[HN Gopher] Bumble claims IP rights on employee's open-source libs
___________________________________________________________________
Bumble claims IP rights on employee's open-source libs
Author : giansegato
Score : 439 points
Date : 2021-12-05 09:05 UTC (13 hours ago)
(HTM) web link (twitter.com)
(TXT) w3m dump (twitter.com)
| dehrmann wrote:
| What's the status of the license on this? The author made it
| Apache, but Bumble is making claims on it because of the
| employee's contract. It wasn't the employee's to release in the
| first place (as per the contract), but once it's out there, did
| the employee essentially open source it as an rogue agent of the
| company? At the same time, a Microsoft employee can't open source
| Windows and just say "oops."
|
| As a developer using open source code, how can you _ever_ have
| enough certainty that an open source project won 't run into
| issues like this?
| marcinzm wrote:
| A note to Bumble, this makes me not want to work for you or
| anyone who is currently in a related leadership position at
| Bumble (ie: eng leadership, etc.). Given the lack of supply in
| engineering the bad publicity is going to cost you more than any
| miniscule gain.
|
| edit: And I don't even publish OSS anymore but if you're willing
| to go after an employee for something this petty what else would
| you go after them for.
| throwaway984393 wrote:
| Same. They'll never hire good coders this way.
| friedman23 wrote:
| This is such a hilariously way to shoot yourself in the foot.
| Software engineers that work on open source in their free time
| are almost always extremely talented, and will definitely look
| at this news and never consider joining this company. Bumble
| just got added to the same list as Amazon of companies I will
| just simply not even apply to when searching for a job.
|
| edit: looks like there is more to this story than the tweets
| are suggesting. If this wasn't obvious, don't build projects
| that are derived from work you are being paid to do and don't
| do them on the company laptop.
| marcinzm wrote:
| >edit: looks like there is more to this story than the tweets
| are suggesting. If this wasn't obvious, don't build projects
| that are derived from work you are being paid to do and don't
| do them on the company laptop.
|
| My point is that this is petty rather than if they can
| legally do this. They didn't ask for the repos to be taken
| down, and the projects the repos are inspired by are open
| source already by Baboo from what I can tell. I've found that
| companies which are petty about one thing will be petty about
| other things so are not good places to work.
| vmception wrote:
| Open source means the code is available it doesn't mean you
| have the license to use it and that is dependent on the license
|
| Your stance is basically akin to viewing source of a paid
| javascript template site and taking all the js because its all
| in plain text
| MaxBarraclough wrote:
| > Open source means the code is available it doesn't mean you
| have the license to use it
|
| No, that's not what the term means. This has cropped up
| several times before on HN:
|
| https://news.ycombinator.com/item?id=25834424
|
| https://news.ycombinator.com/item?id=26079067
| marcinzm wrote:
| The Badoo/Bumble code was Apache 2 published on Github, and
| the code in question is also Apache 2 published on Github. So
| I have no idea what your point is.
| vmception wrote:
| How was the approval given for that license to be used? Did
| the company sign it over and then retroactively renege? Did
| they just notice that a core developer was their employee
| at an overlapping time?
| marcinzm wrote:
| Huh? The company made their code open source under a
| permissive license. A developer working there then built
| their own package inspired by that code on their own
| time. I'm not sure where ethically the issue is here.
| Many things are legal but not ethical. So while they may
| legally be able to compel him that doesn't mean their
| action isn't unethical and petty. Companies that do
| unethical and petty things tend to be horrible places to
| work eventually.
| vmception wrote:
| I think you jumped the gun trying to predict how this
| conversation would go
|
| I am asking exclusively about the legal circumstance
|
| And also stop acting confused at every response, this is
| a normal conversation where someone asks about the
| context and the other person replies with the answer, I
| skimmed the tweet thread but the background isn't
| familiar to me and thats what the point of the
| conversation is
|
| You are too tuned to expecting an adversarial comment to
| defend, when thats not the case at all
| marcinzm wrote:
| Your first response made multiple strong claims and tried
| to state what my stance was with an explicit example. If
| you didn't know the context then you shouldn't have
| started with strong claims you didn't know the truth of.
| In addition, my original post made no claim of the
| legality of this situation and neither did you make any
| claims until this post. I merely claimed that this was a
| petty thing to do.
|
| Trying to twist out of statements you made yourself and
| trying to play the victim when not winning an argument
| doesn't make for a useful conversation.
| [deleted]
| vmception wrote:
| Ok, right bumble doesn't have to do this
|
| Is there any ambiguity in the case?
| PragmaticPulp wrote:
| > but if you're willing to go after an employee for something
| this petty
|
| After reading more closely, it appears both repos are
| derivative works of pojects that Bumble (aka Badoo) owns. It
| says so in the README.md. They were also written while the
| author was employed by Badoo/Bumble.
|
| I don't think this is as clear-cut in favor of the developer as
| the comments would suggest.
| marcinzm wrote:
| >After reading more closely, it appears both repos are
| derivative works of pojects that Bumble (aka Badoo) owns.
|
| Which Baboo has released under an Apache 2 license from what
| I can tell. Your comment makes it sound like they were
| proprietary libraries.
| [deleted]
| AlexCoventry wrote:
| They say they're "inspired by" Badoo libraries. That's not
| enough to call them derivative works, at least for copyright
| purposes.
| PragmaticPulp wrote:
| Right! But they were developed while the author was working
| for Badoo/Bumble.
|
| You can't develop something "inspired by" your day job,
| while working the day job in parallel, and then claim it
| isn't related to the day job.
| mattalex wrote:
| Why would it be a problem if they were related to his day
| job? Keep in mind the libraries he was inspired by are
| open-source apache licensed code. Your argument only
| makes sense if you assume the code was related to
| proprietary tech and not just a piece of code you find on
| the internet.
| LightHugger wrote:
| That only works if he wrote them during work hours. If he
| didn't then why would the company own it? Anything you do
| off the clock is none of the company's business.
| hallway_monitor wrote:
| Generally the company has a claim to closely-related work
| even if done off-hours. You can't e.g. clone your
| company's product off-hours, or even make a closely-
| related product without the companty having a valid claim
| on that IP.
| some-more-info wrote:
| This is correct, MVIKotlin is based on Badoo's MVICore, and
| Decompose is a mix of Badoo's RIBs (and zsoltk's Compose-
| Router which is also transitively a Badoo-owned codebase).
| quadrifoliate wrote:
| > After reading more closely, it appears both repos are
| derivative works of pojects that Bumble (aka Badoo) owns. It
| says so in the README.md.
|
| That is how Open Source is _supposed to work_ , I don't
| understand why everyone is thinking that this is some kind of
| huge discovery. Since both the MVICore and MVIKotlin repos
| are Apache 2.0, Badoo could simply pull in any improvements
| from MVIKotlin in if they wanted. They could ask their ex-
| employee if there was any interest in Badoo officially
| maintaining the project.
|
| There are about ten other paths I could suggest that go with
| how OSS projects can and should work. _None of them involve
| sending legal notices to your former employees to "transfer"
| the repos_.
|
| All I'm seeing here is that some person at Badoo/Bumble with
| little knowledge of how OSS works and a lot of lawyer time to
| throw around has made this move, and lost them a lot of
| goodwill from potential future employees.
| [deleted]
| Fordec wrote:
| Same. I fully blacklist working for companies that do this.
| suvo wrote:
| This thing has been bugging me the first time signed an
| employment contract years ago.
|
| So from what I understand is that everything I do on conpany
| property (that includes coding in a pub but on the company
| laptop) belongs to the company.
|
| So what I do is to first code it (any new idea that I'm working
| on) at home on my personal setup (including cloud an all). Then I
| release everything on a Apache V2 + MIT combo with CC BY SA 4
| (for pics, vids etc) that I think covers everything.
|
| Then I host it under a github organisation (I am the admin of the
| org but the code is not hosted directly in my profile). Then I go
| back to the office next morning and ask one of the junior team
| members to fork it.
|
| In my head, I'm thinking that yeah well, I wrote something in my
| personal capacity somewhere and then somebody from the company
| forked it, so that's not my problem.
|
| So far so good... And the department is too much dependent on me
| so avoids any confrontation anyway. But I have always wondered,
| if this is fool proof? Can somebody find any loopholes in this
| approach and make it better...
| comex wrote:
| It depends on the exact wording of your employment contract.
|
| If it only covers work you did with company property, you're
| lucky.
|
| As far as the law goes, in California (per Labor Code section
| 2870), employment agreements are allowed to assign the employer
| IP rights (including copyrights and patent rights) to
| inventions that satisfy _any_ of the following:
|
| - "[Use] the employer's equipment, supplies, facilities, or
| trade secret information"
|
| - "Result from any work performed by the employee for the
| employer"
|
| - "Relate at the time of conception or reduction to practice of
| the invention to the employer's business, or actual or
| demonstrably anticipated research or development of the
| employer"
|
| For my part, the employment contract I signed is maximalist: it
| basically paraphrases the above language and says that anything
| satisfying any of those conditions is assigned to my employer.
|
| The third condition is really the kicker. If you want to use
| your code at work, then the code probably "relates to" your
| employer's "business" or "actual or demonstrably anticipated
| research or development". If your employment contract is as
| maximalist as mine (and there's a good chance it is), then
| that's enough to make it not yours, regardless of who (if
| anyone) forked it.
|
| In my case, my employer is large enough that it's hard to
| imagine software that _doesn 't_ somehow relate to its
| business...
| GauntletWizard wrote:
| Your example is foolproof, but there's always a bigger fool?
| How do you prove that your commits weren't made on company
| time? How do you prove that they weren't made on company
| laptops? How do you prove that you didn't include trade-secrets
| in your implementation of these libraries?
|
| You can show that your commits were made at hours outside of
| office hours, you can show that the commits were made with your
| personal e-mail address, but lawyers can dispute it - Git
| commits are cryptographic proof only that _someone_ (or if you
| signed them, someone with access to that private key) attested
| to those statements, and you do both those things on the
| company computers. You can show that all of the code is
| obvious, but lawyers can dispute it. A sufficiently foolish
| lawyer can dispute literally anything.
|
| Don't work for places where you'd have a problem with this -
| Get explicit approval for you to spend company time working on
| open source libraries that are the proprietary interest of the
| company, but that you as an individual have a copyleft license
| to (Iff you don't care that you can't take them private later).
| Or work for a company that doesn't have such onerous terms in
| their employment contract.
| Uehreka wrote:
| IANAL, cannot comment on the legality, but as far as I'm
| concerned the comment about the department being too dependent
| on you is the most salient point of your entire post. There's a
| whole universe of lawsuits and actions that can be filed and
| are not filed because companies calculate that they'll extract
| a better return from a "live and let live" approach.
|
| There's probably an ocean of open source that is in a work
| product gray area, and the companies just don't care enough to
| do anything (think "I saw Alex working on a 2D physics game
| library after successfully deploying our latest healthcare
| platform feature. It will be of no use to us, and Alex is a
| good dev, let's let it slide.")
|
| A lot of copyright infringement goes un-acted on because it
| just doesn't matter to the rights holders. But if they're in a
| jurisdiction where they can enforce their work product
| agreement and then management changes, a new greedier manager
| might decide to claim Alex's 2D physics engine on the almost-
| zero chance it becomes useful to them in the future. Probably
| not the smartest move, possibly a totally legal move. (But what
| do I know, IANAL)
| leeoniya wrote:
| you really should check with an attorney. to me this doesn't
| pass the sniff test.
