Getting Paid To Abandon an Open Source Project?

darkeye writes "I'm facing a difficult dilemma and looking for opinions. I've been contributing heavily to an open source project, making considerable changes to code organization and quality, but the work is unfinished at the moment. Now, a company is approaching me to continue my changes. They want to keep the improvements to themselves, which is possible since the project is published under the BSD license. That's fair, as they have all the rights to the work they pay for in full. However, they also want me to sign a non-competition clause, which would bar me from ever working on and publishing results for the original open source project itself, even if done separately, in my free time. How would you approach such a decision? On one side, they'd provide resources to work on an interesting project. On the other, it would make me an outcast in the project's community. Moreover, they would take ownership of not just what they paid for, but also my changes leading up to this moment, and I wouldn't be able to continue on my original codebase in an open source manner if I sign their contract."

Comments

The dark side (tm)

[Gewalt]

You can't begin to imagine the power of the dark side.

Re:The dark side (tm)

[cayenne8]

My first questions was:

How much money are we talking about here??

At the very least...if you're gonna do this, make it VERY much worth your while. Don't go to work for them....contract out to them. Also, don't sign away all your rights, rather, if it is that important to them...have them cut YOU a percentage of profits, or get your name on the patent too if it is a patentable idea.

Sounds like this guy is thinking way too small....if you have to suck up a little pride, make sure you are doing it for the right price...don't think so small as to just sell out to have a normal 'real job' type thing....

Make them pay...

Re:The dark side (tm)

[PC and Sony Fanboy]

I once heard a story. It was about a man, who offered a woman $1,000,000 to have sex with him.

Of course, she said yes.

Before they started, she demanded the money up front. He handed her $50, to which she exclaimed "What is this? What sort of woman do you think I am?"

To which he replied "Madam, I think we've already established that, what we're doing now is quibbling over the price..."


Also, you could take a hint from dark-alex, of the playstation portable homebrew scene - 'quit' the scene, then release the code as someone else. Sure, you won't get the popularity among geeks for releasing open source software, but any employer can check on your work on the 'official' software.

Re:The dark side (tm)

[t0tAl_mElTd0wN]

Definitely a +1 on this. If they want it badly enough, they'll pay. And then to clear your conscience, you can always donate to the project with your newfound riches.

Honstly, if the code is BSD licensed, the only reason they want you to do this is to get rid of competition for their own benefit, which makes them undeserving of a generous price for your time and reputation. It's not like the BSD license would restrict them from using your project anyway, even for commercial purposes.

Re:The dark side (tm)

[Blakey Rat]

I don't even understand.

Negotiate with the company until the terms are to your liking, or until it's clear they're not willing to give you what you want. Start with insisting they get rid of the non-compete clause. If they keep coming back with more money, you just need to decide whether the amount of money they're offering is worth it.

It sounds like you're asking, "I got an offer from a company, and I'm not aware of the concept of 'negotiation'."

Re:The dark side (tm)

[cliffski]

jesus. Taking paid work makes you 'shamed'?
Any 'community' who shuns someone and makes them an 'outcast' because they took a paying job that helps pay the bills mid credit-crunch is a 'community' you really don't need.

This isn't a job offer to work on the manufacture of landmines or shackles for child slaves. It's a job writing code.

Re:The dark side (tm)

[Zelig]

A non-compete in perpetuity is really really cheap for them; they pay you for ... how long? and you're taken out of the game permanently? No deal. Offer exclusive rights to your project-Q time, for as long as they pay you $whatever weekly, plus a six-month grace period.

Re:The dark side (tm)

[debatem1]

The original story has the man as Sir Winston Churchill, going something like this:
Churchill: Madam, would you sleep with me for five million pounds?
Socialite: My goodness, Mr. Churchill... Well, I suppose... we would have to discuss terms, of course...
Churchill: Would you sleep with me for five pounds?
Socialite: Mr. Churchill, what kind of woman do you think I am?!
Churchill: Madam, we've already established that. Now we are haggling about the price.

