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I am a computer coder / algorithm developer and am just getting started in industry where I know I'll have to deal with IP agreements. In particular, the question I'm asking here came about because I was set to go ahead with a company funded masters project writing code and developing algorithms.

The IP agreement for this project felt so restrictive to me that I (sadly) ended up declining the project. It essentially said that all copyright, patents, know-how, etc. would belong to the company.

The main reason I declined was because I thought it could give me problems later on if I were to work for a different company applying similar algorithms, potentially for a similar purpose.

For argument sake, let's say there were no patents; would I be able in the future to write code for another company that used similar algorithms, expressed in slightly different terms (noting that there only so many ways you can actually code up these algorithms)?

As an aside, I'd love if you could give me, someone just starting in industry, some advice on how to navigate this topic of IP, especially noting that these contracts can feel rather vague/ambiguous as to what you're actually allowed to do after completing the project. I understand I'll probably eventually just have to bite the bullet and be ok with signing this sort of thing if I want to get a job.

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    Are these algorithms proprietary that are developed by the client or you, that you want to use later? Or are these algorithms and methods generally known in the industry?
    – Ron Beyer
    Jun 5 at 4:23
  • Though it's hard to say before the project begins, it'd probably be a mix of all of the above: algorithms I produce, algorithms the company already has IP rights to, and algorithms that are generally known.
    – Spaterman
    Jun 5 at 8:18
  • What sort of IP protection do these algorithms supposedly enjoy? They are not subject to copyright protection. The code that is a particular expression of an algorithm may be subject to copyright protection, but that doesn't prevent you from coding the same algorithm anew without reference to the code you wrote previously.
    – phoog
    Jun 5 at 14:22
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would I be able in the future to write code for another company that used similar algorithms, expressed in slightly different terms (noting that there only so many ways you can actually code up these algorithms)?

Yes. The clauses you describe ("all copyright, patents, know-how, etc. would belong to the company") are about intellectual property, not to be confused with non-compete agreements.

Copyright matters are convoluted and jurisdictionally inconsistent, but elementary tasks or commands are not copyrightable insofar as they lack the originality/innovation on which copyright is premised. Likewise, a similarity of algorithms does not necessarily imply misappropriation of [employer's] trade secrets. The lower the originality of an algorithm or implementation, the unlikelier a company will have a valid claim of copyright or of misappropriation of trade secrets.

I'd love if you could give me, someone just starting in industry, some advice on how to navigate this topic of IP, especially noting that these contracts can feel rather vague/ambiguous

IP particulars aside, you made the right decision by reading/understanding and declining a contract that you consider unacceptable. People, and especially those who are starting their career, tend to do the opposite: First they sign a contract that is unintelligible or unacceptable to them, and by the time they regret signing that contract they cannot evade the ensuing ramifications.

It is typical for employment agreements to have clauses of the sort you describe. However, that does not mean that you have to agree to those clauses. A person's freedom of contract is neither determined nor necessarily constrained by the common practices. From your freedom of contract it follows that you can always propose changes to the contract a counterparty (such as an employer) wants you to sign. Once the parties have signed a contract, such modifications are harder to attain because the favored party has no incentive to give up its beneficial position.

When it comes to contract ambiguities, it is important to bear in mind the doctrine of contra proferentem and that its application is subject to reasonability and consistency [of the adopted interpretation] with the contract altogether.

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  • Thanks for you answer. I've posted a follow up question if you're interested here
    – Spaterman
    Jun 9 at 5:55
  • @Spaterman "I've posted a follow up question if you're interested" The issue as to "any algorithm" can be ascertained only by us knowing more details about the contract. As for 2., see the 2nd-to-last paragraph of this answer. That being said, SE needs to remedy the fact that one of the new mods keeps deleting answers arbitrarily. Meanwhile the efforts we spend addressing users' questions are at permanent risk of becoming a waste of time. Jun 9 at 16:08

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