The ambiguity of internal software
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So here is my legal question of the week: I work for a private company on the east coast writing internal software that manages well, internal things. I see a market for this kind of software and am thinking about shrink wrapping a similar product and selling it commercially. The company I work for does not produce software as a product, so I would imagine that I wouldn't be doing anything wrong by creating a product similar to what we write internally, but hey, I'm no lawyer type. The only problem I see is since I control the internal project and its overall direction, there could be some ambiguity as whether I am working on my software or the companies... any thoughts?
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So here is my legal question of the week: I work for a private company on the east coast writing internal software that manages well, internal things. I see a market for this kind of software and am thinking about shrink wrapping a similar product and selling it commercially. The company I work for does not produce software as a product, so I would imagine that I wouldn't be doing anything wrong by creating a product similar to what we write internally, but hey, I'm no lawyer type. The only problem I see is since I control the internal project and its overall direction, there could be some ambiguity as whether I am working on my software or the companies... any thoughts?
Unfortunately for your scheme it's highly likely that your employers retain intellectual property rights over anything you invent or work on while working for them. They would in effect own your commercial product if its concept/purpose/algorithum could be shown to be the same and they would therefore be entitled to your profits. It is of course possible that they made a complete legal foobar when drawing up your contract of employment and left the door wode open for you but you'll need a fine print magnifying glass and the agreement of at least 3 lawyers to be sure even if they have.
"The secret of happiness is freedom, and the secret of freedom, courage." Thucydides (B.C. 460-400)
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So here is my legal question of the week: I work for a private company on the east coast writing internal software that manages well, internal things. I see a market for this kind of software and am thinking about shrink wrapping a similar product and selling it commercially. The company I work for does not produce software as a product, so I would imagine that I wouldn't be doing anything wrong by creating a product similar to what we write internally, but hey, I'm no lawyer type. The only problem I see is since I control the internal project and its overall direction, there could be some ambiguity as whether I am working on my software or the companies... any thoughts?
Talk to the guys in charge at your company and see if they see any conflict. Bear in mind that they may view what you have produced as IPR, so they may take a dim view of you profiting from their experience.
Deja View - the feeling that you've seen this post before.
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Unfortunately for your scheme it's highly likely that your employers retain intellectual property rights over anything you invent or work on while working for them. They would in effect own your commercial product if its concept/purpose/algorithum could be shown to be the same and they would therefore be entitled to your profits. It is of course possible that they made a complete legal foobar when drawing up your contract of employment and left the door wode open for you but you'll need a fine print magnifying glass and the agreement of at least 3 lawyers to be sure even if they have.
"The secret of happiness is freedom, and the secret of freedom, courage." Thucydides (B.C. 460-400)
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Talk to the guys in charge at your company and see if they see any conflict. Bear in mind that they may view what you have produced as IPR, so they may take a dim view of you profiting from their experience.
Deja View - the feeling that you've seen this post before.
Thanks for the input everyone. The same software exists in the market right now, but since working our own internal projects, I have a lot better ideas for how to write competing software for the stuff that does exist. As for employment contracts with my employer, I have no contract with them, and since they are in a completely unrelated line of business than software, we have no policies regarding anything like IP. Also, as far as I can tell, no part of the software is proprietary, most of the things it does is industry specific and has been in place for many years. I am considering speaking to my employer about a proposition, but I also don't want to put my job in jeopardy because of a side project. Paul Watson posted a very good point about features that are placed in my product VS my employers. It may be possible I could work out something where my employer could give me free reign, but they would get any updates / upgrades I make for free. Although, I see no reason to ever hold anything back from their software anyway, since they will always continue to develop their product for internal use and I am almost 100% confident they have no intention of going to market with theirs.
