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Programming IT Technology

Getting Paid To Abandon an Open Source Project? 654

Posted by Soulskill
from the money-vs.-warm-fuzzies dept.
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."
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Getting Paid To Abandon an Open Source Project?

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  • by Gewalt (1200451) on Sunday October 05, 2008 @09:26AM (#25263579)

    You can't begin to imagine the power of the dark side.

    • by ShieldW0lf (601553) on Sunday October 05, 2008 @09:33AM (#25263659) Journal

      You've been doing work on this project and contributing the results of your labour back to the pool of common ideas. Why?

      Did you ever feel pride in your efforts, pride in how they were contributing back to humanity, pride in the fact that you were sharing?

      If you did, and you do this, you will be a shamed man. Not to us. To yourself. You'll probably end up using cognitive dissonance to transform yourself into a more callous and selfish individual to escape the dichotomy.

      How bad do you need the money? What are you prepared to do to yourself to get it?

      • by cayenne8 (626475) on Sunday October 05, 2008 @09:59AM (#25263913) Homepage Journal
        My first questions was:

        How much money are we talking about here??

        At the very least...if you're gonna do this, make it VERY much worth your while. Don't go to work for them....contract out to them. Also, don't sign away all your rights, rather, if it is that important to them...have them cut YOU a percentage of profits, or get your name on the patent too if it is a patentable idea.

        Sounds like this guy is thinking way too small....if you have to suck up a little pride, make sure you are doing it for the right price...don't think so small as to just sell out to have a normal 'real job' type thing....

        Make them pay...

        • by PC and Sony Fanboy (1248258) on Sunday October 05, 2008 @10:46AM (#25264325) Journal
          I once heard a story. It was about a man, who offered a woman $1,000,000 to have sex with him.

          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.
          • by debatem1 (1087307) on Sunday October 05, 2008 @11:38AM (#25264821)
            The original story has the man as Sir Winston Churchill, going something like this:
            Churchill: Madam, would you sleep with me for five million pounds?
            Socialite: My goodness, Mr. Churchill... Well, I suppose... we would have to discuss terms, of course...
            Churchill: Would you sleep with me for five pounds?
            Socialite: Mr. Churchill, what kind of woman do you think I am?!
            Churchill: Madam, we've already established that. Now we are haggling about the price.

            Thank you, wikiquotes!
            • Re: (Score:3, Interesting)

              by wall0159 (881759)

              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: (Score:3, Insightful)

              by Repton (60818)

              Yeah, but Winston Churchill is one of the great attractors of witty repartee. I wouldn't put too much faith in that attribution :-/

        • by t0tAl_mElTd0wN (905880) on Sunday October 05, 2008 @10:54AM (#25264401) Homepage

          Definitely a +1 on this. If they want it badly enough, they'll pay. And then to clear your conscience, you can always donate to the project with your newfound riches.

          Honstly, if the code is BSD licensed, the only reason they want you to do this is to get rid of competition for their own benefit, which makes them undeserving of a generous price for your time and reputation. It's not like the BSD license would restrict them from using your project anyway, even for commercial purposes.

          • by mcvos (645701) on Sunday October 05, 2008 @03:28PM (#25266803)

            Honstly, if the code is BSD licensed, the only reason they want you to do this is to get rid of competition for their own benefit, which makes them undeserving of a generous price for your time and reputation. It's not like the BSD license would restrict them from using your project anyway, even for commercial purposes.

            That's not necessarily the reason. It could be that they need this project, but also need certain improvements, and perhaps need it to move in a certain direction. Hiring an important committer is a great way of accomplishing those goals.

            Problem is, by denying him to contribute future changes to the project, they're effectively demanding a fork that they want to maintain themselves. But is that really in the best interests of the company? Because if there are other productive committers still left on the open source project, they'll miss out on their improvements after the fork, or they'll have to do a lot of work merging those changes with their own forked code.

            It could very well be in the submitter's prospective employer's best interest to allow him to commit his most important fixes to the project. Only keep the new features that the employer needs (built in a modular way on top of the open source stuff) to themselves. That way, the employer won't have to maintain their own fork and won't miss out on new fixes by other committers, while still keeping the extra features from their new expert to themselves.

            This way everybody wins. And that's always the best open source business model.

            On the other hand, if the submitter is the only serious committer on this project, the prospective employer is effectively asking to buy the project. So how much is that project worth?

