Prepared by Patrick Jones and Ed Lazowska

Many companies are demanding that student interns sign slightly-modified versions of standard employment agreements.

What this means for you is that instead of focussing only on what you are doing in the internship and capturing that for the company, the agreements try to capture everything you might conceivably do related to the company's business except for what is specifically excluded.

This puts the burden on you, not the company, to define why you're there and what you are working on.

This isn't a big problem if the internship has nothing to do with your areas of research elsewhere, say at the University for your thesis. However, many internships are initiated precisely because you are doing something at the University in an area of the company's interest. This creates a potential problem, in that your intellectual property and that of others at the University could be compromised. For example, a significant aspect of your University research could become unpublishable, or work that you do entirely at the University and decide you would like to license to another company might turn out to be encumbered by your agreement with the company for which you interned.

Doing an internship is a little like buying something. Your real power as a consumer is to choose not to buy. Ultimately, you weigh the advantages of ownership against the costs. No matter how much you want something, if the cost exceeds your ability or willingness to pay, you don't buy; or, you switch to another product. In that light, as you talk to companies about internships, you'll need to balance the experience, exposure, and research opportunities you will gain against the freedom and flexibility you will lose.

Here are some things to be aware of:

• Indemnify anyone – how are you going to pay to do that?
• Warrant anything, unless you know it for a fact and can prove it to a stranger.
• Export intellectual property from your thesis or other sponsored research to which you have had access at the University.
• Abstain from working in the area of the company's research after you leave, unless it is totally unrelated to anything you plan to do in the next few years.

• Keep the work you did confidential.
• Not bring into the company any code or other intellectual property that you don't own; if you are thinking of using something in your possession and don't know if you own it, assume that you don't.

• Assign rights in inventions and copyrights created during the internship to the company; this generally includes anything you do that is reasonably related to the business of the company whether it is done at the company or not. Remember: If you are doing University research at the same time as your internship (for example, if you think about your thesis in the shower), you need to specifically exclude it from the agreement!
• Execute any necessary documents required by the company to perfect assigned intellectual property rights.
• Grant free license to the company to anything you owned that you incorporated into your work for your internship at the company.
• Exclude or list patents, code, or other intellectual property that is owned by you, or may be owned by you, that is to be excluded from coverage by the agreement.

• Set reasonable time limits for confidentiality – the time limit will depend upon how quickly information becomes outdated in your area.
• Ensure that confidential information that becomes known to you through other, legal, means is excluded.

• Create a defined work plan for the internship before you agree to sign on the dotted line.
• Document what you did at the company, by:

1. Giving a concluding seminar at the company.
2. Putting together a publication on the results of your internship.
3. Summarizing at the end of the period what you worked on, giving a copy to your company supervisor, and retaining a copy for your records.

• A decent consulting agreement
• A decent non-disclosure agreement
• A decent NDA for confidential software made available for student projects
• A problematical agreement, by contrast (see esp. (4) "we own everything you think of when you're working for us, even if it arises from a weekend email interchange with your thesis advisor or from thoughts you have in the shower," and (9) "you can't even go back to your university and be employed as an RA if it's in the same area as the work you did with us"). Further implications, see:
  • Implications 1
  • Implications 2
• Another problemmatical agreement (see (4) "If you work on your thesis this summer, we own it" -- must write an exclusion for this!)
• A decent collaborative research agreement
• Negotiating a consulting agreement with Microsoft
• Agreement for an internship working on code you developed at UW

As issues arise that are not covered herein, contact Ed Lazowska (lazowska at cs.washington.edu).