Thank you, wikiquotes!

Re:The dark side (tm)

[darkonc]

IF you take their offer, I would split it up into two pieces: One would be the value of the non-compete agreement, and the other would be the value of your time going forward. Among other things, ask them for a bulk fee for taking your previous work off the market. and the non-compete agreement.

I can see two paths for this: One is that they're on the up and up and want to hire you for years to work on this project. That's fine, as long as you're willing to walk away from the people that you're working with in the Open Source world, their contributions, etc.

The other is that they hire you for a few months or a couple of years, cite 'creative differences', and then terminate your contract -- but hold you to the permanent non-compete.
This would allow them to torpedo your contribution to the project, leaving you without access to the OS community (and vice versa). They torpedo the project for cheap, and you get left holding the bag.

This is a bit different from a normal non-compete situation (for most programmers) where you go in, do their work and then agree to not compete with what they have you do. In this case you are effectively selling them your previous work. Charge them as if you'd been working exclusively for them for the entire time -- at a high consulting rate, because they already like the work you're doing (i.e. they're not paying you on spec, like is normally the case).

Remember: Until you sign the contract, everything is negotiable. You can ask for a house, a car and a weekend with the CEO's daughter. Whether they give that to you is an entirely different matter.

• Once you put your signature to the contract, things are only negotiable within the confines of what you've put your signature to. (that works both ways)

Re:The dark side (tm)

[Nefarious Wheel]

Talk to a lawyer. Seriously. If what they're asking is non-enforceable, you want to know that. If it is enforceable, you'll want to know just exactly how enforceable it is. This is a *contract* you're talking about, and I'd see someone about it.

I'd no more do my own legal analysis than I'd do my own dentistry.

let me get this straight...

[TheSHAD0W]

So, they're offering to pay you to go fork yourself?

Everything is for sale

[Anonymous Coward]

I mean that in a very practical way.

I've never signed a non-compete; they generally are a bad idea unless you have a personal services contract which guarantees you a minimum length of time when you'll get paid, because what's to stop them from firing you the day after you sign?

Also, if the non-compete is broad, and you quit/they fire you, could you find *any* work without competing with them? If the answer is no, then you should seek compensation for your time.

OTOH, if you're a typical coder-monkey who is bright, but your work could really be done by about 1,000 other people (and be honest with yourself) then the whole thing seems fishy to me on so many levels.

I have a feeling you're only asking this stuff because you're not really being honest with yourself. You know the answer to this. Just execute on it.

(I'm anon because I participate in all these talks all the time at a major company and I'd rather not have my name available in this context)

Cold hard dirty cash

[Fallus Shempus]

Depends, how good is the offer?

Treating open source as anything but a business that has to compete will make it fail, it's not a moral decision.

Unreasonable terms

[WK2]

Here's my comment from the firehose. Stupid how those don't carry over.

Barring you from working on the same project again (or same field again?) might be unenforceable. Several jobs have non-compete clauses in their contracts, but several judges have struck them down. It really doesn't seem practical, or reasonable, to accept a lifetime ban for a job. Also, how long does your contract with your new employer last? Definitely do not accept if it is an "at-will" employment offer. They'll just fire you the first month, and they have eliminated a competitor with minimal cost. Also this part, "Moreover, they would take ownership of not just to what they'd pay for, but also of my changes leading up to this moment" needs to be crossed out unless they are buying the work you have done so far. Don't give that away for free.

Basically, what you have described are unreasonable terms. If I was offered a job that paid better than what I get now, I would seriously consider taking it, even if it was at the cost of the open source community. I would continue to contribute in other ways. But that doesn't seem to be what is happening here. At worst you are being scammed, and they will fire you when they get what they want, and at best you are getting a bad deal.

Re:Sell out if you want but don't sell out cheap

[MrNaz]

how many of you would look down on him for "selling out" for USD1 billion?

Depends. Are we talking 2009 dollars or 2010 dollars?