        • by Zelig (73519) on Sunday October 05, 2008 @11:13AM (#25264595) Homepage

          A non-compete in perpetuity is really really cheap for them; they pay you for ... how long? and you're taken out of the game permanently? No deal. Offer exclusive rights to your project-Q time, for as long as they pay you $whatever weekly, plus a six-month grace period.

          • by darkonc (47285) <stephen_samuel.bcgreen@com> on Sunday October 05, 2008 @12:29PM (#25265289) Homepage Journal
            IF you take their offer, I would split it up into two pieces: One would be the value of the non-compete agreement, and the other would be the value of your time going forward. Among other things, ask them for a bulk fee for taking your previous work off the market. and the non-compete agreement.

            I can see two paths for this: One is that they're on the up and up and want to hire you for years to work on this project. That's fine, as long as you're willing to walk away from the people that you're working with in the Open Source world, their contributions, etc.

            The other is that they hire you for a few months or a couple of years, cite 'creative differences', and then terminate your contract -- but hold you to the permanent non-compete.
            This would allow them to torpedo your contribution to the project, leaving you without access to the OS community (and vice versa). They torpedo the project for cheap, and you get left holding the bag.

            This is a bit different from a normal non-compete situation (for most programmers) where you go in, do their work and then agree to not compete with what they have you do. In this case you are effectively selling them your previous work. Charge them as if you'd been working exclusively for them for the entire time -- at a high consulting rate, because they already like the work you're doing (i.e. they're not paying you on spec, like is normally the case).

            Remember: Until you sign the contract, everything is negotiable. You can ask for a house, a car and a weekend with the CEO's daughter. Whether they give that to you is an entirely different matter.

            • Once you put your signature to the contract, things are only negotiable within the confines of what you've put your signature to. (that works both ways)
          • by Nefarious Wheel (628136) on Sunday October 05, 2008 @04:33PM (#25267281) Journal
            Talk to a lawyer. Seriously. If what they're asking is non-enforceable, you want to know that. If it is enforceable, you'll want to know just exactly how enforceable it is. This is a *contract* you're talking about, and I'd see someone about it.

            I'd no more do my own legal analysis than I'd do my own dentistry.

        • Re: (Score:3, Interesting)

          by spire3661 (1038968)
          Is how much really relevant? YOu are asking to put a price on his integrity.....
          • by BemoanAndMoan (1008829) on Sunday October 05, 2008 @03:54PM (#25267005)

            Is how much really relevant? YOu are asking to put a price on his integrity.....

            Integrity ... wha? He's talking about switching from free work to paid work, not becoming a Nazi for a couple of shiny nickles. How about a little perspective here, please.

            He's a developer who's work is being appreciated and based upon that has had a company offering him compensation to continue, albeit in a commercial environment. Did you ever consider the possibility that they *need* to make this kind of demand, i.e. they are a corporate entity with rules of their own? Sure it could be a ploy, but I saw nothing about an after-employment perpetual NDA (which some have speculated at, and which I would absolutely recommend against) so if he gets screwed he could just leave and pick up where he left off.

            If he's ostracized by the community, it's only going to be from that select group with the cup in their hands who have never contributed to the code base themselves (of course, that's typically 99% of the people running the code) and of course our beloved fanatics.

            Besides, if you're so bent out of shape over it you could always step up and take his place.

      • by the_womble (580291) on Sunday October 05, 2008 @10:12AM (#25264037) Homepage Journal
        Surely the same would apply to any proprietary software? Are you saying that he would be shamed by working for any proprietary software company? I have worked on proprietary software, I do not feel shamed. I would have preferred to work on free software, of course, but no job is perfect (and there is no free software in their market either).

        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.

        What it comes down to is whether he prefers the job or involvement in the project.

        • by debatem1 (1087307) on Sunday October 05, 2008 @11:42AM (#25264851)
          I would be ashamed, although maybe not for the same reasons as the op.
          To my mind, this would be the same as working for a vendor and then taking a job working on their competitor's product. It works, but is it ethical?
          • by Eskarel (565631) on Sunday October 05, 2008 @08:10PM (#25268675)
            Outside the development world, that's essentially what pretty much everyone does.

            If you're an engineer, you don't stop being an engineer because you've changed jobs, and if you're a specialized kind of engineer or you have extensive experience in a particular field, then you're realistically going to end up at one of your competitors.

            The same is true for doctors, nurses, kitchen staff, scientists, etc.

