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Rewriting a Software Product After Quitting a Job?
hi_caramba_2008 writes "We are a bunch of good friends at a large software company. The product we work on is under-budgeted and over-hyped by the sales drones. The code quality sucks, and management keeps pulling in different direction. Discussing this among ourselves, we talked about leaving the company and rebuilding the code from scratch over a few months. We are not taking any code with us. We are not taking customer lists (we probably will aim at different customers anyway). The code architecture will also be different — hosted vs. stand-alone, different modules and APIs. But at the feature level, we will imitate this product. Can we be sued for IP infringement, theft, or whatever? Are workers allowed to imitate the product they were working on? We know we have to deal with the non-compete clause in our employment contracts, but in our state this clause has been very difficult to enforce. We are more concerned with other IP legal aspects."
The can absolutely sue you, but they'll lose. If they can't take two blocks of code and say "he stole this" they have nothing. I assume you didn't sign a non-compete agreement though cuz then you'd lose.
Google's Super Secret Search Algorithm: SELECT @search_results FROM internet WHERE @search_results = 'good'
Subject.
Even if it were safe, I'd expect there would be a lawsuit no matter what. I'm sure there's a ton of other programmers out there who have similar thoughts. As companies grow older, they seem to become more and more stymied by a PHB than driven intellectually by those who first made it's growth possible. Just make sure your starting group retains some council - and be sure to file as an LLC, also.
Why can't all fpga/microcontroller manufacturers just release free optimizing compilers???
Why not come up with a fresh idea? Spend your time coding instead of in court.
Enjoy life! This is not a dress rehearsal.
...but the hardest and most important part of running a software product company is selling the product. Your new, better designed, better documented, better implemented product has to compete with the same feature set - you said it yourself - with a more established product. What advantages will your product give the customer, making it easier to sell and possibly making the customers switch ?
As for the legal issues, IANAL.
Oh, I can't help quoting you because everything that you said rings true
Get a lawyer.
Long answer:
If you signed any sort of NDA, you might be liable for any information you gained while on the job (for example, architecture, business logic, algorithms.) If you didn't, you still might (theft of intellectual property.) I imagine you'd be quite safe if you could somehow prove that you had never inspected the code in any way. Since I'm guessing at least one of you was a programmer, I imagine you can't prove this. I, personally, would find the whole thing dubious and recommend avoiding it, but if you want to try anyway - get a lawyer.
Breaking Into the Industry - A development log about starting a game studio.
Presumably you're planning on using a different name, logo, and such for your product. It isn't hard to avoid trademark issues. You've already pointed out that you're not taking code, so that rules out copyright issues. If the old company has been patenting aspects of the project, this could be a potential for legal trouble as having worked on the old project might make it easier to claim willful infringement on any of these. It sounds like your plan is to change things up enough that this probably isn't an issue. There are many examples of people leaving a company and taking the concepts behind their project with them either to work on at another company or to form a startup. That said, these days it seems you can be sued for anything and I am not a lawyer. You may want to consult one before making the jump. If you haven't started a company before, you may want to consult one anyway.
Remember RFC 873!
Subject - and get a lawyer.
Make your opponent look bad. If it works in a divorce case, surely it gives an IP lawyer some ammo.
If you can somehow get a reason *cough* excuse *cough* for leaving the company such as poor conditions or bad pay negotiations, then surely you're in a better position.
But lawyering-up sounds tops. Did I mention lawyers?
First off, don't ask "can I be sued for this?" You can be sued for eating a ham sandwich. The important question is whether you'll face legal action over this, and only secondarily whether you'll prevail. Court process today is so messed up that paying for a lawsuit, in both time and money, is often more ruinous than the final judgment against you.
Being in the legal right does not insulate you from lawsuits. It never has. You should be more concerned with pre-emptively preventing a lawsuit from being filed, not whether you would prevail in court if one were to be filed.
One of the reasons why so many people say "get a lawyer!" is because, believe it or not, lawyers are very good at this sort of thing. Lawyers are excellent business negotiators. Talk to a lawyer, explain what you want to do, explain that you don't want to be sued. The odds are very good the lawyer will be able to get you a way in which you get to do what you want to do without worrying about a lawsuit being filed.
A good lawyer wins lawsuits. A great lawyer prevents lawsuits from being filed in the first place.
Good luck! :)
It is the future if we do not yell loud enough.
I must say I have some very mixed feeling about your use of Dawkins.
Climate Progress - Hell and High Water
1 - Copy your ex employer product
2 - Get sued into bankruptcy
3 - ????
4 - Profit ???
* Do you have an NDA or non-compete clause? In that case - follow it.
* In general, unless the softawre implements patents, you are free to copy it.
* Especially if you can proove that the stuff you DO copy is publicly available. This can include features, UI workflows, even architecture. Proove is easy: demoes, public documentation etc. all proof that you did not use "hidden knowledge". Even thigns that you can deduct (not reverse engineer) from an available demo helps here.
That said, the devil IS in the details, so you should get a lawyer. Some things may be protected and you do not want to get into problems there. But in general, earlier work does not stop you from doing the same later yourself.
Also, following this link [1] will fix the front page, but not the user page. Credit to AKAImBatman
[1] http://slashdot.org/index.pl?usebeta=0
Climate Progress - Hell and High Water
You probably have nothing to worry about.
It's all cool.
You know, it might be in your best interests to just go and ask a copyright attorney about this. They would be able to tell you definitively if you could be sued into oblivion.
Does this mean windows 8 won't suck?
Can we be sued for IP infringement, theft, or whatever? Are workers allowed to imitate the product they were working on?
Try it, and let us know. And we could discuss the lawsuit later too, I mean, make it a series :)
You can get sued for anything. Of course, the lawsuit may not be successful, but your new team will be swamped by the cost of defending yourselves. Why don't you think up another idea entirely and not risk getting into needless conflict with your former employer? To the outside, the fact that you put yourself in direct competition with your former employer, makes you out to be a bunch of bitter engineers. All your employer needs to do is to imply IP theft and start a frivolous lawsuit and potential customers will avoid you like the plague.
Watch out. Definitely talk to a lawyer. It will be very hard to prove that your knowledge of your employer's product didn't make it into the new product. It's not particularly difficult to meet copyright requirements, but there are other aspects. Main issues are going to be common law things like unfair competition, as well as trade secrets. People do this kind of thing all the time, and they also frequently get sued for it. You'll have to consider your particular circumstances, but if this seriously hurts your previous company, they will almost certainly sue you, rightfully or not. So that will have to be part of the plan from the beginning.
well, if the software is worth while and you don't mind releasing it under the GNU GPL then i don't see why you can't. You wouldn't be competing with the project because you wouldn't be making money from the code. You CAN make money by supporting the software, also in California non competes and the like have been ruled "NO GOOD" in this state (search SLASHDOT 3 days ago) and you would have the benefit of IBM's financial backing of legal services if anyone tries to quash your great idea. Just don't make bingo software, i HATE bingo software...
Leave your existing company and start your new business.
Hire some good programmers and let them do the actual coding under your guidance and to your specifications. Make sure that the coders among you do not write any actual code.
That may work to partially insulate you from claims by your former employer. They will surely come to you if you develop some similar service aimed toward the same clients and are successful enough at your venture to cause your former employer to lose business. Suing you becomes their new business model :)
As above, IANAL however I have stayed at a Holiday Inn... also partied with and got as drunk as a judge while staying there. You'd really not expect a judge to get drunk and table surf, would you?
Funny you ask this now. A very dramatic thing happened at work today and i'm thinking the same thing.
Not the customers, certainly!!!
You say the code quality sucks, but who cares? If the app works, then that's what matters to the customer. Beautiful code is only an advantage to the company selling the product, as it makes maintenance and enhancements easier to manage and develop.
If you bring out essentially the same app, how will you market it? "Our app is just like X, but our code is gorgeous!". Yeah, that'll sell loads.
If you're really bothered about code quality, put together a whitepaper and present it to the management (and shareholders) showing why it matters, how you intend to improve it, what it'll cost to do (time and dollar-value) and what the RoI for the code-quality improvements will be.
If the management can't be convinced, then go and work for another company on another product altogether.
There is no chance you are going to get away with this.
Your company will not sit by idle and let you create a directly competing product. There are many kinds of intellectual property which the company owns around your product and which you may find yourself infringing - it is not just the code you are writing. You can be sure that the lawyers will find many different ways of going after you.
Any lawsuit brought against you will be a strain on your startup budget and keep away your prospective customers.
Don't underestimate the 'sales drones'. You will have to sell your software, too, and will quickly find that you will have to act like them. Are you sure that you will be able to do that?
Are you sure that your new version will be commercially viable? Do have a reliable estimate on your development costs and timetable? How can you be sure that you will be profitable (e.g. do you already have a customer who will pay for your development?). With software it is very easy to develop unrealistic business plans that look great on paper, but never even come close to the expected the number of paying customers.
As tech people, we always assume that the most important work that goes into a software product is the code. But that is wrong. The most important work is sales! Whether you like it or not (..I am not a sales guy and I don't like it either, but this is the way it works). Just look at how many horrible products are out there that sell well.
If you think you can do better, then there is another way: Ask your company for their support. It does not sound as if the current product were a cash-cow. So if you can come up with a realistic business plan which has a good rate of return (otherwise you would not be thinking of starting your own version, right?) then propose a joint-venture or buyout. I am sure your company would be delighted to have you work for free instead of having to pay the development team. Give them a minority stake, ask them for seed funding (continue to have them pay your salary for a time...), and then get started.
You just need to be careful in orchestrating this - your immediate superiors may be the biggest roadblocks. Finance guys further up are less emotional. They will calculate this through and if the numbers look good, they will back you.
But ultimately you assume that you know better than they how to make money with the product. So you need to convince them that they have a problem without telling them all your solutions in advance.
Enough of the rambling... good luck!
A friend of mine did this about 10 years ago. The original company accused them of theft of sourcecode (which they hadn't done) and made criminal charges as well as suing them. Fortunately one of the new company's founders was a Lay Magistrate. He got the court fatstracked to court and swore under oath that they did not have any source code, which was enough for another judge to throw the case out!
They also brought a civil case for stealing intellectual property, but most of what they included was standard (It was Travel Agent's software), so they put together a brochure of various other solutions and shown that there was nothing that their "old" company had uniquely developed.
The old company then made a big mistake. They wrote to all their clients telling them not to deal with the company my friend and colleagues had set up because their software was "no good" and "ripped off", and that they would not support anyone who even looked at the software. They had 50 enquiries that week, and went from having three large customers (which covered costs and paid a quarter of a years salaries) to 20 in six months (which meant that they were pretty well off)!
It'd make to much sense to allow improvement and competition of the application of software ideas in the proprietary world.
It'd be rather self contradictory of a proprietary software company to not sue.
Did any of you sign no-compete agreements? Clearly you don't have any sort of hope for a clean room development environment.
People sue others all the time and it can be a very resource draining matter to deal with. Consider SCO....
So maybe in the overall picture, either way you go, its not going to be any more worth it.
Seems to me what you are really wanting to do is to have your cake and eat it too.
And then there is the open source world, where there is plenty of cake to eat and have.
Why not assume the worst situation?
Write a business plan in which you:
- Have 20K available for a lawsuit (number pulled out of air)
- Have enough reserve to survive the time while you write said product
Also, consulting a lawyer will cost money but it's a good idea because that investment alone will weed out the talkers. Everyone dreams of starting a company some day. So your friends/teammates of course love to talk about it. But will they be there when plans get serious? Or will their spouse have objections? Or maybe there are financial obstacles for them? Asking for $200 for discussion with a lawyer will do a first round of weeding out the not-really-serious people.
8 of 13 people found this answer helpful. Did you?
Can we be sued for IP infringement, theft, or whatever?
Yes. All three. They might not succeed but be prepared for a lengthy legal battle which will cost more than losing.
Are workers allowed to imitate the product they were working on?
Yes. But only in general, there are many exceptions.
