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by folkrav 2713 days ago
> Section 2.1 is much too weak and will give the hiring company problems if they were undergoing diligence for an equity round. Please consult any IP lawyer if you doubt me.

I'm honestly not doubting you, I just don't understand, not being really versed in legalese. What's that "diligence for an equity round" thing? How is "you own all the things" too weak legally speaking?
3 comments
mikeryan 2713 days ago
In most cases of "Work for hire" ownership transfers as soon as the work is done and not based on payment. There's a lot of situations where payment may be late or (more likely) potentially disputed. It's almost impossible to write a contract which clearly states when work is "Done" and a payment due so no one wants to have a dispute over existing work. If this is a long (2 year contract) in theory work from a year ago is not "owned" until the contract is done and "paid in full". This language is shaky in a few places around this point.

I (really) don't know if this is a big deal for due diligence but a hiring party would likely strike this language immediately.

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aiisahik 2713 days ago
Diligence for an equity round = when lawyers who represent the investors go through all the documents of a company. If something looks bad, they will make the company and its attorneys fix it, incurring time and legal fees. This usually doesn't happen much in the seeds stage but will definitely happen in Series A and beyond. I used to do this for a living and if I saw something like this contract here I would probably tell the company to get it resigned from the contractor using a more comprehensive contract. The company would probably need to pay the contractor a small fee too to make sure the new contract was enforceable.
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Aeolun 2713 days ago
As I read it, it isn’t explicit enough about what rights you are signing over.

This leaves it open to a court fight over what ‘everything’ means in the context of the document.

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rv-de 2713 days ago
And with a section that defines what "the work" refers to? That has to be specified anyway. Wouldn't that sufficiently disambiguate the scope?
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