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Open Source Code In a Closed Source Company

kdawson posted more than 6 years ago | from the finding-freedom-in-an-unfree-world dept.

Programming 286

An anonymous reader writes "I have code that I've written for my current company that I'd like to open-source. The only problem is that my company has the usual clause that says that anything I write belongs to them. Now that they've decided to abandon my code for another product that replaces its function, I'd like to continue working on my project as well as open it up to the world. The easy part is cleaning it up and posting it on SourceForge and Freshmeat. The hard part is making sure that I am free of any legal complications in the future. I've looked online to try to find a legal document I could present to my employer to get them to sign off on it, but I'm not having any luck. Has anyone else been in this boat or can refer me to some legal documentation that may help out?"

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SLASHDOT SUX0RZ (-1, Offtopic)

Anonymous Coward | more than 6 years ago | (#22316510)

_0_
\''\
'=o='
.|!|
.| |
this source is always open [goatse.ch]

Re:SLASHDOT SUX0RZ (-1, Offtopic)

Anonymous Coward | more than 6 years ago | (#22316630)

Actually, I've always figured that was more of a destination than a source. Does that make me gay?

Re:SLASHDOT SUX0RZ (-1, Offtopic)

Anonymous Coward | more than 6 years ago | (#22316800)

it's a source of pleasure...

At least GoatseTroll knows... (1)

professional_troll (1178701) | more than 6 years ago | (#22317342)

when compared to all the dumb morons below, Goatse should be modded insightful

Just walk into the CEO's office: (4, Funny)

smitty_one_each (243267) | more than 6 years ago | (#22316516)

"Mr. Ballmer, I'd like to release some code for the new MS Office under the GPL.
It's some of the UI code that people might really enjoy being able to, you know, work with a little better."
No doubt you will chairish the moment.

Re:Just walk into the CEO's office: (1)

SiegeTank (582725) | more than 6 years ago | (#22317510)

'... and in Redmond the weather will be a balmy 88 degrees with the chance of an afternoon chairstorm.'

'Nah, that's not a cloud. It's a chair from the Microsoft CEO's office.'

you answered your own question.... (4, Informative)

russ1337 (938915) | more than 6 years ago | (#22316518)

I have code that I've written for my current company that I'd like to open-source. The only problem is that my company has the usual clause that says that anything I write belongs to them.
Then it's their code. You may as well be asking them to open source code you didn't write.

Re:you answered your own question.... (0, Redundant)

rubycodez (864176) | more than 6 years ago | (#22316538)

you may as well ask them to throw $100 bills off the roof to passer-by

Re:you answered your own question.... (4, Informative)

fm6 (162816) | more than 6 years ago | (#22316708)

Not a good analogy. The company doesn't know that the code has commercial value, only that it might.

This is the usual IP hoarding scenario, and there's no point in running through all the issues yet again. Except maybe this one: SLASHDOT IS THE WRONG PLACE TO GO FOR LEGAL ADVICE.

Here's some practical advice: go to your boss and say, "OK, you don't want to this code, why not give me permission to open source it? It will make the company look good." They might well say, "Hey, that's a good idea! Go over to the legal department and have them do the paperwork for you, so you don't get in any trouble."

Re:you answered your own question.... (3, Insightful)

samkass (174571) | more than 6 years ago | (#22316836)

According to the original poster, the company is developing new code to replace the same function. So it's like asking the company, "Would you like the code you paid for to be competing against your new product?"

Re:you answered your own question.... (4, Insightful)

drooling-dog (189103) | more than 6 years ago | (#22316996)

why not give me permission to open source it? It will make the company look good.
Well, I can think of one reason why not. He said the code was supplanted by other code that performs the same function. That seems to imply that the company's new product may one day be in competition with older code that it paid to develop, and that its author continues to work on despite being an employee. Sounds like a tough sell to me!

Re:you answered your own question.... (5, Informative)

schi0244 (1198521) | more than 6 years ago | (#22317552)

I'm a lawyer who has to deal with many IT/IP issues on a weekly if not daily basis. This is exactly the wrong place to ask for or have legal advice rendered, and what I say below is NOT to be construed as legal advice either.

As stated earlier, and in other posts, you have essentially answered your own question. The answer depends on how persuasive you are. Management is not going to allow even antiquated code out to pasture in this manner if you cannot rationalize a business (ie: MONEY) reason that they should permit it. Without knowing your industry, product or application I have little to go on, but management in my company (including myself) would rather play it safe & not cannibalize their market by permitting the world access to something they paid for.