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So here is my legal question of the week: I work for a private company on the east coast writing internal software that manages well, internal things. I see a market for this kind of software and am thinking about shrink wrapping a similar product and selling it commercially. The company I work for does not produce software as a product, so I would imagine that I wouldn't be doing anything wrong by creating a product similar to what we write internally, but hey, I'm no lawyer type. The only problem I see is since I control the internal project and its overall direction, there could be some ambiguity as whether I am working on my software or the companies... any thoughts?
Netblue wrote:
any thoughts?
Ask a lawyer. Otherwise, you'll just be bombarded with opinions.
"Love people and use things, not love things and use people." - Unknown
"The brick walls are there for a reason...to stop the people who don't want it badly enough." - Randy Pausch
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Thanks for the input everyone. The same software exists in the market right now, but since working our own internal projects, I have a lot better ideas for how to write competing software for the stuff that does exist. As for employment contracts with my employer, I have no contract with them, and since they are in a completely unrelated line of business than software, we have no policies regarding anything like IP. Also, as far as I can tell, no part of the software is proprietary, most of the things it does is industry specific and has been in place for many years. I am considering speaking to my employer about a proposition, but I also don't want to put my job in jeopardy because of a side project. Paul Watson posted a very good point about features that are placed in my product VS my employers. It may be possible I could work out something where my employer could give me free reign, but they would get any updates / upgrades I make for free. Although, I see no reason to ever hold anything back from their software anyway, since they will always continue to develop their product for internal use and I am almost 100% confident they have no intention of going to market with theirs.
Netblue wrote:
As for employment contracts with my employer, I have no contract with them
:omg: You don't have an employment contract? What guarantee do you have that they'll pay you or honour holiday requests then?
Netblue wrote:
since they are in a completely unrelated line of business than software, we have no policies regarding anything like IP
Check this. Just because you think there are no IPR issues doesn't mean it's true.
Netblue wrote:
I am almost 100% confident they have no intention of going to market with theirs
Almost, but not quite. In other words, they may if there's a market. Be up front with them and prevent legal wranglings later on. You may win a legal dispute, but it could ruin you financially.
Deja View - the feeling that you've seen this post before.
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So here is my legal question of the week: I work for a private company on the east coast writing internal software that manages well, internal things. I see a market for this kind of software and am thinking about shrink wrapping a similar product and selling it commercially. The company I work for does not produce software as a product, so I would imagine that I wouldn't be doing anything wrong by creating a product similar to what we write internally, but hey, I'm no lawyer type. The only problem I see is since I control the internal project and its overall direction, there could be some ambiguity as whether I am working on my software or the companies... any thoughts?
This can be clarified through several avenues, 1) Check your non-compete and nda, that is usually the big one that gets most people. 2) If that doesn't prevent you define a clear demarcation between work-time and personal time. Ie, clock out or keep valid time records showing the work you have performed Other things you can do are, ask for specific authorization to pursue a personal venture in writing from the company or two, quit.
Need a C# Consultant? I'm available.
Happiness in intelligent people is the rarest thing I know. -- Ernest Hemingway -
Netblue wrote:
any thoughts?
Ask a lawyer. Otherwise, you'll just be bombarded with opinions.
"Love people and use things, not love things and use people." - Unknown
"The brick walls are there for a reason...to stop the people who don't want it badly enough." - Randy Pausch
DavidCrow wrote:
Ask a lawyer. Otherwise, you'll just be bombarded with opinions.
Just be sure not to ask two lawyers or chances are you are going to get two different opinions.
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Netblue wrote:
As for employment contracts with my employer, I have no contract with them
:omg: You don't have an employment contract? What guarantee do you have that they'll pay you or honour holiday requests then?
Netblue wrote:
since they are in a completely unrelated line of business than software, we have no policies regarding anything like IP
Check this. Just because you think there are no IPR issues doesn't mean it's true.
Netblue wrote:
I am almost 100% confident they have no intention of going to market with theirs
Almost, but not quite. In other words, they may if there's a market. Be up front with them and prevent legal wranglings later on. You may win a legal dispute, but it could ruin you financially.
