Many years ago I had a job offer at Badoo in the UK. After many rounds of going back-and-forth with the contract, me trying to better understand certain clauses, them going back to the lawyers, etc. I told them I'd be happy to sign if they removed the caluses that stated pretty much anything I created on or off hours belonged to them.
They went back to the lawyers and came back to me saying that this is not the first time this has been brought up, that the contract was standard across the org and was originally written for managerial types and C-suites, and that the company had never even considered taking over an employee's off-hours work, open source or otherwise.
I said good, then it should not be a problem to remove the clause. They said they would have another discussion and would really like it for me to join. I said great, then once you issue me a contract with that clause I'll be happy to join, assuming I hadn't found something else.
They never came back to me. For years I wondered if anything had actually changed. Reading this tweet I'm glad I declined.
To add an anecdote: on my last job search I got offers from two different but very similar companies (both around ~200 people).
I got one first, read through the contract, saw the standard clause about owning your whole life. I told them it was a deal-breaker if we couldn't get it changed. I got the standard response "oh we never act on that, lots of people here have side-projects", etc. I told them if that was the policy, it needed to be in writing. They escalated internally, talked with legal, etc, but the decision-makers ultimately wouldn't budge. I walked away, and told them in very plain terms that their legal department was responsible for how things turned out.
Shortly afterward I started the process with the second company. Got to the end, saw the clause, told them it was a deal-breaker. Discussed it on multiple calls with different people, eventually the CTO himself who was still reluctant to change it but was sympathetic. Eventually they were able to come back with a contract where that entire section was cut out. I took the offer and it's been a great job so far.
I guess what I'm saying is: hold out. Make a stink about these draconian contracts, and you'll eventually get through and find someone willing to be reasonable. Who knows, if enough people draw a line in the sand maybe it'll become a big enough roadblock that they'll stop putting it in the "standard" contracts.
Thirded, I would never knowingly work for a company with a clause like that. Whenever I see it, I strike it out and return the signed contract. Usually it's easier for them to just sign and get it over with than to go into a whole thing with legal.
This is startups, though. YMMV with big companies. Still, no way I'd accept them owning my considerable volume of (FOSS) side-projects.
I applied for a job as a network engineer with a (then large) UK ISP that had a "we will own all your IP", managed to negotiate that to "I keep anything done on my kit, on my time" (which is fair, I think). Then the ISP was acquired, we were promised that all extra contract negotiations would be honoured, but it seems my contract amendment was in one of a few boxes that somehow did not make it across.
Cue an exciting month or two when I technically had no contract, as the previous workplace no longer existed as a legal entity, but the new workplace had failed to come up with one having equivalent terms and conditions.
ETA: By "all IP", I literally mean "all IP", as it was worded, the company laid claim to even fiction. May have been challengable in court for over-reaching, but I felt much better renegotiating it to terms taht were more liveable-with.
Yes this was how the original contracts (and amendments) were in my original anecdotes. The purview over my non-tech projects was actually more disturbing to me than the tech projects. Creativity is a vital part of my life; I cannot be alive when it has a pall cast over it 24/7.
I totally agree, but in the age of DocuSign, how do you modify a document, sign it, and send it back? I often feel like I'm stuck waiting for the other party to modify the document first so I can sign.
A few years ago, my co. was acquired, and they wanted to change our contracts.
New contract had a clause: You cannot do any work - paid or unpaid - without the companies' express permission.
So, like, I can't fire the starting gun at the village 3-legged race without your say-so ?
Cue the usual "oh it's standard we never enforce it" BS. Entire team refused to sign. Eventually it got struck.
They similarly wanted to wheedle in 24/7 support rota into my contract. I simply crossed it out (annotated with a witness signature in the margin) and returned. Never heard about it again.
I work at a startup that had a similar clause. During hiring, I asked them to add some language that it was specific only to work that is competing in nature with the core business. CEO was happy to oblige. No issues with me doing side projects so far. It has been 4+ years. Big companies probably suck harder though.
I had a similar situation with my current job, but with a happy ending. The contract was "standard" but others who also read it thoroughly had the same issue with broad, overreaching clauses that essentially attempt to claim complete IP ownership of everything the employee ever touched. The directors were very reasonable and understood my concerns, we eventually managed to remove or reword all of the offending parts.
The origins of these clauses appeared to be entirely from third party lawyers, probably derived from some boilerplate contract. I presume their priority is to maximise legal "protection" for the company at all cost... even if it drives employees away, so it's not necessarily something the company explicitly asked for. Whether or not you are able to push back against them probably has more to do with the company culture and whether the leaders or hiring managers are sympathetic to developers and how the FOSS world really works.
I think this is probably true for most small companies, that it's incidental and intended for protection... but obviously in this case Bumble seem to actively be exploiting these clauses for gain rather than protection.
The origins of these clauses appeared to be entirely from third party lawyers, probably derived from some boilerplate contract. I presume their priority is to maximise legal "protection" for the company at all cost... even if it drives employees away, so it's not necessarily something the company explicitly asked for.
They may not have explicitly asked for any particular clause but when someone in the GC’s office of a company large enough to have a GC reaches out to outside counsel to have one of these agreements drafted the general tone and parameters are very much discussed. If the resulting contract is very one sided and anti-employee it’s because that’s what the company that paid for it to be drafted wanted. Don’t be fooled into thinking otherwise.
I agree that they are likely following the advice of 3rd party lawyers, but that absolutely does not let them off the hook. Legal documents just aren't that hard to understand, if the organization doesn't bother reading them or takes a maximalist approach that is absolutely their choice.
You shouldn't need to back and forth and have leverage to get a reasonable contract, the "standard contract" should be balanced. If they argue that it's the lawyers doing it and that oh no of course they would never use total ownership is a good starting point -- regardless of whether there's competition with their business or whether it's done on the clock -- they are going to keep using lawyers as an excuse to screw you over.
Yeah, companies need protection from some things but employees do too. It shouldn't take a state law to get employment contracts to be appropriate instead of simply "arguably legal".
Yeah the fact that this "dice roll" arbitrary precedent from old boilerplate and 3rd partly lawyers is so hard to displace indicates the weak position of labor in the labor market.
Sure, you can be a bit conspiratorial and say that this works out in the employers favor, helps suppress side projects that might become profitable, etc. etc. but I prefer the simple-stupid reading that the weaker part has trouble pushing back on inertia and the stronger party alike.
Keep in mind that this labour that's considered utself shortage, overpayed and somewhat 'elite'. Most devs thing standard issues of labour don't apply to them. Yet we can barely get a useless clause changed in a contract
Honestly my main hope is that junior devs of ten years ago have had to put up with this long enough that they're senior enough now to stick up for the direct reports they perhaps have now.
Of course, it's far more common to develop the attitude that if it was "standard" when they were junior and they turned out alright then surely it's fine. And for 99% of them it will have turned out fine.
I've repeatedly heard from older engineers that you shouldn't worry too much about what the contract says because [you're going to get it perfect so it won't come up, the customer in question would never, it's just standard language so you can ignore it, if you try to push back you just won't get the work] and while I understand the desire to ignore the problem and instead do the fun engineering this just seems ridiculous to me.
What I takeaway from this is that engineers, like any reasonable human, aren't interested in legal documents and have been trained over decades by companies to not care how abusive their contracts are, because they personally haven't been bitten.
"Sure, you hear about it from time to time but it'd never happen to me," is an unfortunate attitude for the only people senior enough to do anything about it. I wish I saw a better way out but it's hard not to empathize with someone who has been doing engineering for 40 years and has had to sign scores of employment agreements and just wants to build some stuff before they retire.
In general, The training of engineers profoundly lacks in instilling skepticism. Whatever snark / cynicism is popular in places like this has nothing to do with our formal training (for those of us that were formal trained).
This example is rightly absurd because if someone told me "don't worry about that code that will segfault, it's never actually called", I would naturally say "WTF this is unacceptable complacency". And yet the argument in both situations is damn near identical!
I think this no good at all, and when the humanities people bring up STEM credulousness, I am quite sympathetic.
> but obviously in this case Bumble seem to actively be exploiting these clauses for gain rather than protection.
replying to myself because this is incorrect, as others have pointed out it seems to be in the grey area of previously open sourced work that derived from the company's IP... Which is not uncommon, i'm sure plenty of people here have open sourced small projects from their work with their employers permission... and there's the question, did this person have permission, if they did then Bumble is trying to "unopensource" a previous decision, if they didn't approve it then I guess the employee has broken their contract.
in my first fulltime job in the US, i managed to not only have the offending clauses removed but also a clause added that guaranteed that all code i'd write for the company would be released under the GPL (as i was going to work on something FOSS related anyways)
with that clause ownership mattered less because i knew that i would be able to reuse any of my code under the GPL which was good enough for me.
Would you be willing to copy paste (redacted if needed) exactly what the "Intellectual Property Rights" section of your contract states right now? I would like to have it on hand to use as a "this is what others have and I want the same", concrete example.
Not OP, but here's the exact words from the contract:
>You will give the Company full written details of all Inventions and of all works embodying Intellectual Property Rights made wholly or partially by You at any time during the course of Your Employment (whether or not during working hours or using Company premises or resources) which relate to, or are reasonably capable of being used in, the business of the Company or any Group Company. You acknowledge that all Intellectual Property Rights subsisting (or which may in the future subsist) in all such Inventions and works will automatically, on creation, vest in the Company absolutely. To the extent that they do not vest automatically, You hold them on trust for the Company. You agree to execute promptly all documents and to do all acts as may, in the opinion of the Company, be necessary to give effect to this clause 20.1.
> You will give the Company full written details of all ... works ... made wholly or partially by You at any time ... whether or not during working hours ... which relate to, or are reasonably capable of being used in, the business of the Company [...] all Intellectual Property Rights subsisting ... in all such Inventions and works will ... vest in the Company absolutely.
Was this intended as an example of a desirable version or an undesirable version of such a clause? I thought the poster you're replying to asked for a suggestion for something you might actually want to put in your contract, but your example seems to give the company exclusive rights to everything (unless it's not "capable of being used" by the company, but surely they could find some use for any piece of software if they want to).
That's not how I see it, the important part being "which relate to, or are reasonably capable of being used in, the business".
This part was missing from my old contracts.
As far as I understand it, this clause does not force you to even disclose projects you have that are completely unrelated to the company's business. Key word "business" here, not "company".
Example: your personal blog is not related to the fact that your employer develops and sells databases. So whatever code you write to develop/manage your blog won't be a "invention" the company needs to know about and own. This is in contrast to a contract that states "whether during our normal hours of business or otherwise, or at the premises or using our facilities or otherwise, for the whole term" like I used to have. Here the word business does not even refer to the company activity, but to the 9-6 schedule.
> That's not how I see it, the important part being "which relate to, or are reasonably capable of being used in, the business".
