Hacker News Board Hacker News, browsed like a classic message board
Live data from Hacker News

Ask HN: My company wants my side project. What can I do?

news.ycombinator.com

Post reply on HN
Print view View original

231–240 of 327 posts

Re: Ask HN: My company wants my side project. What can I do?

#231

Post by dmh2000 »

rvnx wrote: post #158
greggman2 wrote: post #39

IANAL and I'm sure this will get downvoted since people won't like what I have to say. I'd concentrate on the positive rather than the negative, that if you get to work on this project via your employer from this point on you'll be getting paid to do the thing you were doing for free. Getting paid for past work seems unlikely. You already admitted you didn't care about compensation by open sourcing the project. You w…

Well, for Google it's not that ideal. Google claims 100% of the IP done inside and outside of your work. "As part of your employment agreement, Google most likely owns intellectual property (IP) you create while at the company. Because Google’s business interests are so wide and varied, this likely applies to any personal project you have. That includes new development on personal projects you created prior to employ…

If that's in the Google employment agreement, I salute them for using plain understandable wording, so one can agree or not. instead of EULA-ish doublespeak.

Re: Ask HN: My company wants my side project. What can I do?

#232

Post by ghaff »

mch82 wrote: post #165
monocasa wrote: post #27

Earlier quoted context omitted.

For the future, I would totally read Social Architecture. It's available here for free (libre and gratis), and is not long, 100 pages or so printed. https://hintjens.gitbooks.io/social-architecture/content/ A huge part of that is how to structure an open source project so that it can't be taken from the community. Basically a combo of GPL and taking community contributions without having them assign copyright to you…

> Basically a combo of GPL and taking community contributions without having them assign copyright to you is the most full proof way to keep something open source. Sorry, but your advice is refuted by research. Both GNU and Apache ask developers to sign contributor licensing agreements. For Apache, see “ASF Contributor Agreements”, https://www.apache.org/licenses/contributor-agreements.html . For GNU, see “Copyright…

Opinions differ on CLAs. There are certainly arguments for them as laid out in that article.

There are also arguments against them in many cases, including that they create friction for new contributors. "Oh, I have to sign this agreement which means talking to my company's legal staff? I think I'll just pass."

The parent is also probably right that GPL with no CLA makes it much harder to change a project's license. This actually came up when GPL v3 was released. As it turned out, Linux apparently didn't want to change Linux from a v2 to a v3 license. But there were also legal questions about whether he could do so by himself even had he wanted to. (Though Eben Moglen argued at the time that he maybe possibly could have for various arcane reasons.)

ADDED: I recorded a podcast on this and related issues recently: https://podcasts.apple.com/us/podcast/open-governance-chris-...

Re: Ask HN: My company wants my side project. What can I do?

#233

Post by bob33212 »

fblp wrote: post #225
bob33212 wrote: post #200

Send this letter to your manager and your manager's manager. [Manager Names] My time at [Company Name] has been a great experience. It has been a pleasure working with you. As you may know I created [ Open source project ] on [Date] and have enjoyed growing the product and user base. Building and supporting successful products is something I enjoy and will be looking for opportunities to do that outside of my current…

This advice is absurd. OP: My employer wants IP I've created. I want to negotiate compensation for it. Your advice: Start by sending them a resignation letter. Negotiations are all about relationships and starting by triggering others fears of abandonment is not the way to collaborate to a mutually beneficial option. I would suggest that the OP asks the if the employer would be open to discussing what he wants "given…

In that case the employer is going to hear " I want more money because I think you owe it to me". It is very easy for the employer to respond with "We don't feel the same way because X,Y and Z reasons or we cannot afford to pay you for the work you did for free".

Negotiations are about leverage. Having a good relationship with someone is great. But they are not going to give you a big chunk of money because the like you. They are going to give you a big chunk of money because they need to you stay on when you are on your way out the door.

Re: Ask HN: My company wants my side project. What can I do?

#234

Post by Sanzig »

lukevdp wrote: post #138
prox wrote: post #103

Earlier quoted context omitted.

I wholeheartedly agree with your comment. The core is that OP created something of value, in his own time. So there should be a value exchange of some sort.

Depends entirely on the employment agreement. Many will automatically assign ownership of any code written to the employer.

Which, depending on case law in a particular jurisdiction, may or may not actually be enforceable. This is exactly why you would want to talk to a lawyer: they can tell you if you have a leg to stand on.

The employer might be under the impression that all the terms in the employment contract they pulled off FreeLegalTemplates.net are enforceable when they aren't. Going to a lawyer first gives you the ammunition to politely point out that you are in fact the one in the right here.

Re: Ask HN: My company wants my side project. What can I do?

#235

Post by ghaff »

monocasa wrote: post #230
mch82 wrote: post #165

Earlier quoted context omitted.

> Basically a combo of GPL and taking community contributions without having them assign copyright to you is the most full proof way to keep something open source. Sorry, but your advice is refuted by research. Both GNU and Apache ask developers to sign contributor licensing agreements. For Apache, see “ASF Contributor Agreements”, https://www.apache.org/licenses/contributor-agreements.html . For GNU, see “Copyright…

A CLA isn't necessarily a copyright grant. The Apache one for instance doesn't have you assigning copyright to the Apache foundation. It's just signing that you actually own the works in question. I have issues with the GNU assignment. It means that we're reliant on future owners of the GNU project to not ever relicense the codebase. A single owner is a single point of failure.

I've heard that sort of thing called a developer certificate of origin or something along those lines.