|
| i work for an open source (AGPL) company, that uses one of my
| open-source (MIT) projects as a core dependency. before i
| joined, i made sure that any code i write for my library
| continues to be MIT-licensed, no matter when and where i am
| writing it. additional code i write for the company also often
| starts out as a demo/PoC in my MIT repo, but is then adapted
| and extended into our AGPL codebase.
|
| this, however, is likely a different arrangement than what
| you're describing as a loophole.
| Mandatum wrote:
| ... Yeah I don't understand this at all, and I'm not going to
| try. Ever since my employer's started putting in that IP clause
| I stopped writing public/open-source code.
| suvo wrote:
| You can still do it in your mom's name, iykwim... but yeah
| such "shower clauses" are an abomination.
| ChrisMarshallNY wrote:
| That sounds like the standard employment contract; not
| necessarily the "shower clause."
|
| It makes sense that the employer (or contractee) can claim that
| all work, done on their paid time, or on their equipment, is
| theirs.
|
| i.e., if I use my employers' laptop to develop OS software, and
| they can prove it, then they have a strong (and, basically,
| legit) claim on my work. Same with time that I'm being paid
| for, and supposed to be doing work for them.
|
| That's one reason why I brought my own personal laptop, many
| years ago, instead of using my employers' computer for my
| personal stuff.
|
| I'm not sure, but it may not even be required to be in the
| employment contract. I think that basic employment laws may
| enforce that.
|
| The "shower clause," on the other hand, says that _all work and
| ideas_ that occur _during your term of employment_ , belong to
| the company; regardless of whether or not it occurred on their
| paid time, or using their equipment.
|
| i.e., if you come up with an idea for a great Web site, while
| out on a date, or while taking a shower; _whether or not it has
| anything to do with the corporation_ , the corporation can lay
| claim to it.
|
| It's pretty damn evil.
| White_Wolf wrote:
| Personally I don't use the comp laptop for my own stuff. I
| remote into my machine/network at home from my personal phone.
| DP over usb-c works wonders with a BT keyboard.
|
| As a side note: I don't publish anything. My wife on the other
| hand does. It's been like that for over 10 years now.
|
| EDIT: Forgot to mention that I ended up doing this after a
| previous employer wanted to grab a load of VBA modules. Big
| pain the back side. My luck was that my wife actually did work
| with me on them. Saved my back side big time.
| CraftingLinks wrote:
| Slavery comes in many forms
| notacoward wrote:
| I worked for a company once that had this sort of "we own
| everything" IP clause. They tried to get me to sign it after I
| had already started. I crossed out that part, initialed the
| change, and sent it back unsigned. Ended up going back and forth
| a few times, and then it got dropped behind a desk or something
| and we all forgot about it. Not surprisingly, I suppose, that
| company turned out to be a bit of a mess for other reasons. When
| I went to leave several months later, I got a note from the CFO's
| admin.
|
| "We don't seem to have a copy of your employee agreement on file.
| Could you please sign the attached copy and return it?"
|
| Haha, no. What are they going to do, fire me? I went down and
| explained the situation to her, and we had a good laugh. Never
| did sign. All of the company's own IP turned out to be worthless
| BTW, and they were lucky they didn't get sued for
| misappropriating IP from the CTO's previous employer (DEC).
| Companies doing this is a huge red flag not only because of its
| grasping nature but because it often reveals a general kind of
| awfulness among its principals and/or backers.
| dane-pgp wrote:
| I also worked for a company with an objectionable IP clause,
| and because of their general state of disorganisation I didn't
| actually receive a copy of the contract until after I had been
| working there for a few weeks.
|
| While discussing my options with friends and colleagues, I was
| given the ridiculous advice that I was already bound by the
| contract just by showing up and that signing it wouldn't make a
| difference.
|
| Fortunately I disregarded that advice and asked for the clause
| to be renegotiated, which delayed things by another week, and I
| received advice (from someone more knowledgeable) that as I'd
| then worked there for a month, there _was_ an implicit
| contract, but it bound the company, not me, meaning that I
| couldn 't be fired without cause, which put me in a stronger
| negotiating position.
|
| Anyway, they ended up accepting a rewording of the clause which
| meant that only work I produced (in or out of hours) which was
| relevant to the business could be claimed by them.
| Buttons840 wrote:
| > While discussing my options with friends and colleagues, I
| was given the ridiculous advice that I was already bound by
| the contract just by showing up and that signing it wouldn't
| make a difference.
|
| "Then what's the point of me signing it? Are you going to
| fire me because of something which makes no difference?"
| notacoward wrote:
| That sounds similar to my other favorite work/legal story,
| the crux of which is that _initial_ employment counts as
| consideration (in most jurisdictions) and thus can be the
| basis of a contract, whereas _continued_ employment does not
| and can not. This is directly related to why many companies
| technically fire employees during an acquisition and then re-
| hire them as part of the new parent.
|
| IANAL and this is not legal advice. I just had to live
| through a situation where these distinctions were highly
| relevant and important.
| PragmaticPulp wrote:
| > I worked for a company once that had this sort of "we own
| everything" IP clause.
|
| To clarify: Bumble doesn't appear to be going after
| _everything_ this developer produced while working for them.
|
| They're claiming ownership of only two specific repos, both of
| which even mention that they were "inspired by" Badoo/Bumble
| open-source projects. These two repos were developed while the
| developer was working for Badoo/Bumble and I assume are
| directly related to the type of work the developer was doing
| for hire.
|
| Obviously we don't have all the details, but from what I'm
| seeing it seems Badoo/Bumble may actually have a strong case
| for these repos being their property, even without weird IP
| assignment clauses.
|
| If either tool was used or contributed to while developing the
| Bumble app, it's basically no question that they have rights to
| it. On the other hand, if the author somehow never, ever used
| them as part of his dayjob and never, ever worked on them as
| part of his work for Bumble, the claims would be questionable.
| [deleted]
| ChrisMarshallNY wrote:
| This is the infamous "shower clause" (Like they own the ideas
| that you come up with, in the shower).
|
| I am very glad that I never had one, with the company that
| employed me, for a long time.
| cassianoleal wrote:
| Many years ago I had a job offer at Badoo in the UK. After many
| rounds of going back-and-forth with the contract, me trying to
| better understand certain clauses, them going back to the
| lawyers, etc. I told them I'd be happy to sign if they removed
| the caluses that stated pretty much anything I created on or off
| hours belonged to them.
|
| They went back to the lawyers and came back to me saying that
| this is not the first time this has been brought up, that the
| contract was standard across the org and was originally written
| for managerial types and C-suites, and that the company had never
| even considered taking over an employee's off-hours work, open
| source or otherwise.
|
| I said good, then it should not be a problem to remove the
| clause. They said they would have another discussion and would
| really like it for me to join. I said great, then once you issue
| me a contract with that clause I'll be happy to join, assuming I
| hadn't found something else.
|
| They never came back to me. For years I wondered if anything had
| actually changed. Reading this tweet I'm glad I declined.
| bitwize wrote:
| I once took a job and on my first day they gave me an
| employment contract, one clause of which stated that I would
| grant the company rights to use my name, voice, and likeness
| "for marketing purposes".
|
| I said hell to the no. I was prepared to walk out rather than
| sign that.
|
| Thankfully they drew up another contract om the spot with that
| bit removed. Not so thankfully, they dropped me before I could
| actually prove myself (about 3 weeks) so I might've pissed
| someone off.
| fiddlerwoaroof wrote:
| This is something I dislike about the rise of DocuSign
| contracts: with paper, I can cross out clauses before signing
| and then the ball is in the other party's court to decide if
| the result is acceptable. DocuSign makes this sort of
| flexibility much more difficult and is an implicit bias towards
| the employer's side of negotiations.
|
| However, in CA at least, these clauses are limited by law and,
| as long as your employer doesn't work on everything, employees
| have fairly broad protections for side projects that don't
| compete with their employer.
| fibbberMEN wrote:
| This is why you keep your off work hours.. work not related to
| your name or identity.
| switch007 wrote:
| That "it's standard wording" phrase is very ... standard.
| hdjjhhvvhga wrote:
| My experience from the other side of the fence is that this is
| pretty standard, i.e. nobody would really bother with changing
| the standard contract for one potential employee unless they
| were perceived as a crucial asset. The people who do the
| hiring, the ones who make the decisions and the ones who will
| work with you later - these are very different groups of
| people, with some (very temporary) overlap. The hiring ones,
| just like most people, prefer to avoid unnecessary problems and
| additional paperwork, and move on.
|
| Mind you, if many people have the same attitude as you, the
| hiring people may actually make the change happen forcing the
| people in charge to approve a variant of the contract without
| that clause and offer it to the ones who complain but are
| otherwise excellent candidates. But this is not a quick and
| easy process.
| caseymarquis wrote:
| I would. I'd actually view someone asking for this as a
| positive.
| vladvasiliu wrote:
| > Mind you, if many people have the same attitude as you, the
| hiring people may actually make the change happen forcing the
| people in charge to approve a variant of the contract without
| that clause and offer it to the ones who complain but are
| otherwise excellent candidates. But this is not a quick and
| easy process.
|
| I agree with the rest of your post, and I think this is the
| most important part: if enough people do it, than it's likely
| that a change will happen. If no one ever bothers to
| complain, nothing will ever change.
| wutwutwutwut wrote:
| > nobody would really bother with changing the standard
| contract for one potential employee
|
| I have gotten through changes 2 times at the places I joined.
| I have simply told them I cant accept the agreement because
| of X.
|
| Making some amendment to a employment contract is probably
| cheaper than skipping a hire the last second after several
| interviews.
| cassianoleal wrote:
| This was the first time I actually came across a clause of
| this type in an employment contract. I knew of their
| existence but had never found them in the wild.
|
| I sincerely hope enough people refuse to sign those that it
| becomes a problem for companies.
|
| When I go into an employment, I'm agreeing to rent a certain
| number of hours of my skills to the company's benefit. I'm
| not agreeing to give the company any kind of control of what
| I do or don't do outside of those hours. Mind you, I'm not
| saying I would _never_ sign such a clause, but that would be
| a lot more expensive. I would probably agree to it if I could
| work 3-5 years and retire comfortably.
| dcow wrote:
| We have the same problem with terms of service. Someone
| wants something (salary, product) and all that registers is
| "I can have it if I sign/accept". The only way to fix these
| things would be for some sort of organization (union) to
| exist that puts pressure on the industry, or legal
| simplification/ground rules protecting generally people's
| rights.
| rahimnathwani wrote:
| Not the only way. California and Washington have legal
| protections for employees. IP you create outside working
| hours, on your own hardware, and wholly unrelated to your
| job, is your own.
| tingletech wrote:
| The question becomes what is wholly unrelated. If I'm
| hired to program, some might argue that any code I write
| is not wholly unrelated to my work.
| danschuller wrote:
| I've had contracts amended on request, I don't think it's
| unusual or uncommon. Though I'm a data point of one :)
| neltnerb wrote:
| Honestly, my main complaint about this is that if you
| consider the types of people that would be willing to
| demand a contract amendment you can see that this kind of
| screws over junior employees and people who don't feel they
| have the social status to push back.
