Legal Question in Employment Law in Delaware

I'm about to sign a contract as a consultant and the company I'm signing the contract for is asking me to agree to the following inventions clause. I want to make sure the company does not take ownership of inventions outside of the scope of the work I'm performing for the company. Can someone make a suggestion?

Inventions. Consultant hereby sells, transfers and assigns and agrees to sell, transfer and assign to Company all of the entire right, title and interest of Consultant in and to all software and all other inventions, ideas, discoveries and

improvements, including all patents, copyrights, trade secrets and other intellectual property made or conceived by Consultant, solely or jointly, in whole or in part, in the performance of his duties for Company. All such software and other inventions, ideas, discoveries and improvements shall be considered work made for hire by Consultant for Company.


Asked on 4/21/16, 1:18 pm

1 Answer from Attorneys
Roman Fichman Esq. Law Practice of Roman Fichman Esq.

Generally speaking, this seems to be over reaching language. The correct more narrowly tailored language would depend on the scope of your work, any prior existing IP (intellectual property) that you own / have developed in the past and the type of compensation you will be receiving (among some of the important factors to consider).

I highly recommend that you have an attorney review the agreement. Once a contractual assignment is made it is extremely difficult to undo it, so need to figure this before work begins.

Generally, review of these agreements is fairly straightforward and inexpensive. Please contact me directly at info (at) thelegalist (dot) com. I can have it review expeditiously.

Roman R. Fichman, Esq.

www.TheLegalists.com │ @TheLegalist

email: Info (@) TheLegalists (dot) com

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Answered on 4/21/16, 1:30 pm


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