Merge pull request #57 from github/v101

v1.0.1

Balanced_Employee_IP_Agreement.md

@@ -1,4 +1,4 @@
-# Balanced Employee Intellectual Property Agreement 1.0.0
+# Balanced Employee Intellectual Property Agreement 1.0.1
 
 This BALANCED EMPLOYEE INTELLECTUAL PROPERTY AGREEMENT is between person named below and [COMPANY NAME], a [State of Incorporation] corporation ("Company").
 
@@ -8,35 +8,35 @@ This BALANCED EMPLOYEE INTELLECTUAL PROPERTY AGREEMENT is between person named b
 
 The Company also believes that it's important to be clear on what it doesn't own. The Company doesn't want you looking over your shoulder every time you work on something personal or worrying that the Company will someday seize your open source non-lethal mousetrap simulation software. In other words, the Company isn't interested in appropriating your personal projects.
 
-**Read this.** Please read this document and be sure you understand it before you sign it. Due to legal risk and corporate obligations, the Company cannot, by and large, negotiate its terms. If you feel you have a particular circumstance that keeps you from signing, please let the Company's legal department ("Legal") know. And, of course, you're always free and encouraged to get your own legal counsel to explain anything you're not clear on.  
+**Read this.** Please read this document and be sure you understand it before you sign it. Due to legal risk and corporate obligations, the Company cannot, by and large, negotiate its terms. If you feel you have a particular circumstance that keeps you from signing, please let the Company's legal department ("Legal") know. And, of course, you're always free and encouraged to get your own legal counsel to explain anything you're not clear on.
 
 Cool? Then, by signing this Agreement, and as a condition of your employment, you agree to the following:
 
-1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create _as its employee or contractor_, but only if it meets one or more of these additional conditions: The IP (i) related to an existing or prospective Company product or service at the time you developed, invented, or created it, (ii) was developed for use by the Company, (iii) was developed or promoted with existing Company IP or with the Company's endorsement. You hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP.
+1. **What the Company owns.** The Company owns any IP ("Company IP") that you create, or help create _as its employee or contractor_, but only if it meets one or more of these additional conditions: The IP was (i) related to an existing or prospective Company product or service at the time you developed, invented, or created it, (ii) developed for use by the Company, or (iii) developed or promoted with existing Company IP or with the Company's endorsement. You hereby grant and assign, and will grant and assign, to the Company all rights and interests in all Company IP.
 
-   "Company IP" includes concepts, inventions, designs, developments, discoveries, ideas, improvements, trade secrets, trademarks and any original works of authorship.
+   "Company IP" includes concepts, designs, developments, discoveries, ideas, improvements, inventions, trade secrets, trademarks, and works of authorship.
 
-2. **What the Company doesn't own.** If you create IP that doesn't fit into one of the categories listed above, the Company doesn't own it. In other words, the Company doesn't own any concepts, designs, developments, discoveries, ideas, improvements, trade secrets, or any works of authorship that you develop, invent or create that do not meet any of the conditions above in Section 2. This is true regardless of the computer you use to develop your IP, including the one furnished to you by the Company.
+2. **What the Company doesn't own.** If you create IP that doesn't fit into one of the categories listed above, the Company doesn't own it. In other words, the Company doesn't own concepts, designs, developments, discoveries, ideas, improvements, inventions, trade secrets, trademarks, or works of authorship that you develop, invent, or create that do not meet any of the conditions in Section 1. This is true regardless of the computer you use to develop your IP, including the one furnished to you by the Company.
 
    The Company also doesn't own IP excluded by laws such as those listed in Exhibit A. You acknowledge you have reviewed Exhibit A and have read those laws applicable to you.
 
-3. **Contribution of your IP to Company projects.** If you include your own IP – such as IP you created prior to working for the Company – into a Company product or service, it's still yours, of course, but you grant the Company a nonexclusive, irrevocable, fully paid-up, royalty-free, perpetual, sub-licensable, transferable, worldwide license to use it without restriction in any way or implementation, in modified form, or as is, by itself, or incorporated into another product or service ("License"). If you include your name in any project over which the Company would have rights under this Agreement, such as in a copyright notice or a comment in code or documentation, then the License covers the rights associated with that use of your name as well.
+3. **Contribution of your IP to Company projects.** If you include your own IP – such as IP you created prior to working for the Company – into a Company product or service, it's still yours, of course, but you grant the Company a non-exclusive, irrevocable, fully paid-up, royalty-free, perpetual, sublicensable, transferable, worldwide license to use it without restriction in any way or implementation, in modified form, or as is, by itself, or incorporated into another product or service ("License"). If you include your name in any project over which the Company would have rights under this Agreement, such as in a copyright notice or a comment in code or documentation, then the License covers the rights associated with that use of your name as well.
 
-4. **Your contributions to non-Company projects.** The Company recognizes that you may be engaged in work that requires you to submit IP to entities other than the Company, such as open source projects used by the Company.  Please make sure that Legal is aware of what you're working on so that Legal can help with any licensing issues. If any project asks you to sign a contribution agreement, you should check with Legal before doing so. These agreements may be legally binding on the Company and so should be run through Legal first.
+4. **Your contributions to non-Company projects.** The Company recognizes that you may be engaged in work that requires you to submit IP to entities other than the Company, such as open source projects used by the Company. Please make sure that Legal is aware of what you're working on so that Legal can help with any licensing issues. If any project asks you to sign a contribution agreement, you should check with Legal before doing so. These agreements may be legally binding on the Company and so should be run through Legal first.
 
