
GitHub lets staff own IP developed for personal projects using company resources - imanewsman
https://qz.com/937038/github-now-lets-its-workers-keep-the-ip-when-they-use-company-resources-for-personal-projects/?s=1
======
matthewmcg
I work at a large law firm that represents a lot of software companies. Our
standard employee agreement forms have the usual default (company owns
everything you create with its resources or that relates to the scope of your
employment).

This default has always amused me because _lawyers never sign these kinds of
agreements with their own law firms_. We spend most of our time writing
contracts, memos, and other bits of work product that, in theory[1], are
protected by copyright. Ethics rules and professional norms also give the
clients rights in the work product they pay us to produce. A firm's
partnership agreement _might_ address this too. But most firms don't even try
to address who owns the underlying IP rights.

Moreover, it is extremely common for partners moving between firms to take all
of their forms with them. The result is that people treat contract forms as-a
sort of IP-free zone. It would not even be possible to ascertain the original
authorship of most form contracts that cross my desk.

Historically, this hasn't mattered because law firms charged for hours worked.
It will matter a great deal if firms shift toward offering more automated
products that can be sold outside the billable hour.

[1] As with source code, there's also uncertainty about which aspects of a
contract are expressive and which are purely functional. Only the expressive
parts are protected by copyright.

Update: one project I've had in the back of my mind is to illustrate this
point by crawling the SEC's EDGAR website and tracing the "genealogy" of bits
of contract language in public companies' filings. (Companies need to file
certain "material agreements"). If anyone has some suggestions for good text
processing libraries that can help with this tracing, I would love to hear
about them.

~~~
shawnee_
_The result is that contract forms have become a sort of IP-free zone._

Exactly. One of the sleaziest tricks used by Realtors (most Realtors are not
lawyers) is getting clients to sign _their_ forms: their terms usually have
the word "percent" hard-coded into the contract. Rather than opening the door
to hourly or fixed dollar amounts, they insist that their forms are the
"standard". I heard one recently say in a public forum that banks "require"
these specific forms that only Realtors have... this is a total lie, and
anybody that tells you that you can't negotiate to create your own contract
for a deal should be prosecuted for coercion.

I've been trying for a long time to alter the common perception that Realtors
add value; they don't. They _take_ value out of transactions -- equity that's
taken literal _years_ to build up -- gone in one (fell) swoop. People need to
be way more aggressive in their negotiations with real estate salespeople, and
it all starts with the contract.

This is still a small, WIP, side project (free, open-source contract
templates); however, you can get the idea:
[http://ecosteader.com/docs](http://ecosteader.com/docs)

~~~
paulcole
>I've been trying for a long time to alter the common perception that Realtors
add value; they don't.

I don't know anything about the law so I hire a lawyer I trust. I don't know
anything about buying a house so I hire a realtor I trust.

~~~
reneherse
The type and amount of training required for those two fields isn't even
remotely similar.

~~~
cowsandmilk
That is true. But the value added by a good realtor can produce as much value
add to a transaction. I've talked to enough people who had bad realtors that I
know they can literally be useless. But I've also worked with a buyer's agent
who got 3% knocked off the price of the home I was buying. This is in the city
of Boston, where most houses go for over asking, so I might have viewed this
move as risky without my realtor's experience backing me up. And I had none of
the issues people complain about online (no pushing a particular home
inspector or lender, etc.) Additionally, I've done enough deals involving
lawyers to know there are some incredibly crappy lawyers, despite all their
training.

~~~
wtetzner
On the other hand, is it possible you could have gotten a lower price by not
having a realtor? Since the seller wouldn't have to give up a percentage of
their earnings to you realtor, they might have been happy to lower the price.

------
uniclaude
People keep complaining about how hard and expensive it is to attract top
talent. This kind of measure is exactly how you do it. Provide an environment
where employees feel trusted and empowered, pay market rate, screen properly
instead of having applicants jump through hoops, and you won't have much
trouble hiring.

Kudos to github for this, I'm impressed!

~~~
soverance
For real. I am an indie game dev who recently released his first big game on
Steam. Just a week or two ago I had a prospective company tell me that, in
order to hire me, I would need to sell them the entirety of my personally-
developed IP and dissolve my interest in my own company.

Needless to say, I decided against that job.

~~~
KZeillmann
That's an absolutely absurd request. I can understand if they said that you
wouldn't be able to work on your game during business hours, or on your
company machine, but to request that you dissolve your company and sell them
your IP? That's insane

~~~
londons_explore
"It's worth $1B. Still want to buy it from me?"

~~~
bluejekyll
I don't see a problem with this. If you put a price on that work, and they
meet that price, seems like an equitable exchange.

~~~
iamatworknow
But if they paid you that much for your IP, would you still work for them?

~~~
bluejekyll
Well, at least for the payout period, assuming it wasn't all given in a one
time payment.

Otherwise, it of course depends on what they're doing. It might be really
interesting work that you get the chance to work with a lot of other very
brilliant people to build something amazing.

If that's not true, then no, I'd probably go and start just writing fun open-
source stuff all the time.

------
braythwayt
Once upon a time, I was looking for a job, in straightened circumstances. I
found a so-so match, and since I was in danger of missing a mortgage payment,
I decided to accept their offer. Pragmatism and all that.

Well, I went in and picked up the documents, and told them I needed to read
them before signing and returning them to the company. I looked at the IP
clause, and it said the company owned anything and everything I created or
invented while an employee, in any field of endeavor.

I called the founder to renegotiate.

"What if," I posited, "I write a blog post. The way I read this, the company
owns the copyright on my blog post."

    
    
      > Yes.
    

"Or if I take a video of a climbing trip, the company owns that video."

    
    
      > We'd never exercise that right. But we reserve the right.
    

"Well, I'm not sure I want to agree that anything I create, even on my own
time and property and with my own equipment, belongs to you."

    
    
      > Now that you mention it, I'm not sure I want to employ
      > someone who uses their creative energy for anything except
      > the company's business.
    

"Thanks for the clarification!"

My next call was to a realtor, I put my house up for sale. There was no way I
wanted to be in a position where I would feel like I had no choice but to
accept an offer like this.

I went through some hard times, but as it turned out, that blog that I did end
up writing on-and-off over the years turned out to be valuable. Not directly
in money, but in satisfaction. It lead to some work, but even more
importantly, it led to communities like Hacker News and meeting programmers
around the world.

If I'd agreed to that contract, there might not be a "raganwald" today.

