
Ask HN: My company wants my side project. What can I do? - yolo42
Hello everyone,<p>I created product on the side as a side project in my own time and it has become a huge hit in the community to a point where my employers wants me to transfer the code-base over. The company does OSS and my side-project is also Open-Source.<p>I&#x27;ve developed it on my own time but the product directly relates to what my employer does so I&#x27;ve sort of cornered myself in a bad place. In hindsight, I also made some mistakes in how I went about evangelizing it.<p>Ideally, I want to keep the ownership with myself but I doubt that is going to work out.<p>I think what I want is:
- to be compensated in some form for all the time I&#x27;ve put in over the last two years
- to have control over the product roadmap (this I&#x27;m fairly confident won&#x27;t happen in the way I want in the long run)<p>What are my options here?
What should I ask for here? I don&#x27;t have much clue as to what can I ask for here so any suggestions would be helpful. People at my company generally wants to work things out to keep everyone happy to some degree.
======
relaunched
Find a lawyer, ASAP, that specializes in employment and / or IP. This is a
legal issue and you need to solve it with people that know the law. Talking,
signing, admitting things, etc, only hurt you.

Depending on your country and state, as well as your employment agreement,
there are a lot of impactful variables. Intuition and personal relationships
are not going to help you solve this issue, especially, absent knowing the law
and your position.

~~~
yolo42
Thank you for the comment! I totally get what you and other threads are trying
to say and I don't disagree with what you are saying.

I probably should have cleared this out in my original post (my bad) that I do
not wish to pursue the legal route. I personally feel that in my case, it will
just drain everyone's energy for not much gain at the end. Also, personal
relationships matter to me as well.

I'm trying to find ways to get compensated for the time and effort I've put
into it. If not financially, then in some other forms. But I don't have any
ideas.

~~~
fsloth
You don't go to the lawyer to sue your employer. You go there to understand
your legal position. This gives you leverage in negotiations.

The way you use that leverage is then explain why you feel something is not
fair. In a professional context, you can explain your position in legal terms
when you take a compassionate, kind stance, smile and analytically explain the
situation from both sides.

It's no more different than handling a code review.

Now, two things can happen: Either your employer is amazed that you both
created a new product AND can navigate business negotiations. This is good for
your career (unless your employer is an idiot).

Note that creating a new product that people love increases your market worth
tremendously (unless you are already at a fairly well compensated level).

Traditionally the simplest way to compensate employees has been to give them a
raise. Hint - you could ask this :)

The funny thing a higher pay grade does is that suddenly management will
respect you more (we pay him x dollars so he must be awesome).

Or, the second case: you find out your employers 'mr. Niceguy' culture is
actually a charade to fool people working at below market rates. At which
point the fate of your sideproject totally depends on the legal feedback you
received. And it would be better for you to find a better employer.

There are really good books on negotiation and influence. I suggest you read
them when you have the time. Examples: Cialdini, 'Influence'. Voss, 'Never
split the difference'.

~~~
prox
I wholeheartedly agree with your comment. The core is that OP created
something of value, in his own time. So there should be a value exchange of
some sort.

~~~
lukevdp
Depends entirely on the employment agreement. Many will automatically assign
ownership of any code written to the employer.

~~~
Sanzig
Which, depending on case law in a particular jurisdiction, may or may not
actually be enforceable. This is exactly why you would want to talk to a
lawyer: they can tell you if you have a leg to stand on.

The employer might be under the impression that all the terms in the
employment contract they pulled off FreeLegalTemplates.net are enforceable
when they aren't. Going to a lawyer _first_ gives you the ammunition to
politely point out that you are in fact the one in the right here.

------
goatherders
Surprised that no one has mentioned that you should first review the
employment doc you signed. In many (most) cases any IP you create does belong
to them. Getting a lawyer involved may just turn in to an expensive and
antagonistic experience that winds up with you simply ending up....with them
owning the IP.

One thing to consider- spin off your side project and try to get your employer
as your first customer or as the exclusive distributor.

But your employment contract should have an IP provision, and that is going to
be 99% of any outcome.

~~~
amiga_500
> In many (most) cases any IP you create does belong to them.

Why do Americans consider themselves free?

~~~
trulyrandom
Because they are free to choose to not work for a company that has such an IP
clause in its employee contract. They are also free to negotiate a change to
that clause.

~~~
colejohnson66
Theoretically. Not everyone has the liberty to change jobs at will and be
fine.

------
benkuhn
I'm somewhat surprised by how many people are focusing only on who owns the
IP.

You are now in a negotiation, and so "what can I ask for" is largely
determined by "what is the BATNA,"[1] i.e. what happens if you and your
company fail to reach a mutually acceptable compromise and start acting purely
in your own respective self-interests.

This will partly come down to legal issues (can the company take over the IP
from you), but for an open source company, I would speculate that reputational
issues from a "hostile takeover" of another OSS project could change the
calculus substantially. If the company takes over the project by force, and
you publicize the fact that they did this via the IP clause of your employment
contract (which most developers regard as somewhat evil), that doesn't seem
fun for their PR team. Even worse if you'd be able to fork the project.

Of course, this depends a lot on the details of your situation, so you should
definitely find someone to talk through the details with who is good at
negotiating. Just not sure if a lawyer is the best/only person to talk to.

[1]:
[https://en.wikipedia.org/wiki/Best_alternative_to_a_negotiat...](https://en.wikipedia.org/wiki/Best_alternative_to_a_negotiated_agreement)

------
mcv
Whether or not your employer can claim ownership in court depends entirely on
your contract.

But no matter what's in your contact, that route is probably not your best
option. From what I understand, you created, in your own time, a project that
is valuable to your employer, and that they want to use and develop. You're
the expert on this project. Not just that, you designed every aspect of it,
popularised it, and your employer apparently likes it enough to want it. These
are valuable skills. At the very least, this should imply a nice raise.
Perhaps a promotion. You're the natural PO and the natural lead developer for
this project.

I would discuss this with your employer. See if they're willing to give you a
nice promotion with this project as your primary responsibility and an
accompanying raise. Maybe a bonus too.

~~~
JohnFen
> Whether or not your employer can claim ownership in court depends entirely
> on your contract.

Entirely this.

I got burned by this years ago, developing side project that was completely
unrelated to the sort of work my employer did, and was not developed using any
company resources. But my employment contract specified that my employer had
first rights to anything I developed at all during the term of my employment.

From that time on, whenever I'm negotiating a new employment contract, I make
sure that any such clause is omitted from it. I've never had an employer
completely balk at that, although some have negotiated a middle ground where
they get first rights to a time-limited exclusive license to any side project
I do that does overlap with their activities.

This sort of thing is why I advise people to actually read and understand
employment (and all other) contracts before signing, and to not be shy about
requesting changes to them if the terms aren't acceptable.

Also, don't listen to verbal assurances like "that's just boilerplate, we
never actually enforce that". That may or may not be true at the moment, but
there's no guarantee it will remain true over time. When the rubber meets the
road, what the contract says is what will happen.

