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Getting Paid To Abandon an Open Source Project?

Soulskill posted about 6 years ago | from the money-vs.-warm-fuzzies dept.

Programming 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."

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The dark side (tm) (5, Funny)

Gewalt (1200451) | about 6 years ago | (#25263579)

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

Re:The dark side (tm) (4, Insightful)

ShieldW0lf (601553) | about 6 years ago | (#25263659)

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?

Re:The dark side (tm) (5, Insightful)

cayenne8 (626475) | about 6 years ago | (#25263913)

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...

Sell out if you want but don't sell out cheap (1, Informative)

Anonymous Coward | about 6 years ago | (#25264027)

I don't see the big deal. It's only one BSD project.

It's just like writing proprietary code for a living (I personally don't see anything wrong with that). Except that they have to compensate him for going "private" and appearing to "sell out" (reputation, good will etc).

To put it in perspective, how many of you would look down on him for "selling out" for USD1 billion? I'd personally tell him "Please take their money (if it's all legit)"...

Unless of course he's actually someone like RMS (but hey it's BSD so it can't be RMS ;) ).

But if he's only going to get "normal developer" $$$, I don't think it's worth it unless he's really short on money and has no better options.

I hate all that noncompete crap, but if you gave me a huge enough pile of money with no other strings attached, I'd be happy to not work on a similar project (other than with you) for the rest of my life.

Re:Sell out if you want but don't sell out cheap (5, Funny)

MrNaz (730548) | about 6 years ago | (#25264045)

how many of you would look down on him for "selling out" for USD1 billion?

Depends. Are we talking 2009 dollars or 2010 dollars?

Re:The dark side (tm) (4, Insightful)

the_womble (580291) | about 6 years ago | (#25264037)

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.

Re:The dark side (tm) (4, Interesting)

BPPG (1181851) | about 6 years ago | (#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.

Re:The dark side (tm) (0)

LunatikOwl (1360633) | about 6 years ago | (#25263865)

You my friend, should do some reading of Richerd Stallman's essays. The whole point of free software is that information should be free and when you code something you'll want your code to be reused again an again - multiplying it's usefulness many times fold.

If you really believe in FOSS than you should decline this offer as it completely opposed to the FOSS ideals, unless you are starving and have no other choice other then accepting the offer.

If I were you I would think whether I'll be contended by the interesting intellectual challenges and the material gain - even if it makes me just a hired(and even clever) hand. Personally I'll want to have more ownership of what I code. And ownership by the entire community is much more in your hands than ownership of some shareholders.

I'm not saying, be idealistic and refuse any offer to be paid for your work. Just consider if this sacrifice is worth the gains...

Re:The dark side (tm) (1) (912690) | about 6 years ago | (#25263729)

Is it microsoft ? has to be ..

Re:The dark side (tm) (0)

Pig Hogger (10379) | about 6 years ago | (#25263861)

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


Seems pretty damn evil to me. . . (1)

SgtSnorkel (704106) | about 6 years ago | (#25263915)

. . . are you sure you want to work with people like this?

ftipsot (-1, Offtopic)

Fizzl (209397) | about 6 years ago | (#25263581)


How much is your soul worth? (4, Insightful)

Anonymous Coward | about 6 years ago | (#25263583)

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

Re:How much is your soul worth? (1)

nova.alpha (1287112) | about 6 years ago | (#25264021)

Exactly the point. In short, don't.

let me get this straight... (5, Funny)

TheSHAD0W (258774) | about 6 years ago | (#25263593)

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

Re:let me get this straight... (1)

mashiyach (757252) | about 6 years ago | (#25264005)

fork? I would say it's more like making a knot of yourself.

A few things (3, Interesting)

TheSpoom (715771) | about 6 years ago | (#25263597)

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.

Re:A few things (0)

Anonymous Coward | about 6 years ago | (#25263641)

most likely the changes will be after he signs not before

Re:A few things (1)

BPPG (1181851) | about 6 years ago | (#25263693)

I wouldn't do it at all, personally, because I'd consider it a violation of my integrity to do so.