            Pretty much anyone with any level of specialization whatsoever(ie anyone who isn't a PHB or a lemming) will eventually end up taking a job with someone who is/was a competitor(even if they weren't a major competitor) to one or more of their previous employers, its' the nature of the game.

            Unless you don't switch jobs, don't attain any level of specialized skill, or are willing to throw away any experience you gain in a specialized area, you're going to do this eventually.

      • by cliffski (65094) on Sunday October 05, 2008 @11:09AM (#25264545) Homepage

        jesus. Taking paid work makes you 'shamed'?
        Any 'community' who shuns someone and makes them an 'outcast' because they took a paying job that helps pay the bills mid credit-crunch is a 'community' you really don't need.

        This isn't a job offer to work on the manufacture of landmines or shackles for child slaves. It's a job writing code.

        • by Simon80 (874052) on Sunday October 05, 2008 @11:27AM (#25264703)
          The shame isn't from taking paid work, it's because the work comes with terms that remove his ability to continue to contribute code to a project.
          • by fishbowl (7759) on Sunday October 05, 2008 @02:36PM (#25266377)

            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.

        • by _Sprocket_ (42527) on Sunday October 05, 2008 @02:09PM (#25266175)

          jesus. Taking paid work makes you 'shamed'?

          You might want to pay attention to the context of the statement. It goes like this:

          Did you ever feel pride in your efforts, pride in how they were contributing back to humanity, pride in the fact that you were sharing?

          If you did, and you do this, you will be a shamed man. Not to us. To yourself...

          The idea here is whether the person could live with their decision or not. It's certainly NOT what the community would think nor the idea that paid work is shameful.

      • by kandresen (712861) on Sunday October 05, 2008 @01:50PM (#25266011)

        By signing this you are selling off something important to you to them. You must also realize that if they should fire you, then you have no more project, and you lost all your work in the project.

        An exit clause in the case the company should lay you off is not necessarily enough neither, as they can sell the company / project to a 3rd part, etc. Not to mention the company starting to do something with your work you that goes against your moral, simply to make you leave, or not anymore want to be part of it?

        What so ever you do in case of wanting such a contract, you got to talk to a lawyer to ensure all the terms are right, say what matter to you and make sure those terms are there.
        - There might be possible to add clauses for a fixed time you require to work together with the company before signing over the rights
        - Requirements as to what should happen in case of takeovers of project/company to another company
        - In case of layoffs/dismissals.

        You really need to consider the short term / long term consequences for you to sell your work to them.

    • by BPPG (1181851) <bppg1986@gmail.com> on Sunday October 05, 2008 @09:34AM (#25263663)

      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.

    • by Blakey Rat (99501) on Sunday October 05, 2008 @11:07AM (#25264529)

      I don't even understand.

      Negotiate with the company until the terms are to your liking, or until it's clear they're not willing to give you what you want. Start with insisting they get rid of the non-compete clause. If they keep coming back with more money, you just need to decide whether the amount of money they're offering is worth it.

      It sounds like you're asking, "I got an offer from a company, and I'm not aware of the concept of 'negotiation'."

      • by WetCat (558132) on Sunday October 05, 2008 @12:52PM (#25265545)

        Actually, a lot of people not aware of concept of negotiation. I do not know about US schools but I have an information, that in Soviet Russia there were absolutely no lessons on contracts and how to negotiate. If such person (and there are a lot of immigrants from the former Soviet block) come into the described situation, he'll have some troubles.

  • by Anonymous Coward on Sunday October 05, 2008 @09:27AM (#25263583)

    Because that's the real question. Are they paying enough to own you?

    • by ccguy (1116865) * on Sunday October 05, 2008 @11:14AM (#25264605) Homepage

      Are they paying enough to own you?

      Apparently they want to own his work on _that specific project_.

      On those terms, they could buy any of my projects (I have this [sourceforge.net] and this [sourceforge.net] for example) for a reasonable price.

      It's not that I don't value my own work or become attached to my programs, but rather that I always have some ideas for stuff I'd like to do, so I can just move on.

      In the end, most of us eventually move to other projects for a number of reasons (boredom, happiness with the current status, other things to do, etc) and I don't think money would be a bad reason.

    • by pla (258480) on Sunday October 05, 2008 @11:34AM (#25264795) Journal
      Because that's the real question. Are they paying enough to own you?

      Oh, puh-lease... Right now we have 25 highly-modded drama-queens dominating the discussion on this topic.

