Slashdot Mirror
When Personal Projects Start To Conflict w/ Work?
Yhcrana asks: "I am preparing to start a project at the company I work and I have hit a small snag. Over the past 6 months I have been developing a product in my spare time for commercial use and it is nearing completion. The problem is that one of the clients they work for wants the EXACT product I am producing in my spare time. I have held this product from their knowledge on purpose since I was going to be first to market on it. I am about 50 hours away from completion of the project and they now want me to produce the EXACT same thing for them. My question is what should I do? If I complete this product on their time they will want to have some sort of part of the licensing and this is my idea." Similar to an older Ask Slashdot this question approaches the issue from the opposite direction, that of dealing with your job while still trying to complete something you've been working on that may mean a lot to you. What would be the best way for Yhcrana to not only finish his project and retain the rights, but to help his firm's clients as well?
"This product was going to support me in my down time between jobs as I have a couple of clients who are eagerly awaiting its completion and it would net me a good profit just from these clients. I am completely unwilling to just give this hard work to the company I work for.
I want to complete this project, but my working on this product while on company time would probably cause some sort of problem within the company. I have had the idea of perhaps signing some contract with them which lets them know that even though I am completing the product for their client I own all rights to the product. Perhaps offering them a small discount on licensing on the product equal to the amount they paid me for working on it on their time."
Why should he care that he steals clients from his company when he leaves?
It isn't like he has any obligation or loyalty to his company, after all, they would lay him off or fire him in a heartbeat if they felt like it.
Employees should steal as much as possible from their employers when they leave. Especially those yellow sticky pads! And Clients! Those are the best!
I have solved this kind problems using other company for "shadowing" my work - as a employed person you probably can not compete with your employer in resources or argue on conditions your work is distributed. If available, use other already existing _trustworthy_ (or company depending on your work/assets) small company for marketing/selling your product. This enables to you full descision power over your work and no diminishing in relations between you and your employer. Also you can use your employers additonal recources (and workhours) to advance faster in your project. If well documented, you are even protected from lawsuits - your product did existed beore than yor employer did even started same kind of project (depends on your contract with your employer also). It is unethical but if you have already spent significant time and recources to your personal project, there can be no turning back - your employer WILL beat you in development timescale and marketing capabilities. Use this little advancement in time you have for now.
You are so dense, that I have a hard time beleiving for a minute that you can code. It was a fucking joke (you, know...the thing called sarcasm?) idiot.
--Someone who is not the jokemeister, aka TheIconoclast
Keeping slashdot idiot free since its inception
The right thing to do is
(1) GPL it (Duh.)
(2) Allow your company to use it for free.
(3) Make 8$/hr supporting it. Maybe running photocopies of the documentation, or something.
(4) Think of the children.
Talk to your employer. I have been in this situation several times. You could sell the work done todate to your employer, reaping one time benefits for your invested time and effort. Or colaborate, make your work available to your employer but retain the right to do develop your version of the product without infringement by your employer. Unless you work for some narrow minded, boneheaded people there should be an easy solution.
Huh? If you wrote the code in your spare time, it's yours (unless you have a signed agreement of course). For that work, you should aim to maximize the benefit to yourself.
What did Stallman do in this situation?
Not only good advice, but a great T-shirt slogan too:
What Would Stallman Do?
... can also have good ideas for generating code in cases like these - options and ways to proceed that, on one's own (coder or non-coder), would not be so obvious. This is qiute important in negotiation.
Therefore, we should ask coding questions on a law discussion site!
--
Marc A. Lepage (aka SEGV)
--
Marc A. Lepage
Software Developer
I know when I started my current job I had to sign something listing all of my intellectual property to date as being mine and saying that anything I create going forward (on company time or personal time) will be the property of the company. There was a slashdot article on this subject in recent months. If he signed something similar, his project already belongs to the company and he doesn't have a choice in the matter.
Make sure you didn't sign a contract that gives your company all rights to your code when you took the job. Sometimes its in the fine print that anything related to work, whether developed on your own time or theirs, your equiptment or theirs, THEY OWN! If there is such a stipulation in your contract you may want to keep the project to yourself and quit your job ASAP!
As sad as it is, you have two options. You can choose to finish your project, or choose to stay with your company. By finishing your project and working for the client, the company will invariably sue you for either stealing ideas or working on your project on company time and therefore claim ownership over the IP. Yes, it sounds ridiculous, and yes, it happens frequently. Companies are like universities, they're very quick to usurp any ideas they can, and they WILL do so if you release yours under this premise. My suggestion would be to quit your job, unless its especially near and dear to you, and continue with your project. If nothing else, consult with a lawyer. My guess is that thousands of people on here will tell you to continue down both paths and screw that big bad corporation, but just remember: they're big bad corporations. For a few hundred bucks, you can get a lawyer's ear for a while, and that may save you a lot of headache.
Finish your project, sell it through some other entity (not traceable back to you). Accept the project. Use your experience with the type of product to build a good (but different) implimentation of the same product. DONT USE YOUR OLD CODE. Your product will be first to market, and your boss will think you're doing a good job.
The best of both worlds. The trick is to disassociate yourself from your (original) product.
Evan
http://koax.org
To mirror what countless others have said: the only legal advice *anybody* should accept from posters on this or any other website, regardless of their (claimed) backgrounds or intentions, is to go ask a lawyer. Furthermore, make it a lawyer who's somewhat local to you. Doing anything else is foolhardy.
/. posters would separate "their world" from the real world. Just because you feel the law *should* operate in a certain manner doesn't mean it will... and just because one judge says law X should be interpreted in manner Y doesn't mean another judge won't say it should be interpreted in manner Z. Disagreements like that are what keep Supreme Courts in paycheques. ;)
As a personal aside: I wish
Well, while this post might have been flamebait,
implicit is an interesting possibility. One
way out may well be to GPL your project and
provide it to your direct client on those terms,
take it or leave it. You can, of course, insist
they pay for your work. Naturally, they may
balk and, naturally, you'll lose any benefits --
of which undoubtedly there are some, whether
they're outweighed by costs or not -- from making
the product GPL.
You can, it seems to me, then proceed with
impunity working on the non-GPL project for
your employer and, obviously, cannot use any
of the code from your GPL version because that
would violate the GPL. I don't think your
employer would agree to use of GPL code.
You should, of course, check your employee
agreement and contract as several others
suggested. Check with an attorney. But you
may luck out. I worked for IBM many years,
and they had/have extremely stringent employee
agreements not to compete. However, our division
was sold (along with us) to Loral and both the
terms of the transfer and Loral's own employee
agreements didn't specify so, upon advice of an
attorney, I made a list of all my personal
documents and work I had done on the side for
IBM and also drew up a Doing-Business-As and,
effective upon the date Loral took control,
I presented to management and Loral's attorneys
a claim that this stuff was mine and would they
sign it. They were puzzled for a bit, but
finally did sign it and I was on my way.
Jan Theodore Galkowski, (Oo) http://www.smalltalkidiom.net/ MySQL,PHP,ETL,SQL,MinGW C, and plucking the Web
Have you thought of quiting your current job? My only worry would be non-compete clauses and overly intrusive IP claims.
Otherwise, why not?
Scuttlemonkey is a troll
Well... in my oppinion if you are unwilling to give the work to them the only thing you can do is tell them the truth. If you don't do the work you won't have a job. If they say we will own it if you finish it here, you won't be staying. It sounds like you have already made your mind up no matter what they say, so just break it to them. If they don't like the idea HOPEFULLY you have been saving money for a rainy day and can hold out the 50 hours it will take to finish the product, which you could easily do in a week if you quit. If not... well, time to go back to college eating practices for awhile ;) MMMM... ramen.
But seriously were it me I would ask them, if they say no, turn in notice and start working on the project yourself. If they need the client bad enough they will pay you for a licence to the software and you make out even better. Mabey make them aware of how long you spent doing it yourself and tell them it will take that long again if you do it for them and offer them a licence of the one you have created. Without being in your shoes thats the best advice I can give.
Give the project your almost done with to your work. And redoo the project from scratch using what you learned from programming it the first time. Now your project is stronger and better then before because you first built a prototype (the one you gave your company!)
I'm sure they didn't hire you to sit there and see how ineffiecient things were... Unless you're a complete mercenary, you could have, for instance, showed them what you developed and who knows? maybe they'ed have decided to make you a full-timer rather than a contracter for showing such initiative.
And, you know, this isn't the best of times to be that mercenary. Not the worst of times either, but definetly not the best
Offer you employer a license cheap. Maybe even let them have it for free for this client. You can spin control that into enough goodwill with your employer that you'll be able to charge a good, fair price for the next client they find for your product.
Make sure you approach them by explaining how this makes their lives better. EG: "Boss, I've got a great idea for satisfying this client quickly and inexpensively!"
Stop-Prism.org: Opt Out of Surveillance
Thanks for the vote of confidence, but I'm actually a 20something engineering professional and I know a lot about contract law. I know a lot of other people that read Slashdot too. None of them are teenage code monkeys either. Just thought we should clear that up. You think you're talking to "teenage code monkeys" but you're really talking to mostly real adult people.
It's espescially funny that you say "not to offend anybody" at the beginning -- you are making a generalization you can not defend about a group of people you do not understand, but you don't want us to get offended. And you are accusing the original poster of being too dumb to tell good ideas from bad ones. But thanks for caring about our feelings, Adam.
*Before* calling a lawyer, our querant might want to ask what opinions and options are out there from different perspectives. Some of it won't apply, some will. But at least he'll have some more ideas, which he can discuss with his lawyer. And he will have anecdotal evidence from other people in a similar situation.
It's up to him what to believe and what to pay attention to. That's what this is all about. Get a bunch of amateur opinions, and you'll have a bunch of good and bad ideas. It's left up to the reader to sort them out. The reader must be smart enough to not believe everything s/he reads. Nobody needs to tell them that some of these posts are BS. Everyone knows that already.
Quick, hide the source code, quit your job, pop up with a running, complete app two weeks later and hope your former employer doesn't notice or doesn't care. In fact, why not just download the entire codebase of your current employer, quit, and sell the lot to a competitor? The fact he has paid for your clothing, heating bill, food, etc. via your salary since you started work there doesn't mean you, like, owe him something (like honest work..eeh gads) does it??
I was thinking of the immortal words of Socrates, who said, "I drank what?"
Life is a tale told by an idiot, full of sound and fury, signifying nothing.
William Shakespeare
1. Make sure the client knows your solutions is nearest completion... :o)
2. Use all your vacation time now to complete the project.
3. Botch the job for your employer while they don't know you're competition.
4. Cash in big!
Incorporate (ie - board and president and legal status), not register, a company. Then, license your software to that company. Give it the rights to pursue distribution channels and/or resellers and/or sell your product directly. This way you have a legal entity between you the coder and your employer. Then have the said company negotiate a reseller deal with your current employer. Do this quickly before your employer thinks that you started coding _after_ you heard of their needs (some management types don't understand that it takes _time_ to code something :-) ). There is a distinct defference between you dealing with your employer directly, and you dealing with your employer on behalf of a legal entitly. Demonstate the benifits of having the product ready right now, instead of having them develop it internally. The biggest argument here I would guess in your favour is time to market of the product. If you can negotiate a nice sum for the software license and want to avoid a conflict of interest, the best thing would be to take a payed/unpayed vacation and finish the product on your own time.
This is not theoretical advise, it worked quite nicely for an friend. He looked like a champ, saved the company development time and expenses, was in house at the company to support it ( a big selling point from the company's clients... "We have the guy who wrote the software working in house to support it..." ). Of course it depends on the management in place, but the benifits are quite easy to see. Hope this helps.
Remembering your name in the morning is already a good start...
But I do work for reasonably enlightened people, and before I ever did anything that might potentially turn into a conflict of interest, I'd talk to my boss and possibly to a lawyer if I thought it necessary.
The moral of the story: try to work for cool people, and ASK before you do something that might get you into trouble. :)
--
You're a suburbanite.
Hey, perdida, I'm the one who moderated your first post down. And your second post up. If slashdot works as advertised, both of 'em will go away once I post this.
:)
My thinking was this: I actually wanted an answer to the question in the topic, 'cause I could see myself in the same sort of situation. And your comment didn't do that. It expressed a general sentiment (that I agree with!) but was redundant to people who think the same as you, alienating to people who didn't ("labor should not be alienated"), and useless in terms of giving us any tools to actually do something about the situation. And you didn't even bother to proofread your post!