~~~
turc1656
"Now that you mention it, I'm not sure I want to employ someone who uses their
creative energy for anything except the company's business."

Wow. That statement alone tells you everything you need to know about that
person and what kind of manager they are. The fact that it was the founder is
just...wow. Since it was the founder, if I was in your shoes I would have
asked this fool if they took that same approach when they ever worked for
someone else - that they never did a single thing that was creative outside of
work. Yeah, we know the answer.

Also - "We'd never exercise that right. But we reserve the right." Don't
believe that for a minute. My father once worked for a fortune 500 financial
company (but he was an IT person) and his hobby was music. He self-produced an
album. A little while later they let a bunch of people go who were all 40+. He
declined their package so that he could sue them for what was clearly age
discrimination. That company then tried to claim that everything he did in his
free time was owned by the company and they counter-sued him for royalties
related to album sales and public performances. Keep in mind his contract did
not include any of the draconian language like what you turned down. The only
thing it said was that he was an "on-call" employee who needed to make sure he
was available on short notice for systems-related emergencies. So they used
that to say that because he was "on-call" they therefore owned every single
second of his existence.

You can't make this shit up.

~~~
protonfish
Was it Joel Spolsky? [https://www.joelonsoftware.com/2016/12/09/developers-
side-pr...](https://www.joelonsoftware.com/2016/12/09/developers-side-
projects/)

~~~
turc1656
No, but it sounds like he knows about this stuff all too well. His final
scenario is essentially what happened to my father:

"We are kinda indifferent. If you piss us off, we will look for ways to make
you miserable. If you leave and start a competitive company or even a half-
competitive company, we will use this contract to bring you to tears. BUT, if
you don’t piss us off, and serve us loyally, we’ll look the other way when
your iPhone app starts making $40,000 a month."

FYI - my father's situation happened about 20 years ago in the late 90's.

~~~
bussierem
I had just typed a reply to correct you that the late 90s were not, in fact,
20 years ago. Then I did the math.

I am now very sad.

------
alistproducer2
For anyone interested in the Alcatel horror story mentioned in the article,
it's even worse than you thought:

 _Therefore his thoughts, which were characterised as “invention” in the
decision, should be disclosed to Alcatel. The judge also ordered Brown to pay
Alcatel’s legal fees, which exceeded $330,000.[1]_

1: [https://www.law360.com/ip/articles/1899/appeals-court-
affirm...](https://www.law360.com/ip/articles/1899/appeals-court-affirms-ex-
employee-s-idea-belongs-to-alcatel)

~~~
ifdefdebug
Sometimes it feels like Kafka's The Trial is where the US court system takes
most of it's inspiration from...

~~~
kutkloon7
In think that in most countries, a large company will always win big trials.

Andrew "bunnie" Huang has written a very good 2-page note on this in:
[http://bunniefoo.com/nostarch/HackingTheXbox_Free.pdf](http://bunniefoo.com/nostarch/HackingTheXbox_Free.pdf)
(first two pages, but the whole book is a good read)

In the US it seems especially bad, since Americans seem exceptionally obsessed
with "living the American dream" aka making a lot of money. Many people assume
that if you have a lot of money, you must be a good person.

~~~
0xfeba
> Many people assume that if you have a lot of money, you must be a good
> person.

I used to agree with that, but now politics has cleaved this into two.

A) If you're a democrat/progressive (Soros, Hillary, et al.) you're corrupt,
greedy, immoral. And you got all that money via ill means. They must be stupid
and anti-American be

B) If you're a republican (Trump, Murdoch, Ted Stevens, et al.) your earned it
from picking up yourself by your bootstraps, the American Dream. And they must
be smart people, they have lots of money!

And vice-versa.

As an aside, I'm increasingly seeing spammy "Soros is an anti-american
progressive socialist communist" comments on other low quality forums. Which
is interesting considering his investments, wealth, views on Russian, path to
citizenship, and interest in helping economies move away from communism into
capitalism. Post-truth, I guess.

~~~
cmiles74
I can't help being somewhat cynical and jaded on this one. I tend to think
that people become wealthy through

    
    
      (1) inheritance, 
      (2) something nefarious (greed, cheating, etc.)
      (3) working hard and the equivalent of winning the lottery, being rewarded for that hard work
    

I believe that I could maybe relate to the people in category 3.

~~~
gcb0
except that statistically you will never meet #3 but will meet tons of #2 and
#1.

~~~
gaius
Every startup/dot.com millionaire/billionaire is a #3. For every one of them
there are 10,000 others who are just as smart and worked just as hard but
their company just didn't pan out for any number of reasons.

------
ratherbefuddled
This is just putting into a contract what ought to be considered normal and
reasonable defaults. I don't think they deserve special praise for it, rather
companies that don't do this deserve criticism.

Whenever I've encountered overly grasping IP clauses in contracts I've always
had them re-written so they only cover work which is done during working hours
or related to <core_business>. No employer has ever objected to this, they
usually have just been advised by lawyers to be ultra aggressive by default.
One (English) employer struck the whole clause on the basis that copyright law
covered them sufficiently anyway as by default works created "in the course of
employment" belonged to the employer.

~~~
falcolas
> No employer has ever objected to this

I've not had this luck, personally. They are always willing to forgo the job
offer just to ensure that everyone has the same contracts. I'm guessing that
it's going to be a size of business issue.

And the IP assignment clauses are, for the most part, getting worse and worse;
my current one extends the assignment to a year after termination, voluntary
or not.

~~~
ryandrake
Same here. In the past, I've tried negotiating the boilerplate IP assignment
agreements tied to a new job and, in every single case/company, I was
contacted by legal with a very clear demand to "sign it unmodified or GTFO".

For you Captains of Industry who are somehow able to negotiate your employment
agreements, congratulations on having that opportunity--but I think that
situation must not be very common.

~~~
darpa_escapee
It's a sign the pool of potential employees is large enough that concessions
don't have to be made at negotiations. This is why we have unions.

