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Owning Your Own IP at a Company?
An anonymous reader asks: "I work as Sys Admin for a sporting company, and I'm the only 'Computer Guy' there. Recently I've been doing a lot of work writing code for their webpage and other related areas, and since I was up for contract renewal I raised the question of Intellectual Property. Now, in the contract there is a section which says that computer records/lists and such belong to the company (ie player registrations and other semi-sensitive data), but beyond that my manager was quite happy for me to own the code that I've written. Neither of us is very good with writing contracts, so he said 'Draft a document and get back to me'. Now what sort of stuff should I put in it?" This is a situation many of us may hopefully find ourselves in. For those of you who have been through this before, how did you end up structuring your contacts? Please note, when it comes to contracts, nothing beats seeking professional legal advice.
"I want it to express that there is an amicable agreement between us, that I own my code (including miscellany like shell scripts) and that they can keep using my code, in the normal fashion, after I've left the company. Is there anyone else who's in a similar situation? How did you write your contracts?"
Please note, when it comes to contracts, nothing beats seeking professional legal advice.
So naturally, it gets posted here.
Hire an IP lawyer.
Have you considered consulting a lawyer? That's where I would start.
No sig
This is a really important subject topic, especially given the case of the guy that was sued for an idea in his own and head and lost.
If neither one of you knows how to write contracts, hire someone who does. It will be worth the price later on when the shit hits the fan. And it will, don't fool yourself.
I'm the only 'Computer Guy' there
sort out your job title at the same time!
IANAL, but I think a preface like
Recognizing the value of *soemthing like trying different things* the company encourages employees to work on their own areas of interest, and that such when such persoanl work is not related to their duties at work it shall remain their property.
Then your future boss can't argue against what the true intent of the agreement is
(IANAL)
Called the GPL for this? Or does your company want to use it exclusive?
RTFA again for the best results.
... not contracts. If you have to ask, call a lawyer.
Game... blouses.
I'm not an experienced contract writer, but I'd make sure you have the basics covered:
Company has rights to use, and modify code for company use.
You have rights to use, modify, and **sell** code.
You may want to grant the company rights to sell the code also depending on the situation, but I assume you want to keep the rights to the code to be able to resell it as a general solution.
Write the code at home and release it under the GPL license. Then go back into work and use that code. Also, please share with the rest of us.
Also bear in mind that wonks like me who work at state universities are implicitly handing over our work to the state in most cases. In a private situation, you have a better chance, but eventually your employer's going to want to know who gets the kids in the divorce.
"Made up/misattributed quote that makes me look smart. I am on
drug tests. Some companies are so strict that you don't even own your own P.
I don't know WHAT i would do if it weren't for all the quality, personalized legal advice you can get FOR FREE, just by reading slashdot.
it's a blue bright blue Saturday hey hey
Go directly to IP Lawyer!
This is VERY important. I will lay ALL of my karma on this! GO TO AN IP LAWYer!!!!!!!!!!!!!!!!!!
Evil people don't think they're evil. - George Lucas, Making of Ep III
THe important points in this are:
1)All copyrights for any source code, computer programs, scripts, etc written by you stay with you.
2)Company has a license in perpetuity to use, alter, and distribute them internally.
That way you keep the code, and the company gets the right to use and alter the code, a fair agreement. But for the love of god, get a lawyer to write the actual contract.
I still have more fans than freaks. WTF is wrong with you people?
posting here are several hundred IANAL replies. Go talk to an IP and/or contract lawyer. If your code's worth enough to you to try to protect your stake in it, then it's worth enough to do it right.
Check out the IEEE USA's sample consulting agreement at http://www.ieeeusa.org/business/library.asp>. You will find two approaches to dealing with intellectual property issues. One way the consultant retains all rights and delivers a license, and the other way, the consultant delivers all rights but retains a license.
(and you should) get it written with your interested in mind, do not worry about the company.
You do this becauseyou are not obligated to go after them for some percieved infraction, where they may go after you for one.
and if they have an issue, then you can adjust the contract to address that issue.
The Kruger Dunning explains most post on
However, if write code at home that does things that are clearly unrelated to what you do at work, the code is yours, unless you commit the mistake of using materials and resources provided to you by your employer, such as the laptop.
DO NOT reach a conclusion based on what you read in this thread! You must get competent legal advice and/or get conclusive information from your state government!
And your boss sounds like the most naive person I have read about as of yet. Usually what you do and create at work belongs to your employer, what you do in your spare time belongs to you. That is why you are paid during work hours and not paid when you are at home, that is the difference between your time and company time. But since your boss seems so eager to give away the IP rights that by all sense should belong to the company who pays you for developing it you should try to get them to allow it to be released under GNU GPL or Creative Commons.
9/11: Never forget it was a false-flag operation
So, here is my question of unexpected consequences. On every job, the code I wrote was the companies, and i was happy with that. The reason was that the company would be liable for any consequences of the code, and I would not have to worry about the code after I left. The flip side is that I could not use the code I wrote, but i could always rewrite if I had to. So, is there any legitimate worry about liability in this situation? Is ownership what one is looking for, or merely a license? Is it better for the company to license from you, of you from the company? This goes beyond the company doesn't own unrelated code i wrote in my own time' to 'I own the code the company uses and paid for me to write'. This seems kind of dangerous to all parties.
"She's a scientist and a lesbian. She's not going to let it slide." Orphan Black
Am I the only one who thought this was going to be about some guy who wanted to own his own IP address?
rooooar
OK, anyone who read this and thought about bringing in a server from home and running it off your company's bandwidth with a static IP address, raise your hand! ;)
Your manager may be very supportive, but I strongly suspect that the company's lawyers will quickly put the kibosh on your proposal.
"All your code is belong to me."
Get a lawyer. But google up some reading first and maybe even find some boilerplate to get a starting point. Get familiar with the real world issues surrounding employee/employer IP and make a list of nagging questions.
Lawyers tend to get overly expensive when you walk in and just say "I need a contract for abc" which leads to a lot of back and forth. You need to be integral to the process and do lots of homework. After all, if you end up in court, the paper is only worth what it's printed on if the basis for your mutual understanding was not well thought out and comprehensive.
$0.02.
YES!!! WHAT THE FUCK!!! GET A LAWYER!!!!!!!!!!!!!
Evil people don't think they're evil. - George Lucas, Making of Ep III
Sample Draft:
....
Narrator: In A.D. 2005, contract was beginning.
Boss: What happen ?
Flunky: Somebody set up us the contract experation.
Flunky2: We get contract.
Boss: What !
Flunky2: Main screen turn on.
Boss: It's you !!
You: How are you gentlemen !!
You: All my IP are belong to us.
You: You are on the way to signing.
Boss: What you say !!
You: You have no chance to back out make your time.
You: Ha Ha Ha Ha
Flunky2: Boss !!
Boss: Take off every 'Lawyer'!!
Flunky2: You know what you doing.
Boss: Move 'IP'.
Boss: For great justice.
DYWYPI?
Take a normal contract ... and put a "NOT!" after each sentence that sounds like it's somehow restricting your rights. Then, at the very end, put "etc. etc. etc.".
