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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?"
... not contracts. If you have to ask, call a lawyer.
Game... blouses.
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.
drug tests. Some companies are so strict that you don't even own your own P.
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?
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
Your manager may be very supportive, but I strongly suspect that the company's lawyers will quickly put the kibosh on your proposal.
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.
See if you can sneak in some stuff like ip address and a sub-domain so you can fuck them up when they export your job to india ;)
"In a time of universal deceit - telling the truth is a revolutionary act." - George Orwell
Before you go and visit your attorney, I would do the following:
1. Make a list of the issues you would like to cover. What do you want the contract to say?
2. Take a swag at writing the contract. Write up something that just states the things in the list.
Then visit your attorney and take this stuff with you. Tell him/her that you want him to turn this into a contract and also advise you on any issues you might have missed.
Avoid Missing Ball for High Score
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.
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.
Your manager needs to seek legal advice. If he is letting you own the code you write purely on company time without some fairly serious legal consideration then he's way out on a limb.
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.
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"
"I grant an unrevocable, perpetual license for Company X to do whatever it wants with the stuff I write, and I also retain a license to any code I write, specifically, the shell scripts and whatnots, not the actual company data which remains company owned obviously. If I leave, I can take my tools and technology, and any upgrades, with me, but the company retains a copy which it can do anything it wants with."
We've done similar deals with contractors; they are pretty simple. It doesn't at all sound like your boss is trying to screw you (on the contrary, he sounds pretty cool!), so plain english is fine IMHO. IANAL blah blah blah.
(Actually since you are an employee, the contract should probably read "Company X gives me an unrevocable, perpetual license to any tools and technology which I create, specially shell scripts and whatnot, but specifically excluding any proprietary or non proprietary company data such as blah blah blah. If I leave, I get a copy of all the crap I wrote, blah blah blah.")
Dude, I think I can see my house from here.
No, it shows that we geeks know enough about legal stuff to know that it's as much a specialty as system administration, kernel coding or database design. For each of those you get a specialist. In this case, the appropriate specialist is a lawyer.
Good, inexpensive web hosting
No. This is what happens when the judge (Judge Henderson) is a Texas Republican; a corporate whore.
Actually, this is what happens when our constitution becomes a watered down piece of meaningless paper. The 7th Amendment is unambiguous:
In suits at common law, where the value in controversy shall exceed twenty dollars, the right of trial by jury shall be preserved, and no fact tried by a jury, shall be otherwise reexamined in any court of the United States, than according to the rules of the common law.
The 2nd, 4th, 5th, and 6th are in a similar state--being redefined out of existance as we speak. The 9th and 10th are long dead.
Even the 1st amendment is dying--and, ironically, it is doing so partially at the hands of the ACLU which believes that when it comes to religion, the establishment clause is far more important than the "free exercise thereof." The government is doing its own share, though... the right to assembly no longer has any real meaning (see "first amendment zones.")
Our Republic is doomed and, sadly, I see the end coming sooner rather than later.
What part of "shall not be infringed" is so hard to understand?
From the article:
"Brown, representing himself pro se,"
Thats why he lost. He's even quoted as saying before that court that a idea in his head does meet the criteria laid down by, get this, Webster's Dictionary!!!.
This is almost as dumb as asking slashdot for advice on writing a legal contract...
All your base are belong to us!
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.
If it were me, I would get a contract specifically stating that creating software is not part of my job description and that any software that I create is my own property and the company has no rights to it beyond those I grant. Then I would pick the appropriate creative commons license and use it to grant the company rights to use what I create.
A lawyer shouldn't be needed so long as the employment contract is clearly worded. As for the license, well, lawyer's have already been involved in CC so there's little worry there. Also, in that case everything is very plain English, which seems like a win for everyone.
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
If I *own* something, then I can do whatever I want with it
I bet you own a pre-recorded VHS tape or DVD but if you sell copies of it on eBay then the copyright people will object. You also might own a meat cleaver but if you hack up the neighbors then the cops will come looking.
Never make absolutist statements. They always fall apart under some circumstances or another.
Hah hah!
You've just inadvertently agreed with the post you were intending to disagree with. LordNimon was making the insightful point that since Pharmboy's company is placing restrictions on what he does with the code, it is a mistake to think it is HIS code - or rather, it is a mistake to think that he owns the copyright.
Instead it sounds like the company believes it owns the copyright and is granting him a limited license to use it externally.
Similarly, when you buy a VHS tape with a movie on it, you own the physical media, but the copyright owner of the movie grants you a limited license with respect to what you can do with the film (and copying it isn't one of them).
Returning to the original question; I would say that it is a very very rare contract that doesn't specify the ownership of any work carried out on company premises during company time. Are you and your boss absolutely sure it isn't specified.
If it isn't then the company's HR department has been incompetent.
You need professional advice because you need to find out what the default state is in the jurisdiction that you work... that code has to belong to someone today, but who? I don;t know where you live and IANAL.
Depending on the answer to the question above you can get on and draft a contract. MySQL uses a 'shared copyright' idea for their contributors, something like that might work.
But if the copyright is yours, you have to start thinking about on what basis you want to license the work to your employers or whether you want to sell the copyright to them.