[FoRK] Drafting employment contracts for free-software authors

Justin Mason jm at jmason.org
Wed Feb 23 10:33:16 PST 2005

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rst at ai.mit.edu writes:
> Kragen's original note said that his candidates were getting spooked
> by an intellectual property agreement that went well beyond "the usual
> copyright assignment stuff".
> Copyright assignment is an issue, but it matters less in an open
> source context than it might otherwise, since the original authors can
> continue to develop and distribute deriviative works, just like anyone
> else, according to the terms of the license.  It still does matter --
> as you note, the copyright holder can relicense the code (to allow
> closed-source derivates, for instance), and nobody else can.  So,
> copyright ownership is a detail that the contracts certainly should
> take care of.  But I got the impression that it wasn't the potential
> deal-breaker here...

The impression I got was that he's using a std software-developer
employment contract, which (in my experience) is typically full of "we 0wn
j00" stuff along the lines of asserting ownership over trade secrets.
(That's reasonably standard stuff in these contracts these days,
seriously; not really "well beyond" the usual.  Sadly.)

However, trade secrets are such an amorphous concept that it's really
quite difficult to deal with -- generally they're considered things like
the customer contacts database, but I get the impression in some cases, an
unembodied idea could be a trade secret, and it'd probably be a court
that would decide.

In my opinion, the best way to deal with this, is as described in my
previous mail -- come up with a reasonable set of things that *are*
permitted, and detail those in a way that the employee would be
happy with.

Oh yeah -- another point I forgot!   If you're hiring someone who
*does* consider this an issue (as they should), be prepared to spend
some time negotiating the employment contract until they're happy
with it.

- --j.
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