We know we have to deal with the non-compete clause in our employment contracts, but in our state this clause has been very difficult to enforce.
You're in a different situation from most other cases. Other cases have most likely been people working on broadly related but ultimately different products. You appear to be planning to directly compete with your previous employer's core product, using knowledge gained whilst working for your previous employer.
Get a lawyer.
"Anyone can be sued for anything in this day and age."
I'm going to sue hellion0 for not translating his post into Chinese. Think it will get dismissed before we even hit the door? How about any lawyer laughing you out of his office?
Shai Schticks:"You don't make peace with friends, you make peace with enemies"
> Can we be sued for IP infringement, theft, or > whatever?
Yes. Writing software requires part skill, part domain knowledge. Your employer cannot prevent you from using your skills (e.g. Programming in C++) at another job, but they can prevent you from using the domain knowledge you acquired on the job.
Whether you actually _will_ get in trouble is another matter entirely, of course.
As with all other responses here: IANAL
He who laughs last, thinks slowest.
Ugly mess with no information to let me know whether I actually want to click through to a story. As stated above, go to User Preferences and de-select 'Use Beta Index'.
New features are nice, but not when imposed instead of being made available to choose. In particular I saw no message or story about this - perhaps it'd be nice to put something at the top of the page.
I may get modded down, I only intend these as suggestions to help us user Slashdot in the great way we're used to.
Check your contracts, there may already be limitations written in regarding work you've done at the company. In a perfect world, if you're not using any IP or specific training/information provided/collected by your employer, you should be able to try and make it on your own and compete against them. Keep in mind knowing your market is one of the most important aspects of success, and market research may also constitute IP. Good luck indie coders!
Perhaps do up a good demo and sell it as the next version of the product?
Build a buisiness case, and sell it, set it up as a small more or less independant programming group, with clear goals etc.
(And have upper management sign off on it, in writing)
Occasionally even large companies demonstrate signs of harboring intelligent life.
(I realise YMMV seriously)
I have "re-written" a few programs in my time. Here is what you need to do: 1) Plan on being sued. You can't avoid it (the big guys use it to keep you from competing). 2) Work around the system. To sue someone, you actually need someone to serve papers to. This the first thing to attack. Form two S-Corps. One where you transfer all the money (off shore account is a must) and one with all the debts and oh yeah - your public face/address/etc to the world. 3) Use a post office drop box. To be served papers, they have to hand you the documents. Kind of hard to hand them to you if they can't meet you. 4) Having been "served" (which can take them months - talk about some pissed off lawyers). It is time for the next step. Offer them a couple hundred bucks to buzz off (if they have sued you before, they'll take the money - if not, time for a lesson). 5) Don't send anyone to represent the S-Corp in court. Ignore them. 5) They win a default judgement. Yawn. Ignore them. 6) The lawyers involve the county sherrif. He'll serve you notice they are seizing the property (bank accounts, property, etc) held by your debt laden, assetless S-corp (depending on where it is served you have a number of days to vacate etc). Yawn. Great. Give it to them because it is worthless. 7) Form a new S-corp, give load it with debts and your new public face and off you go again. Rinse and repeat as often as necessary. Oh yeah, one more thing - don't forget to pay your S-Corp taxes. IRS can come after your personally for back taxes. But, civil lawsuits can't.
You may not use the knowledge you've got in the company. ...
But if you shall not use the code etc, but you'll offering with your product similar features as other product publicly known (accidentally offered by your former employer), there is no legal obstacle to do this
But check carefully that there is nobody having a patent to anything like clik-on-hyperlink or so to prevent that a 3rd persons would take a benefit on you.
And yes, prepare a budget for advocates to protect you from you former employer, who will try to intimidate you. This is the best practise how to get rid off a concurrence: "sue them again and again, until they collapse, because they will not have any more resources to do anything else just to reply to your attacks".
Seems like a very naive question.
(IANAL etc etc)
- do you _actually_ understand the legal ramifications of your state/country law with regards to work for hire and IP ownership?
- do you _actually_ understand the legal ramifications of any contracts you signed to gain employment?
Unless you are a lawyer, the answer to those questions is most certainly going to be 'no'. Thus the recommendations to 'get a lawyer'.
Playing devils advocate here for a bit, so you are saying that your company has paid you to develop this product. Paid you to think about the possible implementations, architecture, shortcomings, missing features etc etc.
Now you don't quite like the way the company is run, so you want to walk away with a bunch of people and put ideas into practice which you developed (at least in your head) while being employed by this company.
Here's a few questions I would ask you in court, if I was the defense lawyer (and again, not being a lawyer and all, they'd undoubtedly do a much better job):
- exactly during what time did you come up with this better design? Was it during working hours? At least part of it?
- how hard did you try to get this better architecture implemented at the company?
- even more troublesome: how hard did you try to NOT get this better architecture implemented at the company? I.e. did you think of it and never mention it?
The thing is, you are not working on the Cadillac assembly line. You are paid for working with your brain mostly.
This is definitely newer territory, but I'd be surprised if there wasn't enough precedence for a lawyer to give you good advice (and if I had to put money on it, I'd put it on "no freaking way is that a good idea").
Hey, I support the EFF; I don't like all of the craziness around IP, but when someone is paying you to do a job, I don't think it's unreasonable that they have *some* right to what they pay you for.
Here's what I would suggest, if you guys are a bunch of smart developers, why not create a product in a different market? There's so much stuff to be done, it's hard to believe that a bunch of smart people can't come up with a compelling product.
Alternatively, why don't you push for this better architecture inside the company a bit harder? Maybe go to your boss' boss. Yeah, that's not easy. Guess what, running your own business is a LOT harder. In many ways you may learn a lot from trying to sell your better architecture to the company.
Just a few thoughts...
Ok so you can totally rewrite the software in a couple of months. Lets say you budget for 1 man year of coding.
Now you have software that works but you don't have a product you can sell. Expect to spend a further man year of effort "productising" the software. You need to make the thing bullet proof enough that someone who was not part of the development team can use the thing.
Now you have a piece of equipment that ordinary people can use, but you still won't sell much. Expect to spend a further 3 man years on the service side so that business folk can rely on your company and product.
Pretty much you can expect 6 times as much investment as you spend coding.
Oh and did I talk about timescales and cash flow?
These calculations are why early service/consultancy revenue is so important, and sadly why sales and marketing folk do what they do, and act like they do.
In some cases, if the company can demonstrate that you obtained the knowledge to write your new system while working for them, they may have a claim.
There are more things to consider than copyright law.
IANAL
and I am on the way up to your office to fire your ass.
I think your biggest obstacle to success will be your attitude towards salespeople!
As fabulous as you may think your software is, selling it is rather important!
Log in you coward, and then it will revert back to normal!
Disclaimer: I am not a lawyer and this is not legal advice. So, yeah, get a really good lawyer and get some good legal advice before you do anything.
Over the past 10 years, I have served as an expert witness in a number of IP-related software lawsuits, many of which have a fact pattern pretty much identical with what you've laid out.
Yes, they can sue you on (at least) two different grounds: copyright violation and theft of trade secrets.
The case Computer Associates v. Altai established the concept of non-literal copyright infringement of source code. Even if you rewrote the program from scratch in another programming language, the AFC ("abstraction, filtration, comparison") test could be used to find similarities, and your (former) employer could argue copyright infringement, not just on source code grounds, but on architecture, design, database schemata, and data file structure.
Even if you go one step farther and use a "clean room reverse engineering" effort to rewrite the code, you could still be sued (and lose) for theft of trade secrets. Your employer would need to identify those trade secrets, show what steps it took to protect its trade secrets (typically such actions as IP and/or confidentiality agreements, some measures of physical and electronic security, etc.), and argue for the value of those trade secrets. You would have to show that those "trade secrets" can be documented outside of their history at the company you're leaving.
Note that if any one of your group of "good friends" is seen as having a significant position in your large software company, they can also try to come after you for "breach of fiduciary duty".
In any case, they might well name each of you individually as defendants along with whatever new company you set up to develop this software.
In short, there are major risks to what you are describing and not a lot of upside without an explicit release. It can be done, and done successfully, but lawsuits are expensive. ..bruce..
Bruce F. Webster (brucefwebster.com)
If you do get sued, just print and cut this out and give it to the judge and you can go home.
________________________
| . / SLASHDOT
|
| This card may be kept
| until needed or sold.
|
| GET OUT OF JAIL FREE
|_______________________|
From legal point of view your mileage may vary. But from my personal view the situation is clear:
You have a contract with the company:
a. company make initial investment to bring you domain knowledge and specific application experience ;
b. company pays you compensation for your work.
You like to abuse this contract by taking something that is not intent to be distributed by your employer, namely domain knowledge and years of company's experience about specific application. And use that 'know how' to compete with mother company.
The only decent solution is to address your employer with strait query about your intention, possible partnership and terms of transferring his 'know how' to newly established enterprise.
Dmitry Gorbatovsky
For example fairchild semi http://en.wikipedia.org/wiki/Fairchild_Semiconductor
Perhaps your existing company would cooperate with you to sign an agreement permitting you to work on such material, free from threats of lawsuit, in return for some perceived benefit such as being able to use the product you support in a very generous licensing or support agreement. Having even one corporate sponsor, and their formal agreement, for a spin-off project like this can really help you gain other customers. You might even consider GPL licensing it to get it out there and help protect your first customers against legal backlash from your current employer, if that's feasible. And they might get some positive publicity as well for doing so.
Think of it as an exercise in negotiation, and I hope your product does well. Please follow up and tell us what it is when you can.
Just ask Ballmer for a bigger budget for your project. Just make sure you have your chair-retardant suit on when you do.
Set your phasers on "funky"!
At best you are going to be in the situation where your previous employers will hate you with a passion. If your new company doesn't take off you will need to go to them for a reference.
At worst you will spend several months coding the project, struggle like hell to find your first customer and then get sued into oblivion.
I once thought that I could do what you are suggesting but I thought better of it. Now I'm older and hopefully wiser I can see that we would have failed miserably.
The problem is that you know the area in which you work very well so it is tempting to write code that fixes problems in that area. What I suggest you do is look at the periphery of you current employers offerings. Could you, using your domain specific knowledge, improve the way your companies clients handle their data?
Oh, and before I forget, get a lawyer.
I used to have a better sig but it broke.
Get a good lawyer. Secondly if they lay you off it probably voids your non compete contract. You might also consider keeping your involvement with the new product a secret. Locating in another state might be a great idea. It might be very hard to offer proof as to who wrote the new product if you maintain your privacy with vigilance.
As for a law suit, these types of things often boil down to who has the most money going in. It doesn't matter a fig if the law is on your side if they drown you in legal expenses to such a degree that you are forced to comply with their demands. Microsoft had a reputation for doing exactly that.
whats up with the front page?!?!?!?
"You are still innocent until proven guilty. What's changed is what they do to innocent people." by notnAP (846325)
Subject
Subject yourself to what? ;)
If I were you I would make sure that you don't all quit at once. Maybe one of you should quit first and set up the company while the others just invest for a few months. Then the other guys can just quit one at a time and make it look natural. your old company has no right to know where you are all going. If they have a whiff that you are making a competing product they will get nasty. But also it's still a good idea to keep all the source unpoluted in order to stay safe incase they find out.
"We are a bunch of good friends at a large software company. The product we work on is under-budgeted and over-hyped by the sales drones. The code quality sucks, and management keeps pulling in different direction."
What did you expect?
"The product we work on is under-budgeted and over-hyped by the sales drones. The code quality sucks..."
So you reckon you won't do such a bad job next time? :)
Why not ask slashdot? Can we not discus and disect laws about technology that affect us?
I've always wondered how Dawkins Himself would react if you got the front row in one of his lectures to wear "Dawkins is God" T shirts.
echo -e 'global _start\n _start:\n mov eax, 2\n int 80h\n jmp _start' > a.asm; nasm a.asm -f elf; ld a.o -o a;
and how do we know it isn't really a 'she'
Did you actually look at the site? The banana and mandarines are clearly showing.