Is your IP in one of the following ranges: 10.0.0.0-10.255.255.255, 172.16.0.0-172.31 255.255, or 192.168.0.0-192.168.255.255? You already owned them IPs.
At most companies, you don't own your own IP, it is leased to you by the DHCP server... (Ducks and runs)
As a programmer, working for a company, anything you write for them on their time should 100% belong to them. Thats what they pay you for. Anything you write on your time should be yours 100%. Make this distinction.
Dont put something in like, "The company has the write to use and modify this code for their purpopses. I own the code and have the write to sell it".
Whats the boss supposed to think about that? They pay you to write something for them, and you turn around and expect them to give you rights to own and sell that product?
I wouldnt be impressed if an employee came up to me, asking me to sign an agreement that says I dont own the work that i'm paying you to create.
If you really do want ownership, present it in a way that makes bsuiness sense to your employer. If it's a sellable product you are going after, write up a business proposal, outlining the owner ship and profit sharing, etc. Why not cut the Boss in, besides, they have resources you can use, such as people to answer the phones ( support ), a pay check for you while you develop, markiting people, etc.
Ask for what you want, be fair, and convince the employer that you are really in the game to make them money as well as for your self.
I would have a meeting with the boss, the legal staff, and the primary stakeholders.
I would bring to the table a small portable grill, some marshmallows, chocolate, and graham crackers.
Then, when everyone was enjoying their s'mores, I would suggest linking hands and singing "Kumbaya."
You can't talk about Wikipedia's flaws on Wikipedia
Yes, I am an IP lawyer. However, you will find that any amount you spend getting an IP attorney who represents YOUR interests to draft an enforceable contract will pay for itself many times over just with the prevention of headaches and disputes. You are lucky to work at a company that will allow you to retain ownership in the IP you create. Keep in mind that you have no way of knowing with 100% certainty what the value of IP you create in the future will be. Best to make a small investment now in case there is a potentially large payoff later.
Laws affecting technology will always be bad until enough techies become lawyers.
you really should contact the ISP that is providing you with the connection. I dont know if they sell IP's but you can certainly rent one.
The war with islam is a war on the beast
The war on terror is a war for peace
http://www.gnu.org/copyleft/lesser.html - it allows use without "GPL infection", tho someone told me to use the BSD license instead.
If you don't own the IP, then you can't release it (legally) under GPL.
If you are hired to do a job.. the law may consider that the company owns the IP since you were a salaried employee.
Evil people don't think they're evil. - George Lucas, Making of Ep III
Sample IP Contract
Large List of IP Contracts Between Companies
Another sample IP contract
For he today that sheds his blood with me shall be my brother.
in an idiolistic world this is true but in a small company, or small IT environment. Crying lawyer will just make his boss uneasy in which case his boss will get a lawyer who will then claim the work is being done on company time and thus should belong to the company. I guess a good idea would be to get a lawyer but not let your boss realize this.
Then there are also the concerns regarding usage should you decide to use the firm.
As a second year law student I do have some advice to offer. Gratuitous promises generally aren't enforceable at law, even when the promise is on a piece of paper prefaced with "Contract". You want to make it appear as though the right to keep the intellectual property is in return for something. For example, you could state that your company is giving you the intellectual property rights as a bonus for some new service you will be providing the company. Unless restrictions of your initial work contract dictate otherwise, this is probably an enforceable modification to the original terms of the contract. Make the contract modification short in order to avoid ambiguity, and make sure your boss has the authority to give you the rights to your IP. Make sure it's signed, dated, and you're good to go. I haven't studied intellectual property law per se, so I don't know if there are any additional requirements to a contract modification such as the one you're proposing, but more likely than not it'll be enforceable even if it's written on the back of a McDonald's napkin.
Nothing beats professional Legal advise, so if you can avail it take it. This largely depends on your "employment agreement" or "contract agreement" with your employee in place.
You might want to draft an exclusive Copyright Assignment agreement that assigns copyright for all software written during the term of your employment contract to you. This is usually acceptable in circumstances where the company's core business does not depend on software 'IP' or the company wishes to allow employees to contribute to Open Source. It is best to have this done, even if your contract/employment agreement does not specify any clauses related to software created during the term of employment. Licensing the software you write, be they shell scripts or whatever else, is the next step (once you have gained copyright.) That's my $.02
No Greater Friend, No Greater Enemy! (Lucius Cornelius Sulla)
I think a fair way to do it would be for you to own the copyright on the code, but to release it under the GNU General Public License.
That way, they can continue to use the code in the event that you are promoted or are offered a better job elsewhere, and they do not have any legal concerns over you yanking it away from them. Moreover, you will continue to own the code and perhaps also sell it under your own proprietary licenses if you so choose.
You can write a general library which you will own. Then use that library in the company's proprietary code.
Chances are that if you get to 'legally correct', you will prompt the other side that they need a lawyer, too. Under those circumstances you may find that the company lawyer has enough objections that you end up without your code (or contract if that's your choice). If the company is small, you may just scare them off altogether.
I agree, you should consult an attorney (probably labor atty before IP atty), but if the contract is truly informal all the way around (you and company) then take the advice, but don't destroy the spirit of the informality... unless you feel it's the only way to accomplish your goal.
Keep in mind, too, that you should probably address the company's competitors and how you would treat them if they approached you for anything that could be even construed as business sensitive. If your employer gets to the lawyer phase, this will almost surely come up.
Cheers!
SCB
From the headline, I thought the guy was desperate for a static address.
-William
God is everything science has yet to explain.
So far I have read 30 replies talking about hiring a lawyer. Lawyers are really expensive if you didn't know already, and may not be worth the cost.
Do a little math before you shell out tons of money. Somet things to consider first are:
1) How much do you expect the code to be worth? Is it just some code you want to use on some projects of your own as a hobbie, or are you planning on turning it into a multi-million dollar piece of software?
2) What are the chances that your boss will know what you have done, care what you have done, and try to sue you for it, even though you have some sort of document worked out that states that you own the code? Sure everyone says nobody can be trusted, and that bad things happen, but give me a break. Does everyone honestly think that every mom and pop place will try to steal your code back from you, after they verbally conscented to let you have it, and even signed and agreed to some verson of a written contract?
I am tired of everyone telling me to hire lawyers. I have done many things myself, and there have been no problems at all. I have probably saved hundreds of thousands of dollars on legal fees. Think of legal fees as insurance. Buy it only for the projects that you think really really deserve it.
If you want to get mathematical, you can use the formula below:
(Potential Value of Software) * (Percantage Chance of Software Being Worth That Much / 100) * (Percentage Chance your boss will try to take it from you / 100) * (Percentage Chance he/she will succeed, despite a general agreement stating the contrary / 100). Compare that number with legal fee costs. You'll find it isnt always worth it. Sometimes it is.
But just because a lawyer didn't right it, doesnt mean it wont stand up.
Well, I made a group called Family, another one called Friends, one more named Work... and a whole group for my girlfriend only :D (and no, it's not empty)
English is not my native language. Corrections are not only welcome but encouraged. Thanks.
-Walenzack.
