Legal Question in Intellectual Property in California
Convenant against disclosure & assignment of rights to intellectual property
I signed a standard ''Confidential Information and Invention Assignment Agreement'' and now in a Separation Agreement they are providing an ''Exhibit A'' (which I did not sign). In this new attachment, they lay claim to work that I may do after termination ''in any way pertaining to any subject matter related to the existing or contemplated business,...''. Signing the separation agreement forces me to ''comply with the Employee's obligations under Exhibit A for all post employment periods as if he/she signed Exhibit A.'' I have asked to sign instead with Exhibit A replaced by the original standard document I had previously signed. Otherwise, I feel that this would be an infringement on my own intellectual capital since it is likely that any future employment will be in a related area and may fall under the post-employment restrictions as posited in their Exhibit A. This situation is further confounded by the fact that I am of retirement age and in a difficult employment environment.
1 Answer from Attorneys
Re: Convenant against disclosure & assignment of rights to intellectual property
It sounds like both sides have legitimate concerns that the agreement does not express accurately. This is usually something that can be negotiated. If you need suggested revisions language or assistance negotiating reasonable changes, I have prior experience in this type of matter and you are welcome to phone or email.
(Please note that this response does not form an attorney-client relationship but is only an invitation to discuss the matter further. Representation requires a conflict check and my office sends an engagement letter.)
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