what does "on record with" and "on file with" imply?

[whiles]

What is the name of your state (only U.S. law)? VA

Hello. I signed an NDA a while ago that had intellectual property clause that essentially stated that the company owned everything I created while employed there, regardless of whether it was created in the scope of employment. In the contract there was another clause that allowed exceptions to this, but they had to be "on record with the business office".

I was just curious if an exception was ever granted, what would happen if the business office lost the record or for whatever reason decided to take it off the record? Would the exception no longer apply? Are they even allowed to remove the record?
I was especially curious about a clause that said "on file with". Is it possible for someone to 'unfile' something at any point? How binding are these things?

One more question... I worked very hard on the wording of my exception and I'd like to use it again in the future, but currently the copyright of it technically belongs to the company due that NDA clause. Would it be ridiculous of me to ask that I retain the copyright to my exception (or at least some parts of it) as long as the company is allowed a full license to use it however it wishes? Are contracts even copyrightable? Thanks.

 

[divgradcurl]

I was just curious if an exception was ever granted, what would happen if the business office lost the record or for whatever reason decided to take it off the record? Would the exception no longer apply? Are they even allowed to remove the record?
I was especially curious about a clause that said "on file with". Is it possible for someone to 'unfile' something at any point? How binding are these things?

Presumably you would also retain a copy of any binding agreements between you and your employer. This is all contract law stuff, you would need to look at the precise phrasing of the contract in order to determine what might happen in any given circumstance. But generally, it is not possible for one party to unitlaterally cancel the contract -- but it might be hard to prove otherwise is the party seeking to cancel the contract is the only one with any evidence of the contract.

One more question... I worked very hard on the wording of my exception and I'd like to use it again in the future, but currently the copyright of it technically belongs to the company due that NDA clause. Would it be ridiculous of me to ask that I retain the copyright to my exception (or at least some parts of it) as long as the company is allowed a full license to use it however it wishes? Are contracts even copyrightable? Thanks.

Yes, contracts are copyrightable, just like any other document. However, because of the typically precise technical language used in a contract, typically a contract or other technical document will have a more limited "reach" that will a purely creative work.

It never hurts to ask.

 

[Zigner]

Related post: https://forum.freeadvice.com/copyrights-trademarks-39/employment-contract-ip-rights-331650.html