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Intellectual property and shareholder
I am new to this forum and was hoping to get advice on the following.
A work colleague and I have worked together outside working hours and without using company property to overcome a problem. We believe it has commercial potential for a wider audience. The company we work for does not produce any own software and uses 3rd party providers.
I am wondering whether the company I work for could claim IP rights as without working for them we would have not been exposed to the subject we are trying to address. I am also a shareholder of the same company and not sure what implications this might have moving forward.
We would like to involve our employer but are unsure what legal consequences this might have.
The paragraph from the employment contract covering IP reads:
"During the course of the employment your duties may result in you making or participating in the making of new designs, plans, drawing, documents or other intellectual property. You agree to hold such intellectual property in trust for the company and will do everything necessary or desirable at the company's expense to vest the intellectual property fully in the company and/or to secure appropriate forms of protection for the intellectual property. You agree that such intellectual property shall be the absolute property of the company in accordance with the Copyright, Designs and Patents Act 1988. The provision of this clause remains in full force and effect notwithstanding that after you made or originated any such intellectual property your employment may have terminated."
I am also a shareholder of the same company and would welcome the view on the following paragraph from the shareholders agreement.
"Each shareholder shall use his reasonable endeavours to promote (so far as lawfully possible in the exercise of his rights and powers as a shareholder of the company) the success of and, subject to company obligations, shareholder obligations and matters requiring shareholders consent, develop the business, in each case for the benefit of the Company's shareholders as a whole."
I would be grateful for any advice. Many thanks.
A work colleague and I have worked together outside working hours and without using company property to overcome a problem. We believe it has commercial potential for a wider audience. The company we work for does not produce any own software and uses 3rd party providers.
I am wondering whether the company I work for could claim IP rights as without working for them we would have not been exposed to the subject we are trying to address. I am also a shareholder of the same company and not sure what implications this might have moving forward.
We would like to involve our employer but are unsure what legal consequences this might have.
The paragraph from the employment contract covering IP reads:
"During the course of the employment your duties may result in you making or participating in the making of new designs, plans, drawing, documents or other intellectual property. You agree to hold such intellectual property in trust for the company and will do everything necessary or desirable at the company's expense to vest the intellectual property fully in the company and/or to secure appropriate forms of protection for the intellectual property. You agree that such intellectual property shall be the absolute property of the company in accordance with the Copyright, Designs and Patents Act 1988. The provision of this clause remains in full force and effect notwithstanding that after you made or originated any such intellectual property your employment may have terminated."
I am also a shareholder of the same company and would welcome the view on the following paragraph from the shareholders agreement.
"Each shareholder shall use his reasonable endeavours to promote (so far as lawfully possible in the exercise of his rights and powers as a shareholder of the company) the success of and, subject to company obligations, shareholder obligations and matters requiring shareholders consent, develop the business, in each case for the benefit of the Company's shareholders as a whole."
I would be grateful for any advice. Many thanks.
