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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.
Subject - and get a lawyer.
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! :)
1 - Copy your ex employer product
2 - Get sued into bankruptcy
3 - ????
4 - Profit ???
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.
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 :)
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)!
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.
Sorry to reply to self, but this topic got me because of the whole start-your-business stuff.
In the past two years, I've started my own business. I've learned that I can do only one thing at a time: either sales or coding. Not both.
For me it turned out that I'm not bad at sales. I hardly touch code anymore because I just don't have the time; I have to keep the 'pipe' filled with new things. But I'm OK with that.
Question is: are you OK with that as well?
8 of 13 people found this answer helpful. Did you?
"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"
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.
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!
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
|_______________________|
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.
Unless you patent them.
IANAL but write like a drunk one.
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
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.
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
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.
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.
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.
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.
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.
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.
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.
Once upon a time, Mitch Kapor was working for Visicalc -- he couldn't get management interested in his ideas for integrating graphics with the spreadsheet, and so he gave up an left to found Lotus 1-2-3, which became one of the great sucesses in the software world -- it's the product that Microsoft imitated to create Excel.
I submit that this kind of "fork" of a project is one of the ways that progress happens, it's one of the checks on the stupidty of management. Someone engaging in this sort of fork is hardly traveling an easy path, this isn't a decision anyone would make lightly. "Stealing" an idea is the easy part. The hard parts are getting the code written and getting the product marketed.