~~~
derekp7
It's been a while since I was at a company that had that clause in it, but if
I was in that situation in the future then at the minimum I'd want to ensure
that I could still work on open source projects on my own. I was wondering
what is the best way to phrase this with a potential employer (esp. if you are
out of work, and desperately need that job)?

I was thinking along the lines of "Hey, I periodically do volunteer work for
various charities, and I think this clause could hurt them. Could we add in
that work not directly assigned to me and is related to a non-profit / charity
is excluded from this clause?"

That way, if anything comes up, you could turn over copyright to the FSF or
similar organization and you would be covered.

~~~
inimino
Asking about something in a weird indirect way is worse on all counts. Just
ask directly if open source contribution is encouraged or allowed. If it
isn't, and you still want to work there anyway, no company that's remotely
decent is going to rescind an offer just because you asked about something.

------
koala_man
>developed it on my own time but the product directly relates to what my
employer does

As much as I hate to say it, that doesn't sound like a side project. That just
sounds like overtime.

~~~
onion2k
Couple that with the point that;

 _In hindsight, I also made some mistakes in how I went about evangelizing
it._

It sounds like the author implied the company actually had something to do
with whatever it is. That definitely makes it an unsanctioned overtime project
rather than something separate like a side project.

~~~
fierarul
> That definitely makes it an unsanctioned overtime project rather than
> something separate like a side project.

Is it overtime if you were never paid for it? How does unpaid work have to be
'sanctioned'?

~~~
koala_man
>Is it overtime if you were never paid for it?

Sadly, for programmers in the US, overtime is essentially always unpaid. When
you e.g. hear about game developers doing 80hr/week crunch time, they're not
getting paid extra for that.

~~~
fierarul
I get that, but 'unsanctioned overtime' sounds as if the company was robbed of
something. Since they never paid for that 'overtime', how did it need to be
sanctioned?

Going that route, maybe the company could pay for the work done on the
project.

------
bcx
It sounds like the company wants to work with you to work out a good solution.

How have they responded when you told them:

* I'd like to keep roadmap control

* I'd like to be compensated for the work I put in on my own time out side of work. (which is well documented from the commit logs, and the fact I wasn't using an employer owned computer)

* I'd like to keep working on this on my own time outside of work.

If you are worried about long-long term, i.e. the time that exists after you
leave the company, with the right software licensing strategy it's likely you
could fork the project down the road and retain roadmap control of at least a
fork of the main project.

You may want to consider working with your company's lawyers to choose a
license (you can re-license open source software --
[https://opensource.stackexchange.com/questions/33/how-
can-a-...](https://opensource.stackexchange.com/questions/33/how-can-a-
project-be-relicensed)) or figure out if the Apache license meets your needs.

Short term it sounds like the outcome is pretty clear, long term seems like
you have a lot of options.

~~~
yolo42
> I'd like to be compensated for the work I put in on my own time out side of
> work. (which is well documented from the commit logs, and the fact I wasn't
> using an employer owned computer)

The company overall is quite stingy and I doubt that they will do this part.
I'm trying to figure out what other things that I can ask for other than
financial compensation. Someone mentioned Promotion and a positive review is
something to ask for, which makes some sense. The only problem is according to
my review, I'm already exceeding expectations. So, this project doesn't buy me
much.

Overall, they are fine, and kind of, want me to drive the project, essentially
because there is no one else who can do that job.

~~~
john_moscow
From what I can tell, it's not a very big company, so they should be flexible.
So I would try to turn the tables around and get a non-exclusive deal like
this:

* The company agrees to pay you for adding some extra features to the project

* You keep control and exclusive rights, but give them a license to use it (but not transfer it to others)

Edit: even if they legally can claim full ownership of the project, you have
the full right to resign and go work on something else after they do so. And
if this is not what they want, you will have pretty good chances negotiating a
non-exclusive deal instead.

One last piece of advice:

=== DO NOT AGREE TO ANYTHING WITHOUT A LAWYER ===

Many companies would consider it business as usual to agree on your terms
verbally and then slip in a clause in the contract that would completely
change the balance in their favor.

------
greggman2
IANAL and I'm sure this will get downvoted since people won't like what I have
to say.

I'd concentrate on the positive rather than the negative, that if you get to
work on this project via your employer from this point on you'll be getting
paid to do the thing you were doing for free.

Getting paid for past work seems unlikely. You already admitted you didn't
care about compensation by open sourcing the project. You were willing to give
it to anyone, including your own company as open source. Not that you can't
ask, maybe they'll be nice about it, but just saying it's strange that before
they asked you were giving it away for free to any company and now that they
asked you want compensation.

To be harsh you arguably did something wrong by making something that directly
competes with your employer. It doesn't matter that it was on your own time.
It's called a "Duty of Loyalty" and basically means you can't get paid as an
employee and at the same time stab them in the back by competing with them.

[https://www.google.com/search?q=duty%20of%20loyalty%20employ...](https://www.google.com/search?q=duty%20of%20loyalty%20employee)

Maybe you don't think it competes but you said yourself it directly relates to
what they do so yes, as you admitted, you've cornered yourself in a bad place.

Some companies, like Google, have an easy way to get a signed contract saying
they will not claim interest in your project before you start (or they'll
point out it's a conflict of interest like if you said you wanted to make a
cloud based mail service ... in which case my guess is they would try to get
you to join the gmail team, contribute to it, or you could quit and start your
cloud based emails start up). The point is they are upfront about the legal
issues and provide a way to work out a solution. Most companies don't have a
procedure for this until it's too late.

~~~
rvnx
Well, for Google it's not that ideal. Google claims 100% of the IP done inside
and outside of your work.

"As part of your employment agreement, Google most likely owns intellectual
property (IP) you create while at the company. Because Google’s business
interests are so wide and varied, this likely applies to any personal project
you have. That includes new development on personal projects you created prior
to employment at Google. However, we understand and sympathize with the desire
to explore and ship technology projects outside of Google."

~~~
dmh2000
If that's in the Google employment agreement, I salute them for using plain
understandable wording, so one can agree or not. instead of EULA-ish
doublespeak.

------
rossdavidh
Just a point to consider: how long would it take you to recreate this work? My
guess, not nearly as long as it took the first time. 90+% of the time in
coding, is figuring out the problem space in greater detail. Much of the rest
is figuring out the best architecture to fit that problem space. Very little
is typing and getting the syntax right.

If you have to abandon what you've done, leave, and recreate a new version,
would not take you two years. Two months? Less? Not saying this is what you
should do, just that you consider what it would entail, if you handed the
company your side project and then left to go re-create it from scratch, with
all the lessons learned from the first time.

------
bob33212
Send this letter to your manager and your manager's manager.

[Manager Names]

My time at [Company Name] has been a great experience. It has been a pleasure
working with you. As you may know I created [ Open source project ] on [Date]
and have enjoyed growing the product and user base. Building and supporting
successful products is something I enjoy and will be looking for opportunities
to do that outside of my current role. [Day 2 weeks from now] will be my last
day at [Company]

Best of Luck

Then you can negotiate from a place of power. Don't say anything about your
plans other than that you are going to pursue other opportunities. At a
minimum they will make you a counter offer, something like 10% pay increase
and a new title of "Product Director". It is up to you if you want to
negotiate something different like back pay or if you want to try to create a
new product from scratch on your own or if you want to find another job.