Finally: If you don't get the answer you like, don't contravene management. You will pay for it in some fashion.

Sometimes they are worried about liability (4, Insightful)

EmbeddedJanitor (597831) | more than 6 years ago | (#22316558)

As parent says, they own the code. If they want to abandon it they still own it and don't automatically abandon rights to the code.
Ask them if they are prepared to release the code and if not, why not.
If their major concern is laibility, then get the code signed over to another party who will shield them from liability. THis might be yourself or EFF or whatever.
If they still won't well you're screwed as it is theirs.

Re:Sometimes they are worried about liability (1)

StarvingSE (875139) | more than 6 years ago | (#22316826)

Yes, while the code is abandoned from the company's standpoint, it could still be considered a "trade secret" that would give competitors an advantage. Why would your company want to let the money they spent to have you write the software go to help a competitor if they decide to use it for free?

It might not help a competitor (2, Insightful)

EmbeddedJanitor (597831) | more than 6 years ago | (#22316958)

If fact it could even hurt a competitor.
If the company decided to dump a project because they are moving out of that business arena, but the competitor is still staying in that arena, then opening up the code will dilute the competitor's position.

Re:you answered your own question.... (5, Insightful)

BitZtream (692029) | more than 6 years ago | (#22316646)

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

Try this instead ... (4, Informative)

tomhudson (43916) | more than 6 years ago | (#22316850)

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

Benefits:

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

Re:Try this instead ... (1)

The Analog Kid (565327) | more than 6 years ago | (#22317168)

If it eventually gets really interesting, they have another revenue stream as THE ones to go to for support, feature requests, etc.

That premise won't hold much water if the company isn't focused in computer software. The author doesn't state what kind of company he's working for, for all I know he could be writing software for a logging company. These days it isn't part of the core make up of the company, it's not worth their time to explore it.

Re:you answered your own question.... (0)

Anonymous Coward | more than 6 years ago | (#22317002)

Besides what company wants their own employee working on a competing open source project which could cut into revenues of a flagship product. You might have a better chance asking if they are willing to open source the current project.

Actually, his question was somewhat different... (3, Informative)

PaulBu (473180) | more than 6 years ago | (#22317262)

Hi (or she? :) ) just wants to TRY:

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

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

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

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

Paul B.

why (1, Informative)

mattboston (537016) | more than 6 years ago | (#22316520)

are you asking people from Slashdot. Why don't you approach your company and ask them what they think? I have a friend that did just that with a app he developed, the company let him take it Open Source. If they own what you create then you need to make sure that they are going to release it.

Re:why (4, Insightful)

tepples (727027) | more than 6 years ago | (#22316548)

[why] are you asking people from Slashdot. Why don't you approach your company and ask them what they think?
Because AC is asking Slashdot how to best approach the company.

Re:why (0, Flamebait)

mcmonkey (96054) | more than 6 years ago | (#22316672)

[why] are you asking people from Slashdot. Why don't you approach your company and ask them what they think?
Because AC is asking Slashdot how to best approach the company.

And again, why ask Slashdot? Why not start with a forum or usenet group dedicated to the language the code is in or the license he wants to release under?

If the OP is not a regular /. reader, it's rude to just pop in and expect us to help you. If the OP is a regular /. reader, then he/she should have figured out, if there are two subjects on which /. is void of useful/informed advice, then those subjects are the law and intellectual property. The OP is 0 for 2.

Next question.

Re:why (4, Insightful)

cyphercell (843398) | more than 6 years ago | (#22316724)

Oh, come off it man. There's all kinds of stories posted on slash relating to IP and the Law. Plus this guy obviously doesn't know anymore than the rest of us, so maybe he's just looking for another goob that's been there. I think there's been some good advice around here. Personally, I'd go to a paralegal, but I don't think he's looking to spend any cash. So, someone that might have personal experience is really the next place to go. If you don't like it why not just GTFO?

Re:why (5, Insightful)

ilikepi314 (1217898) | more than 6 years ago | (#22316828)

Perhaps its a new reader trying to get involved with the community (and perhaps asked several places to try and get the most eyes)? It is true that these things have been discussed liked crazy on /., but largely only in terms of lawyers and copyright laws. I don't recall anyone recently posting how to interact with their bosses on the matter. I'm sure there needs to be some level of documentation, but what does that consist of exactly? You'd want to make sure its documented so that if it is open-sourced and becomes popular, no one can come back and say "I didn't authorize this! It's all ours!". But what sort of documentation? Was it a long process, or was it as easy as getting someone to sign one paper saying "Program X is hereby released under the GNU GPL -- signed, The Big Guy, Some Company" and so took all of 30 seconds? Someone here may have dealt with it and can offer some advice that may be more reasonable that someone on the GPL forums, whom only knows what the license says but has never actually bargained with a boss or CEO to get something released.

