I strongly disagree. It's not unusual for a new employer to try to pull a fast one here, but IME the actual standard among reasonable employers and employees involves wording like "in the course of your employment" or the local equivalent. In short, what you do on company time, with company resources, or in connection with your work at the company is theirs, but anything else is yours by default. This sort of arrangement protects their interests just fine without granting them unnecessary and unreasonable control over their employees' lives outside work, at which point whether the employer is trying to screw the employee on this or not is academic because they have no contractual ability to do so.

But it doesn't. What it does is make the employer win by default, even for things that have nothing to do with the job. Given the dramatic power imbalance that almost certainly exists between employer and employee anyway, this is the wrong way around. In fact, it's such a bad idea that there is now statute law on the books in various jurisdictions -- including, as I understand it, some states in the USA -- explicitly to nullify such terms in employment contracts.

I'm afraid this matches neither my experience and, I'm willing to bet, the experience of just about everyone who's worked in the field in the US in the last couple of decades. Again, I know nothing about how things work in the UK. In the US, this stuff is a formality akin to all the other formalities of an employment contract, say, your tax, 401k and health insurance forms.

Edit: I guess the moral of the story is that something being dismissed as 'standard' is a red flag to confirm that on your own time. Maybe it is a standard, but if that's the only explanation they're using, it's not good enough to stand on it's own.

The fact it is common (and, sadly, it is) does not mean it is right.

Well, if it's meaningless you can take it out.

So suggest that.

You'll quickly find out when you suggest that, that "just a formality" usually translates as "ok, maybe it's not such a formality after all, but just sign the damn thing already please". Red flag, in other words.

Similarly, "standard" is another ridiculous term to use in contracts. There are no "standard" contractual clauses, there are only common contractual clauses, and "common" does not necessarily mean "reasonable". There are plenty of very common and highly unreasonable clauses like the one the OP complained about.

Both terms are examples of weasel words when used in the context of contracts: https://en.wikipedia.org/wiki/Weasel_word

I never said that. So your rephrasing my words into something I did not say and then wikipediaing me about 'weasel words' seems particularly ill-placed and insulting.

Since it very often isn't actually a formality, when the other side in a contract negotiation is using phrases like "just a formality" it very often qualifies as weasel words.

It's ultimately about power. You rely upon the company for sustenance, it doesn't rely upon you. That manifests in contractual terms which are basically designed to give the company license to completely screw you.

If the "list everything you've ever done" argument is reasonable, then the logical counter is actually rather stronger than that.

The true equivalent would be that the company must list all inventions and IP they have ever created in their history, including before you joined. Rights to anything they don't list automatically belong to you as the new employee, even if it was created on a work PC during working hours as a result of an employee's current job and the employee was duly paid for it. And if the employer then inadvertently grants rights to one employee and then the same rights to another one later, as they will for any invention or other IP they forgot to list, they are legally on the hook for any damages when it turns out they couldn't actually grant the rights the second (and third, and fourth...) time. Finally, employees are not required to accept any new items the company wants to add to its list of claimed inventions and IP, even if the new item is entirely created by staff on company time and using company resources.

I think it's fair to say you'd have trouble finding a company lawyer who advised their client to accept that kind of term. And yet companies attempt to impose the equivalent on their employees all the time.

I'm really not sure how you can think this is a decent way to phrase things just because 'this is standard practice'.

If you have a nicer, professionally-vetted, less scary-sounding AoI, that's terrific. I'd encourage you to post it somewhere as a template.

Some contracts state "The company owns everything you do, even in your spare time". I can't see how this protects the employee at all.

Pretty sure the parent was making a dry joke. 😉

1 how do you as a civillain know which ones aren't enforceable (justicable) 2 can you afford to fight an employers

So yes - I'd strongly agree with the overall sentiment that anyone with contractual issues with an employer speak to a employment lawyer. Interestingly enough in some situations UK law requires that the employer pays for the legal advice...

That said, it is always a good idea to keep really good records of what you're doing on your time, and the things you have "baking" when you join a company. That will help you in two ways, one it makes this paperwork trivial to fill out [1] I know of one case where it started a discussion with some IP people at the hiring company who then offered a lump sum to purchase the disclosed IP.