Actually, it's kind of a good point. You'd feel pretty crap if that job didn't work out, and they had kept a bunch of your code. I wonder, would such a non-competition clause extend to after you left the job concerned?

Re:A few things (2, Insightful)

juiceboxfan (990017) | about 6 years ago | (#25263989)

I wonder, would such a non-competition clause extend to after you left the job concerned?

That is exactly how it's phrased;

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.

In six months the company can decide that the changes that they need have all been made and further development is no longer needed. Now he doesn't have a job AND can't work on the open code.

No, I wouldn't go for this.

Re:A few things (1)

Kjella (173770) | about 6 years ago | (#25263727)

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 (3, Insightful)

erroneus (253617) | about 6 years ago | (#25263883)

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.

Re:A few things (1)

LWATCDR (28044) | about 6 years ago | (#25263967)

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.

Everything is for sale (5, Interesting)

Anonymous Coward | about 6 years ago | (#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)

Re:Everything is for sale (4, Informative)

Martin Blank (154261) | about 6 years ago | (#25263929)

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.

Re:Everything is for sale (0)

Anonymous Coward | about 6 years ago | (#25263999)

I am no lawyer, however...
Such broad non-compete's are being dismissed by judges... a non-compete cannot be so broad as to remove your employment within your entire field. Non-compete's *might* be able to involve suppliers or customers, and on the other hand the internet leads to global sales.

Of course *they* have *their* lawyers looking at it, but a second opinion might not hurt.

That said, approach cautiously :)

I'm anon because I'm lazy about my login

abandon open source for money? (0)

Anonymous Coward | about 6 years ago | (#25263605)

every time you do that a kitten dies

Is it worth it? (2, Informative)

houbou (1097327) | about 6 years ago | (#25263615)

  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..

Cold hard dirty cash (5, Insightful)

Fallus Shempus (793462) | about 6 years ago | (#25263621)

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.

What I would do is this... (-1, Troll)

Gordonjcp (186804) | about 6 years ago | (#25263637)

Accept, *without* the non-compete agreement and a formal written agreement that all work done by me while I'm employed by that company goes back to the original codebase, *unless* it's something highly client-specific.

If they did not accept that, I would forbid them to use any code from the project, and bring down the wrath of the relevant copyright laws, if they were not prepared to abide by the licensing terms.

Re:What I would do is this... (2, Funny)

Kjella (173770) | about 6 years ago | (#25263675)

If they did not accept that, I would forbid them to use any code from the project, and bring down the wrath of the relevant copyright laws, if they were not prepared to abide by the licensing terms.

Highly aggressive and completely clueless [] , not a good combination.

Re:What I would do is this... (-1, Troll)

Anonymous Coward | about 6 years ago | (#25263715)

the BSD license, not a good combination

there - fixed it for ya...

Re:What I would do is this... (0)

Gordonjcp (186804) | about 6 years ago | (#25263795)

I know how the BSD licence works, and I have released quite a lot of code under it. I think you're the clueless one.

Re:What I would do is this... (0)

Anonymous Coward | about 6 years ago | (#25264031)

I know how the BSD licence works, and I have released quite a lot of code under it. I think you're the clueless one.

Well Mister Clued-in-one, exactly what part of the BSD license supports this statement:

"If they did not accept that, I would forbid them to use any code from the project ..."

From what I can tell once the code is released under BSD that's that for that version of the code. Just like once code is GPL'd and in the wild you can't unGPL it (provided that there is no reason that would legally prevent it being released as GPL in the first place.)

BSD license is basically "You must include this license, you can't use my name, and if this code does something undesirable ranging from causing a hangnail to ending all life in the universe I am in no way shape or form to blame so don't even think about suing me."

Re:What I would do is this... (0)

Anonymous Coward | about 6 years ago | (#25263833)

I agree, and I would consult a lawyer savvy in this field. The non-compete clause is a prison in which they'd like to keep you, and if it's not carefully worded, that's exactly what it would be from your standpoint because the interpretation of "non-compete" could be fairly broad and if not carefully worded could, for example, preclude you from making a living doing any kind of software engineering, regardless of platform or intended application.

