Please create an account to participate in the Slashdot moderation system


Forgot your password?
Programming IT Technology

Open Source Code In a Closed Source Company 286

An anonymous reader writes "I have code that I've written for my current company that I'd like to open-source. The only problem is that my company has the usual clause that says that anything I write belongs to them. Now that they've decided to abandon my code for another product that replaces its function, I'd like to continue working on my project as well as open it up to the world. The easy part is cleaning it up and posting it on SourceForge and Freshmeat. The hard part is making sure that I am free of any legal complications in the future. I've looked online to try to find a legal document I could present to my employer to get them to sign off on it, but I'm not having any luck. Has anyone else been in this boat or can refer me to some legal documentation that may help out?"
This discussion has been archived. No new comments can be posted.

Open Source Code In a Closed Source Company

Comments Filter:
  • by smittyoneeach ( 243267 ) * on Tuesday February 05, 2008 @10:45PM (#22316516) Homepage Journal
    "Mr. Ballmer, I'd like to release some code for the new MS Office under the GPL.
    It's some of the UI code that people might really enjoy being able to, you know, work with a little better."
    No doubt you will chairish the moment.
    • by dave_leigh ( 67481 ) on Wednesday February 06, 2008 @02:11AM (#22317836)
      Sure, why not? That's exactly what I did. So they typed this up on company letterhead:

      "This letter is confirmation that [Company] transfers to you all copyrights and license rights for the Lotus Notes screens and databases you developed for us in 2002. You are free to use or sell the product at your discretion without fees or royalties to [Company]. In other words, you now own the software. We do ask that you destroy our client-specific data." It is signed by the CEO.

      See? No fancy legalese necessary... plain English works just fine.

      Your reply sounds like you would expect ridicule for such a move, but nothing ventured, nothing gained. The best thing that can happen is you get the code. The worst is that they say no. It takes a heap of cowardice to turn down copyrights for fear of one two-letter word, IMHO.

      In my case the sales pitch was simple: "You're not going to use it. But I've invested a lot of effort in this and would like to see that not go to waste. Give me the code and I'll continue to improve it and fix bugs. And in the event that the new system doesn't work out for you, I'll license the improved code back to you royalty-free in exchange for the copyrights you transfer to me now. This mitigates the risks of your conversion. It's the best insurance policy you can have, and it costs you exactly nothing."
      • Re: (Score:3, Insightful)

        by reebmmm ( 939463 )
        I have to admit, I rolled my eyes when I saw the text of your letter agreement. I hope that no one else uses it.

        First, your agreement might fail if there were a dispute since there appears to be no consideration for the assignment of rights. There's not even the nominal $1 token-consideration (even if that would have worked). Without consideration there is no agreement; no agreement means no assignment of rights. That said, you could probably argue that your offer at the bottom would be parole evidence of c
      • Re: (Score:3, Insightful)

        by Lumpy ( 12016 )
        The best thing that can happen is you get the code. The worst is that they say no.
        Actually the worst that can happen is that you have to redesign it again.

        They dont have copyright on your idea, so if they say no, do a complete rewrite in a different language or direction. It's different they cant sue you or squat.

        I did that on several projects I created, I sell them though, It's boring vertical market stuff for large sales forces and of zero interest to the community.
  • by russ1337 ( 938915 ) on Tuesday February 05, 2008 @10:45PM (#22316518)

    I have code that I've written for my current company that I'd like to open-source. The only problem is that my company has the usual clause that says that anything I write belongs to them.
    Then it's their code. You may as well be asking them to open source code you didn't write.
    • by EmbeddedJanitor ( 597831 ) on Tuesday February 05, 2008 @10:50PM (#22316558)
      As parent says, they own the code. If they want to abandon it they still own it and don't automatically abandon rights to the code.
      Ask them if they are prepared to release the code and if not, why not.
      If their major concern is laibility, then get the code signed over to another party who will shield them from liability. THis might be yourself or EFF or whatever.
      If they still won't well you're screwed as it is theirs.
      • Yes, while the code is abandoned from the company's standpoint, it could still be considered a "trade secret" that would give competitors an advantage. Why would your company want to let the money they spent to have you write the software go to help a competitor if they decide to use it for free?
        • If fact it could even hurt a competitor.
          If the company decided to dump a project because they are moving out of that business arena, but the competitor is still staying in that arena, then opening up the code will dilute the competitor's position.
          • Re: (Score:2, Insightful)

