[FoRK] Drafting employment contracts for free-software authors

rst at ai.mit.edu rst at ai.mit.edu
Wed Feb 23 11:15:40 PST 2005

Justin Mason writes:
 > 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.

Or, alternatively, Kragen could come up with a list of the things that
he wants to keep secret, and draft an agreement which covers only
that.  Depending on circumstances, either approach might be simpler.
If he wants to decide whether code gets open sourced on a case by case
basis, then written procedures might be the way to go.  But if he's
happy open sourcing all the code, and just wants to make sure that
private email doesn't get spread around, then it might be simpler to
draft an agreement which says only "thou shalt not divulge
confidential client communications", and just leaves the code out of

 > 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.

As someone who's beat back quite a few "we own your brain" clauses,
I'd have to agree -- though the first open source developer's
agreement might turn out to be at least a useful starting point for
negotiations with the next guy.

(Apologies to the group, BTW, for my repeated failure to correctly
spell "derivative" in my previous note).


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