[ SAGE-AU]

OSDA Suggested Clauses, Option 1

These clauses may be useful for a software developer who will be working for
a company that supports Open Source software, but who also pays the
developer for work that will not be released as Open Source. These are the
most detailed clauses to date.

In these clauses, replace "[employer]" with the employer's name.

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1 - Intellectual Property

 1.1The Employee expressly covenants that all discoveries, inventions,
    improvements and developments relating in any way to the business
    activities of [employer] which may be discovered, invented, improved or
    developed by the Employee during their employment, whether during
    regular office hours or otherwise and wheresoever discovered, invented,
    improved or developed, will be the exclusive and sole property of
    [employer]. The Employee must disclose promptly to [employer] and
    hereby assigns to [employer] without further compensation, all rights,
    title and interest in the said discoveries, inventions, improvements
    and developments whether conceived or developed by him solely or
    jointly with others and will on the request of [employer] execute all
    documents and do all such things as may be requested by [employer] to
    confirm or perfect the rights, title and interest in such property
    provided that [employer] will bear all costs and expenses associated
    therewith.
 1.2The Employee hereby assign to [employer] in perpetuity all present and
    future rights, title and interests in all works as defined in the
    Copyright Act 1968 in all countries throughout the world, created by
    him whilst doing any act or carrying out any task, whether alone or
    together with other persons, in the course of their employment under
    this Agreement; including without limitation:

      a. all the rights that a copyright owner has under the Copyright Act
         1968 and under any similar legislation in any country;

      b. the right to apply for and maintain design, copyright, trade mark
         or patent registration; and

      c. the right to sue for past infringements.

      d. any moral rights that he may hold in such works. In this respect
         the Employee consents to

           1. the alteration and variation in any manner of such works; and

           2. the use of such works without any attribution of authorship.

 1.3The provisions of this Section 1 shall not include Open Source software
    or code developed by the Employee during the term of their employement
    provided such software or code is

      i. Open Source;

     ii. developed independently by the Employee on their own time and
         equipment;

    iii. not created for sale or other commercial use, and

     iv. not connected to [employer], its clients, or any pending
         development task within [employer]'s business.

    The Employee agrees to unconditionally disclose all such software or
    code to [employer] immediately upon its creation.