The FSF is arguably something a bit unique. But most of the point of a CLA is to give a company/organization ultimate control over a code base so that it can dual license, etc.

Re: Ask HN: My company wants my side project. What can I do?

#237

Post by clucas »

School-Cotton wrote: post #219
clucas wrote: post #206

Earlier quoted context omitted.

There are things that you can't contract away. An obvious example in the U.S. is that even if you have a contract saying you have to work for someone for no pay, forever, with no possibility of getting out the contract, it would be unenforceable because we, as a nation, have decided that slavery should not be legal. It turns out, many of these un-contractable issues involve the employer/employee relationship... anoth…

Sure, plenty of stuff is unenforceable in contracts. Is there any evidence that this particular sort of extremely common clause is in that set?

The fact that the employer/employee relationship is so carefully controlled (specifically to limit the power the employer wields over the employee outside employment) is what makes me suspect that at least some jurisdictions would decline to enforce an employment contract provision that gave the employer ownership over all IP the employee produces, even if the IP is produced off-hours, without use of the employer's equipment, and not having any relationship to the employer's business.

Again, I don't actually know for sure - I'm not an expert in this area of law. But I think there is enough evidence in the rest of (U.S.) employment law jurisprudence to indicate that it's not open-and-shut in favor of the employer.

Re: Ask HN: My company wants my side project. What can I do?

#238

Post by marcus_holmes »

ryandrake wrote: post #216
rodw wrote: post #192

Earlier quoted context omitted.

It doesn't. IANAL but I'm pretty sure that no matter what the contract says an employer's claim on work that an employee does on her own time and with her own equipment and unrelated to the company's IP is not "obviously" something that will stand up in court. I don't know if there is relevant case law but this seems like the kind of claim that is likely to be invalidated in court. Of course at least one and possibly…

These things all depend on the country and state/province in which you are employed. Whenever this topic comes up on HN, all these armchair lawyers come out of the woodwork and start making blanket statements about what they are "pretty sure" is allowed, but this issue is dependent on what's in your contract, and what your national and/or local laws allow companies to claim. "Talk to a lawyer" is the best answer to s…

totally agree with the above, but I'd like to point out that any contract is an agreement between two parties. If the two parties involved decide to change that agreement amicably, that's fine. Court battles are the last resort, not the first move.

So even if the legal opinion is that you don't have a leg to stand on, you could still get everything you want if your employer agrees to it. I would try to negotiate from that stance, instead of a legal one. So "yes, boss, I understand that contractually the IP is yours, but the community is mine, and the goodwill is mine, and the IP is worth nothing without those, because the community will just fork the code. So let's talk about how this is going to work..."

Re: Ask HN: My company wants my side project. What can I do?

#239

Post by edw »

goatherders wrote: post #170
DyslexicAtheist wrote: post #168

Earlier quoted context omitted.

it does look like an open/shut case. and without knowing full details this would also be my first reaction. But IMO it's still worth talking to (2 or 3) lawyers which specialize on the subject[1]. It gets expensive only if you decide to fight - and you don't need to make that decision just yet. Just asking a legal expert to review your case isn't going to be outrageously expensive, but gives you a better understandin…

Agreed/good post. It never hurts to talk to a lawyer. And a good lawyer is one who will tell you the truth, which is sometimes you dont have a left to stand on.

Another thing good lawyers generally tell their clients is not to litigate and try to work things out. This seems like a great example where there seems to be goodwill on both sides and appeals to fairness and decency and reasonableness might be far more effective than belligerence. I recommend all of the above even if you do have the law on your side -- life is short and memories are long.

Re: Ask HN: My company wants my side project. What can I do?

#240

Post by dahart »

thayne wrote: post #72
batoure wrote: post #63

Earlier quoted context omitted.

Always always always talk to a lawyer. If your dog walker (at the peak of their career) friend was like “I need a website” you wouldn’t be like “learn JavaScript” you would say find a programmer. If I had 10 dollars for every time I had to spend weeks convincing an engineer friend to talk to an attorney and then when they finally did it got dealt with in 30 minutes... Lawyers are just “full stack law architects” do y…

I find kneejerk advice to consult lawyers for anything that concerns the law frustrating for two reasons: 1. It never seems to be accompanied with advice on how to find the appropriate kind of lawyer. 2. It almost always seems to ignore the fact that lawyers are expensive. Sure, there are times when that cost is warranted, but I don't think it is right to ignore it. For example, in this case, it is probably only wort…

Having gone through this myself, I agree with #1, it’s sometimes hard to find the right lawyer. But I guess that means start looking now.

Your #2 reason is tricky because individuals who need the advice to seek out a lawyer already don’t understand the value of having a lawyer, so they have no way to gauge the financial cost of hiring one. That makes a lawyer seem very expensive, when in reality sometimes the risk of not having one is much greater than the cost.

A few years ago I had a side project I wanted to turn into a company, but not enough money to do it full time. So I applied for a job. The employment contract they wanted me to sign had a non-compete that was vague enough that my side project would be in conflict with my job.

I was very worried about spending $2k to hire a lawyer to write an exclusion clause into my employment contract. It seemed like a lot of money to me. But I did it, and for the money I got a single paragraph of text that excluded my company from ever being considered “competition”. (Actually the real value was not the text, it was that my employer knew the text was written by an employment lawyer, so they accepted it and didn’t push back.) Later I left that job to start my own company, and then sold it a few years after that. Without the clause, I could have risked the entire thing. In retrospect, it was some of the best money I ever spent, worth every penny.

Post reply on HN