You should leave the company and go find one that's better managed. If management allows you to do things like this, they haven't thought about situations they may find themselves in down the road such as being aquired or taking the company public. That's a red flag highlighting their failure to think ahead.
Either way, I doubt your employer will be happy when he sees that every piece of software you write has to have a disclaimer attached saying $your_name expressly disclaims any warranties.
If you need a lawyer for trivial everday stuff like selling (or retaining) your work, you live in a country with a fucked-up legal system. As far as I can tell, most judges are fairly good at interpreting contracts fairly. Moreover, the chance that you will end up in court about this seems pretty miniscule.
Going to a lawyer might be safer. It might also complicate stuff so much that your company does not want to deal with it any more ("He got a lawyer, so now we need to get one, too...").
Stephan
Write some pseudocode for the contract.
The parent has a good suggestion. Write down what you want it to mean and when you go in to the lawyer you can hammer something out right away. I did this and it cost me ~$350 and an hour and a half with the lawyer that included coming up with a rough and final draft. It is worth it.
Depending on what your manager is most concerned about, this is a good opportunity to use the GPL licence to waylay any business continuity related fears.
IANAL but create a contract which says that:
- Any code that you create or modify is your original property as the author as laid out in copyright law.
- Any code or patches that you create for use by the company, are licenced to the company under a GPL, LGPL or BSD type licence. (This will probably depend on the software you are modifying.) This ensures that the business will always have access to the code thay they use, and can employ someone else to continue your work, should you get 'hit by a bus'.
This does not address any 'strategic' business concerns though, which big businesses seem to be most worried about. Business issues of a strategic nature (competitors getting access to the code, you running off to start your own competing) have not been adequately addressed in the the Open Source vs. Free Software debate, as old as it is. IBM seems to be one comapany willing to look at this seriously.
Having worked for a (failed) IT start-up that was anal about IP protection, my personally opinion is that a business needs to get their fundamental (and money making) operations right first. This leads to companies which are sustainable and actually care about their customers, which is a good thing. This is what you seem to be doing.
If the latter, maybe they'll just let you put it under some existing open-source license. There are dozens of them here; maybe some well-informed slashdotter (oxymoron? nah...) can suggest the best one for the purpose.
Odds are pretty good that you won't be able to sell your code anyway, not without attracting attention from your (ex-)employer when the stuff suddenly becomes valuable.
Have you read my blog lately?
Read a few example employee agreements and find one or several which seem to address the issues you have in front of you. Then, as most employee agreements will reserve all rights and property to the company, change the appropriate sections to reserve those rights and property to you, the employee.
I don't agree with employee agreements. I only sign them because my butt would be homeless if I didn't. At the very core most employee agreements are unethical. Upper HR management knows that employees interviewing for positions $100k/year need the paycheck far more than they need to argue about the finer points of the employee agreement.
fast as fast can be. you'll never catch me.
Nolo Press has a lot of good reference books and articles on this subject. http://www.nolo.com/
I don't read your sig. Why are you reading mine?
Don't forget access to your code sitting on their hardware. Protecting your copyright won't be of much use if the only copy of your code is sitting on their machines and you aren't allowed near them and your network account was cancelled 5 minutes after you were terminated. Or, if the company attempts to nullify the contract on the grounds that you illegally removed or copied code on their machines.
Don't assume today's friendliness will be there tomorrow. Treat it as a potentially adversarial relationship, even if it isn't.
Determine if the existing terms of your employment might override any contract, giving your employer the ability to argue in court that the arrangement was never valid.
Of course, get a lawyer. If the potential gain from protecting your rights isn't enough to pay for an attorney, maybe you ought not to bother.
-- Slashdot: When Public Access TV Says "No"
You might consider how you want to "own" the code. If you just want to be able to use it, modify, take to your next job, etc. the easiest thing to do is for the company to open source the code and not worry about the contracts. Consider it a form of shared ownership. This allows you to use it, them to use, and helps everyone. If you plan to make money off of it, well then then often the company wants a slice of the pie since it was done on company time.
given a situation at my current company from a while back, where a consultant came in to write some code, clear ownership was not established up front, and when we found a more profitable use for the code, he demanded more money, claiming he wound enforce his copyright to stop us. our lawyer agreed with him. we paid him to do work, and we still didn't own it because we didn't have a clear writing that said we owned copyright of all his work for us. i'm guessing that since you've not signed anything like that, you're in the same boat.
Skip all the "advice" here and go for more money, rather than intellectual rights. If you really think you're doing something that hasn't been done a thousand times, start a company on the side to own your code and keep it away from your employer until it's more mature.
It's kind of risky to end up owning something that you were hired to create if the company will continue to use it after you leave. If you end up using something that you created on this job for another company, you could get into hot water with both employers. Federal law, (I believe Title 17,) is very explicit that IP generated by an employee is owned by the employer. If you really want to own the IP that you create on a job, you'll need to be an independant contracter who provides a service.
No, I will not work for your startup
IANAL, but I have had experience with litigation.
Write down what you want the contract to do in plain English. A list is fine.
See if the IEEE has a sample contract that looks close to what you want. If so, modify it, if not, look for a Nolo Press contract that looks close to what you want.
Now, find an attorney that specializes in ip law.
Show the attorney your draft contract, and your description that you wrote in plain English.
This should minimize your legal expenses and maximize your chances of getting what you want.
Work bio at MMWD
the company when it comes to signing away copyright. So it doesn't matter what he thinks.
You're walking onto some dangerous turf. Ignore the BS here; see the company owners and a lawyer.
The company can agree that he does own it. If he saigns a contract with teh company that says in essence: "Anonymous guy retains the copyright to all code he writes for company X. He shall have the right to modify and resell it as he sees fit. For this he grants company X a perpetual, non-revokable right to use the code in any way they see fit for any of their projects."
Some employers that are nice might agree to just that. They don't have to, of course, but if he gets a well written signed contract, it will be legally binding. Form the sound of it, his company is willint to entertain the idea.
i'm a law student at franklin pierce law center in NH, and am currently working as a student attorney at out IP & Transaction Clinic (where we provide free legal services). if you are interested, then check out http://ipmall.info/news_activities/concomlawclinic .asp and contact us. we might be able to help you out...
Wink wink, nudge nudge. Say no more! Say no more!
Honestly, that's the first thing I though of, besides "Who the hell owns their IP anymore, you get that from your ISP!"
Give a man a fish and you have fed him for today. Teach a man to fish, and he'll say "WHERE'S MY FISH, YOU IDIOT?"
"I work as Sys Admin for a sporting company..."
Yeah, your boss is being a real good sport about this.
> 'Draft a document and get back to me'. Now what sort of stuff
> should I put in it?"
Reserve all rights to anything (not just code) you write or invent on your own time. Have the company assign you the copyright in any software you write on the job while retaining a non-exclusive license.
And, of course, have a lawyer review the document.
Warning: this article may contain humor, sarcasm, parody, and perhaps even irony. Read at your own risk.
All Your Code Are Belong To Us!
or something to that effect.
But I think that if you are salaried, you might not even get that sort of exemption unless you get it written into your contract. Hourly is different (I loved being an hourly employee at Microsoft-- you want what I have done on my own time, then pay me overtime for the thousands of hours I worked on it).