      I code for a living - I MAKE MONEY for selling the product of my skills. Welcome to the real world, folks.

      I also code for fun, because I enjoy doing it. Not often, however, do the two categories overlap... I don't often profit from my for-fun code, and although I find the problem-solving aspect of it satisfying, I can't really say I "enjoy" the code I write to put food on my table (in the sense that I wouldn't do it for fun if no one paid me for it).

      We all need to make a living, so this question really boils down to one question, which has nothing to do with "soul", or really anything to do with the specifics of the BSD license (if the FP author agrees with the intention of lawyering up on a technicality, even if he wins, he will lose far more than he will make from this deal):

      Does the amount you will make adequately compensate you for the loss of your ability to continue working on a "fun" project?

      If yes, then take the offer and find a new pet project. If no, then you already know your final answer (unless you desperately need the money, in which case, you still already know your final answer).
  • by TheSHAD0W (258774) on Sunday October 05, 2008 @09:28AM (#25263593) Homepage

    So, they're offering to pay you to go fork yourself?

  • A few things (Score:4, Interesting)

    by TheSpoom (715771) * <slashdot@NOSpAM.uberm00.net> on Sunday October 05, 2008 @09:28AM (#25263597) Homepage Journal

    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.

    • by Kjella (173770)

      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.

      I would assume they buy his copyright and if they ever do anything like license the code to others they don't have to keep the BSD headers for those parts, only the other BSD contributors. Sure, it's out there with a BSD license somewhere too but the company doesn't want to tell anyone about that. Not a big point but if they're trying to buy him out anyway they're just throwing it in there so it's their IP, not his.

    • Re:A few things (Score:4, Insightful)

      by erroneus (253617) on Sunday October 05, 2008 @09:56AM (#25263883) Homepage

      The BSD license is the most altruistic to be sure, but there is no shortage of people out there willing to take advantage of it in ways that weren't intended.

      The GPL sees this and has decidedly moved to protect the intent of Free/Open Source Software while keeping the code and the software free.

      I find the BSD license particularly damaging to open source progress into technology culture and business.

    • by LWATCDR (28044)

      Depends. Do you currently have a job? DO you have a family to support? Would you rather work on the project full time.
      Deal with the Devil? Not even close. I would say that this whole question is one that nobody on Slashdot can answer except for the person that posted it.

  • by Anonymous Coward on Sunday October 05, 2008 @09:28AM (#25263601)

    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)

    • by Martin Blank (154261) on Sunday October 05, 2008 @10:00AM (#25263929) Journal

      The value of a non-compete clause varies by state. In Maryland and Virginia, the courts have deemed that they must be of reasonable length, usually no more than three years, and several decisions have limited the duration to two.

      In California, non-compete clauses are simply invalidated by the law. They have little (if any) power here.

  • Is it worth it? (Score:3, Informative)

    by houbou (1097327) on Sunday October 05, 2008 @09:30AM (#25263615) Journal
    1. is the money worth it?
    2. will this affect your ability for new contracts?

    If the money isn't worth it and/or if it will be harder for you to work in the near future, then don't sign.

    It would have to be a really big chunk of change for sure here... Like near retirement money..

  • by Fallus Shempus (793462) on Sunday October 05, 2008 @09:31AM (#25263621) Homepage
    Depends, how good is the offer?

    Treating open source as anything but a business that has to compete will make it fail, it's not a moral decision.
  • by cptdondo (59460) on Sunday October 05, 2008 @09:32AM (#25263643) Journal

    You're obviously conflicted about this; otherwise why be posting to /.?

    So... Would the money allow you to do something more than you're doing now? Better house, bigger car? Is that important to you? Is it more important to you than your desire to be part of that particular community?

    How critical are you to the success of the Open Source project? Would it die without you?

    And, how critical are you to the success of this company's plans? Can they hire someone else for the job?

    If it feels wrong, if it feels like it won't work for you, don't do it.

  • by xzvf (924443) on Sunday October 05, 2008 @09:32AM (#25263651)
    Do you need the money? Were you working on the project to build your resume and get a job? Will you hate yourself if you do this? If you quit/get fired/company closes, does the NDA allow you to come back to the project clean? I'm solid middle class with a good paying job. I wouldn't work for a company that steals code (legally or not) but bills piling up might change my mind.
  • You would not ever be able to work on the project? If so, that would be truly excessive.

    Or maybe just not during the term of your employment? That would almost seem reasonable, if you don't mind that kind of indentured servitude.

