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Ben Jones
Ben Jones, UK Lawyer
Category: Employment Law
Satisfied Customers: 77750
Experience:  Qualified Employment Solicitor
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I have a few questions regarding an employment contract. I

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I have a few questions regarding an employment contract. I will post it in the next message.
Hello, I’m Ben, an employment solicitor, and it’s my pleasure to assist you. I may ask for some information first to determine the legal position.

I understand you are wanting to know more about an employment contract. Please provide me with some more details of your query

Customer: replied 5 days ago.
Hi Ben. Here are the questions and I will include the IP clause from the contract shortly.** Questions: **
1) I have worked on my own IPs some of which are not yet patented and which are not directly related to the core business of the company I have received the employment contract from and which I consider to sign. This is a brand-new employment contract. Furthermore, the employer has a rough understanding of what my inventions are about, but does not know the details.If I take the employment, but not share the details of my inventions to the employer and not use the inventions to do the work for the employer, will I be able to complete the inventive work and file for and own the patents for my IPs after I terminate the employment?2) Does the “future” in part b) of the clause mean “forever” or only “while being employed”?
3) Am I correct in assuming that even if I accept the contract, but withdraw from it before the start of the employment, the IP clause won’t be binding?
Customer: replied 5 days ago.
Please see the complete IP clause attached.

Thank you very much for clarifying. The first thing is to check the definition of the clauses and specifically, to see that it relates to works “made, created or developed by you, either alone or with others, during your employment, which relates to or is capable of being used in the business of the Company and/or any Group Company.”

The word ‘future’ in b) would not just apply whilst you are employed by them and can still apply after your employment terminates, but it will only be relevant to the IP as defined in the contract, so anything which you created during your employment and which will relate to or be capable of being used by the Company.

Even if the agreement terminates, this part will still continue tom operate, in a sense that if you obtain IP rights over something which you created whilst employed by this company, it can still belong to them even after the end of your contract.

Hopefully, I have answered your query in a way that is simple and easy to understand. If anything remains unclear, I will be more than happy to clarify it for you. In the meantime, thank you once again for using our services.

Customer: replied 5 days ago.
Thank you, Ben.How widely shall the statements from the clause, as given below, be interpreted? Is it only inventive works that can be genuinely expected to be done in the course of the employment, i.e., anything relevant to the core of the business?If my algorithmic IPs target completely different technology sector and so there is little connection with the technology sector the employer operates in then this would not apply? I said “little connection” because you can never guarantee 0% overlap in computer algorithms.1) “made, created or developed by you, either alone or with others, during your employment, which relates to or is capable of being used in the business of the Company and/or any Group Company.”; and2) "transfer all of your rights, title and interest in any Intellectual Property subsisting in the Works, whether existing now or brought into being in the future, anywhere in the world"Many thanks

In the end, it all has to be considered fairly and reasonably. If it is clear that you did no work on these during work time for this employer, using their resources or doing something which directly relates to their work, it is unlikely a court would give them the IP rights. They are generally interpreted relatively narrowly and only as necessary to ensure a fair application

Customer: replied 5 days ago.
I appreciate this answer, Ben. Thank you for this!

You are most welcome and all the best.

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