Your second post was what you should've done in the first place. Though, still, lay off the jargon (e.g. "pro creativity workspaces"). It's not gonna impress anyone who doesn't agree with you already. And don't attack your friends.
perdida's interpretation is a valid one. The problem in the Ask Slashdot is that the employee's contract give the employer legal hooks to try to appropriate something that the employee did outside of work. The issue is not one of the employee trying to use company time on their own project, but the company trying to own something that was built on the employee's personal time.
Also, I don't find it at all reasonable that if the employee FINISHES a project on company time, that the company should get _exclusive_ rights to the whole thing. This may be the way the law or the contract is interpreted, but it doesn't make it any less unreasonable.
In general, I think the contracts they make you sign these days stink to high heaven. They are designed less to represent the important interests of the company (being able to use what their employees produce, and in some cases preventing competitors from doing the same), and more intersted in grabbing as much intellectual "property" as is legally possible from the employee. It's less about profitability and productivity, and more about control.
I don't think anyone's saying he should give away his code so much as that, in the eyes of the law, it might not be his code to start with. This fellow's first priority should be to get a lawyer's professional, informed opinion on what the legal reality is now before plotting strategy. Dozens of people, at least a few of whom have real-world experience in this area and are no more "teenage code monkeys" than you are, had already made that suggestion before you rode in on your high horse to set us all straight. Your post was not only offensive in tone but redundant in content.
Slashdot - News for Herds. Stuff that Splatters.
Talking to a lawyer is good advice. Depending on what kind of contract the person's signed, any programs he writes on the side might belong to his employer no matter what he does.
Assuming that one's allowed to work on the side, my advice is to steer clear of writing programs that could potentially compete with those of one's employer. For example, if your job is creating financial software, then doing games on the side shouldn't ever pose a problem (and vice versa).
Either someone at work found out about your side-project, and you were set up, or else you just got smacked with some luck.
Question is... Good luck, or bad?
Either your going to make a killing, or your going to be screwed. In either case, your boss will be singing "All your codebase are belong to us!"
More Caffeine. NOW
Plain and simple, you tell them you have something that you developed on your own, have them buy from you and quit to find another job, THERE YOU GO, and you will probably never see this message in this thread but I thought I would say something! GOOD LUCK!!
Yeah yeah yeah
In the spirit of free software, people should have the FREE CHOICE of how to license and distribute their software.
Um, no. The Free Software movement believes that all software should be free. You're thinking of the Open Source movement.
"Well kids, you tried your best, and you failed. The lesson is, never try."
I just realized my employer may own a significant portion of my personal website....
Another option might be to work a deal with the company you work for, and license them the code or reseller rights or whatever.
talk to a lawyer give them all of your papers and other pertinent information and have them file a patent on your behalf
You see a problem, I see potential. - Vincent 'Vinnie' Antonelli
does your company have any strict policies on work that you do for them-- belonging to them? cause some places have those... and its a bitch to get out of. Id check the policy first. just my 2 cents and some. -n-rs-
I think there's an interesting ethical question
here that deserves consideration independant of
legal issues.
Alex.
Yhcrana
The voices in my head don't like you
Being all new to this "company treats you right" thing I graciously accepted, thusly graciously accepting the shaft. They stuck me with low pay and told me it was because I wasn't experienced enough. Yelled at me every chance they got when I messed something up, even if I fixed it in record time when I was notified about it. Have all around made me feel like a 21 year old worthless piece of crap who doesn't know anything.
Yhcrana
The voices in my head don't like you
Quit your job. Get to Market. If you're not willing to take the risk then sell your product to the company you work for. You could have managed this product better by getting some investors or even friends to help you out while you developed it. I think all you people whining about "don't sign that" and what not are pretty weak too. Remember always that you have to THINK before you DO anything. So why didn't you THINK of this SOONER?!
You always have a choice, you just have to be willing to take the risk! If you can't handle the risk then don't develop any products on your own.
Don't quote him wrong! He wrote "resell", not "sell"!
I suffer from attention surplus disorder.
Giving them a discount on the licencing fees is okay - it might be just what's needed to convince the bosses to accept your plan, but working on it in company time... well, I'd think twice about that.
I suffer from attention surplus disorder.
But if your employer chooses to fight you in court over it, your only chance is to match or surpass their spending unless you get a fair judge/jury.
What you need to ask is, how much is it worth to you. You won't get a decent legal *opinion* for less than a few thousand dollars, and even then, you'll have to look hard to find a good lawyer specializing in intellectual property. (Most of them work for big companies.) That's before you'll even know whether it's worth it to fight.
The sense that you are hesitant to walk away from your job over this project suggests to me that it probably isn't worth seeing a lawyer about
Honesty is always the best policy, and the only reason not to pursue it is if you have used knowledge gained from your current employer, and that doesn't include generic things like programming experience. Basically, whatever is specifically labelled as proprietary information: business strategy, proprietary code, market information.
Because this product *exactly* matches the requirements of your employers client, I'd guess you either used proprietary information, in which case, I'd suggest turning it over to your employer, and possibly being rewarded for your foresight, or else it is a significantly generic application that you have a good case if you wish to keep it to yourself.
All I can say with certainty is that we need more information to be able to give any worthwhile advice
IANAL (nor do I have any direct experience in this problem).
If you haven't already, I think you should form your own company if you haven't already. Ensure that you are not the sole owner, give your mom and dad a few percent of it, so there isn't anything that suggests that you ARE the company.
Release the product as a beta product now and suggest it to your company. If it looks good enough to them, they'll suggest you use the other company's product instead of developing in-house.
OR
Tell them you've been developing that product for another company in your off time. Watch out for those nasty clauses that suggest that they own any and all IP developed when you first signed on.
It seems to me there is an obvious answer to this problem. First off the company wants you to produce software and is will to pay you the hours at work that you would spend on this. The thing is you have an almost completed project that you've been spending a lot of time on and would like to market yourself. Wouldn't your current company be a perfect place to market your new project. You simply inform your superiors that you already have a product that matches that criteria and would be willing to sell them a license to this product. You spend a good few days finishing up your project, sell a license to your company and sell the licenses to whoever else you want as well. Everyone is happy, yes/no?!
--DarkFrog
If the dead rise again, we're going to have some serious population control issues.
This is probably a good piece of advice for most Slashdotters...
--
The antidote for misuse of freedom of speech is more freedom of speech.
-- Molly Ivins
It sounds like you are planning to profit from your personal pet project.
You could be a very ethical employee and tell your employer that you have already finished the project in your own spare time. This, of course, puts you at risk of all sorts of nasty employer feedback (go read your contract).
If it was me, I would follow the following steps:
1. form an offshore company (British Virgin Islands, or maybe Turks & Caicos Islands or Bahamas, see http://www.soveriegngroup.com ) with about 3000 $USD in savings or borrowed from a friend. You can form it so that it is basically impossible (unless you volantarily disclose the fact) to prove that you are the benificial owner of that company.
2. all the software that has been written should be owned by the offshore company. the offshore company could have developed the software in India or Cambodia for that matter, and it would be difficult to prove (unless they get into your HD with a court order, or you disclose the fact) who actually wrote the software. after all, it is all copywrited under the company name NOT YOUR NAME.
3. get investors and sell out, or just sell the program to another company.
This is all assuming that you have a saleable product.
Then again, you could just GPL it all anonymously, and forget about profiting from it.
I refrain from signing non-competition, non-diclosure, blah blah blah contracts unless I absolutely have to (with clients and employers alike). One of the best ways to get around signing them is to STALL (I have not finished looking over it, my lawyer has not advised me yet......etc.). Stalling will many times create a situation where the employer or client forgets about the contract altogether.
Real men don't need signitures!!!
I'll bet if you're working for a company of any size, they made you sign a piece of paper saying that you were unaware of any conflict of interest between you and the company, and if you were aware of such a conflict, you would bring it to the attention of the company's counsel immeadiatly. However, I think instead of asking Slashdot, you should ask a lawyer.
Why is Gnome pronounced with a hard G?
Gah
Aha! I found the full moderation FAQ. Try reading it, if you have any more questions.
--
Free Software: Like love, it grows best when given away.
Your company might try to sue you for stealing their idea, saying that you got the idea from them. Whatever you decide, however, you should go to a lawyer at your first opportunity (Monday). The lawyer that you choose should be able to give you both business and legal advice. You probably should sign an affidavit at this point stating that you have been developing this technology for so many months at such and such times of day. It won't make you legally bulletproof, but it will help.
Whatever the lawyer says, keep track of all the documents, electronic and paper, that you've been using to create your product. Hopefully, you've been dating them as you go along. If your employer sues you for stealing their intellectual property, these documents will prove crucial to your defense.
I'm a law student.
Best of luck.
I am not a lawyer.
We didn't need Slashdot to teach us that.
I don't think he should be worried about the customer either -- if the thing is good enough, then there will be more customers later, when the poster has time to develop it further.
If there's one sure thing in this scenario, it's that his project isn't really 40-50 hours from being complete. It's probably closer to 400 hours from being a salable, supportable product.
-dB
"It if was easy to do, we'd find someone cheaper than you to do it."
Don't work on the project for your employer. Explain the situation to them, and tell them you cannot work on that project for them. Then offer to license the work done to them or their client for a fee. If the employer won't buy any of this, get another job. There's no point in giving away something you worked hard on so someone else can profit from it.
Sorry, couldn't resist
Time is what keeps everything from happening all at once.
That post shut a lot of people up.
Assuming your work contract keeps you in possession of your side projects (If it doesn't, why would you be working on it?) maybe you could talk to your company, and negotiate some sort of deal, where you sell the rights to sell your product to the company, and then your company sells it (with some of the money going to you) to the client. IANAL, and I don't know if this would create a conflict of interest anywhere, but it's an idea.
Save a life. Eat more cheese
So there I was, juggling apples and small animals, when I accidentally bit into the wrong one...
Bring them in a demo, making it clear to them that this has been developed in your spare time. NO IP clause can cover work done in spare time.
To get it finished, either take some vacation time, or try this: Agree to waive the licence fee in exchange for using company time to complete it. You'd need to draw up an agreement to explicitly state that the company has no rights to this product, and any existing IP agreement does not apply in this case.
In effect, your wages would pay for the licence. You then retain rights, your employer is happy, as they have the product deliverable quicker, and the client is happy too.
"A goldfish was his muse, eternally amused"
Vs lbh pna ernq guvf, ybt bss abj. Tb bhgfvqr. Syl n xvgr.
See a lawyer, take a vacation and finish the project.
Just find the agreement that you signed with them and see what it says. If you never signed one, then the product belongs to you.
Not necessarily...
If the application is something that is in the area that the employer's area of business, the original poster may be screwed. In some areas, an employee is required by law to inform the employer of any side work, and offer any opportunities to the employer first -- especially if it crosses into the employers area of business. Failing to do so is sufficient grounds for dismissal, and the app could become property of the employer.
On the other hand, if your agreement says you can develop your own stuff on the side, no questions asked, then everthing's (probably) kosher. Again, it depends where you are in the world...
Should've though it through before starting the app, and probably quit the job and secured a loan to develop the app... It would've been the ethical thing to do, also.
Like a dozen others have said: Talk to a lawyer.
Tim
What frightens me is that this got modded up.
Slashdot's not dying, it's dead.
All your invention are belong to us.
I agree, a full open-sourced (not necessairly the engine, but that would be a bonus) flight simulator/war simulator would be really sweet. 'specially for M-M internet games, but I digress...
Constitutional rights may be respected, repealed, or modified; but they must never be ignored.
yes, that's right. Don't listen to all the teenage code monkey telling you to get a lawer/attorney. Listen to atrowe telling you to get a lawer. Only he has the answers that can save the world!
They that quote Benjamin Franklin on liberty and safety deserve neither.
He would need to release the latter version under a different license.
What good would it do his customers to buy his product, and he does say that he wants to sell it, if they can get it for free?
All he would really be able to sell is the support, and maybe one of a few other things. Since I am unfamiliar with his product, I don't know what the demand would be for support.
I don't believe that the moderations will go away; you just lose any moderator points that you may have left.
And I agree about the jargon. It gets to be so annoying after a while.
--
...or am I missing something?
You have a marketable skill. Someone is profiting from your skill. You are going to have similar situations in the future. Learn as much about business as possible and start your own as an independent contractor. YOU should be profiting from your skill. I used to work for a place installing networks for businesses. Our company would install the cable (hard work), telephone systems and the server clusters. On a bad day I was only generating a thousand dollars in pure profit for my company. I said "hey! I should be making that money!" I learned about business and now I DO make that money. Do not fear being independent.
