Legislation, Presidential & Congressional Politics/Legal Question Translation

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Question
Hello Mr. Troy, I could not find a 'Legal' category, but since you have helped me in that past. I was wondering if you can assist me with the following 'Work-For-Hire' lega translation.

What does the second (2.) paragraph actually mean? I don't seem to understand the scope of it.

1. Everything that Compnay writes, records, creates, or otherwise authors or develops, including but not limited to any copyrightable work, while performing services under this Agreement or with the aid, assistance, or use of any of Client’s property, equipment, facilities, supplies, resources, or Proprietary Information, shall be "works made for hire" under copyright law and therefore the property of Client.

2. If for any reason anything that Company writes, records, creates or otherwise authors or develops while performing the Services or with the aid, assistance, or use of any of Client’s property, equipment, facilities, supplies, resources, or Proprietary Information is not considered a "work made for hire" Company agrees to assign and hereby grants, conveys, and assigns to Company all right, title and interest therein, including all Intellectual Property Rights therein, and agrees to execute at Client’s request  subsequent documents as further evidence of this assignment.

Answer
Hi Phillip,

Before I answer, let me say that I cannot provide legal advice in this forum.  For that you would need to speak with an attorney in your jurisdiction.  There are often laws or case law which can define or limit terms of a contract in a way that are not intuitive just by reading the text of a contract.  Further, seeing two paragraphs from a contract is limiting in that there are parts of the contract that define terms used in these paragraphs in a way that alter the meaning.  Therefore, I cannot give any sort of legally definitive explanation of the terms.

Further, these terms are written in such a way that are rather broad and vague.  The limits of these constraints are ones on which reasonable people could disagree, and could easily end up being disputed in court, with no one knowing how a fact finder would define the terms.

I say as this to make sure you are not relying on my answer as advice on how an actual contract might eventually be applied.  As I said, for that, you would need to speak with an attorney who is able to review the entire contract and who also has a familiarity with the laws and precedents of the jurisdiction that might be responsible for it interpretation.  All that said, if you are looking for a second opinion on what the plain language of the terms are, I'm happy to offer my opinion.

The paragraph as written is extremely vague and broad.  Anything created "while performing services" could mean anything any employee does while working, or it could also include anything created during the time period that anyone at the company creates, even if done at home, on their own time, or even at a second job.  Even if not read quite that broadly, the paragraph does make clear that the client claims ownership of anything created with the aid of company property.  Even if the created work does not fall into the "work for hire" category (probably defined by court precedent) the company agrees to assign to the client.  

This means that, for example, a worker for "the company" starts writing a novel at home in the evening.  Say that this person uses a laptop, or even a pen that belongs to the client as part of the process of writing this novel.  That novel then becomes the property of the client.  Another example, say a worker is driving to a site in a company car.  He stops and takes a personal video while on a lunch break with his personal phone.  Because he was "aided" by "company property" in that he drove a company car to the location, that video is client property.  

I am giving extreme examples, but because the language is so broad and written so strongly in favor of the client, that is where it seem to me to lead.

I hope this helps!
- Mike  

Legislation, Presidential & Congressional Politics

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Michael Troy

Expertise

I can answer just about any question about U.S. Political history, Constitutional law, the legislative process, elections, etc. I enjoy Presidential and Congressional historical trivia, but can answer more substantive questions too.

Experience

Former Staff member for a Congressman and Senator. I also worked on about 10 Congressional and Presidential campaigns (only one that won). For a short time, I worked in the legal department of the Federal Election Commission.    I have a B.A. in Political Science.

Organizations
Former LBJ Fellow (paid fellowship for Congressional Staff).
Pi Sigma Alpha (Political Science Honorary Society).

Publications
Washington Post
Washington Times

Education/Credentials
J.D. University of Michigan
B.A. George Washington University (Poli. Sci. major).

Awards and Honors
LBJ Fellow
Truman Scholar

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