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What does “in the course of” mean?


Big corporation in the UK, Intellectual Property and a ContractWhat can I do if I signed an excessively restrictive contract?Does a non-disparagement clause in a settlement cover the oppositions attorney?What does payable in advance mean?Legality of absolving martial arts class of responsibility if injury or death occurs?Job Contract Copyright WaiverLegal syntax question in the Canadian Copyright ActInventions Assignment Agreement in CaliforniaAssignment of Inventions in Employment Contract for Software DevelopmentWhat does 'attach costs' mean?






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2















I'm trying to decipher the Proprietary Rights section of a contract I've been asked to sign. Does "in the course of providing services" mean "during the same time as providing services" or "for the purpose of providing services" or something else?



I ask because I am a programmer who will be working on my own project during the same period as I am providing services to this Client, but after-hours and not for the same purpose or business. I want to make sure that what I create for myself I will own.



The full section states:




Any and all inventions, discoveries, improvements, software, intellectual property and other works of authorship or creations (collectively "Creations") which the Contractor or Contractor's Agents have conceived or made or may conceive or make in the course of providing Services that are related to or connected with Client's business activities shall be the sole and exclusive property of such Client.











share|improve this question









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adam0101 is a new contributor to this site. Take care in asking for clarification, commenting, and answering.
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    2















    I'm trying to decipher the Proprietary Rights section of a contract I've been asked to sign. Does "in the course of providing services" mean "during the same time as providing services" or "for the purpose of providing services" or something else?



    I ask because I am a programmer who will be working on my own project during the same period as I am providing services to this Client, but after-hours and not for the same purpose or business. I want to make sure that what I create for myself I will own.



    The full section states:




    Any and all inventions, discoveries, improvements, software, intellectual property and other works of authorship or creations (collectively "Creations") which the Contractor or Contractor's Agents have conceived or made or may conceive or make in the course of providing Services that are related to or connected with Client's business activities shall be the sole and exclusive property of such Client.











    share|improve this question









    New contributor



    adam0101 is a new contributor to this site. Take care in asking for clarification, commenting, and answering.
    Check out our Code of Conduct.





















      2












      2








      2








      I'm trying to decipher the Proprietary Rights section of a contract I've been asked to sign. Does "in the course of providing services" mean "during the same time as providing services" or "for the purpose of providing services" or something else?



      I ask because I am a programmer who will be working on my own project during the same period as I am providing services to this Client, but after-hours and not for the same purpose or business. I want to make sure that what I create for myself I will own.



      The full section states:




      Any and all inventions, discoveries, improvements, software, intellectual property and other works of authorship or creations (collectively "Creations") which the Contractor or Contractor's Agents have conceived or made or may conceive or make in the course of providing Services that are related to or connected with Client's business activities shall be the sole and exclusive property of such Client.











      share|improve this question









      New contributor



      adam0101 is a new contributor to this site. Take care in asking for clarification, commenting, and answering.
      Check out our Code of Conduct.











      I'm trying to decipher the Proprietary Rights section of a contract I've been asked to sign. Does "in the course of providing services" mean "during the same time as providing services" or "for the purpose of providing services" or something else?



      I ask because I am a programmer who will be working on my own project during the same period as I am providing services to this Client, but after-hours and not for the same purpose or business. I want to make sure that what I create for myself I will own.



      The full section states:




      Any and all inventions, discoveries, improvements, software, intellectual property and other works of authorship or creations (collectively "Creations") which the Contractor or Contractor's Agents have conceived or made or may conceive or make in the course of providing Services that are related to or connected with Client's business activities shall be the sole and exclusive property of such Client.








      contract-law contract legal-terms






      share|improve this question









      New contributor



      adam0101 is a new contributor to this site. Take care in asking for clarification, commenting, and answering.
      Check out our Code of Conduct.










      share|improve this question









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      adam0101 is a new contributor to this site. Take care in asking for clarification, commenting, and answering.
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      share|improve this question




      share|improve this question








      edited 1 hour ago







      adam0101













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      asked 8 hours ago









      adam0101adam0101

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          1 Answer
          1






          active

          oldest

          votes


















          3















          Does "in the course of providing services" mean "during the same time
          as providing services" or "for the purpose of providing services" or
          something else?



          I ask because I am a programmer who will be working on my own project
          during the same period as I am providing services to this Client, but
          after-hours and not for the same purpose or business. I want to make
          sure that what I create for myself I will own.




