22 ms·

Developers’ side projects

• LeanderK 10y ago
  this is an absurd agreement, i have never heard of something like this in germany. Is this common in other countries?
  • maerF0x0 10y ago
    I have heard its common in Canada too
  • nraynaud 10y ago
    In France I had a separation in my contract, but I had to disclose and propose to sell my inventions to my employer first.
  • chiph 10y ago
    US employee here - I've signed one (plus a patents & inventions at one firm) at every firm I've worked at since 2000 or so. Thus far any side projects haven't been a problem for them, as I have made sure to target a different industry. But legally, they could have enforced the contract and taken possession of my code.
    • jasoncchild 10y ago
      Some employers allow a waiver against IP ownership of existing side projects related to the industry.
    • mindcrime 10y ago
      But legally, they could have enforced the contract and taken possession of my code. Not necessarily. Depending on what state you live in, there's a good chance that agreement would violate state law and would be unenforceable.
      • maxxxxx 10y ago
        Even winning a lawsuit costs a lot of money and stress. Unless there is a law that makes courts throw out frivolous lawsuits immediately the employer with lawyers on staff still can make your life very difficult
        • mindcrime 10y ago
          No doubt. I'm certainly not claiming the current situation is ideal. Just pointing out that it's not always as bad as people think.
  • q3r3qr3q 10y ago
    Wait until you hear about non-compete agreements and such.
  • codingdave 10y ago
    It is common in the US, yes. I've signed a few over the years. I always check the wording of the restrictions to be sure my side projects are clear. And most of the time, the legal counsel for your employer will let you explicitly add on projects as being excluded form the agreement, so you can continue to work on open source projects or prior inventions without having to worry about it. I definitely recommend that people consult an attorney if they are concerned about the specifics of their own contract. The details of each situation can be quite different.
  • elt0n 10y ago
    Seems to be the case in France as well, i.e, devs don't own their side projects.
  • imafish 10y ago
    Have heard of this happening in Denmark also but never experienced it myself.
• maerF0x0 10y ago
  This gets super muddied when you consider doing FOSS contributions as part of your work. Sure you can sign a contributor agreement, but its not yours to give away. The employer owns the code you contributed to a FOSS project. The project got the signature from the wrong entity.
  • lomnakkus 10y ago
    > The employer owns the code you contributed to a FOSS project. I think this is a pretty US-only type thing; at least it's not very common in Europe. Usually (in Europe) ownership of code depends entirely on when you did the coding -- if it's on your own time you own the code. If it's when you're at work then obviously it's the company's code. Of course there are the usual caveats about "is it too closely related to work code?", etc. but if it's a totally different area of business, then you should be fine. There may be differences between employers, but even if employers explicitly specify the "we own everything" clause you can usually get specific exemptions as long as you ask in advance.[1] [1] I don't know if there's any legal theory (in Europe) to support the claim of ownership over everything you do, but Europe is pretty fragmented when it comes to law, so it's probably pointless to speculate on this point. I'm actually not sure if the "we own everything" clause would hold (or has held) up in court in any European country.
    • izacus 10y ago
      A lot of EU countries also recognise the concept of so-called "Moral rights" at copyright which cannot be given away. https://en.wikipedia.org/wiki/Moral_rights https://en.wikipedia.org/wiki/Moral_rights
    • dom0 10y ago
      Indeed. Example: In Germany you usually have some paragraphs on this in the (work) contract (there are a couple popular variations - there isn't much leeway provided by German law here, which is good). "We own everything you do" is definitely illegal in Germany, and also not put into work contracts (such a clause would be void anyway). The legal construction is basically that the employee grants an exclusive, irrevocable license[1] to any IP produced by the employee for the employer. There is of course a grey zone here, but it's quite narrow, and directly non-existent if the side project is unrelated to the current core business of the employer. FOSS contributions aren't really touched by this; you work on behalf of the employer to contribute to a FOSS project and the exact same terms and conditions apply as always (you put your name on it, not your employers; since exclusivity of the license implicitly granted to your employer conflicts with the FOSS terms, but the employer explicitly commissioned you to do that, the latter "wins" over the former, ie. the license of your employer to the diffs you write becomes non-exclusive in these cases, because the exclusivity is implicitly revoked by the work assignment, essentially action implying intention) -- or so it was explained to me). [1] This also means that you retain your copyright: it's not possible to transfer copyright in Germany. Very rarely things like "Copyright (c) 1871-1918 Softwareschmiede GmbH" pop up in open sourced stuff, but it's obviously something stamped on when open sourcing, and equally obviously incorrect. The copyright still belongs to the developers involved in the project, but because the company "Softwareschmiede GmbH" has an exclusive license they can re-license it on their own accord under any terms they want. They'd still have to, technically, state the correct copyright, though.
• paulrosenzweig 10y ago
  I haven't heard about many disputed cases. I'd hope that if Google went around suing for possession of unrelated side projects, we'd hear about it. Maybe the possibility of being publicly shamed is a deterrent from pursing ownership.
  • devoply 10y ago
    Not just that it's horrible for morale. Imagine other developers hear about this. Then they start demanding shit in their contracts.
  • kmonsen 10y ago
    Google is actually pretty good about this. They clarify some areas that are no-no, and there is a simple process for asking if a side project can be released as open source.
    • serge2k 10y ago
      What if I don't want to open source it? What if I want to make money?
  • KallDrexx 10y ago
    A company I worked for (property appraisal company) got acquired by another company. They forced one of the higher up developers out. 6 months later that developer wrote an app dealing with lines at Disney and was making money on ad revenue. The company came after him claiming they owned it because he used skills and knowledge he gained while employed to write that app. We had a "everything you do at any time belongs to us" contract. So it does actually happen.
    • st3v3r 10y ago
      Were they successful? I can't imagine any judge agreeing that, since you left a company, you can no longer make a living.
      • 10y ago
• lowglow 10y ago
  IIRC california if you don't use company assets, side projects are yours. Speaking of, I'd like some collaborators to help with my side project "Terra Plant": https://baqqer.com/collaborate https://baqqer.com/collaborate
  • JshWright 10y ago
    I recall that as well... Mostly from reading it 90 seconds ago in the linked article ;)
    • hyperopia 10y ago
      then he saved some people some clicks ;)
  • mikepavone 10y ago
    If you read the full article, it covers the law in California which has three tests. Two of those tests are straightforward (company time and company equipment), but the third (related to the company's business) is less straightforward. My impression as a non-laywer is that the courts will probably take a somewhat narrow view of that third test, but the actual language in the law is pretty vague and some companies are involved in many fields. EDIT: May be a bit less narrow than I thought. This [1] journal article cites some relevant case law. [1] https://digital.law.washington.edu/dspace-law/bitstream/handle/1773.1/1169/8wjlta79.pdf?sequence=4 https://digital.law.washington.edu/dspace-law/bitstream/hand...
    • KallDrexx 10y ago
      I think he is too dismissive of company time though. Company time is very straightforward only if you work 9-5, but a lot of companies let developers work flexible hours and work from home, which I think makes company time less straight forward. Then when you add on call or emergency work you have to do off hours or on weekends (even once every 6 months) it makes the idea of "company time" even more vague.
      • 10y ago
• swalsh 10y ago
  The hope that one of my side projects will some day succeed, and I can leave my 9-5 is the only thing that drives me. If I said, "welp, legal" i'd die inside. Some people have church, I have side projects.
  • elt0n 10y ago
    Ditto.
  • hyperopia 10y ago
    I was checking out your side project but couldn't figure out what it was/did?
    • broahmed 10y ago
      It's a store.
    • swalsh 10y ago
      Sorry, it's pretty poor quality. I've gotten out of it what I want though.
  • pfranz 10y ago
    Same here. While I've worked for larger companies who are onerous about side project, that's been a large reason I've left and tended to avoid them. It's just too much effort to play along with them even if there's no overlap.
  • rak00n 10y ago
    That's beautiful. I went through a tough time when I wasn't sure if I wanted to be software engineer anymore. Working on my side projects not only made me go through that time, it made me truly happy. Reminded me why I am in this in the first place.
