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IP issues around a project..

Sorry for bad subject but couldn't think of a better way to phrase it.

I worked for a company and one project I briefly worked on was very interesting to me. However due to more important projects etc. the work on the project was abandoned at a very early stage. Some basic functionality was coded but not more, no documentation was written apart from the code (< 1000 lines iirc).

I would like to start my own independant software project part-time and this project is something I'm passionate about and I would like to take the idea and run with it.

I won't be using any former code, will be rewriting from scratch. But what are the IP issues around taking a project concept which was dropped and taking it and building on it yourself?

Ideally if the project went well I might be interested in developing it commercially, which is why I'm wary..

Thursday, February 19, 2004

Talk To A Lawyer.

Though I suspect it's unlikely you'd be doing something illegal, unless you signed a blanket NDA or the material in question was a bona fide trade secret, remember that a sufficiently annoyed company could sue you and make your life hell regardless of merit.

If there's even a remote possibility you want to do something commercial with this idea, treat it like a real business prospect. That means Talk To A Lawyer.

John C.
Thursday, February 19, 2004

Talk to a lawyer, even for just 15 minutes.

Common sense says if the former software in question encapsulates confidential business logic, proprietary insights, or registered software patents belonging to your former place of employment you'll have to see your old non-disclosure contract to see what you can or can't take forward into your new venture. The nature of your new venture is also important. Some non-disclosures expire after a reasonable period, or they don't apply to non-competitive ventures, or they can be nullified provided your ex-employer gives explicit written legal okay for you to take this code furthur outside of your former workplace.

Li-fan Chen
Thursday, February 19, 2004

I think you have to put yourself in your employeers shoes and think of what they are likely to do. Are they good natured people who are likely to encourage something like that, or are they going the feel threatened by it? Many employment contracts have a clause that says any work you do on the side will belong to them as well. Basically, even if you legally are entitled to write such a product they could just sink you in legal costs making it not worthwhile. Remember even a small claim they make will probably cost you $5k+ in legal fees to defend. So you just have to really go with you gut on what you think they will do, not what they legally can do.

Thursday, February 19, 2004

I never signed any sort of NDA with the company. I was on the slimmest of employment contracts with very little details and no mention of NDA or non-competition clauses or anything like that.

To be honest the staff turnover is so high and the project so small (it was below the radar of anyone above the project manager I think) that I'm not sure a couple of years from now that anyone will remember it. But you never know and that's what makes me nervous.

I'd like to consult a lawyer but maybe not for a while yet, will see if I find time to work on the project first :o)

Thursday, February 19, 2004

Why don't you just get the company to give you permission, maybe in exchange for a perpetual license to whatever you develop for their own in-house use?

Benefits them (since they get the thing they tried to develop for free) and benefits you (since you remove any shadow of a doubt around the intellectual property).

You are welcome to talk to a lawyer but remember that a lawyer is going to advise you about the law, not give you practical advice.

Joel Spolsky
Fog Creek Software
Thursday, February 19, 2004

Just do it. It is a standard part of employment law that you are allowed to use skills and expertise developing in one job in your next. Companies can't control everything.

Your former employer would not have a leg to stand on if they tried to claim copyright infringement, because copyright applies to the implementation, not the idea.

Must be a Manager
Thursday, February 19, 2004

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