Open Source Contract – Creating an Open Source Friendly Contract

contractopen source

So I just was hired at a place that had only one Developer and that was the co owner. Their employee handbook had something to the effect of the following.

All IP, inventions or software you develop while at X company is the
property of the company. Additionally you will have to provide a list
of all prior inventions, software or IP developed prior to working for
company x.

This is an issue for me because I have both side projects and occasionally contribute to open source stuff and would like to continue to have the ability to to both.

I talked about it with the owner and he agreed to making changes and asked me for an outline that is fair for both parties. He would take that to a lawyer and they would go over it and apply it. So with that I'm looking for some wording I could submit to that effect to helping me put this together in such a way that I and any other software developers are protected as well as company x and its software. That or a resource or guideline for this sort of thing.

To clarify, the company's software isn't allowed to be made open but the employees will be allowed to work on side project both of an open-source and private nature as long as they don't come to compete with the company's best interest. If it helps we are in the USA.

Best Answer

Company ownership of software that you develop is a legal matter; see Joel Spolsky's excellent description and analysis for more details. As such, it's really up to a lawyer to figure out wording that's acceptable.

Regarding the rationale of asking for past work, see this question.

If you're looking for non-legal-quality wording, I've seen a corporate code of ethics that includes language similar to the following:

We may wish to pursue employment or opportunities besides our employment with Acme. We will not do so if it competes with Acme or interferes with our ability to fulfill our responsibilities to Acme.

We may develop ideas, processes and technology on Acme's behalf. This “intellectual property” belongs to Acme. Each of us must assign the rights to any such intellectual property to Acme.

This kind of language is probably not rigorous enough for a contract and may not work in court, but for an employee handbook, it should be fine.

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