It is pretty standard language these days. Given the hiring challenges you have the option of working with a lawyer to create an agreement that is more agreeable to you, however failing to come to terms on that agreement is a perfectly reasonable reason for someone not to hire you, even if they had previously said they would.

Last tip, if its something that keeps you up at night you're probably not going to be happy, long term, working for anyone but yourself.

[1] One tip, you don't have to have list details here just a reference identifier, so for example if you're working on "Studmuffin: The Game" just mention "all rights related to the game: Studmuffin: The Game" on your disclosure form, and later if the question comes up (like they try to say you some how worked on it on their time) you can refer back to your dated notes from before your employment and your records that you kept on time spent that wasn't company time or company equipment.

And when I went to Sun my 'disclosures of previous inventions' was empty, when acquired by IBM it was about a page and a half. Of course if they are going to be somewhat detailed, so am I. So for example I now always mention my web site (which is much neglected of late but has a few ads which make a small amount a money each month), between my Google and Blekko engagements I had a pitched a storage idea to a couple of people, no one has actually built it yet so I keep it on the list, Etc. The sorts of the things you tend to collect over the years. Nobody has ever had any issue with me putting these things on the pre-disclosure list.

Generally I've found the much more onerous terms are the requirements for using your personal device to access work resources, they have gotten quite extreme (which I understand, given the security challenges). When the agreements start to reach out to computers or what not that I own and that do not have any connection with my employer I start to get a bit twitchy :-).

Bottom line, I think Sun's AoI had the same Intention as the ones the OP is talking about but it wasn't as verbose about it, and over the years I've noticed more and more verbiage to make it really clear that when you work for company X they really own the things you develop on their time, even if you think you're contributing to an open source project as part of your job. That latter wasn't even a 'thing' when I joined Sun.

Nobody has ever had any issue with me putting these things on the pre-disclosure list.

This has remained a happy invariant. Short of the rare case of ending up in a deeply adversarial relationship with your employer, I don't think anyone gives much of a hoot about this stuff. But it's useful to write it down.

We haven't seen the paperwork, but a deliberate change in employment contract is not something that's done just for fun or on a standard basis.

It doesn't seem to benefit the original poster to sign the contract as it stands. Contracts are supposed to be an equitable agreement between two parties - there is no "standard". Standards which benefit only the employer can and should be questioned.

OP should speak to an employment lawyer about the contract as a whole and any clause they are concerned about.

What about acquisition as in this case? That seems rather expected. It makes sense that procedures and policies change (including what contracts look like) to reflect what the "parent" company use, and there may be new set of IP brought to the company (which may cause new conflicts). And as the post above mentioned, it should benefit the employee as well by having a document listing what's truly his.

Acquired employees legally remain on their original employment terms and usually have rights to continue uninterrupted work on those same terms. This right also applies if a company is liquidated and reforms.

Given that employees have this legal right, and that acquiring employers must know this (employees tend to be less aware), an acquiring company holding a new employment contract should be treated with extreme suspicion. The company must negotiate what they need, or the employee can just continue on the old terms.

I would suggest an employment lawyer is necessary in that situation. Particularly, since just ignoring the employment contract may constitute implicit agreement.

I've signed employment contracts, not in the US.

I've hired lawyers to review employment contracts on several occasions.

One reason that advice here on HN is insufficient is because we don't know how or whether any clause affects or will affect the OP. A lawyer will be able to discuss the full consequences of the contract with reference to the OP's personal situation.

In my personal case, lawyers have consistently advised me that an Intellectual Property transfer clause is strongly against my interest to sign.

When I have taken this back to employers, this has led to quick and easy resolution - in both directions. In one case, that clause was stricken happily and with no problem. In another case, it quickly became obvious that the employer was acting in bad faith and I was happy to leave.

OP: this is a pretty standard clause. A common phrasing in CA would be

   Company owns right, title, and interest relating to any and all inventions 
   [...] during the term of my employment with Company to and only to the 
   fullest extent allowed by California Labor Code Section 2780.

I've signed very similar assignments for 5 different companies.

It is critical, however, to read your contract. I recently told a company (founded by ex-google, backed by tier 1 vc) to DIAF because they dropped in their 16 page (!!!) employment contract a few special terms:

if I conducted any company business on my cellphone or personal laptop they had the unlimited right to audit it.