            by neonmonk ( 467567 )
            Meh. Personally I would just do it. But that's because the companies I've worked for have been so clueless that they wouldn't find out about it ever anyhow.
    • by BitZtream ( 692029 ) on Tuesday February 05, 2008 @10:59PM (#22316646)
      Who modded this flamebait? Its the reality of the situation, its not 'his code' it is 'the companies code' if he wrote it under what would be considered time they paid him for. If he did it completely off work resources and outside the scope of work, its another story, but it was obviously written with knowledge of a work requirement since they were using it, that implies work resources were put in on it even if its nothing more than 'my company needs this' because he had inside knowledge. If you don't like these terms, don't sign the employment contract or negotiate the right to do your own work outside the company under your own license. Thats what I did. The only catch is that my company has the right to use any code I develop while I work for them (but outside of work) for their own products, including modifications. Which works entirely fine by me as it means my CVS repository is backed up on servers at my office as well, the versions stay in sync because I make sure that any changes that need to be made to my code get done in my free time and imported back into the repository at work. We both benefit. They get free code, I get to work on things without fear of being hassled about it later. I must admit though, the owner of the company I work for treats his employees as if they are his own children, so this is probably not your typical setup at but its been that way at the 4 small companies I've worked for.
      • Re: (Score:3, Insightful)

        I did something similar a few years ago, for a company I felt equally warm about. I hope you have got all of that in writing though.

        When our little company got merged into a bigger one, their lawyers tried to take my code. I pointed out my modified contract, and told them no way! They came back and said they would keep using my code, but only if I accepted liability for their use of it. I told them they were still welcome to continue using my code, but at their own risk, or, of course, they were free to
    • Try this instead ... (Score:5, Informative)

      by tomhudson ( 43916 ) <> on Tuesday February 05, 2008 @11:29PM (#22316850) Journal

      Since they've moved on to another project, tell them that it would be a shame if they couldn't at least get some value out of the code. Then say that if they were smart, maybe they could attract some publicity, etc., if they open-sourced the code they're not going to be using any more, and created a site for it, along with links, blurbs, etc., for the other stuff the company makes.


      1. They get some publicity out of it, and maybe some interest in their other products
      2. If it eventually gets really interesting, they have another revenue stream as THE ones to go to for support, feature requests, etc.
      3. It can give them a relatively painless way to test the whole open-source model
      • If it eventually gets really interesting, they have another revenue stream as THE ones to go to for support, feature requests, etc.

        That premise won't hold much water if the company isn't focused in computer software. The author doesn't state what kind of company he's working for, for all I know he could be writing software for a logging company. These days it isn't part of the core make up of the company, it's not worth their time to explore it.
    • by PaulBu ( 473180 ) on Wednesday February 06, 2008 @12:33AM (#22317262) Homepage
      Hi (or she? :) ) just wants to TRY:

      I've looked online to try to find a legal document I could present to my employer to get them to sign off on it, but I'm not having any luck.

      The answer to that is simple for us, old-timers: search (or, your tarfile of GCC source :) ), one of the original advocacy documents (could it be appendix to GPL itself?) specifies a (boilerplaite) waiver to present to your employer in just such a case.

      No, they do not have to sign it. Yes, they might (depending on how hip they are and programmer's status in the company -- who wants to keep your star programmer unhappy, after all? :) ).

      My $0.02 ($0.1, adjusted for inflation).