• eel 10y ago
  I thought I recognized this article. Here is Joel's original answer (2011) on a Stack Exchange site with some comments: https://web.archive.org/web/20130329010105/http://answers.onstartups.com/questions/19422/if-im-working-at-a-company-do-they-have-intellectual-property-rights-to-the-st/20136 https://web.archive.org/web/20130329010105/http://answers.on... Here is a previous discussion on HN: https://news.ycombinator.com/item?id=2208056 https://news.ycombinator.com/item?id=2208056
• spacelizard 10y ago
  It's disappointing that there are no conventions or legislation to rectify this situation. I have several side projects going right now, and it gets frustrating going to interviews and being asked to give up all of it just for the supposed "privilege" of being able to write code for a larger company. The solution I've found is freelancing, but this has the problem of not really providing steady work.
  • lazaroclapp 10y ago
    Many companies allow you to hold on to "previous inventions" if you document them before signing up with them. It gets a bit fuzzier for projects you start while working at said company, and the trouble of documenting said previous inventions is enough that I am not sure is worth it except in the case of major projects or patents granted to your name personally, though.
  • maxxxxx 10y ago
    In my view there should be clear laws for this kind of stuff. Right now everything is about the employer's interest. Nobody cares about the employees.
• jacques_chester 10y ago
  Briefly: consult a lawyer.
  • ferbivore 10y ago
    Isn't it tragic how "pay a lawyer to tell you what your rights are" seems to be the answer to everything?
    • jacques_chester 10y ago
      Yes and no. My thinking is coloured by a few years in law school before dropping out. If there is a true "five nines" in our lives, it's the reliability of the law. We each interact with and under the law dozens, hundreds, even thousands of times every day without ever needing recourse to lawyers. But when you need a lawyer, you need a lawyer. One might as well sigh heavily about needing plumbers when the pipe bursts. Specialisation is normal and -- this is what I like most -- lawyers are more than a paid service. They have a fiduciary duty, they are ethically required to be dutiful advocates. Personally, while I wish the world was simple and lawyers were cheap, I have never regretted spending the money to consult with them.
      • ohyoutravel 10y ago
        Isn't law school a few years?
        • jacques_chester 10y ago
          4 years, full time or equivalent, for an LLB in Australia. I did one year full time, 3 years part time, before dropping out.
    • st3v3r 10y ago
      Not really. They're experts in law. We're experts in engineering. Doctors are experts in medicine. Would you say it's tragic that one needs to pay a doctor to tell you what's wrong with you?
• stevesun21 10y ago
  I got a little confused of this article. Firstly, the author try to say that side projects are belong to the company hires you as full time employee, and, then throw the game designer example, but it sounds to me like the game designer is contractor not a full-time employee, so, it follows the default copyright, I am ok with that, and then, the author start using this case to approve the relationship between your side project and your employer as you are a full time employee. Am I missed some info? I remember that in Canada, the full time employee contract mentions something like, 40 hours per week, and also explicitly mention if you use company's property or equipments to produce some, or you produce some at company venue, then all copyright belongs to the company.
  • eridius 10y ago
    The game designer is a full-time employee.
    • stevesun21 10y ago
      'You are going to pay the game designer $6,000 a month to invent new games.' This is what origin say in the article, it sounds to me really not like a full time employee.
      • eridius 10y ago
        That's $72k a year, which sounds like a full-time employee somewhere outside of silicon valley. In addition, you don't generally pay contractors a fixed amount per month, but rather per hour. Note how the example of Sarah the contractor has the pay rate set at $20 per hour. Also, further on down, it explicitly says the game designer is being paid a salary, which is something that employees, not contractors, get.
• deleted 10y ago
  [deleted]
• tptacek 10y ago
  My experience with employment contracts has been that in addition to the "anything related to employer's business" clause, there will also usually be a schedule at the end of the contract where you can list specific side projects you're working on --- and that schedule can be amended (or extended with a clause like "anything agreed to in writing with your manager") later on. It's not ideal from an employee's perspective, but it's at least less unpredictable.
• nostromo 10y ago
  This is a good article, but the "let them eat cake"-iness of the last paragraph is pretty chilling. > the only way to gain independence is to be independent. Being an employee of a high tech company whose product is intellectual means that you have decided that you want to sell your intellectual output, and maybe that’s OK, and maybe it’s not, but it’s a free choice. I was hoping for a closing argument about how thoughtful employers could accommodate their legal requirements while also respecting independent employee creations. Instead he seems to just be saying that employees that want to keep their side projects should just quit. Reading that might give me pause about taking a position at Fog Creek.
  • skybrian 10y ago
    Yes, it seems weird that he doesn't say how to fix this: Get written agreement from your employer that your side project is your own. Some employers even have a standard process for doing this. They might say no, but then you know not to put any more work into it.
    • rqebmm 10y ago
      This is true, but ultimately if your company wants to be a dick about it, you could still end up having to fight them in court. They just have to say "when we signed that form you said it was a <domain A> app, but now it's turned into a <domain B> app which competes with our business. Hand it over." As Joel says, a judge/jury will probably be inclined to find for you, but you still have go through the pain and cost of litigation. Also, while it's not usually in a company's best interest to pick legal fights with their employees, the catch-22 is this: the only time it's worth it for them to be dicks is when/if your business takes off. I'm sure your employer doesn't care about your little news aggregator until you're shopping around for $100 million in VC funding. Ultimately he's right. If you seriously want to start a side business, quit your day job.
      • avmich 10y ago
        All startup advices, left and right, in unison say: it's way better to develop your product on somebody else's dime :) . Don't hurry to leave your work until your own business starts to fly. Go figure... What are the practical ways to benefit from side projects? It's hard enough to work on two works at the same time, would be sad if the results would be lost.
• jpmcglone 10y ago
  What if the company does work out of San Francisco California, is incorporated in Delaware, but I live in North Carolina? Am I still protected?
  • tptacek 10y ago
    Not a lawyer, probably wrong, but: California's courts won't enforce a contract not recognized by California law, but the courts of other states will, and it will depend on whether the employer can get personal jurisdiction for the case in the right state. The short answer is: in your situation, you'd need a lawyer. (I think --- not sure, not an authority --- that the "incorporation in Delaware" part of this has minimal impact; your residence in North Carolina, and the firm's operations in California, are probably the big two salient facts).
    • jpmcglone 10y ago
      Makes sense.
    • patmcguire 10y ago
      I've never seen a contract that didn't stipulate the jurisdiction it would be enforced in. Maybe that doesn't matter, I know there's a lot of overreach in these things.
  • nwatson 10y ago
    I think North Carolina is similar to California wrt work on your own time not relaTed to employers line of work. I work remote for a large SF Bay Area firm from NC.
• mombul 10y ago
  I want to ask the author, Joel, what is their stance on the matter at StackOverflow and Fog Creek?
• thebspatrol 10y ago
  This topic is very interesting to me. With that said, which employer wants their employee watching TV and not breathing software 24/7? I really struggle to imagine the risk here is greater than the reward.
  • zippergz 10y ago
    I certainly would prefer that my employees not get burned out. What they do after work is none of my business, but I definitely hope most of them aren't living and breathing work 24/7.
  • st3v3r 10y ago
    Those who don't want their employees to burn out?
• guelo 10y ago
  The conclusion of this article hinges on the vagueness of "related to your employer’s line of work". From that he concludes that all employee developers have effectively sold their total intellectual output. But that is bullshit. The vagueness doesn't make the law meaningless. He admits that a judge and jury would probably side with the employee but still picks the company's side for his conclusion (the sarcastic "big bad Google" gives away his mindset). It is true that a company will generally have more resources than you and can grind you down legally, but in general they don't because, besides the money, it's a time suck for everybody, potentially bad press, and really bad for morale
• danjoc 10y ago
  I negotiated IP assignment out of my employment contract before taking my job. I wouldn't take a job that tried to lay claim to my work outside of work.
  • st3v3r 10y ago
    That's cool, and I'm happy for you. But is this something that should be a luxury only reserved for those in a good bargaining position?
    • danjoc 10y ago
      It's hard to make a judgement about my bargaining position. I've never heard of another developer negotiating it.
    • eropple 10y ago
      For the most part, a developer shouldn't be in a poor bargaining position by the time a contract is on the table. They've invested time and money into you. They want to hire you. This is where you stake out your claim.
      • st3v3r 10y ago
        And we should never be coerced into death marches. But it still happens in reality. The offer of a contract might bolster one's bargaining position a tiny amount, but usually it is still dwarfed by the huge power the company still wields. Especially if one is in the position where they really need the job. If you're unemployed, then you have no bargaining power, regardless of whether they're offering you a contract or not.
