Getting Paid To Abandon an Open Source Project? 654
darkeye writes "I'm facing a difficult dilemma and looking for opinions. I've been contributing heavily to an open source project, making considerable changes to code organization and quality, but the work is unfinished at the moment. Now, a company is approaching me to continue my changes. They want to keep the improvements to themselves, which is possible since the project is published under the BSD license. That's fair, as they have all the rights to the work they pay for in full. However, they also want me to sign a non-competition clause, which would bar me from ever working on and publishing results for the original open source project itself, even if done separately, in my free time. How would you approach such a decision? On one side, they'd provide resources to work on an interesting project. On the other, it would make me an outcast in the project's community. Moreover, they would take ownership of not just what they paid for, but also my changes leading up to this moment, and I wouldn't be able to continue on my original codebase in an open source manner if I sign their contract."
A few things (Score:4, Interesting)
I wouldn't do it at all, personally, because I'd consider it a violation of my integrity to do so. Kinda like a deal with the devil, if you will.
Also, how are they going to take control of changes you already made? You've already licensed them under the BSD license; someone else could just republish them. You can't revoke things like that.
Everything is for sale (Score:5, Interesting)
I mean that in a very practical way.
I've never signed a non-compete; they generally are a bad idea unless you have a personal services contract which guarantees you a minimum length of time when you'll get paid, because what's to stop them from firing you the day after you sign?
Also, if the non-compete is broad, and you quit/they fire you, could you find *any* work without competing with them? If the answer is no, then you should seek compensation for your time.
OTOH, if you're a typical coder-monkey who is bright, but your work could really be done by about 1,000 other people (and be honest with yourself) then the whole thing seems fishy to me on so many levels.
I have a feeling you're only asking this stuff because you're not really being honest with yourself. You know the answer to this. Just execute on it.
(I'm anon because I participate in all these talks all the time at a major company and I'd rather not have my name available in this context)
Re:The dark side (tm) (Score:4, Interesting)
Try to negotiate a little about the non-competition clause. Although if it doesn't work out, it would be reasonable; they don't want you duplicating the work that you do for them.
But if there's any worries, it shouldn't be about the FLOSS project concerned, it should be about whether many other FLOSS devs get "hired away". Is this an increasing trend, or just a special case?
Anyhow, definitely take the money. Even if it is an increasing trend, it could actually encourage more people to get involved in FLOSS projects. Major contributions to FLOSS projects look good on a resume.
DUDE, DON'T!!! (Score:4, Interesting)
Think of WINE! Remember what happened when the Cedega guys "improved" the WINE codebase? The project's DirectX implementation stalled for years!!
And who says they won't use dirty tricks to keep you from working on Open Source FOREVER?
JUST SAY NO.
if("take ownership" == "buying the codebase"){ (Score:2, Interesting)
Moreover, they would take ownership of not just what they paid for, but also my changes leading up to this moment, and I wouldn't be able to continue on my original codebase in an open source manner if I sign their contract
It sounds like the company is trying to buy the copyright for the codebase... If they want to do that tell them they'll have to pay what it would cost to develop the codebase as is...
Re:The dark side (tm) (Score:5, Interesting)
Of course, she said yes.
Before they started, she demanded the money up front. He handed her $50, to which she exclaimed "What is this? What sort of woman do you think I am?"
To which he replied "Madam, I think we've already established that, what we're doing now is quibbling over the price..."
Also, you could take a hint from dark-alex [wikipedia.org], of the playstation portable homebrew scene - 'quit' the scene, then release the code as someone else. Sure, you won't get the popularity among geeks for releasing open source software, but any employer can check on your work on the 'official' software.
Re:Unreasonable terms (Score:3, Interesting)
Barring you from working on the same project again (or same field again?) might be unenforceable. Several jobs have non-compete clauses in their contracts, but several judges have struck them down. It really doesn't seem practical, or reasonable, to accept a lifetime ban for a job.
Expanding on my last post. IANAL, but I do read a lot of legal stuff, so this is stuff that should provide a good starting point to talking to your own lawyer about this:
* The enforceability of non-compete agreements like this one depends a lot on where you live. If, say, you lived in California (or could consider moving there after you've finished the job), you'd find the agreement was almost certainly totally unenforceable. California state law really doesn't like things that can get in the way of its tech workers helping improve its economy.