> Example: your personal blog is not related to the fact that your employer develops and sells databases.
Couldn't this be interpreted very broadly though? Like if you write your own web server, programming language, optimisation tool, build tool, CMS, CRM etc. they could likely find a use for these within their business.
True, reason why you don't stop at just the employment contract. You should also disclose existing projects to them and have them sign that your work outside of hours/facilities does not upset them.
But I do understand ptx's confusion in this thread.
After reading through all the tweets and replies, especially this one https://twitter.com/_strlght/status/1467460142279143428 where @arkivanov replies they have the same clause in their contract, this one being 19.4, my belief is that there are other clauses besides this one (19.4.1.. or 19.5 onwards) that place even more restrictions.
I think we need to see the entire section 19 to be able to judge.
if the company later on decides to get into the blogging space and create something like Substack, doesn't this mean they will retroactively lay claim to your work?
Or does it only apply to the "business" at that time, not for future business?
"which relate to, or are reasonably capable of being used in, the business of the Company or any Group Company" sounds like a good phrasing to me, especially the "business" part of it as I interpret it to be the company simply wanting you to not build a competing product while employed there (a fair thing to have in a contract).
How I see it, "whether or not during working hours or using Company premises or resources" is not problematic here as "or otherwise" was in my block of text since this only refers to the employer's "business" related IP, and not "everything" you create (if your personal work is a stock trading library and your employer sells a booking for dog haircuts SAAS, these won't collide).
Please be really careful about that kind of phrasing. If you work for a large organisation, it might be doing work on almost anything somewhere in the org and you might not even know that work exists. And yet now if your own project that is entirely unrelated to your own role and work for the employer can be linked to that other work you didn't even know about, your employer owns everything.
Of course, I wouldn't rely only on the employment contract. But this is a good start since this means you didn't sign a document stating "all you do belongs to us no matter what".
Personally, at the same time as signing the employment contract, I would create a list of projects I develop/contribute to outside of work with a description and links, and have them sign an acknowledgement these don't interfere with their "business" (and if they refuse to sign simply resign on the spot the same second), whether or not they use them already for business purposes or not, and an obligation for them to notify me if they ever start using one of my projects internally in the future.
Also, for open source projects I contribute too that the company uses I'd have a separate paper stating my role in them, and both of our expectation for contributions that are made during/outside of hours, again signed by both parties.
For FOSS projects that I own that the company wants to use, I'll have them clearly define my scope in them during employment, have them assign copyright ownership to me for any contribution they want upstreamed, and have every commit with their hashes reviewed and approved by a lead/manager.
But as far as I'm concerned, there is no point in doing any of this if the employment contract states they own all my IP, since the documents would contradict one another. That's why cleaning up the mess in the employment contract is such a big deal for me.
It definitely matters how I interpret it as I'm one of the parties signing it.
The judge comes in when there is a disagreement on the interpretations, which means I have to state what makes my position stand and bring arguments. With a clause that states "the company owns all", I have no arguments I can come up with, but with the one in the post above, I can at least come up with the reson that "it falls outside that clause written here in the contract".
It might be, or not be enough, but at least I have one thing I can use to my advantage and not make a fool of myself in court.
Lawyers are negotiators and their job is to maximize the company profit and security. If one signs such an overraching contract it is their stupidity. It is not fair, but in a negotiation you are not supposed to be fair.
> their job is to maximize the company profit and security
This is a naive view imo. Legal counsel advises leadership and protects them when they eff up or otherwise go to far. Legal doesn’t run the business. I actually heard a particularly coarse, unsympathetic CEO say this in a townhall once. It is true though.
I think this is the naive take. Depending on company size and industry lawyers do have business input. There are man tech, and insurance, and finance companies that employ legal strategies to drive business. The big ones that come to mind would be Microsoft, Intel, and oracle.
> in a negotiation you are not supposed to be fair.
Civilization and its ways.. they come and go, I hear
I once did a consulting gig for a C-suite of a very, very large company, personally. Uncharacteristically I was a tiny bit awed by this guy. I asked him about dealing with his company's attorneys .. it was nothing specific, but I got the sense that the executive in front of me, could in fact change the results, even with those kind of lawyers and that business environment.
I was told once long ago that it is a leadership job to set the culture of the company, the way contracts are written and enforced is part of that. There is a very wide margin of behavior overall in the business world. Let's not rush to the worst of it here.
Have to add my own anecdote to yours because this type of shifty behaviour is apparently common.
I was not hired as a developer, more like devops. But I ended up creating a lot of code. And through sheer principle I did it all open source. Created public repos of everything and then private branches for our internal Git.
Fast forward 7-8 years and we're using our parent orgs system to manage salary, vacation and stuff like that.
My manager wants me to approve something in this new system so I login and I'm greeted with a new employee contract.
The system says I have to sign this to proceed, and in this country we have digital identities so signing it would be as simple as taking out my mobile phone, starting an eID app, challenge, response, code, voilá signed.
Luckily I became very suspicious, downloaded the PDF version instead of signing it. Read it carefully, showed friends who are in the business.
Turns out it was the exact same clause, everything I create, on or off hours, belongs to parent org.
I simply refused to sign it and since I was already hired from a previous contract they removed the requirement from the system so I could proceed.
Now I believe this was a simple case of Hanlon's razor, but damn it would have caught a lot of less vigilant people.
And to be fair, I have nothing against keeping certain code private. If my employer tells me that a project cannot be open source then I will comply. But by default anything I write is open source unless anyone requests otherwise, or I consider it a bad idea due to some reason that is usually about security.
What kind of principle lets you open source code you created at your employer? Or are saying you were employed as DevOps but wrote lots of code in your free time?
Both kinda. There is nothing in my contract saying that what I create is owned by my employer. Likely because of mergers and because I wasn't hired for a developer role. If you're hired today the contract will absolutely say that they own everything.
And most of the stuff I write has a use outside of work, even if it's just for myself to learn something. So that's why in 90% of cases I start with making something open source and just use it at work.
So it's no different than me using someone elses open source code, it's just written by me, both on and off duty.
This is something I dislike about the rise of DocuSign contracts: with paper, I can cross out clauses before signing and then the ball is in the other party’s court to decide if the result is acceptable. DocuSign makes this sort of flexibility much more difficult and is an implicit bias towards the employer’s side of negotiations.
However, in CA at least, these clauses are limited by law and, as long as your employer doesn’t work on everything, employees have fairly broad protections for side projects that don’t compete with their employer.
My experience from the other side of the fence is that this is pretty standard, i.e. nobody would really bother with changing the standard contract for one potential employee unless they were perceived as a crucial asset. The people who do the hiring, the ones who make the decisions and the ones who will work with you later - these are very different groups of people, with some (very temporary) overlap. The hiring ones, just like most people, prefer to avoid unnecessary problems and additional paperwork, and move on.
Mind you, if many people have the same attitude as you, the hiring people may actually make the change happen forcing the people in charge to approve a variant of the contract without that clause and offer it to the ones who complain but are otherwise excellent candidates. But this is not a quick and easy process.
This was the first time I actually came across a clause of this type in an employment contract. I knew of their existence but had never found them in the wild.
I sincerely hope enough people refuse to sign those that it becomes a problem for companies.
When I go into an employment, I'm agreeing to rent a certain number of hours of my skills to the company's benefit. I'm not agreeing to give the company any kind of control of what I do or don't do outside of those hours. Mind you, I'm not saying I would _never_ sign such a clause, but that would be a lot more expensive. I would probably agree to it if I could work 3-5 years and retire comfortably.
We have the same problem with terms of service. Someone wants something (salary, product) and all that registers is “I can have it if I sign/accept”. The only way to fix these things would be for some sort of organization (union) to exist that puts pressure on the industry, or legal simplification/ground rules protecting generally people’s rights.
Not the only way. California and Washington have legal protections for employees. IP you create outside working hours, on your own hardware, and wholly unrelated to your job, is your own.
I think the idea of wholly unrelated cannot be easily avoided, esp. with mega-corps of today that does everything. Imagine if you worked at microsoft - you would not be able to make a game in your off time, because microsoft owns a game studio too. You'd be hard-pressed to find something that is both software, but unrelated to microsoft.
The clause ought to be that your off-hours, personal work must not have a direct conflict of interest with your job.
> Mind you, if many people have the same attitude as you, the hiring people may actually make the change happen forcing the people in charge to approve a variant of the contract without that clause and offer it to the ones who complain but are otherwise excellent candidates. But this is not a quick and easy process.
I agree with the rest of your post, and I think this is the most important part: if enough people do it, than it's likely that a change will happen. If no one ever bothers to complain, nothing will ever change.
This is not a universal position. I have seen employers large and small change proposed contracts in reasonable ways when asked by individuals. Some of them see this as a positive because it demonstrates that they did negotiate reasonably and so they are not requiring a contract of adhesion.
Honestly, my main complaint about this is that if you consider the types of people that would be willing to demand a contract amendment you can see that this kind of screws over junior employees and people who don't feel they have the social status to push back.
I've also had many contracts amended on request/insistence, but I have a lot of leverage. I shouldn't need a bunch of leverage to get obviously abusive clauses removed, a brand new graduate deserves to be subjected to it no more than I do.
In Dutch law it's actually by default the case that your employee can claim the ip of your work, if you want to prevent it you need to put the clause in, most people are not aware. Very disturbing.
Yes, this is part of California law. I forget the url, but if you google for it, it is less than one page. You can just print it out and bring it with you and say “FAANG does this, and I expect it as well”
It's still vague. What about something created prior to one's employment that is directly applicable to the business. Do they automatically have claim over it? Can you not make any changes while with that employer?
This basically only protects employees of small businesses. The language makes it seem like anyone working at a FAANG definitely still can't invent anything.
I once took a job and on my first day they gave me an employment contract, one clause of which stated that I would grant the company rights to use my name, voice, and likeness "for marketing purposes".
I said hell to the no. I was prepared to walk out rather than sign that.
Thankfully they drew up another contract om the spot with that bit removed. Not so thankfully, they dropped me before I could actually prove myself (about 3 weeks) so I might've pissed someone off.
That sort of thing is routine if you speak at events etc. I don't recall ever seeing it in one of the few employment contracts I've seen but companies quite commonly use employee quotes/photos/etc. to put a face on the company and, whether or not it was in a contract, most employers would probably assume it was part of the job at some level.
I was once presented with such a contract; After returning them a redacted version of the contract with all the offending clauses and pointing out that it was both abusive and unenforceable (as I was working from a country where these clauses, while not completely uncommon, aren't legal), they still insisted.
I did them a counter-offer; I calculated how much money it would cost them to own everything I would produce or think of during the contract, and even told them I would carry a recorder to record every dumb idea, plus a bag to collect all the poop, so they could have all their precious IP. It was a fun discussion.
