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Startup crisis. Dorm room style.

news.ycombinator.com

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Re: Startup crisis. Dorm room style.

#61

Post by nkohari »

menloparkbum wrote: post #34
nkohari wrote: post #19

Earlier quoted context omitted.

IANAL, but it sounds like it's work-for-hire. If you pay someone to do work (particularly by the hour), it's my understanding that they own the intellectual property you generate.

Unless explicitly stated otherwise in a written contract, the IP rights belong to the creator (programmer in this case), not the employer. http://en.wikipedia.org/wiki/Work_for_hire

Interesting. I hadn't read the background of WFH. I guess in this case we're talking about contract work, because there's no physical office or purchase of equipment (two tests that are typically applied in determining employee vs. contractor). That means that all of the created IP belongs to the author. (Although, again, IANAL. :)

Re: Startup crisis. Dorm room style.

#62

Post by melvinram »

I don't think your roommate is being malicious. He probably told his dad about the project and his dad being the lawyer that he is, said "hey, have him sign this contract." And because it was a 17 page contract, your friend didn't even read it.

I would have an open & honest conversation with him about what your vision is for the software and what expectations you have for compensation, including equity.

If you can't have this discussion, walk away. It's a good indicator that you two won't be able to work out tougher problems in the future.

PS: This conversation doesn't have to be a tense situation. In fact, if you are excited about the future of this software, communicate it and maybe he'll catch the fever.

Re: Startup crisis. Dorm room style.

#63

Post by brlewis »

dpapathanasiou wrote: post #59
menloparkbum wrote: post #40

Um. There is some really bad advice in this thread. In fact, nearly everyone is giving you bad advice and doesn't seem to know anything about copyright law. First - YOU own all the rights to the code, since you created it - even if they paid you. If you sign that contract, THEY own all the rights to the code. Second - It is up to you how you want to proceed, but if you want to own the rights to the code, just keep wo…

YOU own all the rights to the code, since you created it - even if they paid you. Are you absolutely certain of that? I'm not an attorney myself (nor am I trying to be flippant or argumentative), but it seems the combination of verbal contract, his continuing to do the work specified by his roommate, and his acceptance of payment may create problems for the O.P. Lawyers are assholes - DON'T let him bully you into sig…

His acceptance of payment / verbal contract amounts to him granting license, not transfer of copyright.

You don't have to take anybody's word for it. Most of title 17 is reasonably accessible:

Ownership:

http://www.law.cornell.edu/uscode/17/usc_sec_17_00000201----...

See especially the definition of "work made for hire" here:

http://www.law.cornell.edu/uscode/17/usc_sec_17_00000101----...

Re: Startup crisis. Dorm room style.

#64

Post by lux »

Definitely don't sign! It very well may have potential, and you didn't start assuming you'd be building someone else's empire. If one is being built, you should be a founder too. Technically at this point, the copyright ownership on that code is entirely yours. You've simply granted him a license to use it for his original intended purpose (handing it in for school).

It may just be that his dad pushed him to do that, but I would be concerned with trust if he's already tried to pull something like that. You do need to be able to trust the other founders.

Also, if he or his dad suggest to help work out an agreement between you two, get separate legal counsel. That's a clear conflict of interest (which if his dad doesn't disclose that to you up front, could land him in hot water too).

So you do have cards to play, but figure out if you want to play with these people specifically. Ideas are not that hard to come by, as others on here have said -- it's execution that counts.

Re: Startup crisis. Dorm room style.

#65

Post by mattmaroon »

I would advise you to talk to an IP attorney. They can probably help you rather cheaply and might not even charge.

You're going to get a lot of moderately but not fully informed opinions on this site, as you're talking to a lot of people who have probably dealt with one end of somewhat similar situations. When it comes to law you're best talking to experts who have your exact situation in mind.

Re: Startup crisis. Dorm room style.

#66

Post by jfornear »

rms wrote: post #7

Also, that really sounds like a ridiculous class. It's part of the film school? How could they expect mundanes to do programming (even HTML/CSS) in a class with no programming prerequisites? Is your friend on the only team without a CS major?

I heard one student in the class has worked on the school's website, but other than him, you've guessed right, no one even knows html.

Re: Startup crisis. Dorm room style.

#67

Post by jfornear »

sfk wrote: post #48

I don't understand two things: a) If the film school is a college, couldn't your roommate get expelled for cheating? b) Would not the college own the IP anyway?

a) The professors realized midway through the semester that they would need outside help to do this and gave him permission to use me.

b) I really don't know

Re: Startup crisis. Dorm room style.

#68

Post by streety »

jdavid wrote: post #27

lawyers charge $150-thousands of dollars per hour. For you to get legal council on this would require an expense of more than $400. If they want you to sign a 17 page legal document, ask for 17 * $650 an hour for your lawyer to read it and give you advice. I think they will get the point! And then you can all go, get a beer, and discuss some reasonable terms like everyone else suggested.

I'm not an expert on copyright law. Not in my own country and not in the US (those $s were US$s, right?).

Having said this in these ~60 comments you probably have at least 10 different opinions and everyone seems to KNOW that their interpretation is right. Assuming half of the people here actually know what they're talking about then this is clearly insanely complicated and you need professional help.

As such my vote, for what value it has, goes behind this idea.

Re: Startup crisis. Dorm room style.

#69

Post by jfornear »

edw519 wrote: post #43

OK, let me see if I got this right... Your roommate is paying you to do his homework and In order to "earn" that money, you're providing him with work that was already done before. Am I the only one who thinks there is something fundamentally wrong here? This thing was f*cked up before it started and needs to be terminated. Now. If your roommate is in college to learn something, leave him alone and let him learn. If…

It's not like that. Their professors gave permission to get outside help because they realized how absurd their expectations were midway through the semester.

There's nothing wrong with selling copies I don't think. What about that girl who made millions selling the same sparkly MySpace skin to thousands of different high school girls? I've mostly copy and pasted old stuff and changed it to fit this project. So it's not really work I've already done. Think of it like when the Quake 3 game engine is customized for Jedi Knight II or something.

Re: Startup crisis. Dorm room style.

#70

Post by jfornear »

projectileboy wrote: post #37

Dude: Just... walk... away. Seriously. Say thanks, and sorry, and just walk away. Forget the website, forget the awesome idea. Just do your best to salvage the relationship with your roommate, and walk away, or you are absolutely, positively going to be walking into a burning train wreck.

I would have already, but his grade is on the line. I just want to give him something he can turn in.
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