        • danjoc 10y ago
          >If you're unemployed, then you have no bargaining power I see what the problem is. I can read it in your tone. You only have no bargaining power if you think you have no bargaining power. I successfully negotiated up $15000 (to $60000) with paid relocation on my very first dev job. I was unemployed for nine months (in which time I masted a rather obscure framework) and coming from a background in sales. It seems being quite good in sales has helped me where other developers fail: bargaining.
• vesak 10y ago
  This is why programmers need unions! Or a guild. Or something! That employers totally dictate everything in a field that is in such high demand is absolutely unacceptable.
  • rajeshp1986 10y ago
    Also, I feel most managers & non-tech people take advantage of programmers. You want to build a business out of an app with good programmers but you don't want you chicken to go & lay egg in your neighbor's house.
  • maxxxxx 10y ago
    Most professionals have some kind of trade organization that sets standard. Doctors, laywers, many types of engineers. The problem is that programming is so attractive because the barrier for entry is so low that anybody can get into it without problems.
    • vesak 10y ago
      >The problem is that programming is so attractive because the barrier for entry is so low that anybody can get into it without problems. I'd wager that it's easier to be a quack doctor or a lawyer than fake being a programmer. Most people cannot just grasp the needed details. Not that it's a competition, though.
      • maxxxxx 10y ago
        You can't go out and open an office as lawyer or doctor without a license. You will get into trouble quickly. You also have to comply with a lot of rules. Anybody can call himself "software engineer" and he can pretty much do whatever he wants. That freedom is the exciting part about software but it has the disadvantage that there is no protection for "software engineers".
    • ditonal 10y ago
      Yep, and don't call it a union. Barrier of entry is not a problem, we dont need an organization to limit entry into the field, we just need political representation. Now "tech" in politics means executives/VCs. We just need an association that funds employee friendly lobbying.
• st3v3r 10y ago
  I have to say, I'm really, really sick of the entitled mentality that companies take towards those that actually do the work keeping their business afloat.
  • Asooka 10y ago
    It's not an entitled mentality per se, it's just that a company is a profit-maximising entity a-la a hypothetical paperclip-producing AI that eventually turns the entire Earth into paperclips through no ill intent.
    • st3v3r 10y ago
      That sounds like an entitled mentality to me.
• Xeoncross 10y ago
  I've had three companies rewrite or append something about past IP or even current IP on the weekends unrelated to the company, the company's hardware, or the company's time. If you approach it right (sometimes I show them how this limits our ability to work with OpenSource software) you can often swing it. Admittedly, the larger companies are less likely to entertain the request of some new hire. I think more people should bring this up in the hiring process (you don't have to push it), but lets teach companies that it's not just vacation that maters to us.
  • derekp7 10y ago
    One good way I thought of, is to mention that you volunteer your skills to nonprofits on the weekends / vacation, and that you want to make sure they don't have any legal issues down the road. So if they hand you that form, tell them you need to send it to your lawyer first. Then have your lawyer and their lawyer figure it out.
• ThatGeoGuy 10y ago
  As a Canadian I don't even know what the requirements are, or protections if any. But I did notice one thing in particular: you need your own equipment (no company equipment) to qualify under the Californian protections. How does this factor into bring your own device (BYOD)? At what point is it your employers equipment, and at what point is it yours? I think BYOD is a terrible idea for several reasons (usually leveraged as a cost-saving measure, can't 100% verify that all company data is wiped at end of employment, etc), but this seems like it muddles the whole thing further. If you only own the devices that you use to work, does everything belong to your employer and how can you draw a line?
  • nine_k 10y ago
    The problem looks reasonably clear. If something is provided to you by the employer, don't use it for a side project. This can be hardware, software, know-how, office space, work hours, etc. If something was not provided by the employer as a part of your work environment, it's probably fine to use it. But a clear separation should additionally help.
    • alkonaut 10y ago
      I agree it's probably wise to separate the two, but it's very hard to prove you worked on company equipment. My personal projects are all in my dropbox, which is synced to all my computers (both home and work). That means all the code for my side projects is always sitting on my work computer as well. I doubt that makes a difference.
      • __derek__ 10y ago
        You can turn off syncing to specific machines. You may want to consider doing that.
        • anondev77 10y ago
          I used my own equipment, including my own personal licenses for all tools, but my employer still claimed my work on it (at home) was theirs - because they claimed IT professionals all prefer to use their own equipment for their work.
• tc 10y ago
  This presents a false dilemma. There are other options than "own everything" or "be negligent and get sued." Contracts can say almost anything. You can agree to grant the company a liberal license to anything you deliver to the company or incorporate into any product of the company. You can make a similarly protective agreement on the patent front. There, now you own what you do on your own time and the company isn't at risk of a lawsuit from you.
• stevesun21 10y ago
  after i figured that he is CEO and cofounder of many famous startups, I feel bias in this article and I will make sure I will not work him in the future for sure :-)
  • noobhater1000 10y ago
    yep what a dickhead this guy is.
• rjurney 10y ago
  You ALL need to read California Labor Code 2870! Surprised nobody has mentioned the most essential thing to know about regarding this stuff in California. The site is down at the moment, but the link is: http://www.leginfo.ca.gov/cgi-bin/displaycode?section=lab&group=02001-03000&file=2870-2872 http://www.leginfo.ca.gov/cgi-bin/displaycode?section=lab&gr... CA 2870 is attached to any such agreement you sign in California, and protects independent invention. You should read it. This law forms the legal basis for innovation in Silicon Valley.
  • fao_ 10y ago
    But, not everyone works in the US, or California, or for a company in CA?
    • rjurney 10y ago
      Yup, but if you don't you need to understand how bad your state is fucking you by seeing how good we have it in California.
      • cookiecaper 10y ago
        Something like this might be a deterrent for a company that would otherwise be interested in suing, but it's not going to stop a determined foe from really messing up your life. You'll win ... if you have the cash to fight them (which you don't, unless you're making enough money that a lawsuit is a total non-issue). In practice, you'll settle to stop the legal expenses, and they'll get at least a chunk of your project. When you're successful you have to expect that some people you knew before you found success will get salty and think that you owe it all to them. A few of these people may be inclined to file a lawsuit, including your former employers. They see a pie and want to claim a piece of it.
      • teach 10y ago
        On the other hand, in Texas my quite nice house cost less than $300,000, my state government is totally solvent, and very little is on fire or running out of water. Your standard contracts may be better, but California certainly has its share of drawbacks. And did you know there's a Fry's and an In-N-Out burger within ten miles of my house?
• tetrep 10y ago
  > Your game designer works for a year and invents 7 games. At the end of the year, she sues you, claiming that she owns 4 of them, because those particular games were invented between 5pm and 9am, when she wasn’t on duty. > ... > So before you hire this developer, you agree, “hey listen, I know that inventing happens all the time, and it’s impossible to prove whether you invented something while you were sitting in the chair I supplied in the cubicle I supplied or not. I don’t just want to buy your 9:00-5:00 inventions. I want them all, and I’m going to pay you a nice salary to get them all,” and she agrees to that, so now you want to sign something that says that all her inventions belong to the company for as long as she is employed by the company. Wait, what? Wouldn't the fix for this just to say, "You transfer the rights to any games you give us" (or whatever the legal wording for that is)? It seems incredibly odd to go from "you gave us a game but kept the IP" to "we own all IP of games you make".
  • pfranz 10y ago
    I furrowed my brow at that example, too. He may have been simplifying or misrepresenting reality. I would think it's disingenuous that you're presenting all 7 of those games as projects done on the company time (unless there is something to insinuate you were forced to work off the clock for free--which wouldn't be different than any other kind of work). Lets say, without notifying my boss, I went on vacation and refactored some company code I maintain, then checked it in when I got back. I can't imagine claiming that as my own unless there were other shady things going on.
    • Asooka 10y ago
      I think the standard contract should say something like "I assign copyright of and grant a licence to any patents I own pertinent to every single line of code that I create and give the company".
  • alkonaut 10y ago
    > Your game designer works for a year and invents 7 games. At the end of the year, she sues you, claiming that she owns 4 of them, because those particular games were invented between 5pm and 9am, when she wasn’t on duty. That's not what I'm afraid of. I'm afraid that after developing 7 games that belong to my employer, my personal website project that computes tax returns in ethiopia would somehow belong to my employer because I'm perfectly fine with my employer owning everything related to what I'm employed there to do unless explicitly agreed otherwose I'm not fine with my employer owning every single piece of "IP" (god I hate that term) that I have created during my employment but outside of work, if it's unrelated to their business. I don't even agree to that even if I have a "standard contract" in which I have stated that they own everything I do. I'm not going to argue over that contract, no one does, and I'm still not ready to give up the ownership of my personal projects.
