Too restrictive IP transfer

Question

As a consultant I was asked to sign an IP transfer agreement that differs a bit from what I was signing in the past.

There is a particular bit that throws me off:

Intellectual Property Rights: (i) inventions, innovations and discoveries (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto; (ii) know-how, ideas, concepts, creations, layouts, designs, drawings, patterns, models, compositions, architectures, protocols, formulas, algorithms, processes, programs, methods, computer software (including object code and source code and related documentation), and research and development; (iii) Patents; (iv) Trademarks; (v) Copyrights;

So just how restrictive is this?

Does it mean I can't in any way re-write or re-use any of the concepts I use in this software I'm building? I am used to not blatantly copying source code and if there are specific parts of the code to protect I should discuss and go ahead with that. But this part sounds like a catch-all that's gonna come and haunt me sooner than later.

Answer 1

The first rule of contracts is this: If you aren't comfortable signing something, DON'T SIGN IT.

The second rule of contracts is this: If you aren't comfortable signing something without running it past your attorney first, RUN IT PAST YOUR ATTORNEY FIRST.

The third rule of contracts is this: If your attorney is not an expert on the things you need to run past him, GET A REFERRAL TO ONE WHO IS.

The fourth rule of contracts is this: If your attorney knows what he's talking about and he tells you not to sign something, DON'T SIGN IT. You're paying him for his expertise. Why would you want to waste your money on him, if you're going to ignore him?

The fifth rule of contracts is this: If your attorney knows what he's talking about and he tells you it is OK to sign something, and you still aren't comfortable signing it, DON'T SIGN IT. He won't be offended, and you aren't wasting your money in this case.

There's something else: If an attorney who is NOT your attorney tells you it is OK to sign something, IGNORE HIM. You don't know who is paying him, you don't know whose interests he is representing, you don't know whether he is being paid to look out for your interests or screw you to the wall, and you don't want to find out. Offer to retain him and THEN ask the question. If he declines your retainer, RUN AWAY!

Answer 2

There is something missing in the list of things that you quoted, namely a verb (and also, I think, a subject). The list would seem to apply to absolutely anything that you might create as a result of the job. Condition (ii) identifies know-how, ideas, concepts and so on, and I just cannot see that there is anything that isn't covered. Presumably, the full contract says something like "Ownership of the following stuff will be absolutely, totally and irrevocably transferred in its entirely to Mega-Uni", with a clause that relates the things created to the job (i.e. you are not signing away everything you create henceforth, you are signing away everything you create while doing this piece of work). That could then mean that if you have a huge epiphany about decryption that yields a 100-fold more efficient algorithm, then even if the job isn't creating a decryption program, they could well "own" that knowledge. Which would mean that they have the exclusive right to exploit it.

In other words, your list covers pretty much everything within a certain context, but it doesn't say what you can or can not do with that stuff.