6 ms·

Ask HN: Boss claims company will own side project even if built off the clock

7 points by racingmachine 15y ago

Sorry for no karma, wanted to create a new account to ask this question. When I started working at my current company, the owner purchased a project of mine when I came on board. He mentioned at one point that I shouldn't work on side projects relevant to my job with the company because, seeing that I work remotely, he couldn't be assured that I built them in my free time. He also said that they could be considered company property because of this. I never signed an NDA or non-compete that elaborated on this, this was just a quick discussion. Needless to say, I've got a new project that I am anxious to get started on. I don't even have time to work on it "on the clock" but I'm nervous about maintain ownership. Should I log the hours I work on it? Should I inform my manager? Does anyone else have advice on how I should handle this?

chris_dcosta 15y ago
I'm a bit lost. What do you mean they acquired a project of yours? How did they find out about it and what made you sell (?) it to them? Did they threaten you or did you offer it to them? In future you should tread carefully - you can't have it both ways, and it looks like you may already have set a precedent that may be difficult to defend legally speaking, if they wanted to grab your next project, and they may be in their rights to fire you if you start a company with another founder to pursue this new idea. If you are nervous about ownership keep it secret until you can launch and then resign and go at it full time or get another job with another company on different terms.
- racingmachine 15y ago
  It was part of me coming on board with the company, so it was a mutual thing.
  - chris_dcosta 15y ago
    I saw you changed the wording of your question. It's a bit clearer now. I can see the flexibility of wanting to join as an employee whilst your product was purchased by your employer rather than as a founder/director, but I question your employer's motives for proposing this. It's still not clear if you were paid for the acquisition or it was a gift from you. If your salary is sort of counted as payment for the product, then you are working for free. Do you see the issue? In short I would be pretty annoyed, because they appear to have let's say convinced you that this is a good deal when in fact you stand to lose quite a lot. If the product is so good they better be compensating you way beyond a normal salary. If they are compensating you well then actually you might be on to a winner, in the sense that you already have a potential buyer for your next venture, but you need to get the agreement to build a Proof of Concept that you own. That way you give them the choice but retain ownership until you want to release it.
tomfakes 15y ago
At my last company, we added to our employment contract a place for new employees to list all the outside projects that they had at that time, including open source projects they were involved in. During employment, they could add to this list, depending on if the project actually competed with us or not. This makes it clear where the lines are, so there's no ambiguity. You may want to see if you can have this discussion before going any further with your new project.
vscore 15y ago
If you didn't sign any documentation you should be in the clear. However I would definitely create documentation about when you work on it, that you weren't using company equipment (computer, reimbursed internet, phone etc.) in the process of creating the project. Until the project is up and running I probably wouldn't inform him in case you risk losing one or the other.
mgkimsal 15y ago
Tell him you're working on a child porn browser, or that you're building software by copying binary chunks of MS Office in your code. See if he still wants to claim ownership of everything you build, then decide to hammer out a more explicit arrangement for deciding IP ownership.
wh-uws 15y ago
Depends on where you are and what you signed. Different states have different laws with regard to this kind of stuff. Make sure to read the ownership clause.
latch 15y ago
I think the advice you've gotten so far is poor. There's only one thing you should do at this point: talk to a lawyer. Any other action you take is foolish. It depends on where you live, and it depends on what your contract says (you did sign something, right?). For what it's worth, the entire scale is heavily slanted in their favor. They could simply give you a new contract to sign that prohibits that specific project and fire you if you refuse to sign it (yes, that's 100% true, in contract law maintaning your job is a form of Consideration(1) ). Typically side projects are documented and signed off on by the company at which point you are in the clear. You are far better off assuming that anything that isn't explicitly stated will end up working in their favor. (1) https://en.wikipedia.org/wiki/Consideration https://en.wikipedia.org/wiki/Consideration
tutufan 15y ago
Honestly, I think the best advice would be to just find a new job. Don't mention this issue at all when you leave--just give the standard name, rank, and serial number (i.e., "I love working here, but someone made me an offer I just can't refuse, etc.") Unless you're getting filthy rich working with this guy, it's probably not worth it.

7 points by racingmachine 15y ago

chris_dcosta 15y ago

I'm a bit lost. What do you mean they acquired a project of yours? How did they find out about it and what made you sell (?) it to them? Did they threaten you or did you offer it to them? In future you should tread carefully - you can't have it both ways, and it looks like you may already have set a precedent that may be difficult to defend legally speaking, if they wanted to grab your next project, and they may be in their rights to fire you if you start a company with another founder to pursue this new idea. If you are nervous about ownership keep it secret until you can launch and then resign and go at it full time or get another job with another company on different terms.

racingmachine 15y ago
It was part of me coming on board with the company, so it was a mutual thing.
- chris_dcosta 15y ago
  I saw you changed the wording of your question. It's a bit clearer now. I can see the flexibility of wanting to join as an employee whilst your product was purchased by your employer rather than as a founder/director, but I question your employer's motives for proposing this. It's still not clear if you were paid for the acquisition or it was a gift from you. If your salary is sort of counted as payment for the product, then you are working for free. Do you see the issue? In short I would be pretty annoyed, because they appear to have let's say convinced you that this is a good deal when in fact you stand to lose quite a lot. If the product is so good they better be compensating you way beyond a normal salary. If they are compensating you well then actually you might be on to a winner, in the sense that you already have a potential buyer for your next venture, but you need to get the agreement to build a Proof of Concept that you own. That way you give them the choice but retain ownership until you want to release it.

tomfakes 15y ago

At my last company, we added to our employment contract a place for new employees to list all the outside projects that they had at that time, including open source projects they were involved in. During employment, they could add to this list, depending on if the project actually competed with us or not. This makes it clear where the lines are, so there's no ambiguity. You may want to see if you can have this discussion before going any further with your new project.

vscore 15y ago

If you didn't sign any documentation you should be in the clear. However I would definitely create documentation about when you work on it, that you weren't using company equipment (computer, reimbursed internet, phone etc.) in the process of creating the project. Until the project is up and running I probably wouldn't inform him in case you risk losing one or the other.

mgkimsal 15y ago

Tell him you're working on a child porn browser, or that you're building software by copying binary chunks of MS Office in your code. See if he still wants to claim ownership of everything you build, then decide to hammer out a more explicit arrangement for deciding IP ownership.

wh-uws 15y ago

Depends on where you are and what you signed. Different states have different laws with regard to this kind of stuff. Make sure to read the ownership clause.

latch 15y ago

I think the advice you've gotten so far is poor. There's only one thing you should do at this point: talk to a lawyer. Any other action you take is foolish. It depends on where you live, and it depends on what your contract says (you did sign something, right?). For what it's worth, the entire scale is heavily slanted in their favor. They could simply give you a new contract to sign that prohibits that specific project and fire you if you refuse to sign it (yes, that's 100% true, in contract law maintaning your job is a form of Consideration(1) ). Typically side projects are documented and signed off on by the company at which point you are in the clear. You are far better off assuming that anything that isn't explicitly stated will end up working in their favor. (1) https://en.wikipedia.org/wiki/Consideration https://en.wikipedia.org/wiki/Consideration

tutufan 15y ago

Honestly, I think the best advice would be to just find a new job. Don't mention this issue at all when you leave--just give the standard name, rank, and serial number (i.e., "I love working here, but someone made me an offer I just can't refuse, etc.") Unless you're getting filthy rich working with this guy, it's probably not worth it.