It’s much easier when you can resist in numbers. I worked at a company that tried to get existing employees to sign a new contract like this abs we were all like naw. After multiple meetings and negotiations they scrapped it and narrowed it down to certain high level employees and sales.
Most tech companies in the US require for their employees to give their IP rights away. Apple has been known in to do this, but I remember reading about a Apple employee releasing a app he made under his S.O's account to bypass his agreement.
A note to Bumble, this makes me not want to work for you or anyone who is currently in a related leadership position at Bumble (ie: eng leadership, etc.). Given the lack of supply in engineering the bad publicity is going to cost you more than any miniscule gain.
edit: And I don't even publish OSS anymore but if you're willing to go after an employee for something this petty what else would you go after them for.
This is such a hilariously way to shoot yourself in the foot. Software engineers that work on open source in their free time are almost always extremely talented, and will definitely look at this news and never consider joining this company. Bumble just got added to the same list as Amazon of companies I will just simply not even apply to when searching for a job.
edit: looks like there is more to this story than the tweets are suggesting. If this wasn't obvious, don't build projects that are derived from work you are being paid to do and don't do them on the company laptop.
>edit: looks like there is more to this story than the tweets are suggesting. If this wasn't obvious, don't build projects that are derived from work you are being paid to do and don't do them on the company laptop.
My point is that this is petty rather than if they can legally do this. They didn't ask for the repos to be taken down, and the projects the repos are inspired by are open source already by Baboo from what I can tell. I've found that companies which are petty about one thing will be petty about other things so are not good places to work.
> but if you're willing to go after an employee for something this petty
After reading more closely, it appears both repos are derivative works of pojects that Bumble (aka Badoo) owns. It says so in the README.md. They were also written while the author was employed by Badoo/Bumble.
I don't think this is as clear-cut in favor of the developer as the comments would suggest.
> After reading more closely, it appears both repos are derivative works of pojects that Bumble (aka Badoo) owns. It says so in the README.md.
That is how Open Source is supposed to work, I don't understand why everyone is thinking that this is some kind of huge discovery. Since both the MVICore and MVIKotlin repos are Apache 2.0, Badoo could simply pull in any improvements from MVIKotlin in if they wanted. They could ask their ex-employee if there was any interest in Badoo officially maintaining the project.
There are about ten other paths I could suggest that go with how OSS projects can and should work. None of them involve sending legal notices to your former employees to "transfer" the repos.
All I'm seeing here is that some person at Badoo/Bumble with little knowledge of how OSS works and a lot of lawyer time to throw around has made this move, and lost them a lot of goodwill from potential future employees.
i dont know if you can claim this - OSS is not supposed to be unsanctioned derivative works of commercial software that is private. The company _could_ make it OSS, but an employee cannot, since they do not actually own the rights to make this decision.
Perhaps Bumble was a bit heavy handed, but from the point of view of the law, they are acting within their rights to demand ownership transfer, or removal etc.
The question seems to be whether it is allowed to create what is effectively a competitor framework (on your own volition and without authorization from your employer, as in the case of MVIKotlin vs MVICore) under your own name (brand), potentially in your free time, but based on designs of an open-source framework managed/developed/maintained by your employer in employees' time.
And even if it is allowed, can your employer claim ownership on the basis that your work is derived from employer/company work.
However, I think this is unprecedented (I can't think of any similar cases regarding reclamation of IP), and we'd have to be actual lawyers to know the answer. I'm curious to see where this case will go.
You can, as long as what you are working on was already by management internally. Otherwise... you're right. Would only bring problems if/when someone is set on making your life hard.
Why would it be a problem if they were related to his day job? Keep in mind the libraries he was inspired by are open-source apache licensed code. Your argument only makes sense if you assume the code was related to proprietary tech and not just a piece of code you find on the internet.
That only works if he wrote them during work hours. If he didn't then why would the company own it? Anything you do off the clock is none of the company's business.
Generally the company has a claim to closely-related work even if done off-hours. You can't e.g. clone your company's product off-hours, or even make a closely-related product without the companty having a valid claim on that IP.
This is correct, MVIKotlin is based on Badoo's MVICore, and Decompose is a mix of Badoo's RIBs (and zsoltk's Compose-Router which is also transitively a Badoo-owned codebase).
The Badoo/Bumble code was Apache 2 published on Github, and the code in question is also Apache 2 published on Github. So I have no idea what your point is.
How was the approval given for that license to be used? Did the company sign it over and then retroactively renege? Did they just notice that a core developer was their employee at an overlapping time?
Huh? The company made their code open source under a permissive license. A developer working there then built their own package inspired by that code on their own time. I'm not sure where ethically the issue is here. Many things are legal but not ethical. So while they may legally be able to compel him that doesn't mean their action isn't unethical and petty. Companies that do unethical and petty things tend to be horrible places to work eventually.
I think you jumped the gun trying to predict how this conversation would go
I am asking exclusively about the legal circumstance
And also stop acting confused at every response, this is a normal conversation where someone asks about the context and the other person replies with the answer, I skimmed the tweet thread but the background isn't familiar to me and thats what the point of the conversation is
You are too tuned to expecting an adversarial comment to defend, when thats not the case at all
Your first response made multiple strong claims and tried to state what my stance was with an explicit example. If you didn't know the context then you shouldn't have started with strong claims you didn't know the truth of. In addition, my original post made no claim of the legality of this situation and neither did you make any claims until this post. I merely claimed that this was a petty thing to do.
Trying to twist out of statements you made yourself and trying to play the victim when not winning an argument doesn't make for a useful conversation.
Here in Russia Rambler tried to do the same with nginx, and they failed to achieve their goals. I don't know, it creates nothing but bad publicity without giving anything in return considering they won't maintain it anyway if the core devs leave (and nothing stops them from forking and creating their commercial solution right now). The image of Rambler before: "Igor Sysoev created nginx while working at Rambler" (positive association). The image now: "Igor Sysoev created nginx in his spare time and he just happened to work for Rambler at the time and Rambler tried to take away his project by SWATing their office". It's like some pointless greed ("it's mine!!") above all pragmatism.
It seems like at a certain level, when a company achieves an unfortunate combination of buttloads of money and incompetent leadership, that company starts to think that it is above puny human concepts like reputation. Compare it with the behaviour of A Certain Database Company, Whose Name Is Similar To “Oral Care”.
If the company owns it, the the (gpl or whatever) licensing was not legal, so the core devs cannot 'fork it', since that would be illegal. They can rewrite the project from scratch though.
The company would have to remove all contributions of external developers though. If the project was not licensed under the GPL, but external contributors did contribute to the project under the GPL, then it seems to me that either the company has to release the project under the GPL, or remove all the third-party contributions and any code that might be derived from those contributions (since it would be a derived work). Realistically they would have to revert the project to where it was before the first external contributor contributed and rewrite all subsequent development from scratch.
This makes me think, you could have a friend develop a MVP which you use as a starting point for your project. For example, if you want to create a game, I could write a simple event loop and render a couple triangles on the screen, then give this to you as an example, and with an agreement that you can build upon it.
Thus, everything you do will be a derivative work of what I started. If your company tries to take it, I can come in and cause problems for them.
That is basically what caused the minecraft craftbukkit server drama. Their distribution contains modified priority code from mojang. And contributions are in GPL. Some contributor decides to use GPL to claim server source code (while obviously they can't). And there is obviously no way to fix the situation. Ends up as the craftbukkit server repo dead forever.
I don't know how copyright laws work in Russia, but it's a bit of a gray area in America when you write code for someone unless it's explicitly spelled out in the contract. The end product (compiled binary or whatever they're paying for to "just work") belongs to them, but the source code does not belong to them unless it's explicitly stated in a work-for-hire contract that all of your intellectual property goes to them while you're hired. I always make it clear in my contracts that I am not re-selling rights to anything I build that's derived from FOSS or, even my own code if it's part of my own open source projects; the client cannot own something that is not for sale, just by hiring me on an hourly basis. I make sure to communicate that with them verbally as well beforehand, in case they mistakenly have the idea that they are buying the rights to something that I can't legally sell them. Usually I present them a list of modules and files that will be used in their project which (a) are FOSS, (b) belong to me, and (c) which I will write for them that they can reuse/rewrite/resell the source code for.
The story gets more interesting if you consider that Bumble is also developing two libraries under their official name, badoo/MVICore and badoo/RIBs, which are conceptually the same as MVIKotlin and Decompose respectively.
What do you do, if a framework/library is effectively a rewrite of something developed by another team at the same company, but also released officially under the brand of same company?
But in this case, while the image is "Arkadii Ivanov created MVIKotlin/Decompose while working at Badoo/Bumble"...
The full story is that Badoo/Bumble had already been working on badoo/MVICore and badoo/RIBs, with other employees working on those products full-time.
Isn't it so that if the employee published the code under lets say gpl license but the company acquired the rights, the company can reserve the rights and the code cannot be forked
I worked for a company once that had this sort of "we own everything" IP clause. They tried to get me to sign it after I had already started. I crossed out that part, initialed the change, and sent it back unsigned. Ended up going back and forth a few times, and then it got dropped behind a desk or something and we all forgot about it. Not surprisingly, I suppose, that company turned out to be a bit of a mess for other reasons. When I went to leave several months later, I got a note from the CFO's admin.
"We don't seem to have a copy of your employee agreement on file. Could you please sign the attached copy and return it?"
Haha, no. What are they going to do, fire me? I went down and explained the situation to her, and we had a good laugh. Never did sign. All of the company's own IP turned out to be worthless BTW, and they were lucky they didn't get sued for misappropriating IP from the CTO's previous employer (DEC). Companies doing this is a huge red flag not only because of its grasping nature but because it often reveals a general kind of awfulness among its principals and/or backers.
> I worked for a company once that had this sort of "we own everything" IP clause.
To clarify: Bumble doesn't appear to be going after everything this developer produced while working for them.
They're claiming ownership of only two specific repos, both of which even mention that they were "inspired by" Badoo/Bumble open-source projects. These two repos were developed while the developer was working for Badoo/Bumble and I assume are directly related to the type of work the developer was doing for hire.
Obviously we don't have all the details, but from what I'm seeing it seems Badoo/Bumble may actually have a strong case for these repos being their property, even without weird IP assignment clauses.
If either tool was used or contributed to while developing the Bumble app, it's basically no question that they have rights to it. On the other hand, if the author somehow never, ever used them as part of his dayjob and never, ever worked on them as part of his work for Bumble, the claims would be questionable.
I really hate this draconian attitude of these sort of companies. I think these 'brilliant' lawyers, experts in putting on abusive clauses, also ought to making the software for these companies. There is still a lot of work to do with OSS philosophy for software industry.
While you have a point in general, it's a bit weird posting this in response to a comment that explains how this particular case apparently isn't actually all that "draconian".