If they don't want you to continue to freely publish your original codebase, screw them. Re-release it under GLPV2 or V3 or whatever and then orphan the project on Sourceforge or wherever and let the rest of us have at it. It's YOUR code, remember? If this party then wants to pay you to enhance it in a specific fashion to, for example, optimize its performance on a specific hardware widget or radically extend its features in some respect, that's fine. But, they need to realize that they have implicitly forked the code, and it's possible (however unlikely) that someone else could also use it for their own purposes, and perhaps extend/enhance it as an open source project without recourse to your "buyer".

IANAL, but as much as we dislike them, I think it's time to bring one on board for this - this could be a legal minefield for everyone. BTW, I wouldn't necessarily threaten litigation based on the Copyright laws, at least not immediately - I suspect that would take forever to litigate with a very uncertain outcome, and you're probably better off with a carefully constructed contract that clearly stipulates your rights.

Your own moral compasss should guide you.... (4, Insightful)

cptdondo (59460) | about 6 years ago | (#25263643)

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.

If you were seriously devoting your time (1, Insightful)

Anonymous Coward | about 6 years ago | (#25263647)

for the deepest goals and values of open source, then taking money from this company would be selling yourself out. But, if you were doing it for fun, with no serious consideration to your part in the open source movement, then you have no such issues. Yes, you'd be outcast for selling your code. But it's a choice you have to make, based on your feelings about your work, your views on open source, and your cash needs. No one else can advise you. Good luck!

go on, take the money and run... (0)

Anonymous Coward | about 6 years ago | (#25263649)

"Did you know that some so called volunteers aren't even paid?" -Homer Simpson

Do you need the money? (4, Insightful)

xzvf (924443) | about 6 years ago | (#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.

Ever? (1)

Dawn Keyhotie (3145) | about 6 years ago | (#25263655)

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.


Re:Ever? (1)

pjt33 (739471) | about 6 years ago | (#25263901)

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, but it's fair enough that they don't want you to jump straight to their biggest competitor.

Re:Ever? (2, Insightful)

schon (31600) | about 6 years ago | (#25264075)

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, while you're flipping burgers (because you can't get a programming job.)

Money (1)

the eric conspiracy (20178) | about 6 years ago | (#25263665)

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 (5, Insightful)

WK2 (1072560) | about 6 years ago | (#25263671)

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.

also my changes leading up to this moment... (1)

Culture20 (968837) | about 6 years ago | (#25263673)

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?

Re:also my changes leading up to this moment... (1)

cnettel (836611) | about 6 years ago | (#25263889)

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:also my changes leading up to this moment... (2, Insightful)

sudog (101964) | about 6 years ago | (#25263949)

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! (3, Insightful)

Rob Riggs (6418) | about 6 years ago | (#25263677)

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.

Never accept "never ever" non competes. (1)

cluge (114877) | about 6 years ago | (#25263679)

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, then you should be free to develop on your own. The good thing about this is that a company will have paid certain development, and you working on it get to see the results. Quite probably after it's been around a little while you will have ideas on how to tweak it to make it better. If you've since left that employer, your advice and experience will be valuable to the project, even if it's diverged from where your company took it.


Re:Never accept "never ever" non competes. (1)

gbjbaanb (229885) | about 6 years ago | (#25263769)

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.

what's the problem (-1, Flamebait)

Anonymous Coward | about 6 years ago | (#25263683)

So, you take a stand on your principles, or you don't. What's the problem?

wwrmsd? (1)

PincusJr (1310977) | about 6 years ago | (#25263685)

Just think... wwrmsd? It would be unethical to accept their offer.

Re:wwrmsd? (1)

Darkness404 (1287218) | about 6 years ago | (#25263983)

Not really. The problem lies within the BSD license. What they should do is quickly re-license the project under the GPL, and then work for the company. The company has the BSD licensed part, while the community has the GPL licensed part.

You need to think about who you're dealing with (-1, Troll)

Anonymous Coward | about 6 years ago | (#25263701)

I think the fact that the company wants to monetize the open source project and never give back (even if it is within their rights) says a lot about their corporate ethics. How would they treat you as an employee? How would they treat you if you rejected them?