- The only way this would work is if you could get written agreement from your old company that they wouldn't sue. Perhaps they'd be interested for a cut of the profits?
- If you have that kind of coding talent why not spend the same effort on a new product that doesn't compete. All you need is a decent product idea and the willingness to develop it right and continue improving it.
These posts express my own personal views, not those of my employer
Can you not set up a compnay, either offshore, or with someone else as the registered owners? Then remain anonymous. Have someone else answer the phones.
I'd be sure to retain good legal counsel since in this current time of frivolous litigious exploration, you are likely to be brought in anyway just to explore how much of what your doing, they can kill and/or take from you. Things are very cut-throat right now and not just in software. Your good legal counsel will keep you on track and spending time coding rather than in a court room having to testify or even deposition after deposition.
All content in this message is copyright (c) 2008. All rights reserved. RIAA is prohibited here.
...that you should get a lawyer. That said, if your staff is small, the time to market exceeds the duration of the non-compete, and you make everyone sign an NDA, then by the time anyone knows you're competing, there will probably be very little they can do about it.
There's no failure quite as dissatisfying as a complete and total solution to the wrong problem.
1. The majority of good coders make terrible businessmen. You may make a great product, but feeding yourself and your family will probably not happen without a great support staff, a great sales team, a great administrative team, etc.
2. Fundamentally, it was your current company that funded the idea. If you leave, have signed an NDA, then get sued, I hope you lose. If you don't, may the same thing happen to you in two years.
By your own admission, the code quality sucks where you are at. Why do you think it's going to be any better in the new company? You can't avoid changes and feature creep. You can't avoid customers asking you for the above.
If you get what you want, and don't make changes, customers won't like your product. If you don't get what you want, you'll end up just exactly like the old company.
Wouldn't it be much better to take a hard line at the old company and insist on cleaning up the project?
"If you make people think they're thinking, they'll love you; But if you really make them think, they'll hate you." - DM
Didn't Facebook get sued because the creator used to work for a company that was planning to launch a very similar site?
What exactly does the non compete clause say? Is there a time limit? Does it impose specific conditions? Does it ban you from competing companies, or from working on competing products, or what?
As it is likely to form the basis of any lawsuit against you, make it the basis of your defence.....
Visicalc? Lotus 123?
I say go for it. Incorporate with limited liability, and good luck!
There is an old saying it is better to ask for forgiveness than ask for permission. I've seen this work so many times in real life that it flies in the face of everything I was taught at school. Chances are the court is going to be more forgiving if you did it and then were sued rather than if you asked and did it anyway. It's like speeding tickets, if the judge asked you if you knew the lower limit and you say no, then s/he'll be sympathetic. More so than if you did know but broke the law anyway. Most likely, the company won't bother going after you (lawyers are expensive no matter who sues/ gets sued) until you become a visible, credible threat. Once you are you'll have a bit of money to mount a defence, offer a settlement, etc. I write software. There are a lot of companies that write software just like mine. A few are bigger than us, most are a lot smaller than us. We might step on the feet of the big guys from time to time. And them likewise. We never hear from or bother with the small guys.
They did what it generally sounds like you plan to do. Of course, the differences are hardware vs software, and 30-some years.
cb
Oooh! What does this button do!?
Maybe this is obvious and you've already tried it, but have you tried working WITH your company to do what you want to do?
If there's a group of you willing to leave and start a new company dedicated to pursuing this idea, you might be able to persuade your company to let you pursue it your way without taking all of the risks you'd be taking. Get your group together and put together a polished proposal - the kind of thing that you would have presented to a VC to get operating capital if you were to go through with your plan of leaving the company. See if you can turn some heads right where you are now.
Virtue finds and chooses the mean.
Aristotle, Ethica Nichomachea
Unless you patent them.
IANAL but write like a drunk one.
I am logged in and also got he all green bars without summaries.
(FYI, I'm not that AC)
This is the sig that says NI (again)
Compaq created the first PC clone by doing the same thing you're talking about with the IBM PC BIOS chip and they're a huge-ass company now. No one even remembers that they reverse engineered their first clones.
I don't see anybody suggesting this.
You can do exactly the same, perhaps in your own time, and write an agreement to claim a bonus for any efficiencies or new business gained, without any of the risks involved in your frankly insane strategy.
IANAL but write like a drunk one.
The last time this happened to a company I was working with, the original company simply issued an injunction against the new company preventing it from selling the product, by which time the guys had to get new jobs to support themselves and the product was two years out of date. The original company simply retracted the injunction when it came time to fight the case.
At last, a sensible bit of advice! Talk to your employer first.
First, there's no way to avoid legal entanglements if you take ANYTHING from your employer that they have paid you to produce. The only clean, legal route you have to code happiness is through your employer.
Second, actually selling a successful product requires at least three legs on the stool: development, sales, and corporate support (finance, IT, HR, and executive). OK, you've got one leg -- who's going to provide the rest?
Lastly, just trying to get your current employer to let you set up shop internally can provoke changes for the better. Your employer might wake up and ask themselves whey those geeks from development are clamoring for a shot at selling a new product.
"We receive as friendly that which agrees with, we resist with dislike that which opposes us" - Faraday
This is not a joke. My company went through something similar relating to IP, when we were starting up.
You will have to find a lawyer that specializes in _software_ IP. Ideally, you'll also want to find one that's very good. This can harder than it looks, since your existing employer might be big enough to cause problems in the client/lawyer noncompete phase. What initially happens is that the lawyer you want to hire will get some info from you and then figure out if they can even talk to you (it's a conflict for them, if there are any overlapping interests). This shouldn't cost anything, but that's the last free thing you should expect from the lawyer. :-)
As far as the cost for someone who specializes in IP, be prepared to spend a few hundred dollars per hour, perhaps billed in 15 minute increments. Conservatively, you should be ready to spend the money for a few hours of the lawyer's time at the onset. This will cover the time to talk to you and some basic research on the lawyer's side and then the follow-up.
Something that might help here is that they should be able to provide some guidelines in how to shape your new software and some areas/features/functions/etc to avoid in order to reduce the possibility of infringement on your side.
Specifically to your point though, by duplicating the functionality of the software of your existing employer, you should be ready for the lawsuit to come.
Let's be frank, the chances are they are going to be out to destroy you, since they'll perceive that they provided you (and several people who also used to work with them), the resources/training/knowledge to create something that now competes with them and that won't make them happy.
So... depending on how large they are, are you prepared to spend tens of thousands of dollars in your defense?
Unfortunately, the legal system can often favor those who have the larger pockets and one tactic used against you will be probably be to require you to do perfectly legal things that will drive up your cost.
One thing that helped us out was that the lawyer we used understood our start up nature and recommended someone who was cheaper per hour, in the event we were sued and needed someone to handle the motions/discovery/etc that would have come flooding in.
Most jobs, I have seen recently have non-compete clauses that can have many clauses, among many others.
Some of the clauses, seen.
- Non Compete, for 6 months after you leave their employment.
- Non Compete without permission until either the company or you have ceased to exist.
- All things done on company owned property is property of the company. This can be from writing your own code to your resume. (Open Source coders have to be aware of this one, as the company can enforce their rights and the next question, oh but how will they know, some companies I have seen, the machines had keyloggers and such on them)
- All things done while under the employ of a company can be property of the company. This leads to, a company developing an online calculator, and you create a New eco-friendly engine, that runs on water, they could take this as their own property.
For Contractors, there are also some clauses
- All work done under the contract is the property of the company, you may not use it for your portfolio, or use it in other applications.
They also sometimes will have non-compete clauses.
Other items to look for in a contract, who will own patents, and remember the company itself may have a process patent, though it may not be valid anymore, but even going through court with it being invalid, could still be costly. Research based companies usually have clauses regarding patentable items, and usually they are more all-inclusive, such as all work done towards patents while you work for them is property of the company (though sometimes it's good, because they also have the money to spend to research the patentability, and to do the patent work)
The basic rule, read the contract in full detail, and if you have any questions, talk to a lawyer. Or move on, and find something new to do.
Weird. As soon as I logged in, the display went back to normal...
That comes down to the part of your brain that was modelled working on the company product. They cannot reasonnably claim that, at least in a free country... The rule of the game, in our money world, would be to pay you enough to kill your temptation to quit and/or create a better product. Also, if you worked in a specific field and you quit, no employer can forbid you to work again in that field, since that's would be the best trump card to find a new job! The only leverage allowed is "more money"... that's the master rule of our money world. But in that money world, quitting and making a better product won't help you getting corrupt clients acquired to your previous employer by your side... but that's the matter of defining "what" you can buy with money.
Same here. This is NOT working ... Time for a revert, boys.
For those who were as clueless as I about the possible Mr. Gadd's in question, I suspect parent is not referring to American drummer Steve Gadd, or British baritone opera singer Stephen Gadd (there's enough confusion there already), or Canadian singer Floyd Gadd, but to some guy named Paul Francis Gadd, who was apparently also a singer, and had sales of his music decline after being found to possess child pornography. He used a stage name, "Gary Glitter", but apparently that didn't really protect him.
404555974007725459910684486621289147856453481154 in hex is "You sank my Battleship?"
[GPG key in journal]
Also, you/the author doesn't mention what country they are in as laws are different. Also if you register a new company in another country and then pay some chump (Best to find a drunk on the street and get him to sign the company documentation, Its harder for the law to trace him as he is homeless but does exist) to be on the board as CEO. (This will probably cost you a few cans of Special Brew and some smokes)you can evade any legal problems as its country specific law/patent etc. This is all theory, apparently!
try to research in depth the IP and non compete laws in your area. there is usually a limit on how long they can legally hold you to a non compete contract. as far as your code being very different you will have better luck with the IP part. try to keep quiet about your plans until they start to materialize.
So, it is worth seeing if there's a new way of tackling the task (a business process, a novel architecture) that can be patented. This would give the new company some intellectual property to build their application on.
Of course, it's not even worth thinking about the problem until you are completely disengaged from the prior company. That sort of chicken and egg problem has its own legal ramifications ( if you think up the inventive step while at the existing company it may be 'work for hire' ).
My personal preference is to go and invent something else. I'd be bored stupid reimplementing someone else's idea of a product.
Being sued is as bad as losing the suit. It's expensive and they will put you through hell.. depositions, discovery, paper out the wazoo, and you have to pay your lawyer.
Also, customer lists are intellectual property, just like code is. The company paid sales staff to develop sales leads, just like they paid you to write code. It's theirs, and you generally can't take it if you have an NDA or noncompete in place.
Finally, if you're targeting the same customer base -- or even the same industry -- you're competing, and don't underestimate the power of a noncompete agreement.
In short, get a lawyer, now, before you do anything.
If you are successful, you will have to contend with possible legal action which is why you get your ducks in a row before starting out. It could be that you could create multiple levels of consulting and corporate shells and obscure your involvement, but over time, that would be found out. Get a great lawyer (and spend some $) to help you set up your new company as liability free from the old as possible.
Better yet, get the company you work for to sign over rights to use similar business processes for that whole new group clients you are targeting. You might even agree to accept a less-than-you-deserve raise or two to get this "perk." If your current company is short-sighted, they just might agree to this just to get you off their backs for a while and survive in the current economic slow-down.
If the company you are working for is so messed up, it could be they won't survive too long after you take the core brain trust to the new start up. At that point you'd be wise to swoop in and buy out the original company so the ownership question of IP would become moot.
I think they're called "Attorneys" or maybe "Lawyers". I don't know much about them but I've heard of them and think you might be in need of one.
Good luck, though. I heard all the good ones are dead or something like that.
I've always wondered how Dawkins Himself would react if you got the front row in one of his lectures to wear "Dawkins is God" T shirts.
He'd strike you dead with a lightning bolt.
