Can this company claim ownership of my personal project?

Question

I have been working on a project in my personal time that has nothing at all to do with my main job. I work on it after work, on the trolley to work, and on the trolley from work. I store all my source code in my own personal repository on my personal server in my apartment.

While at work, I use the same computer which I purchased to do my main job. I do not ever work on my personal project at work. I have, however, pushed commits to my Mercurial repository over ssh (hg push ssh://hostname:22//path/to/repository) immediately after arriving at work, just so things were backed up.

I also talked to one of my team members for under 5 minutes on a couple occasions about whether he would be interested in helping with the project on his own time, completely separate from his main work.

My question is, could the company claim any ownership of the project?

This is my last week at this company. Would it be worthwhile to have my boss sign something that says they agree to not claim any ownership of the project?

I am in California.

Answer 1

You probably signed some sort of non-competition agreement when you were first hired. You need to review that to see how stringent it is. If you have doubts, take it and the text of this question and a copy of that agreement to a lawyer who specializes in software IP.

But, IMO, the events you mention that seem to worry you don't seem like they would have any traction in court if it ever came to that. I would not even bring this up with your boss. The cross section between your work and your own project is trivial and by discussing it you risk turning a mole hill into a mountain.

From personal experience: I was in a position some years ago where I could have (should have?) gone to work for a competitor. My agreements explicitly forbade such a move for two years from my termination date. Still, i checked with a number of lawyers on the matter who found the contract to be virtually unenforceable by law. If i was OK in that situation, you should be golden in yours.

Answer 2

Depends on what you signed when you started there. I remember reading a story about a guy who left his job after an argument with his legal team where he asked something to the sort of "If I did a science fair project with my kid, you would own it?" and they said yes.

The fine print protects them, but may also inhibit you. Find out!

Answer 3

The usual IANAL, etc but a lot of the basis the company might use if they were going to try to claim ownership would depend on your contract/employment agreement with the company.

I specifically addressed the wording of my employment contract with my current company so there was no ambiguity about what they could or couldn't claim rights to concerning my open source work outside of work, etc. I would read any existing agreement you signed with them beforehand to make sure you are safe, that would be a good starting point at least.

Answer 4

I read my employment agreement, and I also know something of the law in my state (there's a 1982 statute that applies). However, do NOT accept legal advice from random strangers on the Internet who don't know what country you live in.

Answer 5

You should double-check the forms you signed when you started working for that employer. You most likely signed some kind of document transferring the rights of anything you create over to the employer. The exact details will of course vary from company to company, but (at least in the US) companies don't tend to assert ownership of private projects like this that aren't related to the company's line of business. If your project was something that would compete with your employer or would impact the success of their products/services, then you would be more likely to hear from their lawyers after your project is released. If it's completely unrelated, then the company will have a hard time justifying to a court why their assertion of ownership is valid.

If you're about to leave the company, trying to get your boss to sign something will create more problems than it solves. Unless your boss is a high-ranking executive, they don't have the rights to sign anything like that anyway. Approach them about it and they would tell you that you would have to talk to the legal department about it, which would likely cause them to have to investigate your project in detail, etc etc.

Also keep in mind that many of the terms in the "non-competition agreements" (as they are often called) are simply there to scare you and to discourage you from even trying to use your insider knowledge to compete with the company. Not all of the terms and conditions in there are necessarily legally enforceable. Of the agreement that I had to sign with my current employer, only about half of it could be enforced in court. The rest either conflicts with state laws or would require my company to present evidence that it is impossible for them to get (such as admissible proof of what thoughts were in my brain and the date that they were there).

That being said, this is all subject to the particular terms of your employment, the local laws in your jurisdiction, and possibly the phase of the moon. IANAL, YMMV, IMHO, etc.

Answer 6

Do nothing.

Do not ask your boss. Do not try to parse the legal niceties of an over-long contract. Do not try to understand the law. Just go ahead and do what you want to do. If they want to sue you they will, but for now let that be their problem, not yours. If you think your work is unrelated, then go with your gut and get on with your life, which I can assure you is much too short for you to be preemptively worried about this sort of thing. If worse comes to worse a good lawyer will make your intuition correct.