"To the fullest extent under applicable law, the Company shall own all right, title and interest in and to all Inventions (including all Intellectual Property Rights therein or related thereto) that are made, conceived or reduced to practice, in whole or in part, by me during the term of my employment with the Company and which arise out of any use of Company’s facilities or assets or any research or other activity conducted by, for or under the direction of the Company (whether or not (i) conducted at the Company’s facilities, (ii) during working hours or (iii) using Company assets), or which are useful with or relate directly or indirectly to any “Company Interest” (meaning any product, service, other Invention or Intellectual Property Right that is sold, leased, used, proposed, under consideration or under development by the Company)."
You've got me sucked in now. So let's assume that I work for Gitlab, and I host all of my side-work / personal projects on Gitlab. Do that mean that those projects are effectively using "company facilities or assets?"
Usually "using company time/equipment/etc." are viewed as things that you obtained via your employment with the company. But what about things owned by the company that I would have obtained via the same channels as any other customer. Does Oracle have a claim on IP created using a piece of Oracle consumer software by an Oracle employee?
I am not knowledgeable or awake enough to comment with certainty on the "or which are useful with or relate directly or indirectly to any “Company Interest”" as backtracking to what the 'or' refers to has broken my brain.
But on the whole that is the kind of clause I would expect. It is more than reasonable (I wouldn't invest in a company that didn't) to seek unilateral ownership over company related work, IP and assets.
Thank you for being so responsive, now I feel somewhat obliged to drop GitLab onto our stack of infrastructure proposals.
Hungarian law says that the employer can only claim IP rights if there was a clear order from the employer to create the new stuff. I think this is a good approach too.
I'm guessing you should probably double check that section either way, as I would be surprised if the broad language is legally binding. At least in Norway, adding text to a contract that overreach (ie: tries to enforce a clause that is effectively illegal) generally voids the contract (or at the very least that section) - falling back to standard/minimal protection afforded by the law. This would (in Norway) probably be great for your employees, but maybe not what you want as a company.
As far as I know, several European jurisdictions would work in a similar way.
What do you think of the language used in 2b of https://www.docracy.com/53/employee-proprietary-information-... ?
"To the fullest extent under applicable law, the Company shall own all right, title and interest in and to all Inventions (including all Intellectual Property Rights therein or related thereto) that are made, conceived or reduced to practice, in whole or in part, by me during the term of my employment with the Company and which arise out of any use of Company’s facilities or assets or any research or other activity conducted by, for or under the direction of the Company (whether or not (i) conducted at the Company’s facilities, (ii) during working hours or (iii) using Company assets), or which are useful with or relate directly or indirectly to any “Company Interest” (meaning any product, service, other Invention or Intellectual Property Right that is sold, leased, used, proposed, under consideration or under development by the Company)."