At the very least, buy this book and read it. Get legal advice because laws are different in different states and your contracts and situation varies from case to case. Paying $1,000 for a lawyer now is nothing compared to what your legal bills will be if you have to defend yourself in court - even if you win. And getting your lawyer to negotiate is always an option. Speaking directly to the company on such issues is not advisable. Have a lawyer do it and do everything upfront. Just because you signed a contract doesn't mean you can't do it or are bound to the agreement. A lot of contracts are "boiler" plate and are not enforceable. For example non-competes hardly ever stick (especially for contractors) but non-solicitation does hold up. In many cases only specific sections of the document are enforceable and if you are a contractor you have many claim and ownership rights in the legal system that an employee does not have. Basically as the creator you own the software you have made and you must grant that ownership to the company in an agreement. As an employee, you pretty much own nothing unless it is on your own time and some will debate that as well but it is much easier for the court to rule against an employee vs. a contractor. Your lawyer can use a crummy contract (and most are in my experience) to your advantage to come to an agreement with your client so that you can proceed without the fear of legal action. Or you can at least be well informed before you roll the dice. http://www.nolo.com/product.cfm/ObjectID/2C02C865-21E7-497C-9DDDBA058175FFA1/310/266/
If you're rewriting from scratch, make sure they don't have any patents on their product. They can't win a copyright suit unless they can prove you actually copied code. A patent suit is more squishy in that they only have to prove you stole their patented idea.
However, be cautioned, this move will cost you -a lot- as in NO INCOME until you sell product. How's that for encouragement?
-- I am. Therefore, I think!
Only one way to find out. Go for it.
Just make sure you and your friends put together a business plan, and incorporate as an LLC within your state.
A good biz plan will make you think about the aspects of the business that as coders, you would rather neglect.
An LLC will protect you if you do get sued. You can always fold up rather than enter into a long legal battle, although if you're taking nothing with you except expertise you've earned, they will have a hard time saying you stole anything.
Also, asking for legal advise at slahdot is like asking your plumber to fix your car...
Hah, if you live in the US and have freedoms you enjoy, you can sue anyone over anything.
From legal point of view your mileage may vary. But from my personal view the situation is clear:
You have a contract with the company â" company make initial investment to bring you domain knowledge and specific application experience and company pays you compensation for your work.
You like to abuse this contract by taking something that is not intent to be distributed by your employer, namely domain knowledge and years of company's experience about specific application. And use that 'know how' to compete with mother company.
The only decent solution is to address your employer with strait query about your intention, possible partnership and terms of transferring his 'know how' to newly established enterprise.
Dmitry Gorbatovsky
Steps required: convert existing comment data to UTF-8 (ok, that's a delicate one considering the size of the table), make Apache use UTF-8 as well, and possibly fix some filters.
"And possibly fix some filters" is much easier said than done. Please read my previous post about why the installation of SLASH on Slashdot is configured to whitelist characters.
IANAL, which is why you shouldn't ask legal questions on /.
If the answer to an Ask Slashdot is "ask a lawyer", the question was really "what should I tell my lawyer?".
This entire discussion sounds so much like the ones on self censorship with regards to the government/other evil entity listening in on our conversations. You change your behaviour on the mere suspicion that something could happend, which is a really bad thing. That way the red-team wins on walk-over.
In this specific case, people fail to pursue the american dream, of creating value for themselves and society on the basis that a company they used to work for might go after them in court.
Does anyone know if/how often lawsuits like this actually does happend to real people? What US states enforce non-compete clauses without any compensation to the signee?
She made the willows dance
As engineers, we all love great architecture, great code. Personally I take a lot of pride in engineering code that is built "right".
But to our customers, they could care less about code. If they think the product does what they need, they will be interested.
To answer your question, will you get sued? Most likely. Does it really matter? I don't think so.
Companies gets sued and sue all the time. It is a part of almost every business that makes a buck.
This is the reality: Can you sell your product? Can you pay the bills with it?
If you can answer yes to those questions, then go for it. Otherwise, it might be wise to find a different product to invent.
I've always said English was my second language. Had Romeo and Juliet been written in C, I might have understood it.
Get a lawyer and remember, the most expensive thing you can do is get a cheap lawyer.
Move to Canada. Set up shop. Develop all you want. It's too cold for lawyers to come up here. We are all drunk and can't be bothered to sue. We have 'free' health care and you are only taxed until Mid-July to pay for the privilege. Once you get our women (or guys - if you're female) out of their parkas, they look pretty decent too. See you soon. Bring a shovel, mitts, mukluks, woollies, lots of socks, nose-warmer, ear-muffs, thermos and the aforementioned parka.
*** Don't be dull.***
Couldn't you offer a buyout of the IP rights to this software to your employer if they don't appear to be interested in funding ongoing development and maintenance of the code and marketing of the finished product to their customer base? Granted it would take more than what you have, but if you believe the market exists out there and your team can pool resources together to get all the legal and financial stuff taken care of with starting a new company, you could make your current employer realize how dumb they were in not listening to you to begin with and make them pay for it in the form of lost revenue.
If you think you have the talent, finances and skill to create a software offering, bring it to market, land enough profitable customers to make a living at it and grow a business, why not create something new?
If you're intent on doing what your employer did, the safest path would be to find another way to make a living while the non-compete expires. Non-competes are not successfully enforced when the employee is denied a chance to make a living with their job skills.
Your skills are in programming (and, I hope, product management, product marketing, business management, finance and operations). To claim your only skill is to create the capability your prior employer created for customers is very narrow and much easier for your employer to win their claims against.
IANAL but I have been on both sides of non-competes in business (not in court, thankfully).
Before leaving the company, delete all the existing code, smash the servers, shred the backups, bomb the offsite storage, and slaughter any employee or customer who doesn't follow you. That way when you do release your product, there will be no one left to try sue you-- and even if there is, they don't have a product to use as evidence anymore.
(Suggested because this advise is just about as good as anything else you'll get on the thread. Get a lawyer. Seriously, why to people insist on asking Slashdot "How do I do this legally questionable thing without getting caught?". Do you really thing that when you do get sued, you can go to court and use as an excuse "because halcyon1234 told me it was ok"?)
UTF-8: There and Back Again
First of all, posting a question like this on a public forum such as Slashdot isn't going to get you any answers you can have confidence in. In fact, the posting itself, though made on a "no name" basis, does provide a few clues, is traceable to whoever posted it initially, and could come back to haunt you, as evidence of your timing and intent, if nothing else. Are you sure no one could ever link this up to you? Are you sending emails like this to each other as well? Pretty dumb, if you are. Find a lawyer and get some competent (and confidential) advice before you make indelible records of your deliberations and footprints.
I wouldn't mind. But I also allow my programmers to take whatever lines of code they wrote individually, even on the job.
... is that the threat of legal attack is preventing some people from trying to make better software. This is only good for lawyers. This is exactly the sort of world that we DON'T need.
Closed-source software is dying. In the meantime, there has to be some balance between a company's investment and the creativity of all people. An NDA provides some balance if it is reasonable.
Of course, most software companies today want to own your DNA and every character that you type, wherever you are. I strongly recommend that you read your employment agreement carefully. I also recommend that you not work for organizations that demand your enslavement.
Look to see if there's an open-source project in the same field. If it's already being done as FOSS, help the project and make a name for yourself. As long as you're not constrained by an NDA...
"The product we work on is under-budgeted and over-hyped by the sales drones. The code quality sucks, and management keeps pulling in different direction."
Humanity may be alone in the Universe, but bad software and fast-talking salespeople have plenty of company. And victims.
Rich And Stupid is not so bad as Working For Rich And Stupid.
In my experience, paying the 250 bucks for a consultation with a lawyer that deals with this kind of shit, is well worth it. I'd like to suggest that you and your friends chip in, and pay a lawyer and get the facts, instead of taking risks trying to figure it out based on what others tell you, what you read out there, etc.
It's uncanny....I could have written this exact same post....sigh....
My company was acquired by a much larger company, and "they" chose to consolidate our platforms onto a product offering that I (and my coworkers) feel is a much lesser product. We offer a hosted ASP solution with accompanying business consulting. From a tech standpoint (myself being the primary developer on our software), the platform we are moving to is horrible, crappily written, aging, and falling apart on itself.
I have had the same thoughts about wanting to do it myself, rewriting from scratch, but there would be obvious similarities in part because I wrote much of our own code, and because there are only certain ways you can do things in our business. On top of all that, we had to sign non-compete employee agreements when we "hired" onto the company that bought us. I wasn't (am not still) in a position to quit my job, and at that time I didn't know what garbage this company was about. Unfortunately, it seems I'm also in a state that *does* enforce non-competes.
My thought now, is to write competing software, and open source it as a project on sourceforge. The way I read it, the noncompete keeps me from working for a competitor or starting my own competing business, or somehow profiting from competition, for a period of one year. But if I write software that does what we do, better, and allow someone else to use it and base a business on it, that would at least be something. Plus, maybe some other opportunity will come along, I'll go there for a year, and then could really focus on creating a competing startup after that. The sad thing is, this company has bought the top 3 competitors in our business niche within a year. This foolish "integration" for has effectively stymied any progress for our market for at least 2 years, without any signs form management that they want to actually create any new or innovative ideas. And we're consolidating on technology from 1996 - for a web-based ASP business!!
Honestly, I have no interest in the business - I enjoy the people I work with, and had pride in providing what I thought was a great product. Now I am embarrassed to be associated with the product offerings we have. I don't know if spite alone is motivation enough to create and maintain a new software project. But I think publishing an open source php/mysql platform solution that basically does what our software does is the only way.
Feel free to ignore this little piece of advice but:
why would you want to do that? Seriously? Sure you could probably pull something better together but you have to dislodge your previoys employer (and even if they would lose in court spending time on a court case is not only costly but pure death to business). Ideas are cheap, the ability to turn ideas into reality is expensive. If you have a group that can build stuff then build new, better and interesting stuff instead. Building a marginally better spoon is not the way to happiness.
I've had a wonderful time, but this wasn't it -- Groucho Marx
Once you get going, you can hire other programmers that can get frustrated about you constantly changing directions as you try to avoid laying off more of your people
Sounds like you are not happy with the company? Why sabotage them after you leave? Why don't you start the code down a route that is not possible? Simply Break shit that won't get realized until that cron runs at the end of the quarter. That way when you quit the new lackeys they hire will be so confused their product will never work. When things break blame the structure not the code. Stay working for the company drain them for every dime they are willing to pay you while you and your buddies have night meetings where you plan the whole new product out on paper. When they fire one of you everyone agrees to pay a portion of the fired guy from their salary so he who was fired can start coding full time for the new company. When half of you are fired, by that time you should be set, all the clerical office supplies you could have ever wanted should be stolen by then and you might even have a working product out. The last half should go mega office space, literally they have a day to cause so much damage it isn't funny. You have to be careful about it. "Oops I just accidentally dropped the backup tapes down the stairwell", isn't as good as..."I didn't catch the tape backups haven't been really running for the last 2 months. And we just had 3 hard drives fail on the main servers raid!" fake sweat and fake panic would probably be good for you at this time... Do everything you can to make up for the screw up, laugh inside at the idiots, and work your way into unemployment/self employment.
The SCO Group has merrily sued IBM, AutoZone, Novell, and DaimlerChrysler and threatened
all Linux users for all sorts of things, including:
Disclosure of Trade Secrets that do not exist
Disclosure of source code that it does not own
Copyright violations for code that comes from BSD, X Windows, and the OS/2, Multics, and
Tenex operating systems
Copyright violations for code that it is currently distributing with a GPL license on
its own ftp site
Copyright violations for code that is is currently distributing with a BSD type license
on its own ftp site
Copyright violations for code that it wrote and distributed under a GPL license
Copyright violations for code that Santa Cruz wrote and distributed under an open source
license
and that's not even the complete list. Yes, anyone can sue you for just about anything.
I am an attorney, but am only licensed to practice law in Missouri and Illinois. So if you do not live in one of these two states, please stop reading this. Or, if you must continue, consider it hypothetical.