------
ja30278
As a thought experiment, for people who agree with the idea that a company
'owns' all of the thought-output of an employee: Why should that mean only the
valuable IP, and not _all_ of the thought-output, including the unpleasant
parts. If an employee commits a pre-meditated murder, should the company be
liable, as a partial 'thought-owner'?

~~~
vtange
Or if the employee made something that made a net-loss. We only hear the
company knocking on the employee's door when the employee is earning a profit.

~~~
Corrado
I actually might sign a contract like that. Most (all?) of my projects tend to
lose money. This would make me more successful, not less. :)

------
superbatfish
Look, this is nice for github employees, but it's worth noting that this is
not an easy decision for all companies to make.

We (developers) aren't like factory workers cranking out widgets by the hour.
We're paid to think deeply about challenging problems. For me, that means
chewing on a problem for a long time, often when I'm not at work. Honestly,
when a problem is challenging, I can't get it _out_ of my mind. I'm thinking
about it, at least a little bit, on the weekends -- heck, maybe even while I'm
sleeping. And those are the problems I enjoy the most.

When a savvy software company hires someone, they understand that this is how
developers operate. They will offer handsome compensation because they
_expect_ this.

Ultimately, competition for your thinking time is a zero-sum game. If you're
working on a hard problem at work, you might think about it at home.
Similarly, if you're working on an interesting side project you might think
about it at work. You can't help it.

That doesn't mean companies should never allow side projects at all. There
should be room for negotiation. But if we don't acknowledge the basic facts of
the situation, then we aren't negotiating in good faith.

~~~
bluejekyll
Companies can't track your thinking. They can know when you're using their
equipment. I'm fine with them owning what I do with their hardware, networks,
anything they pay for... but they can not own my off-time, and they most
certainly do not own my mind.

What I build in my offtime is mine; this is in fact where every entrepreneur
starts. What you're proposing is that all innovation should stay in the hands
of the employer, and you as an employee are shackled at all hours.

I know that some states have different laws in this area, but CAs are strong,
and no one owns what you do when off from work and using your own equipment
but you. Do not ever give up that right or we all lose.

~~~
superbatfish
If the company wants all of your ideas, even the ones you come up with on the
weekends, then they should offer you a higher salary than the companies that
don't demand that time.

As it turns out, many companies do exactly this. And (apparently) their
developers decided it was a fair deal. But if you don't like that deal, that's
an entirely reasonable choice. In that case, just don't work for such a
company, even if they offer better salaries.

It would be unfair to say "don't take the job if you don't like the deal" if
there weren't other options, but the fact is that there are lots of other
options. There are plenty of software jobs that don't include such clauses,
especially in the non-profit and academic sector.

~~~
bluejekyll
The problem isn't the single employer, it's when _every_ employer does this,
and it's your only option, and this is the trend.

So we must resist it at all levels. And again, what you state is actually not
enforceable in CA, as our laws protect your personal work. It might in fact be
one reason why the valley exists here.

------
kriro
Very, very good. It shows the kind of trust in employees that I like to see.
Depends a bit on how they will interpret "As long as the work isn’t related to
GitHub’s own “existing or prospective” products and services" but I'd assume
that it will be very reasonable.

Kudos, great decision.

~~~
jasonkostempski
I'm sure this is all idealistic crap, but I'd still love to see someone try
it; I'd like to see a well grounded company include "even if it is related to
<company>'s own existing and prospective products". A nice competitive taunt
"Go ahead, try and compete with us, we dare you." Code is already covered by
copyright, so it's not like anyone could take the repository and start a
GitHub with it. Even if they could, not many people are going to trust the new
fork because it's future is not backed by the same team and community (unless
the existing team and community has become toxic, but, ideally, having this
threat in place could prevent that from happening in the first place). Code is
only part of GitHub's success, recreating the other parts isn't going to
happen easily. No single person could know all the ins-and-outs of every
important role in the company.

------
uncoder0
At all the companies I've run I always allow engineers to work on personal
projects on personal time and have never cared if they did it on their work
laptop. The only time I can see a hands off IP agreement being an issue and is
when the project is commercial, in the same space as our product and is
cannibalizing the company's user base which it seems Github has allowed in
it's IP agreement. I've never tried to get a lawyer to work similar language
into an IP agreement so I've just eschewed them entirely. Looks like we may
have to get one if we decide to go after funding. Does anyone think sensible
terms like ones used by Github will suffice for VCs or do they all want the
draconian "all your thoughts are belong to us" IP agreement I've seen commonly
thrown around?

Hopefully articles and practices like these will continue to become more
commonplace and influence the current VC dogma.

------
Kapura
I work at a fairly large independent game studio and there is a similar
arrangement with the developers here. The studio has developed a framework of
Unity extensions that aren't open source, but that the developers are free to
use in their own side projects without having to cede any ownership back to
the studio if/when their game is released.

Even the fact that game developers are allowed to create other games outside
of work, potentially with other non-studio teams is a super nice perk of
working here.

~~~
cableshaft
Nice. I worked for an independent game studio once that wanted to own all IP
for any sort of multimedia anything, since they were contract based and
sometimes had to do other work besides just games if the client requested it.

Also they wanted IP rights for pretty much any ideas we had, including off
company time, with the justification that we could come up with ideas to
improve a game we were working on at any time, and also because the studio had
a 'everyone can contribute to game design' mentality and we'd all be involved
in design meetings from time to time. Which is technically true, but seemed so
draconian.

I almost didn't take the job because of that clause, and I didn't publish
anything during my time there. At least the people there were cool, though,
and I still keep in touch with some of the people I worked with there,
including the company president, who's actually a really nice guy.

------
jankotek
Most corporations I interviewed with have this policy, including Microsoft and
some large banks. Otherwise it would be impossible to attract OS developers.

Also the agreement[1] is not completely rosy, it has some strings attached.

For example if you are working on CSS library, Github uses it and contracts
you to make some patches, they might claim IP ownership over those patches.
That is a mine field for OS project.

I personally would not sign it. It needs extra clause to clarify what projects
are excluded.

> _The Company owns any IP ( "Company IP") that you create, or help create as
> its employee or contractor, .... related to an existing or prospective
> Company product or service at the time you developed, invented, or created
> it_

[1] [https://github.com/github/balanced-employee-ip-
agreement/blo...](https://github.com/github/balanced-employee-ip-
agreement/blob/master/Balanced_Employee_IP_Agreement.md)

(I am not a lawyer, just a hobby)

~~~
bnw06
Microsoft does not have a friendly policy in this regard.