Personally, I don't think I could get in a business relationship with such an outfit unless I was out of other options to put food on the table.

Re:You need to think about who you're dealing with (1, Insightful)

Anonymous Coward | about 6 years ago | (#25263783)

How is it unethical? The BSD license allows for such behavior. When you license something as BSD, you do it with full knowledge that someone can come along, take the code, and then use it internally without releasing their improvements to it.

That is not unethical, that is fair play.

It depends (1)

jackrabbit123 (164587) | about 6 years ago | (#25263705)

Do you have to sign the contract in blood?

BSD license, so what's the hangup (-1, Troll)

Dawn Keyhotie (3145) | about 6 years ago | (#25263709)

Also, since you have been contributing to a BSD licensed project, I assume that you support and encourage this type of corporate behavior.

Since corporate appropriation of this type of work is tolerated, or even encouraged, what is your hangup? You should be jumping at the chance.


Poster child for why we have GPL (1)

Zombie Ryushu (803103) | about 6 years ago | (#25263721)

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:Poster child for why we have GPL (0)

Anonymous Coward | about 6 years ago | (#25263859)

I don't like attempts like this to compete with the F/OSS movement.

There, fixed that for you.

DUDE, DON'T!!! (3, Interesting)

Spy der Mann (805235) | about 6 years ago | (#25263725)

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?


If you are conflicted (1)

my-nickname_is (1378671) | about 6 years ago | (#25263747)

How important is it for you to continue your original codebase? If it outweighs the signing of the non-competition contract than don't sign. Than again, if you find yourself needing to sell your soul for monies sake, than sign.

You are in a position to negotiate (4, Insightful)

cyberon22 (456844) | about 6 years ago | (#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 (2, Insightful)

Anonymous Coward | about 6 years ago | (#25263755)

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 of money on familiarization and even more if they try to merge in features from a fork.

Negotiate! You've got a strong position.

If they want non compete, you ask for royalties (2, Insightful)

Anonymous Coward | about 6 years ago | (#25263757)

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...

Think about the sort of people who would do this (1)

John Hasler (414242) | about 6 years ago | (#25263775)

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.

your own call... (1)

SuperDre (982372) | about 6 years ago | (#25263787)

This is your own call.. Nobody here can say a thing, it's easy to say to someone else to not take the money, but a lot of people will do it themselves.. Just make sure if you do go for the money and sign their contract, then at least let a lawyer go over it, AND make sure they add a clause incase they fire you the contract with them would be nullified (except for the work you've done on the project during the contract time).. BUT, a lot of people think this only goes for the work they do for a company, but watchout, if you have a nasty boss and you develop something in your freetime, your boss can lay claim on it.. It already has happened a few times and courts decided in favore of the boss.. by the way this is only when you develop something with the skills you also use during your dayjob, so in case of a busdriver who develops a computergame in his sparetime the boss can claim whatever he wants but he wont win, but if you are a programmer and you did the code then you are in danger of having a nasty boss claim your stuff. so always make sure you've got something written about that in your contract..

You can't change your mind once you do (1)

m509272 (1286764) | about 6 years ago | (#25263793)

Don't forget you can't change your mind once you do sign. You might decide a week or month later that what they told you isn't what reality is. How often to you hear this. I wouldn't do it.

Money is worthless. (1)

Horar (521864) | about 6 years ago | (#25263805)

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 and I'm happy to say the decision was easy to make at the time. Now it's grown from a few thousand hits a week to a few million hits a week and no amount of money could have bought that much satisfaction.

Competitive advantage? (2, Insightful)

TheRaven64 (641858) | about 6 years ago | (#25263809)

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.

It's probably a procedural formality (2, Insightful)

proclivity76 (755220) | about 6 years ago | (#25263821)

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 expectations, the offending party will seek to live up to those high expectations.

Give it a try.

Everything has its price. (1)

ozphx (1061292) | about 6 years ago | (#25263827)

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 decision, thats not something to be talking to us about.

