2w ago

Employment contract that allows for open source projects, advice needed

I want to create a hobby project and release it under MIT. I work as a developer professionally and i have some clauses in my employment contract that gives any IP to my employer. My employer is open to amending these and/or adding exceptions for specific projects. Can anyone point to guidance resources on how to formulate such exceptions properly?

// EDIT: My contract is not totally strict, it refers to applicable laws and the wording is something like ‘knowledge gained through company activities belong to the company’, which is probably intentionally vague. Also: i like my job and employer and they are open to FOSS. My only concern is whether some higherups might disagree at a later point which is why i want to get the wording right. Will not spend money on a lawyer - it’s not that important to me. Thanks for sharing your experiences so far.

CC image ref.: https://thebluediamondgallery.com/legal/employment-contract.html

55 comments

Like, things you work on during your personal time, using personal resources, belongs to your employer?
That sounds illegal. I don’t know where you live but that does not sound right.
- Disney is pretty widely known to have contracts like this. They basically boil down to “anything creative you do while employed by Disney belongs to Disney, even if you did it outside of working hours.” Because Disney doesn’t want artists, animators, writers, etc to take characters or writing with them when they quit, by claiming that it was created when they were off the clock. That would potentially run the company afoul of IP laws (the same IP laws they lobby congress to make, and wield like a cudgel against smaller creators) if an employee took a character with them when they left.
  Basically, if you want to do any personal projects while employed by Disney, you either already started them before you were hired, or you’re going to have to wait until your contract is up.
- I would like to use the company machine if possible, but outside of work hours. My current contract is formulated in vague terms with references to the applicable laws (Denmark), so i’m sure it’s legal.
  
  Bad idea from the start. Anything you make on company equipment belongs to the company. You signed and approved that. Changing that only opens up liability for the company and so even if they do approve it it will be worded against you. If you push anyway to the open source project then that opens the door for your company to attempt to claim ownership too. All around it's a lose lose situation for you, and the project.
  Coding does not require a supercomputer. Go pick up a used laptop somewhere and do the work off of that.
  
  Do not use a company machine for personal projects. Anything that touches a company machine will inevitably belong to the company.
  Just get a beat up old Thinkpad for like $20 (or for free, if you’re friends with the company IT folks and they’re discarding old stock) and install something like Linux Mint to get it up and running.
  Don’t even use company-owned software licenses. For instance, if you want to make a game, don’t use your company’s Unreal Engine license to do it. Use a personal license (or something free, like Godot) instead.
  
  If you use company resources they absolutely can claim ownership on whatever you create. That much I do know. Though to be fair I’m in Canada so our laws will definitely differ in some ways.
  
  IP ownership isn't something that you can definitively establish at the outset of a project (even if you copyright code and secure patents for protectable ideas), and wrapping your work in an MIT license won't preclude infringement claims later on. Plenty of employers sponsor open source work, so it's not a crazy ask, but it's usually work that serves the company's interests. You can ask for permission to work on a project with the mutual understanding that it be MIT licensed, and 2) once work hits a release milestone, get written confirmation from your employer that they grant any claims of ownership to you (or whoever).
  If you want more than informal promises from your employer, you'll find that a spare PC is gonna be much cheaper than the legal consult and drafting of any agreements you or they may want.
- It’s common in the US Tech industry. It’s considered “voluntary” because you could always say no and find a different job, or you could negotiate the removal of that clause. Often at the beginning they give you an opportunity to list your existing obligations that would be exempted. Always read the fine print of your employment agreement.
  
  I’m just glad to live in a country where companies don’t get to own people.
If you want legal advice, consult a lawyer.
I have had similar work contracts.
do not use ANY company resources. This could put you at risk of theft.
do not do it on company time or make it look like it's on company time. See point 2.
you are liable for being fired if you break your work contract in most of the US.
whether or not you actually own the IP you created is unfortunately subject to state laws (in the US)
I want you to be successful. Don't hurt your future career prospects
- do not use ANY company resources. This could put you at risk of theft.
  do not do it on company time or make it look like it's on company time. See point 2.
  Did you mean "See point 1."?
  
  Nope, your stuck in the loop now. Keep reading.
If the project isn't related to what you do at work, you don't do it on company time, and you don't use company hardware, you're most likely fine.
- You're still liable if you've used knowledge gained at work. The safest way is to let your employer sign off every release you want to make public.
  
  If the project isn't related to what you do at work
  
  The first sentence is false. The second sentence is debatable.
  