      Paul B.
  • Unusual? (Score:2, Insightful)

    by nurhussein ( 864532 )

    "I have code that I've written for my current company that I'd like to open-source. The only problem is that my company has the usual clause that says that anything I write belongs to them.
    If you wrote it for them, it's not usual that it belongs to them, is it?
    • I don't know what you mean by the word "for", but usually, your corporate overlords own the thoughts in your head if they happen on company property and you signed some crap you didn't read when you got hired. Why? What did you do buddy?
      • Re: (Score:3, Informative)

        by Entrope ( 68843 )
        Even without signing that piece of paper, most software would be considered works for hire anyway, meaning copyright would initially be owned by the employer. In the software world, the core requirement for this is that the employee's writing of the software is "within the scope of his or her employment" (17 USC 101). Courts have set forth guidelines on determining whether it is within the scope of employment, most of which are hit on by a post farther down: being done on company time, guidance from the e
  • Simple, maybe? (Score:5, Insightful)

    by BitZtream ( 692029 ) on Tuesday February 05, 2008 @10:51PM (#22316568)
    Print the code you want to release, pedantic I know, but legal folks like paper. Draft a simple document that says the attached code is going to be released under XXX license (whatever you can agree on with them) and that the company agrees to the action and that any derivation/modification to the released code is copyright the respective author going forward (your choice of license probably will take care of this for you).

    Affix the license, the document, and the code. Have a legal officer of the company sign the document, initial all the pages of code and the license in front of a notory, and have the notory do their thing and seal it.

    Should work for any trivial amount of code. As was joked about in another post, I doubt you'd want to try this with Ballmer and the Office code base, but if you think your company will let you get by with it in the first place, its probably enough. The key thing is that you've got their sig and its notorized properly so you can't be sued later for releasing their IP into the public spotlight without permission cause lets face it, once the code is out there, they aren't going to put it back in the bottle, they at best will sue you for releasing it.

    • "...initial all the pages of code..."

      Wait a minute, this could be a selling point for OSS. Imagine, no more initialing thousands of pages of code upon sale!!!

    • by Zadaz ( 950521 )

      ...they aren't going to put it back in the bottle, they at best will sue you for releasing it.

      This is the single most stupid advice I've seen today.

      Gee, the best case is they'll sue you. How great is that? They have more legal resources than a single guy and can sue him into oblivion. And they're right, they can (and will) win. (according to what the OP posted about their contract.)

      Yeah, sure we would all benefit from the code, but the original poster of the question would get sued into oblivion and h

  • You need a laywer, sir.
    • Re: (Score:2, Informative)

      by pvcf ( 150815 )
      Best advice in this whole thread so far.

      You mentioned something about another project. Note that there is a difference between development you do on "your" time versus stuff you do on "their" time. If you used any of the company's resources, or spent any time doing work on the project while you were being paid by the company (with respect to normal work/office hours as stated in your employment contract if applicable). Then they own at least a portion of it and need to be considered in any decisions with
    • by QuantumG ( 50515 ) <> on Tuesday February 05, 2008 @11:30PM (#22316860) Homepage Journal
      You must be an American... what is *with* you people always reaching for the lawyer every time some little conflict with another person comes up. Stop being a pussy and fight your own battles.

      All he has to do is ask his employer if he can have the code. Get the agreement in writing, yes. Hire a lawyer? What the fuck? If I was his employer and he hired a lawyer, I'd fire him.. and don't say I couldn't, I'd find a reason.
      • A lawyer can put terms in legally-binding writing, so that his company can't come back years down the road and say "you stole our code, you owe us money."

        I think you're confusing the tone of the response. "You need a lawyer", in this case, just means that you need to cover your ass, in a legally-binding way. There is no conflict involved. (Though, that is the typical reason people get a lawyer.)
      • And clearly, you are not an American.

        Sure he can ask his boss for the code, and let's just say the boss gives it to him with a signed letter and everything. Is he in the clear based on the American legal system? Hell no! If the company sees the slightest hint that the code might be worth something they'll send in their lawyer to find a loophole in the original contract (a huge one in this case...signed letters mean nothing, especially if the boss has a boss) and then it's hello, lawsuit!

        The American legal

      • You must be an American... what is *with* you people always reaching for the lawyer every time some little conflict with another person comes up. Stop being a pussy and fight your own battles.

        You call a lawyer for the same reason you call a doctor.

        You are paying for experience. You are paying for specialist skills. You are paying for someone who can look at the problem objectively.

        You are paying to avoid the mistakes you make when you are trying to prove your manhood. You are paying to avoid being strip

      • The problem is that 'Lawyering' has achieved critical mass. It's pervasive enough, and effective enough, that if you choose to forgo an advocate in any dispute, you lose. period. The other party is going to lawyer up and in the contest of lawyers vs. no lawyers, you're not going to win. Even if your case is obvious, you're still going to lose because you can't articulate its obviousness in the language of the court.