I also worked for a company with an objectionable IP clause, and because of their general state of disorganisation I didn't actually receive a copy of the contract until after I had been working there for a few weeks.
While discussing my options with friends and colleagues, I was given the ridiculous advice that I was already bound by the contract just by showing up and that signing it wouldn't make a difference.
Fortunately I disregarded that advice and asked for the clause to be renegotiated, which delayed things by another week, and I received advice (from someone more knowledgeable) that as I'd then worked there for a month, there was an implicit contract, but it bound the company, not me, meaning that I couldn't be fired without cause, which put me in a stronger negotiating position.
Anyway, they ended up accepting a rewording of the clause which meant that only work I produced (in or out of hours) which was relevant to the business could be claimed by them.
That sounds similar to my other favorite work/legal story, the crux of which is that initial employment counts as consideration (in most jurisdictions) and thus can be the basis of a contract, whereas continued employment does not and can not. This is directly related to why many companies technically fire employees during an acquisition and then re-hire them as part of the new parent.
IANAL and this is not legal advice. I just had to live through a situation where these distinctions were highly relevant and important.
> While discussing my options with friends and colleagues, I was given the ridiculous advice that I was already bound by the contract just by showing up and that signing it wouldn't make a difference.
"Then what's the point of me signing it? Are you going to fire me because of something which makes no difference?"
I think the "logic" behind the advice I received was that there were benefits specified in the contract which I wouldn't be entitled to (such as a notice period? or sick pay?) if I didn't sign it.
Under this theory, I may have been entitled to any benefits that were mentioned during the interview and salary negotiation process, but they might be difficult for me to enforce. For example, if the company had refused to grant those mentioned benefits, as a form of constructive dismissal, I might have had a hard time proving during an employment tribunal which benefits were informally agreed (and were conditions upon which I had accepted their job offer).
I once had a company demand I sign a non-compete after I'd handed in my notice.
I honestly don't understand what kind of thought process goes into this. In my case it was pure bridge burning and I have no idea why they thought they could pull it off. They even tried to claim they had the full backing of their legal team despite none of the legal team being present in the meeting.
They hope you'll be an idiot. That's no reflection on you, just to be clear. It's more hoping that you'll be distracted or just have some sort of brain fart despite being intelligent most of the time. After all, it costs them nothing to try, so why not? It's kind of the same rationale as that car-warranty spam. It doesn't have to work often to become habit.
This thing has been bugging me the first time signed an employment contract years ago.
So from what I understand is that everything I do on conpany property (that includes coding in a pub but on the company laptop) belongs to the company.
So what I do is to first code it (any new idea that I'm working on) at home on my personal setup (including cloud an all). Then I release everything on a Apache V2 + MIT combo with CC BY SA 4 (for pics, vids etc) that I think covers everything.
Then I host it under a github organisation (I am the admin of the org but the code is not hosted directly in my profile). Then I go back to the office next morning and ask one of the junior team members to fork it.
In my head, I'm thinking that yeah well, I wrote something in my personal capacity somewhere and then somebody from the company forked it, so that's not my problem.
So far so good... And the department is too much dependent on me so avoids any confrontation anyway. But I have always wondered, if this is fool proof? Can somebody find any loopholes in this approach and make it better...
you really should check with an attorney. to me this doesn't pass the sniff test.
i work for an open source (AGPL) company, that uses one of my open source (MIT) projects as a core dependency. before i joined, i made sure that any code i write for my library continues to be MIT-licensed, no matter when and where i am writing it. additional code i write for the company also often starts out as a demo/PoC in my MIT repo, but is then adapted and extended into our AGPL codebase.
this, however, is likely a different arrangement than what you're describing as a loophole.
Actually that's why I release the code on Apache/MIT combo. This way, I get to keep my code open source without forcing my company to release the modified code. Also there are no patent related issues as Apache handles that beautifully. This way, both of us get to be happy. All I want is that the original piece of my code is
1) mine for ever. Attribution wise.
2) open source for ever
3) every contributor to the code is always attributed for their work.
4) my company can make proprietary (the reason why I avoid LGPL) profits and take royalty on its modified part but my original piece must remain in the wild for me or anybody to be used freely.
Thanks for the tip. I ended up consulting a friend of mine (an attorney specialising in company law and ipr) yesterday and it turns out what I'm doing is perfectly legal and foolproof. So all's well.
It depends on the exact wording of your employment contract.
If it only covers work you did with company property, you're lucky.
As far as the law goes, in California (per Labor Code section 2870), employment agreements are allowed to assign the employer IP rights (including copyrights and patent rights) to inventions that satisfy any of the following:
- "[Use] the employer’s equipment, supplies, facilities, or trade secret information"
- "Result from any work performed by the employee for the employer"
- "Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer"
For my part, the employment contract I signed is maximalist: it basically paraphrases the above language and says that anything satisfying any of those conditions is assigned to my employer.
The third condition is really the kicker. If you want to use your code at work, then the code probably "relates to" your employer's "business" or "actual or demonstrably anticipated research or development". If your employment contract is as maximalist as mine (and there's a good chance it is), then that's enough to make it not yours, regardless of who (if anyone) forked it.
In my case, my employer is large enough that it's hard to imagine software that doesn't somehow relate to its business…
Ohh yes.. These contracts are always maximalist. That's why I never touch areas where my company can even remotely claim involvement. But these are extremely important points that must be always keep in mind by everyone who wants to contribute in open-source.
What you describe in your original comment is that you write code at night with the intent of it being used by your company the next morning. I can't see how that doesn't "relate at the time of conception or reduction to practice of the invention to the employer’s business".
Oh it's not like I am trying to steal its IP from my company. I don't do that shit for everything I do. But only for the ideations that I know are great and think I am going to use later. In that regard, programming can be easily generalised. Let me give you some examples.
1) Let's us say my company wants me to create a full stack dashboard that helps you visualise the inventory. I can just create a corona dashboard and then adjust the db tables and models in the office whereas keeping my original idea still free.
2) I create a library to easily log my programs with proper gears suited to my needs.
3) I write a DB script that helps me do active passive backup easily.
4) I write an FPGA library with vLL but enforcing an encryption. I provide a use case for astronomy (whereas my company is for retail, let us say)
> I don't do that shit for everything I do. But only for the ideations that I know are great and think I am going to use later.
"I thought I might need it later" does not constitute a legal defense if your employer comes after you for IP theft.
IANAL, but I can't see what foundation your strategy rests on. That the code is generic does not change the fact that it was written by you to solve a problem that your employer had. This pretty unambiguously places it within the range of what your employer can claim as theirs, no matter how applicable it might be to other use cases.
It'd be one thing if you had code that you'd written a few months back that turned out to be useful solving today's problem. But what you're describing is that your employer asks you to do something and then you go and open-source part or all of the solution without consulting them.
If you are as indispensable as you say you are, the actually bulletproof approach to getting this code open sourced legally would be to use your influence to persuade your employer to officially open-source that code.
I’d like to differ. The foundation of my strategy is that I shouldn’t be obligated to run every code I write with my company legal. On the contrary, the simple reason that my code is generic absolves me from having to consult my company for anything I decide to write in my own time on my own property. I'm never going to say “I 'took' it because I thought I might use it later”. That clearly implies theft. My reasoning is “I wrote it first in the open source and then I thought it might be useful in the company that why I ‘reused’ it here.”
I don't think you got the premise. Like I said earlier, my motive is not to steal company IP but to keep my stuff my own so that I can use that whenever and wherever I want. That's what I tried to demonstrate with the examples above and I purposely provided multiple use cases. I am genuinely curious, if you can go through the example scenarios I cited and tell me which one of them the employer can claim as theirs, considering it is neither into healthcare not aerospace.
Nevertheless, I think we have our separate approaches and I think we can agree to disagree.
> Nevertheless, I think we have our separate approaches and I think we can agree to disagree.
That's not how the law works. You're either right that your solution works or you're wrong. I'm not a lawyer, but I'm warning you that you really need to talk to an attorney before assuming that this practice will keep you safe.
By that, I just meant that you're not addressing my points and just arguing aimlessly with cherry-picked snippets from my comments so I just wanted to kill this discussion in a civilised manner.
> That's not how the law works.
Oh, this is how the law works. Unlike programming, there's never a hard right or wrong.
> you really need to talk to an attorney
that's not what you said earlier. your idea is that I should run it through my company's legal for everything I do. Let me enlighten you what will happen next. They will simply summarily reject my request and put me on a watchlist. Consult your company legal only if you need to keep written evidence for your defense. For any advise, always consult an attorney from outside.
Anyway, after getting all feedback from other comments in this thread, I did decide to run this with a lawyer and after a good and pretty long discussion and going through all my stuff, he is pretty satisfied with my setup. In fact, some of the things I did are an overkill! Wouldn't say it would work for you too as the laws of the land from where you come from might be wildly different.
Your example is foolproof, but there's always a bigger fool? How do you prove that your commits weren't made on company time? How do you prove that they weren't made on company laptops? How do you prove that you didn't include trade-secrets in your implementation of these libraries?
You can show that your commits were made at hours outside of office hours, you can show that the commits were made with your personal e-mail address, but lawyers can dispute it - Git commits are cryptographic proof only that someone (or if you signed them, someone with access to that private key) attested to those statements, and you do both those things on the company computers. You can show that all of the code is obvious, but lawyers can dispute it. A sufficiently foolish lawyer can dispute literally anything.
Don't work for places where you'd have a problem with this - Get explicit approval for you to spend company time working on open source libraries that are the proprietary interest of the company, but that you as an individual have a copyleft license to (Iff you don't care that you can't take them private later). Or work for a company that doesn't have such onerous terms in their employment contract.
yeah... somebody needs to always make sure not to be the bigger fool...
1) Git commits have timestamps.
2) Proving I did on company laptop is their onus. Innocent until proven guilty. ;-P
3) I do that. Along with randomisation of sample data. but yeah, you make a very important point in general. 99% of people get screwed on such things.
4) If I do something using company laptop, it is bound to be logged somewhere. All my git visits are also logged and archived for 10 years as per law. So proving I did it using company laptop is easy and it is them who have to prove it. And a foolish lawyer is a dream come true because then I can keep dismissing his every argument as wasting the learned court's time.
But yes, keeping things straight forward is always a better idea.
git commit --amend --date="Wed Feb 16 14:00 2011 +0100" --no-edit
Certain proponents of Fossil and Mercurial will tell you that this is an advantage of those systems - They're fooling themselves, because you can make those edits, there's just not nice tooling for them.
So I guess it works in my favor because I own the git repo.
There's always something, isn't it. I can change my git timestamps and the employer can change its server log timestamps if there's maleficence at either side. That's a completely different territory then.
That sounds like the standard employment contract; not necessarily the "shower clause."