    A short-sighted company will take this approach. A visionary company would not. Your choice.

    Cheers!

    • by pjt33 (739471)

      You would not ever be able to work on the project? If so, that would be truly excessive.

      That was my thought. In fact, it's so excessive that it's probably unenforceable in a lot of jurisdictions.

      The absolute maximum that I think anyone could consider reasonable is that you will not work on the project during your employment or for a term after the employment equal to the shorter of the length of the employment or two years. If things don't work out and they drop you in a month, you don't want to have accepted a burdensome restriction which stops you accepting employment with another company, b

      • Re: (Score:3, Insightful)

        by schon (31600)

        it's so excessive that it's probably unenforceable

        Whether it's enforceable or not isn't the issue. If it's in a contract, and you sign it, it's effectively enforceable.

        Yes, you could probably convince a judge that it's unfair. But how much will it cost you to do that? Want another job in the same industry? Be prepared to be treated like a leper, because employers won't want to go near you for fear of being sued.

        Even if it's unenforceable, are you prepared to get sued and spend thousands of $$$ defending yourself against that 'unenforceable' clause, whi

  • Personally I don't think there is anything immoral about selling your work for money. It's called making a living. The question is how much if anything was dependent on the work of others, and what promises you have made to others about this work.

    A decision like this has to depend on how much the money means to you. If it will make a significant positive change to way you live I'd do it. If not, it probably isn't worth it.

  • Unreasonable terms (Score:5, Insightful)

    by WK2 (1072560) on Sunday October 05, 2008 @09:35AM (#25263671) Homepage

    Here's my comment from the firehose. Stupid how those don't carry over.

    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. Also, how long does your contract with your new employer last? Definitely do not accept if it is an "at-will" employment offer. They'll just fire you the first month, and they have eliminated a competitor with minimal cost. Also this part, "Moreover, they would take ownership of not just to what they'd pay for, but also of my changes leading up to this moment" needs to be crossed out unless they are buying the work you have done so far. Don't give that away for free.

    Basically, what you have described are unreasonable terms. If I was offered a job that paid better than what I get now, I would seriously consider taking it, even if it was at the cost of the open source community. I would continue to contribute in other ways. But that doesn't seem to be what is happening here. At worst you are being scammed, and they will fire you when they get what they want, and at best you are getting a bad deal.

    • Re: (Score:3, Interesting)

      by julesh (229690)

      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 on

    • Re: (Score:3, Insightful)

      by 5pp000 (873881)

      Also this part, "Moreover, they would take ownership of not just to what they'd pay for, but also of my changes leading up to this moment" needs to be crossed out unless they are buying the work you have done so far. Don't give that away for free.

      This part jumped out at me too. Sounds like you should name a good solid 5-figure price for this work (which is currently your intellectual property!) and stick to it.

  • Moreover, they would take ownership of not just what they paid for, but also my changes leading up to this moment

    After those changes have been released under BSD?

    • by cnettel (836611)
      I think the poster means that the copyright would be transferred to the company, i.e. the BSD remains, but they get full rights to his work, including the ability to relicense it (a right which is far less valuable for additions to a BSD codebase than a GPL one, but it's still worth something). Relicensing naturally doesn't affect licenses already given out.
    • Re: (Score:3, Insightful)

      by sudog (101964)

      Yes. You can't relicense BSD code. The *copyright* still belongs to the author of the BSD-licensed code. They want to buy it so they can actually relicense those sections, and then hope that the stuff already released disappears from easy availability.

  • Negotiate! (Score:4, Insightful)

    by Rob Riggs (6418) on Sunday October 05, 2008 @09:35AM (#25263677) Homepage Journal

    All terms are negotiable. Figure out what you could live with, take a position of strength and ask for more than they appear to be willing to give (e.g. you'll do the work for more money than they are offering, will dual-license the work and won't sign a non-compete). Let them know its a negotiation, but that you cannot do it under the terms they proposed.

    • Re:Negotiate! (Score:5, Insightful)

      by hey! (33014) on Sunday October 05, 2008 @10:25AM (#25264143) Homepage Journal

      That is so true.

      I negotiated a contract a few years ago in which the company wanted to have any disputes settled by an arbitrator, that they would name at a later date. I told them that I was fine with arbitration, but that I would be the one to name the arbitrator. They balked because that would be buying a pig in a poke, to which I said, "just so, so let's name the arbitrator NOW."