Deja View - the feeling that you've seen this post before.
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This can be clarified through several avenues, 1) Check your non-compete and nda, that is usually the big one that gets most people. 2) If that doesn't prevent you define a clear demarcation between work-time and personal time. Ie, clock out or keep valid time records showing the work you have performed Other things you can do are, ask for specific authorization to pursue a personal venture in writing from the company or two, quit.
Need a C# Consultant? I'm available.
Happiness in intelligent people is the rarest thing I know. -- Ernest Hemingway -
So here is my legal question of the week: I work for a private company on the east coast writing internal software that manages well, internal things. I see a market for this kind of software and am thinking about shrink wrapping a similar product and selling it commercially. The company I work for does not produce software as a product, so I would imagine that I wouldn't be doing anything wrong by creating a product similar to what we write internally, but hey, I'm no lawyer type. The only problem I see is since I control the internal project and its overall direction, there could be some ambiguity as whether I am working on my software or the companies... any thoughts?
I used to work at a company that was founded on the same principles you're considering. They set the firm up by approaching the management team and talking to them about them being the first customer for free (with free support I think). Might be an option for you to consider. But speak to a lawyer - asking software developers about law issues is liking asking a lawyer about copy constructors.
- Dy
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The computer says no[^]. I'd say that is a big conflict. It isn't just the commercial competition but also the conflicts that will arise between you and your employer. You will have good ideas for your product that would fit in your employer's service. Do you freely give those over or do you try and keep them for your product alone? And vice versa, good ideas in your employer's service will be copied into your product. If you are serious about shrink wrapping then take the idea to a trusted superior and ask to lead a product team, and get a cut in it. A good employer will jump at an opportunity like that, if you pitch it right. Or leave the company and start up your own. The "can't compete for 6 months after leaving" contract clause is pretty weak these days. The only thing you have to be wary of is any trade secrets you know of in your current job, you cannot take them into your own company.
cheers, Paul M. Watson.
Paul Watson wrote:
The "can't compete for 6 months after leaving" contract clause is pretty weak these days.
Besides which 6 months is a nice amount of time to get the product right ...
I'm largely language agnostic
After a while they all bug me :doh:
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Thanks for the input everyone. The same software exists in the market right now, but since working our own internal projects, I have a lot better ideas for how to write competing software for the stuff that does exist. As for employment contracts with my employer, I have no contract with them, and since they are in a completely unrelated line of business than software, we have no policies regarding anything like IP. Also, as far as I can tell, no part of the software is proprietary, most of the things it does is industry specific and has been in place for many years. I am considering speaking to my employer about a proposition, but I also don't want to put my job in jeopardy because of a side project. Paul Watson posted a very good point about features that are placed in my product VS my employers. It may be possible I could work out something where my employer could give me free reign, but they would get any updates / upgrades I make for free. Although, I see no reason to ever hold anything back from their software anyway, since they will always continue to develop their product for internal use and I am almost 100% confident they have no intention of going to market with theirs.
Netblue wrote:
I have no contract with them, and since they are in a completely unrelated line of business than software, we have no policies regarding anything like IP
You'd be surprised at what can go wrong even in this situation. If you do extremely well with it and they take notice and want a piece you could get sued which could ruin you financially. I don't see a good outcome to this at all unless you were to leave their employ, *then* write comparable software from scratch. If you are being paid by someone to write software for them the copyright belongs to *them*, however nothing is stopping you from writing your own software on your own time. And maybe not important a point to you but I'd feel pretty greasy about myself if someone paid me to write software and I turned around and sold it for my own personal profit; seriously bad karma.