|
| I've also had many contracts amended on request/insistence,
| but I have a lot of leverage. I shouldn't need a bunch of
| leverage to get obviously abusive clauses removed, a brand
| new graduate deserves to be subjected to it no more than I
| do.
| Silhouette wrote:
| This is not a universal position. I have seen employers large
| and small change proposed contracts in reasonable ways when
| asked by individuals. Some of them see this as a positive
| because it demonstrates that they did negotiate reasonably
| and so they are not requiring a contract of adhesion.
| ma2rten wrote:
| This reminded me of this comment:
| https://news.ycombinator.com/item?id=25281438
| tomxor wrote:
| I had a similar situation with my current job, but with a happy
| ending. The contract was "standard" but others who also read it
| thoroughly had the same issue with broad, overreaching clauses
| that essentially attempt to claim complete IP ownership of
| everything the employee ever touched. The directors were very
| reasonable and understood my concerns, we eventually managed to
| remove or reword all of the offending parts.
|
| The origins of these clauses appeared to be entirely from third
| party lawyers, probably derived from some boilerplate contract.
| I presume their priority is to maximise legal "protection" for
| the company at all cost... even if it drives employees away, so
| it's not necessarily something the company explicitly asked
| for. Whether or not you are able to push back against them
| probably has more to do with the company culture and whether
| the leaders or hiring managers are sympathetic to developers
| and how the FOSS world really works.
|
| I think this is probably true for most small companies, that
| it's incidental and intended for protection... but obviously in
| this case Bumble seem to actively be exploiting these clauses
| for gain rather than protection.
| neltnerb wrote:
| I agree that they are likely following the advice of 3rd
| party lawyers, but that absolutely does not let them off the
| hook. Legal documents just aren't that hard to understand, if
| the organization doesn't bother reading them or takes a
| maximalist approach that is absolutely their choice.
|
| You shouldn't need to back and forth and have leverage to get
| a reasonable contract, the "standard contract" should be
| balanced. If they argue that it's the lawyers doing it and
| that _oh no of course they would never_ use total ownership
| is a good starting point -- regardless of whether there 's
| competition with their business or whether it's done on the
| clock -- they are going to keep using lawyers as an excuse to
| screw you over.
|
| Yeah, companies need protection from some things but
| employees do too. It shouldn't take a state law to get
| employment contracts to be appropriate instead of simply
| "arguably legal".
| Ericson2314 wrote:
| Yeah the fact that this "dice roll" arbitrary precedent
| from old boilerplate and 3rd partly lawyers is _so hard_ to
| displace indicates the weak position of labor in the labor
| market.
|
| Sure, you can be a bit conspiratorial and say that this
| works out in the employers favor, helps suppress side
| projects that might become profitable, etc. etc. but I
| prefer the simple-stupid reading that the weaker part has
| trouble pushing back on inertia and the stronger party
| alike.
| bradleyjg wrote:
| _The origins of these clauses appeared to be entirely from
| third party lawyers, probably derived from some boilerplate
| contract. I presume their priority is to maximise legal
| "protection" for the company at all cost... even if it drives
| employees away, so it's not necessarily something the company
| explicitly asked for._
|
| They may not have explicitly asked for any particular clause
| but when someone in the GC's office of a company large enough
| to have a GC reaches out to outside counsel to have one of
| these agreements drafted the general tone and parameters are
| very much discussed. If the resulting contract is very one
| sided and anti-employee it's because that's what the company
| that paid for it to be drafted wanted. Don't be fooled into
| thinking otherwise.
| sdwolfz wrote:
| Would you be willing to copy paste (redacted if needed)
| exactly what the "Intellectual Property Rights" section of
| your contract states right now? I would like to have it on
| hand to use as a "this is what others have and I want the
| same", concrete example.
| StrLght wrote:
| Not OP, but here's the exact words from the contract:
|
| >You will give the Company full written details of all
| Inventions and of all works embodying Intellectual Property
| Rights made wholly or partially by You at any time during
| the course of Your Employment (whether or not during
| working hours or using Company premises or resources) which
| relate to, or are reasonably capable of being used in, the
| business of the Company or any Group Company. You
| acknowledge that all Intellectual Property Rights
| subsisting (or which may in the future subsist) in all such
| Inventions and works will automatically, on creation, vest
| in the Company absolutely. To the extent that they do not
| vest automatically, You hold them on trust for the Company.
| You agree to execute promptly all documents and to do all
| acts as may, in the opinion of the Company, be necessary to
| give effect to this clause 20.1.
| sdwolfz wrote:
| This is great, Thank You!
|
| "which relate to, or are reasonably capable of being used
| in, the business of the Company or any Group Company"
| sounds like a good phrasing to me, especially the
| "business" part of it as I interpret it to be the company
| simply wanting you to not build a competing product while
| employed there (a fair thing to have in a contract).
|
| For reference, this is what my last contract had:
| https://news.ycombinator.com/item?id=24220800 (notably
| 13.4 (c))
|
| How I see it, "whether or not during working hours or
| using Company premises or resources" is not problematic
| here as "or otherwise" was in my block of text since this
| only refers to the employer's "business" related IP, and
| not "everything" you create (if your personal work is a
| stock trading library and your employer sells a booking
| for dog haircuts SAAS, these won't collide).
| throwawayboise wrote:
| > as I interpret it
|
| What matters is how a judge will interpret it, if it
| should become an issue.
| Silhouette wrote:
| Please be really careful about that kind of phrasing. If
| you work for a large organisation, it might be doing work
| on almost anything somewhere in the org and you might not
| even know that work exists. And yet now if your own
| project that is entirely unrelated to your own role and
| work for the employer can be linked to that other work
| you didn't even know about, your employer owns
| everything.
| sdwolfz wrote:
| Of course, I wouldn't rely _only_ on the employment
| contract. But this is a good start since this means you
| didn 't sign a document stating "all you do belongs to us
| no matter what".
|
| Personally, at the same time as signing the employment
| contract, I would create a list of projects I
| develop/contribute to outside of work with a description
| and links, and have them sign an acknowledgement these
| don't interfere with their "business" (and if they refuse
| to sign simply resign on the spot the same second),
| whether or not they use them already for business
| purposes or not, and an obligation for them to notify me
| if they ever start using one of my projects internally in
| the future.
|
| Also, for open source projects I contribute too that the
| company uses I'd have a separate paper stating my role in
| them, and both of our expectation for contributions that
| are made during/outside of hours, again signed by both
| parties.
|
| For FOSS projects that I own that the company wants to
| use, I'll have them clearly define my scope in them
| during employment, have them assign copyright ownership
| to me for any contribution they want upstreamed, and have
| every commit with their hashes reviewed and approved by a
| lead/manager.
|
| But as far as I'm concerned, there is no point in doing
| any of this if the employment contract states they own
| all my IP, since the documents would contradict one
| another. That's why cleaning up the mess in the
| employment contract is such a big deal for me.
| ptx wrote:
| > _You will give the Company full written details of all
| ... works ... made wholly or partially by You at any time
| ... whether or not during working hours ... which relate
| to, or are reasonably capable of being used in, the
| business of the Company [...] all Intellectual Property
| Rights subsisting ... in all such Inventions and works
| will ... vest in the Company absolutely._
|
| Was this intended as an example of a desirable version or
| an undesirable version of such a clause? I thought the
| poster you're replying to asked for a suggestion for
| something you might actually want to put in your
| contract, but your example seems to give the company
| exclusive rights to everything (unless it's not "capable
| of being used" by the company, but surely they could find
| some use for any piece of software if they want to).
| sdwolfz wrote:
| That's not how I see it, the important part being "which
| relate to, or are reasonably capable of being used in,
| the business".
|
| This part was missing from my old contracts.
|
| As far as I understand it, this clause does not force you
| to even disclose projects you have that are completely
| unrelated to the company's business. Key word "business"
| here, not "company".
|
| Example: your personal blog is not related to the fact
| that your employer develops and sells databases. So
| whatever code you write to develop/manage your blog won't
| be a "invention" the company needs to know about and own.
| This is in contrast to a contract that states "whether
| during our normal hours of business or otherwise, or at
| the premises or using our facilities or otherwise, for
| the whole term" like I used to have. Here the word
| business does not even refer to the company activity, but
| to the 9-6 schedule.
| yawnxyz wrote:
| if the company later on decides to get into the blogging
| space and create something like Substack, doesn't this
| mean they will retroactively lay claim to your work?
|
| Or does it only apply to the "business" at that time, not
| for future business?
| sdwolfz wrote:
| It does not apply retroactively.
| seanwilson wrote:
| > That's not how I see it, the important part being
| "which relate to, or are reasonably capable of being used
| in, the business".
|
| > Example: your personal blog is not related to the fact
| that your employer develops and sells databases.
|
| Couldn't this be interpreted very broadly though? Like if
| you write your own web server, programming language,
| optimisation tool, build tool, CMS, CRM etc. they could
| likely find a use for these within their business.
| sdwolfz wrote:
| True, reason why you don't stop at just the employment
| contract. You should also disclose existing projects to
| them and have them sign that your work outside of
| hours/facilities does not upset them.
| sdwolfz wrote:
| But I do understand ptx's confusion in this thread.
|
| After reading through all the tweets and replies,
| especially this one
| https://twitter.com/_strlght/status/1467460142279143428
| where @arkivanov replies they have the same clause in
| their contract, this one being 19.4, my belief is that
| there are other clauses besides this one (19.4.1.. or
| 19.5 onwards) that place even more restrictions.
|
| I think we need to see the entire section 19 to be able
| to judge.
| tomxor wrote:
| > but obviously in this case Bumble seem to actively be
| exploiting these clauses for gain rather than protection.
|
| replying to myself because this is incorrect, as others have
| pointed out it seems to be in the grey area of previously
| open sourced work that derived from the company's IP... Which
| is not uncommon, i'm sure plenty of people here have open
| sourced small projects from their work with their employers
| permission... and there's the question, did this person have
| permission, if they did then Bumble is trying to
| "unopensource" a previous decision, if they didn't approve it
| then I guess the employee has broken their contract.
| miohtama wrote:
| Lawyers are negotiators and their job is to maximize the
| company profit and security. If one signs such an overraching
| contract it is their stupidity. It is not fair, but in a
| negotiation you are not supposed to be fair.
| mistrial9 wrote:
| > in a negotiation you are not supposed to be fair.
|
| Civilization and its ways.. they come and go, I hear
|
| I once did a consulting gig for a C-suite of a very, very
| large company, personally. Uncharacteristically I was a
| tiny bit awed by this guy. I asked him about dealing with
| his company's attorneys .. it was nothing specific, but I
| got the sense that the executive in front of me, could in
| fact change the results, even with those kind of lawyers
| and that business environment.
|
| I was told once long ago that it is a leadership job to set
| the culture of the company, the way contracts are written
| and enforced is part of that. There is a very wide margin
| of behavior overall in the business world. Let's not rush
| to the worst of it here.
| le-mark wrote:
| > their job is to maximize the company profit and security
|
| This is a naive view imo. Legal counsel advises leadership
| and protects them when they eff up or otherwise go to far.