Yes, you absolutely can be sued for copying even the idea of a software product from a company you used to work for.
They will argue that you could not have written your code without the ideas (read: intellectual property) gleaned during their employ. You will almost certainly be liable for copyright infringement, and as you would now be competing with them, they will almost certainly devote significant resources to prevent you from releasing it to the market. Or they could wait until later and simply take your profits, enjoin you from selling it ever again, and add punitive damages as well.
You could reverse engineer it, but at some point, you must pay your old company for the product.
" ... Can we be sued for IP infringement, theft, or whatever? ..."
Absolutely, yes.
"Whatever" is amongst the most popular grounds for lawsuits.
You (and I) can be sued for essentially anything, from serving coffee with breakfast, to not serving coffee with breakfast.
Life in America is perhaps best described as journey that presents endless opportunity for litigation. Most people squander the chance to instigate a few thousand potential actions every day of their lives.
Don't make the mistake of assuming your employers would do the same, once it's clear that you no longer are of Earthly use to them.
Just because you can get away doing something legally, does not mean it is ethical. If you really want to know its legality -- ask an attorney. If you really want to know if it's ethical -- ask your conscience and debate it among your peers.
I work the register at bed bath and beyond and they own every idea and work I produce while I'm on their time. If you work for a software company, they certainly must have had some language like that in your contract.
I am in a similar situation. Let's swap opportunities and consult back and forth to get up to speed on each other's industry and product. That prevents any legal threats from holding up the business. This will be good for customers since the "right thing" can be built without being saddled with incompetent management.
I am Ashamed of you people, this is slashdot and someone here has just given us a Dorothy Dixer. (Please note this is my interpretation I'm tiny whinny bit biased) Well you see there was this Operating system called Unix that was written in the 1960's.... AT&T which was a phone company couldn't sell, due to the laws at the time, software so they allowed Unix to used by University's for a small fee. [this is probably a bit loosely based on truth here] In the 1980's the laws changed and AT&T could sell software. Well AT&T said everything to do with Unix is ours and any software that has been added to Unix by the University's is also ours and pays us Mega amounts of cash to use it. Well some people at University of California Berkeley (UCB) got very annoyed with this and released a version of UNIX without any AT&T code. This version was called BSD 4.4-lite a court battle then ensued that ran until the mid 1990's. Novell then purchased Unix from AT&T and some sort deal was done and UCB no longer distributes BSD. heres a link to the story. http://oreilly.com/catalog/opensources/book/kirkmck.html so lessons learnt 1) You will get sued 2) If you hang in there you might just win 3) Be prepared to cut a deal 4) [maybe this should have been first] Get a good lawyer !!! 5) You ever here of a guy called Richard Stallman ? - sort of the same thing happened to him but he started something called the free software foundation. http://www.fsf.org/
Contemplate four things:
(1) The "Law." Does it favor you?
(2) The "Facts" Will you be able to prove that the law is what you think it is?
(3) The "Legal War Chest" Can you afford to prove "the facts?"
(4) The "House Lawyer" Can you afford a house lawyer?
If you act on your contemplations, you DEFINITELY need a lawyer. You must assume that your former employer will go after you (if you have a dime) and you must prepare for that. You'll need to be extra-careful about documenting code-origins. Every act that your company takes probably ought to be vetted. You may want to 'chinese-wall' some code development from others. Lots to think about.
You are entering the realm of the blood-sucking lawyers, as the man from Jurassic Park said.
Are there any patents involved? If not, and there is no non-compete agreement you're in the clear. You can only copyright a specific implementation, not the entire concept. That's what patents are for.
No matter what the legal angle you are trying to exploit, that you are considering something like this shows complete lack of moral integrity. I am thinking your firm is going to be better off without your participation in their business.
The right to own what is our mind is what we should fight for as a community. The code you developed for that company is the product of years of study and practice that the company did not pay for, you did. They can own the product you built for them but not your knowledge about the product. Owning what is one's mind should be a fundamental right.
... you should also be getting yourself a lawyer?
I was in a similar situation, but where "conflict of interest" was the issue at hand instead of IP/Copyright issues.
Do what I did; Get someone who *didn't* work with you guys to be your "frontman", and have him do the sales...and even say he coded it. Shut up and don't tell the people you used to work with what you're doing and you can't get caught.
Isn't this what the guy who wrote ACT! and then SalesLogix did?
Without the company's management in the way, you'll likely get your product out before them. At that point, they'll be copying your program.
(That's assuming that they ever get off the ground -- they'll have to hire new programmers!)
The real issue is who holds right to the concept.
And then disappear in a puff of logic?
echo -e 'global _start\n _start:\n mov eax, 2\n int 80h\n jmp _start' > a.asm; nasm a.asm -f elf; ld a.o -o a;
And a a appointment with a career adviser if you want one.
Is IPA somehow dangerous?
X-SAMPA is a workaround.
Cyrillic?
Yes. Remember the IDN homoglyph attack?
Or the Euro sign?
€ produces €.
I get the feeling that the whitelist was put in place by someone who doesn't really know Unicode (and/or didn't want to spend time with it)
Correct. It's easier to whitelist Latin-1 than to comb the entire Basic Multilingual Plane looking for anything that's not part of a bidirectional or complex script. If something won't increase SourgeForge, Inc.'s ad revenue, it's not worth spending time on.
Hi, You also need to consider the fact that you are infringing on their intellectual property-- even if you aren't taking a single piece of code. Intellectual property can be defined as an indea-- which is essentially what you are taking with you when you leave. You are taking the idea of the company's product and building upon it for your product. I am not sure who would win the suit, but you have to consider that you could be in violation of stealing their "ideas" and expanding upon it-- even though their current product sucks.
I agree with comments saying or implying a lawsuit is likely. However, your current employer may choose to wait to sue until they have a chance to recover at least their costs, and maybe some upside. So the lawsuit may come after you've signed a few customers, and perhaps right when you are looking for additional capital to expand. That will put your current employer in a much stronger position - the more potential you see in your business, the more willing you'll be to settle. Meanwhile, time will be on their side - dragging out the lawsuit will block your expansion.
Even if you got away with it without being sued, your reputation would be shot. Seems a bit like stealing an aquantance's girlfriend because you can "do her better".
I think you are better off thinking of something new, possibly related so you can leverage your contacts.
Life is more about contacts than skill and knowledge - as you have hopefully noticed by now.
So basically the majority of the comments here seem to imply that there's no use in trying to create a better product to compete with a bigger entrenched company.
So, if you think you can do something better than your employer, and they have no interest in providing a better offering themselves, you're supposed to just sit back, accept it, and keep on supporting mediocrity? What kind of crap world are we in where that is OK??
great in favor of the defectors. The previous company I worked for was started by a group of developers that left a large company and they started a new small company that did the same thing. They did not steal code, and in fact wrote it on OS/2 rather than Unix. They were, however sued (but not until they got a small amount of success, naturally), and they countersued and got a large settlement, which they used to grow the business. After about 10 years, they were bought out by a much larger company, and the three original owners got paychecks of about $150 million each. Also, the people like me who had slaved and sweated to make the company worth so much were given a bonus of being allowed to continue to work at the same salary. You'll note that I said this was a former company.
On another note, I have also done this myself. I was one of three people that started a new company utilizing the same idea as the company we left. We built on unix rather than on minicomputer, and used Windows PCs rather than dumb terminals. We weren't sued, but we weren't successful either, thanks to the one non-technical guy who was the manager and basically screwed us out of being successful.
If you are not allowed to question your government then the government has answered your question.
It's not only +1 Informative, +1 Insightful, but also +1 Interesting.
Also, compared to a lawyer, it is +1 Useful and +1 Cheap, not to mention +1 Fits In A Backpack.
Is there enough of a market for the software to support your current employer and a new competitor? Maybe your employer's software is less than stellar because that's what they can afford to produce based on what the market is willing to pay.
Are any of your friends sales and marketing experts? Even if you make the most wonderful product in the world, you still need to get customers interested and close deals.
Can you and your friends afford to self-fund a startup for two years? If not, you'll need to find investors, and investors will generally want you to hand over most of the potential profits in exchange for them floating you the cash.
You could end up working for two years with limited income, no job security, and only a small chance of turning a profit.
Hey Mode this story backup what do you mean off topic? If you read the story about bsd its a carbon copy of what this guy wants to do . :-(
You can and probably will be sued. Your employer will perceive that you're ripping them off. That's when most lawsuits get filed. If you don't want to deal with it, stop now.
Whether your then-former employer can win a suit is another question entirely. For that you need to consult a lawyer who practices in your state.
Moderating "-1, Disagree" is simple censorship. Have the guts to post your opinion.
1. hire the best lawyer you can find (not locally, at a national level).
2. be the BA and write the requirements.
3. hire other people who weren't involved in the company to actually execute on your design.
4. get sued by previous employer. If you did a good job during step 1 and step 2, then this step should be easy (but will still happen).
5. enjoy your new business.
Make sure you have a lawyer look at your situation first, but should also have a solid business plan before embarking on venture like this. While I'm no fan of "over-hyped sales drones" you need to step back and objectively ask yourself who is going to secure the customer base for your product. While you may be good writing code, can you sell a product or do you know what to look for in hiring someone? Likewise, who is going to take on the role of project, and maybe staff, manager? Then you need to start thinking about payroll and healthcare. It takes more than writing good code for even a small software company to be successful--you'll probably find yourself gaining a lot of respect for the people you were previously complaining about.
My eyes kind of glazed over at your post. While I think I was agreeing with most of it, the final phrase maybe thats its purpose? caught my attention.
While it is laudable that you properly avoided the use of a spurious apostrophe in the word its, I am afraid your entire rant was ruined by the lack of same in the word that's .
I was so disappointed that I am going to skip pedantically critiquing now.
I assume you are correct about the non-compete though you will probably need lawyers if they attempt to intimidate you. If they have a patent on any of the software you could be in trouble if the features you decide to re-engineer are included in the patent. Otherwise, I would document your requirments and design very carefully so you can demonstrate how you developed your product and why it is in the marketspace it is in. It is quite possible that your employer is going to be hoping mad and looking to inflict as much pain on you as possible since you exit may be the best way to explain their failure. Of course if you stay, you will probably be blamed anyway. In situations like this, in my experience, the incompetants always are on the lookout for someone else to blame. Good luck
Ivan Handler
Yes, people have done this before. But mostly people have done it in an environment of trade-secret vs. patented code. If there are patents involved you need to decide how litigious the company is. If they are apt to throw lots of money at lawyers, you might have a problem.
I would offer that it takes more than some programmers to set up a company. You need a management team that you can get along with. If you start with a bunch of programmers and nobody else, you will almost certainly fail. Having some folks that can garner investors and operate the business can make the whole thing work and you will certainly wipe out your current employer. The key is that the programming talent shouldn't need to worry about a lot of operational issues.
Yes, I own a software company.
Why stay in the USA? If you have reasonably good software product and a market for this software, then you can move to anywhere in the world to write this code. Then set up a company in the new host country, pay off the local district attorney, market and support your product over the internet, and use local American companies to be your local distributors and handholders.
You don't even have to live in this other country as you are creating the software. Contact some local lawyers to set up a software corporation headquartered in that country. And I don't mean some poor third-world country (although they have many advantages) either. Think Finland, Singapore, or Dubai.
If your company is headquartered in some other country, then it becomes much more difficult for your present (soon to be former) company to harass you. Especially if the lawyers in the new host country are competent enough to keep your management and ownership hidden.
Besides, if the new software that you introduce is as good as you believe that it will be, then the company with the older mediocre software is going to be too busy maintaining their market share to spend much time trying to destroy their new competitors. Especially if you take measures to protect yourselves.
A bit off topic, but this is an example of software development that I have seen successfully used on a number of occasions. Don't evolve the current code base - maintain it. While at the same time, starting from scratch will all the lessons learned from the previous iteration. Basically, don't incrementally make it better, rewrite it every 2-3 years.
Anyone else had success with this method?