  Not sure why youre getting downvoted, you are right. If you got access to knowledge via your job that has nothing to do with your job and use that knowledge, youre fucked.
  For example, you work in a team that makes a ecommerce website, and have access to the wms team's files. In those files you read about barcodes and their rules/parsing specs, some of those files are only to be read under a contract. Making anything related to the barcodes, even in your own time and equipment, is a nono.
  Trust me, ive been in the grey zone and have contacted lawyers about it.
Try and get your employer to offer and agree to GitHub's BEIPA:
https://github.com/github/balanced-employee-ip-agreement
- Very cool! This is what i was hoping to find - TY. Do you have it in your contract?
  
  No, unfortunately
  We (staff) asked for this, or some similar change to our contracts, and leadership refused
  Our contracts/agreements currently state that any IP created in the course of doing our jobs or involving any employer-supplied equipment belongs to the employer
  Leadership says they won't enforce this for dotfiles and other small personal non-competing code, but they also refuse to put that in writing :S
  That said, most of us have tweaked our dotfiles, etc on work laptops for years and we've never had problems, so far leadership has kept their word
Check your state or country's laws, you might not even need the contract amended. In the state that I live in any contract clause that tries to prevent you from doing any work entirely on your own time with entirely your own materials is explicitly unenforceable.
Plus if it's just a small open source library (assuming your employer is sane) it'd be a waste of money for them to even ask a lawyer to write a letter to you, because why would anyone care.
If you really care about getting it right, you can find a local employment attorney and have them explain your local laws and edit and/or negotiate your contract for you. I did that once, but I felt like it was probably a waste of the $900 I paid. (I mean, it definitely was a waste in that case because that job was a nightmare and it only lasted 2 months, lol.)
- OP buried the lede. They want to use company equipment to code the oss project.
"Hobby project" ? But on company time? Then its not a hobby project...
Anything you create outside of work hours is yours to publish under any license you want as long as it doesnt include any code that was produced at work.
- Sadly not the way it works, in Germany. The employer can argue that the employment enabled you technically to invent something or to build something (Germany).
  EDIT: Emphasized again, that I talk about the situation in Germany. Guys.. laws differ in countries and we got a own law that rules on that topic.
  
  But only if you used information that isnt publicly available yes? If i learn how to use KiCad at work and then use KiCad in private, then my employer doesnt get IP rights for the result.
  
  You are repeating what your employer told you, not the actual law. Of course hiring lawyers would be expensive so it's best avoided, which is why OP is here.
- I would like to do it outside company time, but on their machine if possible, but if not, i’ll just get another machine. But as others have stated there are some small print that says something like - knowledge gained through company activities will be their IP, it’s somewhat vague and can be interpreted in different ways
- Outside of work AND not using any company resources, like company laptop or software.
  All must be done on a personal computer with personal software licenses.
One option for some people, not everyone, is to just do your project on your own time and equipment and share it online. Don't tell your boss, but make sure that some random people out there are forking it. Probably the boss never finds out, but even if they do, they won't do anything.
Obviously this is slightly risky, but for many people it is a reasonable move. All depends on the details.
Wow, so even if you code in your spare time, using your own PC, your employer owns ALL your work??
That sounds fucked up. Just find a better employer if they won't change your contract, they should just remove ALL such clauses. What you do in your spare time using personal resources is none of their business.
Do you need to tie your name to the opensource project? If not, use a pseudonym that your employer can't find or know 🤷 Put it on codeberg or radicle and they won't be able to find the project anyway.
- Yea i thought about that, but part of the motivation is building my resume
  
  Then definitely talk to a lawyer. They would be able to give you the best advice for your country and situation.
I wish I could help. The only thing I can say is my work agreement just says that anything I make using resources provided by the company (computers, servers, software, internet access) can be claimed by the company. However, if I use my own computer, software license, my own internet, outside of work hours and not on work premises, then it is mine.
I think the biggest difference might be that although I make software for my employer, my employer is not a software company. So the stuff I make is not sold or intended to ever be sold by the company for profit, but used by the company in their industry to make the work easier and more efficient.
The company I work for is also a part of a larger consortium with promises to share software between all of the organizations and companies to elevate the industry in which we work as a whole.
Hope some of that helps a bit, but I understand if it doesn’t.
I've never had a contract that didn't say that. I always pushed back. Without exception, the response was that hobby projects and open source stuff is fiiine as long as you don't use company machines, time, resources, or compete with their market.
- Unfortunately that's what they want to do, they obviously know it's wrong otherwise they wouldn't have hidden that nugget in another comment.
- you really might want to proofread your comments
It will depend on where you live.
Many US states have laws that carve out exceptions for work done on your own time and equipment. If the contact doesn't call these out as exceptions somewhere, it's a lazy contact.

55 comments