And if nothing else, its polite to give help when you can. Responses such as yours are a big reason people don't like to learn about Linux or technology in general; whenever they attempt to get involved and learn, they just get yelled at for being newbies and told to go elsewhere. The open source community may have lost a genius member just now because you decided to be a jerk and therefore put off the asker from even wanting to write open source software anymore.

Just remember this next time you have a question about anything (which is inevitable). I don't want to hear it when you're stuck with no answer because everyone yelled "Get lost! You should know the answer."

Re:why (1)

1u3hr (530656) | more than 6 years ago | (#22317210)

And again, why ask Slashdot?

Because he wants to get posted on Slashdot. Like every other "Ask Slashdot" topic, it's carefully crafted to create the greatest number of responses, and quite likely as fictional as a "Letter to Penthouse". So address the topic abstractly if you like, but don't think it's about a real person with a real problem.

Unusual? (2, Insightful)

nurhussein (864532) | more than 6 years ago | (#22316522)

"I have code that I've written for my current company that I'd like to open-source. The only problem is that my company has the usual clause that says that anything I write belongs to them.
If you wrote it for them, it's not usual that it belongs to them, is it?

Re:Unusual? (1)

cyphercell (843398) | more than 6 years ago | (#22316602)

I don't know what you mean by the word "for", but usually, your corporate overlords own the thoughts in your head if they happen on company property and you signed some crap you didn't read when you got hired. Why? What did you do buddy?

Don't ask /. (0)

Anonymous Coward | more than 6 years ago | (#22316556)

Slashdot is not a lawyer.

Re:Don't ask /. (1)

pclminion (145572) | more than 6 years ago | (#22317428)

Slashdot is not a lawyer.

Yes. That certainly explains the total lack of all law-related articles here. Around here we do NOT discuss copyright infringement, programmer unionization, corporate liability for software flaws, or anything even remotely like that. No sir.

In fact merely THINKING about discussing the intricacies of law, when all parties are not holders of law degrees, should be grounds for immediate imprisonment. How's that?

Simple, maybe? (5, Insightful)

BitZtream (692029) | more than 6 years ago | (#22316568)

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

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

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

Re:Simple, maybe? (1)

cyphercell (843398) | more than 6 years ago | (#22316664)

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

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

Re:Simple, maybe? (1)

scatterbrained (144748) | more than 6 years ago | (#22317048)

http://ecos.sourceware.org/assign.html [sourceware.org]

has the form that eCos (open source RTOS) has been using to assign copyright. Maybe this will give you some ideas.

And you came to /. with this problem? (2, Insightful)

rhadc (14182) | more than 6 years ago | (#22316572)

You need a laywer, sir.

Re:And you came to /. with this problem? (2, Informative)

pvcf (150815) | more than 6 years ago | (#22316668)

Best advice in this whole thread so far.

You mentioned something about another project. Note that there is a difference between development you do on "your" time versus stuff you do on "their" time. If you used any of the company's resources, or spent any time doing work on the project while you were being paid by the company (with respect to normal work/office hours as stated in your employment contract if applicable). Then they own at least a portion of it and need to be considered in any decisions with respect to the dispensation of the code.

Get yourself a lawyer. Really.

Signed,

Been there, done that.

Re:And you came to /. with this problem? (0)

Anonymous Coward | more than 6 years ago | (#22316962)

With many (most?) companies, whether the project was worked on using company time and resources doesn't necessarily even matter. Non-competition agreements are more likely to kick in. Just because you wrote an awesome search engine at home doesn't mean you, as a Google employee, can release your search engine because it was "a personal project".

The most frustrating point of working the software industry is the contract clause of "We own everything you code, regardless of when are where it is coded. You're not allowed to secure a financial future for yourself outside the company". I'll be negotiating a contract with my new employer soon, and I'm going to try and weasel out of that one. Yeah, right.