~~~
fblp
This advice is absurd.

OP: My employer wants IP I've created. I want to negotiate compensation for
it.

Your advice: Start by sending them a resignation letter.

Negotiations are all about relationships and starting by triggering others
fears of abandonment is not the way to collaborate to a mutually beneficial
option.

I would suggest that the OP asks the if the employer would be open to
discussing what he wants "given the additional value I'd be providing the
company, I'm wondering if we could discuss my compensation and control over
the project and any interests you may have?", and seek legal advice if he's
not confident asking.

It's important that the as initial ask is not phrased as anything extortionary
("give me x or I will/won't do x") as that kind of talk is more likely to
trigger legal concerns.

~~~
bob33212
In that case the employer is going to hear " I want more money because I think
you owe it to me". It is very easy for the employer to respond with "We don't
feel the same way because X,Y and Z reasons or we cannot afford to pay you for
the work you did for free".

Negotiations are about leverage. Having a good relationship with someone is
great. But they are not going to give you a big chunk of money because the
like you. They are going to give you a big chunk of money because they need to
you stay on when you are on your way out the door.

~~~
fblp
Right, and that's where the negotiation begins. You'll be able to find a
better outcome once you know what X, Y and Z are. Leverage in itself assumes
that one party has to lose. But there are also negotatied outcomes where both
parties are better off. For what it's worth, I'm an employer and although my
employees have IP agreements I'd want them to feel real good if the business
wanted their side project.

------
kasajian
Even if there was agreement from the beginning that this is the company's IP,
and you have to transfer control over it, remember you are under no obligation
to continue to do what you are doing. If you were to stop now, no one else is
going to support and maintain the code-case.

You have two other options: 1\. You can stop immediately. Just say you are no
longer maintaining and supporting it for free. You can work on it on company
time. If anyone wants to pay you for your personal time to work on fixes and
bug-fixes they wan, they can, at which point you can do that work, and release
it as either part of the open-source project you have, or as a private fork
for that customer.

2\. You can quit your job. Go work somewhere else who is willing to work on
your own open-source projects on your own time and maintain IP. Then, abandon
the project since it no longer belongs to you. Your current company is the
copyright owner. Start a fork, which will now be yours, and you're the
copyright owner of any new code, including changes you made to the old code.
If the original license is permissive, you are under no obligate to contribute
back.

Having said all of that, this is not what I would personally do. I would be
happy that the company I work on wants my work so bad that they're asking for
the transfer of ownership back to them. I would tell them that shouldn't be a
problem but you'd like something for it, such as being able to work on it on
company time, etc. Otherwise it sounds like they just want to own this thing
you created and have you continue to work on it for free on your own time
indefinitely, which I don't believe is what they're asking for -- you weren't
clear about that.

------
rdli
I would suggest you first think about what you want (financial, recognition,
etc.) and then have a conversation with the company about it. As you point
out, the company has an incentive to keep you happy! So, start with a
discussion here.

I personally believe that going to a lawyer at this stage is 1) expensive and
2) unnecessarily confrontational. I understand the argument about
understanding your legal options, but at the point where you start to rely on
the law, you're entering a contentious negotiation which can be unpleasant and
expensive for everyone.

So I'd just say "Hey, Employer, I've put in a lot of my personal time into
this project. So I think it's fair that if you want it that I should be
recognized in a concrete tangible way since clearly you want it because it
adds more value to the business."

And I think depending on the kind of company you work for, I'd ask for
additional equity in the company (since you'd be making the company more
valuable) plus additional cash (because you were working on this project
night-and-day) and some sort of recognition would all be reasonable asks.

~~~
stevek
Yes! Get a clear picture of what you want from this. Know your own mind before
you enter into serious conversations with the company.

Best case, you both win.

------
masukomi
> I created product on the side as a side project in my own time and it has
> become a huge hit in the community to a point where my employers wants me to
> transfer the code-base over. The company does OSS and my side-project is
> also Open-Source.

Let me restate this: You had an idea you were so interested in you created it
in your off time. You made it open source. Your company likes it so much they
want to contribute to the codebase. You, being the leading expert in this
software, are the one most likely to be tasked with working on this codebase.

Beyond the obvious "OMG You're going to get paid to work on your pet project!"

the concern being that they seem to want to control it.

Compensation is probably not going to happen. IF it does then you are pretty
much guaranteed they will own and control it.

I would advise NOT seeking compensation, and instead saying "omg! I'm so glad
you appreciate the work I've put into this open source project. When can I
speak to folks about how the current development process of this project and
how to submit pull requests?"

Keep redirecting the conversation towards them contributing. If they
ultimately say they need to control the codebase just tell them that if
they're not ok with contributing to the project they can always fork it. They
get the control they want and it's probably not worth suing you and against
their best interest to fire you, because you're the leading expert in how it
works.

Side note: I'd switch the license to GPL ASAP. Not because I'm a huge GPL fan
but because the GPL can be used as a weapon to prevent them from using it
without contributing. Or, it is better at that than any other license. It
sounds like you're the sole contributor, so that's probably legally sound. I'd
also make some quick improvements that they would not want to forgo since it
sounds like they already have the current version under the Apache license.

~~~
yolo42
It is not that they want me to spend work time on it. They want me to transfer
ownership of the project to them. That's the part that I do not wish to do.

The way things work at this place, I'll probably end up maintaining the
product until I leave my job.

The reason for not transferring over is that once I do that, they will
essentially not let me create features that I think can be done better using
my product, because they exist in some other product.

~~~
pjc50
So then the real question is who maintains creative control over the project.
But if you're project lead for it , that would be you?

It sounds like there's a lot of "politics" that you're unaware of or not
mentioned. Is the project actually in competition with one of your company's
products? If they're an open source company, how do they handle community
governance and contributions? Do they normally make contributors sign over
copyright, like the FSF?

Why do you think there would be conflict over features?

------
sakoht
I am not a lawyer, so this is merely a speculative guess:

Currently, if they technically own the code, your open-sourcing it isn’t
valid. You can put an Apache license in the repo, but you can’t legally give a
license to others to use something you don’t actually own.

So the code is not really open source until someone puts that license on it
with company authority. It is just public.

It sounds like this product competes with their other products. Even if they
didn’t ask you to turn over control you would have problems working for them
during the day, competing with them in the evening. Possibly liability even.

If you want control, and want to use it to do things they don’t want, you
probably have to leave the company.

If you are going to leave, it seems you might turn over the repo to them to
avoid legal trouble, and then be sure that someone else at the coming makes
the open-source status official. Then you or others can fork it. But it seems
you should only do further work on the fork if and after leaving.

Again this should not be construed as real legal advice as I am not a lawyer.