It is always best to have this spelled out in the contract for two reasons however:
1) Legal reasons (ask your lawyer here). Having clarity provides greater guidance in the event of one party threatening a lawsuit.
2) Business Reasons (don't need a lawyer for this one). Having clarity regarding what is deliverable is important. It keeps everyone on the same page and hence much more likely to be happy.
IME, it is best to start with #2, create drafts, and then go to a lawyer for these to get fleshed out.
LedgerSMB: Open source Accounting/ERP
I'll handle it like a responsible money-starved, doohicky-starved, Slashdotter! Trust me with it!
The company keeps control of any and all data that it provides and derivatives of such data. The company and it's successors also receive (a permanent license) to use and further develop any software you develop as a part of your work there (I presume that they also get a copy of the software and permissin to further develop/maintain it internally).
You retain the ownership rights to the software and methods you develop. (I presume that you have some sort of a non-compete agreement in the contract).
If it's a gentleman's agreement, this should be about as much as you need, and stave off most litigation. If one or the other of you intends to hire the likes of Boies-Shiller (the so&so,s running the abortive SCO litigation), then I'd suggest you hire a real lawyer now.
Free Software: Like love, it grows best when given away.
He's employed as a Sys Admin, not a programmer. While Sys Admins program a lot, it tends to be of the internal sort, not creating products for customers. He isn't being paid to program, he's writing programs to make his job easier and wants to retain ownership of that code. Try to RTFA before posting garbage.
I own my IP at the company I work for. :-)
it is 127.0.0.1
One way to do shared use of your work that is pretty common is to say that the company owns the code and all associated copyrights and/or patents; and the company grants you a perpetual, fully-paid-up, nonrevocable license to use, license, copy, sell, distribute, and otherwise exploit all of the code you write, without notice. It can specify that the company
You do need to talk with a lawyer, unfortunately, to try to cover all the corner cases. It should only take an hour or two of his time if he has ever done this before. That should set you back around $300 to $600 total. Ask in advance if he can do it for $300 (or whatever you want to spend).
You can own your 127.0.0.1 just fine.
Deus est fatalis
If you are in the US and a true W-2 employee, it is actually unclear the best way to do this, because: (i) by operation of law, the work is probably Work Made for Hire; and (ii) because of (i), your employer is deemed to be the *author* of the copyright in the work. In this case, in an odd twist, the best way to handle it is probably to either GPL or open source it, or assign the copyright back to you. Making an agreement that tries to retroactively modify who is deemed to be the author (such as backdating it) may not work. This problem arises because you already created a work of authorship.
If you are a US 1099 independent contractor, you are already the author and owner of the copyright in the code (which explains my comment at the top).
If the code involves a potentially patentable idea, the rules are completely different. Unless you were "hired to invent" (and from the post, you were not), even if you are a US W-2 employee, you are the inventor and there is no implied duty to assign the patent; the best the company has is a shop right (limited internal license). Hence, again, my comment at the top.
If your employer truly is this generous (or potentially this dumb), when I am counsel for the employee, I usually ask the employer's counsel to draft the agreement, if they are competent - this costs less.
The posts about determining value and risk are good advice - if this is just ASP or scripting of hacked together GPL code (indeed, if it contains GPL code or derivatives) and is not really a true application - you do not need a lawyer and are probably better off without even an agreement in writing.
If, however, this is a valuable code and it will matter down the line who owns it and who has a license, and the scope of that license, *good* lawyers will save you the $'s in the end.
I practice and teach in this area. The answer is never that you should *always* hire a lawyer, or never hire a lawyer. But I can tell you that if value presents itself later and proper agreements are not in place, you will either abandon the code or spend much more fixing the problems.
To put it in terms of a computer analogy - I still write software code/scripts for may non profits and simple sites - and we do not do formal agreements; but if there is any significant commercial issue, I hire a professional programmer/developer or real techie. The trick is knowing when the issue is serious enough to call on a professional.
If you want to do it yourself, I often recommend starting at Lawguru. - mikeYou can have:
127.0.0.1
But, you have to use all of the 192.168.0 block for work purposes first.
Anyway when you have more experience you will soon discover that each time you move from one company to another there will be no actual value to those three backup shell scripts or this intranet thingy where the receptionist publish the address book.
Your value is in your knowledge, not on a few lines of code.
lucm, indeed.
I agree with you to a certain extent. If he's got a good relationship with his manager, then he doesn't want to make it at all adversarial. And to a lot of people, when you start bringing lawyers into the equation, that suddenly makes everything a contest where someone's going to win and somebody's going to lose.
However if this guy puts any value on his own Intellectual Property, he needs to have a good contract. And a good contract requires a good lawyer, in the same sense that good software requires a good programmer.
If a lawyer needed his financial software rewritten, and posted a question about it on a lawyer's discussion forum somewhere, he'd probably be told to go find someone who knows financial software. Likewise when a computer programmer needs a good contract written to protect what he produces, it makes sense for him to go to a contracts lawyer to write one.
It may turn out that the contract is just standard boilerplate, but we don't know enough about the guy's situation to say that. There might be some special considerations involved, and the person best equipped to handle that is someone who does it for a living. If it does turn out to be something fairly standard, then it won't take more than a few hours for the lawyer, and the cost (obviously not cheap in absolute terms, but relative to the value of the property and income it will protect) will be negligible. And if it does turn out to be more complicated and require Serious Money, then he just needs to be glad that he hired someone capable of dealing with those complications rather than going it alone and finding out later that his contract's not valid or has some huge hole or unforeseen consequence in it.
"Ladies and gentlemen, my killbot features Lotus Notes and a machine gun. It is the finest available."
The worst thing you can do is bring this up. Now, you've made an issue out of it and even worse you've brought it to their attention.
If they employee you, the code belongs to them PERIOD. This is true everywhere in the US. You think that guys who right code at Sun, MS, Apple can lay claim to what they've written?
If you work for a small, informal compnay or university, this is normally not an issue unless you make it one. You've now done that. Bad idea... really bad idea. you should have kept your mouth shut and a copy of your code at home.
Owning an IP in a company is not at all a problem. Procedure:
....
:p
1. locate your sys admin
2. bribe him with beer/ whiskey/ chocolate fish
3. have your MAC address ready
4. your own static IP
5.
6. profit
Oh, we are talking about another type of IP here
Forget step 1,3,4,5,6 then.
You can both hire a lawyer, and explain to him/her what it is you want. The lawyer will then (1) draw up the contract, and (2) explain to both of you who gets what when you part company. If you aren't comfortable with it, you negotiate, lather, rinse, repeat until you have a signed document.
Of course, standard disclaimers apply to this comment.
I don't want to own most of my Code, It is not that it is bad or anything and I try to produce it at as High Quality as possible. But if I own the IP of my Code then if something happends to it causing major money to be loss, I don't want to be responsible for it. I tend to work at an hourly rate I am paid to write code for my customer when I am done the code is theirs. Any problem it is there look out, if they want to higher me to fix it, I will, many times ill fix it out of certicy, but if they want to alter it they can, if they want to package it and sell it for millions without paying me a dime, they can, as far as I am conserned they paid me to write software for them. If I decide to leave my job and do other things I don't want to be responsible for keeping it going. But what you should look out for which some evil companies may do is try to own the information in your head, so if I solved a problem one way and in my next job I did it simularly then I would have issue with that.