Depends (0)

Anonymous Coward | about 6 years ago | (#25263841)

A set of questions to think about:

Is the subject of this project part of a life-long passion you may have or is it just a fun or useful project that you could feel comfortable dropping and picking up different interesting project in the future?

Asked another way, if you could never write to the code base again, would you always long to code this project because it's part of a passion you have? or Would you feel happy, comfortable & okay doing a different kind of project in the future if you could never turn back to the original project?

If it's not a passion, would you be willing to give the company control to make the choices and plot the future of the project?

If it is a passion, could you negotiate? : Would the company be willing to pay you to make specific changes & modifications to the code base, while still retain the open source license status on the project?

These are questions I'm currently asking myself regarding my passion and whether to compromise to pursue something similar but not in my target area of interest.

Follow your heart and your dreams.

Choice (1)

johndmartiniii (1213700) | about 6 years ago | (#25263851)

Money || Integrity That's not very fair. If you need the cash do it, just don't complain later when you can't do anything about it. If you love the project and want to continue to love it, don't. And never, ever sign a non-compete, for any reason. It should be a deal breaker.

Do you love the project? (0)

Anonymous Coward | about 6 years ago | (#25263853)

Well, the question is do you want the project to live or do you want money so you can make different choices. For instance an oracle utility called Tora the author got hired away by quest, then quest cherrypicked the parts they want into another product they'd bought, (toad) and killed off tora. Being open source some other people did pick up the pieces, but it hasn't moved forward at the same pace as the original author.

So there is a risk that you might see the project abandoned, but if you can get a job you're happy with, that might not matter.

mod d03n (-1, Troll)

Anonymous Coward | about 6 years ago | (#25263855)

They're gone Mac have the energy Raadt's stubborn 'superior' machine. raise or lo3er ?the Moronic, dilettante give BSD credit Software lawyers COUNTERPART, example, if you

What's your price? (1)

WPIDalamar (122110) | about 6 years ago | (#25263877)

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 pay.

Re:What's your price? (1)

sudog (101964) | about 6 years ago | (#25264023)

No, not everyone has a price. There are lots of things I would never do for any price. And there are lots of things you would never do for any price, too.

Additionally, if they fired him after a single day, then the contract is not beneficial to one party, was predatory, and I've seen contracts like this get utterly destroyed in court decision databases. However, if you read it properly, you'll notice that he's talking about being prevented from doing this stuff "in [his] free time." It really doesn't look like a "never" non-compete. If they fire him a day later, he just goes back to doing whatever it is he's doing.

I just wish he'd mention the name of the damn project so we can mirror it now and save a copy of it.

Take the money (1)

evilviper (135110) | about 6 years ago | (#25263887)

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 end of employment. It may be an eternity in the software world, though.

Personally, I'd say get every cent you can out of them and go work on SOME OTHER open source project that interests you, in your spare time.

If you feel bad about abandoning the project, you could donate a small cut of your newfound salary to the project, which, for many, many projects I've seen, would do more than any amount of (free) coding from you ever could.

BSD (0)

Anonymous Coward | about 6 years ago | (#25263905)

If you didn't release your code under the BSD license you would be getting fucked over like you are now.

I hope you learned something over this and how much of an idiot you are in thinking people will see your own ideals of sharing code.

The only way forward is forced sharing, congratulations on killing your open source project.

Re:BSD (1)

WPIDalamar (122110) | about 6 years ago | (#25263997)

By using BSD he now has this option, which he could choose to refuse.

By using something like GPL, he would never have even had the choice.

How is he getting fucked over? (1)

argent (18001) | about 6 years ago | (#25264073)

If you didn't release your code under the BSD license you would be getting fucked over like you are now.

How exactly is he getting fucked over? He's being given an opportunity that he might not have had if it was a GPL-licensed project, and he doesn't have to take it.

And it's not his project, he's a contributor, he may be a large contributor but that doesn't mean it'll die without him.


* You're assuming he's going to take the offer as is.
* You're assuming that his contributions are critical to the project.

Neither of these are given, and even if he thinks the latter is... it probably isn't.