~~~
giancarlostoro
> But it seems you should only do further work on the fork if and after
> leaving.

And only if the company open sources it.... Cant just be forking over
proprietary code.

------
ThePhysicist
It’s not really possible to give specific advice without knowing which
jurisdiction you’re in. In most European countries there are laws that govern
employee inventions and grant a share of the profits of an invention to the
employee (in Germany e.g. the Mitarbeitererfindungsgesetz). Besides advising
you to talk to a lawyer - which people already did here - there’s really
little to say without knowing more details. If you can provide at least the
country your employer is based in it might allow people to give more specific
advice.

~~~
mdni007
Did you type out that entire German word without referring to Google?

~~~
pjc50
Native speakers can usually spell words in their own language. But really it's
just a compound, just without any camel or snake case to indicate the word
boundaries.

Mitarbeiterer_findungs_gesetz : "employee invention law". Where Mitarbeiterer
can be further broken into "mit arbeit -erer". Mit=with, arbeit=work, and
-erer is a suffix also used in English for "person who does a thing".

~~~
abdusco
Small nitpick: it's more like: Mit-Arbeit-er + Erfindungs + Gesetz.

There's no -erer suffix, the first -er makes Arbeit + er (= work + er). Second
one belongs to the word Erfindung (= invention)

------
enz
If your project is OSS, what prevents them from taking it and "force you" (as
an employee) to work on it anyway?

Maybe a restrictive license may help: if your company takes the code and
modify it, make them under the obligation of releasing the source code too.

What is the current license of your project?

Ultimately, nothing prevents you from deleting your public Git repo. You can
decide that your project is not available anymore, it is your right.

~~~
caseysoftware
If they have even a debatable claim on the code (probably not but are you 100%
sure?), then deleting it is destroying their property.

That's a quick way to have a miserable life (getting fired, sued, blacklisted
among peers, etc).

~~~
shultays
If it is a sude project that is related to your work I would say that is a
good case for tge company (ianal though)

At least you are using the know how you gained during your work

------
kd5bjo
It’s important to understand both why you want to retain ownership and why the
company wants to have ownership. It’s entirely possible that there’s some
arrangement that satisfies everyone’s needs. For example, you may be able to
get them to agree that it will remain open-source in perpetuity and that your
name remains prominently attached to it for as long as you feel comfortable
with the project’s direction, but no longer.

I’ll also second all of the suggestions to talk with a lawyer, not to go on
the attack but to verify that whatever agreement you come to actually gives
you the rights that you think it does— as you’ve discovered, small clauses in
contracts can have big, unexpected effects.

------
todd3834
As many have said, IANAL but I’ll give my 2¢ as well. Your options are
probably going to come down to your employment contract and where the company
is based out of. Possibly even where you live.

My non-lawyer understanding is that if you live in California and your company
is based or the contract states that it is intended to be interpreted by
California law then I’ve always operated under the following understanding:

(Not a lawyer but...) I’ve been led to believe you are safe if you work on
your own time, with your own resources and it does not directly relate to the
employer.

I think someone referred to this once as The California Clause. If that is the
right name then I’d say the California clause is not going to protect your
ownership on this case. However, maybe you aren’t in California? It is hard to
imagine a state in the US that is more employee friendly so I would be
surprised if you found your situation better elsewhere. Besides possibly
another country? Even then I’d be surprised. Things tend to trend the other
direction outside of California.

That being said, many have told you to discuss with a lawyer. And some have
even warned that it can cause unnecessary conflict if you do. They aren’t
wrong but you can always talk to a lawyer just to see what they think your
options are. If this is as much of a slam dunk case in favor of your employer
as I assume it is, I like to think a good lawyer would be able to let you
know.

On the bright side, if your employer does take it over and they still allow it
to be open source, that’s super great! Getting paid to do open source is a
blessing. There are also so many benefits to being the creator of a valuable
tool in your company. These things can often lead to promotions, bonuses and
all kinds of personal fulfillment at work.

If you do learn that you’re going to have to hand it over, find a way to spin
it into a good thing. Don’t let it make you bitter. And next time you build
something on the side, consider your employment contract and decide if you
want to build something that doesn’t relate with your employer so you might
have a better shot to align your desire to keep it.

Try not to let this make you bitter. This could be a great thing whichever way
it turns out.

------
cryptica
Since your project is open source, you should try to evaluate whether your
employer could benefit financially from suing you to gain control of your open
source project. If not, then they are less likely to do so. Also, you should
factor in the PR/reputation cost to the company. If they're in the open source
space anyway, it would be bad PR for them if they tried to suppress or
discourage the independent open source work of their employees.

Ultimately, as the creator, it's in the best interest of the open source
project and society that it remain under your control.

~~~
mannykannot
If, as many have speculated, OP has signed a contract making this work the
employer's property, then I would guess that it is not open source and never
was - it would be like OP declaring the work he did in his day job as open
source, and then making it public.

~~~
cryptica
It depends on whether the employee worked on it during company time, whether
the employee was asked by the employer to work on it and how closely the work
aligns with the employer's business.

If companies could claim ownership over all their employees' personal open
source work done during their private time, there would be no open source
projects today.

~~~
mannykannot
> It depends on...

Yes, that was my point - it is not a certainty (and so any advice beginning
"since your project is open source..." might be based on a misconception.)

>...whether the employee worked on it during company time, whether the
employee was asked by the employer to work on it and how closely the work
aligns with the employer's business.

It actually depends on the terms of OP's contract and whether the relevant
clauses (if any) are enforcible in the appropriate jurisdiction. The factors
you mention _may_ be a factor in whether this is open source (and we already
know, from OP, that it does align with the employer's business), but the "but
if..." argument of your second paragraph is unlikely to carry much weight,
legally. This is why OP should speak to a lawyer if she is dissatisfied with
the employer's proposal.

------
rayascott
Looking at the Apache 2 license, it seems like they want to take ownership of
your trademark and monetise it. Otherwise they would simply fork it and get on
with making their changes. I would point them to the license and ask them what
issues they have with it. Expecting you to simply give them control over your
copyrighted work is outrageous, especially if you didn’t do it on company
time. It’s probably best to get a lawyer to look at your employment contract
if it’s unclear how far they think their control and ownership extend.

------
nl
What kind of outcome do you want?

Most of the responses here concentrate on trying to get some kind of financial
return for your work.

That's important, but for you it might not be the most important thing (you
were giving it away and working on it in your spare time, right?)