• deleted 10y ago
  [deleted]
• alexmingoia 10y ago
  > Not related to your employer’s line of work. Um, wait. What’s the definition of related? [...] I don’t know. It’s a big enough ambiguity that you could drive a truck through it. No, it's not that ambiguous at all. The courts rarely side with the company, and only in cases where it's quite obvious the work was directly related. If your side project isn't directly related to the work you are doing, then you don't need to worry. Don't let Joel or any other tech CEO scare you into not working on side-projects. Don't even tell your employer about side projects. Leave them out of the loop entirely.
  • uiri 10y ago
    Don't even tell your employer about side projects. Leave them out of the loop entirely. This depends heavily on the employer. Google, for instance, is extremely friendly towards both side projects (done entirely on your own time and with your own equipment) and open source contributions done either on or off company time. I wish more employers had the same level of transparency.
    • curiouscat321 10y ago
      How is Google so friendly towards them?
      • udkl 10y ago
        It could just be the people that google attracts ? People who are constantly tinkering ... side or hobby projects could well be ingrained in the company culture ....
        • mrottenkolber 10y ago
          According to the comments in this thread google expects you to notify them when you hack on things off the job, and feels entitled to deny you those activities. Sounds quite hostile towards creative people. Nightmarish, even.
      • h4nkoslo 10y ago
• a_e_k 10y ago
  Where I work, there's a fairly streamlined process for getting waivers for side projects, including open source contributions. Fill out a page-long form broadly describing the intended side project and send it to Legal. If approved (and I've never had one rejected), a couple of weeks later they send back two copies of a document signed by them saying that the employee promises not to use company time or resources for that project and in return they agree to disavow any interest in it. Sign and date both copies, send one back, keep the other. Done. Everyone knows where they stand.
  • wallstop 10y ago
    While it's great that you've never had one rejected, what would happen if that event occurred? Imagine a situation where you submit a proposal for a completely unrelated project, that you really want to happen, and they deny it? Further conversations, talks, they don't budge. What then?
    • a_e_k 10y ago
      Assuming I felt that passionately about it? I'd start looking for other employment.
• OliverJones 10y ago
  Joel doesn't often miss things, but with respect I think he missed something here. If you, the employee, are working for an employer you respect, and vice versa, YOU CAN HAVE A CONVERSATION! If your day job is, say, maintaining high-capacity forum software in dotnet, and you have this hankering to develop, say, a WordPress plugin to show the time of sunrise, you can talk about it. If you respect your boss and she respects you, the conversation will be fruitful. She may say, "please don't do that," and you'll understand why not. She may say "go ahead." If you DON'T respect your boss, there's lots of advice here about how to proceed. But why not start out assuming mutual respect?
  • andy_ppp 10y ago
    Can I get that conversation in writing usually turns into maybe, then gets escalated, then gets a no, in my experience. Luckily I am 100% certain my boss (who owns the company) would sign something if I was looking to get investment.
  • literallycancer 10y ago
    I wonder what they would say if you wanted to record that conversation or have it in writing.
  • ImTalking 10y ago
    It's great to have/give respect from/to your employers. But this is the way you should think about that; since everyone is respectful, then it is the perfect time to iron-out a nice agreement which lays it all out for both parties, and protects both parties.
  • udkl 10y ago
    > If you, the employee, are working for an employer you respect, and vice versa, YOU CAN HAVE A CONVERSATION! This. I know Amazon is good at this.
  • slmyers 10y ago
    I'll be damned if I'm going to let my boss tell me if I can write a WordPress plugin on my own time.
• pfranz 10y ago
  I was at a larger company and tried to play ball with their policies for personal work. My contract gave them "right of first refusal" and had a space for exclusions of things you were working on outside of work. Some friends weren't allowed to continue contributing to a few Open Source projects...which seemed excessive, but makes sense if they're overly cautious. I mentioned I was helping a friend on a short film. I was just showing up on set and possibly doing technical stuff on editing and mixing. I asked, "It's not my project, I'm just helping out. What would you like to see from the project?" "Everything" "Really? We haven't started shooting. Does that mean the script? Raw footage? The final edit?" "Everything" I don't think they actually knew anything at all about what I was talking about (even though it was multi-gigabytes of information) and they handed it all over to a co-worker. I think the lesson is to think about where they're coming from. The lawyer is paid to cover the company's ass and they may not even have the expertise to make the right call, so they'll error on the side of being safe.
  • delinka 10y ago
    This situation sounds terrible. Were you writing software for your employer? Why would you have told them you were volunteering non-coding assistance to a film production? Did they honestly think they had the right to require you show them copyrightable works created by other people who were not their employees? Did you truly take those creations and show them to your employer? This whole situation sounds ludicrous and should never have been required to happen by management in a company whose focus is creating software.
    • pfranz 10y ago
      It was a large animation studio and I was a guy who monitored their render farm. So they were making content and I would write tools (Python, Perl, and Shell scripts) and did have access to their whole codebase. I told them because there was a box in my contract (I was new to the industry) and the last thing I wanted was to have my friend's short film litigated against. It's weird because I'm not sure what I'd do different. In that case I probably wouldn't tell them, but I often have side projects that might be profitable. Often I'd see artists working on short-films or publishing their own art books and they would sometimes be internal events promoting those things. I'm not sure if there was just some "understanding" I didn't quite get or if tech and art were treated separately.
• andy_ppp 10y ago
  I'd love to see some clear legal advice from YC on this; my guess would be if you are taking a first employee the idea that they would have any time to do anything other than the startup means they were the wrong first, second or even twentieth employee. After that YC what is the score?
• brilliantcode 10y ago
  I feel like this article grossly exaggerated the nature of the laws and relationship between you and the employer. I think it's a good thing that Joel isn't a lawyer because anyone following his advice will lead to implosion. First, there is a very high bar for what is regarded the property of the company vs your own work. Even if you created your own open source project website and pushed code on your own github account using their laptop, as long as it doesn't directly compete or use portions of proprietary code, there is zero chance it will stand in court. Non compete clauses are next to impossible to uphold unless they literally sold trade secrets or company's code directly for profit. Even if they made a near identical version, it would be a tough uphill climb if you didn't copy & paste their code directly in your own source code. Of course, the Goldman Sachs vs open source dev was a very interesting and a rare case. I don't have more insight into that case but if somebody could that 'd be great. But for the most part, Joel's piece is spreading FUD into innocent developer's dreams and projects, and you don't need to heed attention. For the truly paranoid and follower of Joel's flawed legal analysis which looks at syntax than the semantics or spirit behind the written law which almost always the overwhelming use: 1) Incorporate your own company 2) Purchase laptop under your new corp 3) Do your work on there. Disclaimer: This is not a legal advice. I'm not a lawyer. I could be wrong. Check with a real lawyer and do your own due diligence.
  • Asooka 10y ago
    That's sound legal advice regardless. If you can afford it, having your own company under whose name you can do your own projects protects you greatly from legal action.
  • heisenbit 10y ago
    This may be violating your employment agreement as you are now providing services to another legal entity.
• anonymousDan 10y ago
  What would people think of a website that collates instances of companies taking legal action against employees regarding side projects and then ranks them with respect to 'side-project' friendliness? Would a bad rating for a company impact your decision to take a job there? Also, it would be cool if there was some widely available standard 'developer friendly' contract (or even addendum to a contract) that software engineers could table when negotiating a new job. It should be fair to the employer too of course, but it would give less experienced developers or those in a weaker negotiating position for whatever reason something well thought out to use.
  • ditonal 10y ago
    I'm very interested in this because it's a great first step towards politically organizing. PM my username on Reddit if youre interested in collaborating.
    • chrshawkes 10y ago
      I sent you an PM on reddit, my name is Chris Hawkes I have a YouTube programming channel with close to 5 million views and over 40,000 subscribers all in the tech niche. I'll be glad to promote and provide exposure to this website/cause for free. Let's get this going?
