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?"

Comments

Easy

[knoebelsPT]

Hire an IP lawyer.

Just some basics

[Ahnteis]

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.

I second this!

[Karma_fucker_sucker]

Do Not pass Go!

Go directly to IP Lawyer!

This is VERY important. I will lay ALL of my karma on this! GO TO AN IP LAWYer!!!!!!!!!!!!!!!!!!

Re:I second this!

[dindi]

"Hiring a lawyer will scare him."

I have to disagree. If they want a contract at all, getting a lawyer's advice is a good thing.

I worked many times "on verbal agreement" which on the other hand can be bad (especially when you end up doing something you were hired for - e.g they figure out that you speak languages, so you "help" with customers and similar).

Besides the lawyer: put it into the agreement what you are supposed to do!
As a sysadmin I ended up doing "under the belt" jobs many times that did not fit my qualification and was not in my contract. As a programmer you probably aren't in big danger on that field, but sysadmins can easily end up doing cabling in rather bad places or doing stuff that is maybe OK for the "summer intern" but not a qualified professional.

More simply said: put it in there what you are not willing to do on a regular basis or not at all.

Most important for a sysadmin: restrict your private phone number from customers, you do not want to be on 24hours call (probably).

IEEE USA's sample consulting agreement

[Anonymous Coward]

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.

You do not own it

[Un pobre guey]

AFAIK (IANAL), in the State of California it is considered "work done for hire" and belongs to the company. If you are an outside contractor, you may be able to specify ownership beforehand. If you don't, it's work done for hire and belongs to your employer. Worse, if you invent stuff at home of the same kind as what you do at work during the day, it also belongs to your employer. If you use the laptop they provide, it's a done deal.

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!

Re:So naturally...

[Pharmboy]

My boss does the same thing, I own my own code, and we have an understanding that it doesn't get sold to anyone, or released in it's current configuration, but I can reuse the code in other projects of my own.

This is part of the reason I was up at 5am this morning, trying to learn some new stuff, because I get a benefit out of the overtime as well. Also, I have used code from personal projects in our business applications, so it works both ways. If anything I used at work suddenly became company property, I wouldn't use by best code that I wrote at home. I would instead waste time rewriting it at work, in a lesser way, so it's in the bosses best interest sometimes to be open about it.

Keep in mind, we are a relatively small company and I've been there over 10 years. I don't program full time, so we are not talking about a million of lines of code here. But it sounds like a similar situtation. We do not have a contract regarding code, which may sound crazy, but code isn't what we do for a living, we just have to write our own apps to support our unique sales methods.

Similar for me

[mcrbids]

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.