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Old 07.01.2019, 21:47
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reading like a lawyer - Disclosure and Processing of Inventions

I'm just reading such contract clause:

Disclosure and Processing of Inventions

First paragraph: Any IP, invention, draft, ...., ensuing from the work.... belongs to the company.

Second paragraph: Inventions made while performing employment activity but not during the performance of contractual duties ... belongs to the company.

I just wonder whether both are restricted to an outcome from activity connected or inspired by the work. You know working as a Developer in Fintech I would be very surprised if any invention I might made regarding Computer Games, Social Media, etc, would be captured by the employer as a consequence of the second paragraph. You know, it is a bit vague for me what an employment activity is. Does it still narrow the inventions to only those resulting from my work responsibility or is it a catch all clause to capture any software related invention in my case?

I didn't copy-paste the exact full paragraphs of course, but just the essential wording.

Perhaps it won't influence my decision anyway but it would be good to know. For example I googled a similar but clearer for me statement in a similar paragraph, where the a) and b) parts protect the business but otherwise the paragraph would protect my private inventions:

(3) You agree to assign, and hereby assign, to Company or a designated nominee all of your right, title, and interest in and to Inventions conceived or made while employed by the Company and you agree that Company or the designated nominee owns these Inventions and all intellectual property rights therein in all countries; provided, however, you may retain ownership in any Invention that you can show did not use equipment, supplies, facilities, or trade secret information of the Company or its Affiliates and was developed entirely on your own time, unless (a) the Invention relates to the business of the Company or to the Company’s demonstrably anticipated research or development, or (b) the Invention results from any work performed by you for the Company
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Old 07.01.2019, 22:19
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Re: reading like a lawyer - Disclosure and Processing of Inventions

Both say the same thing.

If that is not the issue I don't understand what you are asking.
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Old 07.01.2019, 22:30
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Re: reading like a lawyer - Disclosure and Processing of Inventions

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Both say the same thing.

If that is not the issue I don't understand what you are asking.
Just to be sure if in any case I discover anything any evening whilst being employed I won't lose the opportunity to monetize it In certain circumstances it pays off to be quiet, terminate any unfortunate contract, then start talking about your idea.
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Old 08.01.2019, 08:45
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Re: reading like a lawyer - Disclosure and Processing of Inventions

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Just to be sure if in any case I discover anything any evening whilst being employed I won't lose the opportunity to monetize it In certain circumstances it pays off to be quiet, terminate any unfortunate contract, then start talking about your idea.
To me it says that if are contacted to build a boat but then it turns out that you actually built a car then the car still belongs to the company. Or if you are contracted to build software A but then they decide you should help Johnny build software B. Software B still belongs to the company even though you were not contracted to built that.

If it's unclear ask them for clarification. And if you want that other paragraph, show it to them and tell them you build games at home on your free time and you want to make sure that is excluded from the contract.
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Old 08.01.2019, 10:53
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Re: reading like a lawyer - Disclosure and Processing of Inventions

This type of clause was explained to me before that if you are using company knowledge or information to develop something in your own time then it belongs to the company. Say you developed a new method for treating cancer whilst working on cancer resarch, that method belongs to the company as long as they can prove that you were only able to do it because of the information available to you from them.
If you were to develop a game in your own time whilst working for a games company you'd want to be able to show that it shares no features with anything the company has produced/is producing. You could then argue that previous knowledge of games development seperate to company training was used.
But if you're bread and butter is Fintech and you develop something for social media I wouldn't see a problem.
As always, when there's law involved, go ask a lawyer.
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Old 08.01.2019, 11:38
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Re: reading like a lawyer - Disclosure and Processing of Inventions

The corresponding wording of the Swiss Code of Obligations reads (https://www.admin.ch/opc/en/classifi...ex.html#a332):

Art. 332 CO
E. Right to inventions and designs
1 Inventions and designs produced by the employee alone or in collaboration with others in the course of his work for the employer and in performance of his contractual obligations belong to the employer, whether or not they may be protected.
2 By written agreement, the employer may reserve the right to acquire inventions and designs produced by the employee in the course of his work for the employer but not in performance of his contractual obligations.
3 An employee who produces an invention or design covered by paragraph 2 must notify the employer thereof in writing; the employer must inform the employee within six months if he wishes to acquire the invention or design or release it to the employee.
4 Where it is not released to the employee, the employer must pay him separate, appropriate remuneration to be determined with due regard to all pertinent circumstances and in particular the economic value of the invention or design, the degree to which the employer contributed, any reliance on other staff and on the employer's facilities, the expenses incurred by the employee and his position in the company.

In other words, there is a distinction between
(i) such inventions and designs which you were contracted to do and are connected to your employment activities => these belong to the company;
(ii) such inventions and designs which do not fall within your job description but nonetheless are objectively connected to your employment activities => the company is entitled take possession if agreed in writing against compensation (which cannot be waived in advance);
(iii) free inventions which are wholly unconnected to your employment activities => these belong to the employee.