------
ploggingdev
Direct link to GitHub's employee IP agreement :
[https://github.com/github/balanced-employee-ip-
agreement](https://github.com/github/balanced-employee-ip-agreement)

------
camoby
I always try to negotiate this. Since I _always_ bring value, effort and ideas
from personal time and resources _in_ to the company, for free.

If they don't want to do that, then write down a big list of every idea and
project you've been working on to date, including any domains you own and
projects within them, and make sure they can't touch any of the IP you've
already created.

Also: Be friendly about it.

~~~
bblough
I rejected an offer from a company that had a similar policy/procedure. Their
contract stated that they own pretty much anything you do that's related to
their business (which was huge and varied). But you were allowed to list any
existing IP over which they had no claims.

That would have been fine and dandy, and probably even acceptable to me. But
based on the wording of the contract, the IP clause still applied even after
terminating your employment with the company. Which meant that while they
might not be able to claim rights to my existing IP, ownership of any future
IP could be called into question.

So, while I think your approach is good, there can still be issues with it.

------
jamesblonde
I'm a lecturer/prof in Sweden and we have had this law for years. We own all
our own IP. In other top tier Universities around the world the norm is that
the university takes 20-50% of the IPR/equity. Needless to say that we are
very happy with it (lärareundantag). However, a word of caution: it doesn't
seem to make any difference when attracting top talent. My experience is that
even in Systems Research, candidates don't factor it into their decisions.
They just think - UK or Switzerland or Sweden. Because of that, i don't think
it will catch on.

~~~
anonymousDan
As a systems researcher, this is definitely something I would consider. Do you
know of other European countries with similar policies? In the UK the
situation in most universities now is that the university owns everything.
Previously Cambridge I believe gave a large share to the academic, but this
was dispensed with/reduced in the face of considerable protest.

------
fergie
And they encourage remote working .

# starts polishing CV #

~~~
jameskegel
Every GH employee I've ever met has been very satisfied with their job. They
come to meetups and hand out stickers but then they stay and contribute and do
presentations about things they are passionate about. Most sponsors show up
with a bribe and then do a marketing talk and leave. I'm sure my bar is set
lower than some, but it means a lot to me to see happy employees.

------
yason
This just sounds sensible. I know how companies in general like to think about
this but I just don't understand that.

If I had a company, I'd ask my employees to solve problems and write software
that the company needs to sell products or service. I'd pay them to do that
and give them the necessary tools to do their work. When they would deliver,
we would roughly be even.

Now, if an employee is doodling some code of his own on the laptop given to
him by my company, why would I care as long as he will do the things the
company asked him to do? If he was doodling on his own laptop the company
laptop would just be unused. A laptop doesn't effectively wear out because of
personal use. In effect, when it comes to software engineering I would be
paying for results.

For reference, in auto shops the mechanics can often use the company tools and
facilities for personal evening/weekend projects or repairs. That's because
the shop is closed anyway and the shop doesn't consider it a loss if their
employee is fixing his own car, or his wife's car, or friend's car, during
after hours.

I understand why companies require their employees to not do the same work for
competing companies or for free. That would be like letting the employees cash
in twice for the same solutions, and contributing to the competition.

But trying to own what employees might do with company computers on their
spare time doesn't make sense, much less trying to own what employees might
think on their spare time.

If such a rule is enforceable an employee who did get a profitable idea not
related to his line of work would just keep his mouth shut, quietly resign and
slow-start a company of his own or sell the idea to some other company. Nobody
would be so stupid anyway as to invent something while being bound by a
possessive employment contract, and then bring it up just to tranfer the IP to
their employer for free. On the other hand, if the employer is reasonable and
doesn't try to own the idea it's much less of a hassle to make a deal with
them and continue with the current employer and letting both parties profit
from the idea.

------
sytse
Kudos to GitHub for doing this. We had a lawyer look into this a long time ago
and they said it wasn't possible. They managed to do it. We'll consider
adopting it in [https://gitlab.com/gitlab-com/www-gitlab-
com/issues/1225](https://gitlab.com/gitlab-com/www-gitlab-com/issues/1225)

~~~
sytse
Issue were the lawyer looked at this [https://gitlab.com/gitlab-com/www-
gitlab-com/issues/861](https://gitlab.com/gitlab-com/www-gitlab-
com/issues/861)

------
andrewfromx
When I was an employee of BizRate/Shopzilla in 2005 I would take my laptop
downstairs to my car parked in the company parking garage, and code on my
personal project for exactly 1 hour from 12-1 my lunch break. But the laptop
was charged with electrons from shopzilla's office plug and the parking garage
turns out is still technically on the company's property.

~~~
LiquidFlux
Beside your point, did you happen to use their wifi?

~~~
andrewfromx
I seem to recall being really careful with a usb drive to move everything to
from laptop but it was all insane. No one wanted the code I was writing and
making me jump thru all those hoops ruins the creative process. Bravo GitHub.
This should be a new standard.

------
jna_sh
The GitHub post on it: [https://github.com/blog/2337-work-life-balance-in-
employee-i...](https://github.com/blog/2337-work-life-balance-in-employee-
intellectual-property-agreements)

------
jna_sh
Fwiw, I don't think this is a new thing for GitHub employees, as the headline
suggests, this is some best practice that GitHub is releasing for others! At
least, I've enjoyed this benefit since I joined GH earlier this year.

~~~
mattcantstop
Agreed. In my couple years at GitHub side projects have been encouraged, not
discouraged. It's been incredibly refreshing. Interestingly enough, I have
worked on side projects the least at GitHub because I really enjoy my
employment now and get paid a fair wage :)

------
matchagaucho
When I was an employee at Salesforce.com, their legal department claimed my
pre-existing AppExchange app _potentially_ conflicted with their future
product roadmap and asked me to relinquish ownership of the app within 90
days.

My Lawyer advised me that a "fire sale" of the assets would make Salesforce
liable for the difference in devaluation. So I stood my ground and kept the
IP.

Claiming prior art as competitive is a different stance than claiming
ownership, but it ultimately resulted in terminating the relationship.

The irony was that I drank the Salesforce start-up Kool-Aid and developed the
IP _on their platform_ prior to joining.

------
rusanu
I guess otherwise no GitHub employee could ever use GitHub for a personal
project, could they?

------
Orangeair
Wow, that's really nice. At Google, they basically told us, "There's the
standard IP rule where you own anything that you work on in your own time that
doesn't compete with our business... Of course we pretty much do everything,
so good luck finding something that we can't claim."