If something is so important that you feel the need to post it on the internet... It probably isn't that important.
In dealing with a contractual issue, I heard/learned that the party writing the contract is under a higher burden of proof because, presumably, they had the most understanding of the arrangement and if they failed to put something in the contract, well...screw 'em.
You might want to put the burden back on the other guy. He may know this. Although, IMHO, if they don't care, and you're a sysadmin seeking to keep IP rights over shell scripts, it's probably not important.
In a similar situation, I went to a tech specialist lawyer for advice. $2,000 dollars later he gave me a contract that would make me an intellectual slave to the company for the rest of my life. He refused to write anything else as "It is all standard", even though I was the customer (not the company). I told the laywer off, refused payment, and returned the document. Then I put something together myself...
I am not a lawyer, but standard clauses seem to be statement of area for contract to be governed by local laws, headers is not part of the contract (only convenience), and a clause stating if part of the contract is void the rest still pertains.
In regards to intellectual property, you want to retain all rights of copyright and patent on all digital creations and processes while providing a life-time license of use to the current company.
Once again, this "anonymous coward" is not a lawyer, and use this information at your own risk!
It may be prudent to make a detailed separation of issues, to segregate "work" from "personal", but do not fail to include issues of "licensing".
For instance, you may write code that is "personal" but would not be bad for "work",
and vice versa.
This not only benefits both parties by making such material easily transferable without any re-drafting of the agreement, but also helps identify and protect any "grey areas" that might come up. Something along the lines of "in cases where it is not clear as to the specific purposes, both parties agree to share the license".
Don't rely on a 'gentlemans agreement'; if your boss gets disappeared from being your supervisor, the next one may not be a gentleman you'd want to agree with...
"Eustace? Eustace? Are you there? Are you there?" = John Leeming
Buy the book "Legal Care For Your Software", published by Nolo Press
If you are intelligent enough to write computer software, you are probably intelligent enough to write a simple legal contract, especially when you can cut-and-paste most of it from examples in the book. I've been writing my own IP contracts for years, never had a bit of legal trouble so far, and don't expect any in the future. I think if you read the book you will find it is not as hard as a lot of people make it sound. I am not a laywer, and honestly, I doubt you need one.
There it is, I said it, now what the heck do you think of that?
one of the big things here is you both agree that the code belongs to you, and that you will allow them to use it, even if you leave the company. you also agree that the data is the property of the company... so far, thats pretty vanilla. an important question on the licensing though, are you ok with them reverse engineering your source code? thats an important factor to include into the contract, as it can definitely limit what they can do with the code after you leave, and might also allow you to gain residual income from providing platform upgrades as time goes by, even after you've left said company. also, whether or not you will be allowed to pedal this code to another employer at another time. (even if you THINK you will never do this, it's good to know you can, ya never know whats around the corner) i definitely agree you should probably consult witha lawyer, you should be able to do this pretty cheaply... you probably won't want him to know you've gone to that extravagance though, as it might make him rethink, and take a much more conservative stance. i would suggest making sure you have the contract properly notarized though, to be certain it holds up in court.
It is possible, just possible, that an entire sub-set of the world's working citizens have gone to college and some form of graduate school just so they can do things like write contract law.
Do you think, maybe, that something as important as, say, drafting a legal document that is supposed to protect your rights, might best be done at least in consult with a professional?
It isn't just that nothing beats consulting a professional in this situation, it is that nothing other than consulting a professional is even remotely f'ing adequate.
Some people just do not use their common sense...
For me it was a 1-page email from the owner. It said, basically, "For the following list of properties, all copyrights will vest in me directly, not in the company, and I will grant the company an unlimited, non-exclusive license to use them, duplicate them and create derivative works for no additional compensation. For this other list of things, the copyrights will vest in the company and the company grants and will grant me an unlimited non-exclusive right to use them, duplicate them and create derivative works for no additional compensation."
Worked great. When I eventually left, I walked away with rights to some fine network management and email software that I'm using in my current job.
One simple thing to watch for as you write your contract: You can't grant any rights to an intellectual property that does not exist. Thus for anything where the copyright will vest in the company, they can't pre-grant you rights; they can only agree to grant you rights later once it exists. Make sure the contract explicitly says that because a pre-grant statement is void; a court will not and can not read it to mean that they agreed to grant those rights later. Even if you never follow through and get them to sign the rights over, the agreement to do so will make it impossible for them to sue -- which is just as good.
Also note that unless you're a W2 employee, all copyrights automatically vest in you anyway and remain your property until you explicitly sign them over. There are a few exceptions to this rule, but "I signed a contract which says..." is not one of them. If you do your own witholding, you're better off just keeping your mouth shut and letting them think whatever they want. The IP is yours.
Moderating "-1, Disagree" is simple censorship. Have the guts to post your opinion.
That falls under a decent backup policy. Remember, the guy's a sysadmin, so he presumably knows enough to keep a copy of his work offsite, like at home.
Asking the employer to grant him post-termination access is unreasonable. Sure, lots of people get asked to do consulting duty after leaving a job, but you don't know beforehand what the relationship will be.
Raise your children as if you were teaching them to raise your grandchildren, because you are.
Whoever retains copyright (doesn't much matter) gives a BSD licensed copy to the other party. The contract can state that Jim owns the copyright on all software he writes in his professional capacity at Company, and Jim grants Company the BSD, or MIT, or GPL, or all three (just to put the user, Company, in the best possible legal position) licenses on all such copyrighted software.
Don't walk, RUN, and find yourself a lawyer. You just hit jackpot and you need to protect it beyond the IANAL hordes here at Slashdot.
Beyond that, the only recommendation that I can give you is to make some kind of provision to protect your employer from getting in trouble down the road while using your IP. Say you work for him for a few years, then you move on and lucky you, somebody buys your IP at a handsome premium. You don't want your ex-employer to get screwed by the new owner of the IP. For example, he may still be using the works you generated.
What I would do is this: in exchange for the oh-so-wildly-generous offer to allow me to own the IP for my hard work while under employment, I would be happy to grant this nice guy a limited license that allows him perpetual use of the works as is. He can use them until they are obsolete, he gets no support, etc. And he won't get harrassed by the new owner of the IP.
Now, I don't have to do this, but what the hell, it does not cost me anything.
Pedro
----
The Insomniac Coder
If you had some libraries that you wrote in your time and brought it, you will want to keep them.
GET A LAWYER!
... did I mention that you should get a lawyer? Well, you should.
Oh
The higher the technology, the sharper that two-edged sword.
First tip: don't hire a lawyer at all.
There are many, many reasons to keep lawyers out of it but these are the ones that come to mind:
1. With all due respect, given where you are in your career you haven't the funds to pay some non-technical, blood-sucker $400/hr to fill your head with vague answers for months while running up a huge tab and in the end doing everything he can to get you to settle out of court. Sometimes lawyers are necessary- this isn't one of those times (please read on).
