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When Personal Projects Start To Conflict w/ Work? 222

Posted by Cliff
from the what-do-you-do-...-what-DO-you-do dept.
Yhcrana asks: "I am preparing to start a project at the company I work and I have hit a small snag. Over the past 6 months I have been developing a product in my spare time for commercial use and it is nearing completion. The problem is that one of the clients they work for wants the EXACT product I am producing in my spare time. I have held this product from their knowledge on purpose since I was going to be first to market on it. I am about 50 hours away from completion of the project and they now want me to produce the EXACT same thing for them. My question is what should I do? If I complete this product on their time they will want to have some sort of part of the licensing and this is my idea." Similar to an older Ask Slashdot this question approaches the issue from the opposite direction, that of dealing with your job while still trying to complete something you've been working on that may mean a lot to you. What would be the best way for Yhcrana to not only finish his project and retain the rights, but to help his firm's clients as well?

"This product was going to support me in my down time between jobs as I have a couple of clients who are eagerly awaiting its completion and it would net me a good profit just from these clients. I am completely unwilling to just give this hard work to the company I work for.

I want to complete this project, but my working on this product while on company time would probably cause some sort of problem within the company. I have had the idea of perhaps signing some contract with them which lets them know that even though I am completing the product for their client I own all rights to the product. Perhaps offering them a small discount on licensing on the product equal to the amount they paid me for working on it on their time."

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When Personal Projects Start To Conflict w/ Work?

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  • Why should he care that he steals clients from his company when he leaves?

    It isn't like he has any obligation or loyalty to his company, after all, they would lay him off or fire him in a heartbeat if they felt like it.

    Employees should steal as much as possible from their employers when they leave. Especially those yellow sticky pads! And Clients! Those are the best!
  • by Anonymous Coward
    I have solved this kind problems using other company for "shadowing" my work - as a employed person you probably can not compete with your employer in resources or argue on conditions your work is distributed. If available, use other already existing _trustworthy_ (or company depending on your work/assets) small company for marketing/selling your product. This enables to you full descision power over your work and no diminishing in relations between you and your employer. Also you can use your employers additonal recources (and workhours) to advance faster in your project. If well documented, you are even protected from lawsuits - your product did existed beore than yor employer did even started same kind of project (depends on your contract with your employer also). It is unethical but if you have already spent significant time and recources to your personal project, there can be no turning back - your employer WILL beat you in development timescale and marketing capabilities. Use this little advancement in time you have for now.
  • by Anonymous Coward
    You are so dense, that I have a hard time beleiving for a minute that you can code. It was a fucking joke (you, know...the thing called sarcasm?) idiot.

    --Someone who is not the jokemeister, aka TheIconoclast

    Keeping slashdot idiot free since its inception
  • by Anonymous Coward
    The right thing to do is

    (1) GPL it (Duh.)
    (2) Allow your company to use it for free.
    (3) Make 8$/hr supporting it. Maybe running photocopies of the documentation, or something.
    (4) Think of the children.
  • by Anonymous Coward
    Talk to your employer. I have been in this situation several times. You could sell the work done todate to your employer, reaping one time benefits for your invested time and effort. Or colaborate, make your work available to your employer but retain the right to do develop your version of the product without infringement by your employer. Unless you work for some narrow minded, boneheaded people there should be an easy solution.
  • (1) to maximize the total benefit to all parties

    Huh? If you wrote the code in your spare time, it's yours (unless you have a signed agreement of course). For that work, you should aim to maximize the benefit to yourself.

  • What did Stallman do in this situation?

    Not only good advice, but a great T-shirt slogan too:

    What Would Stallman Do?

  • ... can also have good ideas for generating code in cases like these - options and ways to proceed that, on one's own (coder or non-coder), would not be so obvious. This is qiute important in negotiation.

    Therefore, we should ask coding questions on a law discussion site!

    --
    Marc A. Lepage (aka SEGV)
  • I know when I started my current job I had to sign something listing all of my intellectual property to date as being mine and saying that anything I create going forward (on company time or personal time) will be the property of the company. There was a slashdot article on this subject in recent months. If he signed something similar, his project already belongs to the company and he doesn't have a choice in the matter.
  • Make sure you didn't sign a contract that gives your company all rights to your code when you took the job. Sometimes its in the fine print that anything related to work, whether developed on your own time or theirs, your equiptment or theirs, THEY OWN! If there is such a stipulation in your contract you may want to keep the project to yourself and quit your job ASAP!
  • As sad as it is, you have two options. You can choose to finish your project, or choose to stay with your company. By finishing your project and working for the client, the company will invariably sue you for either stealing ideas or working on your project on company time and therefore claim ownership over the IP. Yes, it sounds ridiculous, and yes, it happens frequently. Companies are like universities, they're very quick to usurp any ideas they can, and they WILL do so if you release yours under this premise. My suggestion would be to quit your job, unless its especially near and dear to you, and continue with your project. If nothing else, consult with a lawyer. My guess is that thousands of people on here will tell you to continue down both paths and screw that big bad corporation, but just remember: they're big bad corporations. For a few hundred bucks, you can get a lawyer's ear for a while, and that may save you a lot of headache.
  • Finish your project, sell it through some other entity (not traceable back to you). Accept the project. Use your experience with the type of product to build a good (but different) implimentation of the same product. DONT USE YOUR OLD CODE. Your product will be first to market, and your boss will think you're doing a good job.

    The best of both worlds. The trick is to disassociate yourself from your (original) product.

    Evan

    http://koax.org
  • To mirror what countless others have said: the only legal advice *anybody* should accept from posters on this or any other website, regardless of their (claimed) backgrounds or intentions, is to go ask a lawyer. Furthermore, make it a lawyer who's somewhat local to you. Doing anything else is foolhardy.

    As a personal aside: I wish /. posters would separate "their world" from the real world. Just because you feel the law *should* operate in a certain manner doesn't mean it will... and just because one judge says law X should be interpreted in manner Y doesn't mean another judge won't say it should be interpreted in manner Z. Disagreements like that are what keep Supreme Courts in paycheques. ;)
  • Well, while this post might have been flamebait,
    implicit is an interesting possibility. One
    way out may well be to GPL your project and
    provide it to your direct client on those terms,
    take it or leave it. You can, of course, insist
    they pay for your work. Naturally, they may
    balk and, naturally, you'll lose any benefits --
    of which undoubtedly there are some, whether
    they're outweighed by costs or not -- from making
    the product GPL.

    You can, it seems to me, then proceed with
    impunity working on the non-GPL project for
    your employer and, obviously, cannot use any
    of the code from your GPL version because that
    would violate the GPL. I don't think your
    employer would agree to use of GPL code.

    You should, of course, check your employee
    agreement and contract as several others
    suggested. Check with an attorney. But you
    may luck out. I worked for IBM many years,
    and they had/have extremely stringent employee
    agreements not to compete. However, our division
    was sold (along with us) to Loral and both the
    terms of the transfer and Loral's own employee
    agreements didn't specify so, upon advice of an
    attorney, I made a list of all my personal
    documents and work I had done on the side for
    IBM and also drew up a Doing-Business-As and,
    effective upon the date Loral took control,
    I presented to management and Loral's attorneys
    a claim that this stuff was mine and would they
    sign it. They were puzzled for a bit, but
    finally did sign it and I was on my way.
  • by FigWig (10981)
    Have you thought of quiting your current job? My only worry would be non-compete clauses and overly intrusive IP claims.

    Otherwise, why not?