It makes sense that the employer (or contractee) can claim that all work, done on their paid time, or on their equipment, is theirs.
i.e., if I use my employers' laptop to develop OS software, and they can prove it, then they have a strong (and, basically, legit) claim on my work. Same with time that I'm being paid for, and supposed to be doing work for them.
That's one reason why I brought my own personal laptop, many years ago, instead of using my employers' computer for my personal stuff.
I'm not sure, but it may not even be required to be in the employment contract. I think that basic employment laws may enforce that.
The "shower clause," on the other hand, says that all work and ideas that occur during your term of employment, belong to the company; regardless of whether or not it occurred on their paid time, or using their equipment.
i.e., if you come up with an idea for a great Web site, while out on a date, or while taking a shower; whether or not it has anything to do with the corporation, the corporation can lay claim to it.
FWIW, I just found out that shower clauses are unenforceable (at most places) if it did not occur in paid time notwithstanding the fact whether you signed such a contract or not. There has to be a payment in lieu of your services otherwise such terms are deemed to be void.
Thanks. I know that my company's HR had some clearly unenforceable stuff in their various contracts, noncompetes and NDAs, but they banked on folks not having the means to fight it.
IANAL, cannot comment on the legality, but as far as I’m concerned the comment about the department being too dependent on you is the most salient point of your entire post. There’s a whole universe of lawsuits and actions that can be filed and are not filed because companies calculate that they’ll extract a better return from a “live and let live” approach.
There’s probably an ocean of open source that is in a work product gray area, and the companies just don’t care enough to do anything (think “I saw Alex working on a 2D physics game library after successfully deploying our latest healthcare platform feature. It will be of no use to us, and Alex is a good dev, let’s let it slide.”)
A lot of copyright infringement goes un-acted on because it just doesn’t matter to the rights holders. But if they’re in a jurisdiction where they can enforce their work product agreement and then management changes, a new greedier manager might decide to claim Alex’s 2D physics engine on the almost-zero chance it becomes useful to them in the future. Probably not the smartest move, possibly a totally legal move. (But what do I know, IANAL)
hehe. Yeah that is indeed a salient clause there. Especially since I'm highly underpaid. Both me and my employer knows that finding my replacement is going to be tricky. Sucks money wise but gives me a great work life balance. :-D
Personally I don't use the comp laptop for my own stuff. I remote into my machine/network at home from my personal phone. DP over usb-c works wonders with a BT keyboard.
As a side note: I don't publish anything. My wife on the other hand does. It's been like that for over 10 years now.
EDIT: Forgot to mention that I ended up doing this after a previous employer wanted to grab a load of VBA modules. Big pain the back side. My luck was that my wife actually did work with me on them. Saved my back side big time.
Your charged your phone in your office? There, Gotcha! You used "company resources".
Believe it or not, lawyers will put arguments like these and the judge will accept those as valid reasons.
btw, I have a similar setup (I don't work on it during office time inside the office, though) with a minor difference. I vnc/ssh to my aws setup rather than my home. This way my laptop lives longer and wife doesn't bicker about electricity bills.
that charging thing... I didn't think about something like that :( christ. It's becoming absurd but you made me realize that there might be other things I missed.
... Yeah I don't understand this at all, and I'm not going to try. Ever since my employer's started putting in that IP clause I stopped writing public/open-source code.
As an employee, I’ve managed to evade these clauses by negotiating them as early as possible in the interview process. With smaller companies, it hasn’t really been as difficult as I expected.
However, my local laws provide some additional protection against this type of thing. I didn’t even realize it until I consulted with a lawyer who pointed out that my state’s laws don’t allow companies to claim IP generated in off hours. Of course, consult with a lawyer to confirm which jurisdiction actually applies to your employment.
As a manager on the other side of the table, I’ve had some strange experiences: On more than one occasion, employees have tried to open-source things they wrote for us without asking. Juniors especially may not fully understand the bounds of IP ownership, to the point that they think code they wrote is theirs, even if written for their job as paid works for hire. I’m not suggesting that’s what’s happening here, but after seeing developers walk straight into situations where they’re releasing company code without permission I reserve judgment when I see situations like this. If these libraries were developed on company time for company work products then the developer may not have a particularly strong claim for his ownership.
On the other hand, if these are entirely unreleased to his work then of course this is a ridiculous request.
EDIT: A quick look at the source code suggests this situation might not be as clear-cut in favor of the developer as the comments here suggest. Both of the repos in question appear to be derivative works of projects that Badoo (aka Bumble, the developer's employer) owns. The MVIKotlin library opens with this statement:
> This project is inspired by Badoo MVICore library.
And the Decompose repo has this statement in the opening:
> This project is inspired by Badoos RIBs fork of the Uber RIBs framework.
And unless I'm missing something, the developer worked for Badoo (Bumble) during the entire period. It would be extremely difficult to argue that a derivative work of your employer's IP, written during your time of employment and possibly during work time, is fully independent of the company. If the developer used these projects in any way for their work at Bumble (e.g. actually using these tools or libraries as part of the app) or he used company equipment/time/resources while building them, then it would be virtually impossible to argue that these works were not partially work-for-hire as part of his employment.
When I was in grad school back in 2015, I took an intellectual property law class, and as I recall there are some significant differences between US states in IP law with respect to the employee's rights.
I haven't seen a good summary of all US states on this, but here are a few links from my notes on the differences between various states:
I've always had a ploy I used to avoid this to a degree. When joining a company you have to fill out "prior inventions". I generally list a number of names and general vague descriptions. The catch is, none of them exist they are simply invented in my head.
When building a side project I use one of the names from my prior inventions list.
Amusing previous HN comment on this sort of problem (not from me):
> I've always thought that if a company claims rights over what you do outside worktime, they should do it not only for your genial ideas, but for the bad ones too. So, if you incur in a stupid debt it must belong to the company. Your newborn baby? The company mus pay alimony. It's all or nothing!
Edit: I found a Slashdot comment that makes the same point:
> When the company has a blanket policy that takes the employee's inventions, it can come to bite them in the ass.
> When I was illegally fired by Microsystems, Inc. ("MSI") they took possession of work I did on my own time using my own tools. However, on the workers comp. claim their denial was based on the claim the tendinitis was caused in part by my work at home. Either MSI fraudulently denied the workers comp. claim, or committed fraud by asserting and taking possession of the work I did on my own time.
> By having a blanket policy of owning everything you do, the employer could be on the hook for everything you do.
I read an apocryphal story about a guy whose manager saw him leaving and coming back during the workday, and asked later why he didn’t clock out and back in.
“I was getting a haircut,” the man said.
“That’s not part of your job duties here, you cannot do that on the company’s time,” replied the manager.
“Why not?” said the man. “I grew most of it on the company’s time.”
> I've always thought that if a company claims rights over what you do outside worktime
A lot of people are assuming this was done separate from his job, but that doesn't appear to be the case.
Badoo/Bumble isn't trying to claim ownership of other projects he did, just the ones that were closely related to his Badoo/Bumble work during his employment.
I've asked this before and never got a straight answer, but I'll ask again: what exact clauses do I need to modify in the employment contract, and what exactly must they say, in order to avoid this sort of situation? (relevant to UK employment that is). If you've solved this for yourself, please tell us all how and what it's written in yours so we can do the same.
Here is a link to what my previous employment contract stated about copyright: https://news.ycombinator.com/item?id=24220800 (right now I'm just a shareholder in a company and not employed). Basically it says employer owns all, and I'd like that to say something else... but what?
Just a note - in all places I've worked (BigCo's) they take a zero-tolerance approach to modifying the contract. It is their way or the highway. I guess they can afford to just say no and pass on you, rather than have loads of employees with their own unique snowflake contracts. Perhaps smaller companies are less strict, but IME big ones take zero shit in this regard.
Personally I don't have any hopes of such a feat at a big company but I can't stand to think it's not possible to have this anywhere.
From past interviews I've seen smaller companies are willing to compromises and are reasonable in their demands, but a real example of something that already exists and is in effect goes a long way to show you're not being overly pretentious (like I've been "accused" by previous managers before). Reason why I'm searching for what people actually have in their contracts right now.
You should absolutely continue this pursuit, but keep in mind that the biggest things you can do to avoid a legal dispute are to clearly communicate expectations and not work with assholes. A well-written contract is like a solid deadbolt on your front door: it’ll make reasonable people think twice, but a determined attacker will just smash a window and go through it (or, to explicate the metaphor, sue you anyway knowing the legal process itself is sufficiently painful to wear you down even if they don’t have a case).
which has a great exhibit B you can attach. Reword it to reference the CA statute but to be clear that it shall apply to you regardless of residence in CA.
California Labor Code Section 2870 provides as follows:
Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) result from any work performed by the employee for the employer. To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under California Labor Code Section 2870(a), the provision is against the public policy of this state and is unenforceable.
> except for those inventions that either: (1) relate at the time ... to the employer’s business
So if the domain of your side project has nothing to do with what you're actively involved in at work, but your employer is involved in or has a business interest in that domain, the employer can claim ownership? Which for many large companies (especially e.g. Google) is a lot of domains?
The key thing being California Business and Professions Code § 16600 which seems to be on the side of the employees. Can anyone more familiar with this stuff confirm my understanding?
You need to get something that explicitly says what you want; if you want the freedom to work on one particular open source project then get them to give you that clause; but also thinkw hether you want it more general; It's very difficult because my understanding is you can't even do drive-by fixes in random projects without an OK.
I've gotten OKs before, but they were verbal and not written, basically my manager at the time stating they will "close an eye" and let me do it. The problem was the other eye was wide open and they did enforce their "all your code are belong to us" stance against me once (you could say I was in a similar position to OP just on a waaay lower magnitude, reason why I'm so invested in this right now).
For another project I've asked them to write me an email from their legal department stating I own copyright for that code and they won't try to claim it. They've done that after a few months passed... It's a small victory I guess.
But I want a proper solution we could all agree on (both as employees and as employers as both are relevant to me right now). Currently I'm gathering all the feedback in this thread and I would love to receive copy pastes from existing employment contracts to formulate a strategy.
Usually the clause where they claim ownership needs to have the phrase "Related to the business", or "During work hours with company equipment". If it tries to claim all IP during the course of the employment, redline it and hand it back
Search for the words "or otherwise" in that block of text. I've had multiple discussions with the legal department at that employer and they refused to remove those words from the text.
So it's not enough to just have those phrases in there (as they already are)...