          The best definitions that come to mind off the cuff are "related to" and "in connection with", and both of those phrases appear in the same sentence, so that is quite close to the mark.



          Black's Law Dictionary (5th edition 1979) (from my har copy edition) defines "in the course of employment" as follows (citation omitted):




          The phase "in the course of" employment, as used in worker's
          compensation acts, related to time, place and circumstances under
          which accident occurred, and means injury happened while worker was at
          work in his or her employer's service.




          Dictionary.com defines "in the course of" as:




          during the course of. In the process or progress of




          The best definition I gleaned from relevant case law is as follows:




          [A]n invention made or conceived in performing, or as a
          result of performing, the work required by a contract is made or
          conceived "in the course of" that contract. That would be true even
          though the invention was not specifically sought in the terms of the
          contract. An invention is made or conceived "under" a contract when it
          is made or conceived during the life of the contract and the invention
          is, in whole or in part, specifically provided for by that contract.




          Fitch v. Atomic Energy Commn., 491 F.2d 1392, 1395 (Cust. & Pat. App. 1974).



          The law which forms the background against which the contract term in question is drafted is discussed in the following language from a Federal Circuit patent law case:




          The general rule is that an individual owns the patent rights to the
          subject matter of which he is an inventor, even though he conceived it
          or reduced it to practice in the course of his employment. There are
          two exceptions to this rule: first, an employer owns an employee's
          invention if the employee is a party to an express contract to that
          effect; second, where an employee is hired to invent something or
          solve a particular problem, the property of the invention related to
          this effort may belong to the employer. Both exceptions are firmly
          grounded in the principles of contract law that allow parties to
          freely structure their transactions and obtain the benefit of any
          bargains reached.




          Banks v. Unisys Corp., 228 F.3d 1357, 1359 (Fed. Cir. 2000).



          A similar contact is applied in the case Greene v. Ablon, 794 F.3d 133, 142 (1st Cir. 2015), but the term was not defined or disputed in that case. This case is still useful, however, for purposes of seeing the kind of issues that are typically raised in a case like this one and to assure yourself that the contract probably is enforceable.



          For the purposes of this question, the difference between an employee and an independent contractor is immaterial.






          share|improve this answer

























          • Thanks. If I understand you correctly, with the terms as-is, they would be able to gain the rights to anything that I work on during life of the contract. If I asked them to change the wording from "in the course of providing Services" to "for the purpose of providing Services", do you think that would be sufficient for me to preserve the rights to my own project?

            – adam0101
            7 hours ago












          • @adam0101 Hard to know.

            – ohwilleke
            2 hours ago











          • Thanks for your help. I got the contract revised to say "for the purpose of providing Services". I'm going to sign and hope that it's good enough. Still, even though it's hard to know, I'm curious what your best guess would be.

            – adam0101
            1 hour ago













          Your Answer








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          1 Answer
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          active

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          1 Answer
          1






          active

          oldest

          votes









          active

          oldest

          votes






          active

          oldest

          votes









          3















          Does "in the course of providing services" mean "during the same time
          as providing services" or "for the purpose of providing services" or
          something else?



          I ask because I am a programmer who will be working on my own project
          during the same period as I am providing services to this Client, but
          after-hours and not for the same purpose or business. I want to make
          sure that what I create for myself I will own.




          The best definitions that come to mind off the cuff are "related to" and "in connection with", and both of those phrases appear in the same sentence, so that is quite close to the mark.



          Black's Law Dictionary (5th edition 1979) (from my har copy edition) defines "in the course of employment" as follows (citation omitted):




          The phase "in the course of" employment, as used in worker's
          compensation acts, related to time, place and circumstances under
          which accident occurred, and means injury happened while worker was at
          work in his or her employer's service.




          Dictionary.com defines "in the course of" as:




          during the course of. In the process or progress of




          The best definition I gleaned from relevant case law is as follows:




          [A]n invention made or conceived in performing, or as a
          result of performing, the work required by a contract is made or
          conceived "in the course of" that contract. That would be true even
          though the invention was not specifically sought in the terms of the
          contract. An invention is made or conceived "under" a contract when it
          is made or conceived during the life of the contract and the invention
          is, in whole or in part, specifically provided for by that contract.




