Legal Question in Employment Law in New York
Loss of ownership for 'commercial exploitation'?
A potential employer wants me to sign an NDA that would allow them to take complete owneship of any intellectual property I create during the time I work with them if I 'commercially exploit' said intellectual property. They also forbid me to patent or copyright anything without their prior approval while working for them.
Can this clause be enforced? Is it legal for a company to dicatate what I can do on my free time (assuming it does not compete with or interfere with the employer's business)?
The rationale given is that they forbid anything that can be commercially exploited because they believe if I'm commercially exploiting something I do on my own time, I'm not focused enough on the company's goals.
2 Answers from Attorneys
Re: Loss of ownership for 'commercial exploitation'?
You should really submit this under "contracts" instead of employment or Labor law. Essentially that is what your question involves.
The answer to your question depends:
a) on what your position with the company is and whether you are in a position where you are paid for creating intellectual property;
b) assuming you are, this is a relatively common provision, and should be limited to apply only to what you do with respect to the employer's business interests, and exclude your independent pursuits, by defining the terminology in the contract of employment or NDA.
Re: Loss of ownership for 'commercial exploitation'?
Yes, such a clause can be enforced, I would advise you not to agree to such terms, if necessary look for a different employment opportunity.
Should you like to discuss this or any other legal matter, you can e-mail me for more information about low cost face-to-face, on-line, or a telephone consultation with a lawyer in our office.
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