If voting were effective, it would be illegal by now.
You've already mostly written what they want, and you have full physical control of it. It's in their interest to negotiate something to your and their satisfaction. Maybe your employer would have a legal right to force the issue through contract gimmickry, but they would have nothing to gain since you could simply delete the source code and all backups before you let them take it from you. That's a risk to you legally, but no benefit to them financially. Be tactful and honest and I don't see why everybody can't come out ahead.
3)Hand over the liscences for your own project, and keep your job and security
Release it under two licences: Open Source what is currently written, and license the rest to the employer under BSD or something.
That way, what is already written is out in the wild and cannot be threatened. The employer gets it's own copy and can still improve on it and release it without source, or whatever.
I don't know how these things work in the firm he is currently employed by, but my company specifically has a section in their codes of conduct that deal with this sort of situation. First of all, I am required to report outside projects to my employer, if they might be for a compeditor, or if my software might be in competition with a product that they are working on. This protects both them and I. Deliberately keeping a project like this from his employer puts him at risk for future lawsuits. The only smart thing to do would be to disclose to his employer the project he has been working on, and respectfully ask to be excused from the project for the client.
IANAL... But I play one on
If this product you've been working on for 6 months is only 50 hours from completion, then I would tell the company you're 6 months ahead of developement on it; you want the rights to it, and you're willing to sell it. Tell them it's their best solution.
If you want to be sneaky, have a friend of yours register a company and tell the company you're working for that a company with the same product already exists; then split the money with your friend 90/10 and retain the rights.
In any event, if I were the owner of even a fairly large business, I would be more than happy to hear a potential solution for a client was 6 months ahead of completion; I would personally look at it as a sale you wouldn't have gotten on your own, and split the profit but not the rights with the company.
I'm guessing the situation is more complicated than that, could you explain why?
Ace
Are you insane?
Not only would I sue your ass for lack of ethics and breach of contract if you signed to do my project and this happened, but I would also sue you for conflict of interest and notwithstanding that I'm not a lawyer... I'm pretty sure I would win big against you.
Don't do your company's client-project. You're leaving your ass open to a huge reaming!!
pi=sigma{n:0-infinity}[(1/16)^n][(4/(8n+1))-(2/(8n +4))-(1/ (8n+5))-(1/(8n+6))]
The best scenerio would be talking this whole thing out openly with your employer. In fact, it's the only really ethical solution. However, not everyone is ballsy(foolish?) enough to do what's right.
If you can't trust your employer enough to talk to them about it, you have to decide between your job, and selling your software to the 2 clients you have lined up.
If you pick your job, you might as well talk to them about it. If they are unreasonable, burn the code and make them pay you to rewrite it all. In the meantime, be looking for another job.
If you can't trust your employer, and value your code above your job, talk to a lawyer before you do anything else. Good luck affording it.
PS - I get the feeling you're expecting quite a lot from your employer? They're not going to pay you to write the code and give you the rights to it.
unto! Do UNTO others!
--your friendly neighborhood copy editor
The idea in negotiating a business deal is to first find the kernel that maximizes total value. This idea comes from non-zero-sum game theory. If you try to work a deal that doesn't maximize total value, someone disgruntled with the current proposal can sell an alternative to the other players that increases their cut and is likely to reduce your cut. Maximizing the total value maximizes the value to you.
My, oh my. What a coincidence! The exact same project! Give me a break. It sounds like your personal project is derivative of the work, experience and intellectual capital you've gotten from your job; clearly there is overlap in what you are doing on your own and what you are doing at work. If your personal project has any value, I think your company will have a very strong claim on it for that reason.
RM
Oh, and get a lawyer. Good luck.
This is definitely the first thing to do (read all that paperwork you signed when you were employed.) You may have already signed over the rights to anything you develop during the duration of your employment.
I've just encountered a similar problem recently. I'm a part of a small group of people who are about to start a software project, and one fellow who wants to be involved may have such problems -- he's a contractor for the federal gov't. From what I understand, he can't do other paid work, and if he invents anything it belongs to his company. But...this is just a little non-commercial hobby-type coding. He's been talking to his boss about it, but things are still a bit uncertain.
Does the U.S. government need historical war game software? Bureaucrats are still trying to decide...
-- dR.fuZZo
Theft my ass, you're the one making or saving money because of open source projects. If anything you're the one who's stealing. That's why I don't like the idea of Open Source much, why would anyone give away software for companies who's primary objective is to make money?
It's seems a bit strange to me that one of your company's clients wants a tool that fits your project exactly but that the project in question has no reseemblance to the development you do for your employer.
... "
..."
Firstly, are you sure you didn't get the idea for the project because it is an extension of other products or ideas that you deal with at work ?
For example. If you are working for a company developing x and you decide "hey, I'm going to develop x using Java instead of C and allow use via a browser or across multiple platforms
OR maybe
"... x has these advantages I think I see a new market here for (x+1)/2. I think I'll develop it at home and make some money out of it
Secondly I assume that the potential clients you have in mind are not connected in any way past or present with your current employer. Tell me this is true.
My personal view is that if your home project in any way ressembles your employers Or your contact with your potential (private) clients is as a result of you working for your current employer then you are on extremely shaky ground.
In fact I actually think that if your home project can in some way be viewed as a natural extension of existing products or ideas and you are convinced that these extensions will be profitable then in that case you would be an untrustworthy, deceitful, thieving parasite and I wouldn't want you working for any company that I owned.
I say this because anyone can write code. The biggest problem is getting the initial ideas and if the ideas you have are generated as a result of working for someone then in my view the ideas are not yours and one would have to question whether you would have even had the ideas if you weren't working for the employer in question.
If indeed the ideas are your own and your product is nearing completion then I think you had better notify your employers immediately that you've already done what is required but that they can't have it. Otherwise in the future they may claim that you only developed the product because it was requested by a client.
In fact you may have to leave the company in question because you now have a conflict of interest.
I think that you're going to have to be careful that the company you work for don't think that you have stolen their idea. I guess that could end up in a very nasty situation. On the other hand... with all that experience, you should be able to produce something very good... pay rise... promotion... :)
How do you get around the IP clause in your contract with the company? Most companies I know of have clauses that state that ANY code you write during your employment with them that might even remotely be in their market area belongs to them. From the looks of it this applies. Are you sure your various contracts with them company allow this?
Most Intellectual Agreements that are signed with companies specifically say that if you are working on any project which might potentially compete with the company or be sold to the company, then you must - IN ADVANCE - gain written approval from the company for developing it in your spare time. I think it's too late now - you can't moonlight unless there is absolutely nothing in common between your work work and your personal work.
Even though it seems that people in this situation have managed to license their personal product to their company, usually this really shouldn't be done... Did you sign a conflict-of-interest paper? One where it talks about not having any controlling interest in suppliers or customers?
If you have a PGP/GPG key, I would strongly encourage you to tar up all your work on the project thus far, and digitally sign the tar file. While digital sigs are realtively new territory, it gives you some proof that there was a significant body of work in place before your company requested similar work.
Then, as others have wisely suggested, go find a lawyer with expertise in this area. The rules in this arena are too tricky to navigate without a good guide.
You stall the client. Call in sick for the next week, then call them up and tell them that you have already made exactly the product they need. Offer to make them a reseller if that's the situation. Get on it!
knee-jerk? check. post? check. okay, time to read the article.
Hey man (or Girl, that's the prob with handles) I think that you have a "3 step" plan here; 1) Find out if you have ever signed an "intellectual property" agreement with your current employer (likely) and if you did, get your hands on a copy of what you signed and find out if they have changed corporate ownership since then. This would be relavent because a lot of the IP agreeements cover development in the same field of business that the employer operates in. You could possibly make a case in point if, for example, you developed a software program while working for a hydraulics company (i.e. NOT related to software) and only later were they purchased by a corporation that deals with sofware (assuming they didn't make you sign a new agreement, MY current situation :) ).
2) take this agreement, and a written timeline of your product development work and contact an attorney. It would also be prudent to ask him outright if he/she has any dealings with the company you work for or any of its susidiaries/parents. DO NOT tell him exactly what your employer is working on unless you have contracted him legally and absolutely have to as this could be legal grounds for the company to bring a lawsuit against you (breach of confidentiality).
3) Save up a couple of months of cash because your company MAY fire or suspend you. If the company takes this stance you are going to be in a hard spot. If you signed an IP agreement and the product that you are developing is even REMOTELY related to something that you have previously developed for the company, then you will have a hard time proving that your current work is "unencumbered" of the previous work that the company has asked you to do.
"encumbrance" actually delayed the release of FreeBSD until Novell said that the code didn't have a significant portion of their "intellectual property" in it. How many of you out there know that around 4% of Novell's yearly income is from Unix royalties?
I think that the fact that you already have contracted customers for YOUR product and are nearing the final stages of development will weigh heavily in this situation and is a HUGE advantage that you have in dealings with your company. So good luck (not said with sarcasm) I have lived under IP agreements most of my working life and know what you are feeling. S.
"Laws are like sausages, it is best not to see them being made" Otto Von Bismarck
After all, you see plenty of stuff with "Patent Pending" imprinted on it. Basically, that means, "Back off, you greedy copycats! I applied for it first, and damnit, I'm getting that patent!"
"Ancillary does not mean you get to rule the world." --U.S. Circuit Judge Harry Edwards, speaking to the FCC's lawyer
The legal system has evolved into a minefield for the individual. Beware everything you have signed. It could be that they already own your product.
If you are a gambler and feel this product is a very big thing, do the following:
1. Do NOT tell anyone about your project.
2. Quit your job
3. Document as best as you can HOW it is that you thought of this on your time and worked on it on YOUR time.
4. Do NOT try to sell it to ANY of the (former!) employer's clients.
If luck is on your side, one or a few of the following might happen:
1. Your employer does not notice what has happened.
2. Your employer decides it is not worth the effort to prosecute you.
3. If legal action is taken against you, you have documented the events clearly enough that there is a chance you can challenge these ridiculous IP agreements and win.
Good luck.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
~~ the real world is much simpler ~~
--- -- - -
Give me LIBERTY, or give me a check.
... can also have good ideas for generating options in cases like these - options and ways to proceed that, one one's own (lawyer or non-lawyer), would not be so obvious. This is quite important in negotiation.
-- H. Wilker
Basically, JoeShmoe was under contract to do a job for a company. In my opinion, while a company does not have a right to an employee's thoughts and ideas, they do have a right to get honest answers and ethical behavior. They also have a right to know when they are paying an employee twice for the same work. When asked a straightforward question, JoeShmoe chose to delude the company into thinking that they were getting a third party involved, when in reality they were double paying JoeShmoe.
I'm curious if JoeShmoe thought his behaviour was ethical. If he does, why did he bother using a pseudonym to perform business?
Personally, I would hate to be working with JoeShmoe on a professional basis. His actions seem duplicitous.
--Sam
I came upon this same dilema, but thanks to god my boss is a good friend of mine and he agreed to liscense my code and split the profit 50/50.
------------------------
My personal side business is making clear plastic raincoats and doing glass fusion.
These are totaly incompatable with my work activities and the final product of the company that I work for.
I do not touch my work email address with any personal stuff. In fact, I don't even send email out of the company from my company email address, nor do I even give it to any friends or family.
Just to complete the separation, I don't even wear my home made clear plastic raincoats to my work location on a rainy day. That might create an appearance of running my business (selling clear plastic raincoats) at my work place.
Nice and separate.
Cleara
No offense taken, since we know that you must be talking about yourself.
This is an excellent idea. More than likely, depending on your work contract, your company has the right to sue you to be reimbursed for the work you did for them while you were working on both projects, AND the may even have the rights to take ownership of your side project. At the very least, you will probably be fired as soon as they find out about it. Get that lawyer!
Lay it o the table, let them know that you've already been working on it for 6 months. Declare an open source GPL. YOU are the EXPERT it is YOUR IDEA. YOU can do the right thing and SHARE YOUR VISION WITH THE WORLD.
If they don't like it, they're stuck trying to explain your vision to someone else that has to start from scratch.
If they decide to go this route, they are not in the business of common sense and you'd likely do better elsewhere.
Just because they own you for 40 hours a week does not mean they own your mind and creative energy, much less your time "off the clock". If they loose you over this, it's their loss, and taking that approach they will loose more good people until they learn or go bankrupt.
