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Ask HN: Using an LLC to protect side project IP

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Re: Ask HN: Using an LLC to protect side project IP

#41

Post by cj »

HWR_14 wrote: post #39
cj wrote: post #37

Earlier quoted context omitted.

Yes. (Yes they’ll grant exceptions, but they probably won’t want to change the terms in your employment contract - which is fine). When starting my company (which started as a side project while working for another company), I sat down with my boss and asked if he would agree to acknowledge in writing that the company will claim no right to IP relating to my side project. I drafted an email stating that, sent it to h…

I'm curious. Have you consulted a lawyer to see if a commitment like that is sufficient? I mean, is your boss authorized to make such an arrangement?

If you asked a lawyer, they would probably say the agreement/exemption should be signed in writing (with more legalese) and not just an email agreement. That said:

There is a lot of subjectivity and interpretation when it comes to law and lawsuits.

If you went to trial, you would be showing the jury your employment agreement saying all IP belongs to the company, right before showing the jury a print out of the email saying the exact opposite. I think most jurors would side with the employee if the employer agreed to exclude IP assignment for a specific side project in writing.

That doesn’t mean your company can’t still sue you (anyone can sue anyone for nearly anything). But doing so costs everyone money (and reputation), so it’s rarely in the best interest of the company to sue employees - especially if you have a paper trail indicating your employer is aware of what you’re doing outside of work and has given you written permission.

All of the above assumes that the IP you’re creating is not something that would be competitive or damaging to your employer’s business. And that you’re acting in good faith and not misleading or somehow screwing over your employer in the process.

Re: Ask HN: Using an LLC to protect side project IP

#43

Post by traceroute66 »

AlchemistCamp wrote: post #7
rdpintqogeogsaa wrote: post #4

You seem to be looking for a lawyer. Asking concrete legal questions on a public forum is not a substitute.

A similarly brusque response could be written to many, many questions on a forum. > You seem to be looking for a doctor/lawyer/teacher/statistician/psychologist/sysadmin/_____. Asking concrete _____ questions on a public forum is not a substitute. Does that really have a positive effect, though? In my opinion, it's not a good thing for people, especially those who aren't wealthy to enough to pay every time there's so…

> They probably know that paying someone hundreds of dollars an hour is the surest way to get a good answer but lack either the ability or the will to pay it.

And getting a shit answer on an anonymous forum that is not remotely tailored to personal circumstances is an acceptable substitute ?

Especially as the answer will no doubt come from some John Doe who isn't even qualified in the topic at hand but is just regurgitating some heresy they read on the internet or heard from "a friend".

I mean, nobody here has said "I can't comment until I've seen your contract with your employer, can you email it to me ?" .

There are some things that require the services of a professional and tailoring to personal circumstances.

Sure you can go watch videos for free on YouTube that show you how to do open heart surgery, and you can probably buy medical scalpels cheaply on eBay.

But frankly I'd rather pay up and get an experienced surgeon to do it for me.

Re: Ask HN: Using an LLC to protect side project IP

#44

Post by AlchemistCamp »

traceroute66 wrote: post #43
AlchemistCamp wrote: post #7

Earlier quoted context omitted.

A similarly brusque response could be written to many, many questions on a forum. > You seem to be looking for a doctor/lawyer/teacher/statistician/psychologist/sysadmin/_____. Asking concrete _____ questions on a public forum is not a substitute. Does that really have a positive effect, though? In my opinion, it's not a good thing for people, especially those who aren't wealthy to enough to pay every time there's so…

> They probably know that paying someone hundreds of dollars an hour is the surest way to get a good answer but lack either the ability or the will to pay it. And getting a shit answer on an anonymous forum that is not remotely tailored to personal circumstances is an acceptable substitute ? Especially as the answer will no doubt come from some John Doe who isn't even qualified in the topic at hand but is just regurg…

> But frankly I'd rather pay up and get an experienced surgeon to do it for me.

Most ailments don't require a surgeon and most people don't have access to one.

Medical advice is one of the most frustrating things to google for. Far too often, the only advice to be found is to "see a physician". This is often good advice but not everyone can and I'm pretty sure that the lack of additional advice results in people improperly treating injuries, misdiagnosing ailments more often than necessary and sometimes dying.