  • The whole non compete thing is bullshit where I live.. Tennessee is a right to work state, no employer can make you sign something that will stick that keeps you from earning money.
  • I don't make up the terminology..... Take a look at this:
    Right to Work States [nrtw.org]
  • Well... in my oppinion if you are unwilling to give the work to them the only thing you can do is tell them the truth. If you don't do the work you won't have a job. If they say we will own it if you finish it here, you won't be staying. It sounds like you have already made your mind up no matter what they say, so just break it to them. If they don't like the idea HOPEFULLY you have been saving money for a rainy day and can hold out the 50 hours it will take to finish the product, which you could easily do in a week if you quit. If not... well, time to go back to college eating practices for awhile ;) MMMM... ramen.
    But seriously were it me I would ask them, if they say no, turn in notice and start working on the project yourself. If they need the client bad enough they will pay you for a licence to the software and you make out even better. Mabey make them aware of how long you spent doing it yourself and tell them it will take that long again if you do it for them and offer them a licence of the one you have created. Without being in your shoes thats the best advice I can give.
  • Give the project your almost done with to your work. And redoo the project from scratch using what you learned from programming it the first time. Now your project is stronger and better then before because you first built a prototype (the one you gave your company!)
  • I'm sure they didn't hire you to sit there and see how ineffiecient things were... Unless you're a complete mercenary, you could have, for instance, showed them what you developed and who knows? maybe they'ed have decided to make you a full-timer rather than a contracter for showing such initiative.

    And, you know, this isn't the best of times to be that mercenary. Not the worst of times either, but definetly not the best
  • Offer you employer a license cheap. Maybe even let them have it for free for this client. You can spin control that into enough goodwill with your employer that you'll be able to charge a good, fair price for the next client they find for your product.

    Make sure you approach them by explaining how this makes their lives better. EG: "Boss, I've got a great idea for satisfying this client quickly and inexpensively!"
  • I realize this is too late for your current situation, but:

    I do only contract work. At the start of every contract, there is a set of papers to sign, usually including an agreement that anything I write while employed by the company is owned by them. I almost always modify this, and employers have always agreed so far.

    When signing employment agreements, always review them carefully and never be afraid to modify parts that make you uncomfortable. Don't sign things you don't agree with (anywhere in your life, not just employment). Contracts are supposed to protect both sides, not just one. Very often, employers have no problem with reasonable changes, but you have to ask. Of course, you should try to come across as reasonable and friendly, not argumentative or problematic.

    The change I normally make is to protect a) software or routines I've already written, that I may use or extend in the current project, and b) general-purpose routines I may write while on the job, even if they're brand new (I frame those as "extending my existing libraries"). To make the employer comfortable, I grant them a permanent license to use, modify, or distribute what I write (there may be exceptions depending on the situation), but I retain ownership. If they think they're giving something away for free, I make it clear that they're benefitting from the work I've done at past employers, and that the tradeoff to them is more than worth it-- they get immediate benefit from my past work, while their own potential loss is questionable at best. It's reasonable to argue that the best arrangement for all parties (you and multiple clients) is for you to retain ownership of it all while granting liberal licenses to each client.

    Note that IANAL, and none of my agreements have been tested in court, and I hope they never are.

    Aw, heck... here's the actual addendum text I added to my most recent contract:

    Addendum regarding section 6.B (Intellectual Property): Section 6.B is subject to the following exceptions and conditions:

    Agency_Foo and Client understand that Employee brings to this job various software tools, libraries, and the like ("Tools"), which have been previously developed by Employee, either while working for previous clients, or on Employee's own. During and after this Agreement, Employee will retain all ownership, right, title, and/or interest in these Tools. Client will retain a permanent license to use, distribute, and modify these Tools as needed, including but not limited to the use of Tools in everything Employee worked on during this Agreement, and for all related development subsequent to this Agreement. It is understood that Employee may extend or modify Tools during this Agreement, and this addendum holds true for those extensions and modifications, i.e. that Employee retains rights over them but Client retains a permanent license for them.

    The intent of this addendum is to ensure that both Employee and Client can use these Tools during or after this Agreement, without restriction.

    I used words and phrases defined elsewhere in the agreement, so modify the language to fit the existing contract in your situation (a smooth fit with existing language makes it sound less agressive too). You might change it to grant more or less to your client. I never had this reviewed by a lawyer, but it might be worth it at some point.

  • Then you won't have to worry about this at all. The clients will be able to use it, you'll be able to get credit for it.

    Of course you won't make any money off it, but then how dare you be so greedy!
  • In my view, this article is simply trying to elicit specific legal advice, as several other posts have done lately, and hence should never have been posted.
    Sorry to flame off like this, I know you're just trying to help, and doing what you're professionally obliged to do.

    The problem with this opinion is that many /.ers believe that the law just likes to make work for lawyers. IMO, if a law can't be comprehended by an averagely-educated citizen, then it shouldn't be a law. What's the point in there being thousands of laws that I am potentially violating? Are we all supposed to do nothing but read law books all our waking lives in order to avoid breaking one of these laws? At least we wouldn't have time to break any, unless we're so busy reading that we forget to open that jury summons or voting slip or whatever on the doormat. If I want advice, then I'll ask whoever I damn well please, and if that's my peers here on /., then that's my perogative.

    PS. I think I know the heart of the answer to these rhetorical questions, being that any system with input and feedback tends towards complexity, chaos, and eventually emergent behaviour. It's not a bad thing, it's how life happened.

  • See
    a
    lawyer

    At a minimum, I expect the only way to avoid a conflict of interest is to recuse yourself from this project for your company. Even still, this may not be enough, since what you're working on at home is, by your description, something your employer would want to market.
    cb
  • He probably is not writing a program that will compete with any of his employer's products. Most programmers work for companies that do not have anything to do with software.

    The impression I get is that it is a program that would be useful to any company that is in the same business as his current employer.

    I do not find in orthodox Christianity one redeeming feature.

  • Setup a fake company to peddle the product either to your employer, or to the client, making sure you stay at arm's length from it and they can't trace you back to it.

    --

  • You should also consult state laws on this subject, as some states have regulations on these invention assignment contracts. For instance, Washington State has the following law:

    RCW 49.44.140

    Requiring assignment of employee's rights to inventions -- Conditions.

    (1) A provision in an employment agreement which provides that an employee shall assign or offer to assign any of the employee's rights in an invention to the employer does not apply to an invention for which no equipment, supplies, facilities, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless
    (a) the invention relates
    (i) directly to the business of the employer, or
    (ii) to the employer's actual or demonstrably anticipated research or development, or
    (b) the invention results from any work performed by the employee for the employer. Any provision which purports to apply to such an invention is to that extent against the public policy of this state and is to that extent void and unenforceable.

    (2) An employer shall not require a provision made void and unenforceable by subsection (1) of this section as a condition of employment or continuing employment.

    (3) If an employment agreement entered into after September 1, 1979, contains a provision requiring the employee to assign any of the employee's rights in any invention to the employer, the employer must also, at the time the agreement is made, provide a written notification to the employee that the agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee's own time, unless (a) the invention relates (i) directly to the business of the employer, or (ii) to the employer's actual or demonstrably anticipated research or development, or (b) the invention results from any work preformed [performed] by the employee for the employer.

    [1979 ex.s. c 177 2.]

    Whether such laws apply to you, of course, is another question as, like the above one, they tend to be pretty weak. The employer's rats, er, that is, lawyers, would of course claim that any possible invention involving software relates to their business. You should further subsidize the verminous hordes of these trained rats by hiring one of your very own, instead of asking for some half-assed opinions on the internet.

  • If you worked on your side project while working for the company, there is a good chance that it is owned by them. Almost all employment contracts say this. I think you're out of luck, here.

    -m

  • Barring any contracts you haven't mentioned.....

    Your first concern should be the obvious potention conflict of interest. This isn't a bad word, it just means there is a conflict.

    You have been working on something on your own time, you own it. You have a vested interest in it.

    Your company has an interest in doing something as well.