-5. **Works made for hire.** All Company IP that you are involved with or create as part of your work for the Company are [works made for hire](http://www.copyright.gov/circs/circ09.pdf) under copyright law and are compensated by your regular salary or pay.
+5. **Works made for hire.** All Company IP that you are involved with or create as part of your work for the Company is [work made for hire](http://www.copyright.gov/circs/circ09.pdf) under copyright law and compensated by your regular salary or pay.
 
 6. **No conflicts.** You agree that you don't have any outstanding agreements or obligations that conflict with those in this Agreement, and that you won't enter into conflicting agreements in the future.
 
-7. **IP protection.** The Company might someday need to show the work that went into the development of IP that it uses or has used, or to make government filings to establish that it owns the IP or has rights over it. To help in those situations, you agree not to destroy any records you maintain relating to the development of any Company IP or IP under License (together, "All IP"), and, if the Company asks, to provide those records to the Company. You agree to help the Company secure and defend its rights in All IP, including after you leave the Company. For your help the Company will compensate you at a reasonable rate. If the Company is unable to secure your help, you authorize the Company to act on your behalf (as your agent and attorney-in-fact) in securing all rights related to All IP.   
+7. **IP protection.** The Company might someday need to show the work that went into the development of IP that it uses or has used, or to make government filings to establish that it owns the IP or has rights over it. To help in those situations, you agree not to destroy any records you maintain relating to the development of any Company IP or IP under License (together, "All IP"), and, if the Company asks, to provide those records to the Company. You agree to help the Company secure and defend its rights in All IP, including after you leave the Company. For your help the Company will compensate you at a reasonable rate. If the Company is unable to secure your help, you authorize the Company to act on your behalf (as your agent and attorney-in-fact) in securing all rights related to All IP.
 
 8. **Confidentiality.** As an employee or contractor of the Company, you will have access to sensitive confidential information that is important to the Company's business. You are responsible for keeping this information confidential, including after you end your work for the Company.
 
    Please be aware, however, that under the [Defend Trade Secrets Act of 2016](http://uscode.house.gov/view.xhtml?req=title:18%20section:1833%20edition:prelim), you have the right to disclose trade secrets, confidentially, to the government or a lawyer for the purpose of reporting or investigating a suspected violation of law, or you may disclose trade secrets in documents filed under seal in a legal proceeding.
 
    "Confidential Information" includes non-public technical details about our products or services, financial information, business strategies and forecasts, customer data, or any other information, data or know-how that is valuable to the Company because it is not publicly known.
 
-   The Company's Confidential Information is sensitive and we expect that you'll treat it as such. You agree to only use the Company's Confidential Information for the purpose of performing your job and for the benefit of the Company. You will do your best to keep internal Company information secret. If you are not sure if something is Confidential Information, you should assume that it is, until you can confirm otherwise.
+   The Company's Confidential Information is sensitive and we expect that you'll treat it as such. You agree to only use the Company's Confidential Information for the purpose of performing your job and for the benefit of the Company. You will do your best to keep Confidential Information secret. If you are not sure if something is Confidential Information, you should assume that it is, until you can confirm otherwise.
 
 
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CONTRIBUTING.md

@@ -33,12 +33,16 @@ Any change to the agreement text mandates a new version. Before merging any chan
 
 1. Have changes reviewed by GitHub Legal.
 2. Update version number in the agreement title/heading and commit to branch to be merged.
-3. Update docx, odt, and pdf copies of the agreement and commit to branch to be merged:
-  - `pandoc --smart -f commonmark Balanced_Employee_IP_Agreement.md -o Balanced_Employee_IP_Agreement.docx`
-  - `pandoc --smart -f commonmark Balanced_Employee_IP_Agreement.md -o Balanced_Employee_IP_Agreement.odt`
-  - `pandoc --latex-engine=xelatex --smart -f commonmark Balanced_Employee_IP_Agreement.md -o Balanced_Employee_IP_Agreement.pdf`  
-4. Merge branch with new version.
-5. Tag and push: `git tag vx.x.x; git push --tags`
+3. Merge branch with new version.
+4. Tag and push: `git tag vx.x.x; git push --tags`
+5. Create docx, odt, and pdf copies of the agreement:
+  ```
+  pandoc --smart -f commonmark Balanced_Employee_IP_Agreement.md -o Balanced_Employee_IP_Agreement.docx
+  pandoc --smart -f commonmark Balanced_Employee_IP_Agreement.md -o Balanced_Employee_IP_Agreement.odt
+  pandoc --latex-engine=xelatex --smart -f commonmark Balanced_Employee_IP_Agreement.md -o Balanced_Employee_IP_Agreement.pdf
+  ```
+6. Make a [release](https://help.github.com/articles/creating-releases/) from the tag created above, adding the docx, odt, and pdf copies as binary attachments.
+7. https://github.com/github/balanced-employee-ip-agreement/releases/latest will show the release just made.
 
 This process may become more involved if and when required by translations, support for additional jurisdictions, or desire to have old versions available in source tree, rather than only in history. At this time it is not necessary to design these procedures before they are needed.