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Comment by mcv | Hacker News Reader

Whether or not your employer can claim ownership in court depends entirely on your contract.

But no matter what's in your contact, that route is probably not your best option. From what I understand, you created, in your own time, a project that is valuable to your employer, and that they want to use and develop. You're the expert on this project. Not just that, you designed every aspect of it, popularised it, and your employer apparently likes it enough to want it. These are valuable skills. At the very least, this should imply a nice raise. Perhaps a promotion. You're the natural PO and the natural lead developer for this project.

I would discuss this with your employer. See if they're willing to give you a nice promotion with this project as your primary responsibility and an accompanying raise. Maybe a bonus too.

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> Whether or not your employer can claim ownership in court depends entirely on your contract.

Entirely this.

I got burned by this years ago, developing side project that was completely unrelated to the sort of work my employer did, and was not developed using any company resources. But my employment contract specified that my employer had first rights to anything I developed at all during the term of my employment.

From that time on, whenever I'm negotiating a new employment contract, I make sure that any such clause is omitted from it. I've never had an employer completely balk at that, although some have negotiated a middle ground where they get first rights to a time-limited exclusive license to any side project I do that does overlap with their activities.

This sort of thing is why I advise people to actually read and understand employment (and all other) contracts before signing, and to not be shy about requesting changes to them if the terms aren't acceptable.

Also, don't listen to verbal assurances like "that's just boilerplate, we never actually enforce that". That may or may not be true at the moment, but there's no guarantee it will remain true over time. When the rubber meets the road, what the contract says is what will happen.

What state were you in?

It's been a while since I was at a company that had that clause in it, but if I was in that situation in the future then at the minimum I'd want to ensure that I could still work on open source projects on my own. I was wondering what is the best way to phrase this with a potential employer (esp. if you are out of work, and desperately need that job)?

I was thinking along the lines of "Hey, I periodically do volunteer work for various charities, and I think this clause could hurt them. Could we add in that work not directly assigned to me and is related to a non-profit / charity is excluded from this clause?"

That way, if anything comes up, you could turn over copyright to the FSF or similar organization and you would be covered.

Asking about something in a weird indirect way is worse on all counts. Just ask directly if open source contribution is encouraged or allowed. If it isn't, and you still want to work there anyway, no company that's remotely decent is going to rescind an offer just because you asked about something.

In my opinion, it's better to ensure that you have the right to do whatever you want, and reap the benefits of that, if what you're doing does not compete with your employer. That way, you're covered with OSS projects as well as any others.

> I got burned by this years ago, developing side project that was completely unrelated to the sort of work my employer did, and was not developed using any company resources. But my employment contract specified that my employer had first rights to anything I developed at all during the term of my employment.

Seriously? Did you not read the contract?

Most contracts specifically say that the work has to be RELATED to whatever you're doing at your day job. Blanket "we own everything" statements should never be accepted, ever.

sometimes clauses are implicit in the law or collective contracts or come from case law so on the contract you sign you don't have to specify it, contracts are still bound by law and law takes precedence most of the time and ultimately you have to read the whole thing to know what a contract actually bounds you to in it's entirety, which is way you resolve disputes you need a specialist

Italy for example has a blanket "we own everything" statement on the standard collective contract, and to work around that you need to write an agreement and sign it on the side (not on the main contract) or it won't stick in court because all clause against the collective contract are considered vexatious by default and require special care

> Blanket "we own everything" statements should never be accepted, ever.

That's a value judgment that others might not share.

Also, that's easy to say if you have a steady, secure job that pays well. But if you don't, and you need a job else you might not make your next rent payment, maybe you can't be so picky.

Same deal if all the desirable jobs in your area have clauses like that and you can't or don't want to move.

> if you don't, and you need a job else you might not make your next rent payment, maybe you can't be so picky.

Yes. Early in my career, I had been in this situation a couple of times. What I did then (and would do again) is to suspend any work on such private projects entirely until I can find a job with a more reasonable employer.

I went further and negotiated copyright ownership of all open source code I produce for my employer:

https://lists.sfconservancy.org/pipermail/contractpatch/2018...

Software Freedom Conservancy reminded me that everything is negotiable:

https://sfconservancy.org/contractpatch/

> time-limited exclusive license to any side project I do that does overlap with their activities

Thank you for your answer. Could you please elaborate on this one? What does the exclusive license entails? Do you get ownership back when the time expires?

I never relinquish ownership -- that's nonnegotiable for me. The concession I'm talking about here is that the contract specifies that I retain ownership and copyright, but I commit to offering my employer the option to exclusively license it from me for a limited period of time. What the limit should be is open for negotiation, although I prefer that the limit isn't specified in the employment contract, but that it gets negotiated should the employer actually want the license.

When the exclusive period is up, that doesn't mean the license is inoperative, only that I am free to license it to others as well.

Note that when I say "I" here, I really mean my attorney. These sorts of things can be tricky, and I am no lawyer. Also, it's very hard to make this sort of thing foolproof -- if an employer wants to screw me, there are a few ways that they could.

Law and court decisions trump contract.

California, for example, does not allow contracts for ownerships of things done on your own time, your own equipment and not related to your employer.

Thank you for your comments!

This would have been natural but the timing of this could not be worse. I just got a raise (last week) and I doubt they will consider anything more. They gave me a raise because I was doing good work for other things. I've serious doubts that there would be any financial barter possible.

I'll probably the lead for the project and my managers are fine with that. Promotion is something that I've considered either so thank you for that suggestion.

looks like you've outgrown your workplace.

An alternative is to sell them IP. Whether they're interested in that is another thing, but if your employment contract doesn't contain relevant clauses that automatically transfer IP ownership to your employer, it also doesn't seem like a bad solution to the problem.

There are other forms of compensation, such as more vacation time, company-sponsored attendance (ie. membership, travel, and lodging) at industry events, a continuing education budget, a private office, higher company matching funds for your 401k, etc.

Think "perks" rather than "salary".

Wrong about contracts. What matters is law and precedent. Contracts may be entirely unenforceable.

Seek legal advice from professionals.

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