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This language was in the Ownership of work clause in a contract I was recently asked to sign as a freelance writer. The company's lawyer said that it was in case they needed to sue someone for plagiarism. But it doesn't seem to limit their powers.

Can someone please tell me what this paragraph means, and if it's something I should refuse to sign? It scares me to give anyone that kind of power.

"Consultant agrees to execute any documents and perform any other acts as may be reasonably required by Company or its assignees or licensees to further evidence or effectuate Company’s rights and intellectual property as set forth in this paragraph, and Consultant hereby appoints Company as his/her attorney-in-fact (which appointment is irrevocable and coupled with an interest), with full power of substitution and delegation, to execute any and all such documents and do any and all such other acts consistent herewith that Consultant fails to promptly perform after a reasonable opportunity to review and negotiate same."

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This seems to be boilerplate text: for example, see this SEC filing at section 6.1 ("OWNERSHIP") or this SEC filing at section 7 ("Intellectual Property"). My guess is that it is there to allow the company to be able to fill out copyright/patent registration forms if you don't for some reason.

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... as may be reasonably required ... to further evidence or effectuate Company’s rights and intellectual property as set forth in this paragraph

Seems pretty limited to me.

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  • Nothing here "seems pretty limited." One would have to know what a court would consider "reasonable" in such a case in order to make that determination.
    – A.fm.
    Commented Feb 21, 2018 at 23:36
  • @A.fm. We do know what courts consider reasonable - it is a well established objective measure
    – Dale M ♦
    Commented Feb 22, 2018 at 1:01
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    Not exactly, @Dale M. For example, can you state for OP what may be required of her should she sign this contract and, at some point, someone challenges the other party's rights and intellectual property as set forth in the paragraph? Unlikely. Conversely, we can predict the "reasonable" in the last sentence regarding the time she would have to review and negotiate certain documents and other acts. Even then, depending on what those docs are, whether she has to consult an attorney, etc., that time period may be subject to argument before the judge.
    – A.fm.
    Commented Feb 22, 2018 at 3:18
  • @A.fm. No and neither can anybody state what the reasonable interpretation of any clause in the contract is. However, many things will be clearly reasonable or unreasonable, it is only edge cases where doubt exists.
    – Dale M ♦
    Commented Feb 22, 2018 at 4:23
  • what? Yes, of course, many people can state what the reasonable interpretation of many clauses in contracts are. Contracts are often upheld and many contracts are executed without controversy over the terms. But that's beside the point; it's not about whether or not what the company might someday ask OP to do would eventually be found reasonable or not; rather, this submission was not even an answer and, worse, it mistakenly characterizes OP's situation as one that "seems pretty limited" when, without more info, it may not be.
    – A.fm.
    Commented Feb 22, 2018 at 4:36

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