"It's so simple to be wise. Just think of something stupid to say and then don't say it." -Sam Levenson
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So here is my legal question of the week: I work for a private company on the east coast writing internal software that manages well, internal things. I see a market for this kind of software and am thinking about shrink wrapping a similar product and selling it commercially. The company I work for does not produce software as a product, so I would imagine that I wouldn't be doing anything wrong by creating a product similar to what we write internally, but hey, I'm no lawyer type. The only problem I see is since I control the internal project and its overall direction, there could be some ambiguity as whether I am working on my software or the companies... any thoughts?
There is no ambiguity here; the intellectual property for that internal software is entirely owned by your company. Protection of it is covered by federal and state laws, including trade secret laws, and likely an employment contract. This software may be the differentiator making your company more successful than the competitors. You can either quit the company and "clean room" develop the software or create a business plan and present it to management. I'd give them options of owning part of the development company and/or giving them a royalty. It's entirely possible they don't care, in which case you could have them grant you rights to use the IP (perhaps in exchange for them getting a perpetual license to use whatever you produce.)
Anyone who thinks he has a better idea of what's good for people than people do is a swine. - P.J. O'Rourke
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So here is my legal question of the week: I work for a private company on the east coast writing internal software that manages well, internal things. I see a market for this kind of software and am thinking about shrink wrapping a similar product and selling it commercially. The company I work for does not produce software as a product, so I would imagine that I wouldn't be doing anything wrong by creating a product similar to what we write internally, but hey, I'm no lawyer type. The only problem I see is since I control the internal project and its overall direction, there could be some ambiguity as whether I am working on my software or the companies... any thoughts?
IMHO... When you are getting paid for a service, the understanding that anything you produce as a direct result of that service is owned by the entity paying for it. When you hire someone to build a deck for you, you own the deck - they cannot just show up and take it off your house and leave with it. Many employment arrangements work the same way. Separate IP agreements handle situations where you produce something either directly (which may not be covered above) or as a "side effect" of providing your primary service. For example, where you are working with a product and come up with a way of improving it, or are tasked with improving the performance of something and come up with a novel sorting algorithm. Situations like the one you are in is the sole reason I do not engage in all-encompassing (24 hour) IP agreements with employers or clients. Trying own everything that I can think of, regardless of related to work or thought of at 2AM weekend or not, is pretty damn crazy, and an insult to my professional worth. Peace!
-=- James
Please rate this message - let me know if I helped or not! * * *If you think it costs a lot to do it right, just wait until you find out how much it costs to do it wrong!
Remember that Professional Driver on Closed Course does not mean your Dumb Ass on a Public Road!
See DeleteFXPFiles -
IMHO... When you are getting paid for a service, the understanding that anything you produce as a direct result of that service is owned by the entity paying for it. When you hire someone to build a deck for you, you own the deck - they cannot just show up and take it off your house and leave with it. Many employment arrangements work the same way. Separate IP agreements handle situations where you produce something either directly (which may not be covered above) or as a "side effect" of providing your primary service. For example, where you are working with a product and come up with a way of improving it, or are tasked with improving the performance of something and come up with a novel sorting algorithm. Situations like the one you are in is the sole reason I do not engage in all-encompassing (24 hour) IP agreements with employers or clients. Trying own everything that I can think of, regardless of related to work or thought of at 2AM weekend or not, is pretty damn crazy, and an insult to my professional worth. Peace!
-=- James
Please rate this message - let me know if I helped or not! * * *If you think it costs a lot to do it right, just wait until you find out how much it costs to do it wrong!
Remember that Professional Driver on Closed Course does not mean your Dumb Ass on a Public Road!
See DeleteFXPFilesI certainly agree that using the company you work for to launch your own software is bad karma.
James R. Twine wrote:
When you hire someone to build a deck for you, you own the deck - they cannot just show up and take it off your house and leave with it.
This is true, but there is no problem with that company building a similar deck on someone else's home. The only reason the company hires a developer to write the software versus just buying something off the shelf is they get 100% of what they want and don't pay for features they aren't going to use. Even after leaving the company, who is to say that my product is not the same, or different for that matter. I may not be able to memorize the code, but I certainly could produce the same effect given time to write it; even from a clean work environment. Most of the ideas that produced the software were my original ideas. In the end, I feel like this is very grey territory. On one hand, there could be a legal argument over what I am considering, on the other whether it is "right" or not to do so regardless of legality.