You need a lawyer. These are not black and white issues by any stretch of the imagination. Many factors need to be considered, including specific facts you will want to discuss under various types of privilege, for your own protection. Please, don't take any advice offline, not in a forum and not in a website. IP lawyers would not do as well as they do if there were easy answers to these questions. There are not any easy or quick answers and it takes years of experience and judgment to make these calls. Please get a lawyer, or if you can't afford one, contact a local law school to see if they have a clinic that can advise you.
They will go to your potential customers and say: We(OldCorp) might sue you (CustCorp) for illegally receiving our trade secrets from NewCorp, who we think misappropriated them. You (the potential customer) might want to ask NewCorp if they'll idemnify you if litigation ensues? Oh, and if we get an injunction to prevent CustCorp from using the ill-gotten gains of NewCorp, will that affect your business?
Oh.. NewCorp is a startup and has no assets? Hmm, CustCorp.. tying your business to that might kind of risky, just sayin', you know...
Whether you took the code or not they will sue you. They'll assume you *did* take the code and will want the discovery phase of a trial to see if you really are clean or not. If you didn't they will still have deeper pockets than a small startup and will work to extend the pre-trial aspects of the suit as long as possible so as to win by attrition. And, during all of these they could easily have a judge put an injunction on the sale of your project. Even if the judge didn't not very many customers would want to purchase a new, unproven, program that is starting life with uncertainty about it's longevity.
Comment removed based on user account deletion
Yes, non-compete agreements have been difficult to enforce in IT because it's hard, as an IT worker, to get another IT job that doesn't violate the non-compete in some way. They're not going to let the companies take your livelihood away based on a non-compete. That said, if you quit your job and go implement something which is pretty obviously the *same* product, they'll have no problem getting you for that.
Get a lawyer, since it's stupid to ask slashdot for legal advice, and maybe he'll tell you something different. Don't be surprised when he tells you to (*ahem*) not quit your day job, though.
Game... blouses.
IANAL, however:
Stealing 'code' is only a small part of your problem. Your former employer may make the claim that in reproducing their product you are stealing 'trade secrets' and other intellectual property. Anything they do that is unique, even if it's just a process or a general way of doing things, may technically be their intellectual property. If you wouldn't have otherwise had this knowledge were you not an employee of the company, then their claim may be hard to shake. Make a list of things they do that really are unique, and be generous about it-- this will help you make an infomred decision, and will reduce your legal costs later.
The sad truth is that it's not about who's right or wrong, but about how much its going to cost you to do business. Your former employer is defending an existing business (with assests, employees, and a substantial time/money investment) and so will be very motivated. Their motivation could be expensive to you.
You should definately get yourself a lawyer. Hopefully nothing will come of it.
"The can absolutely sue you, but they'll lose."
Sorry, but I have to strongly disagree. I've seen this second hand, more than once in the industry. Thinking that you'll just get off with a lawsuit is very dangerous thinking.
The worst that will happen is the following. They will sue you for stealing the code. The kicker is that if they really want to put you out of business, they will also file *criminal* charges against you, for stealing their code. You need to be prepared for this, but good luck.
What then happens is that the Police will open up a criminal investigation. They are under absolutely no pressure to close it; they can keep it open indefinitely if they want. What this means for you is that your competition will be telling your customers that you have a criminal investigation going on against your product. Needless to say, your customers will be very reluctant to touch your product.
And all the Police have to do is find a relatively small number of lines of code which are the same in order to press charges if they want. Different police departments have different standards, so YMMV here.
Fighting these takes years; all the time you are losing sales to potential customers. It's basically an expensive uphill battle. So plan your strategies out in advance, and with advice from a great lawyer. Because their stategy is to bankrupt you, and your defensive options are limited.
The criminal charges scenario actually happened to a friend of mine, with Veritas (yes, that Veritas, when they were very small).
He had developed a great piece of software before going to Veritas, and then rewrote it from scratch at Veritats. They gave him a pittance for it, so he left, and rewrote it from scratch again, and started up a competing company.
Veritas didn't mess around. They filed criminal charges with the San Jose Police. The case might still be open after all of these years, I don't know. But I do know that he never went anywhere with the product, even though his third version was the best in the industry.
Personally, if I were in your shoes, I'd put your software under the GPLv3. That way at least you'd be getting a lot of publicity against the original company. And you might even get some legal help from the FSF. This is the only reasonable strategy that I can think of, as long as you MAKE ABSOLUTELY CERTAIN that there are no identical lines codes (other than the obvious ones, like "#include ...stdio.h...".
The best way to predict the future is to create it. - Peter Drucker.
Your plan works up until the point that the litigants pierce the corporate veil. Something that is FAR easier than you suggest.
Here are the steps.
They sue your debt ridden S corp. The lawyers run around for months trying to find you. (amusing, and will 'sometimes' get a company to drop the thing)
You no-show and allow a default judgment against your debt ridden S corp. Ok, no problems so far, I agree with these tactics, up until this point they will work.
Here come your real problems. The lawyers suing you want to continue earning their hourly fees. These lawyers will often convince the company suing you to to Sue You Again.
This next suit will petition the court to pierce the corporate veil.
If you no-show for this suit, they WILL win.
With the corporate shield gone, they can go after you personally.
Next they sue you personally, no corporate shield, just you. Defending this will cost you lots, not defending this will cost you lots.
You're correct that you don't need to defend that initial suit against your debt ridden S corp.
That's as far as your plan works. This sort of plan requires that you legally and expensively defend yourself from each and every following suit. If you don't, you will personally be on the hook. If you don't defend, they'll get a judgment against you. Depending on your place of residence, they can take many of your holdings. Unless and until the judgment is paid, your credit will be in the tank, it will be hard -impossible- to buy houses, cars, anything. In fact, I see bankruptcy in your future.
Since you mention that part of your plan is to live off cash for awhile, I'm guessing they DID pierce your corporate veils and sued your personally, then won judgment(s) against you. Otherwise, why would you have any worries?
There's a time for lawyers, and your plan demands a lot of them.
While IAAL and a law professor to boot, this isn't legal advice but general information .
Even if you don't take and use the code, you are facing some potential issues on a number of fronts:
1) Patent: Your (former) employer may have (or have filed for) a patent on the function and/or operation of the existing software. Even if you redesign from scratch, you could be infringing that patent once it is issued. Conversely, your ability to yourself obtain a patent on your new work (which adds to its potential commercial value) is probably limited or non-existent, given the "prior art" of your former employer's product.
2) Copyright: To the extent that your new product, independent code or otherwise, looks the same, you could face liability for copyright violations on the visuals of the old product. Beyond that, you would probably need to use "clean room" development techniques to create any new product, in order to be able to demonstrate that you did not utilize the old one in your work, since copyright infringement can be demonstrated by substantial similarity plus access; if your code too closely mirrors the old app, you could be deemed infringing even if you in fact rewrote it from scratch. "Clean room" methods help with that.
3) Beyond the non-compete (which may or may not be enforceable), you'll have to consider any non-disclosure agreements to which your team is subject, both from a contract perspective and to the extent your former employer brings a lawsuit alleging violation of its trade secrets (separate but related to intellectual property). Further, to the extent your work incorporates ideas arising out of projects done for your former employer's customers, there could be non-disclosures with those customers which you might be sued for violating.
Bottom line: if (or when) you get sued by your former employer, you will have to prove the negative, namely that you didn't steal any of its proprietary info. Beyond that effort, you may also be violating its general IP rights regardless of copying. {ProfJonathan}
Seriously. What's keeping you in the US? Emigrate and take your family and tax dollars with you. When Hollywood wanted to escape ridiculous "intellectual property" laws that Edison was holding over them, they relocated from the east coast of the US to the wild west where they could not be reached. If you really believe in the project and think it is that important... just leave. It's an unfriendly police state in the US these days anyway.
Before you make any moves, you're going to first want to gather together your employment contracts and take them to a lawyer along with a description of what you want to do. Non-compete clauses are one concern, but some are not enforceable since they would prevent a person from earning a living. Even without a non-compete clause, you could be hit with a lawsuit based on the inevitable disclosure doctrine, where a company can argue that their trade secrets would inevitably be compromised by the new employment. Finally, there could be wording in the contract that says that anything developed while you work for them belongs to them. If that's a concern, you need to make sure that any serious work on the new project doesn't start until after you terminate the old. A lawyer can help you deal with these issues in such a way as to keep your new company from being shut down.
Once you know what your options are, you need to make a plan. Who is going to be available? What's your new target market? When will your product be available? When will it be profitable? And how are you going to live in the meantime? You're going to want answers to all those questions before you make any moves you can't take back.
Good luck.
===== Murphy's Law is recursive. =====
Years ago I worked for Cadence Design Systems. The project I hired onto had spent over a year trying to finish a product. Some of the developers stole the source code, formed their own company and brought the product to market before Cadence did, even though Cadence had a 15 month head start.
Then they began selling their product, and used the money to buy two other software startups. When they got sued and found guilty of stealing source code, they stopped selling their version and paid a big fine, and still had enough left over to have a successful company.
My part? I was hired to close the barn door after the cow had left.
This is actually of some interest to me and my coworkers. We work at a game company where you drive a car around a city and hit other cars and shoot people and pick up hookers.
Or at least you used to be able to pick up hookers. Management said there were too many complaints and told us to take out the hookers to protect the children or something. So we released the current version with ugly hookers and you can't pick them up; the old controller button doesn't even work anymore. That made our bosses happy enough and the ugly hookers got to stay.
Well we think this sucks and me and my buddies want to implement a clean room version of this game that is merely inspired by it, and where you can pick up hot looking hookers again. We wouldn't be taking any code over with us, and we figure that we're providing functionality that our old employer is not offering (being able to pick up hookers).
anyway the company can sue you, but they would most likely lose unless one of the following fact stands: 1. they patented partial of full feature set 2. they patented some key technology (not necessary the implementation) in the tech tree 3. they had non-compete term with you, which is unlikely since you are only engineers and you are seriously thinking about compete so most of the time, you are safe. but the value of software is in the service and maintenance. I don't see dominant privileges from making a less bug version. why customer choose yours instead of your company's version?
but be smart.
Make NO mention of what you are doing when you leave, it's prudent.
The Kruger Dunning explains most post on
What do the customers think about the products quality? If they are sufficiently upset, here's a possible scenario:
Do a survey the customers' opinions about product quality. Then, take that data to your companies management with a proposal to spin off your group as a separate business. You might have to cut them in as equity partners with limited voting rights (until you can buy them out). But this might be a far more amicable way of getting control of the development cycle.
Have gnu, will travel.
The company that made Bratz was successfully sued because the guy that invented them got the idea while working for Mattel on the Barbie project. This seems eerily similar to me.
Emigrate to a civilized country, where lifelong enslavement of former employees is unlawful.
Please mod me troll, not funny.
... doesn't mean the product sucks.
If you are really united, start up a software contract firm, and offer your services to your current employer. Since you have the product knowledge already.
It can be a win/win if you set things up cleanly and correctly. They will spend less money, because they don't have the general employee overhead (Easily double your salary). And you can make more money (Though, you will have to finance your own benefits).
If they say no, well then, your still a contract software firm, and as long as you didn't burn any bridges during your coup, you still have a descent advertise-able resume, and industry connections of sorts.
yea, put all you monies in bear bonds
"Can I be sued?" is not the correct question.
The correct question is "should I be doing this?".
Is it ethical for a bunch of guys to go and plan a parallel company while under the pay of another?
If you really don't like the project.. ditch it and start your own.. but don't use their ideas, don't use their market research.. just start w/a clean slate!
Also, don't go out of your way in stealing people from your current company.
The world is a small place, and your reputation is valuable. If you're known as "the backstabber" it will come to haunt you one day.
The point is not whether people sue you or not.. but whether you should be doing this in the first place.
Do the right thing. Be professional.
...you need to get a lawyer.
Oh, and get a lawyer.