~~~
greggman
When I was at google they said "we have a standard contract we'll most of the
time be happy to sign that says we claim no interest in your outside project.
Submit your project here and we'll get back to you ASAP".

They often put out memos about the types of things that were not okay and
later when they were ok. For example then they were exploring games in google
plus back during the Farmville crazy they said "Sorry but for the time being
no games please .. unless of course you want to make open source demo games
for our APIs/Platforms". A year or so later they said "okay, games are fine
now so feel free to submit to get your contract signed"

The best thing about that is there's no ambiguity because you have a contract
for your project. Github's policy is awesome but you're still at their mercy
if you thought your side project was unrelated but they happen to think it is.
In fact the larger any company gets the more likely you don't know all the
things being worked on. A contract for your side project clears that up.

~~~
Orangeair
Hmm, the impression I got from the training video I watched was that it would
be unlikely for Google to approve your outside project most of the time. But
maybe it was just the way the specific presenter worded it.

------
bkovacev
Big step in the right direction. I also believe this will have huge impact on
the morale as well. If you offer enough courtesy to your employees you'll
receive a lot more in return. Personally, I believe this can boost
productivity in a different way, because if the employee is challenged with a
different set of problems other than the "same ol' " during the work time, the
experience can be directly applied to the possible future employer's problems.

Granted, this can have downsides too.

------
falcolas
It's nice that they explicitly spell this out. I'd personally still be leery
of running personal projects on company time/property, simply because of the
"existing or prospective products and services" clause; it's amazing how many
products and services large companies are prospectively looking into.

The cost of not using company hardware or time is that of a laptop and working
outside your "9-5"; simple insurance against the potential costs.

------
s3nnyy
One of my clients* is a fashion startup here in Zurich. The founder started
his computer vision startup with material he discovered during his research at
the ETH.

He had to pay only a quiet low sum to get the IP. The sum was measured by how
long it would take him to transcribe (literally type) the algorithms out of
his head.

(*I run a tech recruiting agency; happy to help people who want to move to
Zurich.)

------
latkin
Honest question for those more legally-versed than me.

CA labor code protects inventions developed on one's own time without using
the employer's "equipment, supplies, facilities, or trade secret information."
[1]

Would "supplies" cover incidental food/drink provided by the employer? e.g. I
grab a bottled water on my way out of the office, and drink it at home while I
hack on my app after-hours on personal equipment. Does that mean my app is
developed with my employer's supplies?

That would seem pretty crazy, however on the extreme end if I was subsisting
_entirely_ on work snacks while developing my app then maybe that's different?

[1] [http://codes.findlaw.com/ca/labor-code/lab-
sect-2870.html](http://codes.findlaw.com/ca/labor-code/lab-sect-2870.html)

~~~
greggman
Why is every time I see this law referred to people seem to have only read the
first clause, not the following clauses

> a) 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.

So no, it's not just things you did at home on your own time and own
equipment. They must also not be related to your employer's business etc ....

What's related would be up to a court/judge if it came to that but there's
certainly a spectrum. You work on Call of Duty 27 and try to make an FPS at
home. Certainly related. You work on Call of Duty and try to make a Candy
Crush Clone at home. Probably related (seems like it would be considered
competition for game market). You work on Call of Duty and try to write your
own game engine at home. ¯\\_(ツ)_/¯ . You work on Call of Duty and try to make
a Tinder clone at home. Now , maybe we're getting in the unrelated territory?
You work on Call of Duty and sell baked goods at home. Probably not an issue.

If you work at a giant company like Sony that does ISPs, Health Insurance,
Movies, TVs, Cameras, Video Games, Batteries, Music, LCD displays, etc etc
well then you're probably going to have a lot of things that are in that
¯\\_(ツ)_/¯ spectrum

Of course IANAL.

If you want to do something outside of work that's even possibly in any way
shape or form remotely related to your company's line of business get them to
sign a contract saying they won't claim any rights in your project. If they
won't consider working for a better company.

~~~
latkin
I think you are missing my point. Obviously if you work on projects related to
your employer's business that is a conflict, even when executed in a clean
room.

The question is, assuming all else is above board (totally unrelated to
employer's business, on your own equipment, on your own time...), can you get
nailed by eating a bag of work-provided Cheetos while hacking on your project?

~~~
zeptomu
> [...] an you get nailed by eating a bag of work-provided Cheetos while
> hacking on your project?

I doubt it, but it is not the important point.

> Obviously if you work on projects related to your employer's business that
> is a conflict [...]

It is _not_ obvious I think. If one interprets this rigorous it would be
impossible to work on any kind of low-level, tooling or infrastructure
software, as it might be used indirectly by your company (or its competitors),
so there _is_ a conflict. IANAL.

------
ne01
Thank you Github for being so smart and awesome! I have more respect for
Github, now!

For those who disagree, saying but why?, how?, the company owns that time...

Programmers should get paid for their contribution to a project! Not for their
time!

For the love of sanity, in software, there is no correlation between the time
you put in and your output! Someone's input about how to solve a specific
problem could be more powerful and important than my 40/week of programming
for a year (solving it the wrong way)! And those who disagree are topically
the ones who measure the progress of a project by number of lines of code!

This policy motivates the hell out of the employees and also can attract smart
developers who have other projects! And, you want to hire those who have other
projects!!!

------
bnw06
Good on Github. Not all companies will even make small concessions in this
realm so I applaud them. I'm hesitant to write this but there are some false
comments specifically about my employer in this thread so I will.

I work for Microsoft and our policies are draconian. They of course make the
standard claims of anything created on their hardware, using their software,
or transmitted on their network. But to be exempt from their IP claim it also
cannot be related to Microsoft business, or "anticipated business, research or
development of Microsoft." Which of course is everything in the software
world. It makes it particularly difficult since we're supposed to evangelize
their stack and toolchain. But because of these policies I pay out of pocket
for my own hardware, dev tools, as well as exclusively use GCP/AWS.