      The situation this guy is talking about is ticklish. He needs a good lawyer because this could be extremely costly to him. What he is being asked to do is to forgo the future economic benefit of his knowledge of the project and problem domain. Therefore, his agreement should reflect a difference between him and a similarly skilled developer with no particular expertise in the project. If he gets the same deal as somebody coming out of a different field he is actualy giving up more.

      Therefore, the economically rational thing would be for him to sell the difference in some way. If that difference were worth $500,000, then he could offer it for $400,000, and both he and the company hiring would b ahead. That would be fair.

      What I'd do is ask for a severance package, to compensate for the lost future income. Otherwise, they could simply offer him the job, fire him under some pretext, and enjoy the competitive benefit of having his expertise removed from the field. I'd say, why don't you give me $50,000 a year for every year you don't want me to compete? If at any time you feel that my non-competition isn't worth it, simply stop paying and I'll be free to get a job using my domain knowledge?

      That's perfectly fair. Maybe (it's not his job to suggest this) the package would be pro-rated by the number of years; suppose he'd worked on the project for four years. If they hired him and fired him immediately, they'd pay him $50,000; after one year of employement (1:4) they'd pay him $40,000; after four years of employment, they'd pay him $25,000.

      The important thing to remember:he's giving up future income earned through his past investment on this project. It'd be like handing over some of the value in your 401k to your next employer. He's got to get that gift balanced out.

  • 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.

    Don't ever accept a "never" non compete, it's not fair to ask that, and you should be unafraid to say so. In some states such a provision is unenforceable (not sure where you are).

    Bottom line, my thought is that while you are with the company, any code you develop there stays there. After you leave,

    • by gbjbaanb (229885)

      on thew other hand, itr would be acceptable to sign a 'never compete ever ever again' contract, if they were prepared to pay you for the duration of that contract.

      Most contracts that do this have limited non-compete clauss, like selling a shop, you promise not to open another one in the same town for 6 months to a year. After that though, you can do what you like. Such terms are written into the contract, Id say they were unenforceable otherwise.

  • This is why we have stuff like the GPL to prevent these very issues. I don't like attempts like this to undermine the F/OSS movement.

    • Re: (Score:3, Informative)

      by onefriedrice (1171917)
      And that is the fundamental, philosophical difference between those who back the BSD/MIT-style licenses and those who are stuck on the GPL.

      We don't care if corporations take our project and run with it. The more places our project can used, the better. To us, writing code isn't religion. We do it for fun, and we want our work to be usable and helpful to the most people possible. We're chill. If you modify our code, you can send back your changes. Don't want to give back? That's cool, too. We give
  • DUDE, DON'T!!! (Score:4, Interesting)

    by Spy der Mann (805235) <spydermann.slashdot@nOsPaM.gmail.com> on Sunday October 05, 2008 @09:42AM (#25263725) Homepage Journal

    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.

  • by cyberon22 (456844) on Sunday October 05, 2008 @09:44AM (#25263751)

    My take? They approached you, and if it is a small project they are unlikely to find someone else with equivalent experience to work on the code base. Their alternative is building the project from scratch.

    You would be an idiot to sign any open-ended non-compete clause. It is reasonable for the company to expect you to keep their modifications private, but their way of addressing this is not reasonable. A more reasonable compromise is for you to remain bound to non-competitive terms as long as you are employed by the company. This provides some teeth to your "employment at will" and gives them an incentive not to screw you over once you are working for them. Also remember that anything you sign that restricts your freedom to work on the project will also restrict your freedom to work on a consulting basis with other companies when you leave.

    On a final note that comes from personal experience, "providing resources" isn't a tangible promise at all and you'll be lucky to get much of anything. If these guys had resources to throw around it seems unlikely they'd be trying to fork an open source project instead of building from scratch and trying to keep the whole thing proprietary.

  • Talk to a lawyer (Score:2, Insightful)

    by Anonymous Coward

    Before you make a decision talk to a lawyer that understands the issues. The company may be making demands post employment that aren't enforceable. In any event, you don't want to agree to something you don't understand.

    Also bear in mind they want you because of your expertise. Make sure they pay severely for it. If they balk at your asking price, offer to accept lower compensation for laxer restrictions.

    Their reality is if they get someone without your experience with the codebase, they'll spend a lot

  • by Anonymous Coward

    Simple, if they want to restrict your ability to write code after you leave, you need to make money every time they use your code, after you leave...