YOU on the other hand will go on to create an application that fills a specific need and by doing so establish yourself as an EXPERT on this application. Being the creator of the software you are likely to command a higher wage as a consultant to several companies and not being tied to one employer anymore, this question can be answered in the future by you telling your clients to go elsewhere if they won't respect your work and it's GPL.
"The Most Fun Possible on 4 wheels" is at SunBuggy in Las Vegas
on your employee agreement that you signed. Just find the agreement that you signed with them and see what it says. If you never signed one, then the product belongs to you. Otherwise you may be in a situation where they own it due to the fact that you did do it on company time.
Amen. Age discrimination is perhaps one of the largest factors when trying to get that first IT job and this guys comments proves that it overflows outside of his job. He may have met some g00fy p4ck3t kids but he hasn't met you or I. I myself am not a teenager anymore but I know many many well informed sharp ones I consider friends and in some respects teachers, if you arent learning something from everyone you meet there is something deeply wrong with you. Just because a voice is less loud dosent mean it's less important.
Most of these people seem to be under the impression that you should give away all of your code, and I'm pretty sure you don't want to do that. So, go out, hire an attorney, prepare yourself as best you can, and then go talk to your employer.
Wait a tic, isn't that code monkey advice you're giving him?! Had he not wanted input he wouldn't have asked now go sit in a corner and realize how stupid your post is.
While I agree with your point, I don't agree with your example. There are very few games, in my opinion, that wouldn't benefit from releasing their source. In fact, games are prime examples of things that SHOULD be open-sourced. Just look at all the different versions of Doom, D1x, etc. As long as the company doesn't release their LEVELS as well, they're fine. (On the other hand, graphics engines probably shouldn't be open-sourced or the developer wouldn't be able to sell any).
Man I wish I had mod points right now, cause you'd be getting at least one of them. I happend to know several "teenage code monkeys" who work for such companies as Microsoft. And as evil as we all like to make Microsoft, the fact still exists that they write code, a little of it even decent code, maybe some of it stolen code, but still code. This makes them a software company. Just because a person may be young does not mane they don't know what they're talking about when it comes to business contracts, etc. Many people as young as 16 are hired by software companies these days, and are quite likely to know at least a little somthing about what they signed.
It remains mine. I still own the copyright of it. It is absolutely essential that you get this in writing.
They paid handsomely, too. It was a win-win situation for all involved.
-
Tell them that you have a finished beta product that needs testing and tweaking for final release. Explain to them that it is your product, and you would be happy to let them license for the use of said product at half the cost you will be licensing it to other companies - in exchange for allowing you the company time to complete the job. Make sure your employers understand that this material is your IP, and any use of it by them, their clients, or any of your other clients, will be under contractual obligations only. They get a hefty discount, and you get a lot of free publicity for your product.
UNIX: Find it, fsck it, forget it.
Your problem is common in the IT world. You most definitely should talk to a lawyer, if the product you are developing is remotely useful. I won't say why, but, if your employer is the least bit savvy, you may find that your work has been in vain. As your lawyer will tell you, get ready to negotiate!
Another option is to sell your project to your employer. You get your paycheck, so it benefits you. The company gets a faster time-to-market, plus a developer who knows the code inside and out.
- Nepre
why don't you sell it to both?
you keep saying that the product isn't your companies, but you don't sound like it's your product either! make it yours, sell it. if you aren't confident about it, you'll need to get over that.
Just sell it to them. Presumably, your company will still need you to work for them even if they don't like you selling your own product.
IANAL. I suggest you print up all of your source code you have and mail it to yourself. Do not open the letter (with postmark), place the letter in a safe deposit box and get a lawyer.
Douglas Adams
1952-2001 :(
Kill one bird with two stones.
As an aside, do not give any money to a lawyer unless you get a personal recommendation from a trusted friend. Most lawyers are lazy, deceitful lying assholes who will drip feed you what you could find out easily enough for yourself by studying some case law.
If you were blocking sigs, you wouldn't have to read this.
competition is always a good thing ;)
Forget checking your contract; unless your company is run by the nicest, most trusting and honest mgmnt ever, they are going to think/claim that you're marketing stuff you made for them, which would (without superceeding agreement) probably make it 'work for hire', which you own *no* legal rights to. You need to document the fact that the thing's your own creation....carefully save every email, posting, etc. that might back this up. I used to be a photographer and got screwed in a very similar situation. Good luck!
"Society is like a stew. If you don't keep it stirred up, you get a lot of scum on top. " - Edward Abbey
Okay, I am not a lawyer but I have recently brushed up on employment law (forced to, not something I really wanted to do!).
If you worked on any part of your project on company time, your firm has a legal claim to ownership. You owe a certain 'responsibility' to your employer not to do anything competitive while on the job. I know it sucks, but it's the law.
Best bet is to contact a lawyer immediately and describe the situation. Maybe your firm will understand and let you sell the technology to them. I definitely would NOT proceed without legal counsel!!.
Good luck!
-fred
Check the yellow pages. Some state bar associations have a referral service you can contact so you can get the right type of lawyer. different lawyers specialize in different aspects of the law. You want an attorney who works with employee contracts, business law, intellectual property situations. When you go to see tha attorney, make sure you take a copy of your employment contract. If you have any records of the work you've done on your own, make sure you have these records organized. Diaries or log books can be real handy.
1)Resign, and save the integrity of your own project.
2)Refuse to do the work project. This could result in similar consequences though.
3)Hand over the liscences for your own project, and keep your job and security.
4) Try to turn your employer into a client.
By this I mean tell them about this project you developed on your own time. Then tell them that you are willing to license it to them at a discounted rate. If that fails, you can always fall back on options 1-3.
Think like an entrepreneur.... you're 21 for goodness sake! You can take risk. You can get another job. If you believe that you can make a profit selling the product to other clients ---- quit, scrimp on your spending for a little while and release the product under YOUR name. The returns may boost that entrepreneurship spirit that so few ever have the "balls" to act upon. If it doesn't work out..... fine. At least you TRIED. Otherwise, you'll wonder about the "What if?" when you're 65 - and it'll bug you to no end. No IP agreement, great! QUIT! Work a night job to cover your expenses until the product is released - then enjoy the fruits of your labor. Hope this helps.
Just an idea... if you're going to have to deal with crap from tight-ass bosses, its time to go anyway. It doesn't sound like you have the best of working environments anyway.
Then you can go write your application, wait a few months, make up a great company name (without telling your old buddies from work) and go into business (but don't sell to your old company... that just sounds like a bad idea).
We did it and it worked for us.
I see all of these posts out here saying "talk to a lawyer"... Yes, you should talk to a lawyer and show him/her your employment contract, Non compete, NDA... You should have talked to a lawyer a while ago! Now is a bit late.
A few other points though:
When you're developing a program, unless it's just for kicks and you're going to GPL it or otherwise release it to the public domain, you should print a copy every now and then and bring it to a notary... Then no one can say "he stole my code" or "he stole my idea". Yeah, I've heard "mail it to yourself and don't open it"... Exactly how hard is this to fake? Do you think that your package will stand up in court? I don't know but I wouldn't chance it. You could instead use an escrow agent to hold your printout for you... or, you can use one of several software source code escrow companies that hold onto your CD with source simply for the purpose of proving IP rights. If you're writing this code to sell the program later, the minimal cost to protect yourself is well worth it. It also forces you to do off-site backups (something I have noticed that many programmers (myself included) don't really like to do on a regular basis)
Another thing: Can you honestly say that you did NOT work on this project on company time? You didn't think about it - at all - in the office? You didn't do ANY research about your project in the office? You didn't get the idea because of some other project or other client of your employer who needed something similar? Even without the employment contract or other agreement, if you end up in court your employer could probably prove that the idea isn't original and/or that you worked on it on their time and/or you used some of their IP...
Go talk to a lawyer. I suspect you're already screwed, but who knows? Do NOT call in sick or take a vacation and finish the project. Do NOT quit your job and go finish the project. Do not do anything which would seem underhanded or dishonest... taking time off or quitting now to sell the product to your employer and/or their customers would NOT ring true to your employer, and the idea isn't to win a lawsuit but rather to AVOID the lawsuit in the first place!
I have genuine sympathy for the original poster. Maybe I am a stupid, code-monkey, but I think they would have been best off to have owned up to have already put in a substantial amount of work on a similar project after hours as soon as the companies plans in this area where shared with him or her.
Some correspondents here write as if it is obvious that the original poster signed some kind of contract with a clause granting the employer all their code -- even after hours code -- since these clauses are so ubiquitous. Other respondents write as if it is unlikely he or she signed one, since they are so uncommon. It would be a big help here if the original poster could tell us whether they did or didn't.
Good luck.
Maybe you meant to say they should negotiate an immediate bonus?
Ideas cannot possibly belong to anyone.
You can't forbid other people to think.
Some companies are currently trying to forbid real innovation by making a habit of patenting ideas -- which is paradoxical because the nature of ideas (which are fruits of the mind) is to be free, unrestrained.
If the company can say "you heard our idea and thus your work belongs to us", the nation you live in is not far from a beginning mind-control over its citizens.
Ideas simply come; you don't have to work for them.
But elaborate and implement your ideas, and that is hard work.
Hard work is worth being rewarded while having ideas is worth being praised.
If laws are different, laws are wrong.
Heh,might not be 100% on topic, still good though.
If the project you have is near completion, and the need of your employer's customer is real, they would likely be willing to license the project from you... as that would allow them to enjoy the same jump on the market that you are looking for. Speaking as an individual, the hardest part about putting out something new isn't in coming up with the idea, or even implementing it.. its finding people that are willing to back you up with capital and make it real.
Provided that you don't have any clause in your contract that makes your spare time revert to your employers, I'd find myself a lawyer, and then inform your company that there is a solution available. Cutting the development cycle that much (just think of the salary savings alone) almost certainly would make this a desirable alternative to reimplementing your work. They might not make as much money in the end, but removing the initial outlay of cash from the project, any risk assessment would go *way* down.
This has practically fallen in your lap. Don't waste it.
By your client, I assume you mean your employer's client?
--
$ chown -R us:us yourbase
I'm sure you'd be willing to be the first to martyr yourself with bankrupcy in the name of the Free Software spirit. Just because you think you're the GPL Buddah, dosen't mean that everyone wants to watch their only means of feeding their families become a penniless industry.
Slashdot: rejecting tech news in favor of rubber band guns since 1997.
Tell them that you've already developed such a program(years ago) in your spare time and ask them to pay you for it's use. License it out to them., if they refuse to pay your price, just quit.
Mrs. Malda -- sung to Outkast's Mrs. Jackson
I'm sorry Mrs. Malda
I am for real
never meant to make Rob Malda cry
posted on Slashdot a trillion times
I'm sorry Mrs. Malda
I am for real
never meant to make Rob Malda cry
posted on Slashdot a trillion times
Some poster's trauma drama, ain't like me
I'm doing things like trolling around on slashdot
so all you critics can just bite me
We need to get a story on Microsoft and take a bite out
cause on slashdot org I turn into a troll and post till the light's out
and now I got another server there goes my Redhat
Cryptography, kernels, microsoft, man I'll flame that
I love you Rob and everything, see I ain't the one to play clown
I read slashdot all day from work while my servers stay down
so just hear my side of the story don't try to fight it
moderate me up yo and don't you dare try to fight it
despite it, show slashdotters respect when I fall through
all you - do is troll me down when I post through
Me and Rob Malda Got a special thang goin on
You say it's trollin I say it's full grown
Hope that I feel this -- Feel this way forever
You can moderate me -- but you can't post anything better
Mrs. Malda
Ten times out of nine, most of my postings are fine
post a quickie on Microsoft you know I won't decline
King meets queen, post a trollific thing, together dream
about the story with that NASA thing
my postings zing, I hope I post on slashdot forever
Forever, forever, ever, forever, ever?
