Changing jobs? There are a few clauses you need to pay attention to when signing a new employment contract.
Seasons of change correlate with happenings of an industry and as individuals grow and take on new challenges. With the resulting changes from the mergers and acquisitions, the seed industry is in a season of change. Couple that with the start of a new school year and ending of multiple internships, a new crop of young professionals is entering the workforce.
New employees are often asked to sign an employment, or work contract. If you’re changing jobs or entering the workforce for the first time, there are a few things you need to know as it relates to intellectual property and your employment contract.
Employee onboarding typically includes some type of discussion training on confidentiality that often includes the new employee signing an employment agreements that includes a confidentiality clause and depending on the job type, an assignment of intellectual property rights clause. James Weatherly, Seed Innovation and Protection Alliance executive director and patent attorney with Cochran Freund & Young LLC in Denver, Colorado, says while you can expect these clauses to be included, the specific details and parameters will differ among companies and job types.
The confidentiality clause acknowledges that as an employee of the company, you may see confidential information and that you agree not to disclose that information to third parties outside of the company, Weatherly shares. This clause is often pretty standard in an employment agreement, he says, but you need to know what you are signing. Whereas, an assignment clause deals with the innovations or results that stem from your work within the company. By signing the assignment clause, Weatherly says (depending on the details of the clause) you are assigning your rights to any innovations and subsequent intellectual property you create during your employment to the company. This might include an invention, trait, research, novel germplasm, copyrights and trademarks.
If you’ve been working on something on the side, Joshua Zuckerberg, a partner at Pryor Cashman LLP in New York City, in a Monster.com article says: “You might want to highlight anything you’re already working on and carve that out.”
As part of the onboarding process, new employees may spend a half or full day in training on what is confidential, how to know if something is confidential and how to handle confidential information.
“Employee onboarding can be intense,” Weatherly says. “In the first few days, or even months, there will be a lot of information coming at you. But the training you receive the first few days or weeks is important. If you unintentionally disclose or report on confidential information, it can be very detrimental to the company with potential damages in the thousands and even millions of dollars.”
If you will be part of the research and development team and will regularly handle seeds, traits, germplasm and research, you can expect the employer to teach you how to identify and handle confidential information and identify potential inventions the company might be patentable. Weatherly says employers want you to know and to recognize if an innovation can be protected through intellectual property rights. Then, you need to know who within the company to share that information with and how to document the proper information, so management can review it and take the appropriate steps to protect it.
If you are in research and development and your training doesn’t include this information, Weatherly says there are few questions you should ask:
• What steps do I take if I develop a new invention?
• Who do I talk to about the new invention?
• Once I’ve talked to someone about it, how will management work with me to determine the value and a pathway forward to protecting the invention?
• Who leads communication with the patent attorney or legal counsel?
• Who makes the decision on whether the innovation is a go or no-go?
“In the patent process, the inventor plays a very important role,” Weatherly adds. “You’ll need to ensure that you are properly recording and storing innovation-related information. This includes emails, lab books and research.
“As a general rule of thumb, companies want to keep tight controls on the release of information related to an innovation; the unintended release of information might hinder the ability to procure intellectual property for that innovation.
“Companies working in research and development have plans to develop an idea, protect the idea, determine its commercial value and how to release it — you need to be in tune with that.”
