Agency Holding My IP?

[CoolCat]

Noticed today that Cognizant are advertising for lots of contractors. A word to the wise don't! Unless you want to work for slave trading, racist, lying, bullying, immigration law breaking, IP thiefs...

Probably they are tiring of all their permies taking them to employment tribunal or having some visa problems with the masses they bring into the country on uncapped ICT work visas

[GillsMan]

How amateur is their website

Hahaha, it's brilliant!

Hey kids, remember animated gifs? They're back!!

Silverlink

[Boney M]

How amateur is their website

[GillsMan]

Oh yeah, I remember this! Their terms were absolutely awful. The end client was BT actually, and Silverlink were not a direct supplier into BT but still had a bit of a monopoly on me.

I ended up sending BT an email saying I was sorry that I couldn't do any work with them due to the ridiculous terms. As much as they wanted me to help, I think they were worried about dropping this cowboy outfit.

Working through another bob agency at the moment for a gig with an Eindhoven-based electronics firm. Their terms were actually not too bad, and they changed the terms I asked them to amend - and confirmed with their client that this was OK.

But yeah, Silverlink, dreadful.

[DirtyDog]

Silverlink. These are the ones that send you out a draft contract before they send your CV off. Even though they say its just for you to look at they then want you to send an email agreeing to terms and conditions in advance.

Not sure what they're hoping to achieve here and how binding your email would be in the event of an offer?

"Subject to an appropriate offer being made which we deem acceptable, and the contract provided is representative of the final contract offered by Silverlink, and the contract passes any contract review undertaken once an offer is made, MyCo would be prepared to accept the contract"

There's enough leeway in there for it to be as meaningless as asking you to accept the contract for a role you know nothing about.

[psychocandy]

Silverlink. These are the ones that send you out a draft contract before they send your CV off. Even though they say its just for you to look at they then want you to send an email agreeing to terms and conditions in advance.

Not sure what they're hoping to achieve here and how binding your email would be in the event of an offer? Saying that though sometimes I think its a good idea to get the draft contract into view a little earlier sometimes. You know what its like, client says they're happy, then takes days to make an offer, wants you to start tomorrow etc, then contract review/negotitation takes place.

Saying that though experience of Silverlink wasnt very good. They constantly hassled me before interview, then when it was a no (I presume) after phone inteview couldnt get hold of the buggers.

Also, worst interview I've ever had for their Bob company. 4-5 of them asking stupid, irrelevant technical questions trying to outdo each other.

[tholderness]

Forget them

I was contacted by this shower once. Having read their standard contract and found something wrong with almost every clause and having spoken to oen of their bods about it who had absolutely no clue, they are consigned to the black list - forever.

I would suggest you download the most appropriate PCG contract template, offer it to them as your terms and if they argue, simply tell them to go away.

IMHO they and their ilk are a waste of space that do nothing but distort our market downwards.

I see they want your "know how" as well! Forget it, unless they are expecting a brain transplant! Know how is what you started accumulating the day you were born

[tractor]

..

I was contacted by this shower once. Having read their standard contract and found something wrong with almost every clause and having spoken to oen of their bods about it who had absolutely no clue, they are consigned to the black list - forever.

I would suggest you download the most appropriate PCG contract template, offer it to them as your terms and if they argue, simply tell them to go away.

IMHO they and their ilk are a waste of space that do nothing but distort our market downwards.

[cojak]

'existing or future'??

That doesn't sound enforceable to me.

[SueEllen]

Edited previous post:

If your IP or anything in a contract is important to you I suggest you contact a lawyer specialising in IP.

Agencies have a tendency to back down when they realise they are talking to an experienced solicitor.

These guys specialise in IP issues:
1. Obep - http://www.obep.co.uk/
2. Browne Jacobson LLP - http://www.brownejacobson.com/

[northernladuk]

Just out of interest... any idea what the reasoning behind this clause is? Can the agency actually use anything they receive? Are they looking to take what you produce and sell it on as a service/package later or are they are a pure agency with some ill thought out clauses?

[GillsMan]

FYI, Clause 7.1 referred to above is:

The Service Company warrants to the Company that it has obtained from any Consultant a written and valid assignment of all existing and future intellectual property rights (including, but not limited to copyrights, patents, trade marks, service marks, design rights, know-how and database rights) in all documents (in whatever form) and other work prepared by any Consultant in the course of providing the Services or otherwise related to the Services or created using any of the Company's facilities or equipment and any invention or discovery arising as a result of the provision of the Services or in relation to them, and that it has obtained from any Consultant a written irrevocable waiver of all the Consultant's statutory moral rights in all such documents and other work, to
the fullest extent permitted by law, and that such Consultant has agreed to hold on trust for the Service Company any such rights in which the legal title has not passed (or will not pass) to the Service Company. The Service Company agrees to provide to the Company a copy of this assignment on or before the date on which the Services will commence.

[GillsMan]

I have been contacted by a Bob Agency (Silverlink). Don't worry, I've had a call with the end-client so I know it's a genuine role. End client are interested, but Silverlink's terms are the worst I've seen. Have convinced them to change some of their more problematic terms, but the ones I'm having difficulty getting them to remove is:

The Service Company hereby assigns all the intellectual property rights and inventions referred to on clause 7.1, whether existing or future, to the Company to the fullest extent permitted by law. Insofar as they do not vest
automatically by law or under this agreement, the Service Company holds legal title in such rights and inventions on trust for the Company.

and

The Service Company undertakes promptly, at the request and expense of the Company (whether during this agreement or after its termination) to execute such documents and do such acts as may be required by the Company in order to vest in or give the Company the full benefits of such rights and secure the rights referred to in clause 7.1 above and confirms that any Consultant has given written undertakings in the same terms to the Service Company. The Service Company irrevocably appoints the Company to be its attorney or agent in its name and on its behalf to do all such acts and things and to sign all such deeds and documents as may be necessary in order to give the Company the full benefits of this clause 7.

Service Company = My LtdCo, Company = Agency.

It sounds very much like I will be handing over my IP to the agency, which I obviously couldn't agree to. I'm an e-learning developer and LMS consultant, so my IP is important to me. I will be getting the contract reviewed for IR35 purposes, but wondered if anyone had any thoughts on the above clauses at all?