I don't say this out of a dislike of medicine! My mother is a doctor and spent years working in Kenya a couple of decades ago and saw many, many instances of suffering that could have been avoided with today's wireless internet and some good online medical advice.

It's not worth nerfing free online advice for the benefit of people can afford to spend on advice tailored perfectly for their own situation.

Re: Ask HN: Using an LLC to protect side project IP

#45

Post by kube-system »

jitendrac wrote: post #28

If possible, make it opensource with AGPL license and invite few friends to send some initial contribution, viola now you are not the only one who owns all the IPs, also your employer will be most probably stay away from it due to licensing requirements of opensourcing all the changes made. Alternatively you can create a project with your friend as main owner and contribute to it with same AGPL license. You can also…

You can't license code you don't own to others, if in fact, you don't own it.

Re: Ask HN: Using an LLC to protect side project IP

#46

Post by jitendrac »

kube-system wrote: post #45
jitendrac wrote: post #28

If possible, make it opensource with AGPL license and invite few friends to send some initial contribution, viola now you are not the only one who owns all the IPs, also your employer will be most probably stay away from it due to licensing requirements of opensourcing all the changes made. Alternatively you can create a project with your friend as main owner and contribute to it with same AGPL license. You can also…

You can't license code you don't own to others, if in fact, you don't own it.

Yes you can, if owner(All owners with code contributions) gives you full ownership explicitly. Find contributors section on open-source projects like mysql, they only accepts pull accepts with dual licensing. also, you can use WTFPL. You get it, you own it.

Re: Ask HN: Using an LLC to protect side project IP

#47

Post by kube-system »

jitendrac wrote: post #46
kube-system wrote: post #45

Earlier quoted context omitted.

You can't license code you don't own to others, if in fact, you don't own it.

Yes you can, if owner(All owners with code contributions) gives you full ownership explicitly. Find contributors section on open-source projects like mysql, they only accepts pull accepts with dual licensing. also, you can use WTFPL. You get it, you own it.

The OP says they have:

> signed an assignments clause

Only the entity with a copyright to a work can license it.

If that assignment clause is valid for this work, then whoever they assigned it to (i.e. their employer) has the right to license it.

Re: Ask HN: Using an LLC to protect side project IP

#48

Post by jackfruit2 »

Thanks guys for your responses. Some great discussion. I definitely need a lawyer or alternatively might just develop my idea in secret and leave on completion for clarity.

I have established a LLC before I was employed by another company. The company was fine with me having both a job with them plus running my LLC after checking with legal. The IP assignments clause was a little murky hence the original question.

I knew I should have requested a contract amendment but I was desperately trying to get a job at the start of the pandemic.

Re: Ask HN: Using an LLC to protect side project IP

#49

Post by Anunayj »

HWR_14 wrote: post #36
Anunayj wrote: post #34

Earlier quoted context omitted.

or even consult your employer to give you a exception on that clause/if they're willing to change that contract with that clause removed (limit it to company working hours or work done on company resources)

Is it common for employers to agree to your suggested limitations, or is there huge pushback? Anyone have experience? Also, I wonder how useful "company working hours" is, when many companies push for more than 8 hours in a day.

yeah the "company working hours" might not really work that well, cause it's not like people stop thinking about work outside of the company, if I come up with a solution outside my company hours does that mean suddenly i own the copyright to it?

IANAL but I feel like there must be a better solution here? Maybe something like how the FSF requires a CLA on some projects, so any commits with proper --sign-off count as me as me giving permission to the company?

Re: Ask HN: Using an LLC to protect side project IP

#50

Post by HWR_14 »

Anunayj wrote: post #49
HWR_14 wrote: post #36

Earlier quoted context omitted.

Is it common for employers to agree to your suggested limitations, or is there huge pushback? Anyone have experience? Also, I wonder how useful "company working hours" is, when many companies push for more than 8 hours in a day.

yeah the "company working hours" might not really work that well, cause it's not like people stop thinking about work outside of the company, if I come up with a solution outside my company hours does that mean suddenly i own the copyright to it? IANAL but I feel like there must be a better solution here? Maybe something like how the FSF requires a CLA on some projects, so any commits with proper --sign-off count as…

I think that's an elegant addendum.
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