        Therefore, if you know you're going into a situation in which there is a nontrivial chanc
      • Re: (Score:3, Insightful)

        by tknd ( 979052 )

        what is *with* you people always reaching for the lawyer every time some little conflict with another person comes up

        My entrepreneurship teacher put it best: "people come after you the second you have lots of money." The reason why everyone says "ask a lawyer" is because if you happen to make lots of money and some big business guy comes at you with a lawsuit and wins, you're fucked. Even if they don't win, as long as they have deeper pockets than you, you will lose the court game or they'll sink you with lawyer fees.

        People don't like lawyers because it is an ugly game where the only winners are the lawyers.

        Now s

      • by Ihlosi ( 895663 )
        You must be an American... what is *with* you people always reaching for the lawyer every time some little conflict with another person comes up.

        That's because for Americans, the choice is using either lawyers or guns, no matter how small the conflict. And if you reach for the lawyer, you can at least pretend to be civilized.

      • Re: (Score:2, Insightful)

        "You must be an American?" You serve as an excellent example that not all computer geeks are smart guys. Did you just use the term "you people" in stereotypical fashion? Cheers, H
    • You need a laywer, sir.

      And have the lawyer do what? His company owns the code, no question about it. He wrote it on employer's time according to requirements he was handed, and under his management's supervision. The decision to release it is entirely the company's, and isn't primarily legal but commercial. A lawyer can't help with that. If they decide to release it then there will be some legal work, but it'll be for the company to cover their asses and will be up to their lawyers, not his.

  • Not yours (Score:5, Insightful)

    by BalanceOfJudgement ( 962905 ) on Tuesday February 05, 2008 @10:52PM (#22316582) Homepage
    Sorry dude, you're out of luck. The code is still theirs. Their ownership of it is not predicated on whether or not they actually decide to use it.

    You can always ask them if they'll give it to you. I've done this successfully. If they really have no interest in it, they might be willing to discard it.
  • by snowtigger ( 204757 ) on Tuesday February 05, 2008 @10:53PM (#22316584) Homepage
    Why don't you talk to the person in charge of software ? That might be easier than dealing with the legal team....

    One approach is to explain that by releasing software components to the open source community, you'll get other people to improve and test your software. This reduces your costs and people in charge tend to like that :)
  • by RGRistroph ( 86936 ) <> on Tuesday February 05, 2008 @10:54PM (#22316612) Homepage
    If you look in the file usualy attached to any GPL'd code, for example /usr/src/linux/COPYING on many linux distributions, you will see that part of the file is the actual GNU Public License and part is an explanation and philosophy and so on. If you want to open source your work, I'd hope you would have read that file at some point . . . but in any case, here is the relevant portion:

    "You should also get your employer (if you work as a programmer) or your
    school, if any, to sign a "copyright disclaimer" for the program, if
    necessary. Here is a sample; alter the names:

        Yoyodyne, Inc., hereby disclaims all copyright interest in the program
        `Gnomovision' (which makes passes at compilers) written by James Hacker.

        <signature of Ty Coon>, 1 April 1989
        Ty Coon, President of Vice"

    I like that copyright disclaimer because it is short and simple. No doubt someone suffering from the brain damage of a legal education could provide you with a longer one.
    • Re: (Score:2, Informative)

      by pete-classic ( 75983 )
      I searched the replies to this story desperately, praying that someone else had actually read the freaking GPL.

      It appears that the GPL v3 still carries the admonition to get a copyright disclaimer, but has had the "Yoyodyne" boilerplate removed.

    • by STrinity ( 723872 ) on Wednesday February 06, 2008 @12:44AM (#22317312) Homepage

      Ty Coon, President of Vice"
      That's racist.
    • That's not for transferring copyright interest; it's for waiving it before it's created. In other words, if you're going to create Gnomovision, but you're worried your employer might try to claim it, get them to sign that form. If you already created it for them, and they own the copyright, you'll need something else.
  • What you need is a clear transfer of all copyrights, patents and trademarks in the specific program from them to you. Look for a copyright transfer agreement, they are quite particular.