• andrewstuart 10y ago
  One idea for tackling this is for the employer to say to the employee "We own everything you do 365 X 24, but we will give you exclusions for pretty much anything as long as you identify the side project name and description in writing." This means that just about all side projects are permitted, but must be identified in writing in advance, and gives the employer the chance to decline to approve, and in that circumstance then the employee can leave if they want.
• makecheck 10y ago
  No topic for a side project is really “safe”, which is why I hope most laws focus on what you do for a company and not what your company might ever do. I mean, imagine for instance that you simply had a band and tried to sell a few songs. And that you were an engineer. At some point in history, it would have made perfect sense to do this at Apple, with no overlap at all. Heck, I remember the ongoing lawsuits over the years from Apple Music just because of the name of Apple Computer at the time, and I think at one point they reached an agreement simply because Apple Computer was not going to be in the music business. And at the time, this seemed like a no-brainer, crazy to imagine Apple doing anything in music. And then, oops. So no, on a company-wide basis, no side project is really “safe”; companies can and do enter new lines of business, even things that seemed implausible at some point in the past.
• ThomPete 10y ago
  When I ran my design studio at it's height of 80 people I would encourage everyone to have side projects. When you reach that size people coming and going starts to become the norm. Just as each employer is not going to be valued as when you are a much smaller company, neither should the employee be forced to some sort of fake commitment to a company who is no longer able to care for others as a small tight band of brothers might do. So it's better to have people be able to do whatever they like to do in life. It's up to you to capture as much value out of them as possible and it's often quite telling about the position they have whether they end up wanting to spend more time on sideprojects than their main one. You have to expect people leaving you, because the reasons they join a bigger company is much different than a smaller one and it's quite shortsighted as a CEO of a company of the size of fog creek to think like that. Luckily there are other companies doing great encouraging side projects too.
  • bb611 10y ago
    Minor correction: As of December 6th, Joel is no longer CEO of Fog Creek: https://www.joelonsoftware.com/2016/12/06/anil-dash-is-the-new-ceo-of-fog-creek-software/ https://www.joelonsoftware.com/2016/12/06/anil-dash-is-the-n... However, he is still CEO of Stack Overflow and has over 300 employees, if I were one of them I might be pretty concerned about his take on side projects as my employer. I think in all likelihood, Joel means the article as a warning to developers who think they have more freedom than they might actually, and he's probably quite permissive about side projects at SO, but I agree the article doesn't come across that way.
• elihu 10y ago
  It seems to me that the right to work on side projects that aren't in direct competition to the work you were hired to do for a company is the sort of thing that unions might advocate for, if tech workers had unions.
• hellofunk 10y ago
  My three colleagues and I just took a look at our contracts after reading this. We are contractors, not employees. We saw this interesting phrase: "Contractor may provide services to third parties so long as Contractor does not provide any software development services to other entities. " "Other entities" is an interesting term. Since the contractor is explicitly mentioned in the text separate from these third parties or other entities, it would seem the contract does not prohibit the contractor doing work for himself.
• Buttons840 10y ago
  What happens if you and a few friends work on a side project and then your employer tries to claim ownership? Do your friends get to remove their contributions while you turn over a gutted and completely broken project?
• BuuQu9hu 10y ago
  SFC is working on a project called ContractPatch to show that it is possible to (re-)negotiate your employment agreements so that you own copyright on your work and to help developers go through that process. Some information about ContractPatch is in this recent podcast episode and the show notes: http://faif.us/cast/2016/nov/01/0x5E/ http://faif.us/cast/2016/nov/01/0x5E/
• ausjke 10y ago
  A good write definitely and I have been cautious on those, i.e. if I want to make some real products I do not work for anyone in-between to stay clean. Side-project is too tricky for both sides.
• tbabb 10y ago
  He doesn't mention that many companies who want to be friendly to their creative tech employees' habits have a legal/approval process for carving out specific side projects.
• kcl 10y ago
  Is Joel a supervillain? Why is Joel writing this and, given his obvious conflict of interest, addressing it to developers as if it were friendly advice, when it is not? I advise people not to work for Joel or his companies. This is developer-hostile advice from someone who should know better. You don't want to work for a guy like this or his companies.
• caseysoftware 10y ago
  Another key thing here, it doesn't matter if your boss says "sure, go ahead and do it!" That is NOT protection. Odds are your boss isn't authorized to say that. And further, it's not in writing so it's your word against theirs.
• known 10y ago
  Plausible for those who can https://en.wikipedia.org/wiki/Thinking_outside_the_box https://en.wikipedia.org/wiki/Thinking_outside_the_box
• mojomark 10y ago
  As an engineer at a defense contractor, I recently had to go through the process of having my company waive my 100% IP ownership clause so that I could work with a startup on my own time without fear of putting them in jeopardy. It took about 3 weeks to process the paperwork, and answer a lot of questions, but eventually the paperwork was signed. It only allows me to work freely with the one startup. However, the important issue here is the opportunity companies are missing by not offering any significant profit sharing from disclosed inventions. If I submit IP to my company and it gets patented, I get a $500 check. That's idiitic because it dissincentivises significant innovation, but it's unfortunately commonplace. To solve the dilema, companies simply need to get their greedy heads out of their rears and offer inventors a profit share percentage such as 10%. If they don't accept, the inventor should be able to do with the invention as they please, which includes selling or licensing.
  • webmaven 10y ago
    > offer inventors a profit share percentage such as 10% Hmm. Good idea, but don't focus exclusively on profits. Many innovations aren't profitable sources of new revenue per-se, but cost reducers (which can then make other previously-ignored sources of revenue viable).
    • mojomark 10y ago
      "...don't focus exclusively on profits. Many innovations... [are] cost reducers" I agree and I like your idea of also covering cost reduction efforts in profit sharing models. It is undoubtedly easier for companies to swallow a significant cash payout to an employee when they are receiving a large corresponding cash infusion resulting from sales of a developed idea. Following implementation of an efficiency improvement, understandably, as time passes companies tend to only see the current bottom line as the norm vice seeing "what could have been". You can project a companie's profitability over time and use this as a basis for a cost savings award. However, increased uncertainty with time makes it difficult to validate the truth behind estimated savings calcs (i.e. what is vs. what could have been). For example, if I intoduce a cost savings initiative instructing my customer to switch from diesel to LNG fuel based on the price of the fuels today, then next year diesel prices unexpectedly plummit, at the one year mark the initiative actually became a cost increaser. Thus, any award based on annual projected savings will also need to factor in the diminished value as a result of uncertainty. Cost savings projections are non-deterministic. I guess my point is that I think cost savings sharing is much more complex than a profit sharing, in which you simply take a cut of any profits (albeit a significantly smaller portion since the company is assuming the development/commercialization risk) that roll through the door. That said, I could see cost savings awards as a one-time award based on the agreed upon value at a given time, rather than an ongoing profit sharing program that pays out until the product is no longer profitable.
• mojomark 10y ago
  As an engineer at a defense contractor, I recently had to go through the process of having my company waive my 100% IP ownership clause so that I could work with a startup on my own time without fear of putting them in jeopardy. It took about 3 weeks to process the paperwork, and answer a lot of questions, but eventually the paperwork was signed. It only allows me to work freely with the one startup. However, the important issue here is the opportunity companies are missing by not offering any significant profit sharing from disclosed inventions. If I submit IP to my company and it gets patented, I get a $500 check. That's idiitic because it dissincentivises significant innovation, but it's unfortunately commonplace. To solve the dilema, companies simply need to get their greedy heads out of their rears and offer inventors a profit share percentage such as 10%. If they don't accept, the inventor should be able to do with the invention as they please, which includes selling or licensing.
• ChicagoDave 10y ago
  I've been a contractor and entrepreneur for many years. I do like the higher income that I can command as a contractor, but it's also a matter of principal that any work I do on my own for my own endeavors belong to me. My current client and I have talked about going "full-time" and I've even discussed it with their legal department. The problem is they have a culture of standard employment contracts and are extremely uncomfortable with the idea of someone having a non-standard employment contract. They said it was "possible", but I'd have to list the projects to be excluded from their interests. That precludes any opportunity to pursue any new ideas I would come up with. That's just a flat out non-starter for me. I come up with new ideas all the time and I pursue or network those ideas all the time. This is definitely a problem with my client and other large corporations. They understand that entrepreneurship is a growing interest of my many technical people and it has become a barrier to attracting those types of people. Something every corporation needs...people who think outside the box. Of course the primary issue is leverage. If you need the company/paycheck and don't have enough of a background to command a change in the standard employment contract, then you have to sign away all rights. Or you can just decide to be a contractor and explicitly state (where it's necessary), that the work you're assigning rights to is in some amendment and is listed in detail. All other creations/works are yours. Or you have a strong background with proven results and the corporation is interested in your services enough so that they will work with you on a non-standard employment contract.