Re:And you came to /. with this problem? (5, Insightful)

QuantumG (50515) | more than 6 years ago | (#22316860)

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

All he has to do is ask his employer if he can have the code. Get the agreement in writing, yes. Hire a lawyer? What the fuck? If I was his employer and he hired a lawyer, I'd fire him.. and don't say I couldn't, I'd find a reason.

Re:And you came to /. with this problem? (1)

NevermindPhreak (568683) | more than 6 years ago | (#22317018)

A lawyer can put terms in legally-binding writing, so that his company can't come back years down the road and say "you stole our code, you owe us money."

I think you're confusing the tone of the response. "You need a lawyer", in this case, just means that you need to cover your ass, in a legally-binding way. There is no conflict involved. (Though, that is the typical reason people get a lawyer.)

Re:And you came to /. with this problem? (1)

snl2587 (1177409) | more than 6 years ago | (#22317052)

And clearly, you are not an American.

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

The American legal system is a terrible thing, and the least you can do is get a lawyer to protect yourself.

Re:And you came to /. with this problem? (0)

Anonymous Coward | more than 6 years ago | (#22317162)

In most states of the good, old USA. You don't need a reason to fire someone.

And you came to /. with this "business model"? (0)

Anonymous Coward | more than 6 years ago | (#22317236)

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

Yeah! Create your own broadband network! Oh wait.

Re:And you came to /. with this problem? (0)

Anonymous Coward | more than 6 years ago | (#22317242)

Although if you did fire him you'd probably get sued, since he'd already have the lawyer and you're not a big enough pussy to turn to a lawyer and find out if the reason you found for firing him could get you sued.

No you don't need a lawyer (0)

Anonymous Coward | more than 6 years ago | (#22317120)

The entire US has been nearly destroyed by lawyers getting into almost everything.

Just ask your boss if they no longer need the code, and if not then can you purchase the copyright for a token $1? It's clearcut, yes/no.

Lawyers aren't required, unless you really want to help feed the parasitic class.

Re:And you came to /. with this problem? (1)

CaptainCarrot (84625) | more than 6 years ago | (#22317152)

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

You work... (0, Flamebait)

sean22190 (1076889) | more than 6 years ago | (#22316576)

for a closed source company?!? No help for you!

Why must people... (1, Funny)

ohtani (154270) | more than 6 years ago | (#22316896)

start off their sentences in the subject on this site?

Because it's (1)

PakProtector (115173) | more than 6 years ago | (#22317088)

tradition, you high UID person.

Not yours (5, Insightful)

BalanceOfJudgement (962905) | more than 6 years ago | (#22316582)

Sorry dude, you're out of luck. The code is still theirs. Their ownership of it is not predicated on whether or not they actually decide to use it.

You can always ask them if they'll give it to you. I've done this successfully. If they really have no interest in it, they might be willing to discard it.

Re:Not yours (1)

shawn(at)fsu (447153) | more than 6 years ago | (#22316738)

I was going to say much the same. They paid you for the time you spent working on it, its more or less their code. Well not more or less mostly more.

You didn't read the summary. (4, Informative)

HappyEngineer (888000) | more than 6 years ago | (#22316776)

You seem to have missed the point. The author is asking for a document he could give to his employer that they could sign that would open source the code. It's right there in the summary: "I've looked online to try to find a legal document I could present to my employer to get them to sign off on it".

Re:Not yours (1)

malevolentjelly (1057140) | more than 6 years ago | (#22317030)

I will second this comment. You signed an agreement that said all the work you do belongs to them. You can't free "your" project. Chances are the company will see it as a threat to have a free competitive implementation of something you do available at no cost.

Explain that it lower your costs (2, Informative)

snowtigger (204757) | more than 6 years ago | (#22316584)

Why don't you talk to the person in charge of software ? That might be easier than dealing with the legal team....

One approach is to explain that by releasing software components to the open source community, you'll get other people to improve and test your software. This reduces your costs and people in charge tend to like that :)

You're screwed (0)

ShieldW0lf (601553) | more than 6 years ago | (#22316588)

That's what you get for signing such a contract. You should never sign such a contract. You should specifically say that you own things you create during your own time, and ideally you should use different technology to develop your private enterprises than what you use for your clients. That way, it is abundantly clear that you didn't copy anything. A two-year non-compete agreement is more than sufficient to protect their interests against you.

If you want to do things on your own time and reuse them at work, or reuse your existing code base to deliver solutions better and faster, grant your employers an unlimited license to use the things for free, charge them through the nose in hourly fees, stipulate that you own any improvements to your code that don't contain their business logic, and abstract their business logic out well during design so your code doesn't get polluted.