Consider asking to make it your full time job, or something like that. You
clearly know the field well, and you've managed to build community. Having the
company resources behind you _and_ the responsibility to run the project like
you want might be an outcome that interests you.

~~~
yolo42
> What kind of outcome do you want?

I wish I knew myself better.

Maintenance and taking the product forward will naturally become part of my
job, so that's a given (and I'm happy about it).

What can I ask more for is what I'm trying to figure out and having a hard
time.

I'm generally creative with software and products but I'm really bad when it
comes to negotiations and figuring out a good barter.

I absolutely don't want to take the legal route and want to work something out
mutually.

~~~
nl
Consider asking for a title that reflects that ("Open Source Product Director
- your product name" or something)

It doesn't cost them anything, and in the future if you leave it's
surprisingly useful if that is a direction you want to go.

I know you are getting a lot of advice saying "get a lawyer". That's up to
you.

------
CoderCV
As a company owner, as soon as I read, "I've developed it on my own time but
the product directly relates to what my employer does"

> "Directly relates to what my employer does"

You will face multiple charges. You have no IDEA - how brutal it can be in
court. In 99% case - You will fail mostly because - you built your company
competitor while working in a company that is more likely to become your
future competitor if court grants you your right. This will break 99.999%
company of the world. In many of the employee contracts - Some/Most of the
Company has a clause that - you won't be working for the next 18 months or any
X months in a company or product that is directly their competitor.

My Suggestion as a company, "Be Polite to your BOSS and tell them every truth
on why you built", "what provoked you building something like this outside of
the company", "How would you like to see yourself in next 10 year".

If your company is really "p __* off ", Max, they will do is, they will stop
some future promotion and would most likely keep you away from most of their
work, they will remain alert on your every step and would call a lawyer to
inform you a certain thing, for which they don't have to bear the cost of
fighting court case at the end, company saving money.

============= THINGS WOULD HAVE BEEN LITTLE DIFFERENT ########

If you would not have built anything related to what your employer does or
what your company does.

###########

Imagine you have company and you hired some employee. Now all or some or one
of them has build something related to exactly what your company does, how
would you handle?

~~~
pensatoio
Do NOT talk to anyone at your company about this without legal counsel.
Anything you try to do yourself will hurt you. Assume you do not understand
the law or contracts, no matter how much you read up on it yourself.

------
tlear
Talk to lawyer. You company did.. you are playing game where you are utterly
clueless while the other side has a professional working for them.

------
peignoir
I would go for a friendly resolution, just say hey some of that was done on my
free time it represents that much hours of work, I’m fine transferring it in
exchange for $ to cover the extra work / equity if it’s a startup. Also
negotiate some power if you can like having your own team to help you with it
etc... everyone wins : you and your Corp

------
giancarlostoro
You seem to have answered it to a point. They wanna make sure everyones happy
and they like to contribute to open source. Tell them your concerns and what
you actually want.

Dont be afraid to be transparent. I would still review your contract and
potentially call a lawyer just to see if theres any action whatsoever but it
might not be necessary.

Just be open about your wants and needs. Tell them you just want to be able to
keep your project since you worked on it in your own time. Hell tell them you
are okay exposing your codebase under their org. But get it in writing that
you intend to keep rights to all code you write even if done at work. Allowing
you to be paid to work on it for customers they nab.

At the end of it its all your choice. Just negotiate terms that make you
happy. Do not hold back concerns. Period. But be smart and ensure they have a
legal footprint. Make sure to get copies of anything you sign. Dont agree to
anything that isnt on paper.

------
robbya
Worth talking to a lawyer. The specifics matter, and they'd be best able to
guide you.

~~~
finsrud
This.

------
loopz
Just my personal uneducated opinions below:

Only a proper lawyer can help you, though you should do initial searches
online to see wether you get an inkling of where you stand, and possibly
reduce amount of time needed to spend on expensive lawyer. See if there are
free legal councel near where you live, online or if anything can be covered
by insurance.

 _" I've developed it on my own time but the product directly relates to what
my employer does"_

This is a bright huge red flag. Depending on the contract you signed, creating
something in direct competition while employed can be grounds for assuming
ownership. Using company resources, time, knowledge, clout, internal
discussions and/or reputation, can be strong case _for_ this company, against
your position. Evidence and witnesses as well as your own words can be used
against your position. If this IP was unrelated to company offerings, they
would be less interested, and probably objectively strengthen your own case
somewhat, depending on what they can prove and not.

If you want to go very cheap, or avoid possible bill-hungry lawyers: Ask your
boss wether they've cleared this with their internal lawyers and if you can
get this confimed via a signed statement of company claims of ownership and
exactly about what they claim ownership of and not. Always go internally
through nearest boss or neutral intermediate in writing: Export the
communications as well. Avoid contradicting your own claims unwittingly.

If you get this letter and don't want to lawyer-up, I'm afraid your options
are limited and you should do whatever necessary to avoid getting fired or
sued. If they bluffed, you just called them on it, and can negotiate from
there.

Unfortunately, depending on the legal councel at this company and possible
value of your work, your standing looks very weak, possibly damaging against
you. This is why it's so vital to keep work and personal life divided. What
may help in such situations is to do book-keeping of resources and hours spent
separately for such side-project and document the process, while making sure
_Nothing_ from work is used.

------
aflag
Like others have said: talk to a lawyer, find out your options, given your
current contract (don't talk to your employer or make any decisions before
fully understanding your rights and duties). One complementary advice: think
that in the next 5 years you're likely to receive better offers than you
currently have. How will your decision now influence your career plans later
on? Try to imagine how it will be like to be yourself in future. Your future
self will appreciate that you gave him serious consideration.

------
codegeek
"the product directly relates to what my employer does"

Depending on your employment contract, this could be tricky for you. If your
employer is nice about this and they want to encourage you, I would use this
opportunity to negotiate something here which creates win-win for both.
Clearly, they see a lot of value in this codebase so instead of turning this
into a conflict, sell yourself to your employer. You can definitely ask for
leadership control over it. Not sure if monetarily, you can get anything but
worth a try.

------
speedplane
> I've developed it on my own time but the product directly relates to what my
> employer does so I've sort of cornered myself in a bad place. In hindsight,
> I also made some mistakes in how I went about evangelizing it.

Your employer probably owns the code, but as its primary creator, you still
have leverage.

If your employer used standard employment agreements when you signed up with
them, the product almost certainly belongs to your employer. This is
especially the case if you used any employer-owned equipment to create it
(laptops, networks, etc.).

However, your employer probably knows that if they are aggressive, you will
become unmotivated and drop any work on it, making it valueless and probably
causing you to hate your job and quit. If they really value the product and
you, they'll find a way to make the product and your career successful.