    If you already have such a product on the go, then somehow or other you MUST bring this to their attention. Point out that you cannot work on it because it would result in a conflict of interest (on both sides). Better yet, talk to a lawyer first, so you don't get screwed. Anything is possible. Perhaps they agree to pay you to finish the product (ie: at your dayjob), in return for your licensing it to them. Under that license, perhaps they pay you royalties on product sold. Ideally, you would be free to continue to develop and market said product independently of them.

    TALK TO A LAWYER, if this has any value to you, because even if you do nothing.. you are in a conflict of interest.
  • I agree -- a lawyer is going to be necessary here. First off, you probably signed an employee agreement when you started at this job. Many of these give the company rights to work you do, even in your spare time, if it can be shown to somehow relate to what you've done at work (this could be as broadly interpreted as 'a software project,' if you're not careful).

    Armed with a copy of your agreement, seek the advice of a professional. Yes, he's going to cost you money, but in the end you're probably going to make out better.

    Failing that, tell them a little lie. Tell them you have something you did a couple years back which is very similar to what the customer wants. You're willing to submit it for their inspection, and let them buy it off you and re-sell it to their clients, at a good price, as long as it's clear this is your software not theirs. As they mull this over, work all night every night to wrap the thing up. :-)
  • It's funny. Laugh.

    --
  • Asking Slashdot will get you a sense of what an isolated community feels is right. It will not tell you what is legal.
    • Get a lawyer that is well versed in this area.
    • Tell him everything. Show him all your employment agreements.
    • Tell him your `litigation threshold'. Do you mind spending weeks preparing for litigation even if you will most likely win?
    • Decide how attached you are to your current job.
    • Decide how much revenue your product will provide and at what effort.

    Then you are prepared for the hard choices. Until you accurately know your liabilities and possibilites you are going to be engaging in unproductive wishful/fearful speculation. Your lawyer (if good) will have many ideas of ways to proceed.

    The lawyer will cost you $400 to $1000 for a good one. (You may not be able to get a good one for a small thing like this unless you have connections.) It will be some of the best money you've ever spent.
  • You simply parrot atrowe's advice to get a lawyer.

    Excuse me? Who's parroting whom here? I had already suggested seeing a lawyer, and tried to offer significant other perspective besides, before you even showed up. Several others had done likewise by the time you tried to present the most basic and oft-repeated bit of advice as your own unique free-thinking insight. Your attempt to project your faults onto others - as an AC, no less - is laughable.

  • Without more details, the result may vary dramatically. The answer may vary from state to You may have no options at all, or may have several from which to choose. The only way to know for sure is to spend a few hours with a competent lawyer who knows what she is really doing -- expertise in computer law is essential.

    This shouldn't require a lot of time to give you advise. And getting it right might matter a lot.

    If your product isn't worth a few hours of a competent lawyer's time, you shouldn't waste too much time thinking about it.
  • by Rader (40041)
    I'm not being sarcastic, mean, trollish, etc.

    But...Isn't this a "right-to-work" country? There are contracts and there are contracts. It's possible (even in tennessee?) to work for a company where your contracts can impede your own free-market ideas.

    There has to be a fine line somewhere. If your sentence was read literally, then it'd be ok for me to steal iMacs from a Tennessee company and fence it for money (or for pennies, as it might be), since "it keeps me from earning money".

    Rader

  • COmpanies are nto entitled to their clients. Anybody can "steal" a client at any time for any reason. If the company is unable to keep it's clients happy then they deserve to lose them and it really does not matter who they lose them to.
  • Look at how the company he works for is going to make out. This guy worked on his own time for months creating a product, at the same time he was working for his employee. Now because his employee had better lawyers and made him sign something his employee gets the product for free. In effect his employee just made him work hundreds of hours without paying a dime of regular or overtime.

    His best revenge at this point may be release the code under GPL. This way his company can not at least claim an exclusive lock on his code.
  • "In my opinion, while a company does not have a right to an employee's thoughts and ideas, they do have a right to get honest answers and ethical behavior."

    Oh man that's funny. Where do you come up with this stuff. An employer has no such rights unless the employee was dumb enough to sign away his own rights. The employer should expect the employee to show up on time and do what he is told and that's about it. Anybody who gives their emplyers anything else is just a shmuck.
  • Most employment contracts state that anything you do on your own time and equipment, unless it relates to the current or likely future business of your employer. In this case you are in trouble.

    Personally, I always negotate a employment agreement addendum in which I enumerate all my external projects which may conflict, so I can keep working on them. Even then, they generally require conflicting projects to be non-commercial.

    My recommendation - get a lawyer. Otherwise, you could take vacation, finish and sell your version, update your resume, then come back and announce that you have a pre-existing side project meeting that need. They'll either claim ownership under employment agreement, have you recreate one for them from scratch, or fire you.

    Good luck! (I'm stuck in same conversation w/ boss right now, and mine's only non-commercial!)

  • I agree with this.

    You should see this as a tremendous opportunity for a win-win WITH your employer. Both your employer and the client will probably be thrilled to have something so far along. Marketing software is a lot more than just writing something at night, you know. Having this initial customer ready for your product just as it's ready to field is a big win for you, and your employer found this customer for you. Also, your employer probably has a lot of resources that will go a long way toward making your product a success.

    Trying to keep it all for yourself is just greed. If you hate your employer so much that you just can't stand to share in the benefits of this work, then why are you working there at all?



    ---

  • At one point in the original article he said "The problem is that one of the clients they work for wants the EXACT product I am producing in my spare time." So he would be taking at least one client that he most likely came into contact with by working for his current employer.
  • It sounds like he's also getting *clients* from his current employer. That makes me reluctant to side with him on this issue.
  • You should be ashamed of yourself for trying to make money off this "side project"!

    You should put all the source that you've developed thus far on a web site, and GPL it.

    Then your employer can't expect you to work on it for them, because you'd be using your knowledge of the source to complete it, which if closed by your company would violate the GPL right?

    Then we can all dance around and be merry because we've seen how beneficial it is to open source everything. Well, except for the fact that if I was your employer I'd fire you.

  • What a ludicrious argument. There was no breach of ethics. There is nothing in the law that obligates full disclosure. I was merely removing the any appearance of impropriety.

    You can't disprove something using an affirmative defense. The problem being discussed in this Ask Slashdot question is "How do I prove that I came up with someone on my own time that LOOKS like something I came up with during company time?" The answer is you can't, it is impossible. You'd have to give them a log of everything you did in your off time and I doubt most people keep those kinds of records. Even if you swore up and down that you came up with the idea yourself, that doesn't mean they can't sue you anyway because they don't believe you.

    They also have a right to know when they are paying an employee twice for the same work What a moronic statement. They purchased something I developed on my own time. That's something they never paid for. The fact that I am the one deploying it is irrelavant. The person who writes a word processor gets paid and so does the person who installs it. If anything, the company comes out ahead because I'm the best person to deploy the product since I already know everything about it.

    Fact is, there are hundreds of managers out there with stock in IBM who push completely worthless solutions like MQSeries because when IBM is awarded big million dollar contracts their stock gets a nice boost. I don't see it as any different than what I did. Yes I could have disclosed the fact that I wrote it. But then I'd be spending my time on a futile quest instead of getting the work done.

    Besides, if they had paid me to recreate the system on company time they would have ended up paying a lot more and waiting a couple weeks. The work is done, why re-invent the wheel?

    So yes, I think I did the right thing for the company and myself. And let's be clear, there was no psuedonym involved. I merely chose to sell the product under a name different than my own to remove the appearance of impropriety. Just like Adaptec selling software under the brand name Roxio so they don't confuse their image as a hardware provider. Etc.