  • mrottenkolber 10y ago
    I agree with your critique, but I disagree with this line of thinking: > If you need the company/paycheck and don't have enough of a background to command a change in the standard employment contract, then you have to sign away all rights. You're not signing away your rights, your signing away everyone's rights. What about the person who doesn't like to sign his rights away, but is now expected to, because some other poor person lead the way? Accepting this kind of bondage from employers means either setting a very bad precedent, or following a very bad precedent. Either way it hurts the workforce.
    • dwaltrip 10y ago
• ommunist 10y ago
  I always thought of Joel as one of important Excel authors. I was very much surprised to see he is CEO of Stack Overflow now. Giving context of the article, I am going to re-read carefully Stack Overflow ToS.
  • webmaven 10y ago
    > I always thought of Joel as one of important Excel authors. I was very much surprised to see he is CEO of Stack Overflow now. Huh. You've missed a lot in the intervening years. eg. https://www.amazon.com/Joel-Spolsky/e/B001K8FTIE/ https://www.amazon.com/Joel-Spolsky/e/B001K8FTIE/
• sgentle 10y ago
  I find this mindset totally disgusting, but I'm glad it's been summed up in such a concise way. > Being an employee of a high tech company whose product is intellectual means that you have decided that you want to sell your intellectual output, and maybe that’s OK, and maybe it’s not, but it’s a free choice. Let's clarify that phrase, "sell your intellectual output". Keep in mind that earlier in the article we discovered that "during work hours" or "related to your work" are not limits on its scope. What are the limits? The evident conclusion is that there are none. You are selling all of your intellectual output. A situation where every idea you come up with, everything you think, every last shred of creativity is owned by someone else is one of the most profoundly dystopian things I can imagine. But this isn't a sci-fi story, this is standard business practice. Selling all your intellectual output is selling yourself, and I think it's unconscionable. If you don't even own your own thoughts, what do you have left?
  • platz 10y ago
    my twitching due to self-restraint from posting marxist critiques of capitalism is ramping up again.
    • js8 10y ago
      I was trying to explain to creative people that "intellectual property" is basically enclosure of 20th century, but they had a hard time to grasp the analogy. In both cases, it's means to create an artificial scarcity where one didn't exist before. So they are bound to repeat the same mistakes that workers did before marxism.
  • deleted 10y ago
    [deleted]
  • yongjik 10y ago
    > A situation where every idea you come up with, everything you think, every last shred of creativity is owned by someone else is one of the most profoundly dystopian things I can imagine. That's rather overdramatic. Several centuries ago, every idea you come up with, everything you think, you could probably keep as your own because no one was interested and there was no way you could sell them and make living, even if you really wanted to, which you probably did not, because such a lifestyle was out of most people's reach. "What are you saying you've been up to all this morning, thinking? Cut out the laziness and go feed the cows, or there will be no lunch for you!"
• hasenj 10y ago
  Off topic, but I was surprised at the end of the article to realize this was Joel Spolsky's blog! I like the new design.
• deleted 10y ago
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• johnwheeler 10y ago
  It's just so wrong on so many levels to deny anyone their shot at independence. Companies taking advantage of ambiguities in the law or making employees live in fear of innovating on their own terms is wage slavery in its illest form.
• knocte 10y ago
  There's a loophole in most of these draconian contracts: they might own the copyright of what you do in your spare time, but they don't get to decide the license you use for your software (at least I've never seen any clause about this, ever). Then the solution is to use a liberal opensource license (MIT), and publish it somewhere. If you decide to reuse that code in the future for your own venture, you can just use it, the license allows you to do so even if the copyright is owned by your previous employer.
  • dangoor 10y ago
    That's not right. The owner of the copyright is the only entity that can decide the license of the code.
    • knocte 10y ago
      That's an assumption. Following that assumption, you would need to ask your employer if he agrees with any tiny contribution you do to any open source project out there. Which doesn't scale. What the employment contract does is own the contribution precisely because it doesn't make any sense to ask permission everytime an employee writes anything in his own time.
      • webmaven 10y ago
        > you would need to ask your employer if he agrees with any tiny contribution you do to any open source project out there. Which doesn't scale. This is why contributor agreements exist. They aren't per-contribution, but per-project (which scales much better).
      • dangoor 10y ago
        > That's an assumption. You're saying it's "an assumption" that only the copyright holder can dictate the license? That's not an assumption. That's the whole point of copyright. The owner of the copyright determines the terms under which others can use the copyright. Consider this: every open source project that has wanted to relicense but did not explicitly require a copyright assignment, had to talk to every single contributor to get their permission to relicense. > Following that assumption, you would need to ask your employer if he agrees with any tiny contribution you do to any open source project out there. Which doesn't scale. This gets into not what is legal but what is reasonable and sensible. If you write 20 lines of code using your work computer on work time and don't have prior authorization to give that code to an open source project, you technically have to get your employer's permission. Realistically, few employers would frown upon that. There are still companies out there that are not open source friendly. If you work for one of those, you'll find that you actually do need to get permission before contributing code. I should note that I am taking the US perspective on this. Different countries have different views of copyright, and as noted in the original post different US states have different views on employment contracts. IANAL, but I have managed and worked closely with some reasonably large open source projects and spent more than my fair share looking into licensing terms.
• schwarrrtz 10y ago
  At my last job working for a small software company, I was able to get my boss to modify the employment contract such that a specific list of other projects (attached as an appendix to the contract) was excluded from the work product & IP ownership clauses. The idea was that if I wanted to work on a side project, I would clear it with him first, and then we would sign a quick amending agreement to the original contract which added the new side project to the list. Major caveats: I haven't ever tested this method in an actual legal dispute. Also, the negotiation involved a shouting match in a crowded bar. YMMV.
  • caseysoftware 10y ago
    That's what I've always done. I've found that most employers have few issues with saying "these projects predate employment and we don't own or want them." In one case, I had a clause that said "anything that increases my recognition in [area of tech] is now owned by the company." It was almost too broad but I managed to stay well within the bounds and never have a "questionable" project.
  • webmaven 10y ago
    > I haven't ever tested this method in an actual legal dispute. I have seen this method tested, and it works (modulo bad phrasing in the actual amendment).
• iamcreasy 10y ago
  How does it affect the side projects(open/closed source) that you were already working on before taking up the new job?
  • grabeh 10y ago
    It would depend on the local laws and the wording of the contract. It would be highly unusual for an employer to claim ownership over pre-existing IP (unless that was the reason they were hiring you). Of course even if pre-existing IP is owned you don't want to be in a position where contributions to the same project after date of new employment are owned by the company, creating a divide in ownership.
• jbrazile 10y ago
  I am surprised nobody here has yet mentioned the real case of what happened to Evan Brown, the former president of the Dallas Ft Worth Unix Users Group who worked at a telephone switch company as a system administrator and had an idea for a generic code translator. Maybe the New York Times tells it best: http://www.nytimes.com/1997/09/08/business/an-idea-not-yet-born-but-a-custody-fight.html http://www.nytimes.com/1997/09/08/business/an-idea-not-yet-b...
  • zem 10y ago
    interesting case. the everything2 writeup seems better than the nyt one: http://everything2.com/title/The+Thoughts+of+Evan+Brown http://everything2.com/title/The+Thoughts+of+Evan+Brown
    • ScottBurson 10y ago
      Ah, thank you. Yes, that puts quite a different light on it.
    • deleted 10y ago
      [deleted]
  • Asooka 10y ago
    That and the e2 article both don't mention what actually happened in the end, does anyone know? Presumably Mr. Brown liquidated everything, ran out of money and died a beggar on the streets.
    • jbrazile 10y ago
      I wondered that myself having left DSC and moved away from DFW long before the story concluded. Some details from 2000... https://groups.google.com/forum/#!topic/comp.dcom.telecom/SqmtzRHWsXM https://groups.google.com/forum/#!topic/comp.dcom.telecom/Sq... And a few more from 2004... http://www.law360.com/articles/1899/appeals-court-affirms-ex-employee-s-idea-belongs-to-alcatel http://www.law360.com/articles/1899/appeals-court-affirms-ex...