  • If you decide to go ahead with this have a good lawyer go over the contract. You're never going to be able to trust these guys. They are going to try to suck you dry and throw you away. Be sure you have an ironclad agreement that guarantees that you will be fully compensated for what is going to be a very unpleasant experience.

  • You can get enough money to keep doing what you want to do, lots of different ways, from lots of different sources. However few people ever get the chance to really make a difference by doing something worthwhile like a successful open source project. You can't put a price on that so don't even try. If you can get this other company to sponsor you with no strings attached, great, but otherwise tell them no.

    I was in the same position a few years ago with tracktype.org and I'm happy to say the decision was ea

  • by TheRaven64 (641858) on Sunday October 05, 2008 @09:50AM (#25263809) Journal

    You don't say much about the project, or what the improvements would be. Are they something connected to your prospective employer's core business, and will the give them a competitive advantage? If not, then you could try persuading them that it will be cheaper for them in the long run to contribute the changes back upstream. This model was followed by Yahoo! in relation to FreeBSD.

    It doesn't sound like this is the case, however. The next question is, how much of a competitive advantage will it give them? Would they lose anything by releasing the changes in six months? A year? Two? If not, then you should discuss this with them. You should also make sure that they limit the non-compete clause to only apply to specific features and within a fixed time scale.

  • explain it to them. They probably haven't thought this through.

    Most times it seems like someone is being a complete ass, it's because he didn't perceive his own behavior as offensive. It usually only takes a cool, calm reply noting that you first believe this offending party to be a of good intention (a compliment) then note that you've noticed something that probably needs clarification because you're certain their intentions were honorable. In most cases when presented with high and honorable expectati

  • You have been working on this project for how long? With the deal as stands they will be effectively receiving near-exclusively (who else is going to step up to maintain it if you can't) all the effort you have put in thus far.

    Put a reasonable price on that - a year's part time work, $30k. Otherwise tell them to fuck off with their non-compete clause. They can't be expecting to get something for nothing.

    Of course if you have some sort of moral issue which affects your take on the raw economics of your decis

  • Lets face it, everyone has a price.

    Doing work for pay that doesn't go to the original project is a reasonable request and warrants reasonable pay.

    But this non compete agreement that would force you to stop is not a reasonable request, so it warrants unreasonable pay. Tell 'em, $50,000, $100,000, or whatever your price is, and then you'll sign it.

    Wouldn't it suck if they got you in there for 1 day, paid you for it, and then let you go. They just eliminated a significant amount of competition for a day's pa

  • 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.

    First, it's not unreasonable for a company to want a non-compete clause, particularly when you could so very easily steal all their thunder.

    And it's not for-"ever". You're unlikely to work for this particular company for long, and I haven't seen a non-compete clause last more than a year after the en

  • Multiply however many hours you worked on the project beforehand by $300 or $500 an hour, whatever you think a contractor would charge. Make them pay that up front, since you'll never see the benefit of that labor again if you take the job. That might sweeten the deal for you.

    You'll have to decide on your own whether abandoning a hobby you like is worth a lot of money.

  • If the $$ amount is enough - to cover the possibility of not getting a certain job 'cause you can't work on it, etc. Everyone has their price... you just need to figure out what yours is, and then perhaps double or triple it. They obviously don't want you to work on it, since you can just put out another free (as in beer) version of it which makes their investment useless. So they need to pay you, and pay big. Think in terms of enough to buy a nice house, etc.

  • Tell them to take their non-compete and shove it up their ass.

  • by argent (18001) <[moc.agnorat.6002.todhsals] [ta] [retep]> on Sunday October 05, 2008 @10:24AM (#25264127) Homepage Journal

    Moreover, they would take ownership of not just what they paid for, but also my changes leading up to this moment

    If it's been released under the BSD license they can't do that in any meaningful way. The only rights *you* retain in the code you have released under that license is:

    * The right to release another version under a different license.
    * The right to be acknowledged as the author of the code.
    * Some protection from misrepresentation and lawsuits.

    You don't have the right to withdraw the code from distribution by anyone that already has a copy, and I don't think you have the right to remove your name from those copies, so what exactly do they imagine they would own?

