How can I secure legal ownership of code I developed on a project?

Question

I'm working on a project where we develop a small solution. A lot of the code and the concepts I had previous to starting this project. I also put in a lot of my own time during the development. The product is not a very important product that somehow would give the company I work for any direct advantages but a simple monitoring product.

I now like to somehow make sure I don't lose ownership of the code and the product and for example can realize it as open source or transform it to a business if I decide that would be a good thing. I'm the only developer on the project.

I guess this by default belongs to my employee. What do I need from my boss to ensure it OK to take the product and base a business on it? My contact says nothing about this.

Answer 1

You need to talk to a lawyer ;-)

But after doing so, you'll probably find that you need some sort of written agreement signed by you and a representative of the company stating that you hold the copyright in certain sections of code. It may also depend on the terms of your employment contract, i.e. whether it specifies that you own code you produce on your own time, outside of work, or not.

Answer 2

I'm not a lawyer but I'd think you have already lost ownership - your contract should exactly clarify the situation, but in most cases what you do while employed even if its on your own time belongs to the employer. If you have a good working relationship with the boss, you could approach them and ask what they would need before allowing you to call the code your own. For instance if you wish to open source the project they're more likely to agree, rather than if you wished to take 'their' code and re-sell it.

Realistically though you need to speak to a lawyer, and get them to draw up a formal letter/contract that could be signed. Better to speak your company first, before spending any cash though.

Answer 3

I'd say first you need to negotiate with your company for ownership of the code. If they won't give it to you directly, you may be able to convince them to make it open source which would then allow you to use the source and modify it going forward.

However, without their consent, I wouldn't go claiming it as my own unless my employment agreement specified that I was allowed to.

Answer 4

Anything constructed with any of an employer's resources or on their time they have partial to total ownership of. Any standard consulting contract and employment contract has that language. It is boilerplate. Even if it doesn't California state law at least says that the company does.

I wouldn't try to use the code as the basis for a company.

Trying to get formal permission which you legally need will be a nightmare. Remember a lawyer's job is to imagine ways that their client could be screwed out of money and to protect against that. Almost certainly, the contract will read that the company gets some ownership interest (or % revenue) from any derived product. The thinking will be "if he sees something valuable in the code, then the code must be worth millions!"

If the code is really a small library then I would think about taking the code and rewriting it massively after you are no longer employed by that company. But I would never think about using that code as the basis for my own company.

Of course if you personally know the owner of the company then things might be different.

I would ask the hypothetical question about open sourcing company code first to test the waters.