Forever never seems that long until you're grown
And notice that all my posts are all misread wrong
Mrs. Malda my intentions were good I wish I could
become a magician to abacadabra off the sadder
thoughts of me, thoughts of we, thoughts of he
askin what happened to all the postings Rob and me had
I pray so much about it need some knee pads
it happened for a reason one can't be mad
so know just know that everything is cool
I'm posting on a story while I read this from school with constipation
I'm sorry Mrs. Malda
I am for real
never meant to make Rob Malda cry
posted on Slashdot a trillion times
I'm sorry Mrs. Malda
I am for real
never meant to make Rob Malda cry
posted on Slashdot a trillion times
Uh, uh, yeah
"Look at the way they treat me," shit, look at the way you cheat me
see your lil nosey ass moderator got they ass up in the creek G
without a paddle, you left the straddle and ride this thing on out
and moderators won't speak cuz my posting's raising doubts
know what I'm talkin about, jealousy, and fidelity, envy
cheating to beating, envy and to the G they don't mean a damn thing
so who can we place the blame on moderators flamebait the posts wrong
let bygones be bygones we can go on pretend that nothing went on
Me and my trolldotting mama
I'm sorry Mrs. Malda
I am for real
never meant to make Rob Malda cry
posted on Slashdot a trillion times
I'm sorry Mrs. Malda
I am for real
never meant to make Rob Malda cry
posted on Slashdot a trillion times
[?]
I had a friend engineer do the same thing. Wha the did was tell them it was gonna take so long and then wait till the last minute and handed it to them. He got paid for his time and all.
You probably signed some kind of agreement when you were hired in which you agreed that all of your intellecutal output is thr property of your employer. So is your project worth your job? Meaning, have you developed such a kick-ass program that you can:
1. Turn it into an equally kick-ass business, i.e. something that can be marketed, sold, defended in lawsuits, supported, etc.;
2. Convert the bad vibes that you will acquire by betraying your current employer and stealing their clients not only into goodwill but also future revenue;
3. Accept the fact that you are transforming yourself from a "product" provider into a "service" provider; Unless your program is exploiting a previously undiscovered niche in the industry (highly unlikely), you are bound to have competition. If you could develop a program independently in six months, will probably provide the equivalent of two to three weeks of value to any customer who is worth the trouble. Think about it.
You are better off convincing your employer to do the following:
1. Subsidize your efforts. Get yourself paid to develop this software at work.
2. Release the software under some kind of open-source license. Your program will be free to compete in its chosen space, bringing kleos not only to yourself (as author) but also to your company (in terms of exposure as a forward thinking company, potential for new business as your program dominates in its area and is globally adopted, etc.) and the community in general.
3. Get a raise; you worked all kinds of overtime on the damn thing. You might as well get paid for it.
Look on this as an opportunity to increase the value of your own stock, rather than spin-off a new company.
His employer isn't trying to steal his work, but has a definite conflict of interest problem here. In this case, since he didn't know about it in advance he hasn't done anything wrong. He should talk to a lawyer ASAP and inform his employer of the conflict.
Sounds like this company is not going to be easy to deal with. As many others have advised ... go see a competent lawyer familiar with these issues first.
I have been involved in some similar situations and code ownership is not your only hurdle. You're in a good situation in that you are working for a small company that is probably not well prepared for IP/code ownership disputes. However, most companies are fully prepared for client access issues and you will want to reread your contract looking for clauses that may prevent you from forming business relationships with your target customers. Most companies have language in thier contracts that severly limit employee's ability to perform work for anyone that they have done business for in the past, currently, or in the future. And even if you quit, you most likely will be legally prohibited from competing in thier market for a period of time (6 months to 1 year seems to be very common).
Another thing to think about and do serious research on is to find out about your present company's relationships with your target customers. It may be such an excellent or contractually binding relationship that they wouldn't do business with you anyway to preserve that relationship. This is more common than you might think!
You have to decide just how important this software you have been working on is to you, how realistic are your chances for actually selling it to potential customers are, and how long the opportunity is likely to exist. You may find you can negotiate a job with a competeing company using your software for leverage. In fact, that may be your best bet right now.
Anyway, good luck to you!
Check your employment agreement (the papers you signed when you went to work for the company) for any mention of "assigning" the rights to any product you "invent" on your own or for the company. This assignment is very common and the company will argue that your "pet project" is owned my them. Be careful. Consider: How did you come up with the idea for your new product? Did you use company time, equipment, or knowledge you gained from the company? Good luck!
www.pfrog.net
Seemed pretty bulletproof to me - although I guess they'd have to prove that the information I used to make the thing I made was information that I couldn't have obtained any other way.
Shrug - not that it matters - I was in finance, I counted the cost of the information given to all those people who never did anything with it; on company time.
I do only contract work. At the start of every contract, there is a set of papers to sign, usually including an agreement that anything I write while employed by the company is owned by them. I almost always modify this, and employers have always agreed so far.
When signing employment agreements, always review them carefully and never be afraid to modify parts that make you uncomfortable. Don't sign things you don't agree with (anywhere in your life, not just employment). Contracts are supposed to protect both sides, not just one. Very often, employers have no problem with reasonable changes, but you have to ask. Of course, you should try to come across as reasonable and friendly, not argumentative or problematic.
The change I normally make is to protect a) software or routines I've already written, that I may use or extend in the current project, and b) general-purpose routines I may write while on the job, even if they're brand new (I frame those as "extending my existing libraries"). To make the employer comfortable, I grant them a permanent license to use, modify, or distribute what I write (there may be exceptions depending on the situation), but I retain ownership. If they think they're giving something away for free, I make it clear that they're benefitting from the work I've done at past employers, and that the tradeoff to them is more than worth it-- they get immediate benefit from my past work, while their own potential loss is questionable at best. It's reasonable to argue that the best arrangement for all parties (you and multiple clients) is for you to retain ownership of it all while granting liberal licenses to each client.
Note that IANAL, and none of my agreements have been tested in court, and I hope they never are.
Aw, heck... here's the actual addendum text I added to my most recent contract:
Addendum regarding section 6.B (Intellectual Property): Section 6.B is subject to the following exceptions and conditions:
Agency_Foo and Client understand that Employee brings to this job various software tools, libraries, and the like ("Tools"), which have been previously developed by Employee, either while working for previous clients, or on Employee's own. During and after this Agreement, Employee will retain all ownership, right, title, and/or interest in these Tools. Client will retain a permanent license to use, distribute, and modify these Tools as needed, including but not limited to the use of Tools in everything Employee worked on during this Agreement, and for all related development subsequent to this Agreement. It is understood that Employee may extend or modify Tools during this Agreement, and this addendum holds true for those extensions and modifications, i.e. that Employee retains rights over them but Client retains a permanent license for them.
The intent of this addendum is to ensure that both Employee and Client can use these Tools during or after this Agreement, without restriction.
I used words and phrases defined elsewhere in the agreement, so modify the language to fit the existing contract in your situation (a smooth fit with existing language makes it sound less agressive too). You might change it to grant more or less to your client. I never had this reviewed by a lawyer, but it might be worth it at some point.
Then you won't have to worry about this at all. The clients will be able to use it, you'll be able to get credit for it.
Of course you won't make any money off it, but then how dare you be so greedy!
The problem with this opinion is that many /.ers believe that the law just likes to make work for lawyers. IMO, if a law can't be comprehended by an averagely-educated citizen, then it shouldn't be a law. What's the point in there being thousands of laws that I am potentially violating? Are we all supposed to do nothing but read law books all our waking lives in order to avoid breaking one of these laws? At least we wouldn't have time to break any, unless we're so busy reading that we forget to open that jury summons or voting slip or whatever on the doormat. If I want advice, then I'll ask whoever I damn well please, and if that's my peers here on /., then that's my perogative.
PS. I think I know the heart of the answer to these rhetorical questions, being that any system with input and feedback tends towards complexity, chaos, and eventually emergent behaviour. It's not a bad thing, it's how life happened.
See
a
lawyer
At a minimum, I expect the only way to avoid a conflict of interest is to recuse yourself from this project for your company. Even still, this may not be enough, since what you're working on at home is, by your description, something your employer would want to market.
cb
cb
Oooh! What does this button do!?
He probably is not writing a program that will compete with any of his employer's products. Most programmers work for companies that do not have anything to do with software.
The impression I get is that it is a program that would be useful to any company that is in the same business as his current employer.
I do not find in orthodox Christianity one redeeming feature.
--
You should also consult state laws on this subject, as some states have regulations on these invention assignment contracts. For instance, Washington State has the following law:
Whether such laws apply to you, of course, is another question as, like the above one, they tend to be pretty weak. The employer's rats, er, that is, lawyers, would of course claim that any possible invention involving software relates to their business. You should further subsidize the verminous hordes of these trained rats by hiring one of your very own, instead of asking for some half-assed opinions on the internet.
-m
Barring any contracts you haven't mentioned.....
Your first concern should be the obvious potention conflict of interest. This isn't a bad word, it just means there is a conflict.
You have been working on something on your own time, you own it. You have a vested interest in it.
Your company has an interest in doing something as well.
If you already have such a product on the go, then somehow or other you MUST bring this to their attention. Point out that you cannot work on it because it would result in a conflict of interest (on both sides). Better yet, talk to a lawyer first, so you don't get screwed. Anything is possible. Perhaps they agree to pay you to finish the product (ie: at your dayjob), in return for your licensing it to them. Under that license, perhaps they pay you royalties on product sold. Ideally, you would be free to continue to develop and market said product independently of them.
TALK TO A LAWYER, if this has any value to you, because even if you do nothing.. you are in a conflict of interest.
I agree -- a lawyer is going to be necessary here. First off, you probably signed an employee agreement when you started at this job. Many of these give the company rights to work you do, even in your spare time, if it can be shown to somehow relate to what you've done at work (this could be as broadly interpreted as 'a software project,' if you're not careful).
:-)
Armed with a copy of your agreement, seek the advice of a professional. Yes, he's going to cost you money, but in the end you're probably going to make out better.
Failing that, tell them a little lie. Tell them you have something you did a couple years back which is very similar to what the customer wants. You're willing to submit it for their inspection, and let them buy it off you and re-sell it to their clients, at a good price, as long as it's clear this is your software not theirs. As they mull this over, work all night every night to wrap the thing up.
Not representing or approved by my company or anybody else.
It's funny. Laugh.
--
Pretend there is some witty statement here.
Then you are prepared for the hard choices. Until you accurately know your liabilities and possibilites you are going to be engaging in unproductive wishful/fearful speculation. Your lawyer (if good) will have many ideas of ways to proceed.
The lawyer will cost you $400 to $1000 for a good one. (You may not be able to get a good one for a small thing like this unless you have connections.) It will be some of the best money you've ever spent.
Excuse me? Who's parroting whom here? I had already suggested seeing a lawyer, and tried to offer significant other perspective besides, before you even showed up. Several others had done likewise by the time you tried to present the most basic and oft-repeated bit of advice as your own unique free-thinking insight. Your attempt to project your faults onto others - as an AC, no less - is laughable.
Slashdot - News for Herds. Stuff that Splatters.
Without more details, the result may vary dramatically. The answer may vary from state to You may have no options at all, or may have several from which to choose. The only way to know for sure is to spend a few hours with a competent lawyer who knows what she is really doing -- expertise in computer law is essential.
This shouldn't require a lot of time to give you advise. And getting it right might matter a lot.
If your product isn't worth a few hours of a competent lawyer's time, you shouldn't waste too much time thinking about it.
COmpanies are nto entitled to their clients. Anybody can "steal" a client at any time for any reason. If the company is unable to keep it's clients happy then they deserve to lose them and it really does not matter who they lose them to.
War is necrophilia.
Look at how the company he works for is going to make out. This guy worked on his own time for months creating a product, at the same time he was working for his employee. Now because his employee had better lawyers and made him sign something his employee gets the product for free. In effect his employee just made him work hundreds of hours without paying a dime of regular or overtime.
His best revenge at this point may be release the code under GPL. This way his company can not at least claim an exclusive lock on his code.
War is necrophilia.
"In my opinion, while a company does not have a right to an employee's thoughts and ideas, they do have a right to get honest answers and ethical behavior."
Oh man that's funny. Where do you come up with this stuff. An employer has no such rights unless the employee was dumb enough to sign away his own rights. The employer should expect the employee to show up on time and do what he is told and that's about it. Anybody who gives their emplyers anything else is just a shmuck.
War is necrophilia.
Amen to that.
War is necrophilia.
Personally, I always negotate a employment agreement addendum in which I enumerate all my external projects which may conflict, so I can keep working on them. Even then, they generally require conflicting projects to be non-commercial.
My recommendation - get a lawyer. Otherwise, you could take vacation, finish and sell your version, update your resume, then come back and announce that you have a pre-existing side project meeting that need. They'll either claim ownership under employment agreement, have you recreate one for them from scratch, or fire you.
Good luck! (I'm stuck in same conversation w/ boss right now, and mine's only non-commercial!)