They do have a program they're very proud of where they let you use software
you're given as an employee if you're developing an app for the windows store,
but it's so vague as to be legally useless.

Take this for what you will.

------
brudgers
This makes sense _for_ Github (and probably for a lot of other software
firms). I mean if you hire people to write code and be creative it doesn't
make sense to turn around and create demotivating conditions upon their
writing code and being creative...there are good constraints and bad
constraints and constraints that create an inherent split between a person's
best code and what they do for money is not a good constraint. For people
motivated to make stuff outside of work, a separate laptop creates a
physically different context for "what I care about" and "how I pay the rent".

There are probably businesses where it might make sense to have IP policies:
perhaps those with huge infrastructure costs like the automotive industry. But
for industries where the trend is away from patents and licensing, trying to
own all the IP does not have much economic value.

------
dallamaneni
I work at Wolfram Research (The company that makes Mathematica and Wolfram
alpha). Our company also supports and encourages employees to work on personal
projects. We are also allowed to responsibly use (not draining bandwidth
running games all night or run bitcoin miners) office resources for personal
projects.

~~~
sshrinivasan
This post is about the IP right to that work, not whether your company allows
you to work on personal projects.

------
jameslk
From the article:

> _As long as the work isn’t related to GitHub’s own “existing or prospective”
> products and services, the employee owns it._

It's strange this statement isn't getting much attention. This sounds like one
of those catch-all type of clauses which allows Github to go in any direction
they want and potentially still claim your work is their IP in the future. I'd
have to read the contract to be sure, of course.

Whether they would do that is another matter. Probably not. Maybe another
company that adopts similar policies would though.

If you're going to be building a company while working at another, I think
it's more safe to just use your own time and property so there is definitely
no claim (assuming your contract doesn't have one of those nasty clauses
saying the company owns everything you work on while employed with them).

------
stefek99
I still remember when I had to sign employment contract that claimed ownership
rights for "all the original creation".

 _(even in my own time, own equipment, not related to work)_

Highly demotivational, knowing they own everything:

\- cooking recipes

\- yoga sequence

\- drawing with my kids

\- gardening

\- photography

\- urine and other waste material

I believe that giving power to the employees empowers them!

------
traspler
The company I currently work for sadly claims all IP. Not just the things I do
for the company but all IT related stuff I do in my free time and even all non
IT related things. I could write cook book and it would belong to them. I
tried to get that changed but they were only willing to cede IP rights to non
IT related products but will still remain a usage right. At least they are
willing to transfer all rights to coworkers or me if we ask them to do so for
a private project. But even though they seem willing to grant exemptions I'm
put off by such contracts. At the end of the day only the contract matters and
good will does not.

------
gedrap
I really like the idea of it. Especially if the working hours are not very
flexible - downtime is inevitable. Whether you are waiting for something, or
it's just one of those days (or mornings or whatever). I always have some
side/fun/educational projects active and it would be really cool to work on
them on such time and, very likely, beneficial to the company because of new
skills I'd pick up, etc.

But that's in theory. Curious how do such things work out in practice :) I
guess you need really strong technical leadership to pull this off, to
convince non-technical execs that it's not time wasted, etc.

------
CM30
I have to be honest, I'm surprised this is seemingly such a rare thing in the
tech industry. I mean, in the various (admittedly small) companies I worked
for as a web developer, I never had anyone worry about what I was doing
outside of work hours. Heck in most cases they explicitly said I could do what
I wanted outside of work and that if it made money... well good for me I
guess.

But hey, they were small companies. Usually with a total staff count until 20.
Guess it must be totally different at a multi national corporation with an
actual legal team on call and what not.

~~~
Liuser
This was the opposite for my anecdotal experience. All the small companies
(20-200 people) wanted to own everything you produced. Even on your personal
off hours time.

The larger companies I worked for didn't care so long as it doesn't directly
compete with the flagship product.

------
musesum
My last company was a acquired by a company based in California. Under CA law,
you are entitled to your own IP if done on your own equipment. So, I had a
separate laptop. The employment agreement had a clause where you were to list
all of the IP that you had owned. But, it was ambiguous about whether I was
retaining ownership or turning it over to the new company. So, I asked their
legal: am I listing what's mine or what's yours? The reply was an ambiguous
"yes". I quit after 1 day. A colleague, with the same issue lasted for a
month.

------
stuaxo
It's not a personal project if you don't own the IP. If it Was The opposite
way then the employees would not do these projects, in turn they will learn a
much narrower range of skills.

------
xophishox
Thank you git hub.

I'm not a developer but i do code in my free time, and used company resources.
and always had to jump through hoops. (doing work on my lunch hour, down
times, etc, and ever affecting our bottom dollar or performance of machines).

I even developed things for the company such as directories, signature
generators etc.

This is a great step forward for everyone, and i hope more companies adopt it.

------
stefek99
> The employee had not written down the idea during his employment, but had
> told his employers of its existence.

But why?

Source:
[https://www.biicl.org/files/558_16bld2004.pdf](https://www.biicl.org/files/558_16bld2004.pdf)

Would be nice to dig deeper and learn more about all the circumstances...

------
diiaann
My father was extremely careful about this when he wanted to start his own
company. He quit his large corporation, and then worked at much smaller
company until what he wanted to do solidified in his mind. He was extremely
scrupulous about not using company issued materials to do anything.

------
Zenst
Well done GitHub, I've had some nasty documents thrust upon me in the past in
which effectively gives a company claim to anything you create, even if not
company used property. Was post employment contract so I refused. This is
turning the tide and frankly I applaud it.

------
ken47
If I were on the job market, this would be a big positive influence on my
decision to apply. It's not so much a matter of whether I would take advantage
of this perk or not. It's a very good reflection on the management's attitude
towards its employees.

------
lee101
so anything you create on paid time is theirs, fair enough.

'developed or promoted with existing Company IP' I wonder if someone writ a
blog post on their company blog about their side project or something it would
be company owned all of a sudden, or if they use an open source Github
project?

'developed for use by the Company' what if the company just wants to use it
and so claims they would be a customer so it was developed for use by them?

'related to an existing or prospective Company product or service' also sounds
vague and how is something defined as related too?

I love how open they are about things but this still seems a bit onerous to
me.