| Legal doesn't run the business. I actually heard a
| particularly coarse, unsympathetic CEO say this in a
| townhall once. It is true though.
| [deleted]
| em-bee wrote:
| in my first fulltime job in the US, i managed to not only
| have the offending clauses removed but also a clause added
| that guaranteed that all code i'd write for the company would
| be released under the GPL (as i was going to work on
| something FOSS related anyways)
|
| with that clause ownership mattered less because i knew that
| i would be able to reuse any of my code under the GPL which
| was good enough for me.
| brundolf wrote:
| To add an anecdote: on my last job search I got offers from two
| different but very similar companies (both around ~200 people).
|
| I got one first, read through the contract, saw the standard
| clause about owning your whole life. I told them it was a deal-
| breaker if we couldn't get it changed. I got the standard
| response "oh we never act on that, lots of people here have
| side-projects", etc. I told them if that was the policy, it
| needed to be in writing. They escalated internally, talked with
| legal, etc, but the decision-makers ultimately wouldn't budge.
| I walked away, and told them in very plain terms that their
| legal department was responsible for how things turned out.
|
| Shortly afterward I started the process with the second
| company. Got to the end, saw the clause, told them it was a
| deal-breaker. Discussed it on multiple calls with different
| people, eventually the CTO himself who was still reluctant to
| change it but was sympathetic. Eventually they were able to
| come back with a contract where that entire section was cut
| out. I took the offer and it's been a great job so far.
|
| I guess what I'm saying is: hold out. Make a stink about these
| draconian contracts, and you'll eventually get through and find
| someone willing to be reasonable. Who knows, if enough people
| draw a line in the sand maybe it'll become a big enough
| roadblock that they'll stop putting it in the "standard"
| contracts.
| teeray wrote:
| It makes me wonder if there's a way to put together a standard
| rider that overrides those clauses. Then it just becomes an
| exchange of paper to sign.
| cellularmitosis wrote:
| Yes, this is part of California law. I forget the url, but if
| you google for it, it is less than one page. You can just
| print it out and bring it with you and say "FAANG does this,
| and I expect it as well"
| yawnxyz wrote:
| Could you (or anyone) please post it? I'm not even sure
| what phrase to Google for
| statquontrarian wrote:
| https://leginfo.legislature.ca.gov/faces/codes_displaySec
| tio...
| kevin_thibedeau wrote:
| It's still vague. What about something created prior to
| one's employment that is directly applicable to the
| business. Do they automatically have claim over it? Can
| you not make any changes while with that employer?
| kam wrote:
| California Labor Code section 2870
| walshemj wrote:
| you wont get on hours removed - think about it
| [deleted]
| dbg31415 wrote:
| I do all of my side work under an alias, just to keep this from
| happening.
|
| Making it one-step harder for lawyers is generally all it takes.
|
| Don't draw lines from your GitHub account that you use at work to
| the GitHub account that holds your side projects.
|
| Every time I start with a new company, I spin up a new GitHub
| account just for that company.
|
| Sorry this happened to you.
| Buttons840 wrote:
| Despite what my contract says, if my employer asks for my
| personal projects, I'm quitting the same minute and we can work
| out the remaining details over email. I guess if they push and
| threaten enough I will eventually hand over the code.
|
| But in such a scenario, I'm not a loser. If I'm capable of
| writing software that my former company cares _that much_
| about, I 'm winning. I'll hand over my Haskell code, laugh at
| the thought of them trying to understand it, purge all copies I
| posses, and immediately begin rewriting it in another language
| and under another anonymous profile.
| joeyh wrote:
| Nothing in the APL requires he transfer the git repos to them. If
| they own the license, he needs to update the license and
| copyright statements to match reality, maybe send them a courtesy
| copy in a tarball or whatever. That's all.
|
| Copyight cannot demand this ridiculous thing.
| tyingq wrote:
| I would guess their position would be that they owned the
| code/copyright from the very outset, and didn't approve
| applying the APL to it. The license they want to use might be
| one that forbids posting the source code.
| amanaplanablog wrote:
| I've always had a ploy I used to avoid this to a degree. When
| joining a company you have to fill out "prior inventions". I
| generally list a number of names and general vague descriptions.
| The catch is, none of them exist they are simply invented in my
| head.
|
| When building a side project I use one of the names from my prior
| inventions list.
| Debugreality wrote:
| Generally these kinds of clauses should be viewed as red flags. I
| had one contract that was something like "We reserve the right to
| buy all IP from anything you work on while employed here for $1".
|
| I got it removed before joining but looking back it was one of
| the most toxic placed I'd ever worked and this was just one of a
| number of red flags.
| rad_gruchalski wrote:
| This one I'd happily sign. They reserve the right to buy, in
| worst case one gets compensated.
| hackbinary wrote:
| I would counter that this software was created and maintained on
| your own time, in which case that at the very least you are
| entitled for consideration for your work and efforts.
|
| Employment tribunals and courts take a dim view of wage theft,
| and that is exactly what this is if your employer is trying to
| enforce that clause.
|
| Get advice from an employment lawyer.
| greatgib wrote:
| Here the question is even a little bit more interesting than just
| the "open source" code you created I think:
|
| There is lot of discussion about the ownership of the code, but
| what about the other things related to the project? Like stars
| and issues.
|
| In no way stars and issues belongs to the company, they belongs
| to each user that submitted them.
|
| They submitted them to the project that was on a specific
| username. So, I'm not sure that the company could legally ask to
| take over that by force without the user agreeing.
|
| Imagine if a company ask that "you transfer your likes to us"...
| lmeyerov wrote:
| the account is fair game as company property as it is being
| used that way, so I'd always want a paper trail in either
| direction
|
| ex: the White House account on Twitter is not the property of
| some social media manager but US Gov
|
| we do a lot of OSS and are careful each time about upstream vs
| fork vs from scratch.. i think key parts of the Bumble story
| aren't being said because I'm struggling to imagine a modern
| eng culture where this would happen , and the author's repo
| seems savvy.
| megous wrote:
| Github repo is not the original repository either. It's usually
| just a mirror of the developer's repository, which is the
| original one.
| ainar-g wrote:
| An interesting related question I've always had is what even
| counts as a contribution. For example, consider the three
| situations:
|
| (a) I open an issue about a feature not working. E.g.: "When I
| press the button, the app crashes".
|
| (b) Same as (a), but I also point out the place in the code
| where the error is _without providing any code to fix it._ E.g.
| "When I press the button, the app crashes, and I think that it
| has to do with a null pointer dereference in function
| pkg.foo()".
|
| (c) Same as (b), but I also provide a simple diff to fix it,
| _but not a formally submitted merge /pull request._
|
| The (c) sounds close enough to a contribution but not quite.
| And I'm not sure about (a) and (b).
| em-bee wrote:
| what is to be owned in case of (a) and (b)?
|
| at the most extreme (a) means that you are opening an issue
| in the name of the company. the question then is: were you
| allowed to do that? (many contracts forbid you to speak in
| the name if the company unless explicitly instructed)
|
| and (b) would mean that you contributed a company resource to
| the project (namely you contributed yourself, your knowledge,
| etc), but it is the company who gets to say where you are
| allowed/supposed to contribute to
|
| those would be the extreme interpretations, and in both
| cases, once it's done, it can't be taken back.
|
| only code that you write can be taken back, so if you report
| a bug to me, i may not be able to use your solution to fix
| it, but your company can't stop me from knowing about the bug
| and then fixing it myself.
|
| so (a) and (b) may be a contract violation and they may fire
| you for it, but that's all they can do. only (c) contains
| actual code that they can revoke if you didn't have the right
| to contribute it.
| butlerm wrote:
| Copyright is not likely to subsist in a one or two line bug
| fix. There isn't enough creativity involved.
| em-bee wrote:
| yes, true, but you can expand the code in (c) until it is
| big enough to matter. that's just a quantitative issue.
| (a) and (b) are qualitatively different. the report could
| be contain a few hundred lines of text and it still would
| be the same case.
| dmurray wrote:
| I think there's a clear distinction in most jurisdictions
| between (c) and the other two.
|
| Let's suppose this bug report really was written on company
| time, with company equipment, related to the company's
| business, so we don't have to argue about how far-reaching
| your employer's rights _should_ be here.
|
| In (a) and (b), you've provided services to the code
| maintainers. Perhaps your employment contract forbids you
| from doing that, just as it might prohibit you doing project
| management or fixing their plumbing. But the recipient of
| those services hasn't done anything wrong.
|
| In (c) you've additionally created _intellectual property_ ,
| to which you have some rights, including copyright. The code
| maintainers can't use that code in their product unless you
| assign them certain of those rights (or unless they can avail
| of other exemptions like fair use). But those rights might
| not be yours to assign - they might be your employer's. In
| addition to you potentially breaking your agreement with your
| employer, anyone republishing this code may be infringing
| your employer's IP rights (maybe under good faith, maybe you
| indemnified them... But still your employer has a legitimate
| complaint).
| bjornsing wrote:
| If Bumble really wants to cause grief I guess they could file a
| DMCA takedown request with GitHub once they have secured
| ownership of the copyright, the argument being they never
| licensed or released the code themselves.
| justshowpost wrote:
| > transfer your likes to us
|
| Yikes! Not likes!
|
| Mob just became too brazen. Allowing employees to work on their
| own stuff while [ab]using company's dough was a company's good
| will and great trust. That employee should go back to normal
| and work for company during paid hours.
| DoingIsLearning wrote:
| I am almost certain that IP law overrides and voids any abusive
| contract in the UK.
|
| Bumble would have to prove in court that the employee did the
| open source work on either company time or using company
| resources for this to hold.
| Silhouette wrote:
| Why do you believe that? There is specific wording that is
| customary to use in an employment contract in at least England
| and Wales (along the lines of "work done in the course of your
| employment") if that sort of agreement is intended. It would
| typically cover work done on employer time, using the
| employer's resources, or in a field related to working for the
| employer, and you have to be careful about how broadly the
| latter can be interpreted in the context of the rest of the
| contract.
|
| It is also sadly not unusual for employers to seek IP rights to
| _all_ creative work done by a salaried employee during their
| term of employment as an explicit provision of the employment
| contract. Most of us here might consider that abusive but it
| might remove ambiguity and put the employer on safer ground
| legally in the event of a later dispute, and lawyers gonna
| lawyer.
|
| I have argued before that an employee should reject that kind
| of excessively broad term and if working in a creative industry
| like software development they should seriously consider
| whether they really want to work for that employer if the
| employer is unwilling to change to the more customary
| contractual agreement when it is challenged. But a lot of
| people just sign contracts without reading them and
| unfortunately OP may be in trouble here if that is what they
| did.
|
| If the employment contract contains no IP clauses that make the
| agreement explicit then maybe the course of employment rule
| would be the default but this would be very unlikely for anyone
| working in a creative industry and OP's description suggests
| there is specific wording being cited in this case.
|
| I am not a lawyer. The understanding above does come from
| discussing this issue with real lawyers in England more than
| once, but not since a few years ago. As always, get your legal
| advice from a real lawyer if it matters and not from some
| random HN comment.
| pydry wrote:
| >Most of us here might consider that abusive but it might
| remove ambiguity and put the employer on safer ground legally
| in the event of a later dispute, and lawyers gonna lawyer.
