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How to collaborate on commercial sw proj?


Hi,

Lets say you have a small group of programmers who want to collaborate on a program?

This would be (potentially) a for-profit project.  Therein lies the problem.


These people don't know one another. They're on different continents.

How do you protect eveyone's "rights" to a "fair share" of the profits?

One thought I had : create the parts of the program in modules which are combined only in compiled form. Each programmer would own his piece.  They could negotiate share of profits after there's actual money to be made.  There are technical downsides to this, but it might work.

BTW, I'm just interested in the process and I'm participating only as an advisor. So, I'm not interested in part of the profit. BUT the folks doing the programming deserve thier fair share.

This seems like a good spot for Philo, our resident lawyer and programming guru, to pipe up.  Philo?

The real Entrepreneur
Thursday, March 11, 2004

Sounds like an interesting experiment.

Who leads?
Who does the documentation?
Who decides when a developer isn't up to snuff?
Who makes the final design decisions?
Who pays for the advertising out of pocket (if any)?
Who decides who has access to the CVS/Subversion/whatever tree?

Really not trolling here, genuinely interested. From my experience, open-source projects are generally started and controlled by one person, who would that be?

Nigel
Thursday, March 11, 2004

Hold on, I'm watching Elimidate. Be right back.

Philo

Philo
Thursday, March 11, 2004

If you're really on different continents then no problem, everyone gets rights to sell the finished product in their respective continent and nowhere else. 

MT
Thursday, March 11, 2004

> If you're really on different continents then no problem,
> everyone gets rights to sell the finished product in their
> respective continent and nowhere else. 

If there is one webpage per country to buy the same product, and a customer say from USA goes to a webpage being hosted from England, how will you steer that customer to the "correct" one so that the creators' boundaries aren't crossed?

IMO, without proper legal framework, a joint venture with monetary interests is a time-bomb ticking. It will blow eventually. Especially if the product is a hit and the money starts rolling in. Money changes everything and turns people against each other.

entell
Thursday, March 11, 2004

"Hold on, I'm watching Elimidate. Be right back. - Philo"


ROTFL !!!

I think Philo is, understandably, hesitant to give legal advice.

Isn't it ironic that anyone can give legal advice without consequences EXCEPT for the experts : lawyers.

The real Entrepreneur
Thursday, March 11, 2004

Nigel,

All good points. I was planning to decouple the selling for the coding.

Now I'm thinking that the very best way for this to work is to have one programmer. Everyone else is an unpaid advisor.

Who's in charge? How 'bout we make "The Donald" the PM for this week's challenge?

Seriously, though, in the above scenario, the programmer would be in charge.

Now I know why I went into business with my wife :-) And why people go into business with family members: trust. It's not just a 4-letter word.

The real Entrepreneur
Friday, March 12, 2004

IANAL, but I agree that a legal framework is the best way to handle this, if only because disputes are less personal and thus potentially easier to resolve.  Instead of "You're cheating me!" with everyone disputing over what the rules really were, you have "You're not following the legal framework we laid out" and it can be clearly shown whether this is correct or not.  And a legal framework doesn't get its feelings hurt.

Kyralessa
Friday, March 12, 2004

Yep. Point of a contract/agreement is a "meeting of the minds".  The idea is that you've reached an understanding and the contract just spells it out and makes it binding.

IANAL too.

The real Entrepreneur
Friday, March 12, 2004

> If you're really on different continents then no problem,
> everyone gets rights to sell the finished product in their
> respective continent and nowhere else. 

who said that? You have got to be kidding.
I mean for a start, would this mean only 1 person has rights per continent? What happens if the person is from some tiny continent (like a really big island or something *grin*) but developed a huge amount...Of what if someone gets the US/UK continents but does zip during the process...

Aussie Chick
Friday, March 12, 2004

> who said that? You have got to be kidding.
> I mean for a start, would this mean only 1 person has
> rights per continent? What happens if the person is from
> some tiny continent (like a really big island or something
> *grin*) but developed a huge amount...Of what if
> someone gets the US/UK continents but does zip during
> the process...

Papers are flying in the air already and there is not even the sight of the product on the horizon yet!!!...  :)

entell
Friday, March 12, 2004

I am guessing you are refering to the JoS collarboration idea in a thread earlier this morning.

The same thoughts have crossed my mind. Really you have to envision a worst case scenario. ie programmers who program bad code, never meet deadlines, but expect alot in return. Who can accurately say how the load has been shared.

The only way I think would possibly work is to stop thinking of the profits as deserved, and more as a prize.
think Survivor or some other reality show. The ultimate goal may not be one person with all the rights to the program, but at the end of the 'game' the rights may be apportioned according to everybodies opinion on how helpful everyone else has been.