You should see this as a tremendous opportunity for a win-win WITH your employer. Both your employer and the client will probably be thrilled to have something so far along. Marketing software is a lot more than just writing something at night, you know. Having this initial customer ready for your product just as it's ready to field is a big win for you, and your employer found this customer for you. Also, your employer probably has a lot of resources that will go a long way toward making your product a success.
Trying to keep it all for yourself is just greed. If you hate your employer so much that you just can't stand to share in the benefits of this work, then why are you working there at all?
---
At one point in the original article he said "The problem is that one of the clients they work for wants the EXACT product I am producing in my spare time." So he would be taking at least one client that he most likely came into contact with by working for his current employer.
The shareholder is always right.
It sounds like he's also getting *clients* from his current employer. That makes me reluctant to side with him on this issue.
The shareholder is always right.
You should be ashamed of yourself for trying to make money off this "side project"!
You should put all the source that you've developed thus far on a web site, and GPL it.
Then your employer can't expect you to work on it for them, because you'd be using your knowledge of the source to complete it, which if closed by your company would violate the GPL right?
Then we can all dance around and be merry because we've seen how beneficial it is to open source everything. Well, except for the fact that if I was your employer I'd fire you.
What a ludicrious argument. There was no breach of ethics. There is nothing in the law that obligates full disclosure. I was merely removing the any appearance of impropriety.
You can't disprove something using an affirmative defense. The problem being discussed in this Ask Slashdot question is "How do I prove that I came up with someone on my own time that LOOKS like something I came up with during company time?" The answer is you can't, it is impossible. You'd have to give them a log of everything you did in your off time and I doubt most people keep those kinds of records. Even if you swore up and down that you came up with the idea yourself, that doesn't mean they can't sue you anyway because they don't believe you.
They also have a right to know when they are paying an employee twice for the same work What a moronic statement. They purchased something I developed on my own time. That's something they never paid for. The fact that I am the one deploying it is irrelavant. The person who writes a word processor gets paid and so does the person who installs it. If anything, the company comes out ahead because I'm the best person to deploy the product since I already know everything about it.
Fact is, there are hundreds of managers out there with stock in IBM who push completely worthless solutions like MQSeries because when IBM is awarded big million dollar contracts their stock gets a nice boost. I don't see it as any different than what I did. Yes I could have disclosed the fact that I wrote it. But then I'd be spending my time on a futile quest instead of getting the work done.
Besides, if they had paid me to recreate the system on company time they would have ended up paying a lot more and waiting a couple weeks. The work is done, why re-invent the wheel?
So yes, I think I did the right thing for the company and myself. And let's be clear, there was no psuedonym involved. I merely chose to sell the product under a name different than my own to remove the appearance of impropriety. Just like Adaptec selling software under the brand name Roxio so they don't confuse their image as a hardware provider. Etc.
- JoeShmoe
-- I wonder which will go down in history as the bigger failure: the War on Drugs or the War on Filesharing
I didn't go into detail in my original post, but the company was aware that helped Brand X develop its solution. My intent in selling it as Brand X and not myself was to make it clear that the company had absolutely no rights to the product because it was developed 100% outside of the company.
As to allegations of fraud, yes, I would agree with that theory if I had knowing recommended an inferior product to get a kickback or such. That would be fraud. If I concealed knowledge of a superior product so that I could recommend something I had a vested interest in, that would be fraud.
However, if questioned I can honestly say that I recommended the only/best product on the market that would fit their needs. I don't see how this situation would have been any different if I sold the distribution rights of product to my friend and then received royalties for its use from him.
The company was paying in the range of $400-500/system every quarter to send a field technician out to a store to log in as administrator, copy a few files and log off. In the end for $10/system they make changes on one master system and updates are mailed out to the store where the manager just sticks the disc in, boots it, then throws it away. So they were quite pleased with the results. Besides, I would have ended up making $30-50/system if I had developed it in house so I don't see how I could be guilty of fraud for cutting myself out of profits.
IMHO, the ends justify the means in this case.
- JoeShmoe
-- I wonder which will go down in history as the bigger failure: the War on Drugs or the War on Filesharing
You tell your boss you already have something similar that you developed on your own time "a while ago", at home. Tell them that rather than paying you to develop this for their client (C), you can just allow them to resell what you already have done, and they can have you start on a new project.
The point is that they are already paying you some sort of salary, but rather than waste time re-inventing something you have already done, you can work on another project, client C gets their product very quickly, and everyone is happy.
I hope they wouldn't think you can complete the whole thing within 30 hours.
;)
Make a demo out of it using the incomplete feature set. ASAP. Since it is impossible to just start from scratch and make it after you're told the client wants something like it.
If you wait for 30 days, or take a vacation, or whatever, they can say "oh you've started making this when you hear our client needs it!!" The idea and thus the whole thing IS BELONG TO US!! Then there'll be no hope you say anything at all
So, prove to them you have developed this at your spare time, long before you know the client needs it. The only mean I can think of is releasing it ASAP.
Step One: Read your employment contract and if there is any area you are not sure of, talk to a lawyer about it. If what you are doing in your free time is close enough to what you do for a living, your employer may actually already own it. Its called an invention and innovation clause I think. It depends on your contract though so find out. The end result is by selling this to your client you may be breaking your contract and even committing a crime.
Step Two: Consult a lawyer anyway. Get him to confirm what you think is going on in your contract. This may get down to legal wrangling in the end and he will have specific advice for you that is far better than what you can get on Slashdot.
If at this point you find out that you don't actually legally own this then you are screwed and just wasted a whole lot of your free time. Sorry but it pays to know your contractual obligations.
Step Three: If you are the true owner of your work (sounds funny saying it that way but it is true) then for God sake finish it fast. Take a vacation now, before you have to do anything on your employers version of this. Refuse to do anything or even hear anything on this project from your employer. Even talking about things may give him cause to try to take ownership. Build up a suitable level of deniability.
If necessary explain what is going on to your employer. Tell him that he doesn't own this contractually and that you refuse to compromise yourself. Let him know that you have already talked to a lawyer. Give him the lawyers name if he asks it. If your employer is smart, chances are he will want to avoid the court system too if you are in the right. Especially if you are ahead of him in the process.
It might be a good idea to talk to your clients too. See if they will give you help since its in their best interest as well.
So far I've gotten all my Karma from telling people they are wrong... :)
I love to write GPL'd code but don't tell
anything they "should be ashamed" for writing
commercial software. In the spirit of free
software, people should have the FREE CHOICE
of how to license and distribute their
software. It's generally good to Open Source
but it doesn't even always make sense.
Games for example--It's ok...but what benefit
does a company get by open sourcing a game?
Their labor is worth something and it can't
be made up on consulting services or support
for games. There are other examples and eve
exceptions for certain kinds of games but it
one good example. Freedom is the key--not
forced exploitation of labor!!
--Matthew
Change your name.
Drastic moves,
but who's to blame?
Satan, boy.
Satan, Satan, Satan.
Hell yeah!
--
--
I like to watch.
A lot depends on the value of what you're working on. If it's the Next Big Thing, you need a high-powered corporate lawyer, and it's going to cost. If it's a minor item, some local business-oriented lawyer may suffice.
Vintage computer games and RPG books available. Email me if you're interested.
I say: DO NOT TOUCH THIS CLIENT PROJECT. DO NOT. The potential legal entanglement is frightening. Exactly. My advice to him is to get a good lawyer NOW and don't skimp on the selection of said legal vulture based on $.
Prospecting Stinks. Stop Wasting Time on Cold Calling.
If you've been working on it in your spare time for 6 months and the employer says the project belongs to them, I'd say they owe you a few hundred hours of overtime pay. :-)
Actually he just said "clients". From the way the rest of his post is worded, I'd assume they aren't the same clients as his company has.
--
Well I don't think we should assume he came into contact through his current employer.
--
I don't see how is LIFE could be in danger, unless perhaps his case gets tried by a certain judge in the Southern District of New York. ;)
Just because it CAN be done, doesn't mean it should!
This is what I'd do in an ideal world, but it might have to be cleared with the customer first... IANAL...
/Brian
"
:)
His best revenge at this point may be release the code under GPL. This way his company can not at least claim an exclusive lock on his code.
"
I've seen this done over a payment dispute before. Purely verbal contracts - the company suspected they could pull a fast one over the developer until he casually mentioned that they didn't have a copy of the source code and he was quite prepared to GPL it and release to the appropriate clients for free instead.
He got paid more than he originally expected for it
Only two things are infinite, the universe and human stupidity, and I'm not sure about the former. (Einstein)
Talk to the client directly(On your own time, and NOT over company e-mail.) Tell them that said project is already near completion, and that you can do it for less than what your company can. Dont let your company screw you. This is YOUR work, and YOUR project. You deserve YOUR cash.
I am TIRED of seeing people who develop things on their own time get screwed because their company feels that they own you every goddamn hour of the day. Sure, they can tell you what to do when you are on their clock, but when you are not, it is your time! Employment is a contract saying "I'll do said work for said pay". Its not signing your mortal soul and every waking hour to them!
-Nemmeran
Actually, tell them that you cannot work on the project because it conflicts with a previous non-disclosure that you have with a prior client? and you cannot even reveal the client because that is part of the non-disclosure.
Sticky situation, all in all?
"It is a greater offense to steal men's labor, than their clothes"
I assume, that you work for a reasonable employer. I also assume, it's not a three man company, that they have resources, a marketing budget and even a decent sales force.
A further complication might be, that (another assumption) you know your future customers via your current employer. This would complicate things tremendously.
The first thing I'd do is talk to a lawyer, as it was said already.
Next, aim for a joint marketing agreement, where you license your product to your employer. As there appears to be an interest on the market, this could be a sweet deal for everybody involved. Plus his customer gets the product in 2-3 weeks and is a damn happy camper.
I worked for a version 1.0 company that had a great product, years ahead of it's time. The company went bust of course, because we had no clue what sales and marketing means. Even if you get 1/3 of the gross sales and a cut of the support fees, that could turn out into a much sweeter deal, then when you have to knock on doors yourself, or find out the hard way, that sales/marketing eat 50% of your turnover.
Whatever you do, don't try sneaky deals here. If you're employer is reasonable and you come with a good proposal, both profit. If however your employer feels crossed, you're essentially fucked.
ich bin der musikant
mit taschenrechner in der hand
kraftwerk
I know it's been said before, but: take a vacation to finish your code. Then hire a lawyer, refuse to work on the project, etc.
sulli
RTFJ.
...sell the project you've been working on in your spare time to your own company. Let your company sell it to the client. The client gets what they want in an unexpectedly short time frame, you get paid, your company gets paid, and hopefully, you get some extra recognition for helping your company in your spare time.
It is not unreasonable for your employer to argue that you could have reasonably known about the possible requirement for such a product (anyone who has THAT LITTLE of an idea of what products they may have to develop for their employer really ought to clue themselves in a little more about their job!).
*Ping*
Conflict of interest.
Ideally, you should discuss the situation with your employer. They may understand and move you to a different project, or even be prepared to come to some licensing arrangement.
Or they may not be so reasonable, in which case you may want to look for another job.
Of course, if you signed one of those "everything you develop that is related to our line of business" clauses, then youare stuffed anyway (and should have thought about that before you started).
--
People should not be afraid of their governments - Governments should be afraid of their people.
When dealing with my own tasks, I know they'll be more valuable to me in the short and long terms than, say, the busy-work my professors give me. I learn better on my own and I feel that I can accomplish more on an independent basis than what others want me to do. So, I will often neglect studying to do my own thing - only to end up learning class material in the process since well, what I'm doing exceeds the status-quo of my average class mate.
You should look at it in terms of working harder on your personal endeavors and delaying your clients (assuming that's possible). If you do it for yourself first, you'll gain more out of it (rights included I suppose). *shrug* Just a few thoughts.
This is something you should have looked into when you started, not after you invested six months of work. If your contract doesn't clearly allow you to do this sort of thing, get a signed agreement up-front.
Now, from a practical point of view, you may be able to negotiate. After all, you have the code and they want it. Maybe they can "buy" or "license" the code from you. But if they are firmly convinced that they have rights to the code anyway, they may just use negotiations to get whatever they feel is theirs out of you and stop before committing to anything.
Another possible course to follow is to quit your job and market your product. The company may still try to claim rights to your software, but it seems less likely that they would do so. There is programming work you can do even while working on your own projects; contracting is often structured that way.
So, there isn't any easy answer. It all depends on your contract, your personal relationships and trust with people at the company, the potential value of the product, etc. The best lesson to take from this is: think about it beforehand.