          Fitch v. Atomic Energy Commn., 491 F.2d 1392, 1395 (Cust. & Pat. App. 1974).



          The law which forms the background against which the contract term in question is drafted is discussed in the following language from a Federal Circuit patent law case:




          The general rule is that an individual owns the patent rights to the
          subject matter of which he is an inventor, even though he conceived it
          or reduced it to practice in the course of his employment. There are
          two exceptions to this rule: first, an employer owns an employee's
          invention if the employee is a party to an express contract to that
          effect; second, where an employee is hired to invent something or
          solve a particular problem, the property of the invention related to
          this effort may belong to the employer. Both exceptions are firmly
          grounded in the principles of contract law that allow parties to
          freely structure their transactions and obtain the benefit of any
          bargains reached.




          Banks v. Unisys Corp., 228 F.3d 1357, 1359 (Fed. Cir. 2000).



          A similar contact is applied in the case Greene v. Ablon, 794 F.3d 133, 142 (1st Cir. 2015), but the term was not defined or disputed in that case. This case is still useful, however, for purposes of seeing the kind of issues that are typically raised in a case like this one and to assure yourself that the contract probably is enforceable.



          For the purposes of this question, the difference between an employee and an independent contractor is immaterial.






          share|improve this answer

























          • Thanks. If I understand you correctly, with the terms as-is, they would be able to gain the rights to anything that I work on during life of the contract. If I asked them to change the wording from "in the course of providing Services" to "for the purpose of providing Services", do you think that would be sufficient for me to preserve the rights to my own project?

            – adam0101
            7 hours ago












          • @adam0101 Hard to know.

            – ohwilleke
            2 hours ago











          • Thanks for your help. I got the contract revised to say "for the purpose of providing Services". I'm going to sign and hope that it's good enough. Still, even though it's hard to know, I'm curious what your best guess would be.

            – adam0101
            1 hour ago















          3















          Does "in the course of providing services" mean "during the same time
          as providing services" or "for the purpose of providing services" or
          something else?



          I ask because I am a programmer who will be working on my own project
          during the same period as I am providing services to this Client, but
          after-hours and not for the same purpose or business. I want to make
          sure that what I create for myself I will own.




          The best definitions that come to mind off the cuff are "related to" and "in connection with", and both of those phrases appear in the same sentence, so that is quite close to the mark.



          Black's Law Dictionary (5th edition 1979) (from my har copy edition) defines "in the course of employment" as follows (citation omitted):




          The phase "in the course of" employment, as used in worker's
          compensation acts, related to time, place and circumstances under
          which accident occurred, and means injury happened while worker was at
          work in his or her employer's service.




          Dictionary.com defines "in the course of" as:




          during the course of. In the process or progress of




          The best definition I gleaned from relevant case law is as follows:




          [A]n invention made or conceived in performing, or as a
          result of performing, the work required by a contract is made or
          conceived "in the course of" that contract. That would be true even
          though the invention was not specifically sought in the terms of the
          contract. An invention is made or conceived "under" a contract when it
          is made or conceived during the life of the contract and the invention
          is, in whole or in part, specifically provided for by that contract.




          Fitch v. Atomic Energy Commn., 491 F.2d 1392, 1395 (Cust. & Pat. App. 1974).



          The law which forms the background against which the contract term in question is drafted is discussed in the following language from a Federal Circuit patent law case:




          The general rule is that an individual owns the patent rights to the
          subject matter of which he is an inventor, even though he conceived it
          or reduced it to practice in the course of his employment. There are
          two exceptions to this rule: first, an employer owns an employee's
          invention if the employee is a party to an express contract to that
          effect; second, where an employee is hired to invent something or
          solve a particular problem, the property of the invention related to
          this effort may belong to the employer. Both exceptions are firmly
          grounded in the principles of contract law that allow parties to
          freely structure their transactions and obtain the benefit of any
          bargains reached.




          Banks v. Unisys Corp., 228 F.3d 1357, 1359 (Fed. Cir. 2000).



          A similar contact is applied in the case Greene v. Ablon, 794 F.3d 133, 142 (1st Cir. 2015), but the term was not defined or disputed in that case. This case is still useful, however, for purposes of seeing the kind of issues that are typically raised in a case like this one and to assure yourself that the contract probably is enforceable.



