub's employee IP agreement. Your company can use BEIPA too, and modify it as needed. If you'd like to help improve BEIPA for everyone, file an issue or make a pull request. While aiming to maintain the same "balanced" policy, we're keen to see feedback and suggestions for improving BEIPA and associated documentation. Please read our [contributing guidelines and instructions](CONTRIBUTING.md). 6 | 7 | Contributors to this project are not your lawyers and nothing in this repository is legal advice. See extended [disclaimer](#disclaimer) below. 8 | 9 | PDF, ODT, and DOCX copies of BEIPA are [available for download](https://github.com/github/balanced-employee-ip-agreement/releases/latest). 10 | 11 | ## FAQ 12 | 13 | ### Why are employee IP agreements deemed necessary by employers? 14 | 15 | In the United States, without an express agreement employers usually own [works subject to copyright](https://www.copyright.gov/circs/circ09.pdf) and have either [ownership or a "shop right" to use inventions](http://scholars.law.unlv.edu/cgi/viewcontent.cgi?article=1251&context=nlj#page=2). With an express agreement, employers can obtain lower risk, more certainty, and more control over more IP in more situations – so it's easy to understand that robust IP agreements with employees (and contractors) are necessary. But it's possible for IP agreements to go too far... 16 | 17 | ### How does BEIPA differ from other employee IP agreements? 18 | 19 | Many employee IP agreements are very generous – to employers. To the extent [allowable by law](#in-what-jurisdictions-is-beipa-applicable), employers get control over everything employees create while employed, 24/7, over work created before their employment, and sometimes even to gain control over what former employees create through "non-compete" terms. For an overview, see _[The New Cognitive Property: Human Capital Law and the Reach of Intellectual Property](https://ssrn.com/abstract=2517604)_. 20 | 21 | BEIPA only claims _exclusive control_ of what the employee creates during the period of employment and within the scope of their job, and _non-exclusive freedom to use_ other creations relating to the company's business. There surely are many other approaches to relatively "balanced" employee IP policy. We encourage progressive companies and workers to share their [agreements and lessons](#what-are-some-other-relatively-balanced-approaches). 22 | 23 | ### Why would an employer want to use BEIPA? 24 | 25 | Your best employees are creative all of the time. BEIPA is good for recruitment, retention, and motivation – just like other practices and policies that authentically promote work-life balance and autonomy: 26 | 27 | * Employees who feel they need to look over their shoulder and hide personal projects are demotivated and set up for conflict. 28 | * You don't want to push out employees who feel they need to leave in order to work on a personal project. 29 | * You don't want to keep employees who are staying only because they're uncertain whether they have the rights needed to leave and work on a side project full time. 30 | * You want to encourage employee learning through creation and contributions to their communities (e.g., through open source), unhindered by need for employer permission. 31 | * Controlling employee side projects does not contribute to revenue or profit. 32 | * Having a non-exclusive license to employee IP _related to the business_ maximizes benefit from employees' 24/7 creativity without the above downsides. 33 | 34 | ### Why would an employee want to use BEIPA? 35 | 36 | You don't want to have to look over your shoulder or hide, feel forced into staying or leaving, or discouraged from learning and contributing with free time projects, because the employer may be claiming to own your creations. You can know that your employer has made an authentic commitment to (at least) one aspect of work-life balance. 37 | 38 | ### Why is BEIPA good for innovation? For society? 39 | 40 | We know that societies and industries prosper when there is clear and fair (thus efficient and legitimate) property ownership and high labor autonomy and mobility. Employer control of all IP created by employees, even created during free time and not related to the business, sets up conflict, is perceived as unfair, and has employees and their ideas trapped. The effects of such control projected into the future (or not) has been well [studied](http://webdoc.sub.gwdg.de/ebook/serien/lm/DRUIDwp/10-02.pdf): the non-enforceability of non-compete agreements in California is one of the key advantages Silicon Valley has had over other regions, where employees have to wait years to strike out on their own. 41 | 42 | Broad adoption of BEIPA should have similar beneficial effects for the communities and industries in which BEIPA is adopted. 43 | 44 | ### What does BEIPA mean for open source? 45 | 46 | BEIPA makes it clear that an employee can contribute to open source projects in their free time, without needing employer permission. But BEIPA is not specific to open source: An employee can also work on a closed source project in their spare time, and own it. BEIPA controls when an employer owns IP created during a period of employment, and when an employee does (and when the employer gets a non-exclusive and unlimited license). Open source adds another dimension, permission to *anyone* to use a knowledge product (e.g., software), subject to at most very limited conditions concerning provenance and sharing. 47 | 48 | The IP owner of a knowledge product can decide to release the product as open source, whether the owner is an employer or employee, but doesn't have to. So BEIPA is mostly orthogonal to open source, but it will probably result in somewhat more open source developed by employees, simply because it removes a barrier or uncertainty around doing so. 49 | 50 | A different employee IP agreement *could* stipulate that all IP created by the employee will be released as open source. That's not what BEIPA does, but if you know of such an agreement used in the wild, we'd love to hear about it (and about other more esoteric employer/employee balanced or generous to the public employee IP agreements, perhaps involving joint ownership). 