13.4 (c) hereby assign to us by way of future assignment with full title guarantee (insofar as title to them does not automatically vest in $COMPANY as a consequence of your Employment subject to clauses 39-43 of the Patents Act 1977) all copyright arising in any original material (including source code and object code for software) and all other Intellectual Property Rights produced by you in the course of your Employment, whether during our normal hours of business or otherwise, or at the premises or using our facilities or otherwise, for the whole term of such copyright including any extensions or renewals thereof and including the right to sue for damages and other remedies for any infringements of the copyrights; and
Well of course, I didn't give instructions on how to write a Regular Expression to parse legal contracts, I assumed that OP would still apply the semantic rules of English to his reading
Salaried staff in the UK may be considered to be employed 24/7, even if normal contractual hours are 9-5; i.e. you're not supposed to take a second job. Of course, a hobby isn't a second job, but that argument might not wash at a tribunal.
It's best if you get your employer to recognise that your open-source work benefits them, so they explicitly agree that your FOSS work is part of "the course of your employment", even if you are forbidden to do it during office hours.
This definitely needs to be clear in your contract; if it's not clear, the confusion is likely to be resolved to the employer's benefit.
Copyright is automatically the employer's in the UK: the term is "in the course of employment", and no contractual language is required. The employer is effectively the author.
What that term means is a matter of case law, and is different if you are contracted / self-employed. Typically it is interpreted in a pro-employer manner, and if you are employed to write code then then assume that all the code you write is your employer's.
"in the course of" meaning, related to. personal work on personal time is not 'In the course of" employment. It's that latter bit that the GP is obviously asking about. The contract he linked has especially egegrious language.
It's not worth negotiating IMO. Any employer that even tries to get such language in is showing their cards.
The plain reading meaning of "in the course of" is not the case law, though, it has established precedent - and most of that favoured the employers in question. I don't know of a case that took into account "personal time" as being relevant, and most salaried employees are not paid on the basis of hours worked.
The typical contractual language does go beyond the established case law, but not by as far as you seem to suggest.
> most salaried employees are not paid on the basis of hours worked
In my experience salaried IC's in the UK are explicitly contracted for 40 hour weeks, excluding pensions, bonus, shares, etc.
It is only when you get on managerial tracts and C-Level that you have some form of hours exemption which means no OT and that implicitly you 'could' work 24/7.
I don't know about that. "in the course of employement" is used for various things. For example, if you get injured "in the course of employement", would that include if you fall from your bike on a sunday ride? I don't think so. So I believe it naturally exclude work that you do on your own time, in your house, on your computer.
> Typically it is interpreted in a pro-employer manner, and if you are employed to write code then then assume that all the code you write is your employer's.
Hmm, this makes me feel that having one's own company in addition to any other employment and writing off time spent working on open source for it could be a way around this. Of course, then you get into the whole non-compete mess...
Red Hat has an explicit clause in the contract allowing work on open source projects. As always best to consult a lawyer (not one connected to the company) if this is likely to be important to you.
Would you, or somebody working, or who had worked for Red Hat be willing to copy paste that clause, or contract, redacted of course so we could use it as an example.
Red Hat being who they are, their approach is extremely relevant to this situation.
I did try to dig out the contract just now to see if I had a digital copy of it, but I don't think I do. It's likely to be a two decade old printed copy instead. I think you need to talk to a lawyer rather than trying to do this on the cheap. Your lawyer has your interests at heart, no one else does. If you're a member of a union (Prospect being a good one for digital workers) then they will have lawyers you can consult for free.
I will talk to a lawyer as well... but I'm really interested to see something concrete too. I've asked many times but I've never actually received an example of what an actual contract had written on it.
13.8. $COMPANY and any Group Company will not attempt to claim copyright, intellectual property rights, nor patent right to any creation done outside of working hours (also known as employees free time), outside of the premises, and not using any $COMPANY facilities, as long as any such creation does not relate to the employees current responsibilities, and as long as it does not directly compete with $COMPANY business model and business activities.
13.9. As long as you do not go against clause 13.8, you are not obligated to disclose to us your creations.
But this is just my wishful thinking of mine that nobody replied to... and not something that I've actually managed to get written and signed. What I'd like to see is a concrete example of such a clause in a real, existing, signed by both parties, actual contract.
Got to watch out with this one. My past experience is that even approving a PR on the company Wifi internet caused a lot of discussion regarding the use of company facilities
Company WiFi falls under their "equipment"/"facilities" as far as I'm concerned and it's fair for the company to be upset about you using it for your personal benefit in my opinion.
Talk to a work contract specialized lawyer. Even apart from this issue, there might be other issues in the contract, so why not alway talk to one before signing.
I would like to see something that already exists and was used successfully first, so I don't go and talk to one empty handed... It's one thing to say: "I'd like to keep ownership of code I write on my free time" and another to add "like all these others do so already" to that statement.
Maybe I could try emailing the FSF and asking for hints, as I'm registered with them to be able to contribute to emacs, and actually need to inform them about employment contracts changes and things like this in general.
But still, there must exist somebody, somewhere, that has something reasonable written in their employment contract we could use as reference.
When I got my first programming job in Canada I've already had active product. I have informed them about it and I've also asked them to agree that whatever I am working on in my private time is my property as long as it is not in direct competition and / or not based on employer's code. They did not mind at all.
It was in writing and signed. No sharing as it was 90s and I've no idea where the copy is if still exists. Never needed that again as I went on my own in 2000 and have never looked back. But it was not lawyer speak. I just concocted a couple of paragraphs myself that had replaced their standard "ownership of whatever I do" and that was it. It was a small company and they were easy.
This kind of thing is totally unenforceable in the UK. The corollary of clauses about side projects is that you are unable to work anywhere else whilst you are employed at the company, again totally unenforceable in the UK (the case law against restraint of trade goes back to the 17th century in the UK).
The only exception to this is if the work you are doing outside the contract conflicts/overlaps with the work you are doing within the contract. In that case, if the employer inserted a restraint of trade clause into the contract, that would be enforceable (that is a standard non-compete, which is perfectly legal and sensible).
It is all total nonsense though. UK employers, and lawyers, are a bit mad about this kind of thing. They will insist on things like probationary periods or working "at will" for a period of time...and then they will demand that you yield 24 hours of your time whether awake or asleep to them...whilst they pay you for 7 hours. It is what happens when underemployment is high.
Believe it or not, this actually works: bring your attorney with you to the interview, and accept no interview less than product lead. Basically, it's an arms race currently using guns, and the majority of the dumb ass developers show up with knives.
The internet is quick to grab the pitchfork but it looks like there's a different story here.
If you compare arkann1985's MVIKotlin vs badoo/MVICore it's an understatement to say it was "inspired by". It looks like an almost identical clone.
And as others have pointed out, it's not like Bumble is going after all of this guy's projects, just the ones where he was "inspired by" company work.
It would be difficult to argue that the projects in question would exist without benefiting from his employment at Bumble where the originals were developed.
It does change the perception though. Compare "This company is taking away all the great inventions this poor developer came up with" against "The company is retaining those ideas which the developer copied from them".
if you don't want people to make open source projects based on your ideas, don't release them as open source. Bumble has just as little a right (morally speaking, not legally) to seize someones fork/inspired repo as any other open source maintainer does.
Here the question is even a little bit more interesting than just the "open source" code you created I think:
There is lot of discussion about the ownership of the code, but what about the other things related to the project?
Like stars and issues.
In no way stars and issues belongs to the company, they belongs to each user that submitted them.
They submitted them to the project that was on a specific username. So, I'm not sure that the company could legally ask to take over that by force without the user agreeing.
Imagine if a company ask that "you transfer your likes to us"...
An interesting related question I've always had is what even counts as a contribution. For example, consider the three situations:
(a) I open an issue about a feature not working. E.g.: “When I press the button, the app crashes”.
(b) Same as (a), but I also point out the place in the code where the error is without providing any code to fix it. E.g. “When I press the button, the app crashes, and I think that it has to do with a null pointer dereference in function pkg.foo()”.
(c) Same as (b), but I also provide a simple diff to fix it, but not a formally submitted merge/pull request.
The (c) sounds close enough to a contribution but not quite. And I'm not sure about (a) and (b).
I think there's a clear distinction in most jurisdictions between (c) and the other two.
Let's suppose this bug report really was written on company time, with company equipment, related to the company's business, so we don't have to argue about how far-reaching your employer's rights should be here.
In (a) and (b), you've provided services to the code maintainers. Perhaps your employment contract forbids you from doing that, just as it might prohibit you doing project management or fixing their plumbing. But the recipient of those services hasn't done anything wrong.
In (c) you've additionally created intellectual property, to which you have some rights, including copyright. The code maintainers can't use that code in their product unless you assign them certain of those rights (or unless they can avail of other exemptions like fair use). But those rights might not be yours to assign - they might be your employer's. In addition to you potentially breaking your agreement with your employer, anyone republishing this code may be infringing your employer's IP rights (maybe under good faith, maybe you indemnified them... But still your employer has a legitimate complaint).
at the most extreme (a) means that you are opening an issue in the name of the company. the question then is: were you allowed to do that? (many contracts forbid you to speak in the name if the company unless explicitly instructed)
and (b) would mean that you contributed a company resource to the project (namely you contributed yourself, your knowledge, etc), but it is the company who gets to say where you are allowed/supposed to contribute to
those would be the extreme interpretations, and in both cases, once it's done, it can't be taken back.
only code that you write can be taken back, so if you report a bug to me, i may not be able to use your solution to fix it, but your company can't stop me from knowing about the bug and then fixing it myself.
so (a) and (b) may be a contract violation and they may fire you for it, but that's all they can do. only (c) contains actual code that they can revoke if you didn't have the right to contribute it.
yes, true, but you can expand the code in (c) until it is big enough to matter. that's just a quantitative issue. (a) and (b) are qualitatively different. the report could be contain a few hundred lines of text and it still would be the same case.
If Bumble really wants to cause grief I guess they could file a DMCA takedown request with GitHub once they have secured ownership of the copyright, the argument being they never licensed or released the code themselves.
the account is fair game as company property as it is being used that way, so I'd always want a paper trail in either direction
ex: the White House account on Twitter is not the property of some social media manager but US Gov
we do a lot of OSS and are careful each time about upstream vs fork vs from scratch.. i think key parts of the Bumble story aren't being said because I'm struggling to imagine a modern eng culture where this would happen , and the author's repo seems savvy.
Mob just became too brazen. Allowing employees to work on their own stuff while [ab]using company's dough was a company's good will and great trust. That employee should go back to normal and work for company during paid hours.
Read the contract before you sign it. Don't work for companies that include any clauses what you can or cannot do in your free time (excluding reasonable exceptions, such as not directly competing with $employer).
This sort of greed/zealotry on the side of employers is why some FOSS projects are such a pain to contribute to (i.e. anything that's part of the Eclipse Foundation). You pretty much have to sign your name in blood on a contributor agreement, and you may even have to get your employer to sign it too. This is madness. Slavery is not a thing. Employers do not own us.