....Okay I am not really serious about this, just thinking outside the square a little. The point has been made, a bunch of people from different companies, with different attitudes, no defined leader, no accountability....

Wait, how about --->give the profits to a charity.
That would be cool.

Aussie Chick
Friday, March 12, 2004

>Papers are flying in the air already and there is not even the sight of the product on the horizon yet!!!...  :)

FYI, I was being intentionally ranty, just because it is fun sometimes (but I think you picked up on that!!)

Aussie Chick
Friday, March 12, 2004

"Isn't it ironic that anyone can give legal advice without consequences EXCEPT for the experts : lawyers."

Well, not really.
If a layman gives legal advice, they're practicing law without a license, which is actionable. Of course, anyone can offer opinions about anything.

Picking up a law license changes the picture. First of all, if people know you're a lawyer, then "offering an opinion" on the law or a legal situation is presumed to be legal advice unless disclaimed and written very, very carefully (you'll note that when I comment on a legal situation I try to speak in the abstract)

One final note - I'm only licensed to practice law in Virginia. If I offer legal advice to someone in New York, then I'm  conducting the unauthorized practise of law (UPL), and since I have a license, I'm expected to know better. (Side note: many attorneys are unhappy with this state of affairs, due to the 'net explosion. We'd like to see UPL softened to allow us to give 'legal guidance' to people outside our jurisdiction with appropriate disclaimers)

Philo

Philo
Friday, March 12, 2004

Now, as to the proposed venture, obviously I strongly recommend each of the participants contact a local attorney, preferably someone with international contract experience (or at least corporate contract experience).

The safest way to proceed is to form a corporation. I have no idea which country would be the best to incorporate in - that's where the international experience comes in.

Best of luck.

Philo

Philo
Friday, March 12, 2004

>>who said that? You have got to be kidding.

No, not at all.  Most software has to be purchased from local distributors who have obtained exclusive distribution rights for their locale. 

MT
Friday, March 12, 2004

No more casual collaboration.  That sucks. How do you find people you enjoy working with unless you can try out lots of people?

It basically means that you can't casually work with someone.  You need a legal framework, which has an "activation cost" (cost just to get started). That means the project and commitment have to be serious enough to warrant that activation cost.  It's unfortunate because it means you get no chance to casually collaborate with people in order to find someone who you DO want to collaborate with.



Analogy:
it's like: if you couldn't date anyone; you can only MARRY someone.  That means you can't "play the field" in order to find someone good to marry.

The real Entrepreneur
Friday, March 12, 2004

That's a good example of a lawyer's advice. Useless.

Entrepreneur, you have a business problem, not a legal problem.


Friday, March 12, 2004

Happily not all jurisdictions restrict legal advice to quite such a small closed shop.  In England and Wales you can give legal advice, there are only a few reserved activities.

Simon Lucy
Friday, March 12, 2004

"No, not at all.  Most software has to be purchased from local distributors "

That's not always true (isn't for my company's international sales*), and there's no enforcement if the software is being delivered online (i.e, activation code for shareware).

If I have an email  bubba@hotmail.com you don't know WHERE I am.

-----
* Our prices are higher than in some of the countries we sell in. So, if someone orders from US then the assumption is that they haven't seen the local country's website, so WE get the sale because it was through our efforts. If it's at all ambigous WHO attracted teh customer, then the local distributor gets the sale (that's only fair)

The real Entrepreneur
Friday, March 12, 2004

"No more casual collaboration.  That sucks."

Who said that?  No one's saying "no casual collaboration".  We're just saying it's not safe to try to make money off casual collaboration.


"Analogy:  it's like: if you couldn't date anyone; you can only MARRY someone.  That means you can't 'play the field' in order to find someone good to marry."

A more apt analogy might be that you can date as much as you like, but you shouldn't go having kids until you've made a permanent decision.  In both cases it's _possible_ to have success without commitment, but your chances of success are low.

Kyralessa
Friday, March 12, 2004

"Who said that?  No one's saying "no casual collaboration".  We're just saying it's not safe to try to make money off casual collaboration.
"

Here's the problem I have:

I'd like to participate with the design of a program, but I find that OSS projects *seem* to be one person's pet project. They're satisfiying thier needs without considering the needs of a larger audience. That makes sense in OSS. Why care about anyone else? Satisfy your own needs. Nothing wrong with that.

It seems that only a commercial venture will consider something besides the needs of the programmer because it's only by meeting MANY people's needs (including mine) that money will be made.

I also enjoy working on a project that I think will benefit a larger group, even if I'm not making money off of it.

The real Entrepreneur
Friday, March 12, 2004

"Analogy:
it's like: if you couldn't date anyone; you can only MARRY someone.  That means you can't "play the field" in order to find someone good to marry."