* Non-compete agreements have to be very carefully drafted to be enforceable. They must be limited enough in scope that they should not stop you from continuing a reasonable trade. Typically, this means they must only prevent you from competing directly against your previous employer using your knowledge of the work you did for them to gain an unfair advantage. They must be designed to protect a legitimate business interest (e.g. a trade secret) and must not be any stronger than is absolutely necessary to protect that interest. This may restrict the scope of projects they can prevent you working on. E.g., they could legitimately ask you not to work on anything similar to the extensions you are doing for them (as you would have unfair advantage due to knowledge obtained implementing those extensions) or on bugs you have fixed for them (ditto). On the other hand, it is hard to see their legitimate business interest in preventing you from expanding the software in some totally different direction.
* The agreement should almost certainly be time limited. If it isn't, you'll almost certainly be able to persuade a court to read a time limit (typically 2 years) into it. But you don't want to have to go to court, so talk to your potential employer: their lawyers should understand your position and that they can't effectively force you to give up on this project forever. If you push hard enough, they'll put a time limit in.
What? (Score:1, Interesting)
I do not see any ethical problem here, as there would be with a company that was stealing GPLed code. Anyone contributing to a BSD licensed project is saying, quite clearly, that they are happy for people to develop proprietary forks.
not really.
What they're saying is: this is a worthwhile OSS project, which some putz put under a BSD license.
It's just as immoral to screw over the community on a BSD project for one greedy bastard's financial gain as it is to do so on a GPL project.
The difference is a LEGAL one, not a moral one.
Re:A few things (Score:3, Interesting)
A non-compete clause like that would be laughably unenforceable.
Re:The dark side (tm) (Score:3, Interesting)
Groucho did a pun on it in one of his early sound movies. I remember the "we've already established that, we're hagling over the price" remark in a couple of his flicks. Or was it a couple of times in one flick. Now, I'm going to have to break my collections out and start watching them.
It is likely that he either coined it or pushed the idea for it out there while traveling around the vaudeville circuit. Of course he would have been impersonating someone else which makes it entirely more likely that it would be attributed to other people. Perhaps the impersonation changes with the times and both Shaw and Churchill were saying it in a skit.
However, I'm just guessing on the origins. If I was able to bet on it, there is where my money would be.
Re:The dark side (tm) (Score:3, Interesting)
Re:The dark side (tm) (Score:4, Interesting)
The language necessary to make the non-compete clauses as narrowly tailored as the OP seems to believe they are, my not be as simple as it sounds. I would make the non-compete agreement a fully separate contract, with its own consideration. What is the lifetime value of your contribution to the project? What is the long-term value of the rights (reserved under copyright) that you waive under this agreement? Regardless of the employment agreement (salary, etc.), this non-compete business has a value that may well be higher, potentially much higher than the employment situation. Negotiate it separately. Make sure the non-compete agreement is written by your attorney, at their expense, and don't even consider it otherwise. Maybe this means you walk away from a job. I would, just knowing what the OP told us. The company is approaching the OP, not the other way around. I hope the consideration is already huge. At the very least, I would make the non-compete contract for a fixed length of time, which is wise in any case, if not required. They can renegotiate in one year (with a fresh contract, new consideration, etc.)
Never waive your rights for some lump sum unless it's the last money you will need for the rest of your life. Make them decide on an annual basis if it's still important to them to ask you (by consideration) to refrain from exercising your rights.
Oh, and seek your legal advice from an attorney.
Re:A few things (Score:5, Interesting)
GPL gives maximum freedom to the code.
BSD gives maximum freedom to the programmer/corporation.
I think BSD gives maximum freedom to developers of derivative code, while GPL gives maximum freedom to users of derivative code.
I've never understood what code itself would do with freedom.
Re:The dark side (tm) (Score:3, Interesting)
Good song lyric:
"some sell their bodies for dimes, others marry for the houses and the jewelery. It's a real fine line, what you charge for your time."
-Janis Ian
Re:The dark side (tm) (Score:3, Interesting)