A few years ago we needed to introduce employment contracts for all staff at Catalyst. When we got the example contract back from our HR consultant, she had quite naturally biased it strongly in the employers favour, and as a consequence it had a very anal and lawyerly clause in it regarding the ownership of intellectual property.

This clearly wasn't going to work well in our environment so I decided to take the opportunity to try and write a clause which was fair and reasonable, which considered the likely desires of both parties, and which expressed an understanding of the sort of environment which often happens with free open-source software.

It seems that many people who are interested in working on open source software are also people who will work on (i.e. fiddle with :-) things in their spare time, but they will not necessarily consider the possible consequences of using conmpany resources to do so. I have heard of situations where employment contracts (or perhaps even government enacted legislation) will give ownership of an individual's work to their employer in such situations, so I also wanted the contract to make it clear where and how this might happen.

I would like to hear people's comments on the contract clauses which we use here. Is this fair to both parties? Have I missed something? Is the meaning clear?

Also, I need to make it clear that it is OK for people to use this text, so I hereby place the text of the following Intellectual Property clause in the public domain.

Intellectual Property

1. All intellectual property, including source code, objects and documentation, relating to work carried out while in the employment of ${COMPANY}, remains the property of ${COMPANY}, subject to the exceptions outlined below.
2. All intellectual property, including source code, objects and documentation, owned prior to joining ${COMPANY} remains your property. If you choose to use such intellectual property, including source and objects during your time at ${COMPANY}, ${COMPANY} will have the rights to their continued use in perpetuity, including access to the source code of all versions of such software in use at ${COMPANY}.
3. If ${COMPANY} asks you to do something, then we expect that while you work on that something, you will be being paid by us and we (or our clients) will own the IP. In some cases we may elect to open-source that, and may decide to jointly own the IP or make some other arrangement, but it would be at ${COMPANY}’s option.
4. If you work on something by your own choice, and on your own time, then you are welcome to own the IP, but if you use the premises or computers of ${COMPANY} to do that work then you must license it under a free, open-source license agreed with ${COMPANY}.
5. ${COMPANY} may choose to fund some part of your time to work on OSS projects in a non-directed way. ${COMPANY} will expect to own the IP for such work, and to participate in the choice of license for such code.
6. All of the above is subject to confidentiality of client information, and constraints which clients may specifically request in relation to specific project work from time to time.

Over To You

I wrote that because I couldn't find examples around the place of similar things. I guess I still see people looking for that sort of thing so I'm publishing it here with the idea of providing a seed which can perhaps grow into something else.

A few specific questions I would like you to think about:

• Are there any loopholes in this?
• Does this seem like a fair agreement?
• Is there anything missing?
• Is there any part you would like to see changed?

Then, perhaps, if we can see some general agreement on what would, or would not, be a useful standard we can encourage people to use it in their future contracts. I am hoping that through your collective wisdom I will be changing this clause in Catalyst's standard employment contract.