If you're a good coder, you have to protect your right to make a living. These big development houses are competing with each other, and if you aren't making them rich, they'd just as soon you weren't allowed to work anymore in the industry. They'll screw you if you let them.

Re:You're screwed (0)

Anonymous Coward | more than 6 years ago | (#22316816)

That's what you get for signing such a contract. You should never sign such a contract. You should specifically say that you own things you create during your own time, and ideally you should use different technology to develop your private enterprises than what you use for your clients.

WTF are you talking about? This is presumably code he wrote on the job.

Re:You're screwed (2, Insightful)

harlows_monkeys (106428) | more than 6 years ago | (#22317078)

NJice rant. Too bad it has nothing to do with the question at hand. The questioner specifically said the code was written for work.

Work for small companies ... (1)

Swizec (978239) | more than 6 years ago | (#22316596)

... because they let you GPL the stuff you work on from the get go. You just mention when you begin that working with GPL will make you more efficient, quicker and cheaper because you will be able to use a miriad of pre-made solutions. Mention also that whatever you create will also be GPL.

In most cases they will agree to it and you will benefit much more than they will because you will be able to use the code you create forever more.

There's an example accompanying the GPL (3, Informative)

RGRistroph (86936) | more than 6 years ago | (#22316612)

If you look in the file usualy attached to any GPL'd code, for example /usr/src/linux/COPYING on many linux distributions, you will see that part of the file is the actual GNU Public License and part is an explanation and philosophy and so on. If you want to open source your work, I'd hope you would have read that file at some point . . . but in any case, here is the relevant portion:

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

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

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

I like that copyright disclaimer because it is short and simple. No doubt someone suffering from the brain damage of a legal education could provide you with a longer one.

Re:There's an example accompanying the GPL (2, Informative)

pete-classic (75983) | more than 6 years ago | (#22317142)

I searched the replies to this story desperately, praying that someone else had actually read the freaking GPL.

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

-Peter

Re:There's an example accompanying the GPL (3, Funny)

STrinity (723872) | more than 6 years ago | (#22317312)

Ty Coon, President of Vice"
That's racist.

Get them to do it (0)

Anonymous Coward | more than 6 years ago | (#22316616)

Legally if you want copyright of the stuff then it might be quite complicated.

Why not get the company to release the software under an open source licence? They still own the copyright but you can do the same as you could with any other software under the same licence. This serves your purposes and if a Director signs the release to make it clear that it was authorised then you shouldn't have any problems.

Copyright transfer agreement (2, Informative)

itsybitsy (149808) | more than 6 years ago | (#22316618)

What you need is a clear transfer of all copyrights, patents and trademarks in the specific program from them to you. Look for a copyright transfer agreement, they are quite particular.

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

If you wrote it on your own time with your own equipment and not on their premises then they really shouldn't have any problem writing you a release of any of their possible copyrights, patents and trademarks in the work - since it wasn't a work for hire. You might need to state that you didn't incorporate any lines of code from their work into your code. You'll also need to clarify if their work has any of your code in it - that could be a sticky point (a.k.a. SCO) if it's not clarified now in writing.

However it's complicated by them having a similar program that they are commercializing.

Really you should consult a lawyer rather they us fiends.

Re:Copyright transfer agreement (1)

John Hasler (414242) | more than 6 years ago | (#22316770)

And that agreement need not mention what you intend to do with the code, though you might want to give them a seperate letter promising to release the code as Free Software and to give them credit for supporting the initial development.

Don't. (0)

Anonymous Coward | more than 6 years ago | (#22316652)

Next time, don't sign away your code. I'm assuming that this is about code that you wrote on your time. Anything you write with company assets or on company time is theirs, but don't sign contracts which entitle the company to everything you do in your spare time. As long as they own the code, they get to decide. You have to talk to them and get *them* to publish the source.

Re:Don't. (0)

Anonymous Coward | more than 6 years ago | (#22317180)

Jesus fucking Christ - another idiotic response from someone that couldn't be bothered to read even the first damned line of the story. The one that says "I have code that I've written for my current company that I'd like to open-source."

Re:Don't. (0)

Anonymous Coward | more than 6 years ago | (#22317292)

Code written for the company need not be written with company resources or on company time. Here's a scenario for you, because you apparently lack the imagination and make up for it with profanity: It may just be something he wrote on his own to make his job easier (happens more often than you'd expect), which might explain his desire to own and open source the code, but unfortunately he signed it away with his employment contract.