    If you wrote it using their equipment on their time they might have a problem releasing it unless you can convince them of a good reason. They could really benefit from your work being open sourced.

    If you wrote it on your own time with your own equipment and not on their premises then they really shouldn't have any problem wr
    • And that agreement need not mention what you intend to do with the code, though you might want to give them a seperate letter promising to release the code as Free Software and to give them credit for supporting the initial development.
  • Talk to your manager (Score:3, Informative)

    by SSpade ( 549608 ) on Tuesday February 05, 2008 @11:01PM (#22316666) Homepage
    You can't release it without management buy-in. Your manager knows vastly better than you whether that could happen, and how to get it to happen.

    If your manager agrees with you that open sourcing it might work, he'll know how to do so. If not, it's not happening anyway.
  • Why was your project dropped?

    Politics / Good 'ol Boy / Politics


    Bad UI / Past due date / Hard to modify / Poor interaction with existing systems / Can't talk to financial systems / not profitable to deploy / No audit logs / whatever.

    If the former, keep plugging at it but get a lawyer. If the latter, save everyone some time and refocus your efforts. Tough love, sorry but serious.
  • Buy the source code from your employer, then release it yourself. Burn three copies of the code to CD, and seal two in envelopes and write "This is the code I'm buying" on the outside, one for you, one for your employer. You work off the third copy.

    Won't help you if you get to court, of course, but what is important is for you and your employer to be clear on what it is you are buying.

    I wouldn't blame your employer for refusing to sell you the code, though. One assumes it is relevant to the business they ar
  • I would suggest starting any project by building on another project that is already open-sourced therefore the GPL or whatever license would mean that your new project is automatically in the public domain.
  • by NetSettler ( 460623 ) * <> on Tuesday February 05, 2008 @11:09PM (#22316720) Homepage Journal

    Now that they've decided to abandon my code for another product that replaces its function, I'd like to continue working on my project as well as open it up to the world.

    I'm not a lawyer but...

    It sounds like they've paid you for this work. That probably means they are the copyright owner. Copyright does not transfer by accident. So if you haven't got a document in hand by someone who is a principal of the company that unambiguously identifies you as the new owner of the software, you should tread very carefully.

    Also, you're talking about having them 'gift' it to you, effectively. You apparently did work they paid for and now you want to own it. That can't happen by magic, and most companies don't give away assets. You might want to try 'buying' it since then there would be a contract you could point to, and you would know who sold it. (I don't know if that makes it better. Ask a lawyer. It just seems to me like it might make a better paper trail.)

    You don't say whether the other product is one your company is making or buying from outside. If the company maintains a competing product, your non-compete agreement may be in play.

    You might consider writing it again, clean, on your own time and machine, logging the intermediate versions so they can be shown to be different than the backups the company has of its intermediate versions. That may not be enough even. It might address copyright but not non-compete or trade secret.

    You might consider getting the company to open source it instead of you. The difference (I think) would be that it would be they, not you, who retains the right to make amended agreements with different conditions than the basic license. In that case, all you need is that they open source it in a way that gives you the necessary rights of use, which may be easier to establish than ownership. Also, in that case, you can probably get the company's lawyers involved in making the license, and all you have to do is worry about whether you can use the license that is finally created. In that case, you've evaded the worries about whether you transferred ownership right, and you're down to just "did they pick a good license.

    Did I mention I'm not a lawyer? You should not use this message as a guide to what you can do. Mostly you can take stuff like this that people like me write as conversation starters when you finally get serious and talk with someone who is legally competent to advise you properly.

    And, by the way, if you make a mess of this and publish something you don't have the proper rights to, you make a problem for people downstream in the user chain. There was a recent Slashdot article [] where something vaguely of this kind may have been in play. Even if not the same root cause, it illustrates a scenario you don't want to find yourself in.

  • by adamkennedy ( 121032 ) <adamk@c[ ].org ['pan' in gap]> on Tuesday February 05, 2008 @11:12PM (#22316744) Homepage
    I do this all the time, in fact most of my open source code was done on someone else's dime.