If it really is, he's probably in a better bargaining position than he thinks: if his participation is critical to their fork, then he should be getting a share in the ownership of the result, and demand that.

And THAT doesn't seem like "getting screwed over" to me.

They asking for too much (1)

shareme (897587) | about 6 years ago | (#25263921)

They are asking for too much for what they are giving you and they are asking for rights that do not have a basis for either legally, business wise, or morally. You are to go the nearest lawyer and get his opinion and a 2nd opinion in writing and show that to this potential employer. Do not at any time sign in it in its current as that will dramatically affect your long term income in a negative fashion. Lawyer orgs for the BSD license that could offer resources..start with the OSI first and etc to find those resources.

re (0)

Anonymous Coward | about 6 years ago | (#25263927)

California was never a slave state. Non compete clauses violate state law. This has been tested in the courts.

If you live here you can sign such a clause, even for a firm located in a slave state, but it is not enforceable.

You know something that they do not. You can do something they can not do.

They depend on you not understanding the meaning of this.

You feed them, but the want you to believe they feed you. Without you and people like you they have nothing to feed on. They can not and would not be able to sit down, roll up their sleeves, learn what they had to learn and do it themselves.

If you work there, you will be put in a stall and milked, like all the others they have cowed.

Decide not to work there. Be prepared to act on that. Then offer to work on your terms - including a percent of the profit - even after you leave them - for as long as they receive income from the fruits of your work.

They will be outraged. Laugh among themselves.
Those who have some intellect will perhaps think of SCO. For a moment.

Later, alone, the brightest of them will be afraid. For no reason.

Make them pay for all your work up front. (1)

DamnStupidElf (649844) | about 6 years ago | (#25263941)

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.

is the $$ enough? (1)

i.r.id10t (595143) | about 6 years ago | (#25263943)

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.

Take this very seriously (1)

yttrstein (891553) | about 6 years ago | (#25263945)

There's only one question you need to ask yourself:

Does is the idea of being an outcast more or less palatable than the idea of doing interesting programming?

There is no other question here but that.

It's simple, here's what you should do... (1)

SystemFault (876435) | about 6 years ago | (#25263951)

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

Just say No! (0)

Anonymous Coward | about 6 years ago | (#25263953)

"How would you approach such a decision?"

Very easy question. I'd say no.
I believe Open Source is just too important.

If you're having doubts... (1)

Slacksoft (1066064) | about 6 years ago | (#25263969)

If you're having doubts about whether you should do it then clearly they're not offering you enough money to go through with it. So the real choice is either you don't want to do it, or you need to come back with a dollar amount for your existing work with options to lease/license. In addition to that make sure you get it in contract that you'll be working long term, ie not 'at will' employment, so that once you're done with the neat little addition they don't cut you lose. There is a lot of risk so make sure you come up with your 'price' for the risk, and then negotiate from there. Remember nobody is making you do anything, unless you're in Russia, where contract signs you!

Weasel Alert (1)

emeri1md (935883) | about 6 years ago | (#25263975)

While I agree that evilviper has a very pragmatic solution to the dilemma, there are certain questions that only you can answer.

How would you feel about being an outcast to that community?
How much do you believe in open source?
Do you really want to work for a Microsoft wannabe?
Which do you value more at this point: freedom or a paycheck.
Do you really need this paycheck?
What would your family say?

Jobs come and go. A good programmer is never out of work for long. If you truly wish to keep working on this open source project, then pass on the offer. If you need a paycheck to support your family, then go with the job. Family first.

Money (1)

sauge (930823) | about 6 years ago | (#25263981)

If you are selling your work, then I think you will want to create some kind of royalties payment schedule. (Make sure it is gross revenue of the product so they cannot play accounting games.)

Another option might be a consulting gig with them. The second time around with source code tends to be the better code eh? You may even be able to show of skills to show them you are worth keeping around for more than a few lines of code.

What I am saying is get paid for your future work on the code base.

If the code it's self is valuable, you should consider taking advantage of that value and this company might be the option to do that.

Repeatedly it has been chimed in the open source community that not everything has to be open source. There is value in pure functionality and paying for pure functionality is not a bad thing.