    - JoeShmoe
  • I didn't go into detail in my original post, but the company was aware that helped Brand X develop its solution. My intent in selling it as Brand X and not myself was to make it clear that the company had absolutely no rights to the product because it was developed 100% outside of the company.

    As to allegations of fraud, yes, I would agree with that theory if I had knowing recommended an inferior product to get a kickback or such. That would be fraud. If I concealed knowledge of a superior product so that I could recommend something I had a vested interest in, that would be fraud.

    However, if questioned I can honestly say that I recommended the only/best product on the market that would fit their needs. I don't see how this situation would have been any different if I sold the distribution rights of product to my friend and then received royalties for its use from him.

    The company was paying in the range of $400-500/system every quarter to send a field technician out to a store to log in as administrator, copy a few files and log off. In the end for $10/system they make changes on one master system and updates are mailed out to the store where the manager just sticks the disc in, boots it, then throws it away. So they were quite pleased with the results. Besides, I would have ended up making $30-50/system if I had developed it in house so I don't see how I could be guilty of fraud for cutting myself out of profits.

    IMHO, the ends justify the means in this case.

    - JoeShmoe
  • Good idea. I would just add this one angle:

    You tell your boss you already have something similar that you developed on your own time "a while ago", at home. Tell them that rather than paying you to develop this for their client (C), you can just allow them to resell what you already have done, and they can have you start on a new project.

    The point is that they are already paying you some sort of salary, but rather than waste time re-inventing something you have already done, you can work on another project, client C gets their product very quickly, and everyone is happy.

  • I hope they wouldn't think you can complete the whole thing within 30 hours.

    Make a demo out of it using the incomplete feature set. ASAP. Since it is impossible to just start from scratch and make it after you're told the client wants something like it.

    If you wait for 30 days, or take a vacation, or whatever, they can say "oh you've started making this when you hear our client needs it!!" The idea and thus the whole thing IS BELONG TO US!! Then there'll be no hope you say anything at all ;)

    So, prove to them you have developed this at your spare time, long before you know the client needs it. The only mean I can think of is releasing it ASAP.
  • Step One: Read your employment contract and if there is any area you are not sure of, talk to a lawyer about it. If what you are doing in your free time is close enough to what you do for a living, your employer may actually already own it. Its called an invention and innovation clause I think. It depends on your contract though so find out. The end result is by selling this to your client you may be breaking your contract and even committing a crime.

    Step Two: Consult a lawyer anyway. Get him to confirm what you think is going on in your contract. This may get down to legal wrangling in the end and he will have specific advice for you that is far better than what you can get on Slashdot.

    If at this point you find out that you don't actually legally own this then you are screwed and just wasted a whole lot of your free time. Sorry but it pays to know your contractual obligations.

    Step Three: If you are the true owner of your work (sounds funny saying it that way but it is true) then for God sake finish it fast. Take a vacation now, before you have to do anything on your employers version of this. Refuse to do anything or even hear anything on this project from your employer. Even talking about things may give him cause to try to take ownership. Build up a suitable level of deniability.

    If necessary explain what is going on to your employer. Tell him that he doesn't own this contractually and that you refuse to compromise yourself. Let him know that you have already talked to a lawyer. Give him the lawyers name if he asks it. If your employer is smart, chances are he will want to avoid the court system too if you are in the right. Especially if you are ahead of him in the process.

    It might be a good idea to talk to your clients too. See if they will give you help since its in their best interest as well.

  • I love to write GPL'd code but don't tell
    anything they "should be ashamed" for writing
    commercial software. In the spirit of free
    software, people should have the FREE CHOICE
    of how to license and distribute their
    software. It's generally good to Open Source
    but it doesn't even always make sense.

    Games for example--It's ok...but what benefit
    does a company get by open sourcing a game?
    Their labor is worth something and it can't
    be made up on consulting services or support
    for games. There are other examples and eve
    exceptions for certain kinds of games but it
    one good example. Freedom is the key--not
    forced exploitation of labor!!

    --Matthew
  • Quit your job.
    Change your name.
    Drastic moves,
    but who's to blame?
    Satan, boy.
    Satan, Satan, Satan.
    Hell yeah!

    --

  • You do need a lawyer. And you need one who has done employment-related intellectual property law. In Silicon Valley, those are easy to find; outside of a high-tech center, they're rare.

    A lot depends on the value of what you're working on. If it's the Next Big Thing, you need a high-powered corporate lawyer, and it's going to cost. If it's a minor item, some local business-oriented lawyer may suffice.

  • but I don't think I could find a job in the 2 weeks I would have left of my last paycheck.
    Even if you have absolutely no intentions of leaving your company, you should be doing job interviews. At least two per year. Why? Many reasons. Practice. Keep up with what companies are looking for. Nod to the fact that the job market is volitile. You might find something better. You might find yourself in, well, your situation. As an aside, last I checked, an IT worker can expect to switch jobs every 2.5 years.
  • I say: DO NOT TOUCH THIS CLIENT PROJECT. DO NOT. The potential legal entanglement is frightening. Exactly. My advice to him is to get a good lawyer NOW and don't skimp on the selection of said legal vulture based on $.

  • If you've been working on it in your spare time for 6 months and the employer says the project belongs to them, I'd say they owe you a few hundred hours of overtime pay. :-)
  • Actually he just said "clients". From the way the rest of his post is worded, I'd assume they aren't the same clients as his company has.
    --
  • Well I don't think we should assume he came into contact through his current employer.
    --
  • Your job, your career, or even your life may depend on you getting good, sound advice.

    I don't see how is LIFE could be in danger, unless perhaps his case gets tried by a certain judge in the Southern District of New York. ;)

  • This is what I'd do in an ideal world, but it might have to be cleared with the customer first... IANAL...

    /Brian
  • "
    His best revenge at this point may be release the code under GPL. This way his company can not at least claim an exclusive lock on his code.
    "

    I've seen this done over a payment dispute before. Purely verbal contracts - the company suspected they could pull a fast one over the developer until he casually mentioned that they didn't have a copy of the source code and he was quite prepared to GPL it and release to the appropriate clients for free instead.

    He got paid more than he originally expected for it :)
  • Talk to the client directly(On your own time, and NOT over company e-mail.) Tell them that said project is already near completion, and that you can do it for less than what your company can. Dont let your company screw you. This is YOUR work, and YOUR project. You deserve YOUR cash.

    I am TIRED of seeing people who develop things on their own time get screwed because their company feels that they own you every goddamn hour of the day. Sure, they can tell you what to do when you are on their clock, but when you are not, it is your time! Employment is a contract saying "I'll do said work for said pay". Its not signing your mortal soul and every waking hour to them!

    -Nemmeran
  • Secondly, DO NOT WORK ON YOUR EMPLOYER'S PROJECT. Do not consult, brainstorm, collaborate, talk about, listen to discussions about, or otherwise become in any way involved (even peripherally) with your employer's project. Don't do anything that could result in cross-pollenization of your products. What you do on their time could very well be attributed to them when the dust settles.

    Actually, tell them that you cannot work on the project because it conflicts with a previous non-disclosure that you have with a prior client? and you cannot even reveal the client because that is part of the non-disclosure.

    Sticky situation, all in all?

  • You say, that you could live well for a while with just those two initial customers. What comes into mind, when I read your question is the following:

    I assume, that you work for a reasonable employer. I also assume, it's not a three man company, that they have resources, a marketing budget and even a decent sales force.

    A further complication might be, that (another assumption) you know your future customers via your current employer. This would complicate things tremendously.

    The first thing I'd do is talk to a lawyer, as it was said already.

    Next, aim for a joint marketing agreement, where you license your product to your employer. As there appears to be an interest on the market, this could be a sweet deal for everybody involved. Plus his customer gets the product in 2-3 weeks and is a damn happy camper.

