> I will promptly disclose In writing to the Company all discoveries, developments, designs, ideas ...yada yada... made, conceived, reduced to practice, or learned by me (either alone or jointly with others) during the term of the Independent Contractor Agreement between the Company and me and within 12 months thereafter....
Let's I work for you, then quit -- or you fire me. Eleven months later, I'm taking a shower, and have an idea related to your business. I am supposed to disclose that to you, and you own it. Do I understand that correctly?
Edit: I wasn't the person who downvoted you. I'm genuinely asking.
I find that part quite strange too. I can understand not being able to use that knowledge in competition for a agreed-upon period of time, but I've never signed anything that would require assignment of IP discovered/developed post-engagement. That wouldn't fly with me.
The purpose of the 12 months thereafter (as I see it) is to ensure that the contractor will continue to support patent activities that they participated in during employment.
If they conceived the idea during the term of the contract and the company pursued a patent, they are committing to continue supporting the company's efforts even if they leave before the patent is granted. It costs a lot of money to patent an idea and that would go to waste if the inventor did not provide that assistance.
For any other purpose, I doubt the scenario you presented would be enforceable, particularly in California.
[edit] FWIW, I would have stricken the wording that implied the company owned any new ideas post-employment if the engineer said it was a concern to them. I do want them to support the patent activities, but once I stop paying them, their ideas belong to whoever they sign up to next, if anyone. None of them so far have taken issue with the 12 months.
> I will promptly disclose In writing to the Company all discoveries, developments, designs, ideas ...yada yada... made, conceived, reduced to practice, or learned by me (either alone or jointly with others) during the term of the Independent Contractor Agreement between the Company and me and within 12 months thereafter....
Let's I work for you, then quit -- or you fire me. Eleven months later, I'm taking a shower, and have an idea related to your business. I am supposed to disclose that to you, and you own it. Do I understand that correctly?
Edit: I wasn't the person who downvoted you. I'm genuinely asking.