I have licensed my stuff in BSD often also. While GPL is the most freedom for the user, BSD is the most freedom for the developer.

Tell your employer the truth (0)

Anonymous Coward | about 6 years ago | (#25263993)

How long do they intend to have you maintain your changes outside of the official tree? I'm sure some of your work could find its way back into the project. After all, you could make the (completely honest) case that to do otherwise would be to duplicate effort and cost them money any time upstream makes incompatible changes.

Oh, and don't sign an open-ended non-compete.


plsuh (129598) | about 6 years ago | (#25264001)


You Are (obviously) Not A Lawyer. Go talk to one who is licensed in the state in which the employment contract is signed and is familiar with technology employment law. In some states (notably California, but also others) the courts have made it clear that employment non-compete clauses cannot be enforced to any practical degree.

Also, all of the terms of a contract are negotiable. For instance, you state that, "they would take ownership of not just what they paid for, but also my changes leading up to this moment". This does not sound like a reasonable position to me. Does the contract really state that, or is it something that you're misreading, or is it a point on which the contract is unclear? Push back -- if this is your first time, you may be surprised at how much of an offer is just a starting point for negotiations. If a section is not clear, propose your own language that clarifies those points.

The same applies to, "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". None of the negotiations I have been involved in have ever had a non-compete that reached this far. Six months, a year, two years after termination of the contract are typical. Depending on the software and the industry, the term may change but a perpetual non-competition clause will almost certainly be thrown out in court.

Another point to note is that the negotiation process is one indicator of what it will be like to work for this company. If they're hardball, take no prisoners negotiators, there's a pretty good chance that they will treat you the same way once you are an employee. In which case, do you really want to work there?

Just some food for thought.


if("take ownership" == "buying the codebase"){ (2, Interesting)

jopsen (885607) | about 6 years ago | (#25264007)

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...

Staying involved means staying up to date (0)

Anonymous Coward | about 6 years ago | (#25264025)

Staying involved in the open source community really goes two ways. You got to the place you're at now (and you gained the knowledge that your employer values) by working with others in the open.

Staying involved in that even after you take the job is good for the company. Why? Because you stay up to date with the developments of the overall project. Not only that, if they allow you to contribute and be an active member in the project, you can _HELP INFLUENCE_ it. This also means you can help make sure that the overall project goes in a direction where it's most useful for your employer.

The alternative is for them to gag you but you keep monitoring project activity by lurking on the lists. Sure, that will keep you somewhat up to date with what's going on, but over time your influence will disappear and your value to the company will deflate.

Negotiating an exception to the IP contract in your employment agreement shouldn't be a big issue, and something you should try to do. It's better for you AND for the company.

Unless the money is absolutely fantastic (1)

thetoadwarrior (1268702) | about 6 years ago | (#25264047)

I certainly wouldn't sell my soul for any amount. I've gotta get rich from it.

You are so totally awesome. (0)

Anonymous Coward | about 6 years ago | (#25264053)

You had to know what the answer from slashdot would be before you posted.
So I guess it must be vanity, "hey guys look at MY career options!"

Alternatives (1)

chriswaco (37809) | about 6 years ago | (#25264059)

Non-compete clauses are very common in the software industry. You have a few choices:

1. Negotiate a smaller time range
One year is very typical in the contracts I've seen.

2. Negotiate a lower price
Offer them a lower price if they allow you to open source your work.

3. Choose which parts remain open source with the client
It may make sense for them to only close source add-ons and additional functionality rather than everything, especially if you continue to work on it in your spare time.

4. Remind them that you plan on working on other portions of the project in your own time at no cost to them. This is to their advantage.

But you may just have to decide whether you want the work or not. Sometimes it all comes down to how big your mortgage payments are.

strange brew that's also good for you (0)

Anonymous Coward | about 6 years ago | (#25264061)

That would be Kombucha.

Just decline (1)

Pope Raymond Lama (57277) | about 6 years ago | (#25264069)

Just decline.
You will be in the same position as if they had never approached you in the first place.

On the other hand, you might approach their so feared competition, and continue your open work, at a profit, for them.

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