Protecting oneself from a Technology Assignment Agreement

I am an independent developer (non-employee) who is coding a product for a startup. I have other sub-contracting agreements with other clients.

The 'Technology Assignment Agreement' that the startup wants me to sign is very broad.

The “Technology” includes, but is not limited to, all ideas, concepts, specifications,

designs, models, prototypes, techniques, tools, diagrams, outlines, descriptions and other

documentation, information, data, and all other technology of any kind applicable to the

presently intended business of Company, including .

 

How do I protect my ideas and those of my other clients? I have an opportunity to suggest changes so I'd like to have an exclusion of sorts added to the agreement.

(standard IANAL terms apply)

Problem is, taking one section out of the agreement makes it impossible to determine its value. You should have a standard agreement that you use / has been reviewed by council / feel comfortable with as a baseline. Different rates should apply if you are assigning all rights vs. offering a non-exclusive license.

An example of a simple contact can be found here. Notice how section one attempts to clarify the conditions when such activities are company related. Specifically,

with the use of Company’s equipment, supplies, facilities, assets, or Company Confidential Information (see NONDISCLOSURE AGREEMENT), or which may arise out of any research or other activity conducted under the direction of the Company (collectively referred to as “Intellectual Property”).

Since you said this is a startup company, chances are that this is a form agreement that has not been particularly tailored to your situation. Since the drafters didn't know anything about when/how it should be used, they made it broad in hopes of capturing every situation. That makes a lot more sense when the person is an employee and not somebody brought in on a project-by-project basis.

So, in answer to your question, you propose alternate language. You may consider limiting it to things arising out of the specific work they are contracting you to do, or perhaps by limiting the field (what is their 'presently intended business?'), or by time. You might also exclude work that you do for other people.