    I worked for a version 1.0 company that had a great product, years ahead of it's time. The company went bust of course, because we had no clue what sales and marketing means. Even if you get 1/3 of the gross sales and a cut of the support fees, that could turn out into a much sweeter deal, then when you have to knock on doors yourself, or find out the hard way, that sales/marketing eat 50% of your turnover.

    Whatever you do, don't try sneaky deals here. If you're employer is reasonable and you come with a good proposal, both profit. If however your employer feels crossed, you're essentially fucked.

  • I know it's been said before, but: take a vacation to finish your code. Then hire a lawyer, refuse to work on the project, etc.
  • ...sell the project you've been working on in your spare time to your own company. Let your company sell it to the client. The client gets what they want in an unexpectedly short time frame, you get paid, your company gets paid, and hopefully, you get some extra recognition for helping your company in your spare time.
  • It is not unreasonable for your employer to argue that you could have reasonably known about the possible requirement for such a product (anyone who has THAT LITTLE of an idea of what products they may have to develop for their employer really ought to clue themselves in a little more about their job!).

    *Ping*

    Conflict of interest.

    Ideally, you should discuss the situation with your employer. They may understand and move you to a different project, or even be prepared to come to some licensing arrangement.
    Or they may not be so reasonable, in which case you may want to look for another job.

    Of course, if you signed one of those "everything you develop that is related to our line of business" clauses, then youare stuffed anyway (and should have thought about that before you started).

    --
  • During my average week at college, the majority of my time is spent working on my own projects. Maybe you can gain some insight from my own ideas on the matter.

    When dealing with my own tasks, I know they'll be more valuable to me in the short and long terms than, say, the busy-work my professors give me. I learn better on my own and I feel that I can accomplish more on an independent basis than what others want me to do. So, I will often neglect studying to do my own thing - only to end up learning class material in the process since well, what I'm doing exceeds the status-quo of my average class mate.

    You should look at it in terms of working harder on your personal endeavors and delaying your clients (assuming that's possible). If you do it for yourself first, you'll gain more out of it (rights included I suppose). *shrug* Just a few thoughts.

  • Your contract with your company governs who owns what and who can do what. Maybe you are completely in the clear, maybe not. Your company may well be able to claim rights to the software you developed even if you did it "in your spare time".

    This is something you should have looked into when you started, not after you invested six months of work. If your contract doesn't clearly allow you to do this sort of thing, get a signed agreement up-front.

    Now, from a practical point of view, you may be able to negotiate. After all, you have the code and they want it. Maybe they can "buy" or "license" the code from you. But if they are firmly convinced that they have rights to the code anyway, they may just use negotiations to get whatever they feel is theirs out of you and stop before committing to anything.

    Another possible course to follow is to quit your job and market your product. The company may still try to claim rights to your software, but it seems less likely that they would do so. There is programming work you can do even while working on your own projects; contracting is often structured that way.

    So, there isn't any easy answer. It all depends on your contract, your personal relationships and trust with people at the company, the potential value of the product, etc. The best lesson to take from this is: think about it beforehand.

  • Many employment contracts for high tech workers state that (1) work that falls within the area of employment is never considered "outside the company", (2) you must disclose any and all outside business interests to your employer right away, so hiding behind "Brand X" doesn't help.

    I don't know what your particular contract said and whether what you did violated it; your company may simply have decided that it wasn't worth raising the issue, because they like you, or because your price was right. What I do know is that what you did would violate the employment contracts of many people.

  • by perdida (251676)
    I must say I do have a little sheeple strain, which is why when I loaded up Slashdot and saw that first post just sitting there, I couldn't help picking the first relevant thing that came to my head and typing that.

    I'm a marxist and all that ;), and this seemed to me like a case of alienated labor; you are sitting there being creative with code, and your corporation just happens to have a client that could use the code.. coincidence does not property make. In this case, the clients had not contributed software, hardware or other resources to the guy who came up with the code, but they just happen to think that they hve a right to it, or more specifically they think they could get a lawyer to say that they have a right to it, when they don't and I believe shouldn't.

    I explained myself a bit in the second post... and sorry about the moderation-bitching, but I've had enough bad moderation in the past that that's the reaction I came to.. Perhaps I shall have to revise my views of moderators.

    A pro-creativity workspace is like my editor, who will help me, sometimes even materially, with stories that her publication could not print if it wanted to, but because it improves me as a writer and journalist. It's not jargon imo, it's a reality in a very few cases. I am lucky. :)

    Thanks for having enough interest in the actual discussion, rather than the moderation, to post in the thread.

  • There are a couple issues bought up here that can cause someone in this situation a whole bucket load of grief. What wasn't made clear above was if the original poster is an EMPLOYEE or a CONTRACTOR with the company he/she is doing work for. If you are a CONTRACTOR, then you really don't have too much to be concerned about with the company you are doing the work for, AS LONG AS you have not ever done anything related to your home project while on their premesis on on their equipment (read as: using ANY of their resources in relation to your home project). If you are an EMPLOYEE, you are opening up a very big can of worms! If you are serious about publishing the software you wrote, you should seriously consider leaving your position with this company, even if they and you want to work out a licensing or publishing agreement. Of course, this would only really work well if you believe such an arrangement would be financially sustaining for you. In either case, you should certainly consult with a attorney that is experieced in INTELLECTUAL LAW. Do not waste your time just going to any attorney that only has business law experience. In my past experiences, any attorney that does not specialize 100% of their time in intellectual law is not capable of providing you with sound advice. There are a ton of issues to be concerned with here, and these can vary from state to state. They should be able to provide you with standardized intellectual property contracts and such and will be able to help protect your rights and liabilities in working out a deal with your current employer/client. Yes, it might be a little more expensive than you would want, and you might have to travel a bit to find such an attorney, but I can tell you that I have learned this the hard way and it is certainly worthwhile to go through the time and expense in what it saves you long term.
  • 50 hours to completion? Take a weeks worth (5 days) of vacation and bang it out. Then sell your product to your company.
  • Well, let's be honest here. IANAL, but more than likely your actions here are going to largely, if not completely, dictated by your actions in the past.

    Since you have indicated that you stand to make a not insignificant amount of money for this product, it would seem economically reasonable to retain a lawyer who is familiar with contract negotiation and employment contracts. To be honest, regardless of your manager's or company's good intentions (assuming they have them), this issue will eventually make it's way to the company's legal department. And they will do everything within their power to make sure that the company gets rights to the software/IP that you have created just to cover their asses.

    Secondly, DO NOT WORK ON YOUR EMPLOYER'S PROJECT. Do not consult, brainstorm, collaborate, talk about, listen to discussions about, or otherwise become in any way involved (even peripherally) with your employer's project. Don't do anything that could result in cross-pollenization of your products. What you do on their time could very well be attributed to them when the dust settles.

    Third, gather any and all documentation from your personal project's customers about the specs and requirements for this project. Make sure that you have documentation that shows that the project was something that they requested from you and that they have had you working on for some time before your employer offerered this project to you. Your lawyer will probably want it for documentation. (see step one)

    Finally, get a copy of your employment agreement. You more than likely signed a non-disclosure and/or non-compete agreement when you started working for them. The wording of this agreement could be crucial in defending your rights to this project. You may have (even unknowingly) signed away your rights to any inventions made during your employment term with this company. Hopefully you have been smart enough to not work on this project on the company's time (coding, brainstorming, making contacts, negotiating with customers, etc). If you have, then it's going to be a very sticky situation. Even if provisions of your employment agreement that you agreed to are illegal or un-enforceable as they relate to this situation, it's going to take court time to prove it and get them thrown out. (see step one.)