  • Lucky in California? (Score:3, Informative)

    by OldProgrammerDude (721239) on Sunday October 05, 2008 @10:24AM (#25264129)
    I have never signed a non-compete either, but I have been asked to. If you are in California, you may be in luck. Back in the late 80's we passed a number of laws prohibiting most terms of non-competes including that you can't sign away your right to compete with your current employer or past one. Recently one aspect of that law was upheld in court. That won't stop them from suing you if things don't work out and you go back to helping that competitive project. Where most people get into trouble is intellectual property (IP). Remember, never take any code home. You own what's in your head (experience) but nothing else. Keep all your old code from the project, so that you can show that you used that IP elsewhere first. If you are serious about the job opportunity, ask to talk an attorney first with copy of it (Beware, attorneys a notoriusly slow about this type of a turnaround).
  • by Qbertino (265505) on Sunday October 05, 2008 @02:39PM (#25266401)

    1) From what I understand, the code you already wrote is out in the wild. If they want locked code from you on top of that, the only way you'll be able to provide it to them without doing anything illegal or the deal being invalid is to write their proprietary part as a patch.

    2a) As people have pointed out allready certain Non-Competes may be illegal, so signing them may mean squat anyway. Check the laws on that where you live.

    2b) Non-Competes are often rippoffs. A rule of thumb I like to use is the following: Unless you get big time money and can go on an extended vacation to learn a new technology or dive into a project and reach the same level as the one covered by the non-compete or can feed yourself and your family of the royalties from the agreement until it runs out you shouldn't sign it. And if your contractors are willing to do that they probably have enough money to sponsor a rewrite which you can offer to them aswell, which ever bodes best for you.

    3) I had a very simular situation where along the run my partners and I would've gotten into a fight over wether they own the code or just the module which I built for them. Even though it would have legally been me owning it without the slightest doubt, I didn't want to spoil the relationship with partners simply because they didn't understand OSS licencing - which is understandable.

    I told my next partner in the contract chain something of the following: "Give me the money we agreed on, free reign whilst implementing our product and keep the end customers of my back for a few months and I'll build a modular system that won't require a programmer for each little change. You'll be able to have secretaries do the grunt work using a custom editor that outputs XML config files. You pay me and get all that for free, a dual-licenced code-base with you *and* me both owning 100% and in exchange we GPL the entire shebang, slap a brand-name on it and continue our successfull co-operation into further projects."

    He agreed and we went on to have:

    A) An open source project that leads the field by far with our companies names attached to it and my personal name attached to it as project lead with the accompaning bragging rights (and User Thank-you emails arriving at my in-box to this very day) ...

    B) The largest competitor in our field kicked out of their pitch due to our far superiour open source project and it's custom extensions for the end customer with the big pockets (a Pharmaceutical Global Player) ...

    C) said custom editor developed by a third party partner company / our now drinking-buddies for minimal costs as they wanted to leverage the new OSS project themselves ...

    D) a dual licenced code base that keeps everybody happy and proves that I put my money where my mouth is and have no trouble moving into the OSS version of our product if I'm cut out of the loop our the partners go out of business / other ways - which is sort of happening right now with everything still fine and dandy between us all - ...

    E) ... and after the first iteration all involved noticed what was clear to me right from the begining: People and corporations don't care squat about under which licence you implement your shit. As long as it works and you're there to help middle management justify the expenses in front of the chiefs.

    F) A super-pure conscience for me and a great feeling of having done something good. Plus two years of good worry-free living as a freelancer.

    Mind you, this is a web project, so YMMV - but that pretty much sums it up for any situation I can think of.

    4) / Bottom Line: You've got the strong end of the stick. Be understanding but don't be foolish. Talk to your partners and cut a deal that makes you and them feel comfortable. U

  • by awitod (453754) on Sunday October 05, 2008 @02:40PM (#25266411)

    You probably got the current offer as a result of your work in the community. If you continue to build that network through good work, you will probably reach a point where you have far more opportunities than you do now if what you are working on is seen to be worthwhile.

    Or, you can trade your reputation in to work for the people making you the offer. Do you plan on staying with them long enough to build a new network and for people to forget what you did? It sounds like you know it won't go over well and will burn some bridges.

    In my experience, it's a small world and karma is a bitch. So, unless you are talking about a set-for-life kind of deal, it's probably a bad idea.

    On the other hand, I don't think you have an ethical conflict here. If you are talking about the chance of a lifetime, you should do it. After all, it is your work and you should benefit from it even if your associates will hate you for it (your friends will understand, set for life is a big deal). You just have to decide if the opportunity is worth the price you know you will have to pay...

    My guess is: probably not.

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