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Open Source Code In a Closed Source Company
An anonymous reader writes "I have code that I've written for my current company that I'd like to open-source. The only problem is that my company has the usual clause that says that anything I write belongs to them. Now that they've decided to abandon my code for another product that replaces its function, I'd like to continue working on my project as well as open it up to the world. The easy part is cleaning it up and posting it on SourceForge and Freshmeat. The hard part is making sure that I am free of any legal complications in the future. I've looked online to try to find a legal document I could present to my employer to get them to sign off on it, but I'm not having any luck. Has anyone else been in this boat or can refer me to some legal documentation that may help out?"
First, go to them with a list of all the positive things releasing the code under a GPL would do:
1. Others will help you.
2. Good publicity.
3. Ability to sell consulting services.
Then, find yourself a standard contract and mod it with the help of a lawyer friend. If you ask here, there ARE lawyers on Slashdot and they'll probably help.
Anti-Globalism
Assuming you want it to be purely open source (and not sell proprietary licenses to it, like MySQL, for example), just ask them to license it to you under the GPL or BSD license. Either of these gives you, as licensee (it doesn't matter that you wrote the original code) the rights that you want, and they're well-understood documents. If they can't understand those licenses, they really have no business licensing their software to customers. And if they're not okay with licensing the software to you under those terms, they won't be okay with any document that effectively allows you to get that license to the software (and may also transfer copyright).
As far as whether you should try to get the copyright, having this company own the copyrights and only license it to you under the GPL and then have you work on it and only license your changes under the GPL means that nobody can change the license, since neither of those two copyright holders are likely to agree on a change. This can be preferable for end users over having a single copyright holder who could legally take future versions closed-source.
That's only the case if the software/code in question is sold by the company. Say it's used to make part of the company intranet or something - while they could be 'making' (read: saving) money by having that code in place, it's not being sold. Releasing it for anyone to use wouldn't be at all in competition with the company. I suppose it would allow some of their competitors to gain a similar advantage in regards to their own operations, but that's quite situational and isn't necessarily a bad thing.
How are sites slashdotted when nobody reads TFAs?
Sure, why not? That's exactly what I did. So they typed this up on company letterhead:
"This letter is confirmation that [Company] transfers to you all copyrights and license rights for the Lotus Notes screens and databases you developed for us in 2002. You are free to use or sell the product at your discretion without fees or royalties to [Company]. In other words, you now own the software. We do ask that you destroy our client-specific data." It is signed by the CEO.
See? No fancy legalese necessary... plain English works just fine.
Your reply sounds like you would expect ridicule for such a move, but nothing ventured, nothing gained. The best thing that can happen is you get the code. The worst is that they say no. It takes a heap of cowardice to turn down copyrights for fear of one two-letter word, IMHO.
In my case the sales pitch was simple: "You're not going to use it. But I've invested a lot of effort in this and would like to see that not go to waste. Give me the code and I'll continue to improve it and fix bugs. And in the event that the new system doesn't work out for you, I'll license the improved code back to you royalty-free in exchange for the copyrights you transfer to me now. This mitigates the risks of your conversion. It's the best insurance policy you can have, and it costs you exactly nothing."
Here's an example of proprietary software released as open source, which benefited the original "owner": URL:http://ceps.sourceforge.net/
Life is complex, with real and imaginary parts.
Actually, in Hong Kong the last week there has been a huge "sex photo scandal". A male pop singer, Edison Chen, had a string of actress and pop star girl friends, and apparently had the habit of taking their photos in bed -- very explicit photos too, as became public knowledge when he took his laptop in for repair...
Here's a forum with the (NSFW) photos and some background.
And unlike, say, Britney or Paris, these girls had squeaky-clean teen-idol images did not benefit form the publicity. As for your question, the guys who leaked the photos have been charged and some arrested, though it's not really clear why these images are any worse than a billion others you can find online, except of course they involved celebrities.
The company needs to retain copyright, but release the code under the GPL, and have their employee continue to work on it until it is so good that the competition has to steal it. Then they wait until their competition has sold their closed-source product with the stolen code into critical application areas of their customers, then sue the competition for copyright infringement.
Much, much cheaper than developing a complete product on your own.
At least, that's what any smart attorney for your company who bills by the hour would tell your company to do.
paintball
I used to be a programmer for someone else, and I too was under the same restrictions -- as one would expect. When I started my own company, I decided to change things a little bit. I don't like restricting my programmers from owning their own code because it does an excellent job of eliminating their passion and the loyalty that programmers tend to have for their own programs. I legally own my car, but it's my mechanic who really owns it. Same goes for programming -- the programmer is the one that really owns it, independent of the legal ownership.
So my employee contracts adjust that infamous clause to say something to the effect of: "any code entirely written by you is yours to use any way you see fit, forever, for as long as you don't restrict the company from using it". It amounts to the programmer granting the company unlimited usage rights, and does not stop the programmer from using it or selling it or doing anything else with it.
The big condition is, of course, that the programmer have written it alone. If two programmers work together on a feature, then neither gets it. But a) that's rare: I don't think that two programmers should be coding the same thing -- extreme programming doesn't count as that's more supervisory than co-programming; b) individual functions and algorithms are not complicated enough to warrant multiple programmers; and c) my product is the entire package, not the individual functions, algorithms, and subroutines; so if my excellent custom e-mail client has an amazing sorting algorithm, my product is the application, not the sorting algorithm; in cases where my competitive advantage is indeed the sorting algorithm, then I promise that not only did it not rest in the hands of a sole programmer, but that I too was a part of its inception and design.
If the code is abandonware, tell your company that you are willing to maintain support on your free time if you can get the copyright on this obsolete code. IANAL but if you get the copyright, I believe it gives you the right to change the license and it may be easier to agree on than an open source licence that most IP people ignore or dislike.
The Wise adapts himself to the world. The Fool adapts the world to himself. Therefore, all progress depends on the Fool.
I wrote a perl library for work that has nothing to do directly with the business we're involved in. (Imagine we make car parts (we don't), this library makes it easy to add text to PDF files (it does))
I felt that the work I'd done might help other people, and as we use many pieces of open source software, I felt it might be nice to "give back". So I asked the boss if there was any way they'd consider open-sourcing the library.
He went one step further and said not to bother putting the company name on it at all. He understood completely that as we use open-source software all over the place, opening something that wasn't business critical made good sense.
Maybe the OP's boss would see the same logic -- or even retain the copyright but GPL the code for the OP to work on in his/her own time.
Yeah, I agree with you. I rather expected such a clause and was mildly surprised not to find it when I received the letter. However, you have to keep in mind that I'd already said my intention was to open-source the code and I had a history of delivering on promises. They kept a copy of the original code and would not have had to come back to me for it. Add to this the fact that they really were abandoning the code and thus probably didn't fully appreciate its value. This adds up to low perception of risk on their part, and they didn't include the clause.
So I guess I should amend my earlier comment: the best that can happen is that you get MORE than you ask for.
IMHO, the simpler the agreement the better. Every additional word adds the possibility of loopholes, which is probably why the FSF's suggested copyright waiver is so tiny. IANAL.
No, the worst that can happen is you gain a reputation for being a radical or a would-be pilferer, and gain the ire (or questioning eye) of management. You might start missing promotions and raises - even a more overt demotion of responsibility (with or without accompanying change in job title) isn't out of the realm of possible. A lot of this depends on your company.
Make sure you consider all the options (and the associated risk you're willing to take) before bringing up such things.