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I am an independent developer (non-employee) who is coding a product for a startup. I have other sub-contracting agreements with other clients.

The 'Technology Assignment Agreement' that the startup wants me to sign is very broad.

The “Technology” includes, but is not limited to, all ideas, concepts, specifications,
designs, models, prototypes, techniques, tools, diagrams, outlines, descriptions and other
documentation, information, data, and all other technology of any kind applicable to the
presently intended business of Company, including .

The agreement currently has no exclusionary language. I worry that signing such a broad agreement could set me up for trouble later.

How do I protect my ideas and those of my other clients? I have an opportunity to suggest changes so I'd like to have an exclusion of sorts added to the agreement.

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It would be helpful if you also posted the provision about the technology that is causing you concern. Perhaps an assignment or NDA provision? – Yorick Feb 13 at 15:00

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Since you said this is a startup company, chances are that this is a form agreement that has not been particularly tailored to your situation. Since the drafters didn't know anything about when/how it should be used, they made it broad in hopes of capturing every situation. That makes a lot more sense when the person is an employee and not somebody brought in on a project-by-project basis.

So, in answer to your question, you propose alternate language. You may consider limiting it to things arising out of the specific work they are contracting you to do, or perhaps by limiting the field (what is their 'presently intended business?'), or by time. You might also exclude work that you do for other people.

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I ended up proposing language to clarify the scope of the agreement (specifically what it did not cover). – user24004 Apr 17 at 21:34
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(standard IANAL terms apply)

Problem is, taking one section out of the agreement makes it impossible to determine its value. You should have a standard agreement that you use / has been reviewed by council / feel comfortable with as a baseline. Different rates should apply if you are assigning all rights vs. offering a non-exclusive license.

An example of a simple contact can be found here. Notice how section one attempts to clarify the conditions when such activities are company related. Specifically,

with the use of Company’s equipment, supplies, facilities, assets, or Company Confidential Information (see NONDISCLOSURE AGREEMENT), or which may arise out of any research or other activity conducted under the direction of the Company (collectively referred to as “Intellectual Property”).

Of course, this may or may not meet your specific requirements, and you should talk to a real lawyer to properly assess your exposure.

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That said "presently intended business of Company" makes it way more limited that most I've seen.. they say something like "any potential business of the Company." But regardless, you are 100% correct that the context and the rest of the contract are vitally important here. – CaseySoftware Feb 13 at 15:40

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