I was like, well, if I take a miscellaneous call on my cellphone, that's conducting company business. So you now have the right to read my personal email on that same phone? Or if I answer a work email from my personal laptop, the same deal? Hells no.

But "...to the fullest extent allowed by law" seems pretty much like what I'm talking about - a "standard" clause that benefits the employer maximally and with unlimited scope. It appears to automatically update with any changes to that law to ensure that it continues to benefit the employer maximally and with unlimited scope.

It's implicitly threatening language that is otherwise only seen with "Shoplifters will be prosecuted..."

I would be pretty concerned about that. The fact that you have accepted that as a standard, personally or culturally, doesn't make this any less of a concern for me.

Accepting clauses like this, as standard without question, is bad for everyone in the labor market.

OP should argue with such a clause if it doesn't suit them.

You'll forgive me, but surely, in this case at least, this makes further conversation pointless. It's a question about a US employment contract and whether its clauses are onerous, unusual and how to handle them. A topic in which, as far as I can tell, by your own admission, you have neither experience nor expertise. Correct me if I've misrepresented your position in some way.

So on what basis do you claim it is "standard"? In which states?

I have no reason to believe it isn't fairly common but that's very different. I've come across clauses like that in various places in Europe too (though I've then usually been able to point out that under local law most of their clause is null and void).

I've given you a counter-example. I worked for a venture funded Silicon Valley startup. I didn't sign anything that gave them rights to anything created outside working hours on my own equipment. Neither did anyone else there.

I don't doubt it is common, but I've also not seen anything to indicate that it's something you'll meet often enough that I'd consider it "standard". Maybe my company was the one single exception in the entire US, but that seems unlikely to me, especially given the other comments here.

So this is a non-negotiable reduction in the legal position of the employees at best.

I'm not sure why you think that is true.

So this is a non-negotiable reduction in the legal position of the employees at best.

This is an extraordinary statement that requires the requisite evidence. I don't think it matches US law or precedent, it simply seeks to formalize it, while giving the other party a full and fair negotiating position.

Every single case I can think of where employer and employee/buyer got into such a spat are the ones where such agreements were not in place. Can you think of a counterexample?

My anecdata differs. I was with a company that was acquired and I had to sign a non-compete that did not have with my previous employer. (There may have been other things as well in the contract but I don't remember.) Said acquirer, BTW, has been one of the most vocal in preventing Massachusetts from putting non-compete restrictions in place

I can absolutely 100% guarantee you that if there ends up being a legal dispute here, anything and everything signed by the employee will be used against them to the extent possible. Nothing is going to be "a formality" in that case, which is the only case where it really matters.

"Standard" is just another way of saying, "we hope you don't try to negotiate anything, because that would be inconvenient."

Both are ways of trying to make an already lopsided transaction even more unfair.

My response to "standard" would be, it may be standard for you but it's not standard for me, so I'm going to check it out, and if I want changes I'll suggest them. If you're inflexible on making changes, then I guess we won't sign. My response to "formality" would be, if it's important then it matters, and if it's not important let's just take it out.

It's really funny how these things suddenly change if you challenge them. Stuff that's "just a formality" suddenly becomes super important if you try to remove it. Stuff that's "standard and cannot be changed" is suddenly completely negotiable if you tell them you'll walk if it's not changed.

I've never had anybody who rented me an apartment or sold me car insurance try to tell me that their agreement was "standard." I mean, I'm sure the insurance stuff at least is literally standard, in the sense that they have a single document they give to everybody. But I've never had anyone use the word "standard" in any context except a stupid contract that they wanted to scare me away from negotiating.

I have no illusions about being able to negotiate a contract I get from Geico. But I also won't sign it unless I actually agree with the whole thing. Call it "standard," fine. But don't say it's "standard" therefore it's OK if there are parts you don't like.

And I don't care how common it is, a contract that says the company by default owns everything you've ever done except for things you've explicitly listed is oppressive. What if you just forgot about something important when you make the list? A clause that says things you make on company time are owned by the company is somewhat sensible (although my understanding is that it's unnecessary, as that's already the law). Say you have to tell them everything you've ever made, and they by default claim anything you didn't explicitly list, is nuts.