          For the purposes of this question, the difference between an employee and an independent contractor is immaterial.






          share|improve this answer

























          • Thanks. If I understand you correctly, with the terms as-is, they would be able to gain the rights to anything that I work on during life of the contract. If I asked them to change the wording from "in the course of providing Services" to "for the purpose of providing Services", do you think that would be sufficient for me to preserve the rights to my own project?

            – adam0101
            7 hours ago












          • @adam0101 Hard to know.

            – ohwilleke
            2 hours ago











          • Thanks for your help. I got the contract revised to say "for the purpose of providing Services". I'm going to sign and hope that it's good enough. Still, even though it's hard to know, I'm curious what your best guess would be.

            – adam0101
            1 hour ago













          3












          3








          3








          Does "in the course of providing services" mean "during the same time
          as providing services" or "for the purpose of providing services" or
          something else?



          I ask because I am a programmer who will be working on my own project
          during the same period as I am providing services to this Client, but
          after-hours and not for the same purpose or business. I want to make
          sure that what I create for myself I will own.




          The best definitions that come to mind off the cuff are "related to" and "in connection with", and both of those phrases appear in the same sentence, so that is quite close to the mark.



          Black's Law Dictionary (5th edition 1979) (from my har copy edition) defines "in the course of employment" as follows (citation omitted):




          The phase "in the course of" employment, as used in worker's
          compensation acts, related to time, place and circumstances under
          which accident occurred, and means injury happened while worker was at
          work in his or her employer's service.




          Dictionary.com defines "in the course of" as:




          during the course of. In the process or progress of




          The best definition I gleaned from relevant case law is as follows:




          [A]n invention made or conceived in performing, or as a
          result of performing, the work required by a contract is made or
          conceived "in the course of" that contract. That would be true even
          though the invention was not specifically sought in the terms of the
          contract. An invention is made or conceived "under" a contract when it
          is made or conceived during the life of the contract and the invention
          is, in whole or in part, specifically provided for by that contract.




          Fitch v. Atomic Energy Commn., 491 F.2d 1392, 1395 (Cust. & Pat. App. 1974).



          The law which forms the background against which the contract term in question is drafted is discussed in the following language from a Federal Circuit patent law case:




          The general rule is that an individual owns the patent rights to the
          subject matter of which he is an inventor, even though he conceived it
          or reduced it to practice in the course of his employment. There are
          two exceptions to this rule: first, an employer owns an employee's
          invention if the employee is a party to an express contract to that
          effect; second, where an employee is hired to invent something or
          solve a particular problem, the property of the invention related to
          this effort may belong to the employer. Both exceptions are firmly
          grounded in the principles of contract law that allow parties to
          freely structure their transactions and obtain the benefit of any
          bargains reached.




          Banks v. Unisys Corp., 228 F.3d 1357, 1359 (Fed. Cir. 2000).



          A similar contact is applied in the case Greene v. Ablon, 794 F.3d 133, 142 (1st Cir. 2015), but the term was not defined or disputed in that case. This case is still useful, however, for purposes of seeing the kind of issues that are typically raised in a case like this one and to assure yourself that the contract probably is enforceable.



          For the purposes of this question, the difference between an employee and an independent contractor is immaterial.






          share|improve this answer
















          Does "in the course of providing services" mean "during the same time
          as providing services" or "for the purpose of providing services" or
          something else?



          I ask because I am a programmer who will be working on my own project
          during the same period as I am providing services to this Client, but
          after-hours and not for the same purpose or business. I want to make
          sure that what I create for myself I will own.




          The best definitions that come to mind off the cuff are "related to" and "in connection with", and both of those phrases appear in the same sentence, so that is quite close to the mark.



          Black's Law Dictionary (5th edition 1979) (from my har copy edition) defines "in the course of employment" as follows (citation omitted):




          The phase "in the course of" employment, as used in worker's
          compensation acts, related to time, place and circumstances under
          which accident occurred, and means injury happened while worker was at
          work in his or her employer's service.




          Dictionary.com defines "in the course of" as:




          during the course of. In the process or progress of




          The best definition I gleaned from relevant case law is as follows:




          [A]n invention made or conceived in performing, or as a
          result of performing, the work required by a contract is made or
          conceived "in the course of" that contract. That would be true even
          though the invention was not specifically sought in the terms of the
          contract. An invention is made or conceived "under" a contract when it
          is made or conceived during the life of the contract and the invention
          is, in whole or in part, specifically provided for by that contract.




