I'm about to sign a long terms terms contract for software development and maintenance. This job implies working with several applications and creating new ones. It seems to be difficult to put all of the tasks and assignments I'm going to working on and I totally understand that the company I'm going to work with has to make sure they keep rights for the software I create for them. I personally think it's fair the company is going to own any code and IP rights under their project.

On the other hand I'd like to make sure my own projects or any side projects that I may take part in the future do not / will not fall under this agreement. I am talking about any other code that I write in my free time commercial/open source in a non-competing field.

So I'd like to include a general sentence to acknowledge that I (or some other project) will still keep any rights for my(their) code while the current project keeps any right for the code (designs, written text) I write specifically for them.

What would be a good example of such clause?


1 Answer 1


You need a lawyer

There is no magic phrase to do what you want. The company will care about defending their assets, while you will want to defend yours. Only a lawyer will be able to tailor the condition that makes sense based on what your job's domain covers and your side projects.

It is entirely possible that your personal projects conflict with your employer's, and you must then put your personal projects on hold or risk getting sued. e.g.) developing two pieces of software that does the same thing. Your lawyer will be able to advise on how that looks and what to do. No random strangers on the internet can give you accurate advice.

  • Developing software that does the same thing for two different companies at the same time is surely a conflict of interests. Doing shady things like that will surely put you in a risky situation. But it's not the case I'm asking about. My contractor is not an inter galactic corporation, neither am l. It makes no sense for us to write out terms for every line of code I may possibly produce at some time in future. We both realize and agree there are certain risks in it. I'm looking for a way to state the code I produce does not unconditionally belong to the company under this contract.
    – sr9yar
    Nov 30, 2021 at 8:52
  • Unless you have multiple personality disorder, it is almost impossible to say that your personal coding projects are somehow distinctly different than your company's. Let's say you build enterprise databases for your job, but then go and make a game. A spiteful and protective company can argue that concepts or ideas from how you manage data from your job went into your game and claim IP theft. You then have to waste time and money to fight that off, on top of probably being fired or at least suspended without pay.
    – Nelson
    Nov 30, 2021 at 9:01
  • 3
    @sr9yar Your opinion isn't a legal defense. If you feel that's all you need in an IP lawsuit, then you can just draft up whatever you want. I'm simply stating that if you want proper legal defense, you'll want a proper lawyer.
    – Nelson
    Nov 30, 2021 at 14:43
  • 2
    A "proper lawyer" will achieve two things: Create a contract that protects your rights, and at the same time create a contract that is acceptable to the other side. If it's not acceptable to the other side, the contract doesn't get signed and you don't make any money.
    – gnasher729
    Nov 30, 2021 at 23:11
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    @BruceAdams The issue is not simply a review of an employment contract, but in the context of the employee wanting to maintain a separate set of IP rights. Most employers have a moonlighting clause to prevent the hassle of dealing with this. The company will need to spend significant resources, as will the employee, to make sure that neither party ends up with IP rights of the other's work. If your work is niche enough, they'll probably go with other employment relationships besides hiring you. If not, they'll just not bother and hire someone else.
    – Nelson
    Nov 22, 2022 at 2:12

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