I have been asked to sign an employment agreement which includes

The Employee irrevocably appoints the Employer as the Employee’s lawful and authorised attorney to sign a document or do any thing and generally to use the Employee’s name so as to give to the Employer the full benefit of this clause.

in the clause relating to Intellectual Property.

My main concern here is that so as to reads to me as if it was an example of possible usage, and not a limitation of authorisation. Something along the lines of "appoint us as your attorney so we can sign paperwork, such as those required for this clause, on your behalf."

Using the example from https://english.stackexchange.com/a/129573

Ensure that the firewall is properly configured so as to prevent an attacker from infiltrating our network.

could seem to support this since a "properly configured firewall" can do more than just protect your network from infiltration.

If the phrase for the purposes of was used instead it would read as though authorisation was being granted, but would be restricted to this one specific use case.

In terms of legal documents (and probably everywhere else?) does so as to restrict the authorisation to only the provided purpose?


Contractual terms must always be read in context. Given the context, it is unlikely that the term could support the definition that you are worried about. It is clear that the purpose of you appointing the company as your attorney is to allow them to perfect the IP rights you have given them by the other parts of the clause; not to allow them to sell your house or make end-of-life decisions.

If you are worried about it, ask them what they mean and ask for the clause to be clarified to your satisfaction.

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  • Thanks, Dale. I just read up on contextual vs textual to confirm the "always be read in context" which has helped as well. Thanks again. – fatty Jul 12 '15 at 0:08

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