          Fitch v. Atomic Energy Commn., 491 F.2d 1392, 1395 (Cust. & Pat. App. 1974).



          The law which forms the background against which the contract term in question is drafted is discussed in the following language from a Federal Circuit patent law case:




          The general rule is that an individual owns the patent rights to the
          subject matter of which he is an inventor, even though he conceived it
          or reduced it to practice in the course of his employment. There are
          two exceptions to this rule: first, an employer owns an employee's
          invention if the employee is a party to an express contract to that
          effect; second, where an employee is hired to invent something or
          solve a particular problem, the property of the invention related to
          this effort may belong to the employer. Both exceptions are firmly
          grounded in the principles of contract law that allow parties to
          freely structure their transactions and obtain the benefit of any
          bargains reached.




          Banks v. Unisys Corp., 228 F.3d 1357, 1359 (Fed. Cir. 2000).



          A similar contact is applied in the case Greene v. Ablon, 794 F.3d 133, 142 (1st Cir. 2015), but the term was not defined or disputed in that case. This case is still useful, however, for purposes of seeing the kind of issues that are typically raised in a case like this one and to assure yourself that the contract probably is enforceable.



          For the purposes of this question, the difference between an employee and an independent contractor is immaterial.







          share|improve this answer














          share|improve this answer



          share|improve this answer








          edited 7 hours ago

























          answered 7 hours ago









          ohwillekeohwilleke

          56.5k2 gold badges66 silver badges146 bronze badges




          56.5k2 gold badges66 silver badges146 bronze badges












          • Thanks. If I understand you correctly, with the terms as-is, they would be able to gain the rights to anything that I work on during life of the contract. If I asked them to change the wording from "in the course of providing Services" to "for the purpose of providing Services", do you think that would be sufficient for me to preserve the rights to my own project?

            – adam0101
            7 hours ago












          • @adam0101 Hard to know.

            – ohwilleke
            2 hours ago











          • Thanks for your help. I got the contract revised to say "for the purpose of providing Services". I'm going to sign and hope that it's good enough. Still, even though it's hard to know, I'm curious what your best guess would be.

            – adam0101
            1 hour ago

















          • Thanks. If I understand you correctly, with the terms as-is, they would be able to gain the rights to anything that I work on during life of the contract. If I asked them to change the wording from "in the course of providing Services" to "for the purpose of providing Services", do you think that would be sufficient for me to preserve the rights to my own project?

            – adam0101
            7 hours ago












          • @adam0101 Hard to know.

            – ohwilleke
            2 hours ago











          • Thanks for your help. I got the contract revised to say "for the purpose of providing Services". I'm going to sign and hope that it's good enough. Still, even though it's hard to know, I'm curious what your best guess would be.

            – adam0101
            1 hour ago
















          Thanks. If I understand you correctly, with the terms as-is, they would be able to gain the rights to anything that I work on during life of the contract. If I asked them to change the wording from "in the course of providing Services" to "for the purpose of providing Services", do you think that would be sufficient for me to preserve the rights to my own project?

          – adam0101
          7 hours ago






          Thanks. If I understand you correctly, with the terms as-is, they would be able to gain the rights to anything that I work on during life of the contract. If I asked them to change the wording from "in the course of providing Services" to "for the purpose of providing Services", do you think that would be sufficient for me to preserve the rights to my own project?

          – adam0101
          7 hours ago














          @adam0101 Hard to know.

          – ohwilleke
          2 hours ago





          @adam0101 Hard to know.

          – ohwilleke
          2 hours ago













          Thanks for your help. I got the contract revised to say "for the purpose of providing Services". I'm going to sign and hope that it's good enough. Still, even though it's hard to know, I'm curious what your best guess would be.

          – adam0101
          1 hour ago





          Thanks for your help. I got the contract revised to say "for the purpose of providing Services". I'm going to sign and hope that it's good enough. Still, even though it's hard to know, I'm curious what your best guess would be.

          – adam0101
          1 hour ago










          adam0101 is a new contributor. Be nice, and check out our Code of Conduct.









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          adam0101 is a new contributor. Be nice, and check out our Code of Conduct.












          adam0101 is a new contributor. Be nice, and check out our Code of Conduct.











          adam0101 is a new contributor. Be nice, and check out our Code of Conduct.














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