    • 10y ago
• dfraser992 10y ago
  If you read the fine print, software can't fall under the 'work for hire' provisions. At all. People think so, but just saying 'work-for-hire' in a contract isn't valid (enough). There has to be a explicit copyright transfer process backed up by paperwork. I ran into this myself, but decided not to get in a tussle with this client who turned out to be ripping off customers, not paying me, etc. etc. Things had been progressing along under the assumption the company owned the copyright, or I was implicitly transferring copyright, and to go and try claw back everything I'd written would have been perhaps futile (the courts would not have thought much of my change of mind) and a very big time and money black hole. I thoroughly pay attention to contract matters now. I never had a bad client before and none of the stuff I'd developed before either seemed valuable enough. But writing _all_ the code for a startup that ... oh, I don't want to take about it :)
• ed_blackburn 10y ago
  It seems completely alien to me that a third party could claim ownership of something I've built because I'm using a craft / skill that they pay me to use too. I live in the U.K. And work as a contractor. I've seen odd looking IP clauses in contracts but have amended them or felt confident I can sign them irrespective.
  • pmiller2 10y ago
    What are some examples of clauses that looked odd that you signed anyway?
  • deleted 10y ago
    [deleted]
• tdeck 10y ago
  I just started at Google this week, and this is something I'm terrified of. Side projects are vital to my personal identity and development, and knowing that I own them is vital to my motivation. The thought that my employer might try to claim ownership of work I've done all on my own fills me with apprehension and I still haven't figured out what I will do about it. My old employer was one I felt that I could trust to not abuse its power.
• malikNF 10y ago
  Reminds me of something I read awhile back. (Companies, not employees, to get credit for inventions if merit system in place) http://www.japantimes.co.jp/news/2014/10/10/national/companies-to-get-credit-for-inventions-rather-than-employees-if-merit-system-in-place/ http://www.japantimes.co.jp/news/2014/10/10/national/compani...
• Illniyar 10y ago
  I've had to reject an offer I wanted because the IP terms were draconian (even beyond what I consider standard) and the company wouldn't badge on it. Other companies did agree to make changes to get an otherwise unacceptable contract bearable. This situation has taught me 2 things: 1 - most developers don't care, those that do know about it, don't think it's a big deal. 2 - because it has basically become industry standard developers assume it's OK and that no one would sue them.
• alfonsodev 10y ago
  Great, more reasons to procrastinate on our side projects :(
• xvilka 10y ago
  Well, why not just go development and collaborative way of doing things and not make a gist/repo with a list of companies friendly to side projects, and unfriendly? Like Glassdoor it will add more clarity and competition to those companies, since people would know what they're signing for _before_ sending CV, going to interview or signing the offer.
• oelmekki 10y ago
  I encountered such clause in my contracts twice, in France. I'm glad to finally know the reason why, it just looked suspicious to me (and when I asked about it, each time I was answered: "this is standard contracts"). The two times, I asked to change it. First time I asked to mention that I keep ownership of my opensource projects, since it was what I was doing mainly with my free time. The second time was less obvious, because I was cofounder/CTO, and I didn't really have a distinction between my "work for company" time and "work outside" time. I also was working on a side project meant to become a business. I took it that they wanted me to transfer IP to the company, but didn't want to let the ownership of my other project go as well. So what I asked was to change text to say that company had ownership for all my non opensource code that was effectively used by the company. This gave them ownership of everything I was writing for them while at home, while still securing my ownership on my totally unrelated project (without any ambiguity possible).
• dustinmoris 10y ago
  This was totally biased bs. Not all companies try to own all your intellectual work and if they do then look for a new employer. And in 99.9% of cases it's super easy to understand what is related work and what is not. If your company builds an online casino and you write code for a slot from 9-5 then the next social network, airbnb or uber you do at home is completely unrelated. Only a total jerk would try to claim the right on such a side project and only an even greater jerk would try to justify it with a biased blog post.
  • yoz-y 10y ago
    You have obviously never tried to find a job in France. All big companies and laboratories will make you sign a no-compete agreement which encapsulates 100% of any code you could write. Even most startups do so. It is a shitty situation.
    • dustinmoris 10y ago
      You are right I never worked in France. I worked at many companies and I never had anything like this in my contract. The only standard thing I get every time is to not be able to work on anything that directly competes with my employer.
      • yoz-y 10y ago
        The problem is that the "direct competition" is too vague of a term to rely on. If you work in a services company, then practically any code is competing with them. If you work for a startup, then they can pivot at any time. The one concession I got was that I can negotiate the ownership of code I do outside work case by case.
• ivanhoe 10y ago
  Why not just ask for a permission from the management? Drop 'em an email, explain what kind of side projects you plan and that the work will be done strictly in your free time and not interfere with you work for them. It's 99% that they'll answer it's OK, it's at that early point insignificant issue for them, and later that email response is legally binding as much as any contract. Of course, it's a smart move that you get a legal advice how to phrase the question to cover your ass properly for your state/country laws.
  • csomar 10y ago
    I highly doubt they'll answer "Ok". That makes the contract void and pointless.
• red_admiral 10y ago
  I'm not familiar with the US legal system but this sounds to me like solving the wrong problem. Take the example of the game developer - why can't you create a contract that says you pay her for 6 game ideas, including the IP to these games? It shouldn't matter if she comes up with those ideas during 9-5 or any other time. It shouldn't matter if she comes up with another 4 ideas of her own on the side, or even works part-time for someone else too. You're paying for an outcome, 6 games including all associated IP because that's what you're going to sell on to the public.
• x3al 10y ago
  Disclaimer: I'm not a lawyer. In some countries, it's quite different. In Russia, you own anything you made as long as * you don't touch it while you're on duty * you don't use the employer's equipment Obviously, you still can't use any information classified as 'trade secrets' at your current job because it's covered under another law. You can even work in a directly competing company (or start one) WHILE being employed because job contract can't legally regulate your off-duty time and you can have unlimited number of side-jobs, as long as it's under 20-hours-a-week, in addition to your current full-time job. You don't even have to notify your full-time employer about it. The 'non compete clause' doesn't work. And your full-time employer can't even fire you (legally) just because you work in/own a competing company, as long as you follow all the regulations. Even the 'I don’t just want to buy your 9:00-5:00 inventions. I want them all' in the job contract can't work if I understand the Russian laws correctly.
• klausjensen 10y ago
  Does NOLO nontract in "...this particular clause is built into the standard Nolo contract and most..." ...refer to the website nolo.com (which seems to be about legal stuff like contracts), or is it an acronym for something else?
• mingabunga 10y ago
  We share a lot in my company - I don't mind if the devs want to use some of the stuff we make and in turn they offer stuff they make to me. Works well and there's a lot of trust. we cover it legally too.
• solatic 10y ago
  Isn't there a relatively easy way to solve this problem? As an employer, when you decide to hire someone to produce software for you, you assign them a private key tied to a certificate issued by the employer's certificate authority. The employer then has tooling which requires all commits to the employer's repositories to be signed with a certificate issued by the employer's certificate authority. Then it's very simple: any code which has been signed by those certificates unambiguously belongs to the employer. Any code which has not been signed by those certificates does not belong to the employer. Employers can demand that employees sign their work with these certificates in order to consider the work done, so employees who refuse to sign the work with those certificates risk giving up their salary for breach of contract. Employees are then free to sign whichever code they want on their free time, and assert ownership by virtue of it not being signed with their employer's certificate.
  • walshemj 10y ago
    What is to stop an employee cloning his work and signing it with his key
    • solatic 10y ago
      There isn't, but remember, the whole point of signing something is to put it out there in the open. If an employee grabs older work, signs it with his personal-project key, and then tried to sue the employer for using code which belonged to him, then the employer could easily show a court the timestamps/logs which prove that the code was originally signed over to the employer and thus belonged to the employer under contract. And if the employee is secretly signing work with his own key over time before signing it with the employer's certificate, then his own record of ownership will be in parallel to the employer's record of ownership, thus proving that the work belongs to the employer under contract. The whole point is how to distinguish work that the employee is not signing over to the employer at all - because it's originally a personal project. Then the employer will have no record of the code being signed over to the employer, and the proof clearly shows the code belonging to the employee.
