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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.
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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???
...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.
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 ???
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 :)
Or do something related, that (initially) supports the existing product, making it faster or better? This will allow you to exploit the knowledge you already have and use your current employer as a reference/sales source.
Most start-ups I've ever worked for spawned from another (bloated) company in a symbiotic, but evolved to outstrip them.
(And you and I both know that on your computer somewhere are a load of tools that only you know about which could easily be suborned to your needs.)
Genesis 1:32 And God typed
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)!
Why not come up with a fresh idea? Spend your time coding instead of in court.
That will never do. Its completely incompatible with the legacy angst and frustration layers they have spent so much time developing.
I think you underestimate just how much I just dont care.
"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"
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.
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.
________________________
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| This card may be kept
| until needed or sold.
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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/
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.