I’m not a big fan of legal documents. I just don’t have the resources or ability to reasonably defend myself from a lawsuit; retaining a lawyer for a dozen hours would literally bankrupt me. Even if I were able to defend myself against legal challenge, standard contracts for software consulting are absurd. Here’s a section I encounter frequently:
Ownership of Work Product. All Work Product (as defined below) and benefits thereof shall immediately and automatically be the sole and absolute property of Company, and Company shall own all Work Product developed pursuant to this Agreement.
“Work Product” means each invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) that is made, conceived, discovered, or reduced to practice by Contractor (either alone or with others) and that (i) relates to Company’s business or any customer of or supplier to Company or any of the products or services being developed, manufactured or sold by Company or which may be used in relation therewith, (ii) results from the services performed by Contractor for Company or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by Company.
These paragraphs essentially state that any original thoughts I have during the course of the contract are the company’s property. If the ideas are defensible under an IP law, I could be sued for using them in another context later. One must constantly weigh the risk of thinking under such a contract. “If I consider this idea now, I run the risk of inventing something important which I can never use again.”