51 | 52 | ### What does BEIPA mean for patents? 53 | 54 | BEIPA covers all forms of IP. A BEIPA covered employee can file a patent on work outside of the scope of their employment, and the employee would own it (if it is related to the employer's business, the employer automatically gets a non-exclusive license). 55 | 56 | If employer and employee have particular patent objectives, they could be spelled out in a different or complementary IP agreement or other policy. One example of such an agreement is the [Innovator's Patent Agreement](https://github.com/twitter/innovators-patent-agreement) from Twitter, a commitment from a company to its employees that the company will not use patents in offensive litigation without the permission of the inventors. Other pertinent policy choices include participation in anti-troll and non-aggression networks such as [LOT](http://lotnet.com/) and [OIN](https://www.openinventionnetwork.com/), as well as contributing to open source projects. 57 | 58 | ### In what jurisdictions is BEIPA applicable? 59 | 60 | BEIPA was initially written for the United States. Version 2.0 also incorporates language necessary for use in Germany. Feedback on making it more useful in any jurisdiction is most [welcome](CONTRIBUTING.md). 61 | 62 | Even within the United States, limits on employer ability to claim *all* employee-created IP vary. In [California](http://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?division=3.&chapter=2.&lawCode=LAB&article=3.5.) the main difference made by BEIPA is that IP developed with company equipment or relating to the company's business, but in an employee's free time and which the employee is not involved in as an employee, is not owned by the company (but the company does get a non-exclusive and unlimited license if the IP relates to the company's business). This recognizes that from the employee perspective, segregating one's life activities based on ownership of devices at hand or relatedness to an employer's potentially vast range of business that an individual employee is not involved with as an employee imposes significant cognitive overhead and often doesn't happen in practice, whatever agreements state. It also recognizes from the employer's perspective that the employer has a real interest in being able to use any IP created during an employee's term of employment that is related to their business (note this expands and makes explicit the traditional "shop right" to use in lieu of demanding exclusive control). In some states with less employee-friendly law, BEIPA makes a bigger difference relative to the maximum employer control allowable by law often baked into employee IP agreements. 63 | 64 | See [Laws Concerning Employment Agreements and Intellectual Property Assignment](Employee_IP_Laws.md) for a collection of some laws regulating employee IP agreements. Some of these may be helpful information for or even required notifications to covered employees. Currently only U.S. state laws are included. Contributions to coverage of other jurisdictions are welcome. 65 | 66 | ### Can I use BEIPA? 67 | 68 | From an IP (copyright) perspective, the agreement is dedicated to the public domain (see [license](#license) below), so the answer is yes. But please be reminded that it is offered without warranty (see [disclaimer](#disclaimer) below). 69 | 70 | ### How is BEIPA pronounced? 71 | 72 | In English, think Beijing. Say Bay-pa. 73 | 74 | In other languages, use the natural pronunciation based in the spelling. 75 | 76 | ### What are some other relatively balanced approaches? 77 | 78 | #### Employer 79 | 80 | Defaults matter _a lot_, but clear and well-executed processes that allow employees to own personal projects or contribute to open source can also contribute significantly to balance. A [Model IP/OSS Policy](https://processmechanics.com/2015/07/22/a-model-ip-and-open-source-contribution-policy/) documents such processes in an employee IP agreement, based on practice at Rackspace. Google has publicly documented some of their processes for [personal project ownership](https://opensource.google.com/docs/iarc/) and [releasing open source](https://opensource.google.com/docs/releasing/). 81 | 82 | #### Employee 83 | 84 | [ContractPatch](https://sfconservancy.org/contractpatch/), information about negotiating employment agreements for open source developers. 85 | 86 | #### Public Policy 87 | 88 | Various U.S. states are considering [non-compete reform](https://obamawhitehouse.archives.gov/the-press-office/2016/10/25/fact-sheet-obama-administration-announces-new-steps-spur-competition), tracked at [Fair Competition Law](https://www.faircompetitionlaw.com/). 89 | 90 | ## Acknowledgements 91 | 92 | [@hoolio](https://github.com/hoolio), [@jessephus](https://github.com/jessephus), and [@talniv](https://github.com/talniv), with feedback from GitHub employees and external counsel, created GitHub's employee IP agreement, which BEIPA makes reusable. 93 | 94 | ## Disclaimer 95 | 96 | GitHub, Inc. is not a law firm and does not offer legal advice. GitHub, Inc. and contributors to BEIPA offer no warranty of any kind and disclaim all forms of liability for BEIPA. Consult with your own attorney before using BEIPA. 97 | 98 | ## License 99 | 100 | Dedicated to the public domain under [CC0-1.0](LICENSE.md) by GitHub, Inc. and contributors. 101 | 102 | Note that CC0-1.0 does not grant any trademark permissions. 103 | 104 | ### Norms 105 | 106 | If you adapt BEIPA's text for your company's use other than by replacing bracketed `[]` fields, please change its name or state that you've changed the agreement so its no longer BEIPA. If you wish to attribute BEIPA, a [link](https://github.com/github/balanced-employee-ip-agreement) to its repository would be nice. If you'd like to tell us about how you've used BEIPA, or give us feedback, [please do](https://github.com/github/balanced-employee-ip-agreement/blob/main/CONTRIBUTING.md#help-wanted). 107 | --------------------------------------------------------------------------------