You can ask them to give you a stake in its success, and officially bring it
into the company. You can also ask them to give it back to you if they stop
supporting it. If you consult with a lawyer, they can probably advise you on
various frameworks on how to organize such a deal.

------
tyingq
_" the product directly relates to what my employer does so I've sort of
cornered myself in a bad place"_

Yeah, that makes it complicated. Even the advice to get a lawyer is tricky, as
it could telegraph intent and put you even further in a corner.

I suppose a consultation is fine, but I would be very careful about letting
them know you retained one.

~~~
yowlingcat
Nonsense. OP needs to get a lawyer. There's no harm in letting them know
they've retained one -- most savvy employees have. On the other hand, the risk
vector here is from the employee already making the cardinal mistake of
working on something during off hours that directly competes with employer's
line of business. That's where the battle is likely already lost, unless they
live in a state like CA where noncompetes are closer to unenforceable.

~~~
tyingq
_" Nonsense"_

Pretty aggressive opener. Is that really necessary?

 _" There's no harm in letting them know they've retained one"_

It will, for sure, trigger an internal discussion, and maybe some defensive
moves like trolling logs or making a copy of his work PC drive. For example,
what do you suppose the chances are that the OP navigated to his GitHub repo
from a work PC?

How is advising caution in this situation "nonsense"? I would weigh the
consequences of telling them I had a lawyer, and evaluate anything else I
should probably do before telling them.

~~~
yowlingcat
The only thing that's aggressive about that as an opener is if someone
specifically takes offense at the suggestion of legal counsel as something you
should always have if you can afford it. That's absurd. It is absolutely poor
judgment to enter employment without it. If you don't have legal counsel and
end up in this situation:

1) You should have had counsel earlier when you signed your agreement. You
could have gone through your contract before you signed it, and potentially
have gotten revisions. If you didn't get revisions, you could at least
correctly understand the boundaries of legal restrictions you're agreeing to.

2) You definitely need counsel now. The situation is going to force you to
make a high stakes decision.

Even if you can't change the situation, you can at least learn from it.

~~~
tyingq
Your responses read like I said "you never need a lawyer". I was suggesting
caution before telling your employer you retained one, for this specific
situation. I think you are mixing me up with someone else. Also, replying to
someone with your opening word as "Nonsense" isn't constructive.

------
kingludite
I don't get it, OSS has owners? Cant you just transfer a fork?

I just do corporate politics by first being an employee who does everything
within reason to help the work progress. Eventually this builds towards
managers acting in my interest. If they fail to do that I start removing
myself from such extra activities. If you wrote some great software they can
use you should transfer it since they will find ways to reward you for doing
such things... unless you know they wont, then you _have to_ be a pain in the
ass while reminding them what you've already selflessly done for them.

Just be sure you are a nice guy and ask yourself if they are nice to you. If
not, can you condition them to be nice? If not, take the legal route for
everything.

------
sharemywin
Alot depends on your employment contract.

------
nocturnial
Tell them it's OSS and they can fork the code-base if they want more fine
grained control.

I know it's not going to resolve any issues but at least you are forcing them
to say why that's not possible now and what long term plans they might have in
store.

~~~
megous
Well, the question is about the authorship. If the company holds the
copyright, and always held it based on whatever is in the employment
agreement, this will not work, since they can just relicence the project, and
the original licencing of the work under OSS license would also be in
question.

~~~
nocturnial
If I'm reading it right, the company asked to transfer control of the code-
base. It's not a cease and desist which you normally see in ownership
disputes. I'm not in the US and the laws could be different. But from a local
legal standpoint they admitted to having no ownership claim by asking to
transfer it.

Ownership might also be the wrong terminology, but I wanted to avoid the word
"authorship" because you can _never_ relinquish that right. At least to our
national laws... Again not sure how it works in the US

------
yahyaheee
Your employer is also a huge POS for doing this, if you know people with pull
in the OSS community or software community in general you could threaten to
make a stink over it. This is terrible behavior on their part.

~~~
techslave
How so? Corporations are amoral. Their job is to maximize profit. This is
something of value to them, produced (presumably) under employment contract
that _entitles_ them to it.

They are obligated to take ownership.

~~~
hyperman1
This must be the first comment where I disagree with every line in it(except
the How so?)

Corporations are as moral or amoral as their leadership wants. Your average
small bakery better has some good standing in a community, so it better
behaves reasonably.

Their job is to keep existing, hence making some profit. That can be just
enough or maximal, again depending on the wishes of the owners.

The long term value of the OSS community relationship might be more valuable
than just grabbing the project. The law might explicitly not entitle them to
grab it.

They can try to take ownership but are not at all obliged.

In fact the psychopatic behaviour of todays megacorps is unravelling the
fabric of the societies that enable their existence.

------
ronilan
Every once in a while something like this comes up in HN and the top voted
answer is always “find a lawyer”.

My 2 cents - don’t.

You want compensation, you want to direct the roadmap. Your employer wants
ownership. Where is the conflict?

Why make one?

(P.S. - my legal experience “peaked” about a decade ago when I hired Andrew
Valentine, managing partner of DLA Piper Palo Alto to help bridge what should
have been an easy win-win. We ended with a whole lot of losers. I got a full
refund, though, so yah.)

(Also - Andrew, in case you read this, you never sent me the invoice for the
out-of-pocket expenses you paid to UPS documents to San Bruno. I’d be happy to
pay those. Contact in profile.)

~~~
faitswulff
Lawyers don't necessarily mean conflict, just very specific agreements.

~~~
charlesdm
^ Totally agreed. Key is to see them as a partner, not someone just handling
the legal side. You actually want a lawyer who keeps the end goal in mind, and
doesn't just want to protect their client at all cost.

On some of the key terms in a contract: explain me the situation, give me the
options and the associated risks, and then let me make the call on what I (as
the client) find acceptable. I've never seen something blow up when operating
in this way.

------
bryanrasmussen
You haven't specified two things that are important here - the country's laws
that apply to your case, and did you make the product using anything the
employer owned (for example on your work computer)

------
charlesdm
Agreed, this is a legal issue. Consult a lawyer. DO NOT SIGN ANYTHING! If they
insist, let them know you are consulting with a lawyer.

If they pressure you to sign documents then consider that they don't have your
best interests at heart. Depending on the company their position could either
end up being very friendly, or very unfriendly towards you.

Also remember that, if you feel this is a project with great potential, it
might be worth quitting your job over.