|
| There's no "but" here. It's abusive. It's reflective of the
| poor negotiating position employees often have with their
| employers. This is why the clause usually goes away once
| you're in demand.
|
| Lawyers make a convenient scapegoat to hide behind for all
| sorts of bullshit (second only to "it's standard, it's
| standard!") but they are a service and they do as they are
| instructed. It's naive to think otherwise.
| boudin wrote:
| This sounds lile really greay areas though. Can an employer
| claim the work of something done outside of work (as in paid)
| hours? If the employer didn't retribute this time in the
| first place, can it be considered as being in the "course of
| the employment"?
|
| This seems that if this kind of super generic statement will
| always go in the way of the employer, it would be a giant
| loophole to go any regulation on working hours.
|
| In this specific case though we don't really know the details
| and maybe some of the work was done during working hours.
| Silhouette wrote:
| There might also be a clause in a salaried employee's
| contract that specifically requires them to notify the
| employer of any other work they are doing and get
| permission, precisely because otherwise the employer could
| end up in trouble under working time rules through no fault
| of their own.
|
| As I understand it, this area can get very tricky because
| you have several general positions in law here that might
| be in conflict. For example, normally restraint of trade is
| not allowed, but there is also an implicit condition in any
| employment contract that the employee will properly serve
| their employer and that might include not doing other
| things that would interfere with their responsibilities as
| an employee. Then there is the whole question of whether
| work can be done off the clock for a salaried employee
| given there are limits on working hours and minimum wage
| requirements (though the latter probably won't be a
| relevant factor for anyone writing software). There have
| been related questions about people who are on call and
| they can get messy so it is not hard to imagine a case
| about IP rights getting messy with similar arguments being
| made by both sides.
|
| Again, what OP needs here is a real employment lawyer.
| Without seeing the contract and other relevant information
| the most we can do is discuss the general issues, and even
| then and when this information all came from real lawyers,
| I am still cautious because my knowledge might be out of
| date or there might be other relevant factors we didn't
| discuss.
| boudin wrote:
| It's definitely something really complex. My contract
| does have a clause requiring me to notify them about side
| activities.
|
| It's a small company and, from what I gathered when I
| discussed the contract with the founder back then, a
| lawyer advised him to add this clause to protect the
| company indeed.
|
| My advise to any company that is thinking to do the same
| thing that this one did to this developer, if you're
| interested by the open source projects of one of your
| employee, sponsor it, give time to your employee to
| contribute in his/her working hours for example. You'll
| have a much better outcome.
| gorgoiler wrote:
| UK law is pretty clear: if you are a contractor then you own
| everything you create, but if you are a salaried employee (
| _"work for hire"_ ) then your employer owns everything you
| create _that's related to the business._
|
| If you write Perl for a bank they don't own the songs you
| compose in the shower (they afe outside the _"scope of
| employment"_.)
|
| They probably own your money manager side project though.
| "Probably" here means, as always, "has a good chance of winning
| at tribunal" rather than any defensible logical meaning.
| Silhouette wrote:
| The default position might be something like that but anyone
| writing software professionally surely has explicit
| provisions in their employment contract that would take
| precedence (as long as they hold up to any legal challenge of
| course).
| ajb wrote:
| Contacts don't override every law. Ever heard of
| inalienable rights? Those are ones that you can't contact
| away.
| Silhouette wrote:
| Which "inalienable right" applies here?
| ajb wrote:
| In fact in the UK I think you are right, my apologies.
| It's California where the Labour code protects inventions
| made in the employees own time:
|
| https://leginfo.legislature.ca.gov/faces/codes_displaySec
| tio....
| masklinn wrote:
| > as long as they hold up to any legal challenge of course
|
| Which they don't because it makes no sense.
|
| Transpose to a car mechanic fixing up junkers in their
| spare time, does the fixed junker belong to the company? Of
| course not.
| Silhouette wrote:
| I am just relaying information that I've paid money for
| multiple lawyers to explain to me in the past. If you
| think they are wrong, an explanation or counterexamples
| would be helpful.
| Xylakant wrote:
| This is not a good analogy. A substantial chunk of the
| value of software is often the idea, not only the time
| worked on something. Ideas and inventions don't happen on
| a schedule. Think of a chemist that is tasked with
| finding a way to synthesize a compound. He tries all day
| at work, and in the evening, on the couch, he's struck by
| a bolt of enlightenment. Who does that idea belong to?
| German law would be pretty clear - to the company. And
| often, software is similar.
| stefan_ wrote:
| That's a bizarre comment because the least protected
| thing here is the idea. This guy is free to get a new job
| and write a new library from scratch, or just tell his
| new company to do X + Y.
|
| Also, of course, German law does not allow the US-style
| overarching IP clauses at all.
| Xylakant wrote:
| > This guy is free to get a new job and write a new
| library from scratch, or just tell his new company to do
| X + Y.
|
| But that's not what's the issue at stake here. If I
| understand the tweet correctly, the code in question was
| written during the time of employment, though in their
| spare time. Depending on the exact situation, this could
| be problematic - for example if internal knowledge of the
| employer was used or if a profit motive enters the
| picture (sponsorship for the open source library, as in
| this case) Both would no longer be an issue if the code
| was written after employment ends, unless there's an
| explicit noncompete in place.
| masklinn wrote:
| > And often, software is similar.
|
| That only holds if the side-project is exactly what the
| company does, and even then it's debatable: if a person
| is interested in problem X and has personal projects
| around X, and the company hires them because if that, do
| they really expect that person to stop being interested
| in X on a personal level?
| Xylakant wrote:
| It's often sufficient if the general field of work
| matches, though to a varying degree.
|
| > if a person is interested in problem X and has personal
| projects around X, and the company hires them because if
| that, do they really expect that person to stop being
| interested in X on a personal level?
|
| This is exactly where you start entering a problematic
| grey area. The employer hired and pays the employee
| exactly to gain access and make use of that knowledge and
| interest and pays a wage exactly for that. And at the
| same time, the employee wants to continue working on
| their open source project, giving away exactly that
| knowledge for free, which potentially diminishes the
| value that the employer pays for. There's a fundamental
| tension here which is difficult to resolve. Open
| communication helps, explicitly spelling out the
| boundaries as well. It's impossible to tell from the
| tweet which side failed here to what degree, but getting
| a sign-off from management in edge cases is definitely a
| good idea.
| [deleted]
| lkramer wrote:
| In an earlier role (tech support) they had a clause like that,
| and I pointed it out and said I wasn't happy with that. They
| asked me to still start the following Monday and promised to get
| back to me about the contract ASAP. They never did, so I ended up
| working for them for 2 1/2 years without signing a contract... I
| guess different companies have different priorities...
| eximius wrote:
| My latest job has a _somewhat_ reasonable set of clauses, but I
| still wanted some of the verbiage changed. I wasn 't able to get
| that ("we use standardized contracts across the org"), but they
| were willing to give me a secondary document explaining the
| interpretation of the clauses I found troublesome which, to me,
| is really the same thing.
|
| So sometimes changing the wording isn't the only way to get your
| goal. Amendments/clarifications in writing can work.
| whats-the-hype wrote:
| The internet is quick to grab the pitchfork but it looks like
| there's a different story here.
|
| If you compare arkann1985's MVIKotlin vs badoo/MVICore it's an
| understatement to say it was "inspired by". It looks like an
| almost identical clone.
|
| And as others have pointed out, it's not like Bumble is going
| after all of this guy's projects, just the ones where he was
| "inspired by" company work.
|
| It would be difficult to argue that the projects in question
| would exist without benefiting from his employment at Bumble
| where the originals were developed.
| asddubs wrote:
| so? it's apache licensed, so that doesn't really change
| anything
| quiffledwerg wrote:
| Bumble gave him a cake for five years service recently, so the
| company can't be that bad really.
|
| https://twitter.com/arkann1985/status/1446071099989663745?s=...
|
| Surely we can overlook the whole "give us your damn open source
| personal projects copyright grab or you'll be chewing on big
| legal problems buddy" thing given the companies generosity with
| cake?
|
| The cake shows that Bumble really are good people.
|
| Reminds me of those famous words "speak softly and carry a big
| cake".
| Kalium wrote:
| The thing about companies past a fairly small size is that you
| cannot reason about them as a group with characteristics much
| beyond sharing an employer. Are they good people? Yes. Are they
| bad people? Yes. Are they vindictive, legalistic people? Yes.
|
| With this in mind, I would say that the cake shows that some
| part of the org is good people. We might consider being careful
| about how quickly and how aggressively we generalize this. I
| know where I've been in companies where parts of engineering
| were good people while other parts of the company had wonderful
| and bountiful opportunities to become good people.
| snthd wrote:
| They're just fans of portal.
| dane-pgp wrote:
| "This was a triumph..."
| turbinerneiter wrote:
| Bumble has a wave of abuse incoming. Everyone checking their
| Twitter account will see a stream of wokeness and be triggered by
| the discrepancy to their petty evil behaviour.
|
| This kind of ignorance is and should be pretty damaging to their
| brand, although I already sympathize with their poor social media
| workers who will have to deal with the onslaught.
| geewee wrote:
| What does "a stream of wokeness" mean?
| mellosouls wrote:
| Presumably it means they are obnoxiously pious.
| onemiketwelve wrote:
| It means they're about to get a butt load of criticism and
| I'm an asshole
| turbinerneiter wrote:
| Are you calling me an asshole? For what?
| turbinerneiter wrote:
| It means that every one of their tweets is about a woke
| topic.
|
| Don't shoot the messenger. It's not my fault that the term
| was transformed into a toxic ridicule by the right.
|
| When in first learned the term it was in connection with
| conscious rap and meant people who think and consider
| important social issues.
|
| Now it's apperantly right wing hate speech.
| arpa wrote:
| and this is why i commit to my outside-work projects using
| another identity and during off work hours.
| rootusrootus wrote:
| On a related note, always be careful to look at the documents
| that come with things like stock grants that you may receive in
| addition to salary. There is frequently this same kind of legal
| language there which may not have been in the original employment
| contract you signed.
|
| My current company operates this way. The employment contract was
| pretty generic and didn't really have much IP-related language in
| it. But the first stock grant had a document that was quite a lot
| more specific. Fortunately nothing as onerous as described in
| this Twitter post, but still, it was good that I read all the
| documents before accepting the grant.
| neilv wrote:
| I posted an Ask HN on employee agreements ~10 months ago (for my
| previous startup, which was seed-ish stage), but the post got
| zero traction:
|
| * "Ask HN: What should early startup Employee Agreements require,
| and not?" https://news.ycombinator.com/item?id=26016445
|
| If some founder wants to figure out how to do employee agreements
| better, they could be more equitable, and be more appealing than
| the scary FAANG document a hiring candidate is comparing it to.
| ytho1032 wrote:
| Knowing a bit more about the background of this story, the dev
| conveniently left out a few details here and there which wouldn't
| support his story or his character. He's really not the martyr
| here.
| mellosouls wrote:
| I don't know the history of the development, and I'm
| instinctively against overreach by employers but considering both
| repos are clearly influenced by repos on similar platforms (eg
| Badoo), it doesn't seem unreasonable for Bumble to at least take
| an interest in their provenance and - if they have been developed
| on company time and equipment - their ownership.