    Your situation is going to be tricky because you (I assume) don't have a precedent of doing it (they didn't hire you based on your other open source work) and don't have any agreement in place. I also assume you are a permanent employee instead of a contractor (it can be easier to open source work as a contractor in some countries).

    The above stuff isn't critical, but it smooths the process.

    What's tricky for you is there aren't any good BUSINESS reasons for them to do it either.

    If either your code, or the code that replaced it, is profit-impacting then forget it. No sane company would open source a profitable codebase, nor will they risk releasing an old product that you could then take and create a competitor.

    The best arguments for open sourcing in a company that isn't a software company are:

    1. Having other users means free testing, free reports, maybe some free patches. In rare cases, it means you become the industry standard/leader in an area (and control is good, from a company perspective).

    2. Because you will continue working on the project after you leave them, they in effect continue to retain you as an employee without having to pay you.

    Those are the direct benefits, there's more reasons (mostly more subtle).

    Sadly, neither of these apply in your case.

    You are in effect dumpster-diving in their repository, asking for charity. And your work on that codebase could well distract you from your new one.

    It might be possible, but it's going to be damned hard.

    Good luck though.
  • Bad luck (Score:2, Informative)

    by bennnose ( 1233968 )
    They paid you to do a job - they own it, thats what you agreed. Legally and morally. If you want to develop code on your own time and fund the exercise yourself - then you can own it.
  • simply ask your employer to sign a copyright disclaimer. Something along the lines of: [Company Name] disclaims any copyright on the work [Software Name]. And get the directors of the company to sign it over. If you want to be really bold, ask them to assign the copyright to you instead of just disclaiming any ownership they might have over the copyright. Companies are often happy to do this if the work honestly isn't of any value to them.
  • Just ask? (Score:5, Insightful)

    by bunyip ( 17018 ) on Tuesday February 05, 2008 @11:29PM (#22316844)
    So, here's a theory - how about just asking?

    I work for a large software company (about 10,000 employees) and have released a couple of things into open source. We use Linux / MySQL / Apache / Spring / etc in a big way. A colleague and I wrote some MySQL utilities and some other bits and pieces, but the code we wrote didn't really give away competitive secrets, so I went to my management and asked - and they said "yes".

    My company has contributors to at least a half-dozen open source projects that I know of. For example, se use Apache Camel and we contribute. It makes sense for us to share, because the sum of what we get back from the community is more than what we put into it individually (and we give away no secrets).

    Now, if the code you wrote is something a competitor could use against your company, don't both asking, you already know the answer.

  • by gujo-odori ( 473191 ) on Tuesday February 05, 2008 @11:33PM (#22316884)
    1) Your employer's approval, at the appropriate level of management. Because this involves transfer of a company asset to you and without compensation to the company, "the appropriate level" is going to be senior management. Of course, start with your immediate manager, and work your way up from there. If your immediate manager opposes the idea, it might be best to forget it. The political cost of fighting that battle without your manager's support is likely to be high (as in "career-ending"), and you are not likely to succeed.

    2) A tech-savvy lawyer, once you have procured approval. Your lawyer's job will be to review the contract giving you ownership of the code. That contract will probably be drawn up by your company's legal department, so your lawyer will be making sure nothing is left out and that you aren't getting screwed in some way

    3) A very accommodating attitude. If there are any costs to your employer to do the transfer, you may be asked to pay them. If so, and you can afford it, suck it up and do it. If you can't afford it, thank everyone sincerely for their time and approval and effort on your before, and explain that you can't afford to pay that much, and walk away from it. And of course, if they say no, regardless of the reason, be gracious and thank the appropriate people for considering your request.
  • In other words, recode it, change its structure, improve it and make it incompatible with the old code's API. That's what I do.
  • You actually have two problems: First, you want to publish the code under an open-source license. And, second, you want to cover your butt in case somebody at the company doesn't like it in the future.

    Your best chance for releasing the code as open-source is by convincing the company that there is no way that it could be hurt by the release and that it may benefit. So, make sure it doesn't conflict with any product the company makes or could make. Make sure the code is clean (no comments about the boss)
  • by JWSmythe ( 446288 ) * <> on Wednesday February 06, 2008 @12:08AM (#22317122) Homepage Journal
    More than likely, your idea is property of that company. Not only the code you wrote while you were there, but any ideas that you formed during the same period.