    Now here's the ugly part: even if you did no work on your side project on your employer's time, even if no provision of your employment agreement specifically prohibits this kind of work, even if you're done everything "right," you will still need a lawyer. (see step one) If you've done everything "right" you can make sure that you maintain your rights to the invention. But you'd probably still be better off to work out a deal with the company where they are either a reseller or licensed in some way. Your company stands to save a fair amount of money (in man-hours) by licensing it from you rather than paying a team to develop it from scratch without imfringing on your IP (assuming that you've copyrighted pr patented it). Also, it could be cheaper in the long-run for the company to work out a contract with your than to sue you. This is an area where your attorney (see step one) can help work out a deal that is beneficial to both sides.

    I hate lawyers, but you can't really do business without them.
  • Disclaimer: IANAL I don't see that it's at all obvious that the company is trying to steal anything... it may be a simple coincidence. It may also be that the emplyee, given his intimate knowledge of the employers business could see the opportunity. The only way I see to get clear of this is with complete disclosure. It may not be easy and might even begin a process that leads to the employee and employer going their separate ways. OTOH: It's just possible that a win-win solution could be at hand. If both parties are amenable, and full disclosure is made up front, it conceivable that the employee and employer could reach an agreement to share the product. Presumably the company would bring a broader sales and marketing capability to the table, while the employee brings a nearly completed product. Certainly, the first sane step would be to seek the advice of an attorney. Until you get the attorney's advice, you should do NO ADDITIONAL WORK on the product, paid or otherwise. I do know of a couple of times this sort of thing has happened... IMHO: it usually works out to the employers benefit.
  • by winterstorm (13189) on Saturday March 03, 2001 @12:26PM (#387195)

    What you did is probably some form of fraud based on the fact that you had potentially conflicting interests that you did not disclose to your employer/customer. The company that employed you and license your solution/product might say that you misrepresented yourself to gain financial benefit.

    To clarify, you had two interests which the company, who was your employer via your employment contract and your client via the license agreement, may have felt were in conflict. The first interest was via your employment, where you had the responsibility and/or authority to suggest a solution to meet their needs. The company would assume that you'd look out for their interests because your employed by them. The second interest was via your software product/solution. You had a financial interest in "Brand X" and you didn't disclose this to the company and thus they didn't know there was a potential conflict of interest.

  • by seebs (15766) on Saturday March 03, 2001 @03:02PM (#387196) Homepage
    First, have you signed anything saying, for instance, that work related to things the company does becomes theirs? That would figure prominently. If you haven't, come to the company and explain that you've been doing a project very similar to this on your own time, tell them how long it took, and suggest that, in all probability, the best deal would be for them to license it from you at a reasonable rate. Don't get greedy, and if it's enough cheaper and faster than development costs would have been, they may be pretty happy.
  • by BeanThere (28381) on Saturday March 03, 2001 @10:55AM (#387197)
    It sounds like he may have known in advance that his company was going to want to do this work. If he did, then he may also have a problem, even if the work was done on his own time. If he had known that the client was going to want it, then he may have done it just to get in ahead of his own company on getting the money from the client. In this case he would have effectively been trying to "compete" against the company he works for, which would put him in the wrong, even if the work was done on his own time and own equipment. If done on work time, it definitely belongs to his employer. If done on work equipment, maybe. If your employer asks you to do a task, and you go and do that task *on your own time and equipment*, then your employer usually still has rights to that work under the law, tough luck for you, but this is because this is usually a case of the employee trying to screw the employer. The terms of his contract could make a difference though.


  • by brianvan (42539) on Saturday March 03, 2001 @10:21AM (#387198)
    All your project are belong to us.

    Communication is the key here. Stupidity might get in the way though. Not to sound like an echo here, but you:

    * Cannot accept the project as-is, in any case.
    * Must tell your boss about your side project and that you won't work on their project due to a conflict of interest (you don't want to compete with yourself) - but that once you complete the side project, it's a possible licensing solution to look into.
    * Reassure your boss that you didn't touch this project on work-time, and that you're not willing to at this point because of the IP issues.
    * Pray that your boss doesn't fire you, reprimand you, come up with a cheesy solution that screws you over, order you to quit working on or hand over your side project, sue you, etc. Not that there would be any grounds or fairness in these actions, but managers are... managers.
    * Cannot tell your boss that you can't do it and then do it for the client company behind your employer's back. Highly unethical.

    It all depends on how your boss reacts, really. You HAVE to say something. You're entitled to, you could benefit greatly from this situation, and it's just plain unfair if you have to silently hand over the rights of your personal work to any company because of a situation like this. Don't try to sneak anything past anyone, it's too risky and you stand to lose a lot if your employer finds out.

    Also, take some time to make your side project really spiffy. The upswing of that would be that you can perhaps impress all your clients, your employer's client, and your employer as well... so that not only does everyone benefit, but you may be in line for a promotion as well. So don't make any spelling or grammar errors! ("You have no chance to survive make your time" for example)
  • by dfung (68701) on Saturday March 03, 2001 @01:22PM (#387199)
    Excellent post by russh347.

    The company has entered into an employment arrangement from hiring that probably laid it out to the employee - what they work on without regard to whose "time" it is while employed belongs to the company, who can decide to pass on it.

    There's nothing that stops the employee from working on anything they want to, but they knew their IP relationship up front, and shouldn't expect the company to back down. This is particularly in a case like this - by virtue of what the employee does as their job, they probably see the opportunity and techniques to realize a solution.

    All that said, if the project is distinct from the employee's explicit job responsbilties, it behooves him to disclose this to his management right now. A moral company (and that's not a ridiculous statement) can recognize that work that could be valuable to them might have been done outside of the bounds of work responsbilities and decide to compensate the employee for that work. Doing so benefits the company in that they can more quickly respond to a customer AND they can keep an employee who's clearly demonstrating that he's tuned into the technical and business environment.

    If the company doesn't want to recognize the workers contribution, they you're still better of with disclosure now - the company is not going to let the employee take the work anyway, at least not without a fight that the worker is very unlikely to prevail in.

    The worker could try to play dumb on the new project, leave the company and try to approach the client directly , but this is potentially disasterous. If you sold your package to somebody who might have been a company client but you got to them first, nobody would be the wiser. If the company loses the contract of a client that had come to them for specific expertise, and lost the contract to an ex-employee who happened to know their requirements and happened to have been working on such a product in their personal time, there's no limit to the amount of doo-doo that will rain down. And if any of the techniques, knowledge, or god forbid, source code of the employer is discovered in the private work, this whole thing will turn into a very serious matter.

    If the employee leaves the company, and finds that it's hard to land "clean" customers with his own package, then he'll probably see why the company had him sign the employee IP agreement in the first place. There's a lot of aspects beyond the technical in providing solutions - sales, marketing, and support are just a small part of it all.
  • I very heartily second this advice, and add the following based on my understanding of the question:

    First of all, never ever ever work on this personal thing when you're on your employer's clock or equipment. It will most likely be legally theirs if you do.

    Second, you make it sound as if you have 2 or more clients of your own lined up to take advantage of this thing. Call them A and B. Now, your employer is getting Client C, who could also benefit from what you're doing.

    My advice would be to excersize some vacation time so you hear nothing about client C. Focus your energy on clients A and B, if you really are a week or so from completion. After some discussion with them, you may find it prudent to leave your employer and just forget client C.

    Or, you might be able to work out a licencing agreement with your current employer, where C pretty much gets your solution with your employer's "brand," and you get a fatty check for this agreement. Of course, your original employment contract might not allow for this, and you might have to either leave your current employer or never speak to C. Speak to a lawyer, for sure.