Know what you're getting into. Your concerns seem to be oriented around the code, and the reality is that consumers generally don't care how the code is structured so long as it works. So if you do go down this path, make certain that you're actually going to give the consumer something better and more compelling to work with.
I am in the same position, and I have signed a non-compete. However, I am by-passing all of this by my friend starting the company in Latin America where my current employer currently does not market. Also, his company will hire me which means I am not directly competing. Second, we are planning on doing our code in LINUX!! My current employer does everything with Microsquish, and my current employer "re-packages" another company's software by re-branding--HERE is the irony-->My current employer is a MS valued partner. My friend will probably market his company's product and services here in the United States even while I work for my current employer. It is called contracting to my friend's company as a Solutions consultant. My current company and non-compete does not disallow me from working for other companies for network consulting, etc. I hope that this helps. In fact, I have told my existing manager that I was planning on doing consulting to help stimulate my income which he did not say was not possible. I hope that this helps.
How about asking them for a reduction to part time and Permission to rewrite the product on the side? Maybe they'd even make a deal with you.
So many college students think software writing or consulting is 90% writing code and 10% everything else - selling, delivery, debugging, etc. The they price their business plan or consulting contract accordingly. WRONG! Even a one person startup or consultancy you are lucky to spend 50% coding. ANd this falls to 20% for an established company with the support and sales overhead.
The problem is that the ideas where developed during the time you where working for the company which means that if you have a great idea and work even five minutes at work on your IDEA and you idea makes money the company can sue you because was done as part of your job (I know it sucks Welcome to America) P.S You can find a human everywhere, even under a rock, oh wait is just a lawyer
Try re-writing this product using a different programming language.
I'd like to buy homeland for our 10 million people. http://twitter.com/mahadiga
You are really, seriously going to make a major life decision based on an Ask Slashdot submission? Really? You're going to do that? Trust all the forum warriors and IANALs here?
Wow.
-B
Ash and Hickory, straight-grained and true, make excellent bludgeons, dandy for the cudgeling of vegetarians.
How long is your non compete agreement? Some are only 1 year. You'll probably need that long to get the new company organised.
Aren't a bunch of ex Google employees behind Cuil.com?
You will bypass all legal hurdles if you buy the company you work for first. Come up with a business plan, get a loan and make an offer. As a bonus you legally get the current customer list.
I know that here (Canada) if any part of your Employment Contract (or any other) is illegal in any way then the contract is automatically null and void. Which means any "non-compete" clause is too. Go over it and double check it.
When you make your software -- go GPL and "sell the service" since you are hosting it anyway. Open Source would be harder to deal with for them anyway since the software isn't competing with your former employer. Once they go "under" then you could change the structure of how you do business and slit Open/Closed source for "enhanced" versions.
Knowing what your current company is not doing is also a trade secret. If you gain an advantage because you know of things they are not doing or what the limitations of their code is then you are also liable for IP infringement as long as they can prove the only way you could know this is through having seen the actual source code.
it depends.. most companies have you sign a non compete clause that is effective for upto 18 months past the time of termination. Most companies esp large ones will sue and win.. Its really not worth the risk imho..
Seriously. If you are thinking about doing something like this, you (the group) need to spend the money for a consultation with a good intellectual property lawyer licensed to practice law in your state. You don't need /. for this, and the fact that you're posting this question here rather than just going to see a lawyer could be taken as an indication that you're either very half-baked on the whole idea at this point, or are really on a shoestring budget. Maybe both.
A lawyer can identify for you any areas where you current employer might be able to totally nail you in court, as well as things they could do just to harass you. A lawyer can also tell you the areas where you stand on very solid ground. The first harassment technique that comes to mind is suing you for anything they think might stick. At that point, you will spend a lot more than the price of a one-hour consultation with an IP lawyer. You'll spend the cost of hiring a good IP lawyer to defend yourself.
You'll need to bring copies of your employment agreements, IP agreements you've signed, and any relevant documents.
If your employer is like most, you've signed any IP agreement that says anything you invent at work belongs to the company, period. Re-writing a workalike app from scratch - even if you use a different language and nothing that looks even remotely like the original code - might be a tough sell in light of such an IP agreement. A good IP lawyer can tell you exactly how tough of a sell that might be. You really need to go into this with your eyes open.
Having so many debts stacking up on my bank account, I kinda started looking at it as math... it's just numbers... You get used to being broke... Make a killer app, GPL it, let them come. Be an hero!
Read carefully.
http://www.adtsoft.com/pr01.htm/
The only thing new in this world is the history that you don't know.[Harry Truman]
You might want to check your contract with the company. You may not be in violation of creating your own app, but creating your own app similar the app you worked on at the job you just left. Bottom line: Check with an attorney.
Get a lawyer.
On a slightly related note, what if you are creating an open source version of the software, and you allowed a few years to pass after leaving the company before releasing it? And what if your open-source version is more-or-less a consumer-grade version of a commercial app that is targeted at professionals?
Just curious.
Before you worry about lawyers etc:
- Write up a functional spec for the product.
- Then a business plan i.e.
- How are you going to make money?
- What is your market?
- Who is going to sell it?
- What is your exit strategy
- THEN write the technical design and budget it (time-wise)
- THEN realise (and convince everyone who was soooo up for the challenge when at the pub last week) that they won't get paid till you start turning money (easily over a year... most likely 2-3 years
- THEN work out how you will pay the bills in the meantime... have a life... and make sure your other half doesn't leave you
- THEN (if not before!!) you will ABSOLUTELY need to discuss who does what in your resultant company; and of course who gets what remuneration.
Once you've done ALL OF THAT you will be ready to talk to lawyers, and (possibly) incorporate
Sorry to say, but, it sounds like you (and your friends) are experiencing is called "the entrepreneurial seizure" (Michael Gerber) - The E-Myth Revisited (read it!!)
I have a feeling you have no experience at this. I have doing this successfully for a long time and know all the tricks, so I seriously doubt your claims about how fast you could do anything. It would take you months to get a hearing, let alone progress on any of this. Even if I were willing to play ball with you, which I wouldn't. In summary people, the best way to deal with the American legal system is avoid, delay, hide, and ignore. Lawyers are overpaid stuffed shirts (and most of them are pretty dumb). What I have suggested comes from personal experience and I have done this successfully for over 20 years. I have been sued half a dozen times, bankrupted 5 companies and reformed them and in business today. Clearly the person posting here has no experience in the real world and I seriously doubt he could do anything he claims.
Interesting. It is wrong to "not" pay lawyers. There is nothing wrong with what I am doing and it is all perfectly legal (other than the I'm not paying lawyers part). I can understand if that bothers them though.
It's just outsourcing in reverse.
Confucius say, "Find worm in apple - bad. Find half a worm - worse."
LOL. Somehow it is now illegal to navigate around the system. News flash to all you guys. What I'm doing is not only perfectly legal, it is pretty common and a lot of people do it. Do you think I just came up with this by myself. What you should be upset about is how much you all waste on lawyers. Welcome to the Law of Lawsuits where everyone has their own lawyer and pays them all their cash. No thanks. I'd rather keep mine and lawyers be d...ed. :)
Keep working for the company you are working for, think of a totally different application -- because 2k for a retainers fee, and 400 dollars an hour for fighting a battle that didn't need to be fought will go through that money in no time -- write it while you are there, have a lawyer set up a trust, and then set up the company owned by the trust. Specifically tell your lawyer you and your friends want to be anonymous. No matter what business you get into, as soon big fish see you, you will be sued. When the company is making a little more than everyones salaries, then dedicate more time into it, until each and everyone is now getting paid by that company. Make sure retention is about 4 months before letting go of the old company.
Instead of trying to write their product better, write some feature or features that will bolt onto their product and sell it back to them. Granted, they are on the only ones to that will buy the code but many times they are far enough behind schedule to want to work with someone. If you are on bad terms then it won't work, having a champion at the company does wonders too. Cheers
Facebook, MySpace, and other sites permit insertion of Asian and other characters. Slash should turn in it's geek/merit badge until non-latin chars are permitted. Is it REALLY THAT HARD?
Actually, it might be interesting to see a fusion of SlashFace out there. This current interface is getting kinda long in the tooth, almost from edge to root nerve ending...
Previously: "Linux... Toward the Sunrise..." Now: "Linux... Toward the-- No, now, part of Every Sunrise"
Exactly. The point is to waste the other guys dime on legal advice while you do as you please. By delaying, filing pointless briefs (if you wish), or whatever you can think of to drive up the cost for the otherside - do it. By the time it is all over, they win nothing and so you have nothing to lose. Now, some here that now are aware of the game claim that they can find your real assets and that it would be "easy". I don't think they have any real world experience to back any of that up. I have been sued a number of times and vividly know what can and can't be done. And nothing in the legal system is fast. That is for sure. The cheap seats for even getting into the game is thousands of dollars and it goes up from there fast. The best advice is to be as unhelpful as possible and be ready to lose and give them nothing in the end.
methods?
Like:
Bwokk bwokk bwookk?
Kwehhh kwehh kwehh?
Cocka-doodle-doo?
But, if Asian cell phones can do it, then a text/char input field can. SKIM/SCIM for cells & for windows, anyone?
Previously: "Linux... Toward the Sunrise..." Now: "Linux... Toward the-- No, now, part of Every Sunrise"
You say your old employer's product sucks? What makes you guys think you can get it right on your own if you couldn't do it there?
They can and most likely will sue you. It is bad for business to have employees running off on start ups that compete with their business.
Next they will file suit, because anyone can sue anyone. Without much effort they will paint an ugly picture that you spitefully sat in their company and funneled all of their ideas out of the company for your own benefit
Then all of the sudden you'll have payed lawyers
500,000$ to line by line create a defense for every accusation and every piece of evidence they bring against you.
Then you will realize: WTF have I gotten myself into as there is no end in sight. Then you will pay even more money to settle the case just to have it behind you
everyone loses.... except the lawyers.
You signed a non-compete agreement. Isn't your word any good? Or is it just what you can get away with that matters? Secondly, I would suspect you (if I was your employer) of not putting your best efforts into making it a good product. You are not being paid to do a deliberately crappy job, you are paid to do your best. If you can document that management shot down your attempts at doing your best, then fine, but if you're holding back your good ideas so you can compete with the company that trained you and paid you, that's just plain wrong.
You're in the US, right?
Two options:
1) Sue them first
2) Startup in another country. I hear Bulgaria is nice for this sort of thing
Bottom line this is still a free country and capitalism rules (despite recent big industry fiascoes). The best way to approach this situation is first make sure you stop collaborating on any new projects till you have discontinued your current employment. Next document the entire development process and have an 3rd party verify the development process in case this ever goes to court and file the proper paperwork to copyright your materials and source code with date and time stamps (ther are many ways to do this securely). This step is important in case of any litigation. This has happened before and will happen again and the best way to protect your self from a liability standpoint is to make sure you consult legal council as soon as possible. Additionally since you said you would have different clients that would presumably mean a different market and since there is no conflict there the non compete agreement would not apply. Also moving the new company to a place like Nevada where it is cheap and easy to incorporate you may be able to avoid any issue with your non compete all together. While i fully support open source i still realize the value of commercial software. Bottom line you will not ahve to worry abot being sued unless you are successful and if you are, believe me your former employer will come with a lawyer and holding his hands out for something he did not earn. In this case you will need to immediately file motions to dismiss citing your documentation and change in market etc. Chances are you will avoid any major expenses and once and forall relieve your self of any future liabilities from your future employer.
remember the mattel lawsuit (google barbie vs bratz): everything you make (design) during working hours is owned by your employer. So probably also the design (or parts of it) of your new software.
First off... quit. Now.
You have stated that you are going to imitate your employers software. Not a good idea... or a good business plan. In the (year or two) that it takes your noncompete to die, write generic code to support your future product, but this code will not be your future product - they wil simply be the foundation for it. However make this code generic enough to easily and effectively go in a different direction.
Any start up company needs legal advice. Get it.
