From:
Sent: Friday, December 27, 2002 11:03 AM
To: Ed Lazowska
Subject: RE: Contracting question

Well, it took a month, but I got them to make essentially the change you
suggested (I also ran it by my dad, an attorney, and he basically
agreed with you).

I figured the story of how I got the change made might be a nice data 
point for the department's folklore on this sort of thing.  There was
definitely some resistance to changing the contract.  I don't think out of
malice, more that HR didn't want to schedule any more meetings with the
lawyers.  So when I first suggested the change, they replied back, "no,
no, your thesis is okay, because of the services clause."  I had to hold
my ground and say, "I agree that's your intention, but that's not what the
contract reads, so let's fix it."  A couple rounds of us repeating
ourselves, and they sent me a new version.

Thanks for your advice.

On Wed, 20 Nov 2002, Ed Lazowska wrote:

> See *** below:
> 
> -----Original Message-----
> From: 
> Sent: Wednesday, November 20, 2002 3:15 PM
> To: Ed Lazowska
> Subject: Contracting question
> 
> I have two brief questions about working for MSR as a contractor, and
> you seem to be the one to ask.  If not, let me know who to bother.
> 
> I've looked through the FAQ on this stuff (UW CSE Commercialization),
> and the contract seems pretty reasonable overall.
> 
> Question #1:
> 
> The period for non-disclosure of confidential information is 5 years.
> The FAQ said that was an unreasonably long period of time.  Is that
> true?  Should I get them to change it?
> 
> *** As long as there is an exclusion for stuff that you already know, or
> that becomes known through no fault of your own, you can live with it.
> What you don't want is a situation where they tell you something in
> confidence that you already know (and the NDA precludes you from
> discussing it externally), or they tell you something in confidence but
> then they release it or someone external discovers it and you're still
> gagged.  If the exclusions are OK, then the term isn't a big deal --
> it's long, but not worth fighting about.
> 
> Question #2:
> 
> One nice thing is that they precisely describe the services I'm going to
> provide for them:
>
> "...You will assist Microsoft's current research efforts by providing the
> following consulting services ... (collectively, the "Services"):
> Design, analysis, and implementation of algorithms for message
> authentication codes, secure hash functions, and ciphers."
>
> But I want to make sure the ownership section really does the right
> thing:

> "...You hereby convey and assign to Microsoft, exclusively and without 
> restriction, all your right, title, and interest in and to the Services,
> including without limitation and and all inventions, discoveries,
> designs, developments, improvements, copyrightable material, and trade
> secrets that you solely or jointly may conceive, develop, or reduce to
> practice while providing Services..."
>
> Does this really mean they own everything I do for them with respect to
> message authentication, but nothing of anything else (e.g., my thesis,
> which is on a different subject)?  This consulting gig is for 10 days
> over the next year.  I want to work on my thesis this year (at least,
> my advisor wants me to work on my thesis this year...), and I want to be
> sure that's unentangled from the message authentication work.
> 
> *** Well, it hinges upon exactly what "while" means at the end of the
> next-last line.  If "while" means "in the course of ..." or "as part of
> ..." then you're fine -- they're entitled to own anything that they pay
> you to do.  However, if "while" means "during the overall time interval
> when you're ..." then they own your thesis, and also the autobiography
> you write.
>
> *** I would suggest trying to substitute "as part of" or "in the course
> of" for "while."
> 
> Thanks