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I have applied for a job as a software developer in the UK and have been sent back a contract which has the following wordage:

You agree that all rights to all material created in the course of your employment with the Company (including ownership of physical material) shall vest in the Company. In consideration of the Company entering into this Contract, you herby assign the Intellectual Property Rights with full title guarantee to the Company absolutely for as long as such rights subsist (including all renewals, reversions, extensions and revivals of such rights). For the purposes of this Clause "Intellectual Property Right" shall mean all rights and in the nature of Copyright, or database rights, patent rights, design rights (registered and/or unregistered), rights to trade marks (registered and/or unregistered) and all analogous rights whether now existing or created in the future to which you may now or at any time after the date of this Contract be entitled in respect of material created in the course of your engagement under this Contract.

You agree that you will, at the discretion of the Company, do all such things and sign and execute all such documents and deeds as may be required to perfect, protect or enforce any of the rights assigned to the Company under this Clause. You herewith irrevocably and unconditionally waive all moral rights to which you may now or at any time in the future will be entitled under the Copyright Designs and Patents Act 1988 (and under any similar laws enforced from time to time throughout the world) in respect of the material created by you in the course of your employment.

As far as I can see this means that I sign away any rights I currently have to any IP and also that I sign all rights to any IP I create whilst working for the company. The hiring manager says that I have this wrong and that it only means anything related to work that I would undertake during my employment with the company.

Am I correct or is the hiring manager correct ?

The reason I ask is I don't want to sign away my current IP rights as I have several side projects which are important to me. I also want to be able to continue working on these projects in my own time which this seems to disallow.

The second question is that the recruiter has basically said that I can get a separate email from the manager clarifying what this means rather than change the wording on this contract. How legally enforceable would this be ?

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As far as I can see this means that I sign away any rights I currently have to any IP and also that I sign all rights to any IP I create whilst working for the company. The hiring manager says that I have this wrong and that it only means anything related to work that I would undertake during my employment with the company.

Based on the quoted language, the hiring manager is correct. The key phrase is "all rights to all material created in the course of your employment with the Company"

This means things created as part of your new job. It does not mean copyrights or other IP you now own, nor does it mean rights to things you create outside of work hours, unrelated to your job, not as part of any work assignment, and not created on work premises or using work equipment.

You might want to confirm this by talking with a local lawyer with some IP experience and some employment law experience. A one-time consult should be available at a fairly small cost.

The section about "whether now existing or created in the future" refers not to existing IP, but to existing kinds of IP and existing laws. If the UK should pass a new "algorithm rights " law next year, this language attempts to make sure that such rights are covered without needing you to sign a revised contract. Note that this phrase occurs as part of the definition of the term "Intellectual Property Right", and it is limited by the phrase "in respect of the material created by you in the course of your employment."

A contract that attempted to claim all existing IP you may hold that is unrelated to your employment, or one which tried to claim IP having no relation to your future employment might be held void as against public policy. In any case, if it was ambiguous, any such ambiguity should be resolved against the drafter of the contract (here the company) and in favor of the other party.

A separate email might be taken into account as showing what your "meeting of the minds" was with the company insofar as the contract language is ambiguous. It will not, however, be effective in changing the plain meaning of the contract.

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  • This answer quora.com/… seems to contradict what you have said
    – Dave3of5
    Commented Jun 7, 2021 at 16:44
  • I@Dave3of5 I think that Quota answer is incorrect, but to get an authoritative response, consult a lawyer knowledgeable in employment law in the relevant jurisdiction.
    – David Siegel
    Commented Jun 7, 2021 at 16:49
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    @Dave3of5 The statement later in that answer that " The companies that usually use this are software development companies to try and copyright code… which is a legal nightmare :- source code is 26–40 English key words inter-spaced with numbers etc. Each English word is not copyrightable, and neither is a combination of English words. This then comes down to the tenancy of the work. " is flatly wrong, which reduces the credibility of the whole answer IMO./
    – David Siegel
    Commented Jun 7, 2021 at 16:54
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    @Dave3of5 Davids answer is correct and that Quora answer is incorrect. There are three sentences in your agreement which suitably limit its scope: "created in the course of your employment with the Company" and "in respect of material created in the course of your engagement under this Contract" and "in respect of the material created by you in the course of your employment."
    – user28517
    Commented Jun 8, 2021 at 2:08

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