Also, speaking of business plans... how is yours shaping up? Is your plan to feature scrape your employers product, roll into their (potential) customers offices, and say "Howdy! Look at what we do! Just like company X that we all used to work for!" If that sentence summarizes > 1% of your business plan, I suggest you rethink things.
I am very small, utmostly microscopic.
Repeat After Me:
NEVER TAKE LEGAL ADVICE FROM SLASHDOT. GET YOUR LEGAL ADVICE FROM WIKIPEDIA.
NEVER TAKE LEGAL ADVICE FROM SLASHDOT. GET YOUR LEGAL ADVICE FROM WIKIPEDIA.
BTW, I am not a lawyer, and this is Slashdot advice.
BUT I believe is strict application to logic when it comes to our legal system.
NEVER TAKE LEGAL ADVICE F...
Correct Horse Battery Staple: 72 bits of entropy. Enter "Correct H" into google. When it generates the phrase, that's
3- Publicize your stupidity, and Request Bailout from US Federal Government.
Thought I'd fill in part 3 for you. It shouldn't be that difficult any more.
Correct Horse Battery Staple: 72 bits of entropy. Enter "Correct H" into google. When it generates the phrase, that's
Lawyer up. Seriously, book an hour or two with a lawyer, discuss things, and ask about the legal ramifications. If you're seriously going to make a software product, eliminate the risks up front with a few hundred dollars rather than spending months or years and tens of thousands of dollars and *then* finding out you will be obliterated if you release it.
Remember, the legal system is not about who is in the moral right, nor does it automatically side with the more talented party. A judge is not going to say "I herby order that those losers at your old company had this coming to them". If legal action is brought against you, you could quite easily be financially destroyed if you *win*, let alone what might happen if you lose.
Now, not being a lawyer I can't offer any legal advice on your particular situation. From a technical perspective I'd seriously consider differentiating your product in some way so that it solves a particular problem your old code didn't, and doesn't solve one problem that your old code did. Grow that product, and if in time you still want to kick the legs out from under your old company, then add the missing functionality and turn your product into something that competes directly. Then crush them mercilessly. Chances are though that by this point you'll just be more interested in making your own product great.
Software developers have to put up with a lot hassles with employment agreements. Things like "employer owns all code whether on the job or at home, whether or not related to the job". Your actions will be feeding paranoia and making employers more inflexible. People inventing things on their own time will be penalized by your actions. Someone else will be forced to surrender their legitimate work or walk away from an unreasonable job offer.
Also, you got paid for your work. You were able to pay your mortgage, car, put food on the table - in an industry that is extremely labor cost intensive and risky. People (investors) risked their hard earned money paying your salary before your crappy product ever shiped and payed them back.
The situation is not identical to any other competitor competing with your company because you know their code but your company will not see your code so you have an unfair advantage. How would you like if after you make it big, one of your employees competed with you and told everyone that they know your code and that it sucks because they wrote it themselves.
It might be legal - if you don't have a contract, but I don't think it is ethical. Don't do it.
... so don't. It's that simple. Right now you're just contemplating taking your company's idea and doing it better. Problem is, you promised (contractually) that you wouldn't.
Take the high road. You and your friends sound like you're clever. Maybe tell your company the better way to do it, your vision. Try and sell them on it and maybe you could end up local heroes for doing it. Or better yet, think up something new ... really new ... original.
"Consensus" in science is _always_ a political construct.
GetALawyer. Right there in the tagging. If what you are doing has a ghost of a chance of success, you should ensure that you are on a solid legal footing. The few hundred bux you spend now on competent legal advice will probably save you your company later on.
I have no problem with your religion until you decide it's reason to deprive others of the truth.
I had to subscribe to slashdot just to reply to this ... I miss Zeke and Zack (Altai Software). These were very well written and well supported programs on the VSE platform, and were an entry point for me in implementing serious systems professionally.
To the original poster, if I read you correctly I would worry most about trade secrets. I have never done this, but prior to signing my first non-disclosure agreement I asked a family member who had worked as a programmer and manager in a large computer company what he thought the real world implications of signing it would be. His advise to me was that if you had what you felt was a good idea for a new product, get all your ducks in a row and pitch it to the employer with whom you have an NDA, including all of the resources you would need to bring this product to market. If your current employer rejects the product plan, then you would be on pretty solid ground to go off on your own to develop it.
Of course once you start talking about a group at a given company, things become more complicated than that.
Go ahead and start your new business, but change the target market and nature of the application sufficiently so that it doesn't directly compete with your current employer's software or appear to duplicate it's features in any meaningful way. If you can't change the nature of the application try to come up with another application to develop or establish yourselves as a consulting company developing software for customers which could be in the same market (to take advantage of any special, market-specific skills you may have), but again not necessarily in direct competition with your current employer (at least not until the DNA runs out!).
But, having been a first hand observer (and nearly a participant) in a similar situation which ended up in court I can definitely say that you should avoid going to court at all cost. Even if you think you aren't serious competition to your current employer and you haven't taken any IP, you can still be a target of a crippling lawsuit. Your current employer won't know what you took/stole and even if they know you aren't serious competition now they have to consider the possibility that your small company could be acquired by a bigger fish and could then seriously impact their bottom line. Given those unknowns they would be obligated to pursue a case against you if only to find out what you may have taken.
And as many have already stated: GET A LAWYER!
Your whole story sounds fishy; at the very least, you're leaving out some extremely important details. Basically, you're completely overstating the role of non-compete agreements on this issue. A former employee of a company is legally required to respect that company's trade secrets. A non-compete agreement is something that simply adds further restrictions on top of that.
Basically, when your company bought that guy's company, it acquired all of the trade secrets. If your company can successfully argue that the guy's new company's product wouldn't have been possible without his knowledge of something that qualifies as a trade secret of the company he sold, then you can beat the guy in court.
Hell, it even sounds like a possible fraudulent sale, by the way you describe it. You're basically describing a person who sells you something (the company) that includes another good (the company's trade secrets), but doesn't intend to actually give you the latter.
Well, if you have the balls to completely screw your employer; just sit on the plane, move to Central America.... and then they can sue their a**es.
I work for a sports betting company, write sports promotion software as freelance, and work after hours for clients software my "day time job" company cannot provide as they are (we are=I am) short on staff. These guys are hardcore gaming people, and as far as I do not steal clients (as in customers) from them they do not care.
You come here, rent a car, an apartment, spend some $$, you are cool (unless you are wanted in the US or something)....
So if you are serious and you are willing to make the step but worried, come here. I am not kidding, answer me and I can even help you out, with a lawyer or with coders. Yep I am here for 8 years, totally legal and coding stuff that would get me in trouble anywhere else (no virii, or spam or kiddie pr0n, but gaming applications which have no problem with my morals.... really )....
Just change your names.
The old employers will never know it was you who built the new product.
I am anarch of all I survey.
To "slashdot".
Verb.
1) To immediately shift the discussion 90 degrees from any known frame of reference in space-time.
e.g., "Hey, you just slashdotted my proposal!"
2) To devolve into arguing over something 90 degrees from any known frame of reference in space-time. e.g., "I know we were talking about Microsoft patenting the Page Up key, but dammit!, you can't express that Sanskrit character properly without patching the X Server with grep,sed,unk,dwork,glink, and you must be running a kernel later than 2.26.0!"
3) To perform steps (1) and (2) so rapidly that missing one reply will leave the reader 90 degrees from any known frame of reference.
4) The hell you say! What really pisses me off about the Mac are the Microsoft commercials are so incredibly lame, they're no real competition for the Mac commercials. In fact, it must be a conspiracy, started by SCO, the RIAA, the MPAA, under the DMCA, and many, many other four letter acronyms.
We pretty much recieved a letter from thier lawyer on day one. The letter acused us very vaugly of a list of things we didn't do. We were very upfront and honest with our lawyers and they suggested we just meet with thier lawyer and tell him our story, which we did. And like you we hadn't signed a non-compete and had taken nothing with us. Alreay long story short we haven't heard from them since, but they can always sue you and try to keep you in court until you run out of money....Hire a good lawyer. :)
Assuming this company has always been in the Software business, presumably at or near the top of the org is someone who understands code (having founded the company) and you could make a pitch to this person. The reason I suggest this is it bypasses the legal pitfalls, and if you play it right, may get your group a reasonable budget and some much needed freedom.
If work was so good the Rich would have kept more of it for themselves
Sure, who better than Slashdot... let me try my question...
I met this girl, she's kind of geeky and cute, funny and incredibly libidinous... what should I do?
If your team has the coding ability I'd suggest creating a different product, maybe even within the same industry. There's more than just code to be concerned about -- the business knowledge and details you have acquired from partners and clients in the industry might work against you on the imitation product.
If you are successful bringing out a product then you are WIDE OPEN to spending the next MAJOR part of your life in court.
The thing about copyright law is that the holder of the copyright owns all derived works as well. There are a number of other laws which apply as well.
With these threats hanging over your collective heads I doubt any of your would be customers will touch your products. Next.. consider that its pre-meditated because you posted this story in slashdot!
If you were a big boss at a company, and a whole bunch of your little gnomes ran off and made a clone of your product and tried to sell it in direct competition with you, wouldn't you sue?
I'm not saying "don't do it" because a lot of good businesses have emerged from people thinking that they could do it better, I'm just saying be careful and get a lawyer.
Lastly, I'm willing to bet all of my shirts and trousers that this is illegal in most western countries. It sounds illegal, and given that lots of normal-sounding stuff is being made illegal these days then this smells worse than bad eggs to me :)
This message was scanned by European governments and contains no terrorism.
Don't start by selling to the same crowd. Ideally, even have a different demographic. Make the software appear at a glance to be an unrelated product doing completely different things for other markets entirely. It's hardly your fault if your clients start using it for things it can technically do but was "never intended for".
And yeah, lawyers etc. Especially talk to one who's seen a lot of these cases come and go and can specify how to set up the business and the product to avoid or damp down most of the legal issues.
I think I know you... Are you from Bournemouth?
Well, this is what happens when a company of IT geeks grows and takes on managers and sales drones who haven't a clue of what een sql query is...
... ...
... If you're stuck with a non-compete clause, this mostly is for a year or so ...
...
It's ants vs grasshoppers all over again
management and sales are mostly living of the labour of the worker-drone programmers etc
will they sue when you start on your own?
Sure they will, because in the first place, their entire development team (and by that their main income) just took off, and secondly they are doing the same as before, but again for themselfs...
My advice
So make sure you only start selling your product AFTER this period. Also, don't start a company yet, just do nothing that gets you on their radar... But work in "secret"...
After this period, you burry them
You are asking for advice on Slashdot? PAY for advice from a real IP lawyer.
1. you have had special access to the code, so you are at risk of IP theft just for having ideas from your old boss. Uphill battle.
2. you are working with other former employees. The firm can go after you as you probably also have a non-solicit.
3. you may go bankrupt paying for a court case you could have won. They have money you are unemployed.
Here is a better way that has worked for me and others: :-) )
Dear Firm,
1. You under value the IP in this software or you won't or can't develop it. (that's why you quit, right?)
2. You will now struggle maintaining the code since me and my friends have left. (We're not going to help you train up our replacements)
3. I want to develop the code in to a product I can sell.
4. Give me the IP or give me unlimited exploitation and derivative rights and I will let you have a license of the result and free support.
5. You effectively get a better product and you have less costs.
(6. integration / customisation, manuals, trainining at the applicable commercial rates
It's a deal they can't refuse and you can probably even use the original code without risk of prosecution.
Rig it so they get no additional benefits if it goes gold and conversely if you wind up they also get nothing. If you do well they can later buy in to the benefits like any other investor. Or they can help you sell it and you all make more money.
Get good legal counsel on anything that gets written up and agreed on.
Why don't you try this, tell your current company that you will work for free for the next 3 months rewriting the product, but you will get a share of any sales made.
You signed a non-compete agreement. Whether it can be legally enforced... You signed it. Now live up to your end of the deal.