        For example, I had an idea while working for one company. It was to be an internet monitoring software, that would watch multiple points across as many providers as we could manage, map out the traceroutes, and show not only the common peers that those traceroutes passed through, but would effectively show when any peering point was having problems.

        They grabbed hold of it, and offered me 5% of the "profits" of the company. That's the day I stopped working on it.

        Technically (if they remember), they still own the idea. If I were to start working on it again for a commercial venture, they could lay claim to it. It's not a matter of what was written, but the idea behind it.

        You may win in court, but it will be a long drawn out court battle that you probably can't afford to gamble with. If you win (which you may), you may win a lot. If you lose, you're going to lose a lot. Not only your legal fees, but their legal fees, and whatever the judgment is against you, as well as your intellectual property.

        My advice is, when you have another great idea for something, STFU. Don't tell them anything. Wait until you're no longer under any sort of contract, and then "start" your development on it. You can start working on it on the side, but be very very careful that there's nothing to document that you were working on it during the period that your contract with another company is under effect.

        You may want to re-read your contract too. It may not cover just what you conceptualize while as their employee, but anything for a period (6 months to a year, I've seen in various contracts) belongs exclusively to them.

  • Your company only owns what you wrote for them using their resources, the stuff that's on their drives. They don't own what's in your head. My advice: Re-write it and open source it.
  • Ask them (Score:3, Informative)

    by kaszeta ( 322161 ) <> on Wednesday February 06, 2008 @12:31AM (#22317248) Homepage
    Well, if you signed a contract[1] that says that even the stuff you wrote in your spare time is theirs, well, there's exactly one way forward....

    You have to ask them for permission. But don't just ask, make a good case for it. Explain what the cost to them is (including lost opportunity cost, which sounds like nothing for this case). Explain the benefits (mostly soft and squishy stuff, like contributing to the community and giving your company a good name, etc). Really pitch it.

    I know this works on occasion, since I've done this myself: asked for, and received permission, to release programs I've written both internally and for paying customers as free software (in the latter case, our agreement with the customer allows this). You can go download it yourself: JavaSock [].

    It was simply a matter of talking to our commercialization director, pointing out to him that realistically, we probably wouldn't make much revenue off of selling this code, but would make several people (including the client that paid for it) happy, and it might give us some good press in certain circles. They agreed, and we uploaded it to sourceforge.

    But don't try to do an end-around. Many things can happen, and most of them aren't good.

    I'm not being high and mighty here, my contract says the same. I don't mind, they compensate me well for it. If I didn't think this was a workable deal, well, I'd go find someplace else.

  • by iabervon ( 1971 ) on Wednesday February 06, 2008 @01:06AM (#22317472) Homepage Journal
    Assuming you want it to be purely open source (and not sell proprietary licenses to it, like MySQL, for example), just ask them to license it to you under the GPL or BSD license. Either of these gives you, as licensee (it doesn't matter that you wrote the original code) the rights that you want, and they're well-understood documents. If they can't understand those licenses, they really have no business licensing their software to customers. And if they're not okay with licensing the software to you under those terms, they won't be okay with any document that effectively allows you to get that license to the software (and may also transfer copyright).

    As far as whether you should try to get the copyright, having this company own the copyrights and only license it to you under the GPL and then have you work on it and only license your changes under the GPL means that nobody can change the license, since neither of those two copyright holders are likely to agree on a change. This can be preferable for end users over having a single copyright holder who could legally take future versions closed-source.
  • by Orion Blastar ( 457579 ) <orionblastar&gmail,com> on Wednesday February 06, 2008 @01:16AM (#22317540) Homepage Journal
    when you can write a different way of doing it with new code that uses a different way of doing it on your own time, that isn't like the old code or the code they replaced it with?

    I am sure that over time your coding has improved, and you might be able to find a different way to do the same thing that isn't the same as your old code or the code they used to replace it.

    That is unless your employment contract states that even coding you do on your own time still belongs to the company. If so, wait until your contract is over, or the employer changes the contract to allow you to write code on your own time that belongs to you and allows you to open source it.