That's a very good analogy. You can date girls all you want. Date a different girl every day. Have unprotected sex on random occasions. Pick up girls in bars and have one-night stands...

...right about now your mental alarm bells are going off, right? You said "date" and thought "nice happy walks on the beach." All I did is throw a dose of reality on it - that often "date" leads to "sex" and hurt feelings. There are also STD's and pregnancy to think about.

Ditto collaboration - you're thinking "hey, we'll just all hack on some code together and we'll drink beers and have fun." Which is great until you accidentally discover how to cram 10Gbit/sec down a pair of copper wires with no distance restrictions and a Telco offers you $15 million for it. (or one of the team takes the code and installs it at work, where it corrupts an entire bank's data)

It's all risk and reward, and every action has consequences. In general, lawyers are about risk mitigation - spend the $600 to form a corporation and in general you are protected against *both* situations above.

And by the way, I'm not making anyone take my advice - you can still collaborate informally with no legal construct in place; there's no law against it. (Note on international collaborations - you might have to check on encryption and/or export laws, but that would be the work of your elected leaders, not lawyers)

Philo

Philo
Friday, March 12, 2004

"If a layman gives legal advice, they're practicing law without a license, which is actionable. Of course, anyone can offer opinions about anything. "

From this post, I can only conclude that the words "legal advice" have some magical meaning that is foreign to me, since I don't see any difference between offering my opinion (i.e., advice) on a matter that is legal in nature (i.e. legal advice--or an opinion).  Like, "I think you should sue him!"

There is a semantic distinction here that I don't think anyone understands but the lawyers. :)  At least I don't!

Rich
Friday, March 12, 2004

> There is a semantic distinction here that I don't think
> anyone understands but the lawyers. :)  At least I don't!

No magic at all.

"Legal advice" means you can get the advice in writing with the advisor's signature on the paper so that if somehow you screw up, you get to point to the advisor and say "I was told so. It's not my fault".  To do this, the advisor has to be knowledgeable so that he doesn't himself in trouble.

Of course this kind of transfer of responsibility comes with a very high price tag, hence the outrageous fees for lawyers, CPAs, or anyone that takes the responsibility from you for that matter...

entell
Friday, March 12, 2004

Legal advice can also be thought as something that will hold up in court. For that you need names, signatures, proof, etc...

Once again, let me add that I am no lawyer, so take what I just said on an "AS-IS" basis and dicuss it further with your lawyer!  ;)

entell
Friday, March 12, 2004

Legal advice hold up in court? You're killing me. It means nothing much at all. Good luck if you think you can sue a law firm for poor advice.

Legal advice is just marketing. Lawyers have created this great idea that their utterances are more valuable than those of others. You don't see any open source lawyers, that's for sure.

.
Friday, March 12, 2004

> Legal advice hold up in court? You're killing me. It means
> nothing much at all.

Then what good is it? Why bother talking to a lawyer at all if what you get may be wrong and may lead you down the wrong path?

> Good luck if you think you can sue a
> law firm for poor advice.

Sometimes bad lawyers give bad advice, and they get sued.
Nothing wrong with suing lawyers. I've seen it happen many times.

Suing people or firms has to do with how much money you have to get a better lawyer to defeat the other side (find loopholes etc) and how much time you have to waste on the whole thing.

entell
Saturday, March 13, 2004

"Legal advice is just marketing. Lawyers have created this great idea that their utterances are more valuable than those of others. You don't see any open source lawyers, that's for sure."

Err, you do actually. You see a lot of lawyers, particularly young ones and retired ones, who do a _lot_ of pro bono work. You may not come across them because they're working in the local community legal clinics, the debt advice centres, the charities for the homeless and destitute, places where well paid software types aren't likely to find themselves.

And on another matter, I don't think that lawyers consider that their advice is more valuable than that of others, it's just that like other professionals (in the original sense of the word) including chartered engineers architects, accountants and so on (and unlike software 'engineers'), they have to take responsibility for their work. Think 'product liability', of course legal advice would be cheaper if product liability could be avoided.

"Any damages, whether the result of negligence or malpractice or otherwise, arising as a consequence of your use of this advice are limited to the cost of the paper it is written on."

Oops, sorry your house has been repossessed because we were negligent and forgot to file with the land registry when you bought it five years ago, and now the builders gone bust and the receiver wants it back. After all, you accepted our terms and conditions, and its no different from you forgetting to check that buffer overrun that let the hacker in who trashed my system, is it?

Gaius
Saturday, March 13, 2004

I was once a prospective juror for a malpractice case against a lawyer. I wasn't seated as a juror so I don't know what he was accused of doing. Most cases of malpractice are caused by the lawyer not filing papers on time.

And it's easy to make fun of lawyers until you need one.

Cowardly coward who is anonymous
Saturday, March 13, 2004

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