      • 10y ago
• cauterized 10y ago
  I'm fortunate enough to have a friend who is an employment lawyer and as a favor will read through any new employment contract before I sign it. She'll point out any clauses (not just IP clauses) designed or phrased in such a way as to be unfair in the employer's favor, and will suggest alternative language that protects both them and me. I have yet to encounter an employer who wouldn't accept a few small changes to an overly broad IP clause, and print and sign a fresh copy of the contract with the changes incorporated. My current employer took very little convincing to accept the idea that they only wanted the IP created for them, not all IP created during the period of my employment. After all, as I pointed out, they have no more interest in owning the code or design of my block association's website than I have in giving it to them. And it's unreasonable to expect me to cease to be its maintainer just because of a job switch from a fashion startup to an entertainment industry startup. As long as I don't work on it during work hours or using a work computer/internet/etc, why should they care what I do with my evenings and weekends? So they accepted a modification. Of course, we might have trouble if I tried to compete with them in some way. But even if in my spare time I create a tool or library that eventually ends up being useful in building their own software, I retain the IP to that library. I might not get away with licensing something like that to them for a fee (good faith cuts both ways), but if it's already BSD licensed anyway, they can add it as a dependency and everyone's happy. And if I want to be paid for contract work for an unrelated startup on weekends, well, that wasn't the use case I used to convince them. But the contract modifications give me the right to do so without turning the IP over to them. And again, if it's not competing, why should they care? TLDR: Read and understand contracts before you sign them. Get help understanding if you need it. Don't sign something you don't want to be held to the letter of. Sometimes employers are flexible.
• epynonymous 10y ago
  it seems to me if the technology is unrelated, for example, if you work for an enterprise software company and you created a web app for consumers regarding your hobby of sports. i think what joel's saying is if that they're sick enough and the employer wants to sue you, they definitely can, they have the legal ballast to take you to town. but would they? i guess that question depends on a couple things, one if they have some personal vendetta against you, they want nothing more than to make your life miserable. or two, they think what you've built is lucrative and they want a piece of it. i'm just curious if there are precedents where someone's side project, completely unrelated to their company's product/market/customer base, but it ended up being lucrative and the company negotiated some shares/ownership of the side project become startup.
• chrshawkes 10y ago
  Joel's exposure and 100 million dollar mindset is frustrating. I created a video response expressing my distaste for such contracts Joel feels should be the status quo and really feel we need to come together to make sure laws are passed to protect the creative freedoms of all developers. https://www.youtube.com/watch?v=l6ypPpk9ymg https://www.youtube.com/watch?v=l6ypPpk9ymg The ball shouldn't just be in the employers court for all intellectual property created while employed. Joel is just another uber rich techie doing what he can to make sure nobody under his staff is able to build the next big thing. I'm boycotting StackOverflow & all of StackExchange as well.
• ascotan 10y ago
  This article is FUD. Employer contracts are concerned that you are attempting to take company proprietary information and repackage it on your own time for sale. This sort of behavior clearly falls into 'inventions'. However, most of the contracts I've seen have a clause which states that the invention must be related to the business of the company. If you work in the games industry and make games on your own time for sale, your employer might take issue with that. If you work at a games company and run a real estate business on the side, who cares? Similarly, if you work at a games company and write real estate software, they're still not likely to care. The issue arises: - where the customer you are getting money from is the same customer (potential customer) of your current employer. - where the IP in your side project has potential business value to your current employer. If in doubt, you simply tell your employer up front and get it in writing (email) that it's o.k. I've done this in the past, and the HR department usually will defer the decision to your Manager, who has to make a determination if the work you're doing has potential cross-cutting business concerns. The bigger issue (from an employer standpoint) is that you are not devoting 100% effort to your current employer. So as long as: - you make it clear that there are no customer overlaps - there is no IP that the company would ever be interested in - that this is done own your own time (and off-premises) No one should care what you do in your own time.
  • simonh 10y ago
    Everything you write here is consistent with the article. What are you actually disagreeing with?
    • ricardobeat 10y ago
      Not at all. The bottom line of the article is 'your employer owns everything you do during the employment period, quit if you don't agree'.
• sbov 10y ago
  Do companies really want this? Doesn't this mean I can host my side project on company infrastructure? Commit it to company repositories? Submit it for code review which will probably be done on company time?
• joeljumpedshark 10y ago
  Joel is both asserting that a particular state of affairs presently exists that quite likely doesn't--specifically that employers have a strong rather than tenuous legal claim to all side projects produced by their developers due to the vagueness of the relatedness clause of the California law and the contracts incorporating it--and also attempting to convince his readers, most of whom are developers, that this is entirely appropriate and that they should just accept it as a normal consequence of salaried employment. This really does change my opinion of both Joel and FogCreek, and certainly for the worse. I wonder, did FogCreek actually prevent Ted Unangst from contributing to OpenBSD as a side project while he was with them? If so, that's horrible. And how much have FogCreek, StackOverflow, and other companies that seek to greedily arrogate the entire creative output of their employees benefited from open source software began and continued as the very side projects this blog post cautions against? Utterly hypocritical. I second the call of another poster: we need a professional association (union) of the kind that lawyers, doctors, and dentists have. IEEE and ACM could easily function as such, and in fact, they already provide many of the same practice standardization and continuing education functions that other professional associations do. All that's missing is the rent-seeking behavior to ensure we earn what we're worth and keep employers like Joel honest.
  • __derek__ 10y ago
    > we need a professional association (union) of the kind that lawyers, doctors, and dentists have A nit-pick: those professions have guilds, not unions.
• max_ 10y ago
  WOW! I like the new layout! :)
• ns8sl 10y ago
  And of course, nothing stops an employer from harassing you legally. I was working on a personal project once and it seemed to make sense to join it with another product from another company. We collaborated on the combination design, but never moved forward with it. I never joined the company and I was never compensated in any way. No joint product or code or anything was ever produced. However, the CEO of that company threatened me with legal action when I joined a different company to implement what I was working on. He sent a cease and desist to me and the company. I had to retain a lawyer to fend that off. Luckily, the accusations were so ridiculous it wasn't hard.
• avmich 10y ago
  What about a situation when you develop something in a company, then company doesn't show interest in it and effectively shelve it, and then you leave the company and want to come back to developing it? Be it in another company, which is yours or not? Technically it's a property of the previous company. However if you later enhanced and expanded it further, you ought to have a share. And in practice, don't we have some good examples of startups which were built on ideas initially rejected?
• anondev77 10y ago
  I'm in this exact situation right now where I worked as a developer for a small company. I did a side project, and they demanded I hand over the project so they benefit from it. I refused, and we are deep in a costly legal battle. But it is a matter of principal that I won't let those a*holes benefit from something I did at home, on my equipment, without any of their IP, and unrelated to the work I did. I can tell you I've learnt a valuable lesson and will never sign an generic software development employment contract like that again.
• aorloff 10y ago
  Usually when you sign that inventions assignment agreement (the dreaded PIAA), there is a place where it says, now list on Appendix A all the inventions you previously created PRIOR to coming to work here. And THAT'S the place to leave truck-sized holes to drive through, especially if you have a good idea of what your side project interests are at that point.
• staticelf 10y ago
  In the country I live in (Sweden), such contracts are very rare and I don't even think they would be valid in court here. What you do in your spare time is your own shit. In Sweden, you cannot force a worker to only have one job for example because that is illegal.
• kodisha 10y ago
  At the moment I am not working at any side project, but occasionally I have idea or two, and I was just waiting for a right time to start working on them. Reading this was quite devastating, not even started, and I feel like I already lost, even though my side project has next to nothing to do with my current industry.
• stefek99 10y ago
  "Most developers think that the work they do at work belongs to their employer, but anything they work on at home or on their own time is theirs." NOT ME. I dread the time when in order to pay my bills I had to sign a contract... Released all my ideas to the public domain: https://github.com/genesisdotre/wiki/wiki/Ideas-released-to-public-domain-prior-to-signing-very-restrictive-employment-contract-(January-2014)#releasing-ip-before-it-is-too-late https://github.com/genesisdotre/wiki/wiki/Ideas-released-to-... "original matter, work or creation" - on my occasions I wanted to ask how about: 1) cake recipes 2) gardening 3) drawing with my kids 4) urine and excrements 5) photography (if I was to create YouTube channel talking about philosophy that would inevitably belong to them as well) Can we please introduce employment contracts that are fair to both sides?