2. If you have only been spending time recently writing this code there cannot be that much of it. What I would do is write a separate document hilighting each class and method that has been written- create an interface specification document that includes a simple sentence on each class and each method and the signature (input/output parameters) for each. Don't rewrite the code yet, just create the skeleton document. Your goal here is NOT to steal proprietary information (and if this is a general web site there isn't going to be anything that's rocket science (no offense intended)). I would bet dollars to doughnuts if you went back and looked at some of that code today you could think of some great ways to re-write it to make it more re-usable.
In most production environments too much time is given to fixing code when an investment in design up front would have solved many many problems down the line. Once you have the aforementioned interface specification document take it home and write the BETTER code on your home machine, on your own time. This way you aren't using company time or property and since you haven't signed a contract with them they don't currently own the work you do on your own time.
As an aside, most large companies do make their empoloyees sign harshly crafted intellectual property aggreements that favor the employer. I ALWAYS read these carefully and add an addendum that clearly states I own what I create on my own time that has nothing to do with the company's line of business and I give specific examples of the product areas I'm currently researching.
3. By letting this thing go- giving the company the rights to this (small) specific code you are fostering good will with them in the long term. Almost no one works for the same company their whole life anymore. You will want good references from these guys when you leave them for the next big thing. After you have honed your skills for a couple of years you will come to see you are being paid 15% or more below what you could get if you moved on to another comapany-- it almost always works that way because companies figure it's too much of a pain for you to leave. You will have to decide if the environment fosters / supports your doing enough development work at home for you to pursue a dream of true independence or if you should leave for another company. Either way you'll want the good reference of some of the people you work with so don't burn the bridges by hiring a lawyer at this juncture. If you do it quickly becomes a you-versus-them environment and they won't likely consider you for advancement if they believe you aren't a team player.
4. The fact that you realized you bring something of value to the table is fantastic. Congrats on that. Now hone those skills and begin to build some reusable class libraries you will own and can license out to whoever wants to pay for it. If your next employer isn't interested in buying the use of your libraries, contract to them for an hourly rate and charge the hours it took you to develop that same code whenever it appears fitting to slip stream parts of it into their efforts. Along the way you will also learn the art of negotiation- ways of helping clients feel more comfortable that you and careful integration of parts of your code can help them better serve their customers.
5. Take with a grain of salt any writing that espouses open source. It might seem like a cheery, kum-bai-ya thing to do when you are in your early twenties. But when you're
Cogito Ergo Sum
You need to hire a lawyer - as an employee, the copyrightable stuff (pretty much all of the stuff) you create in the course of your employment is AUTOMATICALLY owned by your employer pursuant to the terms of the Copyright Act of 1976, as amended. You need to make sure that you OWN the rights and that the COMPANY gets a license. To do so, you need to craft a special agreement. Note - you also need to address patent and trade secret rights.
IANAL.
Sounds innocuous online, many people say it, but this time, or any time you're dealing with anything which COULD GET DRAGGED INTO COURT, find someone who actually says, "IAAL".
You don't want the nasty side effects of nothing written:
1. Verbal agreements are worth the paper they're printed on (aka nada).
2. Clear, defined boundaries on What Is X-Corp and What Is Yours precludes a claim by the employer of code ownership.
3. When you leave the company, there will be less bad blood between you and X-Corp.. which will make them usable reference when you try to work at Y, Ltd.
4. YOU COULD GET SUED!
$100 at a lawyer now will save $250 per hr later.
I used to be someone else. Now I'm someone better.
Real life is underrated.
Hey, IAAL and an IP lawyer to boot (but I'm not looking for work -- this is free advice -- and to prove I'm a lawyer, no warranties, express or implied come with this advice; use at your own risk; and you really should consult a lawyer, etc.). Two things: 1) Be sure you find a lawyer that can write a contract in simple English; most can't. Ask to see a contract he or she wrote for some other purpose. See how it sounds to you. When I draft agreements like you probably need, I want it to sound very conversational and casual so that it doesn't scare the other side into the arms of their own lawyers. 2) Be sure the lawyer knows something about copyright law and especially about "works made for hire." If he or she gives you a blank look, you need to find another lawyer. Under the "works made for hire doctrine," as an employee, your employer automatically owns everything you do for your job. Absent a written agreement, consultants generally own everything they create. Do a google search on "work made for hire" and read some of the first few hits. (The copyright office has a decent circular that came up first on the results for me.) Good luck.
I was working for a government contractor, and I wrote two programs for the Naval Aviation Depot in Jacksonville, Florida. Normally the government puts in the contracts that they own all of the source code for the programs, but it wasn't in this contract. Not even implied. Also, the contracting company I worked for refused to take posession of the source code because they didn't operate that way. To make a long story short, I ended up the sole owner of the source code for both applications. I was told this by my company's lawyer, by the way.
Normally, when you work for a company, you sign a form that states any software you create for the company becomes the property of said company. Make sure you read the contract and even get legal advice before assuming you own it.
No matter where you go... there you are.
Read Center for Creative Non-violence v. Reid. IANAL, but this is highly apropos.
"Work for hire" is *very* specific. Under US copyright law, for a work to be a "work for hire" it must meet a long list of conditions, and the contract that specifically transfers copyright must include the phrase "work for hire". Simply being hired as a programmer doesn't mean that the company you work for owns the copyright to your work under some sort of "work for hire" clause in the law.
The OPs work is almost certainly not a "work for hire" under US copyright law.
And always remember without a contract that specifically and clearly transfers ownership of copyrights, they're not transferred.
I know. That fact got me a 5-figure sum of cash. Of course, I was working out of my home on my machines with no supervision, which all matters.
Oh, I also retained one of the best IP lawyers in the country. That's definitely one thing the OP needs to do: get a lawyer.
Remember that in copyright law there is something called "scope of employment" This means that if you are paid to write code, but end up painting a masterpiece on canvas during company time you still own the copyright to the painting.
Your employer can only own your creative works as long as they are within the scope of your employment, or unless of course you license it to them.
Libertas in infinitum
As an independent consultant/programmer/software engineer, I've made it a policy for YEARS that I do not work under circumstances where I don't own the resulting code.
I have my lawyer (hint hint!) draw up contracts such that I own the code, and the client(s) receive a transferrable, unlimited-use license to use/update the software. (I usually provide sources)
Generally, how I get clients to agree to this is: "A large part of my worth on this project is all the tools, functions, and pre-existing code from other projects that I'll be using in your project. I ask in return that pieces of the software I write for you can be used in other projects.".
If they balk at that, I ask them if they're willing to see the cost of the project triple as I re-write all this stuff from previous projects. I stress that they will be given generous licenses to the software that won't inhibit their use of the software. I generally agree to a non-compete clause in the contract when the client asks for it, though I have my lawyer draft it so it's not draconian.
I've never had anybody want to pay 3x as much, and I end up owning full copyrights to the sources for everything I write, and have for years.
I have no problem with your religion until you decide it's reason to deprive others of the truth.
SCO ?