The legal position will be different depending on the jurisdiction you are
based in. The laws of Belgium are different to those in say, Delaware.

~~~
JamesBarney
I would not tell them you are consulting a lawyer. This can make the
relationship with your employers very antagonistic very quickly.

------
joshuaellinger
Your legal options are really based on what your employment contract says and
(to a lesser extent) what state you live in. If you signed an IP agreement,
then they almost certainly have ownership. If you didn't, then they are in a
weak position but they probably have more money than you and they pay your
bills so they have leverage if you got into a fight.

...

But I don't feel like this is primarily a legal issue. It is a negotiation
about property. The contracts come into play but the company and you both
benefit more from a negotiated agreement than from a fight. It hurts them if
you get mad and just quit, fork, give them a PR black-eye, and take the
community with you.

So you should: 1\. Take your employment contract and ask an attorney to look
at it. 2\. Ask if this document gives them the right to transfer control of an
open-source project to them. 3\. Decide if you are willing to quit over this
or not.

Once your head is clear on what you are willing to do, it is time to start
negotiating...

Hire the attorney to negotiate for you. Don't do it yourself -- you need a 3rd
party and lawyers are professional negotiators. Expect to spend some money --
feels roughly like 5-10 hours if it goes quickly. You should be very clear to
your company that you are asking a lawyer to negotiate for you because you
want to work something out and you feel like it will destroy your relationship
with them if you try to do it yourself.

Then get the attorney to discover why they want legal control of a project
that is open-source when they already have you as an employee. If they care
about the project and just want to influence the roadmap, they could just pay
you to work on it full-time and get most of the benefit. If they feel like
they need it for other reasons, see if there is an overlap between what you
want and what they want. If they just feel like they own everything you do,
you need to decide if that's what you signed up for.

Overall, I find it hard to give any better advice because you only presented
what you want and not what the company wants. It could be anything from
appearances (their investors want them have control) to money (they see a way
to make a lot of money from your work). Until you know what the other party
wants, you can't really come up with an agreement.

------
billconan
What’s the open source project’s license?

~~~
yolo42
Apache 2.0.

~~~
gscott
Just give them a copy of it on a USB drive. Tell them enjoy do whatever. Keep
going on your copy while they can do what they want on theirs.

------
talkingtab
1\. Don't commit to anything until you know what you are doing. 2\. Gather
information \- your contract \- what your states law on Non-compete is \- Was
it your time, your equipment, your services used for development? \- What are
the open source licenses 3\. Decide what you want. Do you want to start a
business? 4\. Understand your employers position and what they want. 5\. Get a
free consultation from a GOOD lawyer. Ask around and find out who is the best.
Then see them

------
asimjalis
Think entrepreneurially. Could you spin this off as a separate company with
your current company owning some equity in it and you holding the rest? Maybe
the company or its investors could give you funding to help productize your
code. I’m other words this was not a mistake. Everything is working out
perfectly. Instead of thinking about compensation or cashing out think of ways
your current company can contribute to improve the product.

------
musicale
I've been in that situation before where the company threatens to fire you you
unless you agree to their terms, even if they are obviously inappropriate and
probably illegal.

Schools can also demand ownership of your independent work by withholding your
diploma, a rather nasty practice.

The best option is probably to look for another job (or self-employment) ASAP
and make sure that your new contract clearly specifies your own independent
project(s) as not being owned by the company.

------
mavsman
> In hindsight, I also made some mistakes in how I went about evangelizing it.

I'm very curious about what these mistakes were. It would be great to learn
from this.

------
rongenre
Visit a lawyer. It'll be a couple hundred $. Ask them to explain what your
rights are - it's not just what's in the contract, it's how it'd be
interpreted under applicable law, and you _have_ to do a cost/benefit in terms
of cost of exercising your rights vs. how valuable it is.

If a couple hundred is too much, you just did the cost/benefit and decided
it's not worth it.

------
PopeDotNinja
How much do you want to keep working for your employer? Fighting them on this
might have negative side effects on the longevity of your employment.

------
rots
They want the codebase or the project name,github and websites?

If they just want the codebase it's a simple OSS fork, why would they need
your permission?

~~~
yolo42
They could surely fork it and take it from there. They would rather want that
they own the code-base so that their enterprise customers can be assured that
it is a product that they control and own.

My product, unintentionally, solves a lot of problems for the enterprise
product that my company sells.

~~~
_ph_
Still, in all the discussions here I don't understand what is meant that they
"want to own the codebase". This is open source, so everyone who has a copy of
the code can do freely within the limits of the license.

So what exactly do they want when they control the codebase? Do they want to
make it closed source, or just more input on the development.

Unless they want to close the source, it sounds to me just like a question of
negotiation of aligning your and their interestes and it sounds like you could
at least partially support your own product on work time.

And of course, you need to balance any theoretical gains by winning a legal
argument with your company with your long-term employment interests.

------
mikelj99
Maybe a more practical option since it's open source, let them fork it and you
each run with your preferred roadmap

------
xbmcuser
First you need to decide what you want exactly unless you know exactly what
you want talking to the lawyers or even your company is pointless as you need
to know your position before you can start any kind of real negotiation 1\.
financial ompensation 2\. Control over what happens in the future with the
code.

------
kungito
Depends on what you signed in your employment contract. Microsoft et al
clearly state that they own that code. What I dont get is why is it a problem
at all if it's open source. Just give it to them with the name changed (you
keep the branding) and you can always keep working on your fork

~~~
ghaff
As others have suggested, if the OP doesn't own the rights to the code it's
not actually open source until the _company_ makes it open source. Putting an
open source license on someone else's code doesn't make it open source.

------
blackandscholes
Read this: [https://www.newyorker.com/magazine/2018/01/22/when-barbie-
we...](https://www.newyorker.com/magazine/2018/01/22/when-barbie-went-to-war-
with-bratz)

Get your employment contract in front of a lawyer.

------
hotgeart
Don't know where you're located. But In EU, the employer only own the code you
type at your work (or during your work time if remote) It's in the contract.

He can only bother you if you code for money outside your work. It can be seen
as a second job. Again check your contract.

~~~
detaro
I don't think there is an EU wide standard about what is possible and what
isn't in this regard.

------
WomanCanCode
Tell them no. You may be fired but then again, I think it's worth it to not
give up your app.

------
saviorand
Hey, are you the guy who made NGINX?

------
up_and_up
I would focus on what you want to get out of it. Have them purchase it from
you and get an additional promotion or something out of it for yourself. They
prob dont want a conflict over it.

------
vagab0nd
I work for a big corp. I want to do side projects, and I want to make money
off of them. How do I make sure I don't end up in this situation in the first
place?

------
batoure
I thought about this some.... if the company agrees to publish it as foss you
could always fork the project back later.

------
ykevinator
Just agree so long as they keep it open source. It's no worse than where you
are now and then you are the expert and code maintainer.

------
Zarath
"I also made some mistakes in how I went about evangelizing it."

What does this mean, did you use company time and resources in doing so?

------
notjtrig
“Keep doing what you’re doing until someone threatens you with physical force,
PHYSICAL FORCE” - Unknown

------
buboard
Would they still be interested if it was gpl?

