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Having some trouble understanding some wording in a contract and how it affects the employee. The main passage is

You shall promptly disclose to the Company and to no-one else all copyright works or designs originated, conceived, written or made by you alone or with others (except only those works originated, conceived, written or made by you wholly unconnected with your employment) and shall until such time as such rights shall be fully absolutely vested in the Company hold them in trust for the Company.

What exactly does the term "wholly unconnected" really mean? Can a "connection" be something tenuous, for example...

If the job was a software engineering role, if the below were performed 100% out of work time, on personal hardware with no input from other employees at the company could they realistically be deemed as "connected" to the employment and owned by the employer?

I can understand the issue if company hardware was used for personal projects, but surely nobody can lay claim to things produced outside of work? It would be extremely tenuous in my opinion but could somebody argue something is connected because it required the same skills as the persons job, even if done on their own time?

  • Writing a book about software development
  • Releasing an open source piece of software not specifically aimed at the industry the company is in
  • Release a commercial piece of software not specifically aimed at or competing with the industry the company is in
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  • Sounds very much like an unenforceable clause in the contract. If you wrote a book and they tried to claim that because you were a software developer it was "connected" to your employment I doubt a court would allow it to stand.
    – user
    Oct 28, 2020 at 12:38

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"Wholly unconnected with your employment" means exactly that. Anything that is not connected to your functions or processes that you use in the course of your employment that your employer would have an interest in either protecting or marketing.

Writing a book about software development

If you are just a software developer, this would be fine unless you were talking about a process unique to your employer. If you worked in a publishing house that wrote software development books, this would be connected and must be disclosed to your employer.

Releasing an open source piece of software not specifically aimed at the industry the company is in

Again, this probably fine not to disclose since it would not be something you would develop as part of your employment, or under the umbrella of your company focus market.

Release a commercial piece of software not specifically aimed at or competing with the industry the company is in

Same as above.

Honestly though the best policy is being open. If you come to your company with your idea and tell them that it doesn't have any applications in your industry and would like to develop it in your own time, they would have a much harder leg to stand on in a court case when they finally figured out how to apply it.

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I think "not specially aimed at the industry the company is in" would not be a safe harbor. You work for a maker of nuts and bolts and are assigned to work on an accounting project. You release a free or not free package based on that work. Not specific to the industry but very specific to your employment.

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