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Owning Your Own IP at a Company?

Posted by Cliff on from the wouldn't-you-love-to-see-this-at-your-place-of-work dept.

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?"

9 of 310 comments (clear)

  1. Can't say what I'd put in a contract, but... by macshune · · Score: 5, Interesting

    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.

    1. Re:Can't say what I'd put in a contract, but... by Anonymous Coward · · Score: 1, Interesting

      It seems to me that he shouldn't have started negotiations with the company while he was still employed with them.

  2. Intent of agreement by nuggz · · Score: 1, Interesting

    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)

  3. Unwanted consequences by steve+buttgereit · · Score: 3, Interesting

    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

  4. Don't get a lawyer (unless you want to)! by Stephan+Schulz · · Score: 4, Interesting
    In contrast to what everybody else has written, I would not go to a lawyer for such a trivial thing (and yes, I have negotiated contracts about my IP with both my employer and the company that bought a license for it). Just state clearly that the software you write is yours, and that the company gets whatever license they need.

    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

  5. Open source - the answer to all IPR problems :-) by cullenfluffyjennings · · Score: 2, Interesting

    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.

  6. IANAL, But I heard this... by FireAtWill · · Score: 2, Interesting

    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.

  7. I Ended Up Owning My Own IP by DoctorPepper · · Score: 4, Interesting

    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.
  8. Here's Ours by holophrastic · · Score: 2, Interesting

    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