Slashdot Mirror
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?"
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.
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
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.