------
lewisjoe
Here's the repo, hosting the documents - [https://github.com/github/balanced-
employee-ip-agreement](https://github.com/github/balanced-employee-ip-
agreement)

------
misingnoglic
Does anyone have any articles about that first story? That's horrifying...

------
jwildeboer
Only in the US is "IP" transferable in such evil ways that this is even worth
mentioning. In European jzrisductions such "IP" is non-transferable by law
(droit d'auteur principle).

------
_navaneethan
Alcatel vs Evan brown :

From alcatel's view point

[http://everything2.com/title/The+Thoughts+of+Evan+Brown](http://everything2.com/title/The+Thoughts+of+Evan+Brown)

------
unlmtd
I feel like I'm living an the twilight zone. An idea is not a scarce good! The
Pharaoh is _not_ the 'Mighty Son of Ra'. A triangle has three sides.

------
Insanity
This is really cool of github. I'm impressed with this and can imagine this
makes them look more attractive for future employees!

------
brbrodude
The opposite of that shouldn't even ever be on the table. Ridiculous that this
is looked at as something special, only in USA.

------
equalunique
I imagine developers would have somewhat non-transferable job skills if they
couldn't use GitHub while working for GitHub.

------
tmsldd
That's a great move. Companies buy your working time, not you. Your brain,
your mind and your thoughts belong to you.

------
zachruss92
Wow, this is amazing. It sounds like a win-win as it will encourage creativity
and personal projects.

------
sunyc
Too much hype. I think they just did it because GitHub.com counts towards
company resource.

------
api
I could see this as an ultimate perk and a really powerful way to attract top
talent. Wow.

------
zyang
If I recall correctly, github was Tom's side project while working at
powerset.

------
gcb0
wait. wasn't that the law in California already?

or am I thinking of non competes?

~~~
awinter-py
Yeah -- this seems not to differ from the law in california / wisconsin.

[http://law.justia.com/codes/california/2011/lab/division-3/2...](http://law.justia.com/codes/california/2011/lab/division-3/2870-2872/2870)

These states already assign employees work 'not using equipment', 'not
resulting from work', 'not in the employer's area of business'.

Many california-based companies will echo this language in the IP assignment
section of their employment contract.

These protections don't help you if you're at, say, a big 3 company with a lot
of businesses. I know someone who asked in their contract negotiation at
google if G could provide a comprehensive list of areas of business and G
refused.

~~~
DannyBee
"These states already assign employees work 'not using equipment', 'not
resulting from work', 'not in the employer's area of business'."

This is close but no cigar: You missed " or actual or demonstrably anticipated
research or development of the employer; or"

Which for larger companies, is huge.

Admittedly though, this is _the_ thing that employees always seem to miss in
that labor code.

"These protections don't help you if you're at, say, a big 3 company with a
lot of businesses. I know someone who asked in their contract negotiation at
google if G could provide a comprehensive list of areas of business and G
refused."

Even if we had, it wouldn't have mattered because of the above :) There's no
way we could give a list of current research to random prospective employee.

That said, it would make no sense to try to enumerate all areas of business
that and keep it up to date. Instead, when we get requests, we just ask the
relevant business owner.

~~~
awinter-py
is there case law on prospective area of business?

~~~
DannyBee
Honestly, not really. Most of the cases that get brought are resolved fairly
quickly, from what i can see.

In particular, the ones _actually_ between employee and employer, employees
tend to lose except when it is very clear cut. IE if employer's interpretation
of their R&D, etc, is not crazy, they tend to win.

So if employee's has idea for juicing oranges, and works for skateboarding
company, employee's probably gonna win.

If employee has idea for juicing oranges, and works for blender company
looking into other things, employee's gonna lose, even if employee didn't know
about it, etc.

But there's also a lot of cases out there that are just proxy wars between
companies where a claim about IP ownership gets tacked on. These don't usually
make for useful caselaw.

~~~
awinter-py
You're a dev+lawyer with large company experience -- if you were writing a
federal law on employee IP assignment, what would it look like?

~~~
DannyBee
This is tough. I'm generally very pro-employee on this one.

However, i've seen both sides of this. There really are crazy people, and
plenty of them, who will try to use this to extract money from their employer,
etc

Generally, i'd say my view falls somewhere into what a small number of
european countries do, and i think that would probably work well here:

Employer still owns IP related to business.

For the situation here (own time, etc), if you generate IP in such a situation
(IE not related to business, etc), you must notify employer of that IP.

Your employer has 6 months (or whatever) to buy it from you at fair market
value.

If they refuse to do so, it's yours.

If they believe it's related to business, and you don't, well, you can fight
it out in court if you want.

The only downside to this system is that for large numbers of innovative
employees, it generates huge overhead for the company even just to manage the
process.

~~~
awinter-py
From a legal standpoint I'm with the company -- if I pay someone to invent
it's not unreasonable that I own what they invent.

From an economics standpoint I think companies benefit from attracting
innovative people. If you are hiring inventors, you want people who do it
habitually and the best of those will feel uncomfortable signing away their
free time. From this standpoint a company should worry about a new hire who
_doesn 't_ object to a 24-hour IP assignment clause.

I haven't seen hard numbers on this but I imagine that patent applications
went from more individuals in ~1900 (wright brothers era) to more corporations
circa 1950 (IBM transistor era). I'm sure there are many reasons for this
(larger companies in the 50s, postwar employment trends, less low hanging
fruit in basic research). But it would be great to see that trend reverse.

------
nunez
This is amazing. Definitely a nice perk of working for GitHub

------
steve371
This is neat. Finally found a company doing this.

------
jedberg
So does Netflix.

------
bluesign
Looking at the alcatel case and github agreement, i think even alcatel made
employees sign an agreement like this, they would have right on Brown's idea.

------
edpichler
"...As long as the work isn’t related to GitHub’s own “existing or
prospective”

Very good and very honest.

------
rglover
Exactly how it should be.

------
zdar
nice challenge to google which went after the Otto guys

~~~
dragonwriter
Not really; Otto wasn't a side project unrelated to Google's existing and
planned business.

------
borplk
Well done.

------
kutkloon7
"But rather than negotiating a deal, Alcatel fired Brown and sued him for
ownership of the idea. After a seven-year-long court battle, he lost and was
forced to spend three months at the company’s offices, without pay, writing
out the code to implement his solution."