| qwertyboi wrote:
| Practically speaking, Badoo/Bumble doesn't go after EVERY OSS
| project written by an employee. MVIKotlin is conceptually the
| same as badoo/MVICore, and even Decompose is conceptually the
| same as badoo/ribs.
|
| If these projects are "eerily similar" and both were written on
| company time, the official variants (MVICore, RIBs) having been
| written by dedicated teams while the other two (MVIKotlin,
| Decompose) written in rogue, then what do you do?
|
| P.S.: Badoo and Bumble have the same owner, so "influenced by
| Badoo" is the same as "influenced by Bumble".
| StrLght wrote:
| JFYI: Bumble and Badoo are the same company.
| mellosouls wrote:
| Thanks, I didn't know that, but I think it reinforces the
| point.
| buro9 wrote:
| Under UK law your employer arguably has a claim to your IP if any
| of the following are true:
|
| 1) They asked you to work on this as part of your employment
|
| 2) You worked on this during your employed hours
|
| 3) You worked on this on employer provided equipment
|
| If you can prove that this is an undertaking of your own
| (especially if it pre-dates employment) and you avoid doing any
| work (not even replying to Git issues) during work hours, and
| only ever on your own hardware... then your employer has no
| grounds for claim at all.
| Rebelgecko wrote:
| Even if your open source work is based on your employer's IP?
| pawelwentpawel wrote:
| Did any of you ever request an example contract that would be
| signed before starting to go through a marathon of interviews or
| even negotiating an offer?
|
| Finding a non-negotiable blanket clause like this in a contract
| would most probably stop me from taking the interviews or at
| least establish completely different salary expectations. I would
| understand if the work would be done on company's equipment or
| during some allocated time but a blanket one like this? If you're
| not paying me for 168 hours per week and there is no clear
| conflict of interest, bug off from my side projects I do in my
| own time.
| wackro wrote:
| Unfortunately I can see requesting a blank contract early on in
| the hiring process being a huge turn off. Maybe even at any
| point.
| ToddWBurgess wrote:
| I know from talking to an IP lawyer, IP law has less to do with
| who is right and more about who has the deep pockets to afford an
| IP dispute.
| kgeist wrote:
| Here in Russia Rambler tried to do the same with nginx, and they
| failed to achieve their goals. I don't know, it creates nothing
| but bad publicity without giving anything in return considering
| they won't maintain it anyway if the core devs leave (and nothing
| stops them from forking and creating their commercial solution
| right now). The image of Rambler before: "Igor Sysoev created
| nginx while working at Rambler" (positive association). The image
| now: "Igor Sysoev created nginx in his spare time and he just
| happened to work for Rambler at the time and Rambler tried to
| take away his project by SWATing their office". It's like some
| pointless greed ("it's mine!!") above all pragmatism.
| ainar-g wrote:
| It seems like at a certain level, when a company achieves an
| unfortunate combination of buttloads of money and incompetent
| leadership, that company starts to think that it is above puny
| human concepts like reputation. Compare it with the behaviour
| of _A Certain Database Company, Whose Name Is Similar To "Oral
| Care"._
| znpy wrote:
| I know a company whose name is similar to that, and many
| people say claim that company has no customers, only
| hostages.
| some-more-info wrote:
| But in this case, while the image is "Arkadii Ivanov created
| MVIKotlin/Decompose while working at Badoo/Bumble"...
|
| The full story is that Badoo/Bumble had already been working on
| badoo/MVICore and badoo/RIBs, with other employees working on
| those products full-time.
| noduerme wrote:
| I don't know how copyright laws work in Russia, but it's a bit
| of a gray area in America when you write code for someone
| unless it's explicitly spelled out in the contract. The end
| product (compiled binary or whatever they're paying for to
| "just work") belongs to them, but the source code does not
| belong to them unless it's explicitly stated in a work-for-hire
| contract that all of your intellectual property goes to them
| while you're hired. I always make it clear in my contracts that
| I am not re-selling rights to anything I build that's derived
| from FOSS or, even my own code if it's part of my own open
| source projects; the client cannot own something that is not
| for sale, just by hiring me on an hourly basis. I make sure to
| communicate that with them verbally as well beforehand, in case
| they mistakenly have the idea that they are buying the rights
| to something that I can't legally sell them. Usually I present
| them a list of modules and files that will be used in their
| project which (a) are FOSS, (b) belong to me, and (c) which I
| will write for them that they can reuse/rewrite/resell the
| source code for.
| kungito wrote:
| Isn't it so that if the employee published the code under lets
| say gpl license but the company acquired the rights, the
| company can reserve the rights and the code cannot be forked
| jen20 wrote:
| That largely depends whether others contributed, and whether
| they assigned copyright.
| questioning-oss wrote:
| The story gets more interesting if you consider that Bumble is
| also developing two libraries under their official name,
| badoo/MVICore and badoo/RIBs, which are conceptually the same
| as MVIKotlin and Decompose respectively.
|
| What do you do, if a framework/library is effectively a rewrite
| of something developed by another team at the same company, but
| also released _officially_ under the brand of same company?
| andi999 wrote:
| If the company owns it, the the (gpl or whatever) licensing was
| not legal, so the core devs cannot 'fork it', since that would
| be illegal. They can rewrite the project from scratch though.
| Thiez wrote:
| The company would have to remove all contributions of
| external developers though. If the project was not licensed
| under the GPL, but external contributors did contribute to
| the project under the GPL, then it seems to me that either
| the company has to release the project under the GPL, or
| remove all the third-party contributions _and any code that
| might be derived from those contributions_ (since it would be
| a derived work). Realistically they would have to revert the
| project to where it was before the first external contributor
| contributed and rewrite all subsequent development from
| scratch.
| StefanoC wrote:
| Seems to me that the most important questions have barely been
| asked (I saw just one scrolling through that Twitter feed,
| unanswered): 1) Was any work done during time paid by the
| company? 2) Also, but I'd be flexible with this one, was work
| equipment used? 3) Was the developer able to produce this work
| thanks to what he learned from proprietary systems, at work?
|
| It's easy to grab the pitchfork, I hate that contract clause as
| all of you do, but without clear information on the above this
| case could go either way.
| kisamoto wrote:
| I think the IT industry is filled with broad, vague clauses like
| this that aim to lay claim to all IP an employee creates (which
| can include art, music etc. as well).
|
| Some employers make the excuse that it's only during office
| hours; others claim that this clause would "never actually be
| used".
|
| In my experience it is rarely removed. I've turned down jobs
| because of it and others that I have accepted I have been
| extremely worried something like this would happen. I feel for
| the employee in question and hope they are able to retain control
| of their open-source code. Maybe this bad publicity encourages
| others to push back in the future because I generally find this
| behaviour quite unacceptable.
| josephcsible wrote:
| > Some employers make the excuse that it's only during office
| hours; others claim that this clause would "never actually be
| used".
|
| If these things were true, then the employer would be perfectly
| fine with modifying the employment contract accordingly.
| buzzwords wrote:
| Does anyone know what is the rational for Bumble to do this?
| dvhh wrote:
| It will be something that we might never know
|
| Maybe juste to spite a leaving employee.
| buzzwords wrote:
| That's the worst part of it. The move has very little benefit
| for them.
| danschuller wrote:
| It's massively negative.
|
| Like the US, software developers are in massive demand in
| the UK. If you see this story, are you going to bother
| going through the interview process here, or apply to any
| of the hundreds of other companies that haven't publicly
| demonstrated terrible leadership.
| some-more-info wrote:
| The rationale is that what other people here are saying - that
| Bumble (Badoo) should have paid them on company time to
| contribute to open-source - was already happening.
|
| Bumble owns under the Badoo repository two projects, called
| badoo/MVI-Core and badoo/RIBs. These libraries are developed on
| company time by employees, as open-source.
|
| If you check MVIKotlin and Decompose, you'll see that they're
| conceptually equivalent. You could therefore argue it is, in
| fact, using company resources.
|
| But badoo/MVI-Core and badoo/RIBs are the two official
| frameworks written and released by Badoo. Then, what is
| MVIKotlin and Decompose, and does Badoo own the rights to it -
| if it was developed on company time, based on pre-existing
| source code owned by the company?
| bluesign wrote:
| yeah both MVIKotlin and Decompose says they are inspired by
| badoo/MVI-Core and badoo/RIBs.
| PragmaticPulp wrote:
| As an employee, I've managed to evade these clauses by
| negotiating them as early as possible in the interview process.
| With smaller companies, it hasn't really been as difficult as I
| expected.
|
| However, my local laws provide some additional protection against
| this type of thing. I didn't even realize it until I consulted
| with a lawyer who pointed out that my state's laws don't allow
| companies to claim IP generated in off hours. Of course, consult
| with a lawyer to confirm which jurisdiction actually applies to
| your employment.
|
| As a manager on the other side of the table, I've had some
| strange experiences: On more than one occasion, employees have
| tried to open-source things they wrote for us without asking.
| Juniors especially may not fully understand the bounds of IP
| ownership, to the point that they think code they wrote is
| theirs, even if written for their job as paid works for hire. I'm
| not suggesting that's what's happening here, but after seeing
| developers walk straight into situations where they're releasing
| company code without permission I reserve judgment when I see
| situations like this. If these libraries were developed on
| company time for company work products then the developer may not
| have a particularly strong claim for his ownership.
|
| On the other hand, if these are entirely unreleased to his work
| then of course this is a ridiculous request.
|
| EDIT: A quick look at the source code suggests this situation
| might not be as clear-cut in favor of the developer as the
| comments here suggest. Both of the repos in question appear to be
| derivative works of projects that Badoo (aka Bumble, the
| developer's employer) owns. The MVIKotlin library opens with this
| statement:
|
| > This project is inspired by Badoo MVICore library.
|
| And the Decompose repo has this statement in the opening:
|
| > This project is inspired by Badoos RIBs fork of the Uber RIBs
| framework.
|
| And unless I'm missing something, the developer worked for Badoo
| (Bumble) during the entire period. It would be extremely
| difficult to argue that a derivative work of your employer's IP,
| written during your time of employment and possibly during work
| time, is fully independent of the company. If the developer used
| these projects in any way for their work at Bumble (e.g. actually
| using these tools or libraries as part of the app) or he used
| company equipment/time/resources while building them, then it
| would be virtually impossible to argue that these works were
| _not_ partially work-for-hire as part of his employment.
| 1MachineElf wrote:
| Can you share what state law provides this protection?
| btrettel wrote:
| When I was in grad school back in 2015, I took an
| intellectual property law class, and as I recall there are
| some significant differences between US states in IP law with
| respect to the employee's rights.
|
| I haven't seen a good summary of all US states on this, but
| here are a few links from my notes on the differences between
| various states:
|
| https://slashdot.org/comments.pl?sid=2667463&cid=39013501
|
| https://web.archive.org/web/20100613122930/http://www.ieeeus.
| ..
| pabs3 wrote:
| I note that Software Freedom Conservancy advocates renegotiating
| your contract to retain ownership of code you write for open
| source projects you work on:
|
| https://sfconservancy.org/contractpatch/
| btrettel wrote:
| Amusing previous HN comment on this sort of problem (not from
| me):
|
| > I've always thought that if a company claims rights over what
| you do outside worktime, they should do it not only for your
| genial ideas, but for the bad ones too. So, if you incur in a
| stupid debt it must belong to the company. Your newborn baby? The
| company mus pay alimony. It's all or nothing!