  • by Ukab the Great (87152) on Saturday March 03, 2001 @05:03PM (#387201)
    And I'm not talking about as a sysadmin at the company headquarters. I'm talking about as a $6/hour clerk who pushes cell-phones and takes addresses. Three years ago, when I got hired by Rat Shack, there was an inventions clause in my contract that prohibited me from writing software in my spare time . Any software that might be written in spare time would immediately be the property of Tandy Corporation, and I would receive absolutely no compensation for it. The scary thing was that in way did my job relate to software except that I sold computers that run software (as computers tend to do). This is completely ridiculous and I'm surprised it's even legally defensible. Needless to say, I've moved on to greener pastures in the last two years. But I'm scared that one day, even people who go to work for McDonalds will have inventions clauses in their contracts. "Oh, I'm sorry. You work a deep fat frier, so I'm afraid we're going to have to confiscate the high performance, multi-threaded web server you coded. Have a nice day".
  • by Yhcrana (88366) on Saturday March 03, 2001 @12:37PM (#387202) Homepage
    The good thing about this is this is a smaller company and they have never written in IP rights into their contracts. I am already at odds with them about my pay scale (not getting paid enough to take their abuse). My other problem is that I depend on this job to pay my bills and feed my computers electricity.

    This product was conceived, started, shelved, restarted and shelved before I worked for this company. I recently re-started the project (3 months ago) when I was able to find time to write more code and had learned more about the product market I was producing this for. The biggest point about this post is that this product was started before my working for this company so in my opinion it should be mine. I have debated on taking the time off to work on this, but the company is a little cranky about their sysadmin taking a week off. Hell they yell at me if I am 2 minutes late being back from lunch when the other employees get back 20 minutes late with no management complaints.

    Long story short I feel no company loyalty or obligation. I would quit right now if i had a small amount of money saved up, but I don't think I could find a job in the 2 weeks I would have left of my last paycheck.

    Yhcrana

  • by JoeShmoe (90109) <askjoeshmoe@hotmail.com> on Saturday March 03, 2001 @10:02AM (#387203)
    Quickly go get yourself a business license and then tell your company that there is already a product on the market that does what they want it to and suggest they use that rather than re-invent the wheel in house.

    At this one company that had kiosk machines in every store, they were having a very difficult time getting machines updates since only techs had the know-how to apply patches from a floppy. I developed a way to use a Ghost image to update the system from a bootable CDs. I planned to offer it to them after my contract expired.

    While working for them, they asked me if there was any way to make the update process simplier. Using an old business license, I told them there was a company Brand X that offers just that sort of product. I had a friend of mine contact them on behalf of Brand X and pitch it to them. They agreed to buy a enterprise-wide license for $10/system. At that point I used the business license to cash the check for Brand X and came in the next week and started deploying the CD based system.

    It was a Dr. Jekyl/Mr. Hyde kind of development thing, but I thought it was the best way to handle in since the only thing I did at work was see how inefficient companies are.

    - JoeShmoe
  • See a lawyer. Then negotiate, with the help of the lawyer. The goals are (1) to maximize the total benefit to all parties, and (2) get a reasonable share of that benefit. Don't be a pig, but also don't let yourself be run over.
  • The company you work for knows how long it takes to write a program. Now is the time to tell them that you have been creating this product on your own time to be marketed under your company name. bring in the binarys and demo the product. Ask them if they are interested in reselling it. Finish up on your resume, if they say you need to write the same product for them, then give them your notice, look for another job, finish your product, and sell it! You may be burning up a letter of recomendation, but if you believe in what you created it will be worth it!
  • by SamMichaels (213605) on Saturday March 03, 2001 @01:56PM (#387206)
    I'm surprised that with all the legal talk and talk about taking vacations to avoid legal trouble that noone has thought of his post on Slashdot. If he were to be sued, these high profile lawyers can find ANYTHING. Certainly they'll find the story on Slashdot and use that as proof he knew about it.

    I see pleading ignorance as a really bad option.

  • labor should not be alienated, you all know the best projects for anyone come when you are motivated to do them whetehr paid or unpaid.

  • by Captain_Carnage (4901) on Saturday March 03, 2001 @10:46AM (#387208)
    It never fails to amaze me that people ask such complicated questions which have obvious legal ramifications, and potentially serious ones at that, of the people who hang out here.

    Half the people who hang out here are either teenagers with no professional experience (though some may have), or complete twits, or both.

    The other half of the people who tend to hang out here are geeks, with little or no legal expertise. This does not preclude the possibility that you will get insightful advice from someone who has been in your situation, or someone who IS a lawyer. But, do you really want to depend on the answers you get here? Your job, your career, or even your life may depend on you getting good, sound advice.

    Even if the advice you get from people here is based on real-world events that actually happened to them, you must remember that a) the laws may be different where you live; b) the terms of your employment may be different than theirs; c) if you end up in court, the judge you get may not see the case the same way.

    The way I see it, if you care about this project that you've been working on, you only have 3 choices:

    1) See a lawyer ASAP
    2) Explain your situation to your manager, and see a lawyer ASAP
    3) quit your job, and see a lawyer ASAP

    For your own sake people, Don't "Ask Slashdot" for legal advice! Get a clue from someone who has a clue. Go get professional legal council, and do it NOW, before you screw yourself over.

    That said, this kind of issue is complex, and bleeds between the legal and the technical. You may want to contact an organization such as the EFF (www.eff.org) who has experience with this sort of legal trouble, so that you can (hopefully) receive help from lawyers who DO understand the issues that you face. Or, at least, make sure the lawyer you speak with has experience with computer-related law, or can recommend someone who does.
  • by prisoner (133137) on Saturday March 03, 2001 @10:13AM (#387209)
    Here's what I did: I went to my employer and negotiated a deal with them. In the deal that I negotiated, they bought a license to the tool and we split the revenue from the tool that I built 80-20 when we licensed it to the third party. The revenue split and license deal worked out well but there are, however, two things that I learned: the first is that in my case, the tool addressed about 90% of the clients needs, therefore to tool had to be modified. This led to somewhat of a debate about who should modify it and when - and what the resulting ownership of those mods was going to be. The second was ongoing upgrades etc. Even though my employer was really cool about the whole thing, I always felt that they were doubly on the lookout about what I was doing - I presume to make sure I wasn't working on that tool (or others) on their time. Both are fair but sticky issues. The way that I opened the door to negotiations was to approach the most easy-going (cooles) of my supervisors on a non-official basis (lunch or something) and feel him out about it.....ymmv however if your company is a bunch of tight-asses.
  • Why don't you read the post, just cause it is a first post does not mean it is off topic.

    I believe that people should try to get into a work life where all their work is motivating for them, and where they and their employer have a common interest, if they have an employer. Thedre shoudl not be this kind of situation where a boss is going to lift the creative work of an employee just because it happens to fit into the boss's firm's business plan.

    Pro creativity workspaces enable people to produce value for both the firm and for themselves. There is no need to create a false dichotomy here.

    Fuck you, moderator who jumps to conclusions.

  • It seems to me that you can't possibly complete your project on work time, because then the company will demand IP rights over your work. Likewise, you can't complete the company project on their time, because all your decisions and design will be influenced by the fact that you have already done it - this could also call your own projects liscensing into question.

    What did Stallman do in this situation? Well, I was reading about it a few months ago, and what he did was resign. Of course you can't do this, but it seems to me that you have a straightforward choice.

    1)Resign, and save the integrity of your own project.

    2)Refuse to do the work project. This could result in similar consequences though.

    3)Hand over the liscences for your own project, and keep your job and security.

    There is no easy option in a situation like this. I work as a graphic artsist, and sometimes I have faced similar issues. One job I left because they told me that my home done Pop Art could be liscence infingements, as I was influenced by the companies advertising campaign, which I helped design. Stuff like this is really hard, and I hope you find an easy way out! I couldn't, but I don't think my situation was anything like as bad as yours :)

  • by Anonymous Coward on Saturday March 03, 2001 @11:55AM (#387212)
    ...and if I can summarize the posts this far, they generally split into:

    (a) "I ain't no lawyer, but here's my utterly uninformed legal opinion. Also, my tips for how to take out your own appendix using perl and dental floss..." and

    (b)"Get your ass to a lawyer".