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There is no ambiguity here; the intellectual property for that internal software is entirely owned by your company. Protection of it is covered by federal and state laws, including trade secret laws, and likely an employment contract. This software may be the differentiator making your company more successful than the competitors. You can either quit the company and "clean room" develop the software or create a business plan and present it to management. I'd give them options of owning part of the development company and/or giving them a royalty. It's entirely possible they don't care, in which case you could have them grant you rights to use the IP (perhaps in exchange for them getting a perpetual license to use whatever you produce.)
Anyone who thinks he has a better idea of what's good for people than people do is a swine. - P.J. O'Rourke
Let's take the scenario of a company who decides that their factory monitoring software is just not good enough for them. They like the features, but want something that keeps track of their widget factory AND reads their email as the same time. This company produces widgets in a factory that secure plastic bags that hold bread and other baked goods. SecureIt (The company) decides to hire a software developer to write a new email client that also integrates factory monitoring functions as well. All goes well and a couple of years down the line SecureIt is happy in their decision to hire a developer and their software works great. The developer decides that his email client is a good match to take on the factory monitoring greats out there and would like to shrink wrap his own version (w/o the email option) and sell it to factories. The software makes the company more profitable becuase of decreased labor costs and down time, so it qualifies as a "differentiator." Obviously, this is quite a contrived version of the real story here, but my my point is that although integrating the factory monitoring with email is unique, the idea of software to monitor your factory is not.
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I certainly agree that using the company you work for to launch your own software is bad karma.
James R. Twine wrote:
When you hire someone to build a deck for you, you own the deck - they cannot just show up and take it off your house and leave with it.
This is true, but there is no problem with that company building a similar deck on someone else's home. The only reason the company hires a developer to write the software versus just buying something off the shelf is they get 100% of what they want and don't pay for features they aren't going to use. Even after leaving the company, who is to say that my product is not the same, or different for that matter. I may not be able to memorize the code, but I certainly could produce the same effect given time to write it; even from a clean work environment. Most of the ideas that produced the software were my original ideas. In the end, I feel like this is very grey territory. On one hand, there could be a legal argument over what I am considering, on the other whether it is "right" or not to do so regardless of legality.
Netblue wrote:
James R. Twine wrote: When you hire someone to build a deck for you, you own the deck - they cannot just show up and take it off your house and leave with it. This is true, but there is no problem with that company building a similar deck on someone else's home.
True as well, unless the deck had a specific design that you were responsible for. :) I do not feel that there can really be anything wrong with designing a product after you leave work that may or may not be similar to what you have done before. Every aspect of code you write today has something to do with code you wrote in the past (likely at other companies/clients), be it how you indent, naming conventions you use, GUI design, to functionality and features of a product. For example, if you worked on the editor component for VS, you would learn what features really enhance the usability of editors, and if you later designed one yourself someplace else, you would likely include aspects of what you learned before. Not because it is theft, but because it is Good Software. Just because I wrote an expression parser and evaluator in the past for a specific company does not mean that they automatically have claims on one I write in the future, even if the functionality is similar. Things that you learn become part of your "internal developer's toolbox" in a sense. But I stray from the point -- doing outside work, regardless of being related to what you do on the company/client's time or not, should be cleared. If I did not have a specific agreement in place, I would presume that anything done on my own time still belongs to me. But IANAL, so I could be completely wrong on every point... Peace!
-=- James
Please rate this message - let me know if I helped or not! * * *If you think it costs a lot to do it right, just wait until you find out how much it costs to do it wrong!
Remember that Professional Driver on Closed Course does not mean your Dumb Ass on a Public Road!
See DeleteFXPFiles