I don't know what your particular contract said and whether what you did violated it; your company may simply have decided that it wasn't worth raising the issue, because they like you, or because your price was right. What I do know is that what you did would violate the employment contracts of many people.
I must say I do have a little sheeple strain, which is why when I loaded up Slashdot and saw that first post just sitting there, I couldn't help picking the first relevant thing that came to my head and typing that.
;), and this seemed to me like a case of alienated labor; you are sitting there being creative with code, and your corporation just happens to have a client that could use the code.. coincidence does not property make. In this case, the clients had not contributed software, hardware or other resources to the guy who came up with the code, but they just happen to think that they hve a right to it, or more specifically they think they could get a lawyer to say that they have a right to it, when they don't and I believe shouldn't.
:)
I'm a marxist and all that
I explained myself a bit in the second post... and sorry about the moderation-bitching, but I've had enough bad moderation in the past that that's the reaction I came to.. Perhaps I shall have to revise my views of moderators.
A pro-creativity workspace is like my editor, who will help me, sometimes even materially, with stories that her publication could not print if it wanted to, but because it improves me as a writer and journalist. It's not jargon imo, it's a reality in a very few cases. I am lucky.
Thanks for having enough interest in the actual discussion, rather than the moderation, to post in the thread.
Goat sex free since 2001
There are a couple issues bought up here that can cause someone in this situation a whole bucket load of grief. What wasn't made clear above was if the original poster is an EMPLOYEE or a CONTRACTOR with the company he/she is doing work for. If you are a CONTRACTOR, then you really don't have too much to be concerned about with the company you are doing the work for, AS LONG AS you have not ever done anything related to your home project while on their premesis on on their equipment (read as: using ANY of their resources in relation to your home project). If you are an EMPLOYEE, you are opening up a very big can of worms! If you are serious about publishing the software you wrote, you should seriously consider leaving your position with this company, even if they and you want to work out a licensing or publishing agreement. Of course, this would only really work well if you believe such an arrangement would be financially sustaining for you. In either case, you should certainly consult with a attorney that is experieced in INTELLECTUAL LAW. Do not waste your time just going to any attorney that only has business law experience. In my past experiences, any attorney that does not specialize 100% of their time in intellectual law is not capable of providing you with sound advice. There are a ton of issues to be concerned with here, and these can vary from state to state. They should be able to provide you with standardized intellectual property contracts and such and will be able to help protect your rights and liabilities in working out a deal with your current employer/client. Yes, it might be a little more expensive than you would want, and you might have to travel a bit to find such an attorney, but I can tell you that I have learned this the hard way and it is certainly worthwhile to go through the time and expense in what it saves you long term.
50 hours to completion? Take a weeks worth (5 days) of vacation and bang it out. Then sell your product to your company.
Space may be the final frontier, but it's made in a Hollywood basement. --Red Hot Chili Peppers, Californication
Well, let's be honest here. IANAL, but more than likely your actions here are going to largely, if not completely, dictated by your actions in the past.
Since you have indicated that you stand to make a not insignificant amount of money for this product, it would seem economically reasonable to retain a lawyer who is familiar with contract negotiation and employment contracts. To be honest, regardless of your manager's or company's good intentions (assuming they have them), this issue will eventually make it's way to the company's legal department. And they will do everything within their power to make sure that the company gets rights to the software/IP that you have created just to cover their asses.
Secondly, DO NOT WORK ON YOUR EMPLOYER'S PROJECT. Do not consult, brainstorm, collaborate, talk about, listen to discussions about, or otherwise become in any way involved (even peripherally) with your employer's project. Don't do anything that could result in cross-pollenization of your products. What you do on their time could very well be attributed to them when the dust settles.
Third, gather any and all documentation from your personal project's customers about the specs and requirements for this project. Make sure that you have documentation that shows that the project was something that they requested from you and that they have had you working on for some time before your employer offerered this project to you. Your lawyer will probably want it for documentation. (see step one)
Finally, get a copy of your employment agreement. You more than likely signed a non-disclosure and/or non-compete agreement when you started working for them. The wording of this agreement could be crucial in defending your rights to this project. You may have (even unknowingly) signed away your rights to any inventions made during your employment term with this company. Hopefully you have been smart enough to not work on this project on the company's time (coding, brainstorming, making contacts, negotiating with customers, etc). If you have, then it's going to be a very sticky situation. Even if provisions of your employment agreement that you agreed to are illegal or un-enforceable as they relate to this situation, it's going to take court time to prove it and get them thrown out. (see step one.)
Now here's the ugly part: even if you did no work on your side project on your employer's time, even if no provision of your employment agreement specifically prohibits this kind of work, even if you're done everything "right," you will still need a lawyer. (see step one) If you've done everything "right" you can make sure that you maintain your rights to the invention. But you'd probably still be better off to work out a deal with the company where they are either a reseller or licensed in some way. Your company stands to save a fair amount of money (in man-hours) by licensing it from you rather than paying a team to develop it from scratch without imfringing on your IP (assuming that you've copyrighted pr patented it). Also, it could be cheaper in the long-run for the company to work out a contract with your than to sue you. This is an area where your attorney (see step one) can help work out a deal that is beneficial to both sides.
I hate lawyers, but you can't really do business without them.
Disclaimer: IANAL I don't see that it's at all obvious that the company is trying to steal anything... it may be a simple coincidence. It may also be that the emplyee, given his intimate knowledge of the employers business could see the opportunity. The only way I see to get clear of this is with complete disclosure. It may not be easy and might even begin a process that leads to the employee and employer going their separate ways. OTOH: It's just possible that a win-win solution could be at hand. If both parties are amenable, and full disclosure is made up front, it conceivable that the employee and employer could reach an agreement to share the product. Presumably the company would bring a broader sales and marketing capability to the table, while the employee brings a nearly completed product. Certainly, the first sane step would be to seek the advice of an attorney. Until you get the attorney's advice, you should do NO ADDITIONAL WORK on the product, paid or otherwise. I do know of a couple of times this sort of thing has happened... IMHO: it usually works out to the employers benefit.
What you did is probably some form of fraud based on the fact that you had potentially conflicting interests that you did not disclose to your employer/customer. The company that employed you and license your solution/product might say that you misrepresented yourself to gain financial benefit.
To clarify, you had two interests which the company, who was your employer via your employment contract and your client via the license agreement, may have felt were in conflict. The first interest was via your employment, where you had the responsibility and/or authority to suggest a solution to meet their needs. The company would assume that you'd look out for their interests because your employed by them. The second interest was via your software product/solution. You had a financial interest in "Brand X" and you didn't disclose this to the company and thus they didn't know there was a potential conflict of interest.
First, have you signed anything saying, for instance, that work related to things the company does becomes theirs? That would figure prominently. If you haven't, come to the company and explain that you've been doing a project very similar to this on your own time, tell them how long it took, and suggest that, in all probability, the best deal would be for them to license it from you at a reasonable rate. Don't get greedy, and if it's enough cheaper and faster than development costs would have been, they may be pretty happy.
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It sounds like he may have known in advance that his company was going to want to do this work. If he did, then he may also have a problem, even if the work was done on his own time. If he had known that the client was going to want it, then he may have done it just to get in ahead of his own company on getting the money from the client. In this case he would have effectively been trying to "compete" against the company he works for, which would put him in the wrong, even if the work was done on his own time and own equipment. If done on work time, it definitely belongs to his employer. If done on work equipment, maybe. If your employer asks you to do a task, and you go and do that task *on your own time and equipment*, then your employer usually still has rights to that work under the law, tough luck for you, but this is because this is usually a case of the employee trying to screw the employer. The terms of his contract could make a difference though.
All your project are belong to us.
Communication is the key here. Stupidity might get in the way though. Not to sound like an echo here, but you:
* Cannot accept the project as-is, in any case.
* Must tell your boss about your side project and that you won't work on their project due to a conflict of interest (you don't want to compete with yourself) - but that once you complete the side project, it's a possible licensing solution to look into.
* Reassure your boss that you didn't touch this project on work-time, and that you're not willing to at this point because of the IP issues.
* Pray that your boss doesn't fire you, reprimand you, come up with a cheesy solution that screws you over, order you to quit working on or hand over your side project, sue you, etc. Not that there would be any grounds or fairness in these actions, but managers are... managers.
* Cannot tell your boss that you can't do it and then do it for the client company behind your employer's back. Highly unethical.
It all depends on how your boss reacts, really. You HAVE to say something. You're entitled to, you could benefit greatly from this situation, and it's just plain unfair if you have to silently hand over the rights of your personal work to any company because of a situation like this. Don't try to sneak anything past anyone, it's too risky and you stand to lose a lot if your employer finds out.
Also, take some time to make your side project really spiffy. The upswing of that would be that you can perhaps impress all your clients, your employer's client, and your employer as well... so that not only does everyone benefit, but you may be in line for a promotion as well. So don't make any spelling or grammar errors! ("You have no chance to survive make your time" for example)
Excellent post by russh347.
The company has entered into an employment arrangement from hiring that probably laid it out to the employee - what they work on without regard to whose "time" it is while employed belongs to the company, who can decide to pass on it.
There's nothing that stops the employee from working on anything they want to, but they knew their IP relationship up front, and shouldn't expect the company to back down. This is particularly in a case like this - by virtue of what the employee does as their job, they probably see the opportunity and techniques to realize a solution.
All that said, if the project is distinct from the employee's explicit job responsbilties, it behooves him to disclose this to his management right now. A moral company (and that's not a ridiculous statement) can recognize that work that could be valuable to them might have been done outside of the bounds of work responsbilities and decide to compensate the employee for that work. Doing so benefits the company in that they can more quickly respond to a customer AND they can keep an employee who's clearly demonstrating that he's tuned into the technical and business environment.
If the company doesn't want to recognize the workers contribution, they you're still better of with disclosure now - the company is not going to let the employee take the work anyway, at least not without a fight that the worker is very unlikely to prevail in.
The worker could try to play dumb on the new project, leave the company and try to approach the client directly , but this is potentially disasterous. If you sold your package to somebody who might have been a company client but you got to them first, nobody would be the wiser. If the company loses the contract of a client that had come to them for specific expertise, and lost the contract to an ex-employee who happened to know their requirements and happened to have been working on such a product in their personal time, there's no limit to the amount of doo-doo that will rain down. And if any of the techniques, knowledge, or god forbid, source code of the employer is discovered in the private work, this whole thing will turn into a very serious matter.
If the employee leaves the company, and finds that it's hard to land "clean" customers with his own package, then he'll probably see why the company had him sign the employee IP agreement in the first place. There's a lot of aspects beyond the technical in providing solutions - sales, marketing, and support are just a small part of it all.
First of all, never ever ever work on this personal thing when you're on your employer's clock or equipment. It will most likely be legally theirs if you do.
Second, you make it sound as if you have 2 or more clients of your own lined up to take advantage of this thing. Call them A and B. Now, your employer is getting Client C, who could also benefit from what you're doing.
My advice would be to excersize some vacation time so you hear nothing about client C. Focus your energy on clients A and B, if you really are a week or so from completion. After some discussion with them, you may find it prudent to leave your employer and just forget client C.
Or, you might be able to work out a licencing agreement with your current employer, where C pretty much gets your solution with your employer's "brand," and you get a fatty check for this agreement. Of course, your original employment contract might not allow for this, and you might have to either leave your current employer or never speak to C. Speak to a lawyer, for sure.
And I'm not talking about as a sysadmin at the company headquarters. I'm talking about as a $6/hour clerk who pushes cell-phones and takes addresses. Three years ago, when I got hired by Rat Shack, there was an inventions clause in my contract that prohibited me from writing software in my spare time . Any software that might be written in spare time would immediately be the property of Tandy Corporation, and I would receive absolutely no compensation for it. The scary thing was that in way did my job relate to software except that I sold computers that run software (as computers tend to do). This is completely ridiculous and I'm surprised it's even legally defensible. Needless to say, I've moved on to greener pastures in the last two years. But I'm scared that one day, even people who go to work for McDonalds will have inventions clauses in their contracts. "Oh, I'm sorry. You work a deep fat frier, so I'm afraid we're going to have to confiscate the high performance, multi-threaded web server you coded. Have a nice day".
This product was conceived, started, shelved, restarted and shelved before I worked for this company. I recently re-started the project (3 months ago) when I was able to find time to write more code and had learned more about the product market I was producing this for. The biggest point about this post is that this product was started before my working for this company so in my opinion it should be mine. I have debated on taking the time off to work on this, but the company is a little cranky about their sysadmin taking a week off. Hell they yell at me if I am 2 minutes late being back from lunch when the other employees get back 20 minutes late with no management complaints.
