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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?
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
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.
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?
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