Ask your company to release it as GPL (1)

honestas (1233958) | more than 6 years ago | (#22316654)

Your company owns the copyright. 1) You might convince them to assign the copyright to you (fat chance). In that case, you need a signed document. Just do an internet search for a standard copyright assignment form. You need somebody with authority in the company to sign-off on the copyright. 2) You might convince your company to release the software under the GPL. At that point, it becomes GPL licensed to the world, which includes you. Try to sell this as a benefit to your company. 3) You could do a clean-room rewrite of the code. Basically, rewrite the product from scratch using your superior knowledge. 4) Carefully examine your contract for a loophole. If you are a contractor, and not an employee, then research the work for hire doctrine. You might actually own the program. Otherwise, if you are regular employee, there is not much you can do. My advice, don't just post it to source-forge. Even if you acted as though you owned the program, the company still owns the rights and could enforce them 10 years down the road. IAAL

Better idea (0)

Anonymous Coward | more than 6 years ago | (#22316662)

How about you forget this and go do some work for the company that cuts you a paycheck?

Talk to your manager (2, Informative)

SSpade (549608) | more than 6 years ago | (#22316666)

You can't release it without management buy-in. Your manager knows vastly better than you whether that could happen, and how to get it to happen.

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

That depends (2)

caller9 (764851) | more than 6 years ago | (#22316670)

Why was your project dropped?

Politics / Good 'ol Boy / Politics

-OR-

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

If the former, keep plugging at it but get a lawyer. If the latter, save everyone some time and refocus your efforts. Tough love, sorry but serious.

Buy it from your employer (1)

SurturZ (54334) | more than 6 years ago | (#22316676)

Buy the source code from your employer, then release it yourself. Burn three copies of the code to CD, and seal two in envelopes and write "This is the code I'm buying" on the outside, one for you, one for your employer. You work off the third copy.

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

I wouldn't blame your employer for refusing to sell you the code, though. One assumes it is relevant to the business they are in, and selling it to you risks you developing a competing product.

You can prevent it happening in the future (2, Insightful)

nano_sprite (1192681) | more than 6 years ago | (#22316694)

I would suggest starting any project by building on another project that is already open-sourced therefore the GPL or whatever license would mean that your new project is automatically in the public domain.

Re:You can prevent it happening in the future (0)

Anonymous Coward | more than 6 years ago | (#22316714)

Excellent idea, if you want to get some first hand court experience. If you don't solve the ownership problems first, working on GPL projects while being employed by a closed source company puts the GPL project, your job and your employer on the line.

Open sourcing what you don't seem to own (4, Informative)

NetSettler (460623) | more than 6 years ago | (#22316720)

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

I'm not a lawyer but...

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

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

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

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

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

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

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

Open downloading what you don't seem to own (0)

Anonymous Coward | more than 6 years ago | (#22317284)

"Copyright does not transfer by accident."

Of course it does. [piratebay.com]

make a contract (0)

Anonymous Coward | more than 6 years ago | (#22316728)

The best way to make sure you don't have any legal complications arising from this in the future would be with a simple contract to transfer ownership.

All you need for a binding contract is offer, acceptance, and consideration. Consideration means that both sides have to get something. The other side could get something symbolic from the deal, it won't matter, courts will enforce the contract.

So, if your employer is willing to let you have the code copyright, offer them a dollar for it. If they accept, the contract is done, and the ownership is transferred. If the company tries any legal shenanigans in the future, the case will be a very simple contract case that likely won't get past summary judgment.

Just make sure the company accepts the dollar. Symbolic consideration is valid, but consideration on paper only is not.

IANAL, and this is not legal advice.
I am a first year law student who is currently taking an introductory contracts course.

I do this regularly, but... (4, Insightful)

adamkennedy (121032) | more than 6 years ago | (#22316744)

I do this all the time, in fact most of my open source code was done on someone else's dime.

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

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

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

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

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

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

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

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

Sadly, neither of these apply in your case.

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

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

Good luck though.

Quality code? (0, Troll)

Anonymous Coward | more than 6 years ago | (#22316778)

Probably not.

Probably you were asked to assemble something right away and it took years to stabilize. i know it has heppened to some of my projects.

So I've decided to reimplement the stuff on my own following my own advice. Guess what? The new code is better and I'm releasing it as open source and I'm not giving it back to my employer, well sometimes I do, only if they are kind to me.