    As long as the new code you write doesn't use code from the old code or the code that replaces it, nor is it written on company time or the contract doesn't somehow prohibit you from writing it so it isn't the property of the company you work for, you should be able to write open source code.

    The old code can't be that good, as they replaced it with different code. Chances are that you can find a better way to do the same thing with different code that doesn't violate any contract you have with the company.

    Anyway I agree with others, you should be talking to a lawyer instead of Slashdot.
  • If you wrote the code in your own time on your own PC, and it's not directly applicable to what you are doing at work(which it doesn't sound like is the case. Then you can get a lawyer as the "all your IP are belong to us" rules are usually largely unenforcable. Most employment contracts(and a lot of non employment contracts) contain lots of draconian clauses which the courts will throw out but most people will never challenge.

    If however the code was written on company time, company resources, or as part of

  • Look, you can not put the code that you wrote originally out. You were paid to write it for somebody else. But you can re-write it and THEN put it out with a caveot. That is, did you sign a contract with the company saying that the IP belongs to them AND does this code compete against the company? The reason that I ask is that nearly all of us have signed contracts that says IP belongs to the company. In most states (I am assuming that you are in America; but that is not certain), that would be limited to
  • by holophrastic ( 221104 ) on Wednesday February 06, 2008 @03:15AM (#22318164)
    I used to be a programmer for someone else, and I too was under the same restrictions -- as one would expect. When I started my own company, I decided to change things a little bit. I don't like restricting my programmers from owning their own code because it does an excellent job of eliminating their passion and the loyalty that programmers tend to have for their own programs. I legally own my car, but it's my mechanic who really owns it. Same goes for programming -- the programmer is the one that really owns it, independent of the legal ownership.

    So my employee contracts adjust that infamous clause to say something to the effect of: "any code entirely written by you is yours to use any way you see fit, forever, for as long as you don't restrict the company from using it". It amounts to the programmer granting the company unlimited usage rights, and does not stop the programmer from using it or selling it or doing anything else with it.

    The big condition is, of course, that the programmer have written it alone. If two programmers work together on a feature, then neither gets it. But a) that's rare: I don't think that two programmers should be coding the same thing -- extreme programming doesn't count as that's more supervisory than co-programming; b) individual functions and algorithms are not complicated enough to warrant multiple programmers; and c) my product is the entire package, not the individual functions, algorithms, and subroutines; so if my excellent custom e-mail client has an amazing sorting algorithm, my product is the application, not the sorting algorithm; in cases where my competitive advantage is indeed the sorting algorithm, then I promise that not only did it not rest in the hands of a sole programmer, but that I too was a part of its inception and design.
  • You are an employee, therefor everything you write for them is considered "work for hire" and therefor owned by them en toto in just about every state and that is pretty much the end of it. The ONLY exception to this that I know if is by a contractual arrangement. I am a consultant and depending on the project I have written contracts where I own the code but grant the customer an unlimited license in perpetuity to distribute the code within their organization and have all the usual language that binds al

  • Get the copyright (Score:3, Interesting)

    by Yvanhoe ( 564877 ) on Wednesday February 06, 2008 @06:13AM (#22318882) Journal
    If the code is abandonware, tell your company that you are willing to maintain support on your free time if you can get the copyright on this obsolete code. IANAL but if you get the copyright, I believe it gives you the right to change the license and it may be easier to agree on than an open source licence that most IP people ignore or dislike.
  • by Bobb Sledd ( 307434 ) on Wednesday February 06, 2008 @11:49AM (#22321614) Homepage
    I bet you guys actually did real work in HS English class. Did you not learn how to properly plagiarize?

    10 PRINT "Hello world."
    20 END

    *** BECOMES ***

    13 REM \\\This code originally created by ME!
    33 CLOSE #1
    39 GOTO 500
    500 END

    Guess what you open source. Let someone else make it efficient again, and it becomes original code and if it happens to look identical to what you had at the company, you have version differences to back up that you came up with it on your own.

    It's a very BASIC skill, really. :-)

    See, in copyright law, it is perfectly fine for two people to have a copyright on exactly the same text, so long as they came up with it independently.

    Now a patent is another ball of wax...

Loose bits sink chips.