I deeply hate the judge who made this verdict. You must be truly devoid of
human feeling and common sense to explain this as a reasonable application of
the law.

~~~
Thrillington
It's morally bankrupt, but legally correct.

~~~
sitkack
Why is he obligated to implement a solution? The IP is the idea, not the
implementation of it.

~~~
marcoperaza
I'm not familiar with the case, but others are saying that it was the terms of
a settlement, not the court ruling.

------
kutkloon7
I agree, and I think that people should be able to make the distinction
between legally correct and morally correct. (It's very easy to make a Godwin
here)

Is it that uncommon to factor in the situation? I've heard of judges in the
Netherlands who find people guilty, but give them just a small fine. Likewise,
they might rule that _technically_ , someone is guilty, but that this
application of the law is not in the spirit of the law.

In the US, this might be less common. However, Steve Jobs was legally
responsible for Apple backdating options in 2006. He plays the "Oh, I didn't
know"-card and sure enough, an exception to the law can be made.

However, a woman in Texas was jailed for 8 years for crossing a wrong box on
her voting form. Now suddenly "I didn't know" is not a valid excuse.

The law is not that independent. Screwing over someone powerful is likely to
yield repercussions, even if it is morally and legally the right thing to do.
Screwing over someone without power mostly goes without consequences, so this
happens more often.

~~~
dang
We detached this subthread from
[https://news.ycombinator.com/item?id=13921849](https://news.ycombinator.com/item?id=13921849)
and marked it off-topic.

------
grabcocque
TBH it's a lovely thought, but it sounds like a legal nightmare waiting to
happen. Your employees have access to proprietary code, how do you stop their
code from being "tainted" by that access?

------
reallydattrue
Can someone please clarify this for me.

An employer is paying six figures to an employee. In exchange for said salary,
employee works set hours and within that time, is supposed to work for the
employer and anything they create within that period is owned by the employer.

However, in the comments. It seems like everyone wants their cake and eat it
too? Which is to say, if I'm working for you between the contracted hours of 9
to 5. And if I am working on a personal project that the employer is not going
to benefit, I should keep the IP. Even though the employer is paying for my
time?

Note, this isn't about working outside of the contracted hours at home, nor is
it about staying late and using company resources to develop said project and
claiming IP belongs to the employee.

For large companies like github. They could probably be more flexible. But for
smaller companies, every working daylight hour to them is needed and required
for projects to deliver on-time.

These very same companies would argue that all code/IP belongs to them. That
they woudn't want employees working on pet projects in THEIR paid time.

Kinda sounds to me, that people here wants 3 things.

1) Pay me a large wage > north of 6 figures. 2) If I code something for me
during working hours, it's MINE. 3) If I code something outside of working
hours, it's also MINE.

Sounds like bratish entitled behavior no?

Can someone set me straight here? I don't see how this could be good for
employers who don't agree with this.

Oh and btw, if you want to work on your own thing, being paid by a company,
that you keep the IP. It's called being an entrepreneur and setting up your
own company. So instead of saying kudos I wish more companies do this. Go
start your own today and you have that freedom NOW!

~~~
cellis
There's lots of problems with this line of thinking. One, it encourages "butt-
in-seat" thinking, which is inefficient. If I deliver what you wanted
delivered in the time allotted, I should be free to work on whatever I want.
Of course, a manager wants to squeeze every drop, so if you've finished
they'll say "I have some more work for you". But best believe you'll never be
fairly compensated for that work ( at most companies anyways. Obviously if the
company is Facebook/Google you can have a massive impact and will be flying
around to work on whatever suits your fancy ).

Look at it from a contractor's point of view: a contractor will have many
other things that they can deliver and make money from, so adding a bit of
polish to _your_ project vs delivering another client's makes less sense.

------
reallydattrue
Personally I think this is wrong.

Employers should expect developers to work on company IP within contracted
hours and any new code/IP is owned by the company.

In addition. Developers who have their own side-projects own that IP and if
they work outside of contracted hours and generate new code on THEIR projects.
Well, they own that IP also.

One caveat though. Developers should allow employers to go through their
generated code, to ensure that developers aren't stealing company IP.

Oh but if a company wants some code that the developer generated in his own
time? Well, negotiations should start. The company should pay for that!

------
anandmgp
Ok

------
partycoder
Pet projects are not necessarily good for a company:

1) Code is not necessarily an asset, it is also a liability: needs to be
maintained, tested, documented, etc. This has a non-trivial cost.

2) Engineer salaries are usually more expensive than a license.

3) Experience working using internal frameworks/libraries/etc can be harder to
trade in the marketplace, especially if you are not the author.

4) It is hard to keep up feature parity with commercial/open source
alternatives.

5) Internal projects do not necessarily lead to more employee satisfaction.
They can be usually lacking around user experience and can be frustrating to
use.

6) Some internal projects have purely political motivations, like self-
perpetuating the authors in the company.

Finally, if you absolutely require to start an internal project, but it does
not provide a competitive advantage: open source it.

~~~
snovv_crash
You might want to move the last sentence to the beginning. Your opening
comment could easily be interpreted as "companies should forbid pet projects".

~~~
partycoder
Don't judge a book by the cover.

------
superbatfish
As developers, we're biased towards one view of this issue, but it's
intellectually lazy of us to just say "Yeah, we deserve it! Because...
fairness!"

Last December, Joel Spolsky wrote about developer side projects, and honestly,
he's right.

[https://www.joelonsoftware.com/2016/12/09/developers-side-
pr...](https://www.joelonsoftware.com/2016/12/09/developers-side-projects/)

My view: In _some_ companies, depending on their business model, it might be
reasonable to ask to own your own work on side projects. But it would be
reasonable of them to expect you to give up something in exchange (e.g.
smaller salary).

~~~
kevin_thibedeau
> But it would be reasonable of them to expect you to give up something in
> exchange (e.g. smaller salary).

Except when the side project is useful for your employer and you've
effectively contributed free, unpaid labor to developing it.

~~~
superbatfish
The question here isn't whether your should work on side projects at all. It's
about who owns the side project when you're done.

~~~
sillysaurus3
I wonder if the person doing all the work should own it, or the person who did
none of the work and gave no capital?

