Location: Pennsylvania
So I'm being asked to sign a new NDA for my employer (based in CA). It has a new clause stating that anything I create in connection with my work is deemed the company's, calling it work-for-hire, which is totally fine by me and was in the old NDA. Then it says "to the extent any such work product is not deemed a work for hire", I also assign all rights. Then, just on its own, there's a clause where I "irrevocably waive all moral rights to the fullest extent permitted by the law". I was concerned about that, as a creative who's making independent projects on my own time and not actually making any creative works as part of the job, and my understanding of "moral rights" is that it pretty much only applies to creative work.
I reached out to my employer and was told that nothing in the NDA will apply to projects created outside of my work with the company. The "moral rights" thing was explained away as standard language, although the old NDA I signed does NOT have that, I looked. I was also given an odd explanation about using IP/copyrighted work if I make something for my role at the company, which makes no sense to me, as again, I'm not creating anything, and even if I was, if I used existing IP, how are those rights mine to waive?
I think my question is, basically, if I was just lied to, is the NDA still enforceable if I sign it having BEEN lied to? And/or are my creative projects basically safe and owned by me if I sign this? I would love to hear that I'm being overly-paranoid but the new wording is really bothering me. The company I work for doesn't deal in producing creative/artworks so I have no idea what to think.
Reposted because I accidentally used "update" in the title, my bad.
The lawyer that composed that contract was paid by the company. Lawyers naturally protect themselves first, then their client, and lastly you. So contracts typically require the moon from you. Ignore what is being told to you and make your decision based on the contract. If you don't accept or understand something, don't sign it. You can suggest changes to the contract (just for you). If the company values you, they will change the contract for you. It's easy--all one needs is a word processor. I've declined to sign such contracts while the lawyer tried to gaslight everybody that I was being difficult. The company had it changed.
No one can tell you anything definitive without seeing the whole document. If you are concerned, seek advice from an attorney in your area.
Just from your general description, the language is fairly standard assuming your company does work outside the U.S. Moral rights in the U.S. and abroad are treated very differently. In the U.S., they aren’t really a thing. Well, they are, but they aren’t major and it’s beyond the scope of a Reddit post to get into the weeds on.
The company does some work outside the US, but I don't. I've asked for a modification and was refused, so I'm looking around for a local attorney to review it.
You don’t need to do anything outside the U.S. if the company does. They will need those moral rights to perfect their interest in IP you create in some other countries. Good job getting a lawyer. Understanding things you sign is always a good idea.