The way I see it the code is theirs if I write it at the office. The code is mine if I write it at home. So, I just make sure I don't bring the crap from office to home and I unit test everything at home, something I'm not always allowed at the office, so in the end their code is crap and can't be maintained no more, while mine is already in a library, unit tested and all.

The more I write code I realize there is no need to write so much code. Simply implement the functional spec with as little code as you can. The rest is testing.

The theory says I should work 100 hours a week, but I work less than 40. It also says that my company should be capitalizing on my code, but it is only gathering garbage that they will need to dump anyway. The same theory says I should be undercapitalized and loosing my judgment. My capital is my open source code which I may take with me where ever I go. I can do magic in any company if they want me to.

Think of MySQL. You can give away your sources, but knowledge is something you can't give away. Simply put, people don't understand it, so you are protected from theft, while companies filled with MBA guys can't compete with you because they are loaded of code that doesn't do what it is expected to do and can't grow, can't be maintained, they are only gathering costs, not value.

In the end only opne source companies will exist. Closed source companies will agonize for one decade or two, but they will be surpassed by open source companies, because no closed source company can maintain their knowledge locked. Knowledge wants to be free.

Re:Quality code? (1)

larry bagina (561269) | more than 6 years ago | (#22317116)

Im thinking of MySQL. I'm thinking of the closed source version they sell.

Bad luck (2, Informative)

bennnose (1233968) | more than 6 years ago | (#22316792)

They paid you to do a job - they own it, thats what you agreed. Legally and morally. If you want to develop code on your own time and fund the exercise yourself - then you can own it.

Not hard (1)

QuantumG (50515) | more than 6 years ago | (#22316810)

simply ask your employer to sign a copyright disclaimer. Something along the lines of: [Company Name] disclaims any copyright on the work [Software Name]. And get the directors of the company to sign it over. If you want to be really bold, ask them to assign the copyright to you instead of just disclaiming any ownership they might have over the copyright. Companies are often happy to do this if the work honestly isn't of any value to them.

First get agreement (2, Interesting)

jihadist (1088389) | more than 6 years ago | (#22316822)

First, go to them with a list of all the positive things releasing the code under a GPL would do:

1. Others will help you.
2. Good publicity.
3. Ability to sell consulting services.

Then, find yourself a standard contract and mod it with the help of a lawyer friend. If you ask here, there ARE lawyers on Slashdot and they'll probably help.

Re:First get agreement (0)

Anonymous Coward | more than 6 years ago | (#22317388)

"If you ask here, there ARE lawyers on Slashdot and they'll probably help."

Lawyers on Slashdot? I kind of doubt there are any lawyers smart enough to read Slashdot!

Just ask? (4, Insightful)

bunyip (17018) | more than 6 years ago | (#22316844)

So, here's a theory - how about just asking?

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

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

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

Alan.

Three things you need (3, Informative)

gujo-odori (473191) | more than 6 years ago | (#22316884)

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

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

3) A very accommodating attitude. If there are any costs to your employer to do the transfer, you may be asked to pay them. If so, and you can afford it, suck it up and do it. If you can't afford it, thank everyone sincerely for their time and approval and effort on your before, and explain that you can't afford to pay that much, and walk away from it. And of course, if they say no, regardless of the reason, be gracious and thank the appropriate people for considering your request.

A possible bussiness argument (0)

Anonymous Coward | more than 6 years ago | (#22316954)

I am not a lawyer and I don't have a business degree so take my idea with a grain of salt. Why not suggest to management that they donate unused code to the Free Software Foundation for a tax write off.

Reverse engineer it. (1)

Spy der Mann (805235) | more than 6 years ago | (#22316960)

In other words, recode it, change its structure, improve it and make it incompatible with the old code's API. That's what I do.

chocolate starfish (0)

Anonymous Coward | more than 6 years ago | (#22316966)

i hate closed source but love the sound of "chocolate starfish" and think of anus

Well, there's always THIS option: (1)

gandhi_2 (1108023) | more than 6 years ago | (#22317034)

As was found in the case of Finders v. Keepers (1998), you could release said code under the GNU Lesser Bit Torrent Licence. [torrentreactor.net]

open sourcing code (1)

bapple03 (854267) | more than 6 years ago | (#22317068)

Your best bet is to contact the legal department within your company. I checked into this once with my employer. They were not certain about their own policy, but said they were open to the idea. That is where I would start. Its so ironic. The one thing their policy was clear on was that it was ok for us to consume open-source code.