Long story short I feel no company loyalty or obligation. I would quit right now if i had a small amount of money saved up, but I don't think I could find a job in the 2 weeks I would have left of my last paycheck.
Yhcrana
The voices in my head don't like you
Quickly go get yourself a business license and then tell your company that there is already a product on the market that does what they want it to and suggest they use that rather than re-invent the wheel in house.
At this one company that had kiosk machines in every store, they were having a very difficult time getting machines updates since only techs had the know-how to apply patches from a floppy. I developed a way to use a Ghost image to update the system from a bootable CDs. I planned to offer it to them after my contract expired.
While working for them, they asked me if there was any way to make the update process simplier. Using an old business license, I told them there was a company Brand X that offers just that sort of product. I had a friend of mine contact them on behalf of Brand X and pitch it to them. They agreed to buy a enterprise-wide license for $10/system. At that point I used the business license to cash the check for Brand X and came in the next week and started deploying the CD based system.
It was a Dr. Jekyl/Mr. Hyde kind of development thing, but I thought it was the best way to handle in since the only thing I did at work was see how inefficient companies are.
- JoeShmoe
-- I wonder which will go down in history as the bigger failure: the War on Drugs or the War on Filesharing
See a lawyer. Then negotiate, with the help of the lawyer. The goals are (1) to maximize the total benefit to all parties, and (2) get a reasonable share of that benefit. Don't be a pig, but also don't let yourself be run over.
The company you work for knows how long it takes to write a program. Now is the time to tell them that you have been creating this product on your own time to be marketed under your company name. bring in the binarys and demo the product. Ask them if they are interested in reselling it. Finish up on your resume, if they say you need to write the same product for them, then give them your notice, look for another job, finish your product, and sell it! You may be burning up a letter of recomendation, but if you believe in what you created it will be worth it!
I see pleading ignorance as a really bad option.
labor should not be alienated, you all know the best projects for anyone come when you are motivated to do them whetehr paid or unpaid.
Goat sex free since 2001
It never fails to amaze me that people ask such complicated questions which have obvious legal ramifications, and potentially serious ones at that, of the people who hang out here.
Half the people who hang out here are either teenagers with no professional experience (though some may have), or complete twits, or both.
The other half of the people who tend to hang out here are geeks, with little or no legal expertise. This does not preclude the possibility that you will get insightful advice from someone who has been in your situation, or someone who IS a lawyer. But, do you really want to depend on the answers you get here? Your job, your career, or even your life may depend on you getting good, sound advice.
Even if the advice you get from people here is based on real-world events that actually happened to them, you must remember that a) the laws may be different where you live; b) the terms of your employment may be different than theirs; c) if you end up in court, the judge you get may not see the case the same way.
The way I see it, if you care about this project that you've been working on, you only have 3 choices:
1) See a lawyer ASAP
2) Explain your situation to your manager, and see a lawyer ASAP
3) quit your job, and see a lawyer ASAP
For your own sake people, Don't "Ask Slashdot" for legal advice! Get a clue from someone who has a clue. Go get professional legal council, and do it NOW, before you screw yourself over.
That said, this kind of issue is complex, and bleeds between the legal and the technical. You may want to contact an organization such as the EFF (www.eff.org) who has experience with this sort of legal trouble, so that you can (hopefully) receive help from lawyers who DO understand the issues that you face. Or, at least, make sure the lawyer you speak with has experience with computer-related law, or can recommend someone who does.
Here's what I did: I went to my employer and negotiated a deal with them. In the deal that I negotiated, they bought a license to the tool and we split the revenue from the tool that I built 80-20 when we licensed it to the third party. The revenue split and license deal worked out well but there are, however, two things that I learned: the first is that in my case, the tool addressed about 90% of the clients needs, therefore to tool had to be modified. This led to somewhat of a debate about who should modify it and when - and what the resulting ownership of those mods was going to be. The second was ongoing upgrades etc. Even though my employer was really cool about the whole thing, I always felt that they were doubly on the lookout about what I was doing - I presume to make sure I wasn't working on that tool (or others) on their time. Both are fair but sticky issues. The way that I opened the door to negotiations was to approach the most easy-going (cooles) of my supervisors on a non-official basis (lunch or something) and feel him out about it.....ymmv however if your company is a bunch of tight-asses.
Why don't you read the post, just cause it is a first post does not mean it is off topic.
I believe that people should try to get into a work life where all their work is motivating for them, and where they and their employer have a common interest, if they have an employer. Thedre shoudl not be this kind of situation where a boss is going to lift the creative work of an employee just because it happens to fit into the boss's firm's business plan.
Pro creativity workspaces enable people to produce value for both the firm and for themselves. There is no need to create a false dichotomy here.
Fuck you, moderator who jumps to conclusions.
Goat sex free since 2001
What did Stallman do in this situation? Well, I was reading about it a few months ago, and what he did was resign. Of course you can't do this, but it seems to me that you have a straightforward choice.
1)Resign, and save the integrity of your own project.
2)Refuse to do the work project. This could result in similar consequences though.
3)Hand over the liscences for your own project, and keep your job and security.
There is no easy option in a situation like this. I work as a graphic artsist, and sometimes I have faced similar issues. One job I left because they told me that my home done Pop Art could be liscence infingements, as I was influenced by the companies advertising campaign, which I helped design. Stuff like this is really hard, and I hope you find an easy way out! I couldn't, but I don't think my situation was anything like as bad as yours :)
--Anticipation of a New Lover's Arrival, The
...and if I can summarize the posts this far, they generally split into:
/., but because (emphasis mine)
/. either fail to post *as lawyers* or post in very broad generalities. Remember, we get our asses sued if we give faulty advice, and our insurers can raise our premiums beyond what we can afford. Discretion quickly becomes the better part of being able to continue to practice. I own my own firm, and I can tell you I am more worried now about fscking up on advice than when I was a simple associate.
(a) "I ain't no lawyer, but here's my utterly uninformed legal opinion. Also, my tips for how to take out your own appendix using perl and dental floss..." and
(b)"Get your ass to a lawyer".
In my view, this article is simply trying to elicit specific legal advice, as several other posts have done lately, and hence should never have been posted.
Please notice the lack of advice posted from actual lawyers. It's not because we don't read and post on
the law requires you to feed facts into law
before you can get useful advice out the other
end. In engineering terms, signal only over-
comes noise when you have a proper set of
readings and an experienced understanding of
the situation.
Without knowing the jurisdiction, the statutes of that jurisdiction, the case law, the written and oral agreements and the substantive facts of the case, much less which Justice that you're likely to appear before, the best you can give is what engineers in other contexts call a WAG (wild ass guess).
As real lawyers are aware of this, due to the ongoing efforts of their insurers, most lawyers on
About a year ago, I began posting that unless you are knowledgeable about a subject to either acknowedge that or cease to post. And the noise level continues to rise...
like a troll. In fact, I think it is. But I'll bite.
He isn't working on it on his employer's time. He doesn't WANT to work on it in his employer's time. He's just in a conflict of interest because his employer wants him to work on exactly the same thing now.
I won't respond to the 'open source = theft' argument. Give it a rest.
As for how to prevent employees from doing this.. it's called MANAGEMENT.
Management should know the amount of work it expects out of it's employees... you're PAYING them for soemthing. It's up to management to maximize it's use of employees, which includes keeping them happy. You keep them focused on the task at hand by having reasonable goals and deadlines, a healthy work environement, and making sure people who don't hold their weight get cut out.
If you end up with one hidden genius who you find out has been delivering everything on time, yet has still worked on something else while at work... DON'T GET MAD. He delivered what he was asked to deliver. If you feel he should be producing more.. PAY HIM MORE, he's WORTH IT.
If the whole group goofs off all day, on the other hand, you aren't managing very well.
I'd think this is obvious to any real manager.
A lot depends on exactly what your employment agreement says. Depending on how it's worded, your employer might have - or, just as importantly, think they have, a claim on this work you present as your own. Obviously if any part - repeat: any part - of your project was done on their time or equipment, you're practically guaranteed to be SOL. If you have a copy on your machine at work, even if you never worked on it there, that's almost as bad. Even if none of these apply, they could go after you on intellectual-property grounds, non-compete, non-solicitation, or any other basis. Find out what they're likely to think and/or do. Talk to a lawyer, show them your employment agreement (don't just describe it), etc.
Another thorny issue, even if your employer doesn't have a claim on the work, is that they do have a claim on your time. If you refuse a job-related assignment, even if it's due to conflict of interest, they can simply fire you.
I think the idea of trying to set up a business and get them to buy your product as they would from any other vendor (never mind that it doesn't exist yet) is a sure loser. If they know the vendor is you it won't be treated any differently than if you'd negotiated directly, and if they don't know but find out later they could call it fraud. You need to show good faith. Negotiate with your employer openly and honestly. Only consider other options if they insist on being assholes about it. Bear in mind that most other options would involve you going into court bearing the burden of proof that you were not in violation of your employment agreement, did not steal any of their intellectual property, did not derive the idea from contacts made as their employee, etc. If you're not absolutely positively convinced that you can prove all of that, you might not have any other options. Sorry.
Slashdot - News for Herds. Stuff that Splatters.
Very often, you will have signed away all intellectual rights to inventions which could be useful to your employer if developed on company time.
I say: DO NOT TOUCH THIS CLIENT PROJECT. DO NOT. The potential legal entanglement is frightening.
Do not hear about it, do not get mail about it, don't share a pizza with the people working on it.
If you're about to be finished yourself, and you say you are just about one work-week from completion, take a two-week vacation and get it done. Surely that's not too much to do for your long-term project.
Sig: My Latest Censorware Essay:
What Happened To The Censorware Project (censorware.org)
Nice sentiment but this is not the situation that is being described in the Ask Slashdot. He's halfway through writing an application and his boss coincidentally asked him to write a similar app for a client. If he simply finishes his application on company time and gives that to the client then the work beklongs to the company after all that's what they are paying him to do. I personally see two options:
- Excuse himself from writing the application for the client stating the reasons why. This should forestall any future lawsuits but may make his work life difficult once his boss realizes he is writing software in his free time that competes with his company and also there may not be any other project for him to work on.
- Reimplement the product for the client making sure not to use any of his previously developed code which will mean more work but then there won't be any copyright issues to deal with. This does not guarantee however that his boss won't take issue once he releases a similar product.
Quite frankly both options seem fraught with peril so the best advice I can give is talk to a lawyerturn them down and explain why you can not work on the project. Review all you contracts and see what they layed claim too, then have everything you've done at home documented so you are protected from and legal action.
Also hire a lawyer since you've asked for legal advice, and as far as I know, there is only one lawyer here on slashdot, and I'm not him (or her).
If the company is cool about you having writen program foo, maybe they be willing to license a copy of it from you for this client only, with the understanding that you own the code.
Good luck!
III.IIVIVIXIIVIVIIIVVIIIIXVIIIXIIIIIIIIVIIIIVVIII
If you have signed an employee agreement giving them rights to your IP, you're probably screwed. If not, taking a vacation and finishing up the project might not be such a bad idea. Its kind of hard to negotiate with an unfinished body of work. Once its finished, offer to sell it to the company. Maybe in lieu of a fixed amount payment for it, you could cut yourself in on the GP they will make from the customer. If its something that can be sold to more than one customer, then you could negotiate a portion of the GP on all sales of this product. In any case, you really should speak with a lawyer about this for the best advice.
Not to offend anybody, but most Slashdot readers are teenage code monkeys who don't know a damn thing about contract law. I understand your call for help and your need for assistance in this matter, but if you take any of these people's advice, you're going to be asking for trouble. Some of the stuff they're saying sounds good, but most software companies have quite powerful legal teams that you probably don't want to mess with without taking the necessary steps to prepare yourself first.
Do yourself a favor, and go get yourself a lawyer that specializes in contract negotiations or software liscensing agreements and don't pay a damn bit of attention to the so-called "professional advice" these script kiddies are telling you. Do you really want to make a major career move that could affect you for the rest of your life based upon some tips from an anonymous reader named "L1nuXR0x0r5"? Most of these people seem to be under the impression that you should give away all of your code, and I'm pretty sure you don't want to do that. So, go out, hire an attorney, prepare yourself as best you can, and then go talk to your employer.
Good luck.
-atrowe: Card-carrying Mensa member. I have no toleranse for stupidity.