    In my view, this article is simply trying to elicit specific legal advice, as several other posts have done lately, and hence should never have been posted.

    Please notice the lack of advice posted from actual lawyers. It's not because we don't read and post on /., but because (emphasis mine)

    the law requires you to feed facts into law
    before you can get useful advice out the other
    end. In engineering terms, signal only over-
    comes noise when you have a proper set of
    readings and an experienced understanding of
    the situation.

    Without knowing the jurisdiction, the statutes of that jurisdiction, the case law, the written and oral agreements and the substantive facts of the case, much less which Justice that you're likely to appear before, the best you can give is what engineers in other contexts call a WAG (wild ass guess).

    As real lawyers are aware of this, due to the ongoing efforts of their insurers, most lawyers on /. either fail to post *as lawyers* or post in very broad generalities. Remember, we get our asses sued if we give faulty advice, and our insurers can raise our premiums beyond what we can afford. Discretion quickly becomes the better part of being able to continue to practice. I own my own firm, and I can tell you I am more worried now about fscking up on advice than when I was a simple associate.

    About a year ago, I began posting that unless you are knowledgeable about a subject to either acknowedge that or cease to post. And the noise level continues to rise...
  • by mindstrm (20013) on Saturday March 03, 2001 @10:25AM (#387213)
    like a troll. In fact, I think it is. But I'll bite.

    He isn't working on it on his employer's time. He doesn't WANT to work on it in his employer's time. He's just in a conflict of interest because his employer wants him to work on exactly the same thing now.

    I won't respond to the 'open source = theft' argument. Give it a rest.

    As for how to prevent employees from doing this.. it's called MANAGEMENT.

    Management should know the amount of work it expects out of it's employees... you're PAYING them for soemthing. It's up to management to maximize it's use of employees, which includes keeping them happy. You keep them focused on the task at hand by having reasonable goals and deadlines, a healthy work environement, and making sure people who don't hold their weight get cut out.

    If you end up with one hidden genius who you find out has been delivering everything on time, yet has still worked on something else while at work... DON'T GET MAD. He delivered what he was asked to deliver. If you feel he should be producing more.. PAY HIM MORE, he's WORTH IT.

    If the whole group goofs off all day, on the other hand, you aren't managing very well.

    I'd think this is obvious to any real manager.
  • by Salamander (33735) <jeff@@@pl...atyp...us> on Saturday March 03, 2001 @10:27AM (#387214) Homepage Journal

    A lot depends on exactly what your employment agreement says. Depending on how it's worded, your employer might have - or, just as importantly, think they have, a claim on this work you present as your own. Obviously if any part - repeat: any part - of your project was done on their time or equipment, you're practically guaranteed to be SOL. If you have a copy on your machine at work, even if you never worked on it there, that's almost as bad. Even if none of these apply, they could go after you on intellectual-property grounds, non-compete, non-solicitation, or any other basis. Find out what they're likely to think and/or do. Talk to a lawyer, show them your employment agreement (don't just describe it), etc.

    Another thorny issue, even if your employer doesn't have a claim on the work, is that they do have a claim on your time. If you refuse a job-related assignment, even if it's due to conflict of interest, they can simply fire you.

    I think the idea of trying to set up a business and get them to buy your product as they would from any other vendor (never mind that it doesn't exist yet) is a sure loser. If they know the vendor is you it won't be treated any differently than if you'd negotiated directly, and if they don't know but find out later they could call it fraud. You need to show good faith. Negotiate with your employer openly and honestly. Only consider other options if they insist on being assholes about it. Bear in mind that most other options would involve you going into court bearing the burden of proof that you were not in violation of your employment agreement, did not steal any of their intellectual property, did not derive the idea from contacts made as their employee, etc. If you're not absolutely positively convinced that you can prove all of that, you might not have any other options. Sorry.

  • The first thing you must do is to read your employment contract very carefully. Pay particular attention to the "Inventions" clause. I cannot stress this enough.

    Very often, you will have signed away all intellectual rights to inventions which could be useful to your employer if developed on company time.

    I say: DO NOT TOUCH THIS CLIENT PROJECT. DO NOT. The potential legal entanglement is frightening.

    Do not hear about it, do not get mail about it, don't share a pizza with the people working on it.

    If you're about to be finished yourself, and you say you are just about one work-week from completion, take a two-week vacation and get it done. Surely that's not too much to do for your long-term project.

    Sig: My Latest Censorware Essay:
    What Happened To The Censorware Project (censorware.org) [spectacle.org]

  • I believe that people should try to get into a work life where all their work is motivating for them, and where they and their employer have a common interest, if they have an employer. Thedre shoudl not be this kind of situation where a boss is going to lift the creative work of an employee just because it happens to fit into the boss's firm's business plan.

    Nice sentiment but this is not the situation that is being described in the Ask Slashdot. He's halfway through writing an application and his boss coincidentally asked him to write a similar app for a client. If he simply finishes his application on company time and gives that to the client then the work beklongs to the company after all that's what they are paying him to do. I personally see two options:
    • Excuse himself from writing the application for the client stating the reasons why. This should forestall any future lawsuits but may make his work life difficult once his boss realizes he is writing software in his free time that competes with his company and also there may not be any other project for him to work on.

    • Reimplement the product for the client making sure not to use any of his previously developed code which will mean more work but then there won't be any copyright issues to deal with. This does not guarantee however that his boss won't take issue once he releases a similar product.
    Quite frankly both options seem fraught with peril so the best advice I can give is talk to a lawyer

  • by hrieke (126185) on Saturday March 03, 2001 @10:04AM (#387217) Homepage
    turn them down and explain why you can not work on the project. Review all you contracts and see what they layed claim too, then have everything you've done at home documented so you are protected from and legal action.
    Also hire a lawyer since you've asked for legal advice, and as far as I know, there is only one lawyer here on slashdot, and I'm not him (or her).
    If the company is cool about you having writen program foo, maybe they be willing to license a copy of it from you for this client only, with the understanding that you own the code.
    Good luck!
  • by DaPimp (180387) on Saturday March 03, 2001 @10:05AM (#387218)
    If you have signed an employee agreement giving them rights to your IP, you're probably screwed. If not, taking a vacation and finishing up the project might not be such a bad idea. Its kind of hard to negotiate with an unfinished body of work. Once its finished, offer to sell it to the company. Maybe in lieu of a fixed amount payment for it, you could cut yourself in on the GP they will make from the customer. If its something that can be sold to more than one customer, then you could negotiate a portion of the GP on all sales of this product. In any case, you really should speak with a lawyer about this for the best advice.
  • by atrowe (209484) on Saturday March 03, 2001 @10:35AM (#387219)
    Look here, Yhcrana:

    Not to offend anybody, but most Slashdot readers are teenage code monkeys who don't know a damn thing about contract law. I understand your call for help and your need for assistance in this matter, but if you take any of these people's advice, you're going to be asking for trouble. Some of the stuff they're saying sounds good, but most software companies have quite powerful legal teams that you probably don't want to mess with without taking the necessary steps to prepare yourself first.

    Do yourself a favor, and go get yourself a lawyer that specializes in contract negotiations or software liscensing agreements and don't pay a damn bit of attention to the so-called "professional advice" these script kiddies are telling you. Do you really want to make a major career move that could affect you for the rest of your life based upon some tips from an anonymous reader named "L1nuXR0x0r5"? Most of these people seem to be under the impression that you should give away all of your code, and I'm pretty sure you don't want to do that. So, go out, hire an attorney, prepare yourself as best you can, and then go talk to your employer.

    Good luck.

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