Use the clauses from the original contract and modify them so that they mention exactly what you own and just change the company's name for your name.
-Palal
Copyright . Unlimited usage rights are granted to . All other rights reserved.
It's my understanding that if you're an employee then the work you create within your scope of employment is a work for hire regardless of any agreement or lack of an agreement. They'd have to give you a written transfer of copyright ownership, and I'm not sure they can do that until after the work is created. Really it sounds like you want to be an independent contractor, not an employee.
If you want to remain an employee, then the best you can probably hope for is a "royalty-free, perpetual, irrevocable, non-exclusive and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display all works (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed." Something like that. When you're an employee, you're acting as an agent of the corporation. You're not the author of those software programs, your employer is.
I agree with previous posts, talking with a lawyer to define your position is not necessarily a bad thing. Since you do not want to "spook" or taint your amicable relationship, your employer does not need to know that a lawyer has advised you.
Whatever agreement you come up with, simpler is better. The more words you put into it, you increase the chances for loopholes and confusion and other nasties to creep in.
I work for a small company the develops software that is sold as product as well as develops software for other companies. Our standard contract/license states that what we had when we started the development is ours and stays ours. Code developed on their nickel falls into one of three cases. Case 1: They pay lots of money to own the developed code outright and to retain all/exclusive rights to it. They can sell it, share it, give it away. It's theirs. Case 2: They pay not quite so much money and have unlimited irrevocable rights to use the code internally, but they cannot sell it, share it, or give it away. We have rights to use and sell the code, but may agree to not sell the code to specific identified competitors of theirs. Case 3: We own the code outright, and they simply have a license to use it. They get no source code, and their right of use typically isn't transferable (that is, they cannot transfer their license to another party even if they erase it from their machines). Your situation most likely falls into case 2, especially if you used parts of the codebase that you own for the software you delivered to them.
If you do not consult a lawyer before drafting your agreement, remember to keep whatever you write simple. If you are not a lawyer, don't try to talk or write one. Use straighforward language and write down exactly what you feel is fair. The key point is to end up with an agreement that you and your employer understand and find mutually acceptable. As our attorney has lectured us - contracts are what you end up falling back to when you can't agree on what was said. Any competent judge will first try to determine what the core understanding was supposed to be before diving into the verbage of a contract.
1. Don't do stupid things and
2. Don't get involved with stupid people.
There are many horror stories of people tying to get by on the cheap without an attorney's help - especially in contracts. Don't do it. Go find an attorney and pay the money to get him to write your contract. After all, you can sue the attorney if he messes up! But if you do it and mess up, then you didn't follow rule #1.
And if your boss doesn't want to work with an attorney, then look at rule #2.
The topic had me confused, why does he want to own his own IP address?
If you can't sell it or release it, in what possible way can you be said to own it? Sounds to me like you have a license to use this code in your own projects, so long as such use does not involve sale or release.
I agree completely.And here's one key reason why.
Suppose your current boss either sells the company, or he suddenly dies, and it gets sold to someone else.
Unless you have a written agreement which CLEARLY calls out your ownership, the software which you claim may no longer be yours. If it becomes of value, there's a real good probability that someone else will make a claim on it if they can. It's amazing how people come out of the woodwork when there's a possibility of money to be had.
If for no other reason than to settle out of court for a few tens-of-thousands of dollars (that is, what it would cost you for legal defense). Or, in the worst case, a judge will take your property away from you, and give it to someone else. There are a LOT of sleazy quick-buck artists out there who would view it as easy as taking candy from a baby, and would do so with any qualms whatsoever.
I've seen a number of ugly situations which really shouldn't have happened. Fortunately, not with myself because I've learned from others.
A good lawyer can save you from letting a lot of grief happening.
The best way to predict the future is to create it. - Peter Drucker.
Signature omitted in order to save space. Thanks for your understanding.
Here's ours. I designed it to be the fair contract that I always wanted when I worked for others. It's enough to put into writing the basic promisses to which both sides always agree. It basically amounts to the company owning the code, and the programmer being able to use the parts they've written to do anything without restricting the company from using the code forever. It's one legal sized page. http://www.holophrasticenterprises.com/participati on.html
you cannot write a contract about IP. I doubt you even have the trademarks, servicemarks, and patents that normally get blended in to that misnomer.
You contract needs to be copyright ownership of code, and that is fairly simple.
Actually, his new contract should read "all your codebase are belong to us".
You're an engineer, code monkey, semi-pro programmer, whatever.
You come to Slashdot asking for a legal contract.
At this point, I sorta doubt you're smart enough to code anything worth having the rights to in the first place.
I don't mean to be a cruel insensitive troll - well, maybe just a troll - but WTF is the matter with you? Go give $200 to a lawyer for an hour of his time and get some real advice. If owning your code isn't worth that $200, then who cares who owns it?
Christ. Next up on Ask Slashdot - Where do y'all think I should get some legal books 'n' stuff so I can represent myself at trial?
To be followed by - Can anyone recommend some good tools for the cholecystectomy I'm planning to do on myself?
You seem to get along well with your boss, which is a plus.
First of all the concept of IP itself is flaky at best. Keep that in mind before pestering your boss and yourself to much in advance.
If it's just another dynamic website that you can DL of the web by the millions don't raise to much fuss. You'll cause more trouble than it's worth.
I'd do the following:
If he actually pay'd your time well and you had no inclination to do the app on your own it's only fair to have him and you both own the copyright to the code seperately but thus with equal rights.
Each with the right to build a 30 000 $ Application from it, relicence it as OSS or both.
That's the easiest for good bosses/clients who do well at keeping you alive for the project you're doing for them: You pay me well for the result == you get simultanious copyright to all I did on the project. Not unique, but all the same.
If you're a freelancer and he doesn't want you to sell it to competition at all, you'll have to cut another type of deal.
Mine usually is: I get paid for result, not time (which means more money, more freedom but more responebility), client owns code, me own code (as above) but the project goes GPL aswell, with both as authors. Usually we agree to both work on new opportunities for business.
Agreeing on an all out release under OSS is a good way to avoid 'ownage' fights which can get irrational very fast and is a good way of keeping/re-establishing the peace between partners/clients. And a marketing tool aswell of course.
We suffer more in our imagination than in reality. - Seneca
I'll give you #1.
2. The reason companies spend too much time fixing code is not because of poor design, but because they don't take a proactive approach to maintaining their stuff. The idea of rewriting things that you would do differently the second time - that should be part of what you are doing as a developer. If you know it could be rewritten better, it is your responsibility to do it. If you don't have the time, then I don't want to hear about it when it breaks down or a new requirement emerges that causes the existing design to crumble.
3. No one uses references anymore. Well, I guess the government uses them, but usually because they are clueless about hiring anyway. For most situations, they are useless and a legal nightmare. I'm all about not burning bridges, but that is because I'm all about not burning bridges, not because I can get a reference.
4. No one wants your class libraries. No one. They want solutions. They will hire you if they think you can give them a solution for the problem they have. If your class library helps you do that, then great. If you contribute your code to an open source class library, which then improves your ability to provide solutions, that is even better.
