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Comment by sytse | Hacker News Reader

Properly assigning IP rights is very important to us and it is hard to get right. This is standard language to ensure it is taken care of.

If you have side projects (many of us do, for example https://github.com/jneen/rouge is maintained by our team member Jeanine Adkisson) we recommend you email us the name to have an granted exception on record. If you want we can also add it to your hiring contract. We never declined such an exception.

But if there is an IP lawyer that wants to make an alternative proposal for this language we're all ears.

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It would help if you limited it in scope to related areas. The scope of the current wording is beyond ridiculous.

As it stands the clause effectively prohibits anything done by someone employed by you, regardless of whether it has anything to do with the company or not.

Parts 15 and 16 are worded as IP and business protection. 14 is certainly over-reaching.

Taking the wording you have used it would appear that an employee has to request written permission from their boss to do practically anything:

* Participate in a code dojo or hackathon

* Assist a friend in moving

* Help someone change a flat tyre

* Change your own flat tyre

The absurdity of the examples follow directly from the absurdity of the restriction placed upon people accepting the contract.

Whilst an individual sensible enough to read the contract would likely raise issue with it, it is all too easy to pressure them into signing anyway with phrases such as "standard language", leaving all the rest not sensible enough trapped.

I also note it is ironic that you suggest an external lawyer gives free advice on rewording, presumably this lawyer would have to foresight to have pre-approved giving such advice with their boss as they operate under their standard contract?

Of course I understand this is very likely a complete oversight. And that GitLab is very unlikely to have any malicious intent in this. However I do find the existence of such a clause very alarming.

For reference:

14. Additional jobs

Other than with the prior written permission of the Employer, the Employee is prohibited during the term of the Employment Contract to carry out work – either paid or not – of any nature whatsoever, either for himself and/or for third-parties.

Yeah, seems a bit much...

It should at least qualify the domain(s) with which the work pertains to.

Like I can't mow the lawn for the little old lady next door. Or take my friends kids to school.

"... either for himself and/or..."

Can't mow your own lawn either. And if you're an Orthodox Jew you can't use an elevator or oven.

My lay understanding is that any contract clause that a reasonable person would find unreasonable is by default not valid.

How would anyone enforce such a clause? Contract law isn't criminal law -the state nor federal prosecutor isn't going to come after you- so the aggrevied party would have to sue the other. Which wouldn't even make it to court for such an overreaching clause.

Edit: having said that, it seems unlikely a reasonable person could write that clause, so I'm not sure how such a thing could come about.

"My lay understanding is that any contract clause that a reasonable person would find unreasonable is by default not valid."

That understanding is entirely incorrect, unfortunately. While the law does provide for clauses that may be nullified or voided by either a court or existing case law, and does require a meeting of the minds and an exchange, simple "unreasonableness" is not grounds for voiding, nor is onerousness.

I agree the scope is very broad.

What do you think of the language used in 2b of https://www.docracy.com/53/employee-proprietary-information-... ?

"To the fullest extent under applicable law, the Company shall own all right, title and interest in and to all Inventions (including all Intellectual Property Rights therein or related thereto) that are made, conceived or reduced to practice, in whole or in part, by me during the term of my employment with the Company and which arise out of any use of Company’s facilities or assets or any research or other activity conducted by, for or under the direction of the Company (whether or not (i) conducted at the Company’s facilities, (ii) during working hours or (iii) using Company assets), or which are useful with or relate directly or indirectly to any “Company Interest” (meaning any product, service, other Invention or Intellectual Property Right that is sold, leased, used, proposed, under consideration or under development by the Company)."

Yes this seems much more reasonable.

I am not knowledgeable or awake enough to comment with certainty on the "or which are useful with or relate directly or indirectly to any “Company Interest”" as backtracking to what the 'or' refers to has broken my brain.

But on the whole that is the kind of clause I would expect. It is more than reasonable (I wouldn't invest in a company that didn't) to seek unilateral ownership over company related work, IP and assets.

Thank you for being so responsive, now I feel somewhat obliged to drop GitLab onto our stack of infrastructure proposals.

Cool, thanks for your feedback. We'll have our IP lawyer have a look to narrow the scope https://gitlab.com/gitlab-com/www-gitlab-com/issues/861 Feel free to add further context to the issue.

Don't feel obliged but of course I do encourage you to take a look at GitLab :)

Hungarian law says that the employer can only claim IP rights if there was a clear order from the employer to create the new stuff. I think this is a good approach too.

I'm guessing you should probably double check that section either way, as I would be surprised if the broad language is legally binding. At least in Norway, adding text to a contract that overreach (ie: tries to enforce a clause that is effectively illegal) generally voids the contract (or at the very least that section) - falling back to standard/minimal protection afforded by the law. This would (in Norway) probably be great for your employees, but maybe not what you want as a company.

As far as I know, several European jurisdictions would work in a similar way.

You've got me sucked in now. So let's assume that I work for Gitlab, and I host all of my side-work / personal projects on Gitlab. Do that mean that those projects are effectively using "company facilities or assets?"

Usually "using company time/equipment/etc." are viewed as things that you obtained via your employment with the company. But what about things owned by the company that I would have obtained via the same channels as any other customer. Does Oracle have a claim on IP created using a piece of Oracle consumer software by an Oracle employee?

FWIW this is fairly common legalese in Dutch employement law. It basically boils down to, if you want to do something on the side: 1. Just let us know. 2. Dont built something which competes with us.

But legally they are claiming full power over everything, and just not exercising that power in practice.

That is some excellent and honest language to describe why you put that in the contract the way that you did. Often people don't understand why it's there, and assume malicious intent to "steal" the private work of employees, but as shown in this case, it's simply an IP issue that cannot easily be resolved in a different way as far as you know. Reading your comments on the various places this discussion is happening, your clear and honest answers make me (and probably others) like GitLab even more!

You are incorrect in your assumption that it cannot easily be resolved. It would be trivial to declare it limited to a smaller domain - specifically the domain in which gitlab operates. As it stands now it is limitless in scope. as pointed out by many others, this is not reasonable.

If that is the case, you should definitely offer your legal advice to GitLab.

I happily would but would like to retain the option to mow my own lawn.

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