Who owns your IP? Open Source Developer's Agreement

Posted 27 Nov 2000 at 08:07 UTC by ajv Share This

Ever wondered who really owns the IP of the stuff you work on out of hours? What about the little perl gem that is essential for your company's continued operation that you plonked on sourceforge for neat value? Ever wondered what would happen to your code, your bank balance, your life for the next few years if your boss turned into a case study for an episode of "When good bosses go bad"?

Read on for more details.

Wonder no more! SAGE-AU, the System Administrator's Guild of Australia, have released OSDA, or the Open Source Developer's Agreement. Although we are sounding awfully like a free set of steak knives, it's actually a very important question.

OSDA tries to provide certainty by having the most pertinant option included (by negotiation, of course) in your employment contract. Once it's there, you and your employer (or you and your employees) will have absolute certainty about who owns the IP of code developed under particular circumstances.

The four legal clauses and sample letter we had drafted by an Melbourne IP law firm are for the Australian workplace landscape, but since they're so simple and relatively loophole free, it's likely that a lawyer or solicitor in your jurisdiction can make a working version of it as well. We'd really like to see new clauses contributed back into the project.

The first four clauses are as follows:

  • Option 1: could be for a software developer who is employed to work on non-Open Source software, and detailed clauses are desireable
  • Option 2: allowing the employee to develop Open Source software without using their employer's
  • Option 3: a variation on Option 2, except that the employee retains the rights to any work not performed with the employer's resources
  • Option 4: similar to Option 2, except that if work is performed using the employer's resources then the intellectual property is jointly owned and a license may be granted for use in Open Source software

We have provided a sample letter, which may help those of you who are already within employment agreements and wish to add the clause to your contract.

As this is an open source project, we have not only made it available on the SAGE-AU website, but it also has a SourceForge project. If you modify an existing clause, add an extra one, or as an employer you contribute your developer contracts, we'd be happy if you can contribute new clauses on SourceForge.

The project is currently BSD licensed. We are determining which of the documentation licenses is the best for our needs, but for the time being, feel free to use it as you feel fit.


Good idea, posted 28 Nov 2000 at 08:29 UTC by jennv » (Journeyer)

A good idea, and one that's overdue, IMO. (on the other hand, I don't read legalese. Dunno if it's well done or not - I can't tell!)

"Open source", posted 28 Nov 2000 at 21:46 UTC by atai » (Journeyer)

The contract uses the term "Open Source." This raises the issues of, can the Open Source Definition be relied on as a legal document? I believe the original Debian Free Software Guidelines was not intended to serve as a legal document--the Debian developers did not want to be burdened to defend the Guidelines as a definition legally.

Imagine a dispute between an employee and an employer whether a piece of software released by the employee under some license is "Open Source" or not...

"Open Source", posted 29 Nov 2000 at 00:20 UTC by jhasler » (Journeyer)

atai writes:

The contract uses the term "Open Source." This raises the issues of, can the Open Source Definition be relied on as a legal document?

Such terms should be explicitly defined in the document. Better, though, would be to list specific licenses (and append copies).

My contract, posted 29 Nov 2000 at 01:24 UTC by pudge » (Master)

In my contract, I simply got a clause added that said any work I do on my own time, that is not directly related to my company work, whethere it is open source or not, whether it is on my company computer or not, belongs to me.

Re: My contract, posted 29 Nov 2000 at 20:16 UTC by logic » (Journeyer)

pudge writes:

In my contract, I simply got a clause added that said any work I do on my own time, that is not directly related to my company work, whethere it is open source or not, whether it is on my company computer or not, belongs to me.

Unfortunately, this is too vague for some of us. What an employer does today, they may abandon tomorrow for some new avenue. Software houses can be notoriously bad for that, for example. Thus, spelling out what is and is not permitted is always a good idea.

I have to agree with jhasler, using the SAGE-AU terms is really only useful with a carefully-prepared definition of what exactly constitutes "Open Source". The DSFG has done a relatively good job of satisfying that for laymen, but I'd prefer to have a lawyer go over it before including it in a contract.

(This is not legal advice. Everyone should consult a licensed attorney about this stuff. Yadda yadda yadda.)

attorneys, posted 1 Dec 2000 at 15:29 UTC by pudge » (Master)

Eh, licensed attorneys are for wimps. If it is reasonable to me, and it is reasonable to my manager, then it is enforcable. If the company did take me to court over me keeping as my own what the contract, as was understood by me and the manager, says is owned by me, I would get a very high-priced lawyer and sue their assess off. And I would surely win. I don't worry about it. I would own them.

New Advogato Features

New HTML Parser: The long-awaited libxml2 based HTML parser code is live. It needs further work but already handles most markup better than the original parser.

Keep up with the latest Advogato features by reading the Advogato status blog.

If you're a C programmer with some spare time, take a look at the mod_virgule project page and help us with one of the tasks on the ToDo list!

X
Share this page