5. When you are 40 years old with three kids and your company is going under, it might be time to switch jobs. It is going to look a heck of a lot better if you can demonstrate a significant contribution to an open source project than it will to say that you've got a nifty stove-pipe class library.
This is very probably 100% about copyright. Why don't you say so then?
The "employee" doctrine is a default position. If the issue of IP/copyrights has not been resolved as between the parties, then the court will apply default rules (e.g. if made by an employee, the employer owns it; if made by an independent contractor, then the contractor owns it unless it is a "work for hire"). If the parties choose to contract out of the default position, they are entitled to do so.
Tuck
Tuck's Journal.
The first thing you need to do is have this manager bronzed!
But yeah, you need an IP lawyer.
-CR
"So is the BSD licence even more 'free' (than GPLv2)? Yes. Unquestionably." --Linus Torvalds (TinyURL.com/2vugzl)
Next week, italics.
IANAL.
But, the law generally works on reasonable expectations. Maybe if I can describe some of the points, you might understand your company's position (not your boss's).
(1)
Your commercial relationship is with the company you work for, not your boss.
(2)
There are certain commercial points of law that you should be aware of that will override any informal agreement you and your boss have. Very generally:
If your company was to be sold, floated or bankrupt the buyer, investor or administrator would want a clear idea of what value the company has within it. This value takes the form of assets such as buildings, vehicles, machinery, contracts and yes, any IP created by people like you.
(3)
If the IP is in doubt then buyers and investors will steer clear until it is sorted out. Until it is, its value is practically nil.
(4)
Some IP is more more valuable than other IP.
Reasonably vanilla shell scripts implementing emails, lookups, scp, backups, reports and such have relatively little value since they can be easily replaced by anyone skilled in the art.
C++ code implementing like a super-fast compression method or a super-addictive game, would obviously have much more value.
(5)
Executives are obliged by law to "do the right thing" for the company. This pretty much means finding a way to clarify the situation described in (2) so as to avoid the situation described in (3). The steps they take would usually be pragmatic and proportional to the value of the IP(4).
(6)
When a programmer writes code, the copyright belongs to him. Period. If it comes from your hand then its your copyright. HOWEVER, the law allows for mechanisms such as licensing to permit other people to use that copyright.
(7)
It is reasonable, normal and well acknowledged among UK contractors that when a programmer writes code, the copyright belongs to him(6). However, by doing paid work for a company on company time, you implicity grant that company an exclusive and irrevocable license to use, modify, distribute, etc all or part of your copyrighted code in perpetuity and royalty free unless otherwise stated specifically and at executive level. From the company's point of view this comprehensive license is a reasonable expectation after paying you for your time.
NOTE - This is the UK, not the US.
The reality is that most programmers have a favourite personal library of code that they dip into to and enhance throughout their careers. All managers know it but dont care. There is a net gain to be had by you copying your pet insertion sort than you writing and debugging one from scratch, even if it means you spent an hour enhancing it and taking the enhancement with you to the next job.
However, a company "X Inc" employing a programmer to invent and code up a very specific bioinformatics algorithm may well need something a little stronger than the implicit license described in(7). They would therefore ask you to sign something extra that suits my point (2) to (5) above. Non-compete clauses start to arise.
Conversely, an independent programmer who invents such an algorithm in his spare time and who then does a deal with "X Inc" to distribute it would grant a much more limited license with time limits, royalties and other clauses that tilt the balance back towards him.
Here's the bad news.
Companies are by their nature and the rules of law that they have to operate by, the most vicious, opportunistic, psychotic carnivores you have ever seen. Better still, executives can go to jail if they dont work in the best interests of the mad psycho that employs them. They have no choice, unless they are being asked to go beyond the law.
If you want your IP to be protected any more than the reasonable scenario described in (7) then you have to get it in writing from a company executive, and get a lawyer to look it over.
The world is full of nice guys who trusted the people with power over them to do the right thing and then got shafted. Please dont be one of them.
I wish at was Friday, but I dont want to wish my life away. So I wish it was last Friday.
Make sure, first, that it's ok for your manager to make said decision. You may not want your manager getting in trouble for signing something he's not technically allowed to. Anything you write on the clock is owned by the company (normally) so you may need to go higher than your manager.
If I were going to write such a contract I'd make it clear that I own code that I write on my own time with my own resources (of course, you're already granted this protection in many states, so that may be superfluous).
If you really want to use the tools later yourself (which I don't think is unreasonable either), then perhaps you could turn around this idea of a license agreement and say that *they* grant *you* a non-revokable, transferrable, no-royalty license to use the code on future projects, without limitation. Then you're in alignment with the default legal state of affairs of the code being work-for-hire, but you're still allowed to use it as you like.
If you try to reverse the default legal state of affairs, that's where you start needing a lawyer, IMO, because it's going to be up to you to prove that the agreement is valid that way. A simple license is something you can find text for in a lot of places, and is a common thing that would be hard to argue against.
BTW, don't count on the GPL to protect you here. Unless the code is distributed (and the company could argue that it's a trade secret that you misappropriated if you do it yourself), the GPL doesn't really provide any useful rights.
"courtesy" is the only word that appears to fit there... and one whose spelling you've managled terribly. I seriously had to guess and it took me a few seconds. Oh, and you are lazy sod too from your post... take pride in your work, dont drop it till its done, and be responsible for it. You aren't a programmer but an overpaid burger flipper "pay me hourly, I'm done when I'm done".
Hi... I'm a lawyer who works in this field quite a lot, and have a few pointers for you. Some have offered the advice to take a pass at writing up your own contract terms before visiting a lawyer... I think it better to just write out the bullet points, let the lawyer draft the contract language. It'll save the lawyer's time because he doesn't have to decipher your meaning, just the fundamental issues. Some have pointed to "sample" or "model" contracts. These are a great tool and will help you identify the issues. If you give them to the attorney you hire, it'll save lots of research time, and consequently save you money. Although the Work Made For Hire doctrine has been thrown around here quite a bit, it IS possible to contract AROUND the basic rule. HEre's the deal: Basic Rule = employee's work product created during work hours belongs to the employer. Similarly, in certain circumstances, work product created during off-work hours (if of the type normally created during work) may belong to the employer too. In fact, some employers reach even farther... claiming to own EVERYTHING you create while on their payroll, regardless of when, where or why created. SO, your employment contract should state VERY clearly the scope of your work responsibilities, hours, and the nature of ownership of the results and proceeds of your efforts. As I said, It IS possible to make ownerhsip of your intellectual property a part of the contract... think of it as part of your compensation. You're well advised to get a lawyer working on this for you. the few hundred dollars it costs will be well spent. Good luck, -Gordon Firemark
If it isn't new an innovative, and there are already common practice standard ways of developing the business software for the same product in the end, the company should own the code, not the developer being paid to construct it.
If the code REQUIRED innovation or a 'new way' of doing something, and the developer came up with the innovative way of 'doing it', then the developer should have rights to that 'new way' of doing it. ONLY if there isn't already another common method of producing the same result.
I have a feeling this topic could get really sticky. Who owns what and why.
The first post was right - get a lawyer and don't listen to me or anyone else.