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johand2019-08-24 11:29:54
Law in IT
johand, 2019-08-24 11:29:54

Can this text be interpreted as a transfer of all rights of their work?

I work with a client from the USA. They asked to sign several agreements including NDA, MSA and SOW.
There is a strange clause in MSA that sounds like I transfer the rights to absolutely all my work, which was even made before working for this company. Please tell me the doubts are in vain or is it really so, I am attaching the text:
4. Ownership of Intellectual Property and work product
All intellectual property developed by Contractor, either solely or jointly with Client, pursuant to a SOW (“Contractor's Work”), and all related patent and copyright rights, will be the exclusive property of Company. To the extent that Contractor has received payment of compensation as provided in this Agreement, Contractor 's Work will be considered a "commissioned work" and "work made for hire" to the greatest extent permitted by law and Company will be the sole owner of Contractor's Work. To the extent that Contractor 's Work is not properly characterized as "work made for hire," Contractor hereby irrevocably assigns to Company all right, title and interest in and to Contractor 's Work (including but not limited to the copyright therein), and any and all ideas and information embodied therein, in perpetuity and throughout the world. Company hereby grants to Provider a non-exclusive license in Contractor's Work for the sole purpose of allowing Contractor to perform its obligations under this Agreement and for no other purpose.

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Adamos, 2019-08-24
@johand

which were even made before working in this company.

No. This paragraph refers to the work of the employee hired under this contract.
Your previous jobs were NOT done as an employee of this contract and are not covered by the contract.
Now, if in future works you at least remember what you did for these guys, they will show you in full.
Even if you are using something that you already knew before the collaboration, but COULD learn it in the process and cannot prove that it is not so.

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