~~~
yolo42
I should have thought about GPL when I released the code. But, that boat has
sailed. Could they change the license later on if it is initially GPL? I'm
thinking about the next project that I'll be doing so that I don't repeat the
same mistake.

~~~
monocasa
For the future, I would totally read Social Architecture. It's available here
for free (libre and gratis), and is not long, 100 pages or so printed.
[https://hintjens.gitbooks.io/social-
architecture/content/](https://hintjens.gitbooks.io/social-
architecture/content/)

A huge part of that is how to structure an open source project so that it
can't be taken from the community. Basically a combo of GPL and taking
community contributions without having them assign copyright to you is the
most full proof way to keep something open source.

To answer your question, if they own everything they can relicense it any way
they see fit. Only by having your code mixed with others' that you don't own
can you practically protect it from forced relicensing.

~~~
mch82
> Basically a combo of GPL and taking community contributions without having
> them assign copyright to you is the most full proof way to keep something
> open source.

Sorry, but your advice is refuted by research. Both GNU and Apache ask
developers to sign contributor licensing agreements. For Apache, see “ASF
Contributor Agreements”, [https://www.apache.org/licenses/contributor-
agreements.html](https://www.apache.org/licenses/contributor-agreements.html).
For GNU, see “Copyright & Compliance” at
[https://www.fsf.org/licensing/](https://www.fsf.org/licensing/).

The Wikipedia article about Contributor License Agreements cites this article
by OSS Watch, [http://oss-watch.ac.uk/resources/cla](http://oss-
watch.ac.uk/resources/cla). This is the first time I’ve heard of OSS Watch,
but they might be a helpful source of legal advice based on their About page,
[http://oss-watch.ac.uk/about/](http://oss-watch.ac.uk/about/)

~~~
ghaff
Opinions differ on CLAs. There are certainly arguments for them as laid out in
that article.

There are also arguments against them in many cases, including that they
create friction for new contributors. "Oh, I have to sign this agreement which
means talking to my company's legal staff? I think I'll just pass."

The parent is also probably right that GPL with no CLA makes it much harder to
change a project's license. This actually came up when GPL v3 was released. As
it turned out, Linux apparently didn't want to change Linux from a v2 to a v3
license. But there were also legal questions about whether he could do so by
himself even had he wanted to. (Though Eben Moglen argued at the time that he
maybe possibly could have for various arcane reasons.)

ADDED: I recorded a podcast on this and related issues recently:
[https://podcasts.apple.com/us/podcast/open-governance-
chris-...](https://podcasts.apple.com/us/podcast/open-governance-chris-
aniszczyk-linux-foundation/id498373813?i=1000459160604)

~~~
mch82
Your podcast is very good! I recommended the series to a friend who manages an
open source project. Looking forward to your other interviews.

In the podcast episode, the guest does mention people are moving away from
CLAs. He goes on to say projects are adopting a “Developer Certificate of
Origin” model. I found an article that helped me start to understand
differences in these models: “CLA vs. DCO: What's the difference?”,
[https://opensource.com/article/18/3/cla-vs-dco-whats-
differe...](https://opensource.com/article/18/3/cla-vs-dco-whats-difference).

------
eximius
First, consult a lawyer.

Even if you talk to them later without one, you need to know where you stand
from a legal standpoint.

------
greatjack613
Honestly, pull a Richard on them. Have Peter Gregory and Gavin Belson bid
against each other for it.

------
umanwizard
> I've developed it on my own time

Are you paid by the hour? If not, what does your "own time" mean?

------
osprojects
What license did you choose for your open-source project? Fork it, or have
them fork it?

------
floki999
Get a lawyer and don’t leave a trail of thought online that could be used
against you.

------
tiku
Work out a deal with them, because changes are that they have lots of rights
on it. You could only made it with knowledge because of your job, perhaps even
with tools that they've paid for.. play nice when first talking about it, get
a lawyer if it starts getting difficult.

------
daedalus2027
Resign if you can afford it and get a lawyer

------
techslave
no suggestions here can help you. you need a lawyer. my guess is that the
company owns it, but you didn’t provide enough detail and anyway IANAL

------
paulie_a
Get a lawyer and in the meantime tell them to fuck off. Come out swinging

------
quickthrower2
WANAL

------
alexfromapex
Slap an MIT license on it and give them a copy. Although, you need to make
sure you didn’t sign anything during on boarding that would give them rights
to any code you write.

------
kresten
I’ll go against the “get a lawyer” advice everyone is giving you.

It’s pretty clear you have no legal position.

But you are the key player in the project.

So negotiate. Decide what you could get out of it and ask for it.

There should be no lawyer involved with this cause it’s not a legal
negotiation.

~~~
inimino
> It’s pretty clear you have no legal position.

Nothing about that is clear without knowing the relevant laws of wherever this
is, the contract, the circumstances of development, and who knows what else.
This is why legal advice from random internet strangers is a bad idea.

> There should be no lawyer involved with this cause it’s not a legal
> negotiation.

The very first thing you should learn about negotiation is that you never walk
into any negotiation until you know your BATNA. How do you know your BATNA in
a situation like this? You talk to a lawyer!

------
RangerScience
Are you covered by California laws? IANAL / AFAIK, CA considers a) if you live
in CA, B) if the company is based in CA, C) if most of the actual work was
done in CA.

There are special, state-wide rights that you have in CA that you cannot sign
away, some of which apply to work like this.

~~~
RangerScience
What's with the downvotes? CA's position on non-competes - including when
Californa law applies - can be read about here:
[https://www.upcounsel.com/non-compete-
california](https://www.upcounsel.com/non-compete-california)

and the invention-assignment stuff is even more direct, here:
[https://thebusinessprofessor.com/knowledge-
base/california-l...](https://thebusinessprofessor.com/knowledge-
base/california-labor-code-2870-definition/)

------
vanekjar
> The company does OSS and my side-project is also Open-Source.

What does it even mean to "keep the ownership" in this case. You have never
had an ownership when it's open-source. Probably they can take you're code,
fork it and use without your approval, depends on the license used.

------
Rainymood
Step 1. Realize that advice on HN is often wrong and very one-sided (i.e. they
were dead wrong about Dropbox)

Step 2. Figure out what you want, and why, and get it in writing. Figure out
what your company wants, and why, and get it in writing. Then open a dialogue
and its time to start talking and negotiating!

------
varispeed
Get a lawyer ASAP! When you are an employee, the employer owns all your time.
There is no such thing as "spare time" or "side project on my own". That's why
employer can tell you that you have to be there and then, can call you at any
time and can drug test your to ensure you are 100% committed to the company.
It's just modern slavery. Sure you can negotiate such clauses out, but it
would be still difficult to claim ownership to anything you make "outside
work". For the future - if you are entrepreneurial, create your own company
and work on a b2b basis. It is much healthier and you wouldn't run to such
problems (or much less likely).

~~~
chadcmulligan
> When you are an employee, the employer owns all your time

Is this true in the US? Its not in Australia, its actually the reverse here as
I understand it. Though making a competing or related product to your
employers is sticky ground.