I developed a very large viral kind of game site that was acquired by Fox. I was an hourly dev and I was the only dev, working for a few money guys who made a bunch by paying me to develop it and then selling it literally without informing me. So I went from maintaining it for them (as one of several jobs) to suddenly being called by Fox to hand over the source code and also to sign a contract which said they owned all the IP and that I worked for them, and that everything else I did in my free time would be theirs, and they were offering me $50/hr when I had been paid double that for the dev work of building the thing. I told them to go fuck themselves, and refused to hand over the source. I'd never had a contract with the original guys saying that they owned the source, so, as far as I was concerned they only owned the compiled Flash bytecode.
Fox spent somewhere close to $1m to try to tear that bytecode apart and keep their new property running, and then shuttered it a few months later. Rather than not being assholes.
So yeah. Run, don't walk, if you see a contract that includes anything like owning your off-site work.
I am curious. Do you think it was just the 'how' that got this result? More specifically, if they opened with an actual money offer or grudgingly moved to that point eventually, do you think you would sell it. Or was the relationship kinda strained to begin with.
A few things came into play. I have a strong distaste for Fox's politics and lack of journalistic integrity, and I viewed the founders' selling of the property to them as pure greed move, contrary to the intended educational and non-partisan nature of the game (which was about political races). But in spite of that, I felt a professional obligation to assist in the transition, maintenance, and even continued building of the project. Once I had gotten the backend over to them, along with the compiled Flash SWFs, I let them know that I would be available to them at my usual hourly rate.
Part of this just comes down to the nature of large corporations. They were never interested in hiring an independent outside party, under any circumstances. At first, before they realized that their team would need my help, they simply declined my offer.
From my perspective, they were of course free to rewrite or extend for whatever uses the art/product they had purchased. But then they started calling me demanding source code, and explicit in that demand was the contract they wanted me to sign which would have given them ownership rights to it. The problem as I explained was, a good deal of that source was my own, proprietary stuff. Big parts of the game platform shared code DNA with other projects I was working on for other clients. I don't double-bill my time, but that meant each client was coming to me because I had developed a platform and a whole suite of GUI components in Flash that could be rejiggered to meet other needs without having to code everything from scratch each time. That's what made me cost-effective and quick; it's part of the reason I was hired, and my clients understood that when I did code for them, some of that DNA might get reused in unrelated projects. So not only would I be giving away rights to code which other clients had rightful use of (potentially exposing them to lawsuits from Fox), but I would be left without the dozens of modules and packages that made up my toolkit, which was my livelihood.
And all of this they expected me to do for free, in exchange for a contract which would have made me their employee at half my rate. I certainly had no intention of ever becoming a Fox employee, even if they tripled my rate. This fact seemed to elude them.
So, it's not really how they asked - although that was offensive, and their attitude that they had all the power in the situation certainly didn't make me keen to help them. It's that what they were asking for would have destroyed my career. And besides that, I felt I didn't have a right to sell those packages at any price. They refused to acknowledge that they would have to share the code with my future projects and other things already in the wild, and that they had screwed up and didn't own what they thought they did. That they had bought the game, not the platform. If they had asked me for source and not demanded the rights to it, with or without paying me to help them transition, the game might have lasted a long time. Instead they tried to decompile it, couldn't figure it all out, left a half-broken version up for a couple weeks and then abandoned it.
Should your work in spare time be explicitly exempt in the contract, or, if side projects are not mentioned in the contract, does that implicitly exempt it?
i believe in the US it is generally assumed that everything you do belongs to the employer even if not specifically mentioned. in some countries it is restricted to work done during work hours or on company equipment. in those countries it is safe if you work at home on your own computer, at least if the contract doesn't mention anything to the contrary. if the contract does claim personal work then it depends on whether that is legal or not.
I think the IT industry is filled with broad, vague clauses like this that aim to lay claim to all IP an employee creates (which can include art, music etc. as well).
Some employers make the excuse that it's only during office hours; others claim that this clause would "never actually be used".
In my experience it is rarely removed. I've turned down jobs because of it and others that I have accepted I have been extremely worried something like this would happen. I feel for the employee in question and hope they are able to retain control of their open-source code. Maybe this bad publicity encourages others to push back in the future because I generally find this behaviour quite unacceptable.
Assuming for the moment that their claim is legally sound, what are the practical implications? The code is already published under an open-source license, with multiple other contributors to which they don't have an employment relationship...
Ownership would allow them to relicense the employees original contributions, but they'd still need to negotiate with or replace all code by other contributors, and they can't un-opensource the existing codebase, right?
If the copyright has always belonged to the employer then OP never had the legal ability to license it as open source in the first place. The employer could presumably shut the whole project down and in theory even go after others for copyright infringement retrospectively.
If there have been other contributors then the employer would not magically get the copyright to those contributions though, which could leave the whole project in limbo with no-one having enough rights to continue working on it and releasing the results.
If some founder wants to figure out how to do employee agreements better, they could be more equitable, and be more appealing than the scary FAANG document a hiring candidate is comparing it to.
I signed away all IP rights to Teledyne (my second job) in 1980. I've worked for three companies since then, and never had to sign anything like that. I'm pretty sure it's unenforceable, but the thing I signed basically said that anything I invent from that point forward, even after leaving Teledyne, would belong to them.
In an earlier role (tech support) they had a clause like that, and I pointed it out and said I wasn't happy with that. They asked me to still start the following Monday and promised to get back to me about the contract ASAP. They never did, so I ended up working for them for 2 1/2 years without signing a contract... I guess different companies have different priorities...
GitHub should try to enable some sort of toggled anonymous mode for select repos, while users should make their FOSS/social identities less obvious or decoupled if their employers aren't that friendly with such clauses.
With remote work becoming more pervasive, employees should really not be doing any personal things on work computers because their traffic is definitely going to be analysed by someone or some system.
Just a general reminder as well - Companies/Govt's would absolutely love for GitHub/Gitlab or any social platform to require ID card verification for users if that was on the table.
Such an anonymous mode would be damaging for GitHub because it needs to stay friendly with its commercial and corporate customers. Besides, such a mode only provides obfuscation, but no legal protection at all. In fact, lawyers would turn it around and claim that using that mode showed that the owner of a repo was aware that what they were doing was wrong.
Your idea would have a better chance of success as a separate platform dedicated to anonymous code hosting. But that in turn would likely attract bad actors, as usual.
I meant someway for the repo to exist without coming under a specific individual, like an organisation would make more sense instead of having repos under your public profile. But then again the user has to be careful with their email addresses with every commit.
lawyers would turn it around and claim that using that mode showed that the owner of a repo was aware that what they were doing was wrong
Can’t you turn it around and claim that it was done to reduce the possibility of debating with idiots who like to unreasonably turn things around by blah blahing all possible and impossible versions out of thin air?
UK law is pretty clear: if you are a contractor then you own everything you create, but if you are a salaried employee (”work for hire”) then your employer owns everything you create that’s related to the business.
If you write Perl for a bank they don’t own the songs you compose in the shower (they afe outside the ”scope of employment”.)
They probably own your money manager side project though. “Probably” here means, as always, “has a good chance of winning at tribunal” rather than any defensible logical meaning.
The default position might be something like that but anyone writing software professionally surely has explicit provisions in their employment contract that would take precedence (as long as they hold up to any legal challenge of course).
This is not a good analogy. A substantial chunk of the value of software is often the idea, not only the time worked on something. Ideas and inventions don’t happen on a schedule. Think of a chemist that is tasked with finding a way to synthesize a compound. He tries all day at work, and in the evening, on the couch, he’s struck by a bolt of enlightenment. Who does that idea belong to? German law would be pretty clear - to the company. And often, software is similar.
That only holds if the side-project is exactly what the company does, and even then it’s debatable: if a person is interested in problem X and has personal projects around X, and the company hires them because if that, do they really expect that person to stop being interested in X on a personal level?
It’s often sufficient if the general field of work matches, though to a varying degree.
> if a person is interested in problem X and has personal projects around X, and the company hires them because if that, do they really expect that person to stop being interested in X on a personal level?
This is exactly where you start entering a problematic grey area. The employer hired and pays the employee exactly to gain access and make use of that knowledge and interest and pays a wage exactly for that. And at the same time, the employee wants to continue working on their open source project, giving away exactly that knowledge for free, which potentially diminishes the value that the employer pays for. There’s a fundamental tension here which is difficult to resolve. Open communication helps, explicitly spelling out the boundaries as well. It’s impossible to tell from the tweet which side failed here to what degree, but getting a sign-off from management in edge cases is definitely a good idea.
That's a bizarre comment because the least protected thing here is the idea. This guy is free to get a new job and write a new library from scratch, or just tell his new company to do X + Y.
Also, of course, German law does not allow the US-style overarching IP clauses at all.
> This guy is free to get a new job and write a new library from scratch, or just tell his new company to do X + Y.
But that’s not what’s the issue at stake here. If I understand the tweet correctly, the code in question was written during the time of employment, though in their spare time. Depending on the exact situation, this could be problematic - for example if internal knowledge of the employer was used or if a profit motive enters the picture (sponsorship for the open source library, as in this case) Both would no longer be an issue if the code was written after employment ends, unless there’s an explicit noncompete in place.
I am just relaying information that I've paid money for multiple lawyers to explain to me in the past. If you think they are wrong, an explanation or counterexamples would be helpful.
Why do you believe that? There is specific wording that is customary to use in an employment contract in at least England and Wales (along the lines of "work done in the course of your employment") if that sort of agreement is intended. It would typically cover work done on employer time, using the employer's resources, or in a field related to working for the employer, and you have to be careful about how broadly the latter can be interpreted in the context of the rest of the contract.
It is also sadly not unusual for employers to seek IP rights to all creative work done by a salaried employee during their term of employment as an explicit provision of the employment contract. Most of us here might consider that abusive but it might remove ambiguity and put the employer on safer ground legally in the event of a later dispute, and lawyers gonna lawyer.
I have argued before that an employee should reject that kind of excessively broad term and if working in a creative industry like software development they should seriously consider whether they really want to work for that employer if the employer is unwilling to change to the more customary contractual agreement when it is challenged. But a lot of people just sign contracts without reading them and unfortunately OP may be in trouble here if that is what they did.
If the employment contract contains no IP clauses that make the agreement explicit then maybe the course of employment rule would be the default but this would be very unlikely for anyone working in a creative industry and OP's description suggests there is specific wording being cited in this case.
I am not a lawyer. The understanding above does come from discussing this issue with real lawyers in England more than once, but not since a few years ago. As always, get your legal advice from a real lawyer if it matters and not from some random HN comment.
>Most of us here might consider that abusive but it might remove ambiguity and put the employer on safer ground legally in the event of a later dispute, and lawyers gonna lawyer.
There's no "but" here. It's abusive. It's reflective of the poor negotiating position employees often have with their employers. This is why the clause usually goes away once you're in demand.