For (i) and (ii) it is sufficient that the inventions are objectively connected to your employment activities, it does not matter whether the inventions were made outside of your work place or outside of your work hours.
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Old 08.01.2019, 15:26
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Re: reading like a lawyer - Disclosure and Processing of Inventions

If you read §2 of Art 322 of Swiss CO carefully, it reads "may reserve the right to acquire". That means inventions not in performance of contractual obligations do not by law belong to the employer. Of course if you sign the contract you waive your rights to any compensation acc to §4 of 322OC to any inventions made during the course of your work.

I would say this is NOT standard in Switzerland. Nevertheless

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The corresponding wording of the Swiss Code of Obligations reads (https://www.admin.ch/opc/en/classifi...ex.html#a332):

Art. 332 CO
E. Right to inventions and designs
1 Inventions and designs produced by the employee alone or in collaboration with others in the course of his work for the employer and in performance of his contractual obligations belong to the employer, whether or not they may be protected.
2 By written agreement, the employer may reserve the right to acquire inventions and designs produced by the employee in the course of his work for the employer but not in performance of his contractual obligations.
3 An employee who produces an invention or design covered by paragraph 2 must notify the employer thereof in writing; the employer must inform the employee within six months if he wishes to acquire the invention or design or release it to the employee.
4 Where it is not released to the employee, the employer must pay him separate, appropriate remuneration to be determined with due regard to all pertinent circumstances and in particular the economic value of the invention or design, the degree to which the employer contributed, any reliance on other staff and on the employer's facilities, the expenses incurred by the employee and his position in the company.

In other words, there is a distinction between
(i) such inventions and designs which you were contracted to do and are connected to your employment activities => these belong to the company;
(ii) such inventions and designs which do not fall within your job description but nonetheless are objectively connected to your employment activities => the company is entitled take possession if agreed in writing against compensation (which cannot be waived in advance);
(iii) free inventions which are wholly unconnected to your employment activities => these belong to the employee.

For (i) and (ii) it is sufficient that the inventions are objectively connected to your employment activities, it does not matter whether the inventions were made outside of your work place or outside of your work hours.
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Old 08.01.2019, 15:58
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Re: reading like a lawyer - Disclosure and Processing of Inventions

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If you read §2 of Art 322 of Swiss CO carefully, it reads "may reserve the right to acquire". That means inventions not in performance of contractual obligations do not by law belong to the employer. Of course if you sign the contract you waive your rights to any compensation acc to §4 of 322OC to any inventions made during the course of your work.

I would say this is NOT standard in Switzerland. Nevertheless
The law gives the employer the option to take this into the contract after which he has a legal claim on such things.

Pretty standard in and outside Switzerland.
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Old 08.01.2019, 23:54
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Re: reading like a lawyer - Disclosure and Processing of Inventions

Thank you! That makes it clear with regards to Swiss work contract. Perhaps it is also very similar in other countries as others suggested.

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The corresponding wording of the Swiss Code of Obligations reads (https://www.admin.ch/opc/en/classifi...ex.html#a332):

Art. 332 CO
E. Right to inventions and designs
1 Inventions and designs produced by the employee alone or in collaboration with others in the course of his work for the employer and in performance of his contractual obligations belong to the employer, whether or not they may be protected.
2 By written agreement, the employer may reserve the right to acquire inventions and designs produced by the employee in the course of his work for the employer but not in performance of his contractual obligations.
3 An employee who produces an invention or design covered by paragraph 2 must notify the employer thereof in writing; the employer must inform the employee within six months if he wishes to acquire the invention or design or release it to the employee.
4 Where it is not released to the employee, the employer must pay him separate, appropriate remuneration to be determined with due regard to all pertinent circumstances and in particular the economic value of the invention or design, the degree to which the employer contributed, any reliance on other staff and on the employer's facilities, the expenses incurred by the employee and his position in the company.

In other words, there is a distinction between
(i) such inventions and designs which you were contracted to do and are connected to your employment activities => these belong to the company;
(ii) such inventions and designs which do not fall within your job description but nonetheless are objectively connected to your employment activities => the company is entitled take possession if agreed in writing against compensation (which cannot be waived in advance);
(iii) free inventions which are wholly unconnected to your employment activities => these belong to the employee.

For (i) and (ii) it is sufficient that the inventions are objectively connected to your employment activities, it does not matter whether the inventions were made outside of your work place or outside of your work hours.
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Old 14.01.2019, 11:44
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Re: reading like a lawyer - Disclosure and Processing of Inventions

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If you read §2 of Art 322 of Swiss CO carefully, it reads "may reserve the right to acquire". That means inventions not in performance of contractual obligations do not by law belong to the employer. Of course if you sign the contract you waive your rights to any compensation acc to §4 of 322OC to any inventions made during the course of your work.

I would say this is NOT standard in Switzerland. Nevertheless
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The law gives the employer the option to take this into the contract after which he has a legal claim on such things.

Pretty standard in and outside Switzerland.
The non-standard applied to waiving your right to compensation for inventions during work but not part of your duties.
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