Two Concerns (1)

cfulmer (3166) | more than 6 years ago | (#22317070)

You actually have two problems: First, you want to publish the code under an open-source license. And, second, you want to cover your butt in case somebody at the company doesn't like it in the future.

Your best chance for releasing the code as open-source is by convincing the company that there is no way that it could be hurt by the release and that it may benefit. So, make sure it doesn't conflict with any product the company makes or could make. Make sure the code is clean (no comments about the boss) and your best work (if people see the code, you don't want them thinking "man people at company X are idiots.") Come up with reasons why making it open-source would be a good thing. Remember, the company is there to make money.

Does your company have in-house counsel, or does it farm everything out to a law firm? If they farm everything out, there is a very good chance that the company will say no -- they don't want to incur legal fees just so you can publish this software. If they have in-house counsel that's reasonably technically savvy, talk to your boss about it and then approach the company counsel.

When was it conceived (3, Insightful)

JWSmythe (446288) | more than 6 years ago | (#22317122)

More than likely, your idea is property of that company. Not only the code you wrote while you were there, but any ideas that you formed during the same period.

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

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

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

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

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

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

Solution (0)

Anonymous Coward | more than 6 years ago | (#22317400)

yea gimme root, I'll distribute it.

Really want to release it? (0)

Anonymous Coward | more than 6 years ago | (#22317174)

Look, you know what the company is going to say. So, just delete all copies from the company's servers (since they don't want it any more), move on to another job, and a few months later release it through someone else. Most likely the company will never make the connection.

Illegal? Sure. Unethical? Yep. But wouldn't they do the equivalent to you, given the chance?

Screw em (0)

Anonymous Coward | more than 6 years ago | (#22317184)

Your dumb ass employers have no clue how to read source code. Open source it...make no mention to your dumb ass company. They're doing shit with it. They're not going to spend money to track your code if they're doing nothin with it. You worry too much.

re-write it and open source it (2, Insightful)

jb.cancer (905806) | more than 6 years ago | (#22317238)

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

Ask them (2, Informative)

kaszeta (322161) | more than 6 years ago | (#22317248)

Well, if you signed a contract[1] that says that even the stuff you wrote in your spare time is theirs, well, there's exactly one way forward....

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

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

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

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

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

Here we go again. (1)

fishbowl (7759) | more than 6 years ago | (#22317426)

Authorship, copyright, rights reserved under work-for-hire agreements, employment contracts, are all potentially very complex concerns that vary greatly depending on locale.

And you have asked for advice on a forum where the amateurs who think they know everything about the subject will be happy to respond, and the attorneys who practice labor, contract, and intellectual property law will neither be able to get a word in edgewise nor give anything but the most general advice, due to the very vague statement of your situation.

Perhaps before you start your next job you will have the foresight to arrange things so that your work is copyright you, all rights reserved to you, and licensed to the other party in your contract.

Then we can hear from THEM asking slashdot how they can abuse the careful terms of your license, rather than hearing from you about how you willingly entered into an abusive but legal labor situation.

Just get them to license it to you (2, Interesting)

iabervon (1971) | more than 6 years ago | (#22317472)

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

As far as whether you should try to get the copyright, having this company own the copyrights and only license it to you under the GPL and then have you work on it and only license your changes under the GPL means that nobody can change the license, since neither of those two copyright holders are likely to agree on a change. This can be preferable for end users over having a single copyright holder who could legally take future versions closed-source.

Similar Problem (0)

Anonymous Coward | more than 6 years ago | (#22317498)

This is similar to a problem I may be having in the future, so I'll float this out there. I am currently thinking of starting a website and/or open source project, as well as being in charge of a few small (and for the most part unsuccessful) open source projects. There is also a good probability I will be hired in the next few months at a large corporation. I'm not a computer programmer, but a scientist, and the clause would mostly deal with patents instead of copyright, but who knows.

Assuming I sign a similar document, would I be allowed to continue working on these projects? I know it would mostly depend on the wording of the contract, but I'm just wondering of anyone with similar experience.

Why bother open sourcing the old code (2, Insightful)

Orion Blastar (457579) | more than 6 years ago | (#22317540)

when you can write a different way of doing it with new code that uses a different way of doing it on your own time, that isn't like the old code or the code they replaced it with?

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

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

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

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

Anyway I agree with others, you should be talking to a lawyer instead of Slashdot.
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