Lawyers make a convenient scapegoat to hide behind for all sorts of bullshit (second only to "it's standard, it's standard!") but they are a service and they do as they are instructed. It's naive to think otherwise.
This sounds lile really greay areas though. Can an employer claim the work of something done outside of work (as in paid) hours?
If the employer didn't retribute this time in the first place, can it be considered as being in the "course of the employment"?
This seems that if this kind of super generic statement will always go in the way of the employer, it would be a giant loophole to go any regulation on working hours.
In this specific case though we don't really know the details and maybe some of the work was done during working hours.
There might also be a clause in a salaried employee's contract that specifically requires them to notify the employer of any other work they are doing and get permission, precisely because otherwise the employer could end up in trouble under working time rules through no fault of their own.
As I understand it, this area can get very tricky because you have several general positions in law here that might be in conflict. For example, normally restraint of trade is not allowed, but there is also an implicit condition in any employment contract that the employee will properly serve their employer and that might include not doing other things that would interfere with their responsibilities as an employee. Then there is the whole question of whether work can be done off the clock for a salaried employee given there are limits on working hours and minimum wage requirements (though the latter probably won't be a relevant factor for anyone writing software). There have been related questions about people who are on call and they can get messy so it is not hard to imagine a case about IP rights getting messy with similar arguments being made by both sides.
Again, what OP needs here is a real employment lawyer. Without seeing the contract and other relevant information the most we can do is discuss the general issues, and even then and when this information all came from real lawyers, I am still cautious because my knowledge might be out of date or there might be other relevant factors we didn't discuss.
It's definitely something really complex. My contract does have a clause requiring me to notify them about side activities.
It's a small company and, from what I gathered when I discussed the contract with the founder back then, a lawyer advised him to add this clause to protect the company indeed.
My advise to any company that is thinking to do the same thing that this one did to this developer, if you're interested by the open source projects of one of your employee, sponsor it, give time to your employee to contribute in his/her working hours for example. You'll have a much better outcome.
Under UK law your employer arguably has a claim to your IP if any of the following are true:
1) They asked you to work on this as part of your employment
2) You worked on this during your employed hours
3) You worked on this on employer provided equipment
If you can prove that this is an undertaking of your own (especially if it pre-dates employment) and you avoid doing any work (not even replying to Git issues) during work hours, and only ever on your own hardware... then your employer has no grounds for claim at all.
1) Is this a traditional breach of IP law, i.e. the open source project infringing on a patent or IP of the employer?
2) Did this predate your employment and conversation to be employed? i.e. could contributing to this project constitute as furthering the employers business interest and reasonably be considered a derivative work from being employed?
The latter seems to be what you're describing, and there are examples in the manual cited above. If it's a different area of work than your employer then it's of no consequence, but yes if you're using your employment to further your understanding and to make something that roughly fulfils the need - then this falls under my earlier comment of "They asked you to work on this as part of your employment" and you would likely have to give up the project.
Generally these kinds of clauses should be viewed as red flags. I had one contract that was something like "We reserve the right to buy all IP from anything you work on while employed here for $1".
I got it removed before joining but looking back it was one of the most toxic placed I'd ever worked and this was just one of a number of red flags.
I would counter that this software was created and maintained on your own time, in which case that at the very least you are entitled for consideration for your work and efforts.
Employment tribunals and courts take a dim view of wage theft, and that is exactly what this is if your employer is trying to enforce that clause.
I note that Software Freedom Conservancy advocates renegotiating your contract to retain ownership of code you write for open source projects you work on:
Nothing in the APL requires he transfer the git repos to them. If they own the license, he needs to update the license and copyright statements to match reality, maybe send them a courtesy copy in a tarball or whatever. That's all.
I would guess their position would be that they owned the code/copyright from the very outset, and didn't approve applying the APL to it. The license they want to use might be one that forbids posting the source code.
On a related note, always be careful to look at the documents that come with things like stock grants that you may receive in addition to salary. There is frequently this same kind of legal language there which may not have been in the original employment contract you signed.
My current company operates this way. The employment contract was pretty generic and didn't really have much IP-related language in it. But the first stock grant had a document that was quite a lot more specific. Fortunately nothing as onerous as described in this Twitter post, but still, it was good that I read all the documents before accepting the grant.
The rationale is that what other people here are saying - that Bumble (Badoo) should have paid them on company time to contribute to open-source - was already happening.
Bumble owns under the Badoo repository two projects, called badoo/MVI-Core and badoo/RIBs. These libraries are developed on company time by employees, as open-source.
If you check MVIKotlin and Decompose, you'll see that they're conceptually equivalent. You could therefore argue it is, in fact, using company resources.
But badoo/MVI-Core and badoo/RIBs are the two official frameworks written and released by Badoo. Then, what is MVIKotlin and Decompose, and does Badoo own the rights to it - if it was developed on company time, based on pre-existing source code owned by the company?
Like the US, software developers are in massive demand in the UK. If you see this story, are you going to bother going through the interview process here, or apply to any of the hundreds of other companies that haven't publicly demonstrated terrible leadership.
If you wouldn't have written the library if it weren't for your job, and you use the library to get your job done... it doesn't really matter if it's open source. If you're in a jurisdiction and under an employment contract where your closed-source code is owned by the company, your equivalent open-source code is too.
If we're talking about hobby projects, that's different, but it seems from this tweet that this is something that could have been written internally as part of someone's job and never open-sourced, right?
I have a slightly unrelated question and I'm in need of advice:
I'm about to work on a grant, with another PI at University of Sydney for a project we've worked on for four years. This grant is to advance our mission of building software system for supporting personalized bacteriophage therapy. Essentially, we're building software to make personalized therapy possible in this space, so we're building something critical for the project.
We're building the software to get funding to "phase 2" which is 50x (8 figures) the amount of money the grant's already received. Currently we're employed on the project as contract researchers, but we (and our PI) wants us there in Australia in person. Since we're based in the US/Can, we need to get work visas, which require us to be employed by the grant directly.
My question is: we have to sign employment agreements for the university, and our contracts look very much like the "we'll take everything you own, including your ideas you came up with in your shower at your own home" kind of contracts. We've already pushed back and laid out our position — we want to be able to continue building this project past the length of employment and past Phase 2, whether we get it or not. I don't really care if they get full, perpetual license to whatever I create there; it's most likely going to be OSS anyway. I just don't want them to prevent us from using it or OSS-ing it in the future.
Has anyone else dealt with universities and institutions in this manner? Do they usually operate like companies in this way?
My latest job has a somewhat reasonable set of clauses, but I still wanted some of the verbiage changed. I wasn't able to get that ("we use standardized contracts across the org"), but they were willing to give me a secondary document explaining the interpretation of the clauses I found troublesome which, to me, is really the same thing.
So sometimes changing the wording isn't the only way to get your goal. Amendments/clarifications in writing can work.
I don't know the history of the development, and I'm instinctively against overreach by employers but considering both repos are clearly influenced by repos on similar platforms (eg Badoo), it doesn't seem unreasonable for Bumble to at least take an interest in their provenance and - if they have been developed on company time and equipment - their ownership.
Despite what my contract says, if my employer asks for my personal projects, I'm quitting the same minute and we can work out the remaining details over email. I guess if they push and threaten enough I will eventually hand over the code.
But in such a scenario, I'm not a loser. If I'm capable of writing software that my former company cares that much about, I'm winning. I'll hand over my Haskell code, laugh at the thought of them trying to understand it, purge all copies I posses, and immediately begin rewriting it in another language and under another anonymous profile.
I've always wondered what would happen if a OSS library had accepted contributions from others?
Let's say me and a friend develop a library together, then my company asks for ownership of it. Sorry, I can't legally do that, because I myself only own half the code.
Did any of you ever request an example contract that would be signed before starting to go through a marathon of interviews or even negotiating an offer?
Finding a non-negotiable blanket clause like this in a contract would most probably stop me from taking the interviews or at least establish completely different salary expectations. I would understand if the work would be done on company's equipment or during some allocated time but a blanket one like this? If you're not paying me for 168 hours per week and there is no clear conflict of interest, bug off from my side projects I do in my own time.
What's the status of the license on this? The author made it Apache, but Bumble is making claims on it because of the employee's contract. It wasn't the employee's to release in the first place (as per the contract), but once it's out there, did the employee essentially open source it as an rogue agent of the company? At the same time, a Microsoft employee can't open source Windows and just say "oops."
As a developer using open source code, how can you ever have enough certainty that an open source project won't run into issues like this?
Seems to me that the most important questions have barely been asked (I saw just one scrolling through that Twitter feed, unanswered):
1) Was any work done during time paid by the company?
2) Also, but I'd be flexible with this one, was work equipment used?
3) Was the developer able to produce this work thanks to what he learned from proprietary systems, at work?
It's easy to grab the pitchfork, I hate that contract clause as all of you do, but without clear information on the above this case could go either way.
IANAL but I think at least in Germany that doesn't hold in court. I'm surprised by what (not specific to bumble) US companies get away with and that people can basically sell their lives.
There was a discussion about a similar clause in employee contracts with Google Switzerland. Turns out such conditions are illegal according to Swiss law, and the clause was dropped.
never worked for a tech company outside of projects or contracts i’ve done for people i know and my own ventures (small ventures), i’ve coded since i was 9 years old, started out in BASIC then took up pascal but now code (or script) javascript/react and have been looking into firms to work for, the stuff that was brought up to me made me feel like i have to protect my off the clock source code. the only reason why i was looking into working for someone else was to raise enough money to finish bootstrapping an unrelated startup. looks like my fears are valid
The repos in question have Apache licenses, v2.0. What is stopping me from cloning and pushing both to my own public github repo, with the same license?
Surely we can overlook the whole “give us your damn open source personal projects copyright grab or you’ll be chewing on big legal problems buddy” thing given the companies generosity with cake?
The cake shows that Bumble really are good people.
Reminds me of those famous words “speak softly and carry a big cake”.
The thing about companies past a fairly small size is that you cannot reason about them as a group with characteristics much beyond sharing an employer. Are they good people? Yes. Are they bad people? Yes. Are they vindictive, legalistic people? Yes.
With this in mind, I would say that the cake shows that some part of the org is good people. We might consider being careful about how quickly and how aggressively we generalize this. I know where I've been in companies where parts of engineering were good people while other parts of the company had wonderful and bountiful opportunities to become good people.
They went back to the lawyers and came back to me saying that this is not the first time this has been brought up, that the contract was standard across the org and was originally written for managerial types and C-suites, and that the company had never even considered taking over an employee's off-hours work, open source or otherwise.
I said good, then it should not be a problem to remove the clause. They said they would have another discussion and would really like it for me to join. I said great, then once you issue me a contract with that clause I'll be happy to join, assuming I hadn't found something else.
They never came back to me. For years I wondered if anything had actually changed. Reading this tweet I'm glad I declined.