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

So naturally...

[Anonymous Coward]

Please note, when it comes to contracts, nothing beats seeking professional legal advice.

So naturally, it gets posted here.

Easy

[knoebelsPT]

Hire an IP lawyer.

Can't say what I'd put in a contract, but...

[macshune]

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.

You write code

[lewp]

... not contracts. If you have to ask, call a 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.

Keeps me comin' back

[quokkapox]

You know, despite all the frequent dupes and microsoft mashing here, there's one thing that keeps me coming back again and again.

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.

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 may NOT want to hire a lawyer.

[dracocat]

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.

Re:I second this!

[iocat]

Hiring a lawyer will scare him. You may want to hire a lawyer to help you draft a plain english agreement, but don't tell him you did so. Basically you need something that says:

"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.")