|
| https://news.ycombinator.com/item?id=1113065
|
| Edit: I found a Slashdot comment that makes the same point:
|
| > When the company has a blanket policy that takes the employee's
| inventions, it can come to bite them in the ass.
|
| > When I was illegally fired by Microsystems, Inc. ("MSI") they
| took possession of work I did on my own time using my own tools.
| However, on the workers comp. claim their denial was based on the
| claim the tendinitis was caused in part by my work at home.
| Either MSI fraudulently denied the workers comp. claim, or
| committed fraud by asserting and taking possession of the work I
| did on my own time.
|
| > By having a blanket policy of owning everything you do, the
| employer could be on the hook for everything you do.
|
| http://ask.slashdot.org/comments.pl?sid=2667463&cid=39013649
| filoeleven wrote:
| I read an apocryphal story about a guy whose manager saw him
| leaving and coming back during the workday, and asked later why
| he didn't clock out and back in.
|
| "I was getting a haircut," the man said.
|
| "That's not part of your job duties here, you cannot do that on
| the company's time," replied the manager.
|
| "Why not?" said the man. "I grew most of it on the company's
| time."
| PragmaticPulp wrote:
| > I've always thought that if a company claims rights over what
| you do outside worktime
|
| A lot of people are assuming this was done separate from his
| job, but that doesn't appear to be the case.
|
| Badoo/Bumble isn't trying to claim ownership of other projects
| he did, just the ones that were closely related to his
| Badoo/Bumble work during his employment.
| btrettel wrote:
| Fair enough, I'm not aware of all the details of the specific
| case here.
| barelysapient wrote:
| My solution to this is to submit an exhaustive and borderline
| autistic list of prior work and inventions. I'll describe each as
| vaguely possible to maximize the carve out. Never had it turned
| down or rejected.
| DarthNebo wrote:
| GitHub should try to enable some sort of toggled anonymous mode
| for select repos, while users should make their FOSS/social
| identities less obvious or decoupled if their employers aren't
| that friendly with such clauses.
|
| With remote work becoming more pervasive, employees should really
| not be doing any personal things on work computers because their
| traffic is definitely going to be analysed by someone or some
| system.
|
| Just a general reminder as well - Companies/Govt's would
| absolutely love for GitHub/Gitlab or any social platform to
| require ID card verification for users if that was on the table.
| gmueckl wrote:
| Such an anonymous mode would be damaging for GitHub because it
| needs to stay friendly with its commercial and corporate
| customers. Besides, such a mode only provides obfuscation, but
| no legal protection at all. In fact, lawyers would turn it
| around and claim that using that mode showed that the owner of
| a repo was aware that what they were doing was wrong.
|
| Your idea would have a better chance of success as a separate
| platform dedicated to anonymous code hosting. But that in turn
| would likely attract bad actors, as usual.
| wruza wrote:
| _lawyers would turn it around and claim that using that mode
| showed that the owner of a repo was aware that what they were
| doing was wrong_
|
| Can't you turn it around and claim that it was done to reduce
| the possibility of debating with idiots who like to
| unreasonably turn things around by blah blahing all possible
| and impossible versions out of thin air?
| DarthNebo wrote:
| I meant someway for the repo to exist without coming under a
| specific individual, like an organisation would make more
| sense instead of having repos under your public profile. But
| then again the user has to be careful with their email
| addresses with every commit.
| [deleted]
| sdwolfz wrote:
| I've asked this before and never got a straight answer, but I'll
| ask again: what exact clauses do I need to modify in the
| employment contract, and what exactly must they say, in order to
| avoid this sort of situation? (relevant to UK employment that
| is). If you've solved this for yourself, please tell us all how
| and what it's written in yours so we can do the same.
|
| Here is a link to what my previous employment contract stated
| about copyright: https://news.ycombinator.com/item?id=24220800
| (right now I'm just a shareholder in a company and not employed).
| Basically it says employer owns all, and I'd like that to say
| something else... but what?
| anaisbetts wrote:
| Usually the clause where they claim ownership needs to have the
| phrase "Related to the business", or "During work hours with
| company equipment". If it tries to claim all IP during the
| course of the employment, redline it and hand it back
| sdwolfz wrote:
| Search for the words "or otherwise" in that block of text.
| I've had multiple discussions with the legal department at
| that employer and they refused to remove those words from the
| text.
|
| So it's not enough to just have those phrases in there (as
| they already are)... 13.4 (c) hereby
| assign to us by way of future assignment with full title
| guarantee (insofar as title to them does not automatically
| vest in $COMPANY as a consequence of your Employment subject
| to clauses 39-43 of the Patents Act 1977) all copyright
| arising in any original material (including source code and
| object code for software) and all other Intellectual Property
| Rights produced by you in the course of your Employment,
| whether during our normal hours of business or otherwise, or
| at the premises or using our facilities or otherwise, for the
| whole term of such copyright including any extensions or
| renewals thereof and including the right to sue for damages
| and other remedies for any infringements of the copyrights;
| and
| anaisbetts wrote:
| Well of course, I didn't give instructions on how to write
| a Regular Expression to parse legal contracts, I assumed
| that OP would still apply the semantic rules of English to
| his reading
| denton-scratch wrote:
| Salaried staff in the UK may be considered to be employed
| 24/7, even if normal contractual hours are 9-5; i.e. you're
| not supposed to take a second job. Of course, a hobby isn't a
| second job, but that argument might not wash at a tribunal.
|
| It's best if you get your employer to recognise that your
| open-source work benefits them, so they explicitly agree that
| your FOSS work is part of "the course of your employment",
| even if you are forbidden to do it during office hours.
|
| This definitely needs to be clear in your contract; if it's
| not clear, the confusion is likely to be resolved to the
| employer's benefit.
| [deleted]
| hogFeast wrote:
| This kind of thing is totally unenforceable in the UK. The
| corollary of clauses about side projects is that you are unable
| to work anywhere else whilst you are employed at the company,
| again totally unenforceable in the UK (the case law against
| restraint of trade goes back to the 17th century in the UK).
|
| The only exception to this is if the work you are doing outside
| the contract conflicts/overlaps with the work you are doing
| within the contract. In that case, if the employer inserted a
| restraint of trade clause into the contract, that would be
| enforceable (that is a standard non-compete, which is perfectly
| legal and sensible).
|
| It is all total nonsense though. UK employers, and lawyers, are
| a bit mad about this kind of thing. They will insist on things
| like probationary periods or working "at will" for a period of
| time...and then they will demand that you yield 24 hours of
| your time whether awake or asleep to them...whilst they pay you
| for 7 hours. It is what happens when underemployment is high.
| ealexhudson wrote:
| Copyright is automatically the employer's in the UK: the term
| is "in the course of employment", and no contractual language
| is required. The employer is effectively the author.
|
| What that term means is a matter of case law, and is different
| if you are contracted / self-employed. Typically it is
| interpreted in a pro-employer manner, and if you are employed
| to write code then then assume that all the code you write is
| your employer's.
| sdwolfz wrote:
| So does that mean there is literally nothing I can do about
| it? Except becoming a contractor?
| akvadrako wrote:
| That isn't what he said - just it's the employer's by
| default. So get a contract that makes your outside work
| explicitly yours.
| ealexhudson wrote:
| Exactly. Any form of "agree and accept that /X/ does not
| relate to the employment" sort of thing.
|
| But you have to be very specific about what is carved
| out.
| sdwolfz wrote:
| OK, that's good to hear. But now I need suggestions and
| feedback...
|
| In a previous thread
| https://news.ycombinator.com/item?id=24220858 I've
| suggested the following: 13.8. $COMPANY
| and any Group Company will not attempt to claim
| copyright, intellectual property rights, nor patent right
| to any creation done outside of working hours (also known
| as employees free time), outside of the premises, and not
| using any $COMPANY facilities, as long as any such
| creation does not relate to the employees current
| responsibilities, and as long as it does not directly
| compete with $COMPANY business model and business
| activities. 13.9. As long as you do not go
| against clause 13.8, you are not obligated to disclose to
| us your creations.
|
| But this is just my wishful thinking of mine that nobody
| replied to... and not something that I've actually
| managed to get written and signed. What I'd like to see
| is a concrete example of such a clause in a real,
| existing, signed by both parties, actual contract.
| wdb wrote:
| Got to watch out with this one. My past experience is
| that even approving a PR on the company Wifi internet
| caused a lot of discussion regarding the use of company
| facilities
| sdwolfz wrote:
| Company WiFi falls under their "equipment"/"facilities"
| as far as I'm concerned and it's fair for the company to
| be upset about you using it for your personal benefit in
| my opinion.
| wdb wrote:
| Indeed, sometimes you forgot you are connected to work
| Wifi on your phone :)
|
| Since then I don't install any work stuff on my phone
| anymore
| rwmj wrote:
| Red Hat has an explicit clause in the contract allowing
| work on open source projects. As always best to consult a
| lawyer (not one connected to the company) if this is likely
| to be important to you.
| sdwolfz wrote:
| Would you, or somebody working, or who had worked for Red
| Hat be willing to copy paste that clause, or contract,
| redacted of course so we could use it as an example.
|
| Red Hat being who they are, their approach is extremely
| relevant to this situation.
| rwmj wrote:
| I did try to dig out the contract just now to see if I
| had a digital copy of it, but I don't think I do. It's
| likely to be a two decade old printed copy instead. I
| think you need to talk to a lawyer rather than trying to
| do this on the cheap. Your lawyer has your interests at
| heart, no one else does. If you're a member of a union
| (Prospect being a good one for digital workers) then they
| will have lawyers you can consult for free.
| sdwolfz wrote:
| I will talk to a lawyer as well... but I'm really
| interested to see something concrete too. I've asked many
| times but I've never actually received an example of what
| an actual contract had written on it.
| jiveturkey wrote:
| "in the course of" meaning, related to. personal work on
| personal time is not 'In the course of" employment. It's that
| latter bit that the GP is obviously asking about. The
| contract he linked has especially egegrious language.
|
| It's not worth negotiating IMO. Any employer that even tries
| to get such language in is showing their cards.
| ealexhudson wrote:
| The plain reading meaning of "in the course of" is not the
| case law, though, it has established precedent - and most
| of that favoured the employers in question. I don't know of
| a case that took into account "personal time" as being
| relevant, and most salaried employees are not paid on the
| basis of hours worked.
|
| The typical contractual language does go beyond the
| established case law, but not by as far as you seem to
| suggest.
| skywal_l wrote:
| I don't know about that. "in the course of employement"
| is used for various things. For example, if you get
| injured "in the course of employement", would that
| include if you fall from your bike on a sunday ride? I
| don't think so. So I believe it naturally exclude work
| that you do on your own time, in your house, on your
| computer.
| DoingIsLearning wrote:
| > most salaried employees are not paid on the basis of
| hours worked
|
| In my experience salaried IC's in the UK are explicitly
| contracted for 40 hour weeks, excluding pensions, bonus,
| shares, etc.
|
| It is only when you get on managerial tracts and C-Level
| that you have some form of hours exemption which means no
| OT and that implicitly you 'could' work 24/7.
| ealexhudson wrote:
| The vast majority of contracts opt out of the working
| time directive, and the stated hours are about reasonable
| expectation - not contracted hours.
| KronisLV wrote:
| > Typically it is interpreted in a pro-employer manner, and
| if you are employed to write code then then assume that all
| the code you write is your employer's.
|
| Hmm, this makes me feel that having one's own company in
| addition to any other employment and writing off time spent
| working on open source for it could be a way around this. Of
| course, then you get into the whole non-compete mess...
| bsenftner wrote:
| Believe it or not, this actually works: bring your attorney
| with you to the interview, and accept no interview less than
| product lead. Basically, it's an arms race currently using
| guns, and the majority of the dumb ass developers show up with
| knives.
| larsrc wrote:
| If you're in a union, bring a union lawyer. If you're not,
| well, this is why you might want to be.
| jiveturkey wrote:
| Search for 'california assignment of inventions' as well as
| 'california assignment of inventions template'. The first hit
| for the latter is currently
|
| https://launchtothrive.com/wp-content/uploads/2017/08/Thrive...
|
| which has a great exhibit B you can attach. Reword it to
| reference the CA statute but to be clear that it shall apply to
| you regardless of residence in CA.
| sdwolfz wrote:
| You mean this? California Labor Code
| Section 2870 provides as follows: Any provision
| in an employment agreement which provides that an employee
| shall assign, or offer to assign, any of his or her rights in
| an invention to his or her employer shall not apply to an
| invention that the employee developed entirely on his or her
| own time without using the employer's equipment, supplies,
| facilities, or trade secret information except for those
| inventions that either: (1) relate at the time of conception
| or reduction to practice of the invention to the employer's
| business, or actual or demonstrably anticipated research or
| development of the employer; or (2) result from any work
| performed by the employee for the employer. To the extent a
| provision in an employment agreement purports to require an
| employee to assign an invention otherwise excluded from being
| required to be assigned under California Labor Code Section
| 2870(a), the provision is against the public policy of this
| state and is unenforceable.
|
| Will it be relevant to UK employment too?
| seanwilson wrote:
| > except for those inventions that either: (1) relate at
| the time ... to the employer's business
|
| So if the domain of your side project has nothing to do
| with what you're actively involved in at work, but your
| employer is involved in or has a business interest in that
| domain, the employer can claim ownership? Which for many
| large companies (especially e.g. Google) is a lot of
| domains?
| jiveturkey wrote:
| yes and yes
| FpUser wrote:
| When I got my first programming job in Canada I've already had
| active product. I have informed them about it and I've also
| asked them to agree that whatever I am working on in my private
| time is my property as long as it is not in direct competition
| and / or not based on employer's code. They did not mind at
| all.
| sdwolfz wrote:
| Was that agreement in writing, and signed? Could you share
| such a document, redacted if needed, with us?
| FpUser wrote:
| It was in writing and signed. No sharing as it was 90s and
| I've no idea where the copy is if still exists. Never
| needed that again as I went on my own in 2000 and have
| never looked back. But it was not lawyer speak. I just
| concocted a couple of paragraphs myself that had replaced
| their standard "ownership of whatever I do" and that was
| it. It was a small company and they were easy.
| trebligdivad wrote:
| You need to get something that explicitly says what you want;
| if you want the freedom to work on one particular open source
| project then get them to give you that clause; but also thinkw
| hether you want it more general; It's very difficult because my
| understanding is you can't even do drive-by fixes in random
| projects without an OK.
| sdwolfz wrote:
| I've gotten OKs before, but they were verbal and not written,
| basically my manager at the time stating they will "close an
| eye" and let me do it. The problem was the other eye was wide
| open and they did enforce their "all your code are belong to
| us" stance against me once (you could say I was in a similar
| position to OP just on a waaay lower magnitude, reason why
| I'm so invested in this right now).
|
| For another project I've asked them to write me an email from
| their legal department stating I own copyright for that code
| and they won't try to claim it. They've done that after a few
| months passed... It's a small victory I guess.
|
| But I want a proper solution we could all agree on (both as
| employees and as employers as both are relevant to me right
| now). Currently I'm gathering all the feedback in this thread
| and I would love to receive copy pastes from existing
| employment contracts to formulate a strategy.
| andi999 wrote:
| Talk to a work contract specialized lawyer. Even apart from
| this issue, there might be other issues in the contract, so why
| not alway talk to one before signing.
| sdwolfz wrote:
| I would like to see something that already exists and was
| used successfully first, so I don't go and talk to one empty
| handed... It's one thing to say: "I'd like to keep ownership
| of code I write on my free time" and another to add "like all
| these others do so already" to that statement.
|
| Maybe I could try emailing the FSF and asking for hints, as
| I'm registered with them to be able to contribute to emacs,
| and actually need to inform them about employment contracts
| changes and things like this in general.
|
| But still, there must exist somebody, somewhere, that has
| something reasonable written in their employment contract we
| could use as reference.
| Arubis wrote:
| You should absolutely continue this pursuit, but keep in mind
| that the biggest things you can do to avoid a legal dispute are
| to clearly communicate expectations and not work with assholes.
| A well-written contract is like a solid deadbolt on your front
| door: it'll make reasonable people think twice, but a
| determined attacker will just smash a window and go through it
| (or, to explicate the metaphor, sue you anyway knowing the
| legal process itself is sufficiently painful to wear you down
| even if they don't have a case).
| sdwolfz wrote:
| I will, already received a good example here:
| https://news.ycombinator.com/item?id=29449353 (a sibling
| thread in this post).
| mattlondon wrote:
| Just a note - in all places I've worked (BigCo's) they take a
| zero-tolerance approach to modifying the contract. It is their
| way or the highway. I guess they can afford to just say no and
| pass on you, rather than have loads of employees with their own
| unique snowflake contracts. Perhaps smaller companies are less
| strict, but IME big ones take zero shit in this regard.
|
| Good luck.
| sdwolfz wrote:
| Personally I don't have any hopes of such a feat at a big
| company but I can't stand to think it's not possible to have
| this _anywhere_.
|
| From past interviews I've seen smaller companies are willing
| to compromises and are reasonable in their demands, but a
| real example of something that already exists and is in
| effect goes a long way to show you're not being overly
| pretentious (like I've been "accused" by previous managers
| before). Reason why I'm searching for what people actually
| have in their contracts right now.
| [deleted]
| activitypea wrote:
| The two repos being contested are:
|
| 1) MVIKotlin - "Extendable MVI framework [...] inspired by Badoo
| MVICore library"
|
| 2) Decompose - "Kotlin BLoCs [...] inspired by Badoos RIBs fork
| of the Uber RIBs framework"
|
| I hate corporations more than most people here, but this might be
| as black and white as the title and comment section imply
| rainmaking wrote:
| Well I can see that now someone has a hiring problem in the near
| future.
| swiftcoder wrote:
| Assuming for the moment that their claim is legally sound, what
| are the practical implications? The code is already published
| under an open-source license, with multiple other contributors to
| which they don't have an employment relationship...
|
| Ownership would allow them to relicense the employees original
| contributions, but they'd still need to negotiate with or replace
| all code by other contributors, and they can't un-opensource the
| existing codebase, right?
| davidgerard wrote:
| They want the official repo.
| Silhouette wrote:
| If the copyright has always belonged to the employer then OP
| never had the legal ability to license it as open source in the
| first place. The employer could presumably shut the whole
| project down and in theory even go after others for copyright
| infringement retrospectively.
|
| If there have been other contributors then the employer would
| not magically get the copyright to those contributions though,
| which could leave the whole project in limbo with no-one having
| enough rights to continue working on it and releasing the
| results.
| justshowpost wrote:
| Just imagine you hiring someone just to play with his Ruby pet
| projects all day long...
| pjc50 wrote:
| Check. Your. Contracts. It is risky to do open source work
| without having a written agreement with your employer that
| exempts it.
| elric wrote:
| Read the contract before you sign it. Don't work for companies
| that include any clauses what you can or cannot do in your free
| time (excluding reasonable exceptions, such as not directly
| competing with $employer).
|
| This sort of greed/zealotry on the side of employers is why
| some FOSS projects are such a pain to contribute to (i.e.
| anything that's part of the Eclipse Foundation). You pretty
| much have to sign your name in blood on a contributor
| agreement, and you may even have to get your employer to sign
| it too. This is madness. Slavery is not a thing. Employers do
| not own us.
| noduerme wrote:
| This.
|
| I developed a very large viral kind of game site that was
| acquired by Fox. I was an hourly dev and I was the only dev,
| working for a few money guys who made a bunch by paying me to
| develop it and then selling it literally without informing
| me. So I went from maintaining it for them (as one of several
| jobs) to suddenly being called by Fox to hand over the source
| code and also to sign a contract which said they owned all
| the IP and that I worked for them, and that everything else I
| did in my free time would be theirs, and they were offering
| me $50/hr when I had been paid double that for the dev work
| of building the thing. I told them to go fuck themselves, and
| refused to hand over the source. I'd never had a contract
| with the original guys saying that they owned the source, so,
| as far as I was concerned they only owned the compiled Flash
| bytecode.
|
| Fox spent somewhere close to $1m to try to tear that bytecode
| apart and keep their new property running, and then shuttered
| it a few months later. Rather than not being assholes.
|
| So yeah. _Run, don 't walk, if you see a contract that
| includes anything like owning your off-site work_.
| A4ET8a8uTh0 wrote:
| I am curious. Do you think it was just the 'how' that got
| this result? More specifically, if they opened with an
| actual money offer or grudgingly moved to that point
| eventually, do you think you would sell it. Or was the
| relationship kinda strained to begin with.
| qwertyboi wrote:
| Employers might not own you, but they might own IP developed
| at the company. See my other comment.
| dmos62 wrote:
| Should your work in spare time be explicitly exempt in the
| contract, or, if side projects are not mentioned in the
| contract, does that implicitly exempt it?
| em-bee wrote:
| depends on the country where you work.
|
| i believe in the US it is generally assumed that everything
| you do belongs to the employer even if not specifically
| mentioned. in some countries it is restricted to work done
| during work hours or on company equipment. in those countries
| it is safe if you work at home on your own computer, at least
| if the contract doesn't mention anything to the contrary. if
| the contract does claim personal work then it depends on
| whether that is legal or not.
| formerly_proven wrote:
| > i believe in the US it is generally assumed that
| everything you do belongs to the employer even if not
| specifically mentioned.
|
| https://store.legal.thomsonreuters.com/law-products/news-
| vie...
| Buttons840 wrote:
| I've always wondered what would happen if a OSS library had
| accepted contributions from others?
|
| Let's say me and a friend develop a library together, then my
| company asks for ownership of it. Sorry, I can't legally do that,
| because I myself only own half the code.
| geofft wrote:
| If you wouldn't have written the library if it weren't for your
| job, and you use the library to get your job done... it doesn't
| really matter if it's open source. If you're in a jurisdiction
| and under an employment contract where your closed-source code is
| owned by the company, your equivalent open-source code is too.
|
| If we're talking about hobby projects, that's different, but it
